Terms of Service

Effective Date: December 04, 2018.

These terms of service (the “General Terms” ) govern the use of, and the subscription to, the Website, web application, engagement survey, mobile application, and software, collectively known as (“Stroofy Services”). provided by Stroofy Limited (“Stroofy”).

By accessing the Website and/or the Stroofy Services or by signing or accepting these General Terms, you agree to the General Terms on behalf of yourself as a User and/or, as the case may be, the organisation that you represent ( “Customer” ), unless you have a superseding written agreement with Stroofy. If you are accessing the Website or the Stroofy Services on behalf of the organisation that you represent, you represent and warrant that you have the authority to agree to the General Terms on its behalf. If you do not agree with the terms of the General Terms, do not use or access the Website or the Stroofy Services.

  1. DEFINITIONS AND INTERPRETATION

    The following capitalized terms shall have the meaning ascribed to them below:

    1. “Customer Data” means any content, which may include Personal Information of Users, that Customer or Users submit or transfer to Stroofy in conjunction with the Services, including answers to surveys;
    2. “Customer Personal Information” means any Personal Information contained within Customer Data;
    3. “Data Processing Addendum” means the addendum to these General Terms setting out provisions applicable to the processing of Personal Information found at data addendum;
    4. “Effective Date” means (I) for a User, the first date a User accessed the Website or the Stroofy Services; or (II) for a Customer, the last date both Parties signed the present agreement or the date Customer accepted the General Terms, as the case may be;
    5. “Parties” means (i) Stroofy and Customer; or (ii) Stroofy and a User, as the case may be;
    6. “Personal Information” has the meaning given to the term “personal data” in Privacy Laws;
    7. “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information including but not limited to Regulation (EU) 2016/679 (the “General Data Protection Regulation” or “GDPR” );
    8. “Privacy Policy” means Stroofy Privacy Policy available at privacy policy;
    9. “Sensitive Personal Information” has the meaning given to the term “sensitive personal data” in Privacy Laws;
    10. “Stroofy Services” or “Services” means the engagement survey, software, web application, mobile application and other tools and services commercialized by Stroofy as “Stroofy” and accessed by Customer or Users;
    11. “Survey Respondents” means any User invited by Customer to submit answers to surveys, through the Stroofy Services, including any employee of the Customer;
    12. “User” means, as the case may be, any user of the Website, web application, mobile application or any individual to whom Customer provides access to the Stroofy Services, including any account administrators and Survey Respondents;
    13. “Website” means the public website available at stroofy.com and its sister websites or sub-domains provided by Stroofy.
  2. The term “including” is not limiting and means “including, without limitation”.

  3. ACCESS AND USE OF THE WEBSITE OR THE STROOFY SERVICES

    2.1. Website. The Users may access and use the Website in accordance with the General Terms. Stroofy may revise the content, features and functions of the Website at any time without notice. Stroofy may at any time, temporarily or permanently, limit or suspend the access to the Website, at its sole discretion, including to perform upgrades and maintenance to the Website.

    2.2. Services. During the Term (as defined in Section 8.1 (Term)), Stroofy grants to Customer and its Users the right to access and use the Stroofy Services, and any related services, in accordance with the General Terms.

    2.3. Services Revisions. Stroofy shall offer the Services materially in accordance with the description on its Website and related documentation. Stroofy may revise the content, features and functions of the Stroofy Services at any time without notice. Stroofy will provide Customer with prior notice if there is a change to the Stroofy Services resulting in overall material decrease in the purpose of the Stroofy Services. If such material decrease occurs, and Customer is materially impacted in its use of the Stroofy Services, Customer may terminate its subscription in accordance with Section 8.2.1.

    2.4. Temporary Suspension of the Services. Stroofy may temporarily limit or suspend the Services from time to time, at its discretion, including to perform upgrades to, and maintenance of, the Stroofy Services.

