Terms of Service

1 Services

1.1 CONDUCTOR SOFTWARE  SERVICES

During the Term, we will provide you with access to, and use of, the Services ordered by you as described in the Service Order. You may order additional services at any time during the Term by contacting your third-party consultant or our Customer Care team. You will be invoiced for any additional services you order after the start of the Term at the time those Services are ordered.

1.2 CHANGES TO SERVICES

We continually change and improve our Services. Conductor Software may alter the Services at any time without prior notice. We will endeavour to provide you with prior notice if we make a change to the Services resulting in an overall material decrease in functionality of the Services. If we do make a change that results in a material decrease in functionality, you may terminate your Subscription under clause 8.4.

1.3 ACCESS ISSUES AND SUSPENSION OF SERVICES

Occasionally and from time to time you might not be able to access our services and your data.  There are numerous reasons for why this may occur.

We may limit or suspend your Services at our discretion (for example, to perform scheduled maintenance or in the event of a security emergency).  If Conductor Software limits or suspends the Services, we will endeavour to give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for us to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.

We may suspend your access to or use of the Services following fourteen (14) days’ written notice if Customer is in material breach of this Agreement or any service order (including but not limited to Customer’s failure to pay Conductor Software the fees).

Conductor Software will frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features.  Where this occurs, we will endeavour to notify you where practical (for example, by email, on our blog, or within our services when you log in).

1.4 THIRD PARTY SERVICES

If you use any third party service with the Services (for example, HRIS, Slack, project management integrations or a web browser), you acknowledge that third party services may access or use the Customer Data. Conductor Software will not be responsible for any act or omission of the third party, including such third party’s use of Customer Data. Conductor Software does not warrant or support any such third party service, and you should contact that third party for any issues arising from your use of the third party service.

Conductor uses sub-processors to assist in providing Conductors services. A sub-processor is a third party data processor engaged by Conductor who agrees to receive personal data from Conductor intended for processing activities to be carried out (i) on behalf of Conductor customers; (ii) in accordance with customer instructions as communicated by Conductor; and (iii) in accordance with the terms of a written contract between Conductor and the sub-processor.

Conductor maintains an up-to-date list of the names and locations of all sub-processors. You can obtain a copy of this list  by contacting privacy@conductorsoftware.com

2 Fees and Payments

2.1 FEES FOR SERVICES

As a Customer, you agree to pay Conductor Software any fees for each Service you purchase direct or use on behalf of your client, in accordance with the pricing and payment terms invoiced to you. Except as indicated in this Agreement or required by law, fees paid by you are not refundable.

2.2 PRICE CHANGES AND USER INCREASES

Conductor Software may change its fees for Services at any time. Except where you exceed the User limit indicated in a Service Order, any changes to fees will apply from the start of your next Subscription Term.

If your use of the Services during a Billing Cycle exceeds the User limit indicated in the Service Order, we may charge you for the additional Users on a pro rata basis for the remainder of that Billing Cycle.

2.3 AUTOMATIC RENEWAL

If you have entered into Automatic Renewal Subscription Services this will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with written notice:

(a) during the current Subscription Term for that Service; or

(b) up to 7 days after the beginning of the new Subscription Term for that Service.

To avoid doubt, automatic renewal does not guarantee that the price for Services paid during the previous Subscription Term will remain the same for the next Subscription Term.

2.4 PAYMENT METHODS

You authorize us to charge for fees using the payment method indicated in the Service Order. Unless otherwise agreed, payments for invoices are due on the date of invoice, unless a purchase order has been approved and received.  If you elect to pay by credit card, debit card, or any other billing method that supports automatic recurring payments, we will initially attempt to charge you using that billing method when payment is due, and payments will be considered overdue if payment is not received on the due date. If Conductor Software is required to initiate legal action due to non-payment of fees, Customer shall bear all costs resulting from the collection of such fees. You agree to keep your billing and billing contact information current and accurate.

2.5 INTEREST

Overdue payments may incur interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue, from the date that the relevant payment was due until that payment has been received. You will be responsible for all reasonable expenses (including lawyers’ fees) incurred by Conductor Software in collecting such overdue amounts, except where:

(a) the overdue amounts are due to Conductor Software’s billing inaccuracies; or

(b) you have sought to resolve a dispute using the dispute resolution process in clause 13.1 and that process is still active.

