Unless otherwise defined in this Agreement:
“AI”: ARCHIBUS, Inc.
“ABP”: ARCHIBUS Business Partner, current authorized dealer by AI.
“AGREEMENT”: means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement.
“AHS”: ARCHIBUS Hosting Services.
“AHS-AHP”: ARCHIBUS Hosting Services – Authorized Hosting Partner is a hosting provider authorized by ARCHIBUS Solution Centers – Hosting Services, OÜ.
“Application Service Provider”: An Application Service Provider deploys hosts and manages access to a packaged application to multiple parties from a centrally managed facility. The applications are delivered over networks on a subscription basis.
“ASC CORP.”: ARCHIBUS Solution Centers Corporation.
“ARCHIBUS Inc.”: Former owner of ARCHIBUS Product, IP and Trade-Mark. Now incorporated into EPTURA Inc.
“ASC– HS” or "AscHS": ARCHIBUS Solution Centers – Hosting Services, OÜ.
“ARCHIBUS Enterprise SaaS™”, or “ARCHIBUS On Demand™”: ARCHIBUS software delivery model in which a variety of IT resources are made available to the user as needed, commonly known as Software as a Service "SaaS" – for a monthly per user fee, the service includes both software licenses and hosting infrastructure.
“ARCHIBUS Enterprise PaaS™”, or “ARCHIBUS Hosted™”: A hosting model where the ARCHIBUS software licenses are purchased and owned and provided by the customer and are hosted by AscHS.
“ARCHIBUS project", or "Project”: Defines the scope of the Services of this AGREEMENT. In every Project there are three main parties: Implementer (Archibus Business Partner / ABP), Client (End Client or User) and the Service provider (AscHS). This agreement is between the Implementer (ABP) and the hosting and optionally Archibus licenses provider (AscHS).
“Concurrent users”: One or more users performing transactions close to simultaneously in the same system.
“Data Center”: A facility that houses computer systems and associated components, such as telecommunications and storage systems. It includes redundant or backup power supplies, redundant data communications connections, environmental controls (e.g., air conditioning, fire suppression), and exceptional security devices.
“Dealer”: The ARCHIBUS Business Partner, ARCHIBUS reseller, or ARCHIBUS implementer.
“Disaster”: When planning for disaster recovery, evaluate your plan for these three main categories of disaster:
“End-user”, means any bona fide third party not affiliated to the Dealer who seeks to and/or obtains Product(s) from Dealer solely for its internal end use (and not for remarketing).
“Effective Date”, the Effective Date shall be the date upon which ASCHS executes this Agreement.
“EULA” means AI's standard end-user license agreement.
“EPTURA Inc.”: Current owner of ARCHIBUS Product, IP and Trade-Mark.
“Functionalities”: Distinct software applications that address a specific business process or activity (e.g., ARCHIBUS Service Desk)
“Hosting Fees” means the amount incorporated in “per concurrent user fee” corresponding but not limited to hosting, collocation, security, communication, and high availability of services.
“Hosting Service Provider (HSP)” is an application service provider dedicated to hosting services. Typically operates a Web server farm at a data center or co-location facility.
“Hosting Types” are the commercial options offered for hosting by ASCHS.
“HVAC”: Heating, Ventilation, and Air Conditioning systems.
“Initial fees” are One-time charges at the beginning of the service, including Program Participation, Server Setup, and Database Initialization fees.
“Maintenance Revision” means a Revision that only contains corrections to the Software’s program logic and/or documentation.
“Nominal Users” are The total number of potential users of the system or user(s) who got his/her log-in access (user & password) in ARCHIBUS.
“On-demand” remote services and hosted IT solutions are provided on the internet.
“PaaS” Platform as a Service
hosted on the AscHS cloud computing service model
where
- Archibus Implementer provision his own or client's Archibus License, instantiate, run, and manage their Archibus project.
- AscHS monitors and manages the Archibus project hosting (performance & security).
- Client (End users) provides it's own Archibus License, and remotely (through) internet accesses its Archibus project.
Archibus License is NOT provided or included as part of AscHS in the Service Fee.
“Per Concurrent user Fee” means the price charged by ASC to ABP or OAAD for each Product/Service. The “Per Concurrent User Fee” shall be the S.R.P. less the Dealer Discount.
“Program Participation Fee” Is a one-time payment that entitles the subscriber to access the service.
"Purchase" of Software or Services or Products shall mean the acquisition of a license to use such Software or Product.
“Recovery Time Objective” (RTO) is the maximum period a provided service must be restored after a significant incident. Recovery time is determined by the time elapsed between the declaration of a disaster and the restoration of provided service.