    2.5. Unacceptable Use. Customer and Users shall not, nor attempt to, nor permit third parties to: (I) share non-public features or content of the Website, web application, mobile application or any other part of the Stroofy Services with any third party; (II) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website or the Stroofy Services (for clarity purposes, Customer and Users shall not access the Website or the Stroofy Services in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the Website or the Stroofy Services); (III) send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (IV) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Website or the Stroofy Services; or (V) use the Website or the Stroofy Services in a manner that overburdens, or that threatens the integrity, performance or availability of the Website or the Stroofy Services. Furthermore, the Website or the Stroofy Services shall not be used to collect, manage or process Sensitive Personal Information and Stroofy will have no liability that may result from the Customer’ or Users’ use of the Website or the Stroofy Services to collect or process Sensitive Personal Information. In particular, the categories of User attributes created by Customer account administrator shall not be created so that it would result in the input of Sensitive Personal Information. Customer is responsible to inform Users that Sensitive Personal Information should not be submitted on the Stroofy Services. In the event that it suspects any breach of this Section, Stroofy may suspend Customer’ and Users’ access to the Website or the Services without advance notice, in addition to such other remedies as Stroofy may have.

    2.6. Account Security and Access. Customer and Users shall take all reasonable steps to prevent unauthorized access to the Stroofy Services, including by protecting their passwords and other login information. Customer is responsible for any activity occurring in its account (other than activity that Stroofy is directly responsible for and is not performed in accordance with Customer’s instructions), whether or not Customer authorized that activity. Customer or Users shall immediately notify Stroofy if it becomes aware of any unauthorized access to, or use of, its account.

    2.7. Customer Systems. Customer is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. The Services may not work properly if Customer’s operating systems, Internet browsers and anti-virus software are not up-to-date.

    2.8. Unacceptable Conduct of Users. To help ensure a safe and productive use of the Stroofy Services, Users shall not, and Customer shall ensure that Users do not have inappropriate conduct including (I) attempting to reveal the identity of a User; (II) impersonating any other person or entity; (III) using the Services to send spam or otherwise unsolicited messages in violation of applicable laws; or (IV) allowing the submission of any Customer Data, or using Customer Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libellous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity or physical or mental disability. Customer and Users understand that by using the Services, they may be exposed to Customer Data submitted by Users that is in breach of this Section, and under no circumstances will Stroofy be liable in any way for any such Customer Data. Stroofy shall have the right, at its sole discretion, to remove any Customer Data that violates the General Terms, and to reveal the identity of a User to Customer or any authority if required by law to do so, if such User transfers Customer Data in violation of this Section. Customer and Users shall be respectful of the Survey Respondents’ right to remain anonymous. It is Customer’s responsibility to monitor and control all activity conducted by Users on the Stroofy Services. Stroofy is under no obligation to review how Users are using the Stroofy Services, including how Survey Respondents answer surveys and polls and provide feedback and comments. STROOFY ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE CONDUCT OF USERS.

    2.9. Indemnification by Customer or the User. Customer or the User shall defend, indemnify and hold harmless Stroofy and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any judicial, administrative or arbitration action, third party suit, claim, investigation or proceeding, including any interest accrued, arising out of, or related to (I) the content or nature of Customer Data, including Customer Data in breach of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users); (II) the breach of any warranty, covenant or other obligation contained in the General Terms by Customer or any User; or (III) Customer’s or any User’s alleged or actual use, misuse, inappropriate use or failure to use the Website or the Services, including in violation of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users). Stroofy will as soon as reasonably practicable provide Customer or the User with prompt written notice of any such claim, suit or proceeding, and may in its sole discretion allow Customer or the User the right to assume the exclusive defence and control and cooperate with any reasonable requests assisting Customer or the User defence and settlement of such matter. Customer or the User shall not settle or compromise any such claim, suit or proceeding without Stroofy’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Stroofy; (b) the settlement does not include a full release of liability for Stroofy; or (c) the settlement includes terms other than a full release of liability for Stroofy and the payment of money.

    1. 2.9.1. Compliance with Laws. When providing or using the Services, the Parties shall comply with all applicable laws, including Privacy Laws. Customer is also responsible to obtain any consent required by applicable laws from its Users or to have a legitimate interest to allow Customer to use the Services and to allow Stroofy to provide the Services in accordance with the General Terms.
    2. 2.9.2. Compliance by Users. Customer must ensure that its Users comply with all applicable laws, including Privacy Laws, when using or accessing the Stroofy Services, and that such Users are governed by, and comply with, the General Terms.
  4. SERVICE FEES OF THE STROOFY SERVICES AND BILLING

    3.1. Service Fees. In consideration for the Services, Customer shall pay Stroofy, at the beginning of the subscription term, the fees specified on the Website for the subscription term (whether monthly or annual) selected by Customer, unless other payment terms have been agreed to in writing, for instance in a quote, between Customer and Stroofy (the “Service Fees” ).

