DataParser Cloud Services (SaaS) Terms of Service
This Agreement governs User access to and use of DataParser Cloud Services or Software-as-a-Service (SaaS) Customer has purchased from 17a-4. This Terms of Services is between Customer and 17a-4 and consists of:
In the event of a conflict, the order of precedence is as set out above. Capitalized terms are defined in MSA. BY CLICKING AN ACCEPT BUTTON, SUBMITTING AN ORDER FOR DATAPARSER CLOUD THAT REFERENCES THIS AGREEMENT, OR USING THE SERVICES, USER AGREES TO THE TERMS OF THIS AGREEMENT. IF USER ENTERS INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, USER REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES, IN WHICH CASE “USER” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF USER DOES NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, USER MAY NOT USE THE SERVICE
1. Scope of Use: 17A4 will provide User the Service or SaaS as specified in the applicable Offer Documentation(s) and Purchase Order(s). Users may use the Service in accordance with this Agreement only for your internal business use. User agrees that only institutions owned by Customer may use the subscription to the Services. Users may need to install software (“Software”) or provide additional Content Source information to register for and/or use certain Services. Users may use the Software to the extent reasonably required to use the Service and only for the duration you are entitled to use the Service. A subscription right to the Service is granted to Customer Users under 17A4 MSA. 17A4 reserves all rights to the Services and SaaS not expressly granted under this Terms of Service or the MSA.
Beta Users understand that beta Service is not generally released or meant for production environments, therefore, is unsupported and may contain bugs, errors, or issues. User accepts the beta Service “AS-IS.”
Trial 17A4 may give User trial access to Services, which also may be subject to additional terms. Any trial period will expire on the later of 30 days or as otherwise stated in writing from 17A4. Trial Services are also provided “AS- IS” without support or any express or implied warranty of any kind.
3. Software Configuration and Maintenance of Purchased Services:
17a-4 will provide configuration support for the initial delivery of Service and agrees to use commercially reasonable efforts to maintain the online Purchased Service available to User throughout the subscription term at the Service levels agreed to in the MSA. A User may not switch a subscription to the Purchased Service but may add additional subscriptions or modify existing ones. Requests for 17a-4 maintenance support will be made through 17a-4’s website at www.17a-4.com/techsupport.html. 17a-4 agrees to respond in no more than 3 hours.
4. 17a4 Obligations:
Provision of Purchased Services. 17A4 will (a) make the Services and Content Source application interoperability available to User pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable 17A4 standard support for the Purchased Services to User as set forth in Order Form, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which 17A4 shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond 17A4’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving 17A4 employees), Internet service provider failure or delay, Non-17A4 Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to 17A4’s provision of its Services to its customers generally (i.e., without regard for User’s particular use of the Services), and subject to User’s use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.
Service Level Availability. On-going Service availability is provided upon payment of annual subscription fee. Any Requests for downtime resolution support should be made at: www.17a-4.com/support.com. 17A4 guarantee that Purchased Services will be available at least 99.95% of the time.
Backup, Business Continuity, and Disaster Recovery. To the extent applicable to the Services to be performed, 17A4 shall be responsible for developing and maintaining procedures for the backup of Customer Data and the recovery of destroyed, lost, or damaged Customer Data with respect to such data in the possession of 17A4 or 17A4 Personnel. Unless otherwise directed by Customer or specified in this Section, 17A4 shall back up Customer Data on the last day of the month on a rolling one-hundred eighty (180) day cycle. At any time, Customer reserves the right to request a sealed, archived backup of Customer Data (reflecting a certain point in time as directed by Customer), and 17A4 shall resume Services with such backup of Customer Data, as an available remediation action for a cryptolocker or ramsomware event. 17A4 shall correct or recreate, to the extent possible, any destruction, loss, or damage of any Customer Data caused by 17A4 or any 17A4 Personnel or in the possession of or under the control of 17A4 or 17A4 Personnel using commercially reasonable efforts. Where 17A4 processes non-US Customer Personal Data, the following applies in addition to the above: (a) the 17A4 Systems used for processing Customer Data shall be secured in particular against loss of Customer Data which may be caused by a failure of power supply or line interference; and (b) 17A4 shall back up Customer Data on the last day of each week on a rolling one-hundred eighty (180) day cycle.
