This SOFTWARE AS A SERVICE AGREEMENT (the “Agreement”) is entered into as of the Effective Date, by and between you (the “Customer”) and Ailliot, Webscalers LLC (“Ailliot”). Ailliot and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
The Parties agree as follows:
Definitions
- Affiliate: Refers to any entity that controls, is controlled by, or is under common control with, such Party.
- Beta Services: Features of the Services that may be available for trial at no additional charge.
- Confidential Information: All confidential and proprietary information of a Party.
- Customer Property: The content and data supplied by Customer to Ailliot.
- Documentation: All instructional material provided by Ailliot regarding the use of the Services.
- Effective Date: The date of the applicable Order Form you have signed with Ailliot.
- Services: The software services and platform provided by Ailliot.
- Subscription Term: The period during which Ailliot agrees to provide the Services to Customer.
Services
2.1 Provision of Services:
Ailliot grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term, solely for Customer’s internal business purposes and in accordance with the terms and conditions of this Agreement.
2.2 Service Modifications:
Ailliot reserves the right to modify or update the Services from time to time. However, Ailliot will not materially reduce the core functionality of the Services during the Subscription Term.
2.3 Beta Services:
From time to time, Ailliot may offer Beta Services for trial purposes. Customer may choose to try such Beta Services at its own discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms.
2.4 Service Availability:
Ailliot will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime or any unavailability caused by circumstances beyond Ailliot’s reasonable control.
2.5 Security:
Ailliot will maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Property processed by the Services.
2.6 Support Services:
Ailliot will provide Customer with standard support services in accordance with Ailliot’s then-current support policies, unless otherwise specified in the Order Form.
2.7 Restrictions:
Customer shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivative works based on the Services, (iii) reverse engineer the Services, or (iv) access the Services in order to build a competitive product or service.
2.8 Usage Limits:
Services may be subject to usage limits specified in the Order Form. If Customer exceeds these limits, additional fees may apply.
Fees and Payment
3.1 Fees:
Customer will pay Ailliot the fees specified in the Order Form for the Services. Unless otherwise specified in the Order Form, all fees are quoted in US dollars.
3.2 Invoicing and Payment:
Ailliot will invoice Customer in advance in accordance with the billing frequency stated in the Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date.
3.3 Overdue Charges:
Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Ailliot’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
3.4 Suspension of Service:
If any amount owing by Customer under this or any other agreement for Ailliot’s services is 30 or more days overdue, Ailliot may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.
3.5 Payment Disputes:
Ailliot will not exercise its rights under Section 3.3 (Overdue Charges) or 3.4 (Suspension of Service) if the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
3.6 Taxes:
Unless otherwise stated, Ailliot’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder.
3.7 Price Changes:
Ailliot reserves the right to modify its pricing structure. Any changes will be communicated to the Customer at least 30 days in advance, and the Customer will have the option to terminate the agreement if they do not agree with the new pricing structure.
Proprietary Rights and Licenses
4.1 Reservation of Rights:
Subject to the limited rights expressly granted hereunder, Ailliot reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
4.2 License by Ailliot to Use the Services:
Ailliot grants to Customer a non-exclusive, non-transferable, worldwide right to access and use the Services, solely for Customer’s internal business purposes and subject to the terms of this Agreement.
4.3 License by Customer to Host Data:
Customer grants Ailliot a worldwide, limited-term license to host, copy, process, and display Customer Data as reasonably necessary for Ailliot to provide the Services in accordance with this Agreement.
4.4 License Restrictions:
Customer shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivative works based on the Services, (iii) copy, frame, or mirror any part or content of the Services, (iv) reverse engineer the Services, or (v) access the Services in order to build a competitive product or service.
4.5 Ownership of Customer Data:
As between Ailliot and Customer, Customer exclusively owns all rights, title, and interest in and to all Customer Data.
4.6 Suggestions:
Ailliot shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer, including Users, relating to the operation of the Services.
Confidentiality
5.1 Definition of Confidential Information:
Confidential Information means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Ailliot’s Confidential Information includes the Services; and Customer’s Confidential Information includes the Customer Data.
5.2 Protection of Confidential Information:
The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who are bound by confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
5.3 Exclusions:
Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party, or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
5.4 Disclosure Required by Law:
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
Proprietary Rights
6.1 Reservation of Rights:
Subject to the limited rights expressly granted hereunder, Ailliot reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.
6.2 Restrictions:
The Customer shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivative works based on the Services, (iii) copy, frame, or mirror any part or content of the Services, (iv) reverse engineer the Services, or (v) access the Services in order to build a competitive product or service.
6.3 Ownership of Customer Data:
As between Ailliot and the Customer, the Customer exclusively owns all rights, title, and interest in and to all Customer Data. The Customer grants Ailliot a worldwide, limited-term license to host, copy, transmit, and display Customer Data, as necessary for Ailliot to provide the Services in accordance with this Agreement.
6.4 Feedback:
If the Customer or any of its users sends or transmits any communications or materials to Ailliot by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Ailliot is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.
6.5 Federal Agency Rights:
The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulation and agency supplements thereto.
Confidentiality
7.1 Definition of Confidential Information:
For the purposes of this Agreement, “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Customer includes Customer Data; Confidential Information of Ailliot includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
7.2 Protection of Confidential Information:
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who are bound by confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
7.3 Compelled Disclosure:
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
7.4 Remedies:
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
Refunds and Cancelations
In accordance with our commitment to transparency and fairness, we’d like to inform our users that once a payment is made for our services, as a software service we do not offer refunds. However, we believe in flexibility and understand that circumstances can change.
As such, you are always free to cancel your subscription at any time directly from your account, without any penalties or additional fees.
We encourage our users to make use of this feature as needed, ensuring that you always have control over your subscription status.
Conclusion:
In conclusion, this SaaS Agreement outlines the mutual understandings and commitments between Ailliot and its valued customers. It is designed to foster a transparent and trustworthy relationship, ensuring that both parties are clear on their rights, responsibilities, and the standards of service provision. By engaging with Ailliot’s services, customers acknowledge the terms set forth in this agreement, reinforcing our shared goal of achieving seamless, efficient, and beneficial outcomes. We appreciate the trust placed in Ailliot and remain dedicated to delivering excellence at every step of our journey together.