An End User Licence Agreement is an agreement (or 'contract') between you (the 'person who in the end uses the software') and the company who provides the software (in this case, that'd be us, Complyfile).
Basically the End User Licence Agreement (often abbreviated to 'EULA') gives the end user (you) the contractual right to use the software.
You can find the Complyfile EULA by clicking here.
We were inspired in our approach to our EULA - and this help article - by the online work of attorney Jeremy Aber who wrote this blog post called 'What Does Your EULA Say About Your Company?'. He talks about a company's EULA 'telegraphing a message' about a company and its sophistication.
With a nod in the direction of Mr. Aber, this is what we want you feel about our contract:
- The Complyfile team's serious about this whole volunteer recruitment thing.
- I understand Complyfile's pricing, licensing and services model. It's simple.
- I like the way Complyfile seems to be transparent about how they work, and about their revenue model.
- They look like they know what they're doing.
- I bet they have a lot of customers.
- It looks they approved this document internally and it hasn't just been rolled out by a law firm.
- I don't see any tricks in here.
- This looks and feels fair, and I'm happy for us to agree to it.
So without further ado, this is what the End User Licence Agreement covers:
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE SUBSCRIBING FOR THIS SERVICE.
This bit's common sense: always read what you're signing up to, and make sure you have the authority to do so.
BACKGROUND
Just a little about the job we do for you; the job you need to hire us for; and how when you hire us to do that job, you pay us according to the terms of the agreement and price plans.
1. AGREED TERMS
A defined word or phrase is when you give the word or phrase capital letters / title case letters, Just Like This. The Agreed Terms section is a list of various Defined Terms, set out in alphabetic order from A-Z. When we use those words or phrases in the agreement, you can double check their meaning by looking at the Defined Terms.
2. YOUR SUBSCRIPTION
This section sets out that we don't sell you the Complyfile software; we let you pay for a license, that you can renew each month (or pay for annually) to use it. Your right to use it is just that – to use it. You can't copy it or prevent others from using it because you like it so much!
It also sets out who is allowed to use it; the importance of passwords; and stuff you can't do while using it (which is basically anything you wouldn't let any employee do either).
3. SUBSCRIPTION FEES
Complyfile's revenue model is based on the number of records of applicants and volunteers you have in your Complyfile database. Basically it means that as you grow (or get smaller) as an organization, the price you pay grows (or shrinks), once you hit certain thresholds (see the Complyfile Price Plans). Those thresholds and prices can be changed by Complyfile but not without telling you a few weeks in advance.
For customers in Ireland this section tells you that we take payment by Direct Debit. We do this because in our experience our customer organisations rarely have credit cards issued to them. Therefore we have opted to go for Direct Debits, which requires you fill in your organisation's bank account details. This section gives you details about the payment safety guarantees of using Direct Debit. From our side, Direct Debit enables Complyfile to reduce administrative costs from dealing with credit card payments, enabling us to keep the costs of the licence down.
4. SERVICES
Your right to use the Complyfile platform.
5. CUSTOMER DATA
Basically that you own all your data; that part of our job is to ensure the safety of that data, and we do that by backing-up your data (which you should be doing for your own personal stuff as well if you're not doing so already).
6. DATA PROTECTION
In legal terms, Complyfile is a data processor (we process your data for you). A customer is a data controller (you control the data; you ask us to process it for you on your behalf). This section talks about that.
This section talks about where data can be stored; that you have obtained your own users' permission to give us their data (to process it on your behalf)' that you and us will do our very best to look after the data; and about what you and we will do in relation to the data.
7. OUR OBLIGATIONS
We don't promise that there will never be bugs in the system; software is a continually evolving process; but we'll address them as we find them, doing so at our expense. Also, there are limitations to using the internet to do stuff, can delays can arise and other problems too.
8. YOUR OBLIGATIONS
In short, helping us to help you get your volunteer recruiting job done quickly and safely.
9. PROPRIETARY RIGHTS
Confirmation that we own all the rights to the Complyfile platform, and the necessary licences and permissions to get the job done for which you're hiring us.
10. INDEMNITY
How we look after one another in the remote event that someone says we're not allowed to do something, or that you're not allowed to do something either.
11. CONFIDENTIALITY
We're each of us acknowledging that the information we give to each other is based on us doing so in trust and confidence.
12. LIMITATION OF LIABILITY
Sets out what we're liable for, and what we're not liable for, in the event that something goes wrong. The liability is limited to the total fees paid by a customer in the previous 12 months.
13. ROLLING CONTRACT RENEWAL; & CONTRACT TERMINATION
You don't purchase Complyfile. You hire us to help you get a job done. Each month you can decide if you want to hire us again, or fire us. You can do this on an annual basis if that's easier for you; it helps us with our cash-flow when you pay us a year upfront, so in return for that commitment, we give you a month's free usage of the software (hopefully feels like a win for you, and a win for us; that's the idea anyhow).
It also talks about reasons why our partnership might end non-voluntarily; and what happens to a customer's data anyway when a customer leaves Complyfile. You can download and export all your data. After 30 days from when a customer leaves, we wipe their data from our database. (We do it after 30 days to give you time to change your mind).
14. FORCE MAJEURE
A nice old French legal term for an event that is completely unforeseeable, i.e. nobody could have predicted it would have happened. It frees both parties in an agreement from liability to one another in the event that unforeseeable event happens. In reality, a Force Majeure event usually simply suspends the parties' liabilities to one another until the Force Majeure event has passed.
15. OTHER IMPORTANT TERMS
If another company bought Complyfile, under the agreement we'd be able to accept that offer. A customer can only transfer to another organization its right to use Complyfile, if Complyfile agrees to it in writing.
Other stuff:
- how notices (written important communications) can be given and received;
- how when we talk about being 'partners' it's not in the legal sense like a law firm and its partners, rather it's in the relational sense of us partnering with you to get your volunteer recruitment job done in the best way possible.
- if one clause in the agreement's a dud, it doesn't make the whole agreement a dud;
- that any rights under the agreement can only be waived on Complyfile's side by someone authorized to actually waive it;
- that the agreement's governed by Irish law (our datacenters are based in Ireland and we're an Irish technological company); and
- that if we fall out over anything, we both agree to submit the disagreement to arbitration.
Questions?
If you still have any questions on the Complyfile EULA, please message us through the app, shoot us an email to [email protected] or give the office a buzz on +35319069055.