    1. 3.1.1. Customer' subscription will be automatically renewed on the first day following the expiration of a subscription term (the “Renewal Date”) for the same subscription term as the then expiring subscription term, unless it cancels its subscription before the Renewal Date in accordance with Section 8.2
    2. 3.1.2. Only for annual subscription term, Stroofy shall send to Customer a prior notice of renewal at least 30 days before the Renewal Date, and thus if Customer no longer wishes to renew the Services, Customer is responsible for timely cancelling its subscription in accordance with Section 8.2.
    3. 3.1.3. Unless otherwise agreed in writing by the Parties, the Service Fees applicable to any such renewal shall be Stroofy’s then current standard Service Fees.

    3.2. Change in the Number of Users. The Service Fees are determined in accordance with the number of Users. If Customer wishes to increase the number of Users authorized to access and use the Stroofy Services, Customer may do so in the following manner:

    1. 3.2.1. Annual subscription. Customer on an annual subscription may at any time increase the number of authorized paid Users through the “billing” section of the Stroofy Services. Any incremental Service Fees associated with such increase of authorised paid Users shall be prorated over the remaining period of Customer’s then current subscription term, charged to Customer account and due and payable upon implementation of such increase of authorised paid Users. Unless otherwise instructed by Customer before the Renewal Date, for each renewal of an annual subscription, the number of authorized paid Users to the renewed subscription shall be the higher of (I) authorized paid Users in the then current subscription term; and (II) actual number of Users using the Stroofy Services in the then current subscription term.
    2. 3.2.2. Monthly subscription. Customer on a monthly subscription may at any time increase the number of authorized Users, without having to pay any incremental Service Fees associated with such increase of authorised Users for the remaining period of the then current subscription term. The number of authorized paid Users to the renewed subscription shall be the number of authorized Users in the last day of the then current expiring subscription term.

    3.3. No Refunds. Except as expressly otherwise provided herein, payments are non-refundable and there are no refunds or credits for partially used periods or number of Users.

    3.4. Free trial or Pilot. If Customer registers for a free trial or pilot programme for the Services, Stroofy will make such Services available to Customer on a trial basis free of charge until the earlier of (i) the end of the free trial or pilot period applicable to Customer; (ii) the start date of any subscription purchased by Customer for such Services; or (iii) termination of the trial at any time by Stroofy or Customer in its sole discretion. The functionality of the trial or pilot product may not reflect the entire suite of functionality of the paid product.

    3.5. Third Party Payment Processor. Stroofy reserves the right to use a third party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder.

    3.6. Taxes. Unless otherwise stated, the Service Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, council, provincial, national or foreign jurisdiction (collectively “Taxes” ). Customer is responsible for paying Taxes except those assessable against Stroofy based on its income. Stroofy will invoice Customer for such Taxes if Stroofy has a legal obligation to do so, and Customer shall pay such Taxes if so invoiced.

  5. DATA

    4.1. Customer Data. Customer or the User represents and warrants that it owns or has obtained all necessary rights, title and interest, and obtained all necessary consents to transfer Customer Data in accordance with the General Terms, and that Customer Data doesn’t infringe any third party intellectual property right.  Customer or the User grants Stroofy a worldwide, non-exclusive, perpetual and royalty-free right to access, use, process, copy, distribute, perform, export and display Customer Data, only to the extent permitted by law and as reasonably necessary (I) to provide, maintain and improve the Services; (II) to prevent or address service, security, support or technical issues; or (III) to create anonymized data non-related to a specific Customer, which does not constitute Customer Data and is owned by Stroofy, including for use as benchmarking and marketing purposes in accordance with the Privacy Policy or as otherwise expressly permitted in writing by Customer or as required by law. This right continues with respect to anonymized data and any residual backup copies of Customer Data made in the ordinary course of business even after termination of the General Terms.