2.6 TAXES

Unless stated otherwise in the Service Order, all fees for Services exclude sales tax, GST, VAT, or other similar taxes. Except for any income taxes payable by Conductor Software, you are responsible for all other taxes or duties payable under applicable law relating to the Services provided under this Agreement, including any penalties or interest. If Conductor Software is required to collect or pay any taxes on your behalf, we will invoice you for those taxes unless you provide us with valid evidence that no tax should be invoiced.

3 Data Protection

3.1 PRIVACY

Conductor Software uses your data to provide our services to you. Our privacy notice is an important part of these terms and describes in more detail how we deal with personal data, like your name and email address.

In the course of using the Services, you or your Users may transfer to us Customer Data containing personal data. You agree and consent to the use, transfer, processing, and storage of Customer Data in accordance with this Agreement.

If you or your Users are based in the European Union while using our Services, we will process your personal information as a data processor on your behalf. In this case, you will be considered to be the data controller of the personal information as defined in Article 4(7) of the EU General Data Protection Regulation 2016/679 (GDPR) and the EU e-Privacy Directive (Directive 2002/58/EC).

Administrators may be a dual controller of information when they are engaged by a client company to manage the services on their behalf.  You agree you have legal consent to the use, transfer, processing, and storage of Customer Data in accordance with this Agreement.  As a client engaging the services of a dual controller you  may replace this person as Data Controller at any time by writing to Conductor Software at privacy@conductorsoftware.com.

Under no circumstances will any entity in the Conductor Software Group be deemed a data controller with respect to Customer Data under any relevant law or regulation.

3.2 SECURITY

Conductor Software will store and process Customer Data in a manner consistent with industry security standards. Conductor Software has implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Customer Data and to mitigate the risk of unauthorized access to or use of Customer Data.

3.3 DATA LOSS AND DISASTER RECOVERY

Data loss is an unavoidable risk.  You’re responsible for maintaining copies of your data entered into our services.

Conductor Software will retain backup copies of Customer Data made in the ordinary course of business by Conductor Software, for the purpose of enabling appropriate disaster recovery practices. Despite any other term in this Agreement, Conductor Software will retain these backups for a period of up to 7 days from the time that each backup copy is generated. Thereafter, Customer agrees and acknowledges that Customer Data will be irretrievably deleted from backups.

3.4 SURVEY RESPONDENT CONFIDENTIALITY

In this Agreement, Confidentiality Notice means: (i) the notice given to survey respondents at the time of answering a survey conducted by you, including the degree of confidentiality and anonymity that a survey respondent will have when answering survey questions.

To provide the Services to you, Conductor Software must provide your Users with a Confidentiality Notice for each survey you conduct. You acknowledge and agree that by conducting any survey using the Services:

(a) your right to possess Customer Data is subject to the terms of any relevant Confidentiality Notice provided to your Users by Conductor Software; and

(b) Conductor Software’s ability to show or transfer the Customer Data to you is subject to the terms of any relevant Confidentiality Notice provided to your Users by Conductor Software.

4 Confidentiality

4.1 CONFIDENTIAL INFORMATION DEFINITION

In this Agreement, Confidential Information means any information disclosed by a party (the Discloser) to the other party (the Recipient) in connection with the use of the Services that is marked confidential or would reasonably be considered as confidential under the circumstances. Customer Data is the Customer’s Confidential Information. Confidential Information does not include any information that:

(a) is or becomes public through no fault of the Recipient;

(b) the Recipient already lawfully knew;

(c) was rightfully given to the Recipient by a third party free of any confidentiality duties or obligations; or

(d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information as demonstrated by documentary evidence.

4.2 CONFIDENTIALITY OBLIGATIONS

The Recipient must:

(a) protect the Discloser’s Confidential Information using commercially reasonable efforts and no less than the same efforts it uses to protect its own Confidential Information;

(b) not disclose the Discloser’s Confidential Information, except to affiliates, employees, directors, contractors, agents, and professional advisors of the Recipient who need to know it and who have agreed in writing to keep it confidential;

(c) only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement; and

(d) ensure that its affiliates, employees, directors, contractors, agents and professional advisors only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement.

4.3 COMPELLED DISCLOSURE

The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or legal process, but only after it, if permitted by law:

(a) uses commercially reasonable efforts to notify the Discloser in writing;

(b) gives the Discloser the opportunity to challenge the requirement to disclose; and

(c) cooperates with the Discloser if the Discloser seeks an appropriate protective order.

