Terms of Use

Fellow Insights Inc. (“Fellow” / “We” / “Us”) OWNS AND OPERATES THE FELLOW SOFTWARE-AS-A-SERVICE PLATFORM AND THE WEBSITE LOCATED AT WWW.FELLOW.CO (THE “WEBSITE”). THESE TERMS OF USE APPLY TO ALL INDIVIDUALS WHO USE THE PLATFORM, WEBSITE OR THE SERVICES, AS DEFINED BELOW (“USERS”) (INCLUDING ALL OF THE CONTENT ON OR AVAILABLE THROUGH THIS WEBSITE).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING THIS WEBSITE OR PLATFORM YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE (“TERMS”). IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE THE PLATFORM, WEBSITE OR ANY CONTENT OR SERVICES. THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY FELLOW FROM TIME TO TIME WITHOUT NOTICE. THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE, AND IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES. YOUR USE OF THE PLATFORM, WEBSITE OR SERVICES AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS.

IN ORDER TO USE THE WEBSITE, PLATFORM AND SERVICES (DEFINED BELOW), YOU MUST REGISTER FOR THE SERVICES AND PROVIDE CERTAIN PERSONAL INFORMATION. FOR INFORMATION ON HOW WE USE YOUR PERSONAL INFORMATION, PLEASE SEE OUR PRIVACY POLICY, THE TERMS OF WHICH FORM AN INTEGRAL PART OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THE PRIVACY POLICY DO NOT USE THE FELLOW WEBSITE OR SERVICES

1. SERVICES

1.1 Platform. Fellow is the owner of the Fellow Insights software-as-service platform and Fellow Slack Bot (the “Platform”) which allows individuals to engage with others for one-on-one meetings, team meetings, feedback, goal-setting, recognition and related activities, including integration with third-party workplace software (the “Services”).

1.2 Users. The Services are available to end user employees or contractors (“Employees”) (i) whose employer or organization (“Organization”) has entered into a Master Services Agreement with Fellow; or (ii) who have signed up for the Services individually without an Organization. Fellow may also make some aspects of the Platform and Services available for free. By using the Services in any manner as an Employee, you represent and warrant to Fellow that you are permitted to do so by your Organization and not in breach of any Organization policy.

1.3 Third-Party Services. Your use of any third-party software, tools or integrations with the Services, including but not limited Office 365, Google or Slack will require you to agree to the terms of service and privacy policy of any such third-party.

2. REGISTRATION

2.1 Accounts. Employee Users must register for an account to use the Services (your “Account”). In order to use the Services as an Employee, you must use the invitation from your Organization to register for an Account. When you register for the Account, you will be required to provide certain information, which is subject to our Privacy Policy. To access the basic version of the Platform, you still need to register for an Account but do not need an invitation from an Organization.

2.2 Credentials. After you have registered for an Account you can login using your Google, Office365 or Slack account credentials (depending on which you used to sign up). In the future, we may add further login mechanisms including one to allow for login using an email/password combination. You are responsible for all activity occurring on your Account, so please select a strong password for your Google/Office365/Slack accounts and if applicable, your password for Fellow (should that login mechanism be offered for using the Services). Please keep your password (as applicable) secure, and do not share it with any other individual. We will not be liable for any damages caused by virtue of the compromise of your Account or password, including any unauthorized access to your Account or use of your Account or any information contained therein. Please contact us immediately if you suspect or become aware of any unauthorized use of your Account or any other breach of security.

3. USER CONTENT

3.1 Responsibility. All information, data, text, software, sound, images, graphics, messages or other materials, including personal information (“User Content”) transmitted to the Platform by Users is the sole responsibility of Users. This means that the User, and not Fellow, is entirely responsible for all such material uploaded, transmitted or otherwise made available by using the Platform and Services. Users are solely responsible for obtaining all necessary consents and making all necessary disclosures required in connection with any and all User content. Fellow does not control User Content uploaded to the Platform and as such, does not guarantee the accuracy, integrity or quality of such content. Under no circumstances will Fellow be liable in any way for any User Content, including, but not limited to, any errors or omissions in any materials or for any loss or damage of any kind incurred as a result of the viewing or use of any User Content posted, uploaded, transmitted or otherwise made available on the Platform.

3.2 Storage. If you are using the basic version of the Services (not under an Organization’s premium subscription), the Platform will only make accessible User Content from the past 45 days.

4. USER RESPONSIBILITIES AND RESTRICTIONS

You are responsible for all activity occurring on your Account and for the compliance with this Agreement. Without limiting the generality of the foregoing, You agree that You will not:

Fellow reserves the right to terminate, limit, or suspend User access to the Platform for any User breach of these restrictions or any other violation of any other term of this Agreement.

5. LICENSE TO USER CONTENT

5.1 User Content. Except for the material that We license to you pursuant to Section 6 of this Agreement, Fellow does not claim ownership of any of the materials or User Content created, transmitted, uploaded, stored or otherwise made available on the Platform by You through your use of the Services. You hereby grant to Fellow a limited license to collect and store User Content for the purpose of providing the Services. You further grant Fellow a perpetual, irrevocable, and unlimited licence to use, store, and manipulate User Content to create aggregated and anonymized statistical analytics in respect to Platform use and other Services and User parameters and characteristics in accordance with the Fellow Privacy Policy.

