Last Updated: Jun 5, 2023
1.1 Platform and Services. Fellow is the owner of the Services. The Platform 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. Fellow will use commercially reasonable efforts to maintain the security and integrity of 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 to access the Platform; or (ii) who individuals have signed up for the Platform 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.
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 of User Content. 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 Platform (not under an Organization’s premium subscription), you will only be able to access your User Content from the previous 45 days.
4. USER RESPONSIBILITIES AND RESTRICTIONS
4.1 License Restrictions. By using the Services, you acknowledge that the Platform and Documentation contains confidential and proprietary information and trade secrets belonging to Fellow and its licensors, and acknowledges that the restrictions set out in Section 6 apply to the Platform and Documentation. “Documentation” shall mean the technical publications prepared and delivered to Licensee with the Platform relating to the installation and operation of the Platform or other Fellow software products, such as reference, user, installation, systems administrator and technical guides and release notes.
4.2 User Responsibility. 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:
- Use the Platform other than as permitted by this Agreement;
- Share your login information with any individual;
- Use the Platform to send, store, publish, post, upload or otherwise transmit any information in violation of any laws, rules or regulations including those relating to and privacy, or in violation of any of Your warranties, representations or obligations under this Agreement;
- License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform available to any third party;
- Use the Platform to upload, collect, transmit, store, use or process any patient information or other data: (i) that You do not have the lawful right to copy, transmit, distribute, and display (ii) for which You do not have the consent or permission from the owner of any personal health information and/or any other personal information contained therein; (iii) that is tortious, defamatory, obscene, or offensive; or (iv) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability;
- Use the Platform to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;
- Continue to use the Platform in a manner that interferes with or disrupts the integrity or performance of the Platform following a notice from Fellow of such use;
- Attempt to gain unauthorized access to the Platform or its related systems or networks;
- Use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Platform;
- Use any data mining, robots or similar data gathering or extraction methods;
- Access the Platform for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Platform; or
- Copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Platform or any part thereof or otherwise attempt to discover any source code or modify the Platform, except as expressly provided for in this Agreement. if the foregoing provision is prohibited by applicable law, you shall provide Fellow with advance written notification of (A) its intention to decompile, disassemble or otherwise reverse engineer the Platform, and (B) the nature of the work involved. Fellow will be given the right of first refusal to perform such work at its prevailing rates and prices;
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
5.2 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.
6. INTELLECTUAL PROPERTY; FELLOW LICENSE
6.1 End User License. The Services, Documentation 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, we grant you a non-transferable, non-exclusive, license to use the Service for your individual use, and not for the use of any other person or individual. Nothing in the Terms 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, decompile or circumvent any of the usage rules or restrictions on the Services. Any future release, update, or other addition to functionality of the Services shall be subject to the terms of these Terms.
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.
6.3 Proprietary Markings. You hereby agrees to ensure that all copyright, trademark and other proprietary notices of Fellow affixed to or displayed on the Fellow products (including the Platform and Documentation) will not be removed or modified. you will not use any name, title or expression that, in the opinion of Fellow, so nearly resembles any Fellow trademarks that such use may lead to confusion or uncertainty on the part of the public.’
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.
7.3 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. CONFIDENTIAL INFORMATION
8.1 “Confidential Information” means any information, technical data, or know-how concerning either party, including, but not limited to, research, products, services, customers, markets, business policies or practices, unreleased software, developments, inventions, processes, designs, drawings, engineering, marketing, business plans or finances. Obligations of non-disclosure will not apply to Confidential Information which the receiving party can conclusively establish (i) was in the possession of the receiving party without an obligation of confidentiality at the time of disclosure; (ii) prior to or after the time of disclosure became part of the public domain without the act or omission of the receiving party to whom it was disclosed; (iii) was disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; or (iv) was independently developed by the receiving party without use or reliance upon the Confidential Information.