4.4 NON-DISCLOSURE AGREEMENTS

The provisions of this clause 4 will supersede any non-disclosure agreement between the Parties and such agreement will have no further force or effect.

5 Intellectual Property

5.1 INTELLECTUAL PROPERTY RIGHTS DEFINITION

In this Agreement, Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trade marks, service marks, domain names, good will and any commercial information. Intellectual Property Rights also include any application or right to apply for registrations of any of these rights, any rights protected or recognised under any laws throughout the world, related to these rights, and anything copied or derived from such property or rights.

5.2 CUSTOMER INTELLECTUAL PROPERTY RIGHTS

You retain all ownership and Intellectual Property Rights to Customer Data. Conductor Software does not claim ownership over any Customer Data. This Agreement does not grant us any licences or rights to Customer Data except for the licences granted in clauses 5.3 and 5.4 below, or as otherwise required for us to provide the Services to you or your Users.

5.3 LICENCE FOR THE SERVICES

For the Term of this Agreement, you grant Conductor Software a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, or archive Customer Data for the purposes of providing the Services to you as contemplated by this Agreement.

Subject to the receipt of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-assignable and non-sub-licensable license to use any Reports which you can (and are authorised to) export through the functionality of the Services for your internal purposes (in each case subject to any Confidentiality Notices).

5.4 LICENCE FOR SERVICE IMPROVEMENT

You grant Conductor Software a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, archive, or otherwise use Customer Data for the purposes of Service Improvement and creating de-identified aggregated data (“Data Sets”). Data Sets may be made publicly available and may be used after termination of this Agreement provided that such Data Sets cannot be used directly or indirectly to identify the Customer or its Users.

5.5 CUSTOMER DATA REVIEW

You acknowledge that, in order to ensure compliance with legal obligations, Conductor Software may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates this Agreement (such as when unlawful conduct or content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we reasonably believe violates the law or this Agreement. However, Conductor Software otherwise has no obligations to monitor or review any content submitted to the Services by you or any other person.

5.6 CUSTOMER FEEDBACK

We welcome any feedback you have with regards to our services.  If you provide us with any feedback associated with the Services, Conductor Software may use that feedback without restriction and without any obligation to you.

5.7 CUSTOMER LISTS

Conductor Software may identify you (by name and logo) as a Conductor Software customer in promotional materials or during promotional events. If you do not want your name and/or logo to be used in this way, please contact our Customer Care team at info@conductorsoftware.com.

5.8 INTELLECTUAL PROPERTY RIGHTS

Nothing in this Agreement or from your use of the Services grants you:

(a) ownership in the Services or the content (including Reports) you access through the Services (other than Customer Data); and

(b) any right to use any Conductor Software trademarks or other Intellectual Property Rights contained in our brand identity.

Conductor Software will continue to own all right, title, and interest in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g. dashboard data or Reports), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant you any other licenses, express or implied, to any of our intellectual property including software, services, or products.

5.9 PLATFORM SUB-PROCESSORS

You agree that Conductor Software and the third-party service providers that are utilized by Conductor Software to assist in providing the Services to you have the right to access your account and to use, modify, reproduce, distribute, display and disclose Customer Data to the extent necessary to provide or improve or deliver the Services, including, without limitation, in response to your or your Users’ support requests.

Any third-party service providers utilized by Conductor Software will only be given access to your account and Customer Data as is reasonably necessary to provide the Services and will be subject to: (i) confidentiality obligations which are substantially consistent with the standards described in this Agreement; and (ii) their agreement to comply with the data transfer restrictions applicable to personal information as set forth in this Agreement.

6 Account Management

6.1 ACCOUNT SECURITY AND ACCESS

You are responsible for safeguarding any passwords or other credentials used to access your account. Administrator or manager accounts may not be shared and may only be used by one individual per account. You are responsible for any activity occurring in your account (other than activity that Conductor Software is directly responsible for and is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to, or use of, your account, you should immediately notify our Customer Care team.

6.2 CUSTOMER SYSTEMS

You are responsible for maintaining and updating your operating systems, Internet browsers, anti-virus software, or other software that you or your Users use to access and use the Services.

7 Customer Obligations

7.1 LEGAL COMPLIANCE

You must use the Services in compliance with, and only as permitted by, your internal company rules and any applicable law. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance. You must not use the Services in a way that would subject Conductor Software to any industry-specific regulations (for example, the Children’s Online Privacy Protection Act, the Payment Card Industry Data Security Standard or the Health Insurance Portability and Accountability Act). You acknowledge and agree that we are not responsible for any liabilities arising from your violation of this restriction.