“Recovery Point Objective” (RPO) is the maximum period when data may be lost from a provided service due to a significant incident. The recovery point is determined by the timestamp of the last backup or database log file successfully restored or applied to the disaster recovery environment.
“Revision” means a minor change to a Version that may revise or add user-level functionality to the Version. Revisions are identified by designation, e.g., Release 12.1 and Release 12.2.
“SaaS” Software as a Sewrvice
hosted on the AscHS cloud computing service model
where
- Archibus Implementer provision, instantiate, run and manage their Archibus project.
- AscHS, provision the Archibus License, provision the Hosting Infrastructure and monitors and manage the Archibus project hosting (performance Á security).
-Client (End users) remotely (through) internet accesses its Archibus project.
Archibus License is provided & included as part of AscHS in the Service Fee.
“Service” or “Services” means the product(s), training, and services listed in the enclosed order form / Contracted Service(s).
“Service Fee” Recurring charge for the Contracted Service(s) during a period (e.g., month)
“SRP” Suggested Retail Price
“SSL” Secure Sockets Layer (SSL) are cryptographic protocols that provide secure communications on the Internet for such things as web browsing, e-mail, Internet faxing, instant messaging, and other data transfers.
“Subscription fee” is the same as “Service Fee.”
“Software,” “Product,” or “Products” means the products listed above and/or any part thereof, including copies of any user manual or other documentation customarily supplied to End-users by AI or ASCHS with the Software or Services.
“TCO” Total cost of ownership (TCO) is a financial estimate designed to help purchasers assess direct and indirect costs commonly related to software or hardware.
“Version” Index reference identifying the production sequence of a software product (e.g., Version 18)
arrow_upwardBack To TopThe SERVICES are the ones requested by the CUSTOMER filling the Purchase Order and accepted and delivered by AscHS.
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Not applicable when the project is served as Archibus Enterprise PaaS or PaaS
meaning only Hosting is provided by AscHS but not the License.
Applicable when the project is served ad Archibus Enterprise SaaS or SaaS
meaning Hosting + Archibus License are provided by AscHS but not the License.
The Archibus License is enabled by AscHS: owned by AscHS but endorsing the End User License Agreement [EULA] to the Implementer [ABP] and the End Customer)
Subject to the terms of this contract, AscHS grants, during the period of subscription indicated in the enclosed order form / Contracted Services, non-transferable and nonexclusive use rights that permit those authorized individuals by you or on your behalf ("users") to use the ARCHIBUS Enterprise SaaS service and any material developed by AscHS or third-party suppliers ("suppliers of third part"), only in connection with ARCHIBUS Enterprise SaaS service and its Internal operations.
The rights granted in this contract are subject to the following clauses and restrictions:
1. The maximum number of users you authorize to access the ARCHIBUS Enterprise SaaS service shall not exceed the concurrent or named user(s) license number purchased according to the “24 Contracted Services” or changes annexed for this contract.
2. The license cannot be shared or used for more than one individual final user.
3. The On Demand / SaaS licenses or third-party parts supplied products should not be licensed, sold, rented, leased, transferred, assigned, distributed, displayed, hosted, outsourced, disclosed, or commercially exploited.
4. Any part of the ARCHIBUS Enterprise SaaS service as well as any part of the materials or service access, should not be modified to do derivative works, disassembly, reverse engineer, or reverse compile to build a similar or competitive product or service.
5. Except if indicated herein, any part of the ARCHIBUS Enterprise SaaS service or service materials should not be copied, reproduced, distributed, published, downloaded, displayed, sent, or transmitted in any shape or form or by any other meaning, including but not limited to mechanical, electronic, photocopying, recording or any other meaning.
6. Any ARCHIBUS Enterprise SaaS service review, including but not limited to the results of any third party’s test of performance, should not be revealed without the express and previous approval of AscHS.
7. The parts will make any reasonable effort to prevent service access of third unauthorized parts; and
8. Ratifies its conformity in which Eptura Inc., ARCHIBUS Inc., ASC CORP., and AscHS or its third-party suppliers are owners of all the rights, titles, and copyrights, including all the improvements and derivatives thereof) in the ARCHIBUS Enterprise SaaS service and its materials, as well as the suggestions, enhancement requests, answers, recommendations, or user and any part supplied information relating to the ARCHIBUS Enterprise SaaS service or its materials.
Applicable when the project is served as Archibus Enterprise PaaS or PaaS
meaning only Hosting is provided by AscHS but not the License.
