Wellbeing Program Customer Terms and Conditions
- Confidentiality. “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) including without limitation technical information, business information, business plans, data, data, research, business forecasts, sales and merchandising, and marketing plans; and any other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party. A Receiving Party may use Confidential Information solely for the purpose of providing or receiving Services hereunder. The Receiving Party will protect such Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own Confidential Information, but in no case, less than reasonable care. The obligations of confidentiality hereunder shall continue for no less than five (5) years from the date Customer ceases the provision of the Services to its employees. Notwithstanding the foregoing, a Receiving Party’s obligation to maintain the confidentiality of trade secrets shall survive until such time that such trade secrets are no longer protected as trade secrets. Receiving Party will not have any obligations under these terms and conditions with respect to Confidential Information that: (1) was in the public domain at the time it was disclosed to the Receiving Party; (2) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (3) was disclosed to the Receiving Party without an obligation of confidentiality; (4) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or (5) was developed by employees or agents of the Receiving Party who had no access to any Confidential Information.
- Customer Data. Except as necessary to perform Services hereunder, Customer’s data (the “Customer Data”) shall be considered Customer’s Confidential Information. Customer acknowledges and agrees that it will only provide Cleo with the minimum amount of Customer Data necessary for Cleo to perform Services hereunder. Cleo may use the Customer Data provided hereunder, including employee contact information, leave administrator details, and eligibility files, to assist Customer in the administration of the Cleo benefit and performance of the Services. By way of example Cleo may share information about Authorized Users with Customer’s benefit affiliates or vendors in order to perform the services, after written notice of confirmation from the Customer’s authorized representative.
- Publicity. Customer agrees to allow Cleo to use their company logo and to reference Customer by name in press releases, online, and in marketing and sales collateral. Following one quarter of active service, Customer agrees to allow Cleo to use their name as a referenceable customer.
- Surveys. Cleo may conduct surveys with Authorized Users from time to time. Should Cleo conduct such a survey that includes Authorized Users, Cleo shall provide summary reports of such surveys to Customer. Customer agrees to allow Cleo to engage with their employee families who are Cleo users for these purposes.
- Warranties. Cleo represents and warrants that it will provide the Services in a workmanlike manner, consistent with industry standards. Customer represents and warrants that it has received appropriate authorization to provide the Customer Data to Cleo. Except for the warranties in this section, each party acknowledges and agrees that neither party offers any other warranties, express or implied.
- Indemnification. Each party shall indemnify and hold harmless the other party from and against any claim, suit, action, or proceeding (collectively, a “Claim”) arising out of (a) such party’s gross negligence or willful misconduct, and (b) such party’s breach of its confidentiality obligations hereunder. The indemnified party shall give reasonably prompt written notice to the indemnifying party of any Claims and shall provide the indemnifying party with reasonable assistance (at the indemnifying party’s expense). Customer acknowledges and agrees that Authorized User’s access to the Services is governed by the terms and conditions of the agreement between Cleo and such Authorized Users, and that Customer shall have no right to seek indemnities to resolve disputes between Cleo and Authorized Users. The indemnifying party shall have sole control over the defense and/or resolution of the Claims, provided, however, that the indemnified party must consent to any settlement that requires the indemnified party to pay damages or admit culpability. Unless a delay prejudices the indemnifying party, the indemnified party’s failure to provide reasonably prompt written notice shall not excuse the indemnifying party from its obligations hereunder.
- Limitation of Liability. To the extent permitted by applicable law, in no event shall either party be liable for special, incidental, indirect, consequential or punitive damages in any way relating to these terms and conditions. In no event shall either party’s aggregate liability in any way relating to these terms and conditions exceed $10,000. The existence of more than one claim shall not enlarge the foregoing limit.
- No Third-Party Beneficiaries. These terms and conditions are intended and agreed to be solely for the benefit of the parties hereto, and no other party shall be entitled to rely on these terms and conditions or accrue any benefit, claim, or right of any kind whatsoever pursuant to, under, by, or through these terms and conditions.
- General. Neither party may assign any rights or obligations arising under this Agreement, without the prior written consent of the other; except that either party may assign this Agreement without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement will be governed by and construed in accordance with the laws of the state of California, without regard to its conflicts of laws principles, and any claim, suit, action, or proceeding hereunder must be brought in the appropriate state or federal court located in the City and County of San Francisco, California. The parties to these terms and conditions are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by these terms and conditions.
Last updated: June 2021