Subscription Services Agreement
This Subscription Services Agreement (“SSA”) governs any previously executed and active ordering documents and any future ordering documents executed by the customer identified in the applicable ordering document (“Customer”) and the Subscription Services Provider (“PETIT PASSEPORT”). This SSA, the applicable ordering document, and any other incorporated terms, comprise the complete understanding between the parties on the subject matter (“Agreement”). This SSA supersedes any previously executed SSA or other master agreement(s) entered into by the parties which pertain to the Services (defined below).
1. Ordering
1.1. Ordering Services
Subject to Customer’s compliance with the Agreement, Customer may access and use the Paid Subscription services offered via PETIT PASSEPORT’s websites to the extent and for the term stated in the ordering document (“Services”).
1.2. Payment and Taxes
Customer will pay the fees for the Services in accordance with the payment terms stated in the ordering document, including all applicable taxes and fees associated with the transaction. Customer’s purchases are non-cancelable and payment for Services is non-refundable, except as otherwise stated in this SSA. All taxes payable by Customer will be separately stated and exclusive of the fees. Customer will have no liability for taxes that are statutorily imposed on PETIT PASSEPORT.
2. Responsibilities
2.1. Use of Services
PETIT PASSEPORT shall provide Customer access to the Services in accordance with the Agreement. Customer will use the Services solely for its intended purpose and as outlined in the Service Terms. Unless otherwise stated in the Agreement, only Customer-designated employees and contractors are authorized to use the Services (“Customer User”) and must be a Member when accessing Services through PETIT PASSEPORT. A “Member” is an individual who signs-up to use PETIT PASSEPORT’s Services under PETIT PASSEPORT’s Terms of Use, which is subject to periodic updates or amendments by PETIT PASSEPORT. The Terms of Use are incorporated into this SSA. Customer may only use the Services for Customer’s internal use. Customer will promptly and without undue delay notify PETIT PASSEPORT upon learning of any unauthorized use of the Services or any other breach of security related to the Services. Customer will have access to the Customer Users’ information that it collects in connection with the Users’ access to the PETIT PASSEPORT Services purchased by Customer. Customer may use such information only as needed for use of the Services and as expressly permitted in this SSA.
2.2. Provision of Services
Customer is responsible for providing PETIT PASSEPORT with the information necessary for PETIT PASSEPORT to provide the Services. Customer is solely responsible for the accuracy, quality and legality of such information. If a Service must integrate with third-party systems or applications used by Customer, a customer relationship management system (“CRM”), or similar, Customer is solely responsible for the integration and related activities. PETIT PASSEPORT disclaims any and all liability for the use of third-party systems or applications residing outside PETIT PASSEPORT’s systems.
2.3. Data Protection
If PETIT PASSEPORT processes Personal Data on behalf of Customer pursuant to this Agreement, then PETIT PASSEPORT and Customer will comply with all applicable US data protection laws and regulations. Excluding Fault-Based Data Breaches resulting from PETIT PASSEPORT’s negligence, gross negligence, intentional misconduct or fraud (“Fault-Based Data Breach”), PETIT PASSEPORT disclaims liability for any Personal Data Breach.
2.4. Compliance with Laws
With respect to the parties’ performance of their obligations under this Agreement, the parties will comply with all applicable US data laws and regulations and all international, federal, state, provincial and local laws, including Trade Laws. Customer will not take any action that causes PETIT PASSEPORT to violate Trade Laws. In the event Customer learns of a potential violation of Trade Laws relating to the performance of this Agreement, or a potential violation of the terms in this subsection, it will alert PETIT PASSEPORT as soon as possible, but in no event more than fourteen (14) days after acquiring this knowledge. PETIT PASSEPORT may suspend or terminate this Agreement to the extent that PETIT PASSEPORT reasonably concludes that performance would cause it to violate Trade Laws or place PETIT PASSEPORT at risk of becoming the subject of economic sanctions under Trade Laws.
2.5. Scope of PETIT PASSEPORT’s Services under the CCPA
For purposes of the California Consumer Privacy Act, PETIT PASSEPORT does not sell Member Personal Data to Customers. Customers have access to Member Personal Data that is disclosed by the Member to PETIT PASSEPORT Content Posters on the PETIT PASSEPORT platform, or when PETIT PASSEPORT Members: (i) direct PETIT PASSEPORT to share additional information with Customers, Members, or Visitors; or (ii) use PETIT PASSEPORT’s Services to directly communicate with PETIT PASSEPORT’s Customers (e.g., through Lead Generation Forms).