Not applicable when the project is served ad Archibus Enterprise SaaS or SaaS
meaning Hosting + Archibus License are provided by AscHS but not the License.
The Archibus License is enabled by the CLIENT: owned by the Implementer [ABP] or the End Users but endorsing AscHS access for hosting management.
The CLIENT Agrees on:
A limited trial period could be licensed to test the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service, which can be utilized only for testing and formation purposes but not for production. The service cannot be utilized to supply or to attend to the formation of third parties on the content and/or functionalities of the SaaS Service. The trial period will be 30 days from the effective date of the order form. Above the trial period, the use rights finalize. If you decide to utilize any ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service after 30 days of the trial period, you should buy the ARCHIBUS Enterprise SaaS service of AscHS through the corresponding order form. The services supplied during the trial period for formation purposes are supplied "just as they are," and AscHS does not offer technical backup or guarantees of these services.
DURING THE LIMITED TRIAL PERIOD, YOU SHALL COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, EXCEPT FOR PAYMENT-RELATED MATTERS.
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The project substantiates this Agreement.
AscHS provides, monitors, manages and support the infrastructure to host the project (ARCHIBUS Enterprise SaaS (as SaaS) or ARCHIBUS Enterprise PaaS (as PaaS).
An Authorized Hosting Partner (also referred to as Hosting Provider) materially host the project.
AscHS has current agreements and operational processes with the main Hosting Providers worldwide. AscHS is capable of hosting ARCHIBUS projects globally.
The client, through the implementer (ABP), requests the location and the preferred Hosting Partner if any. AscHS will do its best but cannot commit to the requirements
for the location for the hosting of the Project. The parties of this AGREEMENT will agree the location and final Hosting Provider.
The Hosting Provider shall grant all the commitments concerned with hosting.
The Hosting Provider shall grant all the commitments concerned with hosting.
arrow_upwardBack To TopThe following services are included in the monthly fee of ARCHIBUS On Demand:
· All professional work related to hosting performance and keeping SLA levels,
· Security issues coming from our hosting platform (excluding ARCHIBUS product failures or bugs),
· Planned works of improvement,
· Back-ups,
· Restorations caused by failures in our servers,
· Improvements in our delivery,
· Patching (for hosting infrastructure software and tools and ARCHIBUS patches),
· Initial set-up of the hosted project (installation in our servers and initial scripts to set up or update the database up to 3 times).
Additional work requests like extra resets for a project, extra back-ups, additional scripts to update the database, consultancy on Cloud Delivery, consultancy on ARCHIBUS On Demand implementation, assistance on ARCHIBUS Best Practices for Customization to be hosted in the Cloud (in addition to the initial set-up) are not included. Additional requests are charged additionally to the monthly bill in minutes of real executed work.
arrow_upwardBack To TopAscHS will protect any data provided by you while using the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS (service) as confidential, according to section 12. You have the responsibility to verify the final user’s knowledge and to get their agreement that its Data may be transferred or stored outside of the country or other jurisdiction where you or the final user is located. Besides, you accept the obligation to inform third parties about the use, process, or transfer of its data to assure that such third parties have given their consent for such use, prosecution, and transfer just as required for the applicable data protection legislation. You will have exclusive responsibility for the precision, quality, integrity, legality, reliability, rights of property, and copyright of all his data. The AscHS data privacy practices related to SaaS Services are exposed in their Privacy Policy at https://www.archibushostingservices.com/index.php/AscHS-online-privacy-policy/. Other helpful information related to the protection of Privacy can be found at https://www.archibushostingservices.com/index.php/AscHS-online-privacy-statement-highlights/.
arrow_upwardBack To TopAscHS has an active and audited ISO 27001 Certificate.
The ISO 27001 audit procedure, includes in our case a full review of our ISO/IEC 27001 sec. A.17, Information security continuity and ISO/IEC 27001 sec. A.16; SOP No. 7 Information Security Breach Response; Instr. No. 3 Information Security Breach Detailed Response Plan.
AscHS works only with selected Hosting Providers (Authorized Hosting Partners), which posses Certifications that are committed with an optimal Disaster Recovery policy and a Business Continuity Plan.
AscHS's hosting architecture ARCHIBUS maxiCloud is designed to provide maximum levels on performance and security. The systems are redundant, looking for the Fault Tolerance required for any one of the SLAs requested.
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This Business Continuity Plan (BCP) outlines the measures, procedures, and responsibilities in place at AscHS to ensure continued delivery of Archibus hosting services in the event of a disruption.