    4.2. Customer Data subject to Anonymity and Confidentiality. The answers to surveys, provided by a Survey Respondent and user specific data relating from the mobile application or software applications, are anonymous and confidential. Stroofy will endeavour to keep Survey Respondent and User information as confidential and anonymous as possible by applying reasonable thresholds to any aggregated data or insights. Where Stroofy receives a request from a Survey Respondent or User to delete his or her account, which may contain Personal Information, or from a User to receive the Personal Information concerning him or her, which he or she has provided to the Customer and which is being processed by Stroofy, Customer hereby authorises Stroofy to comply with that request.

    4.3. Protection of Customer Data. Stroofy shall store and process Customer Data in accordance with the Privacy Policy. Stroofy has implemented technical, organizational and administrative systems, policies and procedures as well as other measures detailed in the Privacy Policy to help ensure the security, integrity, availability and confidentiality of Customer Data, and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, hosting data online involves risks of unauthorized disclosure, loss or exposure and, in accessing and using the Stroofy Services, Customer assumes such risks, except for gross negligence or unlawful conduct of Stroofy.

    4.4. Telemetric Data from the Website and the Stroofy Services. To the extent permitted by law, telemetric data related to how Users access and use the Website and the Stroofy Services (including features and functions of the Website and the Stroofy Services being used by Users, stack trace data and reports related thereto) does not constitute Customer Data, and the anonymized data derived from such telemetric data is owned by Stroofy.

    4.5. Personal Information. When using the Services, Customer may transfer to Stroofy Customer Data containing Personal Information. Stroofy shall collect, access or process any Personal Information in accordance with the Privacy Policy. Customer consents to the transfer, processing and storage of Personal Information in accordance with the General Terms and the Privacy Policy.

    4.6. Confidential Information. “Confidential Information” means any non-public, confidential or sensitive information, including Customer Data, disclosed by a Party or on its behalf (the “Disclosing Party”) to the other Party (the “Receiving Party”), and excludes any information that is:

    1. 4.6.1. subject to applicable Privacy Laws, publicly available or later becomes publicly available other than through a breach of the General Terms;
    2. 4.6.2. as evidenced by documentary and competent evidence: (a) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or (b) without using the Confidential Information, is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or
    3. 4.6.3. as evidenced by documentary and competent evidence, subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality, provided that such source is not, to the knowledge of the Receiving Party, in breach of its obligations of non-disclosure towards the Disclosing Party.

    4.7. Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfil its responsibilities under the General Terms. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that Stroofy may disclose Confidential Information to its third party service providers in connection with the performance or the improvement of the Services, in which case Stroofy will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense. The provisions of this Section shall supersede any prior non-disclosure agreement by and between the Parties, and such agreement shall have no further force or effect.

    4.8. Additional Rights GDPR. The Parties may be subject to additional terms and conditions under the General Data Protection Regulation (Regulation (EU) 2016/679). Such terms may be found in the Data Processing Addendum, which is hereby incorporated by reference and forms part of the General Terms, to the extent applicable. In the event of any conflict or inconsistency between the Data Processing Addendum and the General Terms, the Data Processing Addendum shall prevail.

  6. STROOFY’S WARRANTIES AND DISCLAIMERS

    5.1. Warranty. Stroofy warrants that: (I) the Stroofy Services does not infringe any third party intellectual property rights or constitute a misuse or misappropriation of a trade secret of any third party; (II) contingent upon Customer’s proper use, Customer’s use of the Stroofy Services does not infringe on any third party intellectual property rights; and (III) it has the right to grant the access and use of the Stroofy Services to Customer.

    5.2. Warranty Disclaimers. STROOFY DOES NOT WARRANT THAT THE WEBSITE OR THE STROOFY SERVICES WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE, ERROR FREE, VIRUS FREE OR FREE OF OTHER HARMFUL COMPONENTS OR WILL NOT BE SUBJECT TO UNAUTHORIZED USE OR DISCLOSURE. CUSTOMER ACCEPTS THAT THE WEBSITE AND THE STROOFY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. STROOFY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INFORMATION CREATED BY THIRD PARTIES AND THAT MAY BE ACCESSED ON THE WEBSITE OR THE STROOFY SERVICES IS NOT ENDORSED BY STROOFY AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY. STROOFY DOES NOT CONTROL CUSTOMER DATA AND DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH CUSTOMER DATA AND OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR THE STROOFY SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF CUSTOMER DATA AND ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE STROOFY SERVICES, AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION, AND DEALING WITH ANY RELATED CONSEQUENCES. STROOFY ASSUMES NO LIABILITY FOR ANY OF SUCH INFORMATION HANDLED BY CUSTOMER THROUGH THE WEBSITE OR THE STROOFY SERVICES.