7.2 UNACCEPTABLE USES

As an Administrator, Manager, User, Recipient, Visitor, Customer or Client to Conductor you are responsible for your conduct and  the conduct of users you have invited, requested or provided access to our services. You must ensure that you and your Users never:

(a) misuse the Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions we provide;

(b) use our services in any way that might impair functionality or interfere with other people’s use.

(c) circumvent or attempt to circumvent any limitations that Conductor Software imposes on your account (such as any User limits in the Service Order) or access any system without permission;

(d) share anything that may be offensive, violates any law, or infringes on the rights of others.

(e) probe, scan, or test the vulnerability of any Conductor Software system or network, unless with prior written authorization of Conductor Software;

(f) decipher, decompile, disassemble, translate, create derivative works, reverse engineer or otherwise attempt to reproduce, reconstruct, identify, discover or extract any source code, algorithms, underlying ideas or underlying user interface techniques in the Services or any of the software used to provide the Services, or attempt to do so;

(g) directly or indirectly identify a User contrary to the terms of any Confidentiality Notice or other privacy setting, or attempt to do so;

(h) introduce, upload or transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services;

(i) engage in abusive or excessive use of the Services, which is usage significantly in excess of average usage patterns that adversely affect the speed, responsiveness, stability, availability, or functionality of the Services for other customers and their users. Conductor Software will endeavour to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Conductor Software;

(h) use the Services to infringe the Intellectual Property Rights of others, or to commit fraud or any illegal activity;

(i) attempt to circumvent any license, timing or use restrictions that are built into the Services; or

(j) unless authorized in writing by Conductor Software, lend, resell, repackage, lease or sublicense any leads or data accessed through our services or otherwise use the Services in any way not expressly permitted through our services.

(k) Act in a manner that is abusive or disrespectful to any Conductor Software employee, partner, contractor, representative, client or customer.  We do not tolerate any abuse or bullying in any situation and that includes interaction with our support teams.

7.3 USERS

You must:

(a) ensure that your Users comply with this Agreement;

(b) obtain any consents required from each User to allow you and the administrators or managers of your account to engage in the activities contemplated by this Agreement, as required by applicable law;

(c) obtain any consents required from each User to allow Conductor Software to provide the Services, as required by applicable law;

(d) not provide any person under the age of 16 with access to the Services, unless otherwise permitted by applicable law.

7.4 SUSPENSION OF USERS

If a User breaches this Agreement or uses the Services in a manner that Conductor Software reasonably believes will cause Conductor Software liability or disrupt others’ use of the Services, then Conductor Software may request that you suspend or close the applicable User account until the breach has been cured or the use in such manner has stopped. If you fail to comply with such request, then Conductor Software may suspend or close the applicable User account.

8 Term and Termination

8.1 TERM

This Agreement begins on the date you sign the Service Order or first use the Services (whichever is earlier), and continues until your Subscription ends or otherwise terminates, or if this Agreement is terminated (the “Term“).

8.2 TERMINATION WITHOUT CAUSE

Either party may terminate this Agreement to be effective at the end of the then current Subscription Term by providing the other party with 30 days written notice of termination:

If your Service Order states that your Subscription will not auto-renew, then your account will terminate at the end of your current Subscription Term with no further action required by you.

Conductor Software may terminate or suspend your subscription or access to all or any data immediately if immediately if you violate these terms:

8.3 TERMINATION FOR CAUSE

Each party may terminate this Agreement if the other party:

(a) is in material breach of this Agreement and fails to cure that breach within 14 days after receipt of written notice;

(b) is in breach of any of these terms and the beach cannot be remedied;

(b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. 

8.4 TERMINATION BY CONDUCTOR SOFTWARE

Conductor software may choose to terminate your subscription at any time by providing you with one month’s written notice in advance.  Conductor Software may also terminate or suspend your subscription or access to all or any data immediately if:

1. if any payment owed by you to Conductor Software is more than 30 days overdue.

8.4 TERMINATION FOR MATERIAL DECREASE IN FUNCTIONALITY

If we make a change to the Services resulting in an overall material decrease in functionality of the Services, you may terminate this Agreement  by providing thirty (30) days written notice to Conductor Software. Upon receiving notice of termination from you, Conductor Software will provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of this Agreement.

