SAAS SERVICES AGREEMENT
1. SAAS SERVICES AND SUPPORT 1.1 Subject to the terms of this Agreement the Company will use commercially reasonable efforts to provide the Customer the Services [in accordance with the Service Level Terms attached hereto as Exhibit B]. As part of the launch and set up process, the Customer will identify an administrative company subdomain for the Customer’s server instance where on the software for the platform resides. The Customer will create their own users accounts and passwords it deems appropriate. 1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services and training material [in accordance with the terms set forth in Exhibit C].
2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer, employees and affiliates will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create similar or derivative works based on the Services or any Software, in the duration of the contract and after into perpetuity; 2.2 Further, Customer may not remove, reproduce or export from the software platform the company artificial intelligence knowledge base or anything related thereto, or any direct product thereof to any other company, authority or foreign agency except for personal backup purposes. 2.3 According to the Collection Limitation Principle the company agrees to process the data fairly and lawfully with the customer consenting to the data collection, processing, dissemination and disclosure, the customer is responsible for all participants and accounts created on the platform and willfully shares information on the platform. 2.4 According to the Data Quality Principle the data to be relevant to the purposes for which it is to be used, as found in the company value proposition and, to the extent necessary for those purposes, are accurate, complete and kept up-to-date by the customer exercising use of the platform. 2.5 According to the Purpose Specification Principle the company states that the data will be used for the purposes of its artificial intelligence software and the company to notify the customer on each occasion of change of purpose. 2.6 According to the Use Limitation Principle the customer agrees that data may be disclosed on a per selected basis of the customer, to 3rd parties for searched for services, advertising and knowledge discovery. 2.7 According to the Security Safeguards Principle the company will protect by security safeguard standards against such risk as loss or unauthorized access, destruction, use, modification or disclosure of data. 2.8 According to the Openness Principle the company agrees to a general policy of openness about developments, practices and policies with respect to customer data but only consents to the provisions contained herein. 2.9 According to the Individual Participation Principle the customer has the right to obtain from the company the data relating to the customer, to have communicated data relating to the customer within reasonable time, in a reasonable manner and in an form that is readily intelligible to the customer, to be given reason if a request is made and is denied and to be able to challenge such denial, to challenge data relating to the customer, and if successful to have the data erased, rectified, completed or amended. Be it the customer has full authority and responsibility over the data, what is inserted and created in the platform, whom is given authority to edit, compile, curate and delete such data. 2.10 According to the Accountability Principle the company aims to guarantee compliance in this contractual form with the data protection principles of lawfulness, fairness, transparency, purpose limitation, accuracy, storage limitation, integrity and confidentiality to be accountable to complying with the extent of the contractual measures herein to give express understanding to the written contract hereto which give effect to the principles stated and endorses transparent data protection, privacy policies and user control, internal clarity and explained the procedures for operationalizing privacy and responsibility of stake holders. 2.11 Privacy would not be infringed when data is inserted, edited, curated and disseminated from the platform, the customer bears the responsibility to declare and enrich data and does so in their own right to privacy and protection of information. The facts given in the data platform is at the determination and will of the customer. The customer is responsible if 3rd parties are acquainted with personal facts or any disclosure or publicity. 2.12 It should be noted that the customer willfully compiles information and knowledge of information on own consent. The processing of information is therefore justified by the data subjects consent. 2.13 Consent is given voluntarily, and the customer has full knowledge of the nature and extent of the possible harm that may result. The customer has been given through material fact in the contract or through consultation or through inferred insight, what the data will be used for and who will have access to the data. 2.14 The data is obtained for the internal use of the organization and together to be used by 3rd parties that can search over the data and find the data on search engines. 2.15 It is hereby negated that infringement of privacy was intentional by the company. 2.16 The Company can therefore not be held liable for patrimonial and non-patrimonial loss resulting from infringements of personality for disclosure of information. 2.17 The Customer is hereby informed that personal information has been collected, the information is accessible and is able to correct incorrect information. 2.18 Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services if it believes may be (or alleged to be) in violation of any laws. 2.19 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, software, operating systems, networking, and the like (collectively, “Equipment”).
3. CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of (the “Receiving Party”) includes information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information following the disclosure thereof (a) as it becomes generally available to the public, or (b) was in its possession or known by the public prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 3.2 The company platform to be used as internal data storage medium but has the application feature to select what information gets displayed to the public over the internet as the profile pages created for objects in the real world and the data attached thereto. The Customer grants worldwide license to use any IP content that you post on or in connection with the platform (IP License). 3.3 It is hereby consented and understood it is up to The Customer to safeguard its sensitive data, competitive edge and proprietary know how. 3.4 Customer shall own all rights, title and interest in and to the Customer Data. The Company has use rights of the data but shall own rights to data insights that is based on or derived from the Customer Data also the company ensuring these new insights will be provided to the Customer as part of the Services. 3.5 Company shall own and retain all rights, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.6 Company shall have the right to collect and analyze data and other information relating to the provision, use, performance and monitoring of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be granted the right to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
4. PAYMENT OF FEES 4.1 Customer will pay Company the then applicable fees described in the Invoice Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the development cycle, with due upgrades to the artificial intelligence knowledge base platform, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. If the Company creates additional value-added services apart from the artificial intelligence knowledge base platform the Company will duly inform the Customer of the offer with reasons for the offer, detailed valued proposition and price structure and to not automatically bill the Customer. 4.2 The customer will deposit via electronic funds transfer the agreed upon amount into the said Company account at the 1st of each month as per subscription agreement. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for taxes associated with Services as VAT and other company taxes will based on Company’s income from sales.
5. TRANSBORDER INFORMATION FLOWS 5.1 As the company makes use of cloud provisioning services for compute, storage, memory and the like to enable the server instance to be run with the Company platform software for the Customer, the Customer consents to the Transfer of information outside the Republic and is hereby permitted. 5.2 The 3rd party provisioning the services to be subject to law and has a service level binding agreement with the 3rd party and which shall provide for adequate level of protection and access. 5.3 The transfer is necessary for performance of the contract in interest of the Customer in response for the request for the provisioned platform.
6. TERM AND TERMINATION 6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. 6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval, but thereafter Company may, but is not obligated to, delete stored Customer Data unless special written request to delete the data. It shall be understood that once data is released into the public domain it is not the responsibility of the company to find and retrieve the data for deletion or removal. 6.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, company does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in the statement of work, [Exhibit A] furthermore the services and implementation services are provided “as is” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
8. LIMITATION OF LIABILITY Notwithstanding anything to the contrary, company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error of use beyond the company reasonable control or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any amounts that, together with amounts associated with payments, the payment gateway transfers between the customer to the company or vice versa under this agreement where the funds did not reach the other party.
9. MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created because of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Republic of South Africa. The parties shall work together in good faith to issue at least one mutually agreed upon press release within or before 60 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
EXHIBIT A Statement of Work The software to be made available with web browser functionality Bulk provisioning of user accounts Customer training (via Youtube or other video means) Providing documentation ...
EXHIBIT B Service Level Terms The Services shall be available full time, excluding scheduled maintenance. If Customer requests maintenance or inspection of the artificial intelligence knowledge base platform any downtime will be for the client benefit per request. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any liability. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than [12 hours], Company will credit Customer 3.2 % of Service fees for each period of 12 or more consecutive hours of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for two (2) weeks of Service Fees in any one (1) calendar month in any event. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
EXHIBIT C Support Terms The software to be made available with web browser functionality Bulk provisioning of user accounts Customer training (via Youtube or other video means) Customer may initiate a helpdesk by emailing [ai_your_enterprise@interversialsystemofsystems.com]. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (7) business days.