  7. LIMITATION OF LIABILITY

    6.1. Euro Cap. EXCEPT FOR WILFUL MISCONDUCT OR GROSS NEGLIGENCE OF STROOFY OR FOR THE INDEMNIFICATION BY STROOFY FOR THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT (SET OUT IN SECTION 7), IN NO EVENT SHALL STROOFY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE GENERAL TERMS OR THE PROVISION OF THE SERVICES EXCEED THE TOTAL AMOUNT PAID AND PAYABLE, IF ANY, BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED EUROS IN CASE OF A USER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. PARTIES UNDERSTAND THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF STROOFY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. STROOFY HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE RIGHTS TO ACCESS AND USE THE WEBSITE OR SERVICES.

    6.2. Exclusion. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS OR DATA OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR WILFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE PARTY. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

    6.3. Consultant. Should Customer hire a consultant to perform services relating to the implementation and the use of the Stroofy Services, Stroofy shall have no responsibility in relation to such services.

  8. INTELLECTUAL PROPERTY AND FEEDBACK

    7.1. No Rights granted. Stroofy retains all right, title, and interest in and to the Website and the Stroofy Services and the content Customer accesses through the Website and the Stroofy Services, other than Customer Data. The General Terms do not grant Customer any intellectual property rights in or to the Website or the Stroofy Services or in Stroofy’s logos and other trademarks. Customer or Users shall not remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the Website or the Stroofy Services.

    7.2. Indemnification. Stroofy will defend, indemnify, and hold harmless Customer and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any Third Party Claim Losses, provided however that Stroofy will have no liability to the extent the Third Party Claim Losses against Customer arises from (i) the content or nature of Customer Data; (ii) any non-Stroofy product; or (iii) any modification, combination or development of the Stroofy Services that is not performed by Stroofy. Customer must provide Stroofy with prompt written notice of any Third Party Claim Indemnifiable Proceeding and allow Stroofy the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting Stroofy defence and settlement of such matter. Stroofy shall not settle or compromise any Third Party Claim Indemnifiable Proceeding that results in liability or admission of any liability by the Customer without Customer’s prior written consent, such consent not to be unreasonably withheld. For the purpose of this Section, the following definitions apply:

    1. 7.2.1. “Third Party Claim Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding brought against Customer arising out of a third party claim that the software used in the Stroofy Services infringes any intellectual property rights of such third party; and
    2. 7.2.2. “Third Party Claim Losses” means any amount finally awarded in, or paid in settlement of, any Third Party Claim Indemnifiable Proceeding.

    7.3. Feedback. Any feedback or suggestions sent or shared by Customer or Users with Stroofy to improve the Stroofy Services or the Website may be implemented by Stroofy in any manner, including but not limited to future enhancements and modifications to the Website or the Stroofy Services. In such case, Customer and Users grant Stroofy an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferable, fully paid-up, royalty-free right to use any such feedback or suggestion for any purpose without any obligation or compensation to Customer, Users or any third party. In addition, Stroofy shall be free to reuse all general knowledge, experience, know-how, works and technologies, including ideas, concepts, processes and techniques, related to or acquired during provision of the Services.