5.2 Feedback. If You provide Fellow with any suggestions, comments or other feedback (“Feedback”) relating to the website, Fellow may use such Feedback in the website or in any other Fellow products or services (collectively, “Fellow Offerings”). Accordingly, You agree that: (a) Fellow is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Fellow, (c) Fellow (including all of its successors and assigns and any successors and assigns of any of the Fellow Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Fellow Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Fellow or any of the other users of the Website or Platform.

5.3 Data. As between and you and Fellow, you exclusively own all rights, title and interest in and to all of your data and User Content. Fellow shall only access your Account, including Your Data, to respond to service or technical problems or as necessary for the operation of the Service or billing. You hereby grant Fellow and its affiliates a non-exclusive, irrevocable, perpetual, sub-licensable, transferable license to use, copy and otherwise exploit your data and User Content as reasonably required to provide the Services. The forgoing license shall include the right for Fellow to use, copy and otherwise exploit your data and User Content for the purpose of creating Anonymous Service Data. Fellow shall own all right, title and interest in and to the Anonymous Service Data, including all intellectual property rights in the Anonymous Service Data, and you hereby assign, transfer and convey to Fellow any ownership interest you may have in any Anonymous Service Data. In addition, you agree that your Organization will have access to all User Content and your data in accordance with our Privacy Policy and the privacy practices of your Organization.

6. INTELLECTUAL PROPERTY; FELLOW LICENSE

6.1 End User License. The Website, Platform, Services and the information and materials contained therein (except for information and material provided by Users of the Services), are the property of Fellow and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms of Use, we grant you a non-transferable, non-exclusive, license to use the Website and Platform for your individual use, and not for the use of any other person or individual. Nothing in the Terms of Use gives you a right to use the brand names, trademarks, logos, domain names, and other distinctive brand features we provide the Services under without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website or Platform. Any future release, update, or other addition to functionality of the Website, Platform and Services shall be subject to the terms of these Terms of Use.

6.2 Evaluation License Grant. If You register for a free trial of the Platform, then, subject to these Terms, Fellow grants You a limited, personal, non-transferable, non-sub-licensable, internal license to use the Platform for non-production, evaluation purposes during the applicable Trial Period. For the purposes of these Terms, “Trial Period” means the time starting from Your registration to use a free trial of the Service until the earlier of (i) the end of the free trial period for which You registered (which trial period shall be thirty (30) days unless otherwise stated on the registration page for the free trial version of the Service), or (ii) the start date of any paid subscription for the Service ordered by You. You will not be entitled to receive any support from Fellow for Your use of a free, trial subscription for the Service. Fellow may terminate the Trial Period for any free trial of the Service at any time in Fellow’s sole discretion and may accept or decline any request for a free trial version of the Service in Fellow’s sole discretion. ANY DATA YOU ENTER INTO THE FREE TRIAL VERSION OF THE SERVICE AND ANY CUSTOMIZATIONS YOU MAKE TO THE FREE TRIAL VERSION OF THE SERVICE WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A PAID SUBSCRIPTION TO THE SERVICE. YOUR DATA CANNOT BE EXPORTED FROM THE FREE TRIAL VERSION OF THE SERVICE. NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE TERMS, ACCESS TO THE FREE TRIAL VERSION OF THE SERVICE IS ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND. Additional terms and conditions applicable to the free trial version of the Service may appear on the applicable registration page. Any such additional terms and conditions are incorporated into these Terms by reference.

7. TERM; TERMINATION

7.1 Term. This Agreement will commence on the date it is entered into by You (“Effective Date”) and continue unless and until the Agreement is terminated in accordance herein. If your Organization’s subscription to the Platform or Services is terminated, you agree that this Agreement shall be terminated and you will no longer have access to the Platform.

7.2 Termination by Fellow. Fellow retains the right to terminate this Agreement and/or your ability to access the Platform and Services at any time without notice to You if any of the following occur: (i) material breaches or violations of these Terms of Use; (ii) request by law enforcement or other government agencies; (iii) discontinuance or material modification to the Website and/or Platform and Services (or any part thereof); (iv) unexpected technical, security or legal issues or problems, and/or participation by You, directly or indirectly, in fraudulent or illegal activities (including, but not limited to falsification of your credentials).

7.3 Employee Departure. If an Employee User ceases to work for the Organization, the Employee User’s access to the Platform and Services shall be terminated immediately.

7.4 Effect of Termination. In the event of Termination by either Party Fellow reserves the right to delete any information in the User Account that it is not required by law to retain.