The scope includes:
| Service | Impact of Disruption | Dependencies | Standard Recovery Time Objective (RTO) - it can be variations depending on the SLA requested |
|---|---|---|---|
| Archibus Hosting | High | AHP (AWS, IBM Cloud, Azure), Internet Connectivity, Admin Access | 4 Hours |
| Data Backups | High | Storage Systems, Redundant Sites | 2 Hours |
| Monitoring and Support | Medium | Staff, Communication Channels | 6 Hours |
AscHS relies on robust Disaster Recovery (DR) measures implemented by AHPs: AWS, IBM Cloud, and Azure. Each AHP has ISO-certified DR policies, ensuring infrastructure and data resilience.
In the event of a disruption, the following steps are taken:
In the event of a disruption, the following steps are taken:
Effective communication ensures clients are well-informed during disruptions.
| Role | Responsibility | Contact |
|---|---|---|
| Business Continuity Manager | Oversee implementation of BCP | BPC mng. |
| IT Operations Lead | Monitor and recover affected systems | Sys-Admin |
| Client Success Manager | Communicate with clients and manage expectations | CRM mng. |
AscHS ensures the effectiveness of the BCP through:
AscHS' BCP is aligned with ISO 27001 by addressing:
AscHS prioritizes transparency and resilience. Our multi-layered BCP, supported by globally recognized AHPs, ensures uninterrupted service delivery to our clients.
For questions, please contact:
AscHS' Customer Relations Manager
While AWS does not publicly share its complete Business Continuity Plan (BCP), it provides detailed information on its disaster recovery strategies and operational resilience measures. Below are resources offering insights into how AWS ensures service continuity and supports customers in developing their own BCPs:
These resources can help you understand AWS's commitment to operational resilience and assist in aligning your Business Continuity Plan with AWS's practices.
IBM Cloud provides comprehensive information on its business continuity and disaster recovery (BCDR) strategies, ensuring service resilience and supporting clients in developing their own continuity plans. Key resources include:
These resources demonstrate IBM Cloud's commitment to operational resilience and can assist in aligning your Business Continuity Plan with industry best practices.
Microsoft Azure provides comprehensive resources detailing its Business Continuity and Disaster Recovery (BCDR) strategies, ensuring service resilience and supporting clients in developing their own continuity plans. Key resources include:
These resources demonstrate Azure's commitment to operational resilience and can assist in aligning your Business Continuity Plan with industry best practices.
arrow_upwardBack To Top6.1 Charges. Unless the trial period is in force, you agree to pay in advance for all the products and services ordered under this contract, except as set forth in the order form.
All the fees under this contract are irrevocable and not accumulated.
The fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. You shall be responsible for paying all such taxes, levies, or duties, even if such amounts are not listed in an order form.
You will reimburse the dealer for the reasonable expenses relating to service supply.
You will provide the dealer with valid, updated, complete, and accurate billing and contact information.
The dealer will invoice you at the time of the initial Order Form and approximately one month before any renewal or subsequent billing period starts.
All amounts invoiced hereunder shall be due within 30 days of the date of the invoice. Our suspension of the ARCHIBUS Enterprise SaaS service based on your failure to make payment shall not excuse you from your obligation to make payment(s). In the event your account is 30 days or more past due, any and all unpaid payments set forth in an applicable Order Form shall accelerate and become due and payable, notwithstanding any limitation set forth in Section 10. After payment of the total accelerated amount, you shall be entitled to restoration of the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service for the remainder of the Subscription Term.
Except otherwise defined herein,
Following our current price policy, we/the dealer may charge you a different amount than you approved for the first period. If it is a significantly greater amount, we will tell you the amount and the date of the charge at least 10 days before we make the charge. Also, we may charge you up to the amount you have being approve of and notify you in advance of the difference.
Dealer may bill you for more than one of your prior billing periods. If we inform you that the service will be provided automatically renewed, we may automatically renew your service and charge you for any renewal term.
6.2 Billing Account Updates. You must keep all the information in your billing account current, including your billing address. You may change your payment method at any time. We may cancel the service if you tell the dealer to stop using your payment method. The notice to the dealer will not affect charges submitted to your billing account before we can reasonably act on your request.
6.3 Prices and Price Increases. Currency exchange settlements are based on the agreement with the payment method provided. We may change the price of the SaaS Services from time to time, but it will never exceed 15% over the previous year’s Price List and always will be announced before.
If there is a specific time length and price for your service offer, that price will remain in force. After the offer period ends, your use of the service will be charged at the new price.
