Customer Terms of Service

Any questions? Write to us at contact@productive.io.

These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our online workplace productivity tools and platform (the “Services”). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to an organization set up by a Customer, the User Terms of Service  (the “User Terms”) govern your access and use of the Services. We are grateful you’re here.

These Customer Terms and any Order Form(s) (defined below) together form a binding “Agreement” between Customer and us. “We,” “our” and “us” refers to the applicable Productive entity in the section entitled “Which Productive Entity is Customer Contracting With?” below.

These Customer Terms comprise:
– Data Processing Addendum (the “DPA”) that regulates processing of personal data on behalf of the Organization
– Standard Contractual Clauses that are applicable to the extent that Productive processes any personal data subject to the European Union General Data Protection Regulation (“EU GDPR”) and United Kingdom General Data Protection Regulations (“UK GDPR) (together “GDPR”) and the Organization is the data exporter, 

Your conclusion of the Agreement with us, i.e. your acceptance of these Customer Terms, shall be treated as signing the Data Processing Addendum and, when applicable, the Standard Contractual Clauses.

If you purchase subscription(s), create organization(s) (i.e., a digital space where a group of users may access the Services, as further described in our Help Center pages), invite users to that organization, or use or allow use of that organization after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Agreement and agree to the Agreement on behalf of Customer. Please make sure you have the necessary authority to enter into the Agreement on behalf of Customer before proceeding.

“Customer” is the organization that you represent in agreeing to the Agreement. If your organization is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the organization. For example, if you signed up using a personal email address and invited a couple of friends to work on a new startup idea but haven’t formed a company yet, you are the Customer.

If you signed up for a plan using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your organization (including your role) and otherwise exercise its rights under the Agreement. If Customer elects to replace you as the representative (account “owner”) with ultimate authority for the organization, only you can change this person to be somebody else. Alternatively, the Customer may reach out to us to perform this action if you are unavailable, or no longer a part of the Customer organization.

Individuals authorized by Customer to access the Services (an “Authorized User”) may submit content or information to the Services, such as messages or files (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, invite people to organization. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please review the Help Center pages for more information about these choices and instructions.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Agreement is lawful.

A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through the Services interface, and in some cases, a subscription may be procured through an order form which we will prepare and send to Customer and which shall be entered into between Customer and us (each, an “Order Form”). Please see the Help Center for more information on procuring subscriptions through an Order form. 

The Customer purchases a defined number of seats which can be assigned to Authorised Users. The Authorised Users assigned to seats can be changed by the Customer. Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services “check-out” interface or in the Order Form, as applicable. Each seat is for a single Authorized User. During an active subscription term, adding more seats is fairly easy. Customer may purchase more seats at any time. Should the purchase be made after the initial subscription start date, the charge for additional seats will be prorated for the period that has passed in the billing cycle. Check out our Help Center pages for additional information on setting up an organization.

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

Customer must comply with the Agreement and ensure that its Authorized Users comply with the Agreement and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. 

The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are over 16 years old. 

Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.

If we believe that there is a violation of the Agreement that can simply be remedied by Customer’s removal of certain Customer Data we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

For Customers that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancellable and, except as expressly stated in the Agreement, fees paid are non-refundable. Check out our Help Center pages for more information about payment options. If we agree to invoice Customer by email, full payment must be received within fifteen (15) days from the invoice date.

Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

We believe customers should only pay for subscriptions that are actually used, so we offer a Fair Billing Policy. Certain exceptions and conditions may apply, as noted in the Services interface “check-out” or in an Order Form.

Any credits that may accrue to Customer’s account (for example, from a promotion or application of the Fair Billing Policy), will expire following expiration or termination of the applicable Agreement, will have no currency or exchange value, and will not be transferable or refundable.

Downgrade for Non-Payment

If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are fifteen (15) days or more overdue, we may, without limiting our other rights and remedies, block access to our Services until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue.

Customer isn’t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Agreement; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Agreement.

Be assured that (a) the Services will perform materially in accordance with our then-current Help Center pages; and (b) we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

For some of our Services, we offer specific uptime commitments paired with credits, if we fall short. In those cases, the credits will serve as what the lawyers call liquidated damages and will be Customer’s sole remedy for the downtime and related inconvenience. 

For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our Security Practices page. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorized Users do with Customer Data. That is Customer’s responsibility.

Regarding the EU and UK markets, please check our Compliance page where you can find most important answers regarding GDPR implementation.

