YOU AGREE TO BE BOUND BY THE TERMS OF THIS SAAS AGREEMENT WHEN YOU PURCHASE AND USE SOFTWARE HOSTING SERVICES FROM IMEC TECHNOLOGIES.
By way of this Software as a Service Agreement, you agree to allow IMEC Technologies to host IMEC Technologies Software, which you have paid for, at a Microsoft Data Center of its choice or at a Microsoft Data Center mutually agreed upon. Your receipt of Services is in accordance with the terms of the SaaS in effect at the time of such Services. By securing Services, you accept and agree to the SaaS in effect at such time.
Service and Network Availability
- Guarantee of Availability: Please refer to Microsoft Azure at https://azure.microsoft.com/en-us/
- Maintenance Windows: IMEC Technologies will inform all registered users via email of any maintenance window that will result in downtime. The notification will be sent to all registered users at least 48 hours in advance of any downtime, maintenance window. In case of emergency maintenance requirements, IMEC Technologies will make efforts to announce such maintenance windows at least 24 hours in advance of emergency maintenance, but in no event less than 12 hours prior to scheduled maintenance.
- Third Party Network Availability: IMEC Technologies does not guarantee network availability between the customer and the IMEC Technologies hosting servers as network availability can involve numerous third parties and is beyond the control of IMEC Technologies. IMEC Technologies will not be liable for any down-time caused by its data center provider nor for any down-time that you experience as a result of your own network connectivity issues.
- Unavailability of Services: If you experience a Service outage and are unable to access the Services, you must immediately contact the IMEC Technologies help desk and notify IMEC Technologies of the service outage, providing any/all necessary information that may assist the IMEC Technologies technical support in determining the cause of the outage. IMEC Technologies will determine whether the outage or failure was within its reasonable control. If IMEC Technologies determines that a service outage was attributable to it, then IMEC Technologies will credit you 1-day of Service fees for every 2 hours of down-time you experienced, up to a maximum of half of that month’s Service fees. IMEC Technologies will have no other liability to you for failure to provide the guaranteed network availability.
Data Protection, Information Security, Storage and Backup
- Information Security: In the unlikely event of a security breach of your data/information, your exclusive remedy will be limited to a refund of 1-month of Service fees. You understand and agree to assume the risk of any such security breach and agree to hold IMEC Technologies harmless therefrom. Please refer to the Microsoft Azure site for details.
- Data Storage: Customer data is stored in a relational database file on hosted servers and it is backed up using the Microsoft Azure infrastructure. Please refer to the Microsoft Azure site for details. https://azure.microsoft.com/en-us/ IMEC Technologies shall maintain your data/information for a period of thirty (30) business day after receiving a cancellation of Services notice from you.
- Data Backup: IMEC Technologies provides backups of all customer data, at least daily, on the Microsoft Azure cloud using an Azure backup Vault. Please refer to the Microsoft Azure site for details : https://azure.microsoft.com/en-us/
- Deletion or Return of Data: Should you wish to obtain a raw copy of your data from IMEC Technologies, you may do so by paying a small fee and communicating your request to IMEC Technologies prior to or in conjunction with termination of Services. Otherwise your data will be deleted on termination of the contract.
- Please refer to the Microsoft Azure site for further details on security, data storage and backup: https://azure.microsoft.com/en-us/
General Data Protection Regulation (GDPR)
- Information processed under this agreement is done solely to ensure that the SaaS meets the customers requirements. Data elements stored are email address and user name. Additionally, within the Incident Management module customers may record Employee Name, Address, Date of Birth, Gender, Job Title, Department, Phone Number, Cell Phone Number, Next of Kin, Next of Kin Phone Number, Next of Kin Cell Number, Next of Kin Email Address, Organization and Facility.
- The customer must ensure that they have met their obligations as data controller for all data stored under this agreement.
- Data is only stored for the term of the agreement.
- Data storage is sub contracted to the third party hosting provider Microsoft Azure, in the event that the hosting provider is changed the customer will be informed prior to any changes taking effect.
- Customers data will not be shared with any other organization.
- IMEC will inform the customer of any breach of its obligations under GDPR without undue delay, after becoming aware of the breach.
API – Application Program Interface
- API: means an API and any accompanying or related documentation, source code, executable applications and other materials made available by IMEC Technologies.
- Applications: mean web or other software services or applications developed by Licensee that utilize or interact with an API.
- In order to use and access an API, Licensee must obtain API credentials (a “Token”) by paying the API Licensee Fee. Licensee may not share its Token with any third party, shall keep such Token and all Login information secure.
- Licensee’s Applications shall not substantially replicate products or services offered by IMEC Technologies, including, without limitation, functions or clients on platforms (such as iOS or Android) where IMEC Technologies offers its own client or function.
- Licensee acknowledges that Licensee is solely responsible, and that IMEC Technologies has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, Licensee will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party.
- Licensee will respect and comply with the technical or other limitations of an API and the restrictions of this Agreement in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing an API that are issued by IMEC Technologies.
Support and Announcements
- Support: Product support is provided via email using the dedicated support email, please see IMEC Technologies website for details. Product support is also available by using the support features within the product website. Telephone support may be available at the discretion of IMEC Technologies and based on availability of telephone support personnel. Please contact IMEC Technologies for additional details.
- Announcements: From time to time, IMEC Technologies may make announcements to customers, including all users of the Services. Such announcements will typically be made through email, IMEC Technologies will not be responsible for your failure to make yourself aware of any such announcements.