5. User Obligations:
Fees and Payment Terms. Subscription Fee for Services or SaaS, as described in the Offer Documentation and/or Purchase Order. If the Order Form specifies that payment will be by a method other than a credit card, 17A4 will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to 17A4 and notifying 17A4 of any changes to such information.
Acceptable Use. Customer Users will comply with the 17A4 Acceptable Use Policy (“AUP”) and agree to indemnify, defend and hold us harmless for any claims, liability, damages, and costs (including attorneys’ fees) arising from Customer Users’ violations of the AUP.
Use of Services or SaaS. Customer owns User Content and is responsible for Users’ Content and use of the Service using User account information, password, or other login credentials. User agrees to use reasonable means to protect User credentials from unauthorized disclosure or use by third parties, and User will promptly notify 17A4 any unauthorized use of User account of which User becomes aware. Any registration information User provides to use the Service will be accurate and User will keep such information current and up to date. User agrees to not reverse engineer, decompile, or disassemble the Software or Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. User will not sell, resell, reframe, distribute, rent or lease the Service or SaaS, include the Service or SaaS in an outsourced or service bureau offering, or otherwise commercialize the Service or SaaS. User grants 17A4 a worldwide, royalty-free, sublicensable license to use, process, reproduce and distribute the Content only as reasonably required to provide the Purchased Service. 17A4 is free to use and incorporate any feedback User provides regarding the Service without payment of royalties or other consideration.
6. Changes: 17A4 may enhance and/or change the features of the Service at our discretion as long as we do not materially reduce the core functionality of the Service or SaaS.
7. Warranty: Except as expressly stated in this section 8, to the extent allowed by applicable law, 17A4: (a) makes no warranty or representation that the SaaS will be uninterrupted, secure or error-free and (b) expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a particular purpose or non-infringement other than the following:
(i) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer User Data,
(ii) 17A4 will not materially decrease the overall security of the Services,
(iii) the Services will perform materially in accordance with the applicable Documentation,
(iv) 17A4 will not materially decrease the overall functionality of the Services.
8. Limitation of Liability: 17A4’s maximum liability for all claims related to this Agreement shall not exceed the Subscription fees paid to 17A4 for the applicable Service during the 12 months before the last event that gave rise to your claim. This limit is in the aggregate and not per incident. Neither party will be liable for any (a) indirect, incidental, exemplary, special or consequential damages; (b) loss or corruption of data or interrupted or loss of business; or (c) loss of revenues, profits, goodwill or anticipated sales or savings. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.
Definition of Confidential Information. “Confidential Information” means all 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 Customer includes Customer Information, Content Sources, and User Data; Confidential Information of 17A4 includes the Services and Content Source, and the terms and conditions of this Terms of Service and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. 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. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional 17A4 services.
Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its 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 who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to legal counsel or accountants will remain responsible for such legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, 17A4 may disclose the terms of this Agreement and any applicable Order Form to a Non-17A4 Application Provider to the extent necessary to perform 17A4’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
All Confidential Information shall remain Customer property. The provision of Confidential Information hereunder shall not transfer any right, title, or interest in such information to 17a-4.
10. Term and Termination: This Agreement commences on the date User first accepts it and continues until all subscriptions hereunder have expired or have been terminated. Termination of this Agreement shall not terminate, affect or impair any rights, obligations or liabilities with respect to the treatment of Confidential Information as set forth in this Agreement.
11. Assignment/Subcontracting: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld).
12. Remedies: Upon Customer’s reasonable request, 17a-4 agrees to return promptly to Customer all Confidential Information that is in writing and in the possession of 17a-4 and, upon written request, to certify the return or destruction (at Customer’s option) of all Confidential Information.
17a-4 agrees that monetary damages may not be an adequate remedy for improper disclosure or use of Confidential Information or for other breaches of this Agreement, that Customer, upon breach of this contract by 17a-4, shall be entitled to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without waiving any other right or remedy, and that 17a-4 shall not resist an application for such relief on the ground that Client has an adequate remedy at law.
13. Miscellaneous: In the event that any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired, and the invalid, illegal, or unenforceable provision will be replaced by a mutually acceptable provision, which being valid, legal, and enforceable, comes closest to the intention of the parties underlying the invalid, illegal, or unenforceable provision.
14. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York including all matters of construction, validity, performance and enforcement.
15. Entire Agreement: This Agreement constitutes the entire agreement between the Parties. Any modification or waiver of any provision of this Agreement shall not be effective unless made in writing and agreed to by 17a-4.