8.5 CONSEQUENCES OF TERMINATION

If this Agreement is terminated:

(a) by you due to breach by Conductor Software, we will provide you with a pro rata refund for any fees prepaid by you applicable to the period following the termination of this Agreement; or

(b) by Conductor Software due to breach by you, we will bill you, and you will pay, for any accrued but unbilled fees, and you will remain liable to pay any invoices outstanding on the termination date.

In no event will expiration or termination of this Agreement relieve you of any fees payable for the period prior to the date of termination. 

8.6  RETENTION OF YOUR DATA

All data received by Conductor Software, except PII and OII data, is retained to allow broader analyses across time, geographies and industries that add additional value to users. We retain data in accordance with our Privacy Policy and data retention policies. Any User Data archived on Conductor’s systems will be securely isolated, anonymized and aggregated before use in any further processing in accordance with Conductor’s Terms of Service. Once a subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you. 

8.7 DATA EXPORTS

The Services include functionality that enables you to export Customer Data in your account at any time during the Term. If the foregoing functionality is not operational, we may assist you to export any Customer Data that existed in your account at the time of termination, provided you make such request before the end of your Subscription Term. However, we do not guarantee that all Customer Data will be able to be exported and only Customer Data that is permitted to be transferred to you within the terms of any applicable Confidentiality Notice or other privacy setting will be transferred to you. Upon Customer’s written request, Conductor Software will delete all Customer Data from its production environments.

8.8 SURVIVAL

The following clauses will survive the termination of this Agreement: 2, 3.3, 3.4, 4, 5.3, 5.4, 7.2, 8, 10, 11, 13 and 14.

9 Warranties

9.1 WARRANTIES

Each party represents and warrants that:

(a) it has full power and authority to enter into this Agreement; and

(b) it will comply with all laws and regulations applicable to its provision or use of the Services.

10 Indemnities

10.1 BY CUSTOMER

You will indemnify, defend, and hold harmless Conductor Software and and its affiliates from and against all liabilities, damages, and costs (including settlement costs and reasonable lawyers’ fees) arising out of a third party claim regarding or in connection with:

(a) Customer Data (including claims of Intellectual Property Rights infringement);

(b) your use of the Services in breach of this Agreement; or

(c) your Users’ use of the Services in breach of this Agreement.

10.2 BY CONDUCTOR SOFTWARE

Conductor Software will indemnify, defend, and hold you harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that the technology used to provide the Services to you infringes any Intellectual Property Rights of such third party. However, in no event will Conductor Software have any obligations or liability under this clause arising from:

(a) use of any Services in a modified form or in combination with materials not furnished or authorized by Conductor Software;

(b) any content or data provided by you, your Users, or any third parties; or

(c) designs or specifications provided to Conductor Software by Customer that caused such infringement claim.

10.3 POTENTIAL INFRINGEMENT

If we believe the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then we may:

(a) obtain the right for you, at our expense, to continue using the Services;

(b) provide a non-infringing functionally equivalent replacement; or

(c) modify the Services so that they no longer infringe.

If we do not believe that the options above are commercially reasonable, then we may suspend or terminate your use of the impacted Services and provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of such Services.

10.4 INDEMNITY PROCEDURES

A party seeking indemnification under this Agreement will promptly notify the other party of the claim and cooperate with the other party in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defence, except that:

(a) any settlement requiring the indemnified party to admit liability or to pay any money will require that party’s prior written consent (such consent not to be unreasonably withheld or delayed); and

(b) the indemnified party may join in the defence with its own counsel at its own expense.

Nothing in this Agreement will restrict or limit a party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under Clauses 10.1 and 10.2. The indemnities in this Agreement are a party’s sole and exclusive remedy under this Agreement for violation by the other party of a third party’s Intellectual Property Rights.

11 Disclaimers and Limitations of Liability

11.1 DISCLAIMERS

Except as expressly provided in this Agreement and to the extent permitted by applicable law, neither party makes any warranties of any kind, express, implied, statutory, or otherwise, including those of merchantability, fitness for a particular purpose, and non-infringement. Conductor Software provides the services on an “as is” basis and, except as expressly provided in this Agreement and to the extent permitted by applicable law, we make no representations regarding the availability, reliability, or accuracy of the Services, or regarding any Customer Data or other content associated with your account.

11.2 EXCLUSION OF LIABILITY

To the extent permitted by applicable law, neither party will be liable for any lost profits, business interruption, replacement Services or any indirect, consequential, special, incidental, punitive, or exemplary damages arising out of or in connection with this Agreement, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose, and regardless of the theory of liability.

