Terms

These terms of service (the “Terms”) govern your use of and access to the Website (as defined herein) and the Platform (as defined herein)provided to you from time to time by Laboratoire d’innovation technologique GSoft Inc. or any of its affiliates, parents, subsidies or other related or designated entities (the “Supplier”). By accessing the Platform and/or the Website, you agree to the Terms on behalf of yourself as a User (as defined herein) and/or, as the case may be, on behalf of the organization that you represent (“Customer”, “you”, “yours”, as applicable), unless you have a superseding written agreement with Supplier. If you are accessing the Website or the Platform on behalf of the organization that you represent, you represent and warrant that you have the authority to agree to the Terms on its behalf. If you do not agree with the Terms, do not use or access the Website or the Platform. No terms or conditions included (i) in any order documentation provided by Customer to Supplier, or (ii) with Customer’s vendor set-up process will be incorporated into, or form any part of, the Terms, and all such terms or conditions are null and void even if such terms or conditions are accepted by Supplier or Supplier accepts payment from Customer.

These Terms may be updated by the Supplier from time to time without notice to you. It is your responsibility to check the Terms periodically for changes. The Customer’s and/or the Users’ continued use of or access to the Platform or the Website following the posting at the following URL https://softstart.app/terms-of-services/ or any URL designated by the Supplier of any changes to these Terms constitutes acceptance of those changes.

DEFINITIONS AND INTERPRETATION

  1. The following capitalized terms shall have the meaning ascribed to them below:

    1.1. “Affiliate” means both any entity directly or indirectly controlling, controlled by, or under common control with a Party. For the purposes of referring to any Affiliate hereunder, “control” (including the terms “controlling” and “under common control with”) shall mean: (i) the ownership of more than 50% of the equity or beneficial interest of such entity, or the right to vote for or appoint a majority of the board of directors of other governing body of such entity; or (ii) the power to directly or indirectly direct or cause the direction of the management and policies of such entity by any means whatsoever, whether through the ownership of voting securities, by contract, or otherwise;

    1.2. “Customer Data” means any content, which may include Personal Information of Users, that Customer or Users submit or transfer to the Supplier in conjunction with the Services (as defined herein), including customized questions drafted by the Users, answers to surveys, answers to polls, pictures and comments;

    1.3. “Customer Personal Information” means any Personal Information contained within Customer Data;

    1.4. “Effective Date” means (i) for a User, the first date a User accessed the Website or the Platform; or (ii) for a Customer, the initial date the Customer accepted these Terms;

    1.5. “Parties” means (i) Supplier and Customer; or (ii) Supplier and a User, as the case may be;

    1..6. “Personal Information” has the meaning set out in the Privacy Laws;

    1.7. “Platform” means the workplace onboarding tools and platform commercialized by the Supplier as “SoftStart” and accessed by Customer and User;

    1.8. “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information;

    1.9. “Privacy Policy” means the Supplier’s Privacy Policy available at  https://softstart.app/privacy-policy/;

    1.10. “Sensitive Personal Information” has the meaning set out in the Privacy Laws, and may include race, ethnicity, national origin, religious affiliation, sexual orientation or physical or mental disability;

    1.11. “Onboarding Participants” means any User invited by Customer to submit answers to surveys, answers to polls, comments, feedback and suggestions through the Platform, including any employee of the Customer;

    1.12. “User” means, as the case may be, any user of the Website or any individual to whom Customer provides access to the Platform, including account administrators, company managers, group managers and any Onboarding Participants; and

    1.13. “Website” means Supplier’s website found at https://softstart.app/ and its sister websites provided by the Supplier.

    1.2. The term “including” is not limiting and means “including, without limitation”.
  2. ACCESS AND USE OF THE WEBSITE OR THE PLATFORM

    2.1. Website. The Users may access and use the Website in accordance with these Terms. Supplier may revise the content, features and functions of the Website at any time without notice. Supplier may at any time, temporarily or permanently, limit or suspend the access to the Website, at its sole discretion, including to perform upgrades and maintenance to the Website.

