Period: 21st June 2016 – current
Service Provider: Chi-Squared Innovations (CSI)
SAAS System: CorrelViz
Website URL: www.chi2innovations.com
Terms of Purchase and Use URL: http://chi2innovations.com/terms/correlviz/
Effective Date: The date at which the customer creates a licence for the SAAS System or SAAS Service (whether as part of a free plan or paid plan).
This SAAS Subscription Agreement (also known as “Terms of Purchase and Use” or “Agreement”), dated as of the Effective Date, governs the use by Customer of CorrelViz, and all other parts and supplies including, but not limited to, CorrelViz Credits (collectively, the “SAAS System”), and any other services provided by Service Provider in connection with the SAAS System (the “SAAS Services”). This Agreement includes (1) each Order Form that provides the type, quantity and payment terms for the SAAS System licence(s) purchased from Service Provider and the SAAS Services, (2) the Terms of Purchase and Use found at website URL as in effect from time to time. In the event of conflict among terms, the order of priority shall be the Order Forms, and then the Terms of Purchase and Use in this Agreement.
(a) Service Provider agrees to provide the SAAS System and Services described in each Order Form.
(b) Customer agrees to pay for the SAAS System and Services and comply with the terms and conditions set forth in the Terms of Purchase and Use in this SAAS Subscription Agreement and in each Order Form.
(c) The Fees for the SAAS System and Services are shown in the Order Form.
(d) Subsequent purchases of SAAS System and Services shall be made only from Service Provider, and shall be subject to the Terms of Purchase and Use of this Agreement.
(a) The Term of Service for the SAAS System and Services is indicated in the Order Form for the SAAS System and Services.
(b) The SAAS System and Services may be accessed and used only by the number of Users specified in the Order Form(s), for the Fees corresponding to that number and type of Users.
(c) For each User, Customer will be provided a user name (User ID) and password, which enables the number of Customer’s Users to access the SAAS System and use the SAAS Services.
(d) For free plans, following expiration of the Initial Term, the Term of Service will automatically renew for successive periods of one (1) year each unless and until either party gives the other party notice of non-renewal at least 60 days prior to the next scheduled renewal date.
(e) For paid plans, following expiration of the Initial Term:
(i) if the current plan remains on offer by CSI, the Term of Service will automatically renew for successive periods of one (1) year each unless and until either party gives the other party notice of non-renewal at least 60 days prior to the next scheduled renewal date. Customer may elect to switch to any alternative plan on offer by CSI upon immediate payment of the corresponding Fee.
(ii) if the current plan does not remain on offer by CSI, Customer will elect any alternative plan on offer, and the Term of Service will automatically renew for successive periods of one (1) year each unless and until either party gives the other party notice of non-renewal at least 60 days prior to the next scheduled renewal date. If Customer switches to any offered alternative plan, payment of the corresponding Fee will be due immediately.
(f) Customer may elect Early Termination of the Services solely as permitted in the Terms of Purchase and Use for the Services.
3. Service Provider grants to Customer a limited, non-exclusive, terminable, non-transferable license to access the SAAS Services through the SAAS System, or by any other means on which the parties may agree, and to use the SAAS Services during the Term or Service, subject to the Terms of Purchase and Use.
4. The Terms of Purchase and Use and all Order Forms completed and approved pursuant to this Agreement constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof.
5. Customer represents and warrants that Customer has all necessary authorization to:
(a) purchase and pay for the SAAS System and SAAS Services indicated in each Order Form.
(b) transmit, process and analyse any and all data to be used in SAAS System and SAAS Services.
6. Customer agrees to provide the necessary electric service, wiring, computer equipment and communication line access (in accordance with UL standards) for access to the SAAS Services. Customer agrees to provide, install and maintain, at Customer’s expense, data communication lines therefore, all pursuant to minimum specifications prescribed by Service Provider from time to time. Customer shall be responsible for ongoing charges for Customer’s own use of such data communication lines.