3. Confidential Information
3.1. Definition
“Confidential Information” means any information disclosed under the Agreement that: (i) is clearly marked as “Confidential” or with a similar designation; (ii) is identified as “Confidential” by discloser at the time of disclosure and confirmed in writing to recipient as being Confidential Information; or (iii) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g., non-public Personal Data, etc.).
3.2. Limited Use and Non-Disclosure
Recipient will: (i) use Confidential Information only for the purposes of furthering the business relationship between the parties; (ii) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care; (iii) not disclose Confidential Information to any third party except to:
(1) Affiliates or employees, students, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this SSA; or
(2) as required by law;
and (iv) not modify any Confidential Information, to the extent applicable, unless authorized in writing by discloser.
4. Intellectual Property Rights and Ownership
No right, title or interest in any intellectual property right transfers to the other party, except for the limited rights stated in the Agreement.
As between the parties, Customer retains all ownership rights in and to Customer Personal Data (as defined in the Terms of Use and Privacy Policy). Customer is not obligated to provide PETIT PASSEPORT or its Affiliates with any suggestions, enhancement requests, or other feedback about the Services or related technology (“Feedback”). However, if Customer does provide Feedback to PETIT PASSEPORT, PETIT PASSEPORT may use and modify it without any obligation, restriction or payment.
5. Term and Termination
5.1. Term
This SSA is effective on the date the first ordering document is executed by Customer and PETIT PASSEPORT (“Effective Date”) and remains in effect until terminated.
5.2. Termination
Either party may terminate this SSA or an ordering document if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving notice of the breach. Either party may terminate this Agreement immediately upon notice if the other party (i) files a voluntary petition for bankruptcy or a petition or answer seeking reorganization; (ii) has filed against it an involuntary petition for bankruptcy that has not been dismissed within sixty (60) days of the date of filing; (iii) makes an assignment for the benefit of creditors; or (iv) applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such a receiver, trustee or liquidator is appointed for the other party. Upon providing advance written notice to Customer, PETIT PASSEPORT may suspend Customer’s access to the Services if Customer is in breach of the Agreement and the suspension will continue for as long as reasonably necessary for Customer to remedy the breach. Any such suspension will not relieve Customer from its obligation to pay PETIT PASSEPORT in respect of the Services. If all ordering documents under this SSA have expired or been terminated, then either party may terminate this SSA for convenience by providing written notice to the other party.
5.3. Effect of Termination
Termination of this SSA or an ordering document will not relieve Customer from its obligation to pay PETIT PASSEPORT any fees stated in an ordering document, excluding termination by Customer for PETIT PASSEPORT’s uncured material breach of this SSA. If Customer terminates this SSA or an ordering document because of PETIT PASSEPORT’s uncured material breach, PETIT PASSEPORT will refund a pro-rata share of any pre-paid fees under the applicable ordering document. PETIT PASSEPORT will notify registered Customer Users that their access to the applicable Services has terminated and PETIT PASSEPORT may remove or discard all content that Customer uploaded or otherwise made available to PETIT PASSEPORT in accordance with PETIT PASSEPORT’s DPA and Privacy Policy. Termination of an ordering document does not terminate this SSA; however, termination of this SSA will result in the immediate termination of all ordering documents. The provisions of this SSA that by their nature extend beyond the termination of this SSA will survive termination.