11.3 LIMITATION OF LIABILITY

To the extent permitted by applicable law, the aggregate liability of either party arising out of or in connection with this Agreement will not exceed the total amounts paid or payable by you to Conductor Software under this Agreement during the 12 months prior to the event giving rise to the liability or claim.

11.4 EXCEPTIONS TO LIMITATIONS

The limitations of liability in clauses 11.2 (Exclusion of liability) and 11.3 (Limitation of liability) do not apply to violations of a party’s Intellectual Property Rights by the other party or each party’s indemnification obligations under this Agreement.

12 Amendments

12.1 AGREEMENT AMENDMENTS

Conductor Software may amend this Agreement from time to time and the most current version will be posted on the Conductor Software website. If an amendment is material, as determined in Conductor Software’s reasonable discretion, we will notify the Customer Contact by email or when they next log in to your account. Except in the case of an amendment being made to satisfy legal requirements, we will provide you with at least 30 days’ notice of material amendments.

If an amendment has a material adverse impact on you and you do not agree to the amendment, you may terminate the Agreement by notifying our Customer Success team within 30 days’ of receiving notice of the amendment (otherwise, you will have been deemed to have consented to the amendment).

12.2 OTHER AMENDMENTS

Any amendment to this Agreement that is not made to the current version displayed on our website, must be in writing, signed by you and Conductor Software, and must expressly state that it is amending this Agreement.

13 Dispute Resolution, Governing Law and Jurisdiction

13.1 DISPUTE RESOLUTION

Before commencing any form of litigation, including court proceedings, professional mediation or arbitration, each party agrees to:

(a) give the other party notice of the dispute and its nature;

(b) give the other party the opportunity to remedy any breach of this Agreement within 30 days; and

(c) hold good faith negotiations with the other party to settle the disputed matter

13.2 ALL CUSTOMERS

(a) the Conductor Software party to this Agreement is The Psychological Safety Company Pty Ltd (ACN 633 428 172) of Brisbane, Australia.

(b) this Agreement is governed by the laws of Queensland, Australia; and

(c) each party submits to the exclusive jurisdiction of the courts of Queensland, Australia, in relation to any proceedings connected with this Agreement.

13.3 INJUNCTIONS

Nothing in this Agreement prevents a party from seeking a temporary restraining order, injunction, or other equitable relief in relation to a breach (or attempted breach) of this Agreement by the other party.

14 Other Terms

14.1 ASSIGNMENT

Neither party may assign this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld). However, both parties may assign this Agreement without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of the party’s assets or its business to which the subject matter of this Agreement relates. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any other attempt to transfer or assign this Agreement or any rights or obligations under this Agreement are void.

14.3 ENTIRE AGREEMENT

This Agreement (including any documents incorporated by reference to a URL), constitute the entire agreement between you and Conductor Software and supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of this Agreement, and are void.

14.4 FORCE MAJEURE

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, or general internet disturbance) that was beyond the party’s reasonable control (except for payment of any money owed).

14.5 INDEPENDENT CONTRACTORS

The relationship between the parties is that of independent contractors, and not legal partners, employees, or agents of each other.

14.6 INTERPRETATION

The use of the terms includes, including, such as and similar terms, will be deemed not to limit what else might be included.

14.7 NO WAIVER

A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.

14.8 NOTICES

All notices must be in writing and will be deemed given when:

(a) verified by written receipt, if sent by postal mail with verification of receipt service or courier;

(b) received, if sent by mail without verification of receipt; or

(c) when verified by automated receipt or electronic logs if sent by email.

Notices to Conductor Software must be sent to Conductor Software Pty Ltd, by email to ceo@conductorsoftware.com. Notices to you may be sent to the email address associated with the Customer Contact details in the Service Order. You must keep the contact details associated with your account current and accurate by notifying Conductor Software’s Customer Care team when your contact details change. You may grant approvals, permission, extensions, and consents by email.

14.9 PRECEDENCE

To the extent any conflict exists between the documents that constitute this Agreement, the order of precedence will be: Service Order, and General Terms.

14.10 SEVERABILITY

If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed from this Agreement and the remaining terms will remain in full effect.

14.11 THIRD PARTY BENEFICIARIES

There are no third party beneficiaries to this Agreement. Your Users are not third party beneficiaries to your rights under this Agreement.