7. In addition to the initial Order Form, the parties may enter into one or more additional Order Forms, each of which provides a general description of the SAAS System and SAAS Services to be provided to Customer. All terms and conditions set forth in this SAAS Subscription Agreement are automatically incorporated in, and deemed part of, each such Order Form.
8. If there is any conflict between the terms of an Order Form and the Terms of Purchase and Use of this SAAS Subscription Agreement, then the terms of the Order Form shall control. Each Order Form, as supplemented by the Terms of Purchase and Use of this SAAS Subscription Agreement, constitutes an entire and separate agreement between the parties regarding the SAAS System and SAAS Services covered by that Order Form, and supersedes any other prior oral or written understandings and agreements of the parties regarding the SAAS System and SAAS Services covered by that Order Form.
(1) BASIC MONITORING. The SAAS Services include access by Customer through the SAAS Customer Web-based Portal.
(2) HOSTING AND MANAGEMENT SERVICES. The SAAS Services include the following managed services:
(3) AUTHORIZED USER LICENSE (WEB PORTAL). The Authorized User License for the number of Authorized Users set forth in the Quantity column includes on-going hosting enabling access to the Portal.
(4) SUPPORT SERVICES. Service Provider will use commercially reasonable efforts to keep the SAAS System available on a 24 hour a day, 7 day a week basis, via web site access utilizing the Minimum Configuration, subject to occasional scheduled downtime (during non-working hours, for short periods of time, typically on Sundays and communicated in advance) for maintenance purposes, unforeseen maintenance and systems outages, or routine testing of the Services. As used herein, “Minimum Configuration” means the minimum configuration of client hardware and software required to access the Services, which, shall be that users have an Internet connection and a major, up-to-date web browser, preferably Mozilla Firefox.
Terms of Purchase and Use
PLEASE READ CAREFULLY BEFORE PURCHASING A LICENCE FOR THE SAAS SYSTEM AND USING THIS SAAS SERVICE. BY PURCHASING A LICENCE FOR THE SAAS SYSTEM, AND/OR ACCESSING AND USING THE SAAS SERVICE AND THE ASSOCIATED WEBSITE, APPLICATIONS AND TOOLS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. THESE TERMS OF PURCHASE AND USE FORM PART OF THE SAAS SUBSCRIPTION AGREEMENT, WHICH YOU ARE REQUIRED TO ACCEPT IN CONNECTION WITH YOUR INITIAL AND ALL SUBSEQUENT PURCHASING OF LICENCE FOR THE SAAS SYSTEM AND USE OF THE SAAS SERVICE.
Purchase of licence to use SAAS System
You agree to purchase a licence for the SAAS System consisting generally of the parts and supplies shown in each Order Form that is completed and approved under the SAAS Subscription Agreement.
If the Order Form provides a schedule for delivery, in the event the SAAS System is not available within a reasonable period of time of the scheduled delivery, you may at your option (a) terminate the purchase of licence for the SAAS System, or (b) to accept postponement of delivery until such time as Service Provider can complete the delivery of the SAAS System. In no event shall Service Provider be liable to you or any users for any delay or impact costs or damages associated with any late, partial or incomplete delivery.
Upon payment for the licence for the SAAS System, the purchase shall be non-cancellable and irrevocable.
You are advised that it is your responsibility to determine whether to purchase and pay for training or customer support available for the SAAS System. If Service Provider provides any such service in connection with the SAAS System, Service Provider does so on terms and prices provided in an Order Form completed and approved by Service Provider.
SAAS Services; Grant of Rights
If SAAS Services are obtained pursuant to an Order Form, Service Provider grants you and your staff (collectively, the “Users”), for the Term of Service indicated in the Order Form, a limited, non-exclusive, terminable, non-transferable license to access and use the services, tools and applications provided through the SAAS Service subject to these Terms of Purchase and Use. The SAAS Service may include download areas and product information provided by Service Provider or third-party vendors. All SAAS Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Purchase and Use. All rights not expressly granted to you and your Users pursuant to the SAAS Subscription Agreement are reserved to Service Provider, and all uses of the SAAS Service not expressly permitted hereunder are prohibited.