  9. TERM AND TERMINATION

    8.1. Term. The General Terms are effective as of the Effective Date, and (I) for Customer, until all subscriptions terms to the Stroofy Services have expired or until they are terminated by any or both Parties in accordance with Section 8.2 (Termination); or (II) for a User, as long as he or she is accessing the Website or the Stroofy Services (the “Term” )

    8.2. Termination. The General Terms may be terminated:

    1. 8.2.1. by Customer at any time if it cancels the Services through its Stroofy Services account or with a Stroofy customer representative;
    2. 8.2.2. by the Parties at any time if the other Party materially breaches any of its obligations under the General Terms. If the material breach is curable, the General Terms may only be terminated if such breach is not cured within 15 days after a Party provides notice of the breach to the other Party. For clarity purposes, any violation of Section 2.5 (Unacceptable Use) and 2.8 (Unacceptable Conduct of Users) by Customer shall be deemed a material breach of the General Terms;
    3. 8.2.3. by Stroofy if Customer fails to make any payment of the Service Fees within 15 days after Stroofy provides notice that such amounts are overdue to Customer; or
    4. 8.2.4. by Stroofy for convenience, with at least 30 days prior written notice for a monthly renewal, or with at least a 90 days prior written notice for an annual renewal.

    8.3. No Refund in the Event of Termination. Section 3.3 (No Refunds) applies, regardless of the cause of termination. However, if Customer has terminated the General Terms pursuant to Section 8.2 (II), Stroofy shall refund all prepaid fees for the remainder of the unused Term.

    8.4. Survival. Sections 2.5 (Unacceptable Use), 2.8 (Unacceptable Conduct of Users), 2.9 (Indemnification by Customer), 4.6 & 4.7 (Use or Disclosure of Confidential Information), 5.2 (Warranty Disclaimers), 6 (Limitation of Liability), 7 (Intellectual Property and Feedback), 8 (Term and Termination) and 9 (General) shall survive termination of the General Terms.

  10. GENERAL

    9.1. Publicity. Customer grants Stroofy the right to use Customer’s company name and logo as a reference for marketing or promotional purposes, including on its Website or blog and in other public or private communications with Stroofy’s existing or potential customers. If Customer wishes to limit such right at any time, it shall notify Stroofy at the following email: legal@stroofy.com. Customer retains all right, title, and interest in and to such company name and logo.

    9.2. Governing Law and Jurisdiction. Any action related to the General Terms or the Stroofy Services, and your relationship with Stroofy shall be governed by, and construed and interpreted in accordance with, the laws of the Republic of Ireland and any disputes arising therefrom shall be subject to the exclusive jurisdiction of the courts of the Republic of Ireland.

    9.3. Specific Performance. Notwithstanding any other provision in the General Terms, a non-breaching Party may, upon any breach of the General Terms, immediately seek enforcement of the General Terms by means of specific performance or injunction, without any requirement to post a bond or other security.

    9.4. Force Majeure. Except as expressly provided otherwise in the General Terms, Stroofy shall not be liable by reason of any failure or delay in the performance of its obligations on account of an unforeseeable and irresistible event, including external causes with the same characteristics, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, act of God, war, terrorism and governmental action.

    9.5. No Other Agreements. The General Terms (including the Data Protection Addendum) are the entire agreement between the parties relating to the subject matter hereof and supersedes all oral or written offers, understandings, representations, conditions, warranties, covenants and other communications between the Parties relating hereto, including any non-disclosure agreements relating to the subject matter hereof.

    9.6. Notices. Stroofy may send notices pursuant to the General Terms to Customer’s email contact points provided by Customer. Customer may send notices pursuant to the General Terms to Stroofy at legal@stroofy.com. Notices shall be deemed received 24 hours after they are sent.

    9.7. Assignment & Successors. The General Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.

    9.8. Waiver. No waiver by either Party of any default in performance on the part of the other Party shall constitute a waiver of any subsequent breach or default by the defaulting Party.

    9.9. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of the General Terms invalid or otherwise unenforceable in any respect. In the event that a provision of the General Terms is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfil its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the General Terms shall continue in full force and effect.

    9.10. Consumer Protection Law. Stroofy is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, consumer protection laws do not apply.

    9.11. Relationship of the Parties. The Parties are independent contractors. The General Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

    9.12. Amendments. Unless Customer has a superseding written agreement with Stroofy, Stroofy may amend the General Terms from time to time on its Website, as its business evolves. Any revisions to the General Terms will become effective on the date Stroofy publishes the changes. Customer and Users can review the most current version of the General Terms at any time by visiting this page at terms of services. If Customer or Users use the Services or access the Website, as the case may be, after the effective date of any changes, that use or access will constitute the acceptance of the revised General Terms.