This Master Subscription Agreement (“Agreement”) is between Cheerlink (“Cheerlink,” “we,” “us,” or “our”) and you (if you act in your individual capacity) or the company, organization or another legal entity and its Affiliates (as defined below) on whose behalf you act as an authorized agent (in either case, “Customer”), when using or subscribing to use our proprietary support response systems, mobile applications, tools, application interface protocols, content, and related technical interfaces.
THIS AGREEMENT IS A BINDING CONTRACT AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY CUSTOMER, CUSTOMER’S AGENTS AND END-USERS. CUSTOMER CONSENTS TO CONTRACT WITH CHEERLINK ELECTRONICALLY USING THIS ELECTRONIC AGREEMENT. BY USING THE SERVICES, CLICKING ON “CREATE” WHEN SUBSCRIBING TO THE SERVICES, OR AUTHORIZING OR PERMITTING ANY OF CUSTOMER’S AGENTS (AS DEFINED BELOW) OR END-USERS (AS DEFINED BELOW) TO ACCESS OR USE OUR SERVICE, CUSTOMER IS LEGALLY BOUND TO THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT THIS ELECTRONIC AGREEMENT WILL HAVE THE SAME LEGAL FORCE AND EFFECT AS IF IT WAS IN PAPER FORM WITH YOUR WRITTEN SIGNATURE.
When Customer enters into this Agreement on behalf of a third party, such as a company, organization, employer, or another legal entity, Customer is agreeing to this Agreement for such entity and representing to Cheerlink that Customer has the authority to bind such entity and its Affiliates to this Agreement. If Customer does not have such authority, or if Customer does not agree with the terms and conditions in this Agreement, Customer must not use or authorize any use of the Services. For purposes of this Agreement, the term “Affiliate” means, with respect to a Party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
This Agreement (as amended) is effective on the earlier of the date this Agreement (through any provision, subscription, registration or other order process (e.g., service or purchase order) is signed (including by electronic means) or when the Customer permits any End-User or Agent to access the Service as permitted hereunder. For purposes of this Agreement, “End-Users” means individual customers or consumers of Customer that Customer permits to access the Services. Further, the term “Agent” means any individual or entity that is an account administrator, employees, consultants, service provider, contractors, and/or agents of Customer or its Affiliates that is granted access to the Services by Customer or its Affiliates in support of its internal business.
Certain Services may have supplemental terms and conditions unique to such Services or additional features that Customer will be required to accept at the time of Customer’s subscription or selection of such additional features (“Supplemental Terms”). Supplemental Terms do not replace this Agreement, but rather augment the terms and conditions in this Agreement. Supplemental Terms will only be binding if expressly agreed to by Customer in writing by the Parties. If there is any inconsistency or conflict between the terms of this Agreement (as revised) and any other agreement regarding Customer’s use of the Services, including Supplemental Terms, a service order or purchase order, the terms of such other agreement will control, but only with respect to the Services, products and subject matter covered by such other agreements.
1. Provision of the Services
1.1 Provision Generally
During the Subscription Term (as defined in Section 4.1) Cheerlink will provide Customer access to the subscribed Services based on Customer’s Subscription Plan in accordance with this Agreement and Supplemental Terms, if any, the Data Processing Agreement, and Cheerlink’ Privacy Notice (if Customer resides in a jurisdiction other than in the European Economic Area (“E.E.A.”)) and the Cheerlink’ EU Privacy Notice (if Customer resides in an E.E.A. jurisdiction), in each case as updated from time to time. This Agreement does not cover professional services, and such services will only be provided under a separate agreement between Cheerlink and Customer.
1.2 Grant of Rights
Subject to compliance with the terms and conditions of this Agreement, including payment of fees, the eligibility requirements set forth in Section 1.3 and the restrictions and requirements set forth in Section 1.4, during the Subscription Term and for the number of users based on Customer’s selected Subscription Plan Cheerlink hereby grants Customer a limited, non-exclusive, non-transferable right to: (a) access and use, and allow its Agents to access and use, the Services solely for Customer’s internal business purposes, (b) allow End-Users to use the Services solely in connection with support related to Customer’s business, and (c) download, install and use the Cheerlink-branded software applications provided by Cheerlink to enable access and use of the Services through mobile or other handheld devices (such as apps on iOS or Android devices) (“Mobile Apps”) solely in connection with Customer’s authorized use of the Services as provided in sub-paragraph (a) of this Section 1.2. All rights not expressly granted to Customer in this Agreement are reserved by Cheerlink and its licensors. There are no implied rights or licenses granted to Customer under this or any other Agreement concerning the Services.
The rights granted to Customer in this Agreement may be extended by Customer to Customer’s Affiliates and to contractors or service providers acting on Customer’s or Customer’s Affiliates’ behalf, provided that Customer remains responsible for their compliance hereunder.