Permitted and Prohibited Use
Prohibited Uses. You agree, for yourself and all your Users, as a condition of use of the SAAS System and SAAS Services, not to use the SAAS System and SAAS Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You and your Users may not use the SAAS System or SAAS Service in any manner that could damage, disable, overburden, or impair any Service Provider or subscriber server, or the network(s) connected to any Service Provider or subscriber server, or interfere with any other party’s use and enjoyment of any of the SAAS System or SAAS Services. You and your Users may not attempt to gain unauthorized access to any part of the SAAS System or SAAS Services, other accounts, computer systems or networks connected to any Service Provider or subscriber server or to any part of the SAAS System or SAAS Services, through hacking, password mining or any other means. You and your Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the SAAS System or SAAS Services. Except as expressly set forth herein, you and your Users may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the SAAS System or SAAS Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the SAAS System or SAAS Services, or use a robot, spider, or any similar device to copy or catalogue any materials or information made available through the SAAS System or SAAS Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the SAAS System or SAAS Services’ control or security systems, or allow or assist a third party to do so.
Suspension of Service. Service Provider may at any time suspend (or require that you suspend) the access of Users to the SAAS System or SAAS Services and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for so doing are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Service Provider or you have has reason to suspect any such User is engaged in activities that may violate these Terms of Purchase and Use, applicable laws, or subscriber policies, or are otherwise deemed harmful to Service Provider, your organization, your and our respective network or facilities, or other Users. Service Provider shall not be liable to any User for suspension of SAAS System or SAAS Service, regardless of the grounds.
Ownership; Subscriber and User Submissions
As between you and your Users and Service Provider, the SAAS System, SAAS Services, any material or information provided pursuant to the SAAS System and SAAS Services, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Service Provider, its agents or contractors, are the property of Service Provider, and are protected by United Kingdom and international copyright, trademark and patent laws, as applicable. By using the SAAS System or SAAS Services, neither you nor your Users gain any ownership interest in such items.
Service Provider does not claim ownership of the usage information you or your Users provide for the use and operation of the SAAS System or SAAS Services. Service Provider and its vendors and contractors may use such information to operate and administer the SAAS System or SAAS Services. In addition, Service Provider may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes.
Service Provider reserves the right to upgrade, modify, replace or reconfigure the SAAS System or SAAS Services at any time. Service Provider may also change the fee schedule, support terms, and service level agreements for the SAAS System or SAAS Services, except that the change will not apply for the remainder of the Term of Service to the amount and type of SAAS System or SAAS Services you have contracted for under existing Order Forms.
Links to Third Party Sites
The SAAS System or SAAS Service may provide links that allow you or your Users to leave Service Provider’s site and/or access third party websites. The linked sites in many cases are not under the control of Service Provider and Service Provider is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Service Provider provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Service Provider of the site.
Use of Passwords; Internet
You are responsible for providing and administering usernames and passwords for all Users (the “Log-In Information”). Each User must have a valid username and password for the purpose of accessing the SAAS System or SAAS Services. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred.
You and your Users are responsible for maintaining the confidentiality of that User’s username and password. You and your Users are responsible for any and all activities that occur under all your Users’ accounts. You agree to notify Service Provider immediately of any unauthorized use of your Users’ accounts or any other breach of security. Service Provider will not be liable for any loss that you or a User may incur as a result of someone else using your Users’ passwords or accounts, either with or without the applicable Users’ knowledge.
Service Provider does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail.
Communications from Service Provider
Service Provider may periodically contact you or Users for customer service purposes. By accessing the SAAS System or SAAS Services, you and each Use consent to receive such communications. You agree that Service Provider may reference its business relationship with you in its marketing or sales materials.
You agree to pay at the time indicated in each Order Form all payments due from you thereunder.