If your service is on a period basis (for example, monthly), with no specific time length, then we will notify you of the date of any price change. That date will be not less than 30 days after we tell you about the price change.
If you do not agree to these changes, you must cancel and stop using the service before the changes occur. If you cancel your service, then your service ends at the end of your current service time or, if we bill your account on a period basis, at the end of the period in which you canceled.
6.4 Refund Policies. Unless otherwise provided by law or about any service offer, all charges are non-refundable, and the costs of any returns will be at your expense.
6.5 Online Statement; Errors. The dealer will provide you with an online billing statement. This is the only billing statement that the dealer provides. The dealer may charge you a retrieval fee if you request a paper copy. We will only provide paper copies for the past 120 days. If we make an error on your bill, we will correct it promptly after you tell the dealer, and we will investigate the charge. You must tell the dealer within 120 days after an error appears on your bill. You release the dealer from all liability and claims of loss resulting from any error that you do not report to the dealer within 120 days after the error appears on your online statement. If you do not tell the dealer within this time, we will not be required to correct the error. We can correct billing errors at any time.
6.6 Canceling the Service. You may cancel the service at any time, with or without cause.
Contact by email at billing@asc-hs.com to obtain information on canceling your service. Certain service offers may require cancellation charges, and you will pay all cs specified in the materials describing the offer. However, the request to cancel the service will not alter your obligation to pay all charges to your billing account.
6.7 Late Payments. Except to the extent law prohibits, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be 3% of the unpaid amount each month or the maximum rate admitted by law. We may use a third party to collect past due, and you must pay for all the reasonable costs we incur to collect any past due payments, which may include reasonable attorney fees and other legal fees and costs. We will suspend or cancel your service if you fail to pay in full time.
6.8 Payments to You. Your right to any payment is due under a service, it is conditioned upon you promptly providing the dealer with all the information required to properly make the payment (for example, bank account information for receiving the price). The dealer will use reasonable efforts to tell you what information the dealer requires before you use the applicable service. Even if the dealer cannot tell you in advance, you must provide to the dealer with the information requested before your right to receive the payment accrues. You are responsible for the accuracy of the information you provide and any tax due as a result of receiving payment. You must also comply with any other conditions the dealer places on your compensation or any payment. If you receive a price that was not due to you, the dealer may reverse or seek the return of payment, and you agree to cooperate with the dealer in its efforts to do this.
6.9. Advance Payment. The CUSTOMER will make an advance payment equivalent to the last month of the SaaS Service Agreement as a security deposit. This deposit will be applied monthly if the payment does not reach AscHS when an issued Service invoice is due. In case the advance payment is applied, use of a payment delay from Customer: a) AscHS will alert the Customer to provide the payment; b) If the monthly payment is received or new advance payments are received, this amount will be considered ag as advanced payment, and it will stay on AscHS account additional/final month payment or guarantee for an additional month for this Service Agreement; c) If no additional payment is received the service will be maintained one additional month from the last monthly payment received (the last month of SaaS Service Agreement). This security deposit or advanced payment will get updated in terms of amount every six months to correspond to the current Service Fee. When the Customer decides to terminate the Service, he will notify AscHS one month in advance. This advanced payment will be applied as the Final Monthly or Yearly fee; AscHS will not make additional charges for the last month of Service.
arrow_upwardBack To TopThis Agreement is valid for the Order Form / Invoice / End User Contract / Contracted Service(s) or whatever document will be incorporated to this Agreement by reference. The term of the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service or other product or services offered in AscHS set forth outlined in Form hereunder shall commence upon the date of enablement of the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service (as identified in the first invoice after execution of such Order Form), or as otherwise set forth outlined in Form, and shall continue for the period of period in such Outlined the “Subscription Term”).
All fees for additional users for the ARCHIBUS Enterprise SaaS service outlined in the initial Order Form (“Additional Subscriptions”) will be billed in whole-month increments, including Additional Subscriptions implemented in the middle of a current subscription month. Additional Subscriptions shall expire at the end of the Subscription Term set outlined initial Order Form issued by the dealer.
ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service subscriptions must be renewed under AscHS’ then-current applicable policies and terms, except if otherwise provided in the Order Form issued by the dealer. This subscription renewal will be subject to AscHS’ acceptance and fee payment for such SaaS Services subscriptions.
In the event of any breach of this Agreement by either party, the non-breaching party shall have the right to terminate the agreement for cause if such breach has not been cured within 30 days of written notice from the non-breaching party specifying the breach in detail, provided however that if we are the non-breaching party, we may immediately suspend your password, account, and access to use the ARCHIBUS Enterprise SaaS service during the such cure period.