We may leverage our employees, those of our corporate affiliates and third party contractors (the “Productive Extended Family”) in exercising our rights and performing our obligations under the Agreement. We will be responsible for the Productive Extended Family’s compliance with our obligations under the Agreement.

As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Agreement, Customer (for itself and all of its Authorized Users) grants us and the Productive Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Agreement and the User Terms. All of our rights not expressly granted by this license are hereby retained. Upon termination of subscription i.e. this Agreement, all licences shall cease.

As further described below, a free trial subscription expires in 14 days, while a paid subscription has a term that may expire or be terminated. The Agreement remains effective until all subscriptions ordered under the Agreement have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all subscriptions and all Order Forms.

All subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year in case of annual subscriptions, one (1) quarter in case of quarterly subscriptions, and one (1) month in case of monthly subscriptions. 

Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

We or Customer may terminate the Agreement on notice to the other party if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Agreement caused by its Authorized Users. 

We may terminate the Agreement immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

During the Subscription Term and any renewal terms, you may choose to cancel your subscription early. However, in this case we will not provide any refunds and you will promptly pay all unpaid fees due through the end of the Subscription Term.

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. 

Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination, i.e. we will be entitled to keep all prepaid fees. 

In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

We are custodians of Customer Data. During the term of organization’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services. Following termination or expiration of organization’s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control. Customer itself can initiate deletion by contacting us at contact@productive.io. For deletion or return of Personal Data upon termination, please check the Data Processing Addendum.

Customer represents and warrants that it has validly entered into the Agreement and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Agreement and the User Terms.

Except as expressly provided for herein, the services and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Customer acknowledges that we do not warrant that the services will be uninterrupted, timely, secure, or error-free.

Productive Extended Family’s aggregate liability arising out of or related to the Agreement or the User Terms (whether in contract or tort or under any other theory of liability or indemnification) will not exceed the total amount paid by Customer hereunder in the twelve (12) months preceding the last event giving rise to liability.

In no event will either Customer or any member of the Productive extended family have any liability to the other party or to any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by applicable law.

The Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Services. The Productive Extended Family therefore will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Also, Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. The Productive Extended Family will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement and the pricing for the Services.

We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Agreement infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us and the Productive Extended Family for, any Claim Against Customer.

Customer will defend Productive and the members of the Productive Extended Family (collectively, the “Productive Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Agreement or the User Terms (a “Claim Against Us”), and will indemnify the Productive Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Productive Indemnified Party in connection with or as a result of, and for amounts paid by a Productive Indemnified Party under a settlement Customer approves of in connection with a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Productive Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Agreement; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Agreement. We are allowed to share Confidential Information in accordance with this section with the Productive Extended Family.

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

The sections titled “Feedback is Welcome,” “Our Removal Rights,” “Payment Terms,” “Credits,” “The Productive Extended Family,” “What’s Yours is Yours …,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Agreement.

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to contact@productive.io stating that it does not wish to be used as a reference.

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Agreement.

Except as otherwise set forth herein, all notices under the Agreement will be by email, although we may instead choose to provide notice to Customer through the Services (e.g., integrated messaging feature). Notices to Productive will be sent to contact@productive.io. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

As our business evolves, we may change these Customer Terms and the other components of the Agreement. If we make a material change to the Agreement, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing to the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.

Except with respect to the Productive Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. 
Customer will keep its billing and contact information current at all times by notifying Productive of any changes. 

Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Agreement upon written notice to the assigning party.The provisions of the “Effects of Termination” section shall apply.  Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

All references to Productive,’ ‘we,’ or ‘us’ under the Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with the Agreement, and which courts have jurisdiction over any such dispute or lawsuit, do not depend on where Customer is domiciled.

You are contracting with The Productive Company, Inc, 2093 Philadelphia Pike #3280, Claymont, DE, 19703 USA.

The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of Delaware, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. 

The courts located in Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement. 

In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Regarding data protection questions, the applicable law and jurisdiction stated in the Data Protection Addendum and Standard Contractual Clauses shall apply.

The Agreement, including these Customer Terms, Data Processing Addendum and, when applicable, Standard Contractual Clauses, and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. 

Without limiting the foregoing, the Agreement supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. 

However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the Customer Terms and (3) finally any other documents or pages referenced in the Terms. Data Processing Addendum and Standard Contractual Clauses take precedence regarding the data protection issues.

Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.