You agree to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the SAAS System or SAAS Services, and (b) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the SAAS System and the SAAS Services. You agree to hold Service Provider harmless from all claims and liability arising in connection with Purchaser’s failure to report or pay such taxes.
In the event that you default in any of the terms and conditions of the SAAS Subscription Agreement, including these Terms of Purchase and Use and any Order Forms completed and approved thereunder, or a petition for bankruptcy is filed by or against you, then, to the extent permitted by applicable law, Service Provider shall have the right to exercise one or more of the following remedies: (a) To declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Term of Service, together with interest thereon at the lesser of 18% per annum or the then highest allowable legal rate per annum; and/or (b) To terminate this Agreement as to any or all of the Order Forms. All remedies of Service Provider hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Service Provider to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Service Provider of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.
Notice Specific to Software Available with the SAAS Services
Any software that is made available to download from the SAAS System or SAAS Services (“Software”) is the copyrighted work of Service Provider and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). In some cases, you or a User may be unable to install any Software that is accompanied by or includes a License Agreement, unless you first agree to the License Agreement terms.
The Software so provided is made available for download solely for use according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.
Termination of the SAAS Subscription Agreement; Effect of Termination or Expiration
In the event that you breach any term of the SAAS Subscription Agreement, or you or your Users breach these Terms of Purchase and Use, and such breach is not cured within 10 days after receipt of notice thereof from Service Provider, Service Provider may terminate the SAAS Subscription Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.
Upon expiration or prior termination of the SAAS Subscription Agreement, all rights granted herein shall revert to Service Provider. All access to and use of the SAAS System or SAAS Services by Users must then cease, and all materials, applications and tools downloaded from the SAAS System or SAAS Service must be erased, deleted, or destroyed.
No Warranties, Limitation of Liability
The SAAS System, SAAS Services and any tools, applications, information or materials provided to you in connection with the SAAS System or SAAS Services are provided “as is,” and all warranties of any kind, past or present, whether statutory, common-law or from a course of dealing or usage of trade, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, accuracy, results or output, security and, except as may be otherwise stated in this agreement, non-infringement, are expressly disclaimed to the fullest extent permitted by law. Service Provider does not guarantee or make any representations regarding the use or accuracy of the SAAS System or SAAS Services.
In no event shall Service Provider be liable for any lost or corrupted data, downtime, lost profits, business interruption, replacement service or other special, incidental, consequential, punitive or indirect damages, however caused and regardless of theory of liability, including negligence.
Service Provider and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure in the SAAS System or the SAAS Services. You and your Users release and waive all claims against Service Provider, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing (the “Service Provider Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Users’ use of the SAAS System and the SAAS Services. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of the Service Provider Group.
You represent and warrant that (i) you have full power and authority to enter into the SAAS Subscription Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Purchase and Use; (ii) only you and your Users shall be permitted to access the SAAS System or SAAS Services and any related tools, applications, information and materials provided in connection with the SAAS System or SAAS Services; and (iii) you shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the SAAS System and the SAAS Services.
By accessing and/or using the SAAS System or SAAS Services, Users agree to report to Service Provider all claims or suspected claims of copyright or other infringement of Service Provider’s intellectual property or other proprietary rights.
If you believe that any information on the SAAS Site infringes on your copyright, you should notify Service Provider of your claim in accordance with the following procedures. Service Provider will process notices of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable copyright laws. The DMCA requires that notification of claimed infringement be in writing and provided to Service Provider’s designated agent of service: Lee Baker.
To be effective, the notice of infringement must contain the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (5) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party’s reasonable control shall not be a breach hereof.
Service Provider shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, breakdowns, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from Purchaser, or by any cause beyond your reasonable control.
You acknowledge and agree that the SAAS System, SAAS Services and the tools, applications, information and materials provided in connection with the SAAS System or SAAS Services possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Service Provider or other Subscribers for which Service Provider or such other Subscribers would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Service Provider, Service Provider shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
This Agreement shall be construed and enforced under Scottish law. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.
If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.
No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.
Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.