Upon any termination of the Order Form, your right to access and use the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service and the Services specified in the Order Form (including the SaaS Materials) shall terminate.
At your request, within 30 days of termination of the Order Form provided, you are not in breach of the Agreement or such Order Form; however, if you have cured your breach within 30 days of written notice, AscHS may permit you to access the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service solely to the extent necessary for you to retrieve a file of Your Data then in AscHS’ possession. You agree and acknowledge that AscHS has no obligation to retain Your Data and that Your Data will be irretrievably deleted after 30 days following the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service Policy Document or if your account is 30 days or more past due. The following provisions shall survive any termination of this Agreement: Sections 9, 10, 12, 15, and 21.
arrow_upwardBack To TopIf you enter correspondence with, purchases goods or services from, or participate in promotions of advertisers or sponsors other than AscHS through the SaaS Service, any such activity, and any terms, conditions, warranties, or representations associated with such activity, is governed solely by the terms between you and the applicable third party. AscHS shall have no liability or obligation for and does not endorse or accept any responsibility for, the contents or use of third-party websites or any transactions completed with third parties. AscHS may provide such links only as convenience, and the inclusion of any link does not imply endorsement by AscHS of the linked website, notwithstanding the inclusion on such area of the trademarks of AscHS or its Third-Party Providers
arrow_upwardBack To TopEach party represents and warrants that it has the power and authority to enter into this Agreement.
AscHS warrants that (a) the ARCHIBUS Enterprise SaaS service will perform by its online documentation under everyday use and regular Services will be provided in a manner consistent with generally accepted industry standards.
You must notify us of any warranty deficiencies within 30 days of the relevant Services’ performance to apply remedies. For any breach of the express warranty for Services as set forth above, your exclusive remedy shall be the performance of the deficient Services, and if we are unable. If we are unable to perform the service as warranted, you shall be entitled to recover the portion of the fees paid to us for such defective services. Such entire liability.
Warranties regarding Hosting service should be provided by the Hosting Provider and are out of scope of this Contract.
arrow_upwardBack To TopEXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN SECTION 9 ABOVE, WE AND OUR TTHIRD-PARTYPROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WABOUTTHE SAAS SERVICE, THE SAAS MATERIALS, AND THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF SERVICE TO THE EXTENT ALLOWED BY LAW.
arrow_upwardBack To TopIN NO EVENT SHALL EITHER PARTY OR THE THIRD PARTY PROVIDERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SAAS SERVICE, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHERWISE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF US AND THE THIRD PARTY PROVIDERS EXCEED THE TOTAL AMOUNTS PAID TO US FOR THE SAAS SERVICE, SAAS MATERIALS, OR SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND IF SUCH LIABILITY RESULTS FROM YOUR USE OF A PARTICULAR PORTION OF THE SAAS SERVICE, SAAS MATERIALS, OR SERVICES UNDER THIS AGREEMENT, SUCH LIABILITY SHALL BE LIMITED TO THE FEES PAID TO US FOR THE DEFICIENT PORTION OF THE SAAS SERVICE, SAAS MATERIALS, OR SERVICES GIVING RISE TO THE LIABILITY AMOUNTS NEVER CAN BE CONSIDERED AS A PENALTY. THE LIMITATION OF OUR LIABILITY SET FORTHOUTLINED INR SENTENCE SHALL NOT APPLY TO OUR INDEMNITY OBLIGATIONS SET FORTH OUTLINED IN1 BELOW.
arrow_upwardBack To TopIf someone makes a claim against either you or AscHS or the “DEALER” (“Recipient” which may refer to you or AscHS or the DEALER depending upon which party received the Material), that any information, design, specification, instruction, software, data, or material (“Material”) furnished by either you or AscHS or the DEALER (“Provider” which may refer to you or AscHS or the DEALER depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider will indemnify the Recipient against the claim if the Recipient does the following: (i) notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law); (ii) gives the Provider sole control of the defense and any settlement negotiations; and (iii) gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.
If the Provider believes or it is determined that any of the Material may have violated someone else’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid for it and any unused, prepaid fees you have paid applicable to the terminated license or service.
If you are the Provider and such returned material affects AscHS or the DEALER’s ability to meet its obligations under the relevant Order Form, then we may, at our option and upon 30 days prior written notice, terminate the Order Form. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s user documentation or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider.