    2.2 Services. During the Term (as defined at Section 8.1), the Supplier grants to Customer, its Users and Affiliates the right to access and use the Platform, and any related services, in accordance with the Terms (the ”Services”). Services are further described on the Website.

    2.3. Revision to the Services. Supplier shall offer the Services materially in accordance with the description on its Website and related documentation. Supplier may revise the content, features and functions of the Platform at any time without notice. Supplier will provide Customer with prior notice if there is a change to the Platform resulting in overall material decrease in the purpose of the Platform. If such material decrease occurs, and Customer is materially impacted in its use of the Platform, Customer may terminate its subscription in accordance with Section 8(ii).

    2.4. Temporary Suspension of the Services. The Supplier may temporarily or permanently limit or suspend the Services from time to time at its discretion including to perform upgrades to, and maintenance of, the Platform.

    2.5. Customer and Users shall not, nor attempt to, nor permit third parties to: (i) share non-public features or content of the Website or the Platform with any third party; (ii) copy, duplicate, reverse engineer, decompile, decode, decrypt, disassemble, record, alter, enhance, modify, merge, adapt, translate, create any derivative works or otherwise reproduce any part of the Website or the Platform (for clarity purposes, Customer and Users shall not access the Website or the Platform in order to build a product or service competing with the Services or to build a product using ideas, features, functions or graphics similar to those of the Website or the Platform); (iii) send any viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Website or the Platform; or (v) use the Website or the Platform in a manner that overburdens, or that threatens the integrity, performance or availability of the Website or  the Platform. Furthermore, the Website or the Platform shall not be used to collect, manage or process Sensitive Personal Information and Supplier will have no liability that may result from the Customer’s or Users’ use of the Website or the Platform to collect or process Sensitive Personal Information. In particular, the User onboarding profiles created by Customer account administrator shall not be created so that it would result in the input of Sensitive Personal Information. Customer is responsible to inform Users that Sensitive Personal Information should not be submitted on the Platform. In the event that it suspects any breach of this Section, Supplier may suspend Customer’ and Users’ access to the Website or the Services without advance notice, in addition to such other remedies as Supplier may have. SUPPLIER ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE USE OF THE WEBSITE AND PLATFORM.

    2.6. Account Security and Access. Customer and Users shall take all reasonable steps to prevent unauthorized access to the Platform, including by protecting their password and other login information. Customer is responsible for any activity occurring in its account (other than activity that the Supplier is directly responsible for and is not performed in accordance with Customer’s instructions), whether or not Customer authorized that activity. Customer and Users shall immediately notify the Supplier if either becomes aware of any unauthorized access to or use of, its account.

    2.7. Customer Systems. Customer is responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. The Services may not work properly if Customer’s operating systems, Internet browsers and anti-virus software are not up-to-date.

    2.8. To help ensure a safe and productive use of the Platform, Users shall not, and Customer shall ensure that Users do not, have inappropriate conduct including; (i) impersonating any other person or entity; (ii) using the Services to send spam or otherwise unsolicited messages in violation of applicable laws; or (iii) allowing the submission of any Customer Data, or using Customer Data in a way, that is illegal, harmful, threatening, abusive, violent, harassing, defamatory, libelous, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender identity or physical or mental disability. Customer and Users understand that by using the Services, they may be exposed to Customer Data submitted by Users that is in breach of this Section, and under no circumstances will the Supplier be liable in any way for any such Customer Data. The Supplier shall have the right, at its sole discretion, to remove any Customer Data that violates these Terms, and to reveal the identity of a User to Customer or any authority if required by law to do so, if such User transfers Customer Data in violation of this Section. It is Customer’s responsibility to monitor and control all activity conducted by Users on the Platform. The Supplier is under no obligation to review how Users are using the Platform, including how Onboarding Participants answer surveys and polls and provide feedback and comments. THE SUPPLIER ASSUMES NO LIABILITY FOR ANY UNACCEPTABLE CONDUCT OF USERS.