Fees, Taxes, Cancellation and Refunds
- Users of Paid Services will be charged the fees set forth in the relevant Subscription Plan or as otherwise agreed with IMEC Technologies (the “Fees”). You agree to pay the Fees monthly or annually in advance according to your Subscription Plan, or as otherwise agreed between you and us, by credit card or another payment method accepted by IMEC Technologies. If you decide to pay for the Services according to the invoice(s), you agree to pay all undisputed invoices within thirty (30) days, unless otherwise mutually agreed between you and us in writing. You agree that we may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from our efforts to collect on past due amounts. If you fail to pay an invoice, we reserve the right to cancel your subscription and access to the Services, and any data associated with your subscription or the Services. Any bank fees and charges shall be borne solely by you.
- Cancellation request. You may cancel your subscription at any time. Cancellation will take effect at the end of the pre-paid period or, for unpaid trial or free subscriptions, within 7 days of receipt of your request, in each case provided that the request was made via email to your account manager or through the product support channel. We will confirm the cancellation of your subscription within 3 business days after receipt of your cancellation request.
- Refund request. At IMEC Technologies we offer a 7-day money back guarantee according to the terms described herein. If you cancel your subscription in accordance with this Policy within 7 days of placing your subscription order, we will, upon your written request, refund your prepaid fees within 30 calendar days. The refund will be processed through the same method as the original payment. Any bank fees and charges shall be borne solely by you.
- Cancellation and Refund Policy (“Cancellation Policy”), all payment obligations are non-cancellable and all Fees paid are non-refundable.
- All Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services. If you are located in the European Union, all Fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all Fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
- Change in Fees. We reserve the right to monitor the number of Users using your User Account. You agree to pay the additional Fees if you exceed the limits of your Subscription Plan. Such additional Fees will become effective as of the date of such addition or change and may not be decreased during the term of your Subscription Plan. If you are a User of Paid Services, we may change the Fees and introduce new charges applicable to your use of the Services, which (unless otherwise agreed in writing with IMEC Technologies) will become effective as of the first day of the renewal of your subscription term. We may increase the Fees upon notice if we make changes in the Services at your request.
DISCLAIMER OF WARRANTIES: IMEC Technologies disclaims all warranties concerning the Services and any support, express, implied, or statutory, including without limitation, any warranties, duties or conditions of merchantability or fitness for a particular purpose, warranties of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence. IMEC Technologies does not warrant that the Services will be uninterrupted, secure, or backed up. Additionally, IMEC Technologies and its suppliers provide the Services AS IS AND WITH ALL FAULTS. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR CORRESPONDENCE TO DESCRIPTION WITH REGARD TO THE SERVICES.
NO LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IMEC TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR LOSS OF DATA, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES OR INFORMATION, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OF IMEC TECHNOLOGIES OR ANY SUPPLIER, AND EVEN IF IMEC TECHNOLOGIES OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Consent to Use of Data: You agree that IMEC Technologies and its affiliates may collect and use technical information gathered as part of any support provided to you in relation to the Services. IMEC Technologies may use this information solely to improve IMEC Technologies support and Services or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
- Additional Services: This SaaS applies to Service updates, supplements, or Internet-based Services Components that IMEC Technologies may provide to you or make available to you after the date you purchase Services from IMEC Technologies, unless IMEC Technologies provides other terms along with the updates, supplements, or Internet-based Services components. IMEC Technologies reserves the right to discontinue any Internet-based Services provided to you or made available to you.
- User: “User” means a named individual to whom Customer has granted access to use the System on Customer’s behalf, regardless of whether or not the User actually accesses the Software. Users may be Customer’s employees, consultants, contractors or agents. Each User of the product must have a valid license. Generic user identifications are not allowed. A user can only logon to a single device at a time.
- System: “System” means the software service for which Customer has paid, including any updates relating thereto.
- Use Rights: During the term and subject to the terms of this Agreement, IMEC Technologies hereby grants to Customer a nonexclusive, non-transferable, nonsublicensable right to permit Customer’s Users to use the licensed Edition of the System for Customer’s business purposes. The use right in the preceding sentence is limited to use by the number of Users for which Customer has paid. Said use Rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes IMEC Technologies’ form of agreement agreeing to be bound by all of the terms and conditions of this Agreement. All rights in and to the System not expressly granted herein are reserved to IMEC Technologies.
- License and Use Restrictions: Customer shall not, directly, indirectly, alone, or with another party,(i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. You acknowledge and agree that IMEC Technologies shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of Customer’s Users relating to the System.
- System Administrator: User Access: Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing User access, including adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or user name. Customer acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users.
- Applicable Law: This SaaS is governed by the laws of the Republic of Ireland for customers outside the USA and by the laws of the State of Illinois for customers located in the USA, excluding that body of law applicable to choice of law. Any legal action or proceeding relating to this SaaS shall be instituted in the Republic of Ireland for customers outside the USA and shall be instituted in the State of Illinois for customers located in the USA. IMEC Technologies and you agree to submit to theses jurisdictions of, and agree that venue is proper in, these courts in any such action or proceeding. The prevailing party in any action to enforce this SaaS will be entitled to recover its attorney fees and costs in connection with such action.
- Assignment: You may not assign this SaaS or your rights, obligations or interest under this SaaS, except with the prior written consent of IMEC Technologies.
- Waiver: The failure of either party to enforce any of the terms of this SaaS shall not be construed as a waiver of future enforcement of that or any other term.
- Termination: Without prejudice to any other rights, IMEC Technologies may terminate this SaaS if you fail to comply with the terms and conditions of this SaaS. In such event, you must stop using the Services and will not be entitled to any refund of monies. IMEC Technologies may take legal and/or equitable action against you for any breach of this SaaS.
- Notices: Any notice given under this SaaS shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by courier to the addresses set forth in the Invoice. Notice is deemed received upon verification of delivery.
- Entire Agreement: This Agreement constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than any that are expressly stated in this Agreement.