We will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by us. This section provides the parties’ exclusive remedy for any infringement claims or damages.
arrow_upwardBack To TopEach party may have access to information that is confidential to the other party (“Confidential Information”). Confidential Information shall include any information that is clearly identified as ‘Confidential’ in writing at the time of disclosure as confidential. Confidential Information of AscHS shall include the software programs provided as part of the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service and the SaaS Materials. Confidential Information of yours shall include Your Data.
A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure or; (iv) is independently developed by the other party without reference to the other party’s Confidential Information. The parties agree to use reasonable care to prevent disclosure of the other party’s Confidential Information to any third party.
The parties agree to hold each other’s Confidential Information in confidence for a period of three years from the date of disclosure.
Notwithstanding the foregoing, you acknowledge and agree that (1) dealer or we may disclose your Confidential Information to our Third Party Providers to the extent necessary to provide products or services under SaaS Services Policy Document this Agreement, provided that we have a non-disclosure agreement in place with such Third Party Provider that protects such Confidential Information against disclosure in a manner no less protective than this Agreement, and (2) our obligations regarding personally identifiable information and other information concerning you and your Users shall be governed by the terms of the then-current SaaS Privacy Policy available at https://www.archibushostingservices.com/index.php/AscHS-online-privacy-policy/. In particular, we may access or disclose information about you, including the content of your communications, in order to: (i) comply with the law or respond to lawful requests or legal process; (ii) protect the rights or property of AscHS or our customers, including the enforcement of our agreements or policies governing your use of the service; or (iii) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of AscHS employees, customers or the public.
AscHS may use technology or other means to protect the service, our customers, or stop you from breaching this contract. These means may include, for example, increase security. These means may hinder or break your use of the service.
In order to provide you the service, AscHS may collect certain information about service performance, and your service use. They may automatically upload this information from you. This data will not personally identify you. You may read about this information collection in more detail in the privacy policy at https://www.archibushostingservices.com/index.php/AscHS-online-privacy-policy/
Further, AscHS may identify you on its CRM “SaaS customers” lists and in its marketing and advertising materials, and announce that you are a customer of the SaaS Service, and reproduce your company name, logo, trademark, trade name, service mark, or other commercial designations in connection therewith.
In any matter related to Customer’s Data confidentiality for the purpose of this contract, both parties agree to strictly abide by the contents of the “Confidentiality and Non-Circumvention Agreement”.
This Section 13 constitutes the entire understanding of the parties and supersedes all prior or contemporaneous agreements, representations, or negotiations, whether oral or written, with respect to Confidential Information.
Any Current Contract like “Confidentiality and Non-Circumvention Agreement” signed by the Parties, supersede any other matter reflected in this contract related to Customer’s Data.
arrow_upwardBack To TopYou will ensure that any use of the ARCHIBUS Enterprise SaaS service and Services by you and your Users is in accordance with the terms of this Agreement, and that you obtain any consents required for AscHS and its Third-Party Providers to perform the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service and Services under this Agreement. You are responsible for ensuring that your network and systems comply with specifications that we and AscHS provide. AscHS and/or dealer is not responsible for your network connections or for conditions or problems arising from or related to your network connections (e.g., bandwidth issues, excessive latency, network outages), or caused by the internet.
arrow_upwardBack To TopWe may give notice applicable to AscHS’ general ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service customer base by means of a general notice on the SaaS User’s portal and specific notices to you by electronic mail to your email address on record in our account information or by written communication sent by first class mail or pre-paid post to your address on record in our account information. If you have a dispute with us or you wish to provide a notice under this agreement, or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to ARCHIBUS SOLUTION CENTER – HOSTING SERVICES OÜ in the address: Valukoja 8 - Tallinn 11415, Estonia (EU).
arrow_upwardBack To TopYou agree not to use or permit the use of the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service or Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations.
AscHS reserves the right to remove or disable access to any material that violates the foregoing restrictions or terminate the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service or the Services for violating your obligations under this section. AscHS shall have no liability to you if AscHS takes such action. You agree to defend and indemnify AscHS against any claim arising out of a violation of your obligations under this section.
arrow_upwardBack To TopAt our written request, but not more frequently than annually, you shall furnish us with a document signed by your authorized representative verifying that the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service is being used pursuant to the provisions of this Agreement and the applicable Order Form. You are responsible for implementing reasonable means to monitor your compliance with the terms of this Agreement. We reserve the right to audit your use of the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service no more than once annually at our expense.