    2.9. Customer or the User shall defend, indemnify and hold harmless the Supplier and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any judicial, administrative or arbitration action, third party suit, claim, investigation or proceeding, including any interest accrued, arising out of, or related to (i) the content or nature of Customer Data, including Customer Data in breach of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users); (ii) the breach of any warranty, covenant or other obligation contained in these Terms by Customer or any User; or (iii) Customer’s or any User’s alleged or actual use, misuse, inappropriate use or failure to use the Website or the Services, including in violation of Sections 2.5 (Unacceptable Use) or 2.8 (Unacceptable Conduct of Users). Supplier must provide Customer or the User with prompt written notice of any such claim, suit or proceeding, and allow Customer or the User the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer or the User defense and settlement of such matter. Customer or the User shall not settle or compromise any such claim, suit or proceeding without Supplier’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Supplier; (b) the settlement does not include a full release of liability for Supplier; or (c) the settlement includes terms other than a full release of liability for Supplier and the payment of money.

    2.10. Compliance with Laws. When using the Services, the Parties shall comply with all applicable laws, including Privacy Laws. Customer is also responsible to obtain any consent required by applicable laws from its Users or to have a legitimate interest to allow Customer to use the Services and to allow the Supplier to provide the Services in accordance with the Terms.

    2.11. Compliance by Users. Customer must ensure that its Users comply with all applicable laws, including Privacy Laws, when using or accessing the Platform, and that such Users are governed by, and comply with, the Terms.
  3. SERVICE FEES OF THE PLATFORM AND BILLING

    3.1. Service Fees. In consideration for the Services, Customer shall pay Supplier, at the beginning of the subscription, the fees specified on the Website for the subscription option selected by Customer, unless other payment terms have been agreed to in writing, for instance in a quote, between Customer and Supplier (the “Service Fees”). Regardless of the number of onboarding subscriptions purchased by Customer, each onboarding subscription shall be valid for a period of two (2) years from the moment it is purchased, after which it will expire and be forfeited by Customer without further notice nor compensation owed to Customer. Upon initial subscription, Customer will be offered to have its subscription renewed automatically at the time the Customer’s account shows one (1) remaining onboarding subscription. Unless otherwise agreed in writing by the Parties, the Service Fees applicable to any such renewal shall be Supplier’s then current standard Service Fees.

    3.2. Change in the Number of Users. The Service Fees are determined in accordance with the number of Users. If Customer wishes to increase the number of Users authorized to access and use the Platform, Customer may do so directly through the Platform or by contacting an authorized Supplier customer representative.

    3.3. Except as expressly otherwise provided herein, payments are non-refundable and there are no refunds or credits for partially used periods or number of Users.

    3.4. Free trial. If Customer registers for a free trial for the Services, Supplier will make such Services available to Customer on a trial basis free of charge until the earlier of (i) the end of the free trial period applicable to Customer; (ii) the start date of any subscription purchased by Customer for such Services; or (iii) termination of the trial at any time by Supplier or Customer, in its sole discretion.

    3.5. Third Party Payment Processor. Supplier reserves the right to use a third party PCI-DSS compliant payment processor for all billing and receipt of payments hereunder. 

    3.6. Taxes. Unless otherwise stated, the Service Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying Taxes except those assessable against Supplier based on its income. Supplier will invoice Customer for such Taxes if Supplier has a legal obligation to do so, and Customer shall pay such Taxes if so invoiced.
  4. DATA

Customer Data

4.1. Customer Data. Customer or the User represents and warrants that it owns or has obtained all necessary rights, title and interest, and obtained all necessary consents to use Customer Data in relation with these Terms, and that Customer Data doesn’t infringe any third party intellectual property right. Customer or the User grants the Supplier a worldwide, non-exclusive, perpetual and royalty-free right to access, use, process, copy, distribute, perform, export and display Customer Data, only to the extent permitted by law and as reasonably necessary (i) to provide, maintain and improve the Services; (ii) to prevent or address service, security, support or technical issues; or (iii) to create anonymized and aggregated data non-related to a specific Customer, which does not constitute Customer Data and is owned by the Supplier, including for use as benchmarking and marketing purposes in accordance with the Privacy Policy or as otherwise expressly permitted in writing by Customer or as required by law. This clause remains in force, with respect to anonymized data and any residual backup copies of Customer Data made in the ordinary course of business, even after termination of these Terms.