6. Disclaimer of Limited Warranty
PETIT PASSEPORT WARRANTS THAT (I) IT HAS THE NECESSARY RIGHTS TO PROVIDE THE SERVICES TO CUSTOMER; AND (II) THE SERVICES DO NOT AND WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. CUSTOMER’S SOLE REMEDY AND PETIT PASSEPORT’S SOLE LIABILITY FOR A BREACH OF THE FOREGOING WARRANTIES IS PETIT PASSEPORT’S OBLIGATION TO DEFEND AND INDEMNIFY CUSTOMER UNDER SECTION 7.1(I). EXCEPT FOR THE WARRANTIES STATED IN SECTION 6 OF THIS AGREEMENT, PETIT PASSEPORT MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, PETIT PASSEPORT DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Indemnification
7.1. Indemnification Scope
PETIT PASSEPORT will defend, indemnify and hold Customer, its Affiliates, and their respective directors, officers and Customer Users harmless from and against all third-party claims to the extent resulting from or alleged to have resulted from: (i) the Services’ infringement of a third party’s intellectual property right; or (ii) PETIT PASSEPORT’s material breach of the Agreement. Customer will defend, indemnify and hold PETIT PASSEPORT, its Affiliates, and their respective directors, officers and employees harmless from and against all third-party claims to the extent resulting from or alleged to have resulted from: (iii) the infringement of a third party’s intellectual property right by any content, data or other information uploaded into PETIT PASSEPORT’s system or otherwise provided by Customer; (iv) Customer’s infringement of a third party’s intellectual property right due to Customer’s improper use of PETIT PASSEPORT content; or (v) Customer’s material breach of the Agreement.
7.2. Indemnification Procedures
Each party will promptly notify the other in writing of any third-party claim. The indemnifying party will: (i) control the defense of the claim; and (ii) obtain the other party’s prior written approval of the indemnifying party’s settlement or compromise of a claim. The indemnified party will: (iii) not unreasonably withhold or delay its approval of the request for settlement or compromise; and (iv) assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party’s expense.
8. Limitation of Liability
8.1. Damages Waiver
Subject to Section 8.3, to the fullest extent permitted by law, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages. Excluding Fault-Based Data Breaches, PETIT PASSEPORT disclaims liability for any Personal Data Breach.
8.2. Liability Cap
Subject to Section 8.3, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for an amount that exceeds the total fees paid or payable to PETIT PASSEPORT during the term of the applicable ordering document(s).
8.3. Exclusions
The limitations of liability stated in sections 8.1 and 8.2 do not apply to: (i) a party’s confidentiality or indemnification obligations; (ii) a party’s liability for fraud, gross negligence or intentional misconduct; (iii) a party’s liability for death or personal injury; (iv) a party’s violation of the other party’s intellectual property rights; or (v) any Fault-Based Data Breach.
9. Insurance Coverage
During the term of this Agreement, PETIT PASSEPORT will maintain insurance coverage as required by law in connection with its performance under the Agreement. To obtain a copy of PETIT PASSEPORT’s certificate of insurance, please Contact Us.
10. Governing Jurisdiction and Dispute Resolution
10.1 This Agreement is governed by the laws of the State of Kansas, US.
10.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of the State of Kansas, US. The prevailing party in any litigation may seek to recover its legal fees and costs. Notwithstanding the foregoing, if you have your registered office within the European Union, PETIT PASSEPORT may agree to facilitate referral of a dispute to the American Dispute Resolution Center (ADRC) in the first instance where, due to the nature of the dispute, such referral is likely to bring about a prompt and definitive resolution.
11. Miscellaneous
If a conflict exists between any of the terms in the Agreement, then the ordering document will govern, followed by the DPA, the Privacy Policy, this SSA, the Service Terms, and finally the Terms of Use. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Agreement, other than as stated in the Agreement. Notices will be provided in writing to the email address and/or physical address of the other party stated on the ordering document, unless otherwise stated in the Agreement. Notices are effective on the date of delivery. The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. Except as otherwise provided in the ordering document, either party may assign this Agreement to an Affiliate or a successor-in-interest that is not a competitor of the non-assigning party, made in connection with a change of ownership event. Except for the foregoing, neither party will assign the Agreement in whole or in part without the other party’s prior written consent (which consent will not be unreasonably denied, delayed or conditioned). Any attempted assignment in violation of this restriction is void. The Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Except as necessary to provide the Services to Customer, PETIT PASSEPORT will not name Customer as a customer of PETIT PASSEPORT’s in its marketing and promotional materials without obtaining Customer's prior consent. PETIT PASSEPORT may remotely monitor Customer’s use of the Services to ensure compliance with the Agreement, provided that PETIT PASSEPORT will not access Customer’s network, systems or devices in connection with such monitoring. The parties may amend the Agreement only in a written amendment signed by both parties, except for the Terms of Use and Service Terms, which may be modified in accordance with their terms. If this SSA will be executed then it can be executed electronically and in counterparts, each of which is deemed to be an original and together comprise a single document. Each party represents and warrants that the individual binding a party under this SSA is authorized to do so.