8.2 Each party covenant’s to the other party that they will not at any time, other than in accordance with these Terms, disclose the Confidential Information of the other to any person or entity without the prior written approval of the disclosing party, or use any such Confidential Information for any purpose, other than as necessary to fulfill these Terms, unless specifically pre-approved in writing by the disclosing party. However, the receiving party may disclose Confidential Information in accordance with a judicial or other governmental order, provided that the receiving party uses all legitimate and legal means available to minimize the disclosure to third parties, the disclosure of the Confidential Information is restricted in the same manner as is the confidential information of the receiving party or other litigating parties; and the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
8.3 The receiving party may disclose Confidential Information of the other only to its employees and consultants who have a ‘need-to-know’ for the purposes of fulfilling these Terms. Each party shall execute appropriate written agreements with employees and consultants sufficient to enable it to comply with all of the confidentiality provisions of this Agreement. Neither party shall reverse engineer, decompile or disassemble any Confidential Information of the other party. The Confidential Information obligations in these Terms shall survive the termination or expiration of these Terms.
9.1 Payment & Charges. Your access to and use of the Services is subject to Your payment of the applicable fees due for the Services selected by You, which may be on an annual or yearly basis (“Fees“) set out on the Website and all other applicable amounts, charges and taxes indicated to You when You purchase Services (or otherwise notified to You by Fellow from time to time) when you use the Platform noted on Your invoice and viewable in Your account profile. Unless otherwise stated on the Invoice, all invoiced amounts are due upon receipt and processed immediately using the credit card on file for You. Receipts for purchased Services will be delivered to You electronically. You shall: (i) keep the billing, credit card and payment information You provide to Fellow or its payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; otherwise, we may suspend the Services; (ii) promptly advise Fellow if Your credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for Your failure to pay any Fees billed to You by Fellow caused by Your failure to provide Fellow with up to date billing information. To offset its additional processing costs, Fellow may charge You for administrative charges as set from time to time for administrative or account activities including: collection efforts due to non-payment or having a balance over Your credit limit; returned or rejected payments; or changes in personal identifier information. All administrative charges charged to You will be indicated to You on Your invoice or receipt and You shall pay all such charges.
9.2 Taxes. You are responsible for paying any applicable governmental sales, use, value-added, commodity, harmonized and other taxes imposed on Your purchase or use of the Platform. To the extent Company is required to collect such taxes, the applicable tax will be added to Your billing account.
9.3 Transaction Processing. Company will cause transactions in respect of Your purchase of Platform access to be processed, and applicable fees owing by You to be collected. All subscriptions will automatically renew and the relevant fees will be processed and charged to You in full unless You notify Company at least thirty (30) days in advance of the anniversary of a renewal period that you wish to discontinue the Services. Recurring payments for periodic subscriptions are processed on the account anniversary date for any subscriptions.
9.4 Pre-authorized Payment. By providing a credit card to Fellow as part of your account set-up for pre-authorized payments, You authorize Fellow to charge Your credit card for all outstanding Fees, taxes and charges and outstanding account balances due under the Agreement, and this constitutes Fellow’s good and sufficient authority for so doing. If Your pre-authorized payment method fails, Company will provide notification to you of payment failure. If you fail to rectify the payment failure within 10 days of written notice, Fellow may immediately deactivate Your Account without notice to You and collect Fees owing using other collection mechanisms. If you have not paid applicable fees within 30 days of the due date, Company will automatically terminate your Account and all User Data from our servers. You are solely responsible for all charges incurred under Your account by You or third-parties.
9.5 Changes to Fees and Services. Company may change the Services, any Platform Fees, amounts, charges (including one-time charges), and/or other aspect of any of the Services at any time upon reasonable notice to You by posting the change on the Website, sending notice via an email to the email address You provide on registration, a message on Your invoice, in writing, or any other notice method likely to come to Your attention. If You do not accept the change, Your sole recourse is to terminate the Services. Your continued access to and use of the Services after the change has come into effect constitutes Your acceptance of the change and You acknowledge and agree that (i) You will be deemed to have accepted the change, with no additional written agreement or express acknowledgement required; and (ii) You will continue to be responsible to pay for the Services unless You terminate these Terms.
10.1 Information Disclaimer. Any information or materials provided by the 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 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 Services.
10.2 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.
10.3 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.
11. 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.
13. 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.
14.5 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.
14.6 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