4.2. Onboarding Participants’ Requests. Where Supplier receives a request from a Onboarding Participants to delete his or her comment, which may contain Personal Information, or from a User to receive the Personal Information concerning him or her, which he or she has provided to the Customer and which is being processed by Supplier, Customer hereby authorizes Supplier to comply with that request.

4.3. Customer Data submitted on the Platform. The Customer Data may only be used on the Platform by the Customer and the Users in accordance with these Terms and all applicable laws, including any labor laws applicable to Customer, and shall not be used for any other purposes. The Supplier is not responsible as to how the Customer Data is used or misused by the Customer and/or the Users

4.4. Protection of Customer Data. The Supplier shall store and process the Customer Data in a manner consistent with industry security standards. The Supplier has implemented technical, organizational and administrative systems, policies, and procedures to help ensure the security, integrity and confidentiality of Customer Data and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, Customer acknowledges and agrees that in accessing and using the Platform, the Customer Data is subject to risks of unauthorized disclosure, loss or exposure. To the extent authorized by law, the Supplier offers no representation, warranty or guarantee that Customer Data shall not be subject to unauthorized use or disclosure.

4.5. Disclosure of Customer Data. Unless it receives Customer’s prior written consent, the Supplier shall not intentionally grant any third party access to Customer Data, except to the Supplier’s third party services providers in connection with the performance or the improvement of the Services. Before sharing any Customer Data with any of its third party service providers, the Supplier will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Notwithstanding the foregoing, the Supplier may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Unless prohibited by law or any court order, the Supplier shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

Telemetric Data

4.6. Telemetric Data. Customer acknowledges and agrees that to the extent permitted by law, the telemetric data related to how Users access and use of the Platform and the Website (including feature and function of the Platform and the Website being used by Users, stack trace data and reports related thereto) and the anonymized or aggregated data derived from such telemetric data does not constitute Customer Data, and is owned by the Supplier.

Confidential Information

4.7. “Confidential Information” means any non-public, confidential and sensitive information, including Customer Data and information discussed and/or made available through or contained in the Platform, disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”). The Receiving Party shall only use the Confidential Information as expressly authorized and in a manner not detrimental to the Disclosing Party and excludes any information that is:

  1. subject to applicable data protection laws, publicly available or later becomes publicly available other than through a breach of the Terms;
  2. known to the Receiving Party or its employees, agents or representatives prior to such disclosure or is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or
  3. subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality.

    4.8. Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfill its responsibilities under these Terms. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that the Supplier may disclose Confidential Information to its third party services providers in connection  with the performance or the improvement of the Services, in which case the Supplier will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense.

Personal Information

4.9. Personal information. In the course of using the Services, Customer may transfer to the Supplier Customer Data containing Personal information. The Supplier agrees to collect, access or process any Personal information in accordance with its Privacy Policy. Customer agrees and consents to the transfer, processing and storage of Personal information in accordance with the Terms and the Privacy Policy.

Additional Rights

4.10. GDPR. The Parties may be subject to additional terms and conditions under the General Data Protection Regulation (Regulation (EU) 2016/679). Such terms may be found in the Data Processing Addendum available at https://softstart.app/data-processing-addendum/, which is hereby incorporated by reference and make part of the Terms, to the extent applicable. In the event of any conflict or inconsistency between the Data Processing Addendum and the Terms, the Data Processing Addendum shall prevail.

5. WARRANTY DISCLAIMERS

5.1. Warranty. Supplier represents and warrants that: (i) the Platform does not infringe on any third party intellectual property rights or constitute a misuse or misappropriation of a trade secret; (ii) contingent upon Customer’s proper use, Customer’s use of the Platform does not infringe on any third party intellectual property rights; and (iii) it has the right to grant the access and use of the Platform to Customer.