8. IMPORTANT DISCLAIMERS

8.1 Information Disclaimer. Any information or materials provided by the Website, Platform and Services, including analytics, are for information purposes only. There is no guarantee that any of the information provided by the Website or Platform will be applicable to you and Fellow does not make any representations or warranties about the effectiveness of any of the information and materials provided by the Website, Platform or Services. Fellow expressly disclaims any and all liability or responsibility for any loss, harm, injury to person or property, illness, damage or any other claim arising as a result of User reliance on the information and material provided by the Website, Platform and Services.

8.2 Internet Security Disclaimer. You understand that the transmission of User Content is necessary to use of the Services. Therefore, You expressly consent to Fellow’s storage of User Content, which will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Fellow. Fellow is committed to protecting your privacy and we have safeguards in place that comply with Federal and Provincial laws, rules and regulations relative to storing personal information; however, You acknowledge and understand that User Content may be accessed by unauthorized persons when communicated across the Internet, network communications facilities, or other electronic means. Fellow is not responsible for any User Content which is delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across public networks not owned or operated by Fellow, including, the Internet and your local network. You agree that Fellow is not in any way responsible for any interference with Your use of or access to the Services or security breaches arising from or attributable to the Internet and You waive any and all claims against Fellow in connection therewith.

8.3 DISCLAIMER OF ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE INFORMATION AND MATERIALS PROVIDED ON THIS WEBSITE ARE PROVIDED “AS IS.” SPECIFICALLY, BUT WITHOUT LIMITATION, FELLOW DOES NOT REPRESENT, WARRANT OR OFFER ANY CONDITIONS THAT: (I) THE INFORMATION OR MATERIALS ON THIS WEBSITE ARE CORRECT, ACCURATE, RELIABLE OR COMPLETE; (II) THE FUNCTIONS CONTAINED ON THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (III) DEFECTS WILL BE CORRECTED, OR (IV) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FELLOW SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR MERCHANTABLE QUALITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. FELLOW DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND FELLOW SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY.

9. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL FELLOW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE, THIS WEBSITE OR ANY OF THE INFORMATION OR MATERIALS CONTAINED ON THIS WEBSITE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL PLATFORMLY EVEN IF FELLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FELLOW’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OF ANY AMOUNTS PAID BY YOU TO FELLOW IN THE TWO MONTHS PRECEDING THE DATE THAT THE CLAIM WAS FIRST MADE AGAINST FELLOW (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE PLATFORMLICABLE JURISDICTION.

10. INDEMNIFICATION

YOU SHALL INDEMNIFY, DEFEND AND HOLD FELLOW AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, THREATS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, OBLIGATIONS, COSTS, AND EXPENSES INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE WEBSITE, YOUR USE OF THE WEBSITE, ANY VIOLATION BY YOU OF THESE TERMS OF USE, OR ANY VIOLATION BY YOU OF ANY RIGHTS OF ANOTHER (INCLUDING, WITHOUT LIMITATION, ALL INTELLECTUAL PROPERTY RIGHTS AND RIGHTS OF PUBLICITY, PERSONALITY OR PRIVACY), OR ANY VIOLATION BY YOU OF ANY APPLICABLE LAWS, RULES AND REGULATIONS GOVERNING THE COLLECTION, ACCESS, USE, DISCLOSURE AND STORAGE OF PERSONAL INFORMATION AND PERSONAL HEALTH INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY CONSENT REQUIREMENTS THEREIN.

11. THIRD PARTY CONTENT

This Website may contain links to other websites that are not owned or controlled by Fellow. Fellow is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence on the website of a link to any non-Fellow websites does not imply that Fellow endorses or accepts any responsibility for the content or use of such websites, and You hereby release Fellow from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites.

12. GENERAL

12.1 Enforcement of Terms and Conditions. If any part of these terms of use is unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions. The failure of Fellow to exercise or enforce any right or provision under these terms of use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Fellow must be in writing and shall only apply to the specific instance identified in such writing. No waiver by Fellow of any provision of these terms of use shall be deemed to be a further or continuing waiver of such provision or any other provision. You agree that any cause of action that You may have arising out of or related to this website or Your use of this website must commence within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.

12.2 Assignment. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Fellow’ prior written consent. Fellow may assign the terms of use, or any rights or licenses granted hereunder, at any time without notice.

12.3 Survival. In addition to Sections 5, 6, 7, 8, 9, 10, 12.1, 12.3, 12.4, and 12.5 all representations, warranties and conditions made by You in these terms of use shall survive the termination of these terms of use. Unless otherwise explicitly identified as terminating elsewhere in these terms of use, all licenses granted by You in these terms of use shall survive their termination. All payment obligations incurred by You prior to the termination of these terms of use shall survive their termination.

12.4 Entire Agreement. These terms of use, together with any privacy policy that may be published on the website, constitutes the entire agreement between the parties relating to the website and all related activities. These terms of use shall not be modified except in writing signed by both parties or by a new posting of these terms of use issued by Fellow.

12.5 Choice of Law. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties hereby irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Ottawa, Ontario.

12.6 English Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais

12.7 Contact. If you have any questions about these Terms of Use or if you wish to make any complaint or claim with respect to the Website, Platform or Services please contact us at help@fellow.co.

Last Updated: October 7, 2019.