We shall schedule any audit at least thirty (30) days in advance. Any such audit shall be conducted during regular business hours at your facilities and shall not unreasonably interfere with your business activities. If such audit reveals that you have underpaid fees to the dealer, you shall promptly pay to the dealer such fees at the prices set forth in the applicable Order Form.
arrow_upwardBack To TopYou agree that EU export control regime, laws, and other applicable export and import laws govern your use of the SaaS Service, including technical data and AI software programs. You agree that neither the SaaS Service, SaaS Materials, any AI software programs, nor any direct product thereof will be exported directly, or indirectly, in violation of these laws or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.
arrow_upwardBack To TopNeither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; the act of God; electrical, internet, or telecommunication outage that the obligated party does not cause; government restrictions (including the denial or cancellation of any export or other license); or another event outside the reasonable control of the obligated party, impossible to be foreseen at the contract sign in time, unavoidable and insurmountable .
Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such an event continues for more than 90 days, either party may cancel unperformed services upon written notice.
This section does not excuse either party of its obligations to take reasonable steps to follow its standard disaster recovery procedures or your obligation to pay for the ARCHIBUS Enterprise SaaS or ARCHIBUS Enterprise PaaS service and/or Services provided.
arrow_upwardBack To TopIf unexpected events occur, even those not necessarily abstract and unforeseeable by parties, and these events cause substantial modifications to the parties’ contract equilibrium, rendering particularly onerous the performance for one party, this one has the right to request the contract renegotiation to the counterpart. Such a request must be formulated without unjustified delay, indicating the bases on which it is supported.
The request of renegotiation, per se, does not authorize the disadvantage part to suspend its obligations and/or dues compliance.
In case of unsuccessful agreement within 30 days from the request, any part could initiate legal actions against the other in the court in which this contract is submitted. If the court determines it is a “hardship” case, it could decree the contract termination from a specific date and in the terms determined to this purpose by said court.
arrow_upwardBack To TopAscHS may use tools, scripts, software, and utilities (collectively, the “Tools”) to review and administer the SaaS Service, and to help resolve your service requests. The Tools will not collect, report or store any of Your Data residing in the SaaS Service, except as necessary to troubleshoot service requests or other problems in the SaaS Service. Since data collected by the Tools is current, the data may also be used to assist in managing AscHS’ product and service portfolio and for license management.
arrow_upwardBack To TopAscHS may compile statistical, and performance information related to the provision of the ARCHIBUS Enterprise SaaS service or the Services and may make such information publicly available, provided that such information does not incorporate Your Data and/or identifies your Confidential Information. AscHS retains all intellectual property rights in such information.
arrow_upwardBack To TopAll contents of the service are Copyrighted © 2007-2023 by ARCHIBUS SOLUTION CENTER HOSTING SERVICES OÜ., EPTURA INCORPORATED, ARCHIBUS INCORPORATED, ARCHIBUS SOLUTION CENTER CORPORATION and/or its suppliers, all rights reserved. Copyright and other intellectual property laws and treaties protect any software or content provided as part of the service. Our suppliers or we own the software or content's title, copyright, and other intellectual property rights. AscHS, ASC, ARCHIBUS, “ARCHIBUS On Demand”, “ARCHIBUS Enterprise SaaS”, “ARCHIBUS Enterprise PaaS”, “ARCHIBUS Hosted” and/or other AscHS products and services referred herein may also be either trademarks or registered trademarks of AI in Europe and the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, e-mail addresses, logos, people, places, and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, place, or event is intended or should be inferred. Any rights not expressly granted herein are reserved.
arrow_upwardBack To Top1. Any action related to this Agreement will be governed by Estonian law. The United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction, will not apply to this Agreement. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Order Form shall be subject to the exclusive jurisdiction of the Courts of Tallinn, Estonia.
2. This Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with any applicable Order Form, represents the parties’ entire understanding relating to the SaaS Service, the Services, and the SaaS Materials, and supersedes any prior or contemporaneous, conflicting or additional, communications. You declare your acknowledgment of all of this agreement referred to information .
3. The exchange of a fully executed Order Form by fax shall be sufficient to bind the parties to the terms and conditions of this Agreement and Order Form.
4. Except as set forth above, the terms and conditions of this Agreement may be amended only by written agreement of the parties.
5. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
6. No joint venture, partnership, employment, or agency relationship exists between AscHS and you as a result of this Agreement or use of the SaaS Service.
7. You may not assign this Agreement without the prior written approval of AscHS.
8. Any purported assignment in violation of this section shall be void.
9. AscHS reserves the right to provide some or all the SaaS Service, SaaS Materials, or Services from locations, and/or through use of Third-Party Providers, worldwide.
10. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
11. Except for actions for nonpayment or breach of AscHS’ proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.
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