5.2. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACCEPTS THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND THE SUPPLIER DOES NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, DEFECT FREE, BUG FREE AND ERROR FREE; (B) THERE WILL NOT BE ANY HARM TO CUSTOMER COMPUTER SYSTEM, LOSS OF DATA, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR OTHER HARM THAT RESULTS FROM CUSTOMER ACCESS TO OR USE OF THE SERVICES; (C) THERE WILL NOT BE ANY DELETION OF, OR FAILURE TO STORE OR TO TRANSMIT, ANY DATA THAT RESULTS FROM CUSTOMER ACCESS TO OR USE OF THE SERVICES. CUSTOMER ASSUMES ALL COSTS ASSOCIATED WITH ITS USE OF THE SERVICES. INFORMATION CREATED BY THIRD PARTIES AND THAT MAY BE ACCESSED ON THE WEBSITE OR THE PLATFORM IS NOT ENDORSED BY THE SUPPLIER AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY. THE CUSTOMER SHALL BE RESPONSIBLE FOR HOW ITS USERS USE THE PLATFORM AND ENSURE THAT THE USERS RECEIVE APPROPRIATE DIRECTION HOW TO USE THE PLATFORM.  THE SUPPLIER DOES NOT CONTROL CUSTOMER DATA AND DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH CUSTOMER DATA AND OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE OR THE PLATFORM. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF CUSTOMER DATA AND ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE OR THE PLATFORM, AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION, AND DEALING WITH ANY RELATED CONSEQUENCES. THE SUPPLIER ASSUMES NO LIABILITY FOR ANY OF SUCH INFORMATION HANDLED BY CUSTOMER THROUGH THE WEBSITE OR THE PLATFORM.

6. LIMITATION OF LIABILITY

6.1. Dollar Cap. EXCEPT FOR INTENTIONAL OR GROSS FAULT OF SUPPLIER OR FOR THE INDEMNIFICATION FOR INTELLECTUAL PROPORTY INFRINGMENT REFERED TO IN SECTION 7.2 (INDEMNIFICATION), IN NO EVENT SHALL SUPPLIER’S AGGREGATE, CUMULATIVE LIABILITY OF PROVEN DIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID AND PAYABLE, IF ANY, BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS IN CASE OF A USER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. PARTIES UNDERSTAND THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SUPPLIER WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. SUPPLIER HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE RIGHTS TO ACCESS AND USE THE WEBSITE, PLATFORM OR SERVICES.

6.2. Exclusion. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS OR DATA OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, 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, EXCEPT FOR INTENTIONAL OR GROSS FAULT OF THE PARTY. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

6.2. Consultant. Should Customer hire a consultant to perform services relating to the implementation and the use of the Platform, Supplier shall have no responsibility nor liability whatsoever in relation to such services.

INTELLECTUAL PROPERTY AND FEEDBACK

7.1. No Rights granted. Supplier retains all right, title, and interest in and to the Website and the Platform and the content Customer accesses through the Website and the Platform, other than Customer Data. These Terms do not grant Customer any intellectual property rights in or to the Website or the Platform or in Supplier’s logos and other trademarks. Customer or Users shall not remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the Website or the Platform.

7.2. Supplier will defend, indemnify, and hold harmless Customer and its officers, directors, shareholders, parents, subsidiaries, agents, successors and assigns against any Third Party Claim Losses, provided however that Supplier will have no liability to the extent the Third Party Claim Losses against Customer arises from (i) the content or nature of Customer Data; (ii) any non-Supplier product; or (iii) any modification, combination or development of the Platform that is not performed by Supplier. Customer must provide Supplier with prompt written notice of any Third Party Claim Indemnifiable Proceeding and allow Supplier the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Supplier defense and settlement of such matter. Supplier shall not settle or compromise any Third Party Claim Indemnifiable Proceeding that results in liability or admission of any liability by the Customer without Customer’s prior written consent, such consent not to be unreasonably withheld. Supplier shall not settle or compromise any Third Party Claim Indemnifiable Proceeding without Customer’s prior written consent, such consent not to be unreasonably withheld, when (a) it results in liability or admission of any liability by Customer; (b) the settlement does not include a full release of liability for the indemnified parties; or (c) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money. For the purpose of this Section, the following definitions apply: