- “SaaS” means SOFTWARE AS A SERVICE.
- “Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by TECHNOSOFT INDIA.
- “Customer Content” means all data and materials provided by Customer to TECHNOSOFT INDIA for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics.
- “Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by TECHNOSOFT INDIA to Customer regarding the use or operation of the SaaS Services.
- “Identity Cube” means a unique collection of identity data for an individual that will be granted access to and/or managed by the SaaS Services for the purposes of providing single sign-on, managing passwords or certifying user access. Identity data may be physically or logically maintained in a single repository or in separate physical or logical repositories. Although Identity Cubes for user accounts that have been deactivated may remain in the identity management system, those inactive Identity Cubes will not be included in the number of Identity Cube licenses in use by Customer.
- “Maintenance Services” means the support and maintenance services provided by TECHNOSOFT INDIA to Customer pursuant to this SaaS DOCUMENT.
- “Other Services” means all technical services performed or delivered by TECHNOSOFT INDIA under this SaaS DOCUMENT, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a hire basis.
- “Schedule" is a written document attached to this SaaS DOCUMENT under executed separately by TECHNOSOFT INDIA and Customer for the purpose of purchasing SaaS Services under the terms and conditions of this SaaS DOCUMENT.
- “Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.
- “SaaS Services” refer to the specific TECHNOSOFT INDIA’s internet-accessible service identified in a Schedule that provides use of TECHNOSOFT INDIA’s ONLINE CMS - ERP Management Software that is hosted by TECHNOSOFT INDIA or its services provider and made available to Customer over a network on a term-use basis.
- “Subscription Term” shall mean that period specified in a Schedule during which Customer will have on-line access and use of the Software through TECHNOSOFT INDIA’s SaaS Services. The Subscription Term shall renew for successive 12(Twelve) - month periods unless either party delivers written notice/Email of non-renewal to the other party at least 30(Thirty) days prior to the expiration of the then-current Subscription Term.
2. SAAS SERVICES
- 2.1 During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for your internal business operations subject to the terms of this document and up to the number of Identity Cubes documented in the Schedule.
- 2.2 Customer acknowledges that this document is a "SaaS" Terms & Conditions document and TECHNOSOFT INDIA will not be delivering copies of the Software to Customer as part of the SaaS Services.
- 3.1 Customer shall not, and shall not permit anyone to:
- 3.2 copy or republish the SaaS Services or Software,
- 3.3 make the SaaS Services available to any person other than authorized Identity Cube users,
- 3.4 use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties,
- 3.5 modify or create derivative works based upon the SaaS Services or Documentation,
- 3.6 remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation,
- 3.7 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source cod e of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or
- 3.8 access the SaaS Services or use the Documentation in order to build a similar product or competitive product.
- 3.9 Subject to the limited licenses granted herein, TECHNOSOFT INDIA shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.
- 3.10 Customer agrees to assign all right, title and interest it may have in the foregoing to TECHNOSOFT INDIA.
4. CUSTOMER RESPONSIBILITIES
- 4.1 Assistance.
Customer shall provide commercially reasonable information and assistance to TECHNOSOFT INDIA to enable TECHNOSOFT INDIA to deliver the SaaS Services. Upon request from TECHNOSOFT INDIA, Customer shall promptly deliver Customer Content to TECHNOSOFT INDIA in an electronic file format specified and accessible by TECHNOSOFT INDIA. Customer acknowledges that TECHNOSOFT INDIA’s ability to deliver the SaaS Services in the manner provided in this SaaS DOCUMENT may depend upon the accuracy and timeliness of such information and assistance.
- 4.2 Compliance with Laws.
Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that TECHNOSOFT INDIA exercises no control over the content of the information transmitted by Customer or the Identity Cube users through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
- 4.3 Unauthorized Use.
False Information. Customer shall: (a) notify TECHNOSOFT INDIA immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to TECHNOSOFT INDIA immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer or any Identity Cube user, and (c) not provide false identity information to gain access to or use the SaaS Services.
- 4.4 Administrator Access.
Customer shall be solely responsible for the acts and omissions of its Administrator Users. TECHNOSOFT INDIA shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
- 4.5 Customer Input.
Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify TECHNOSOFT INDIA immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to TECHNOSOFT INDIA immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Customer or any Identity Cube user, and (iii) not provide false identity information to gain access to or use the Service.
- 4.6 License from Customer.
Subject to the terms and conditions of this SaaS, Customer shall grant to TECHNOSOFT INDIA a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer.
- 4.7 Ownership and Restrictions.
TECHNOSOFT INDIA or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the name of TECHNOSOFT INDIA. Third party technology that may be appropriate or necessary for use with some TECHNOSOFT INDIA programs is specified in the program documentation or ordering document as applicable. Customer’s right to use such third party technology is governed by the terms of the third party technology license document specified by TECHNOSOFT INDIA and not under the document.
5. INVOICE AND PAYMENT
- 5.1 Payment.
Unless otherwise provided in the Schedule, TECHNOSOFT INDIA shall invoice Customer for all fees and services on the Schedule effective date. Customer shall pay all undisputed invoices within 30(Thirty) days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in Indian Rupees, and must be paid by Customer to TECHNOSOFT INDIA in Indian Rupees [INR].
- 5.2 Taxes.
TECHNOSOFT INDIA shall bill Customer for applicable taxes included in each invoice. Customer shall be responsible for payment of all GST taxes or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on TECHNOSOFT INDIA’s net income, capital or corporate franchise.
- 5.3 Usage and Invoice.
TECHNOSOFT INDIA shall bill Customer yearly which will increase 20%(Twenty) to 40%(Forty) percent based on the normal usage of online CMS – ERP and other used software. For any additional and huge usage beyond normal usage as per quotation, extra charges will be applied by the TECHNOSOFT INDIA case to case basis according to its discretion.
6. TERM AND TERMINATION
- 6.1 Term of SaaS.
The term of this SaaS shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.
- 6.2 Termination.
Either party may terminate this SaaS immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
- 6.3 Suspension for Non-Payment.
TECHNOSOFT INDIA reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to TECHNOSOFT INDIA under this SaaS, but only after TECHNOSOFT INDIA notifies Customer of such failure and such failure continues for 15(fifteen) days. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS. Customer agrees that TECHNOSOFT INDIA shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s non-payment.
- 6.4 Suspension for Ongoing Harm.
TECHNOSOFT INDIA reserves the right to suspend delivery of the SaaS Services if TECHNOSOFT INDIA reasonably concludes that Customer or an Identity Cube user’s use of the SaaS Services is causing immediate and ongoing harm to TECHNOSOFT INDIA or others. In the extraordinary case that TECHNOSOFT INDIA must suspend delivery of the SaaS Services, TECHNOSOFT INDIA shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. TECHNOSOFT INDIA shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit TECHNOSOFT INDIA’s rights under Section 6.5 below.
- 6.5 Effect of Termination.
(a) Upon termination of this SaaS or expiration of the Subscription Term, TECHNOSOFT INDIA shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS shall terminate.
(b) If TECHNOSOFT INDIA terminates this SaaS due to a breach by Customer, then Customer shall immediately pay to TECHNOSOFT INDIA all amounts then due under this SaaS Terms and Conditions and to become due during the remaining term of this SaaS Terms and Conditions, but for such termination.
(c) Upon termination of this SaaS, customer can download all the data in EXCEL/CSV format and uploaded files from online CMS-ERP software.
7. SERVICE LEVEL Terms and Conditions
- The Service Level SaaS Terms and Conditions (“SLTAC”) sets forth Customer’s sole remedies for availability or quality of the SaaS Services including any failure to meet any guarantee set forth in the SLTAC.
- TECHNOSOFT INDIA warrants that the SaaS services will perform in all material respects in accordance with the Terms and Conditions. TECHNOSOFT INDIA does not guarantee that the SaaS services will be performed error-free or uninterrupted, or that TECHNOSOFT INDIA will correct all SaaS services errors.
- Customer acknowledges that TECHNOSOFT INDIA does not control the transfer of data over communications facilities, including the internet, and that the SaaS service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities, this section sets forth the sole and exclusive warranty given by TECHNOSOFT INDIA (express or implied) with respect to the subject matter of this Terms and Conditions, neither TECHNOSOFT INDIA nor any of its licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, virus-free or error-free, nor shall TECHNOSOFT INDIA or any of its service providers be liable for unauthorized alteration, theft or destruction of customer’s or any user’s data, files, or programs.
9. GENERAL PROVISIONS
- 9.1 Non-Exclusive Service.
Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict TECHNOSOFT INDIA’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.
- 9.2. Data Security.
Customer hereby acknowledges and agrees that TECHNOSOFT INDIA’s performance of this SaaS Terms and Conditions may require TECHNOSOFT INDIA to process, transmit and/or store data or the personal data of Customer employees and Affiliates. By submitting personal data to TECHNOSOFT INDIA, Customer agrees that TECHNOSOFT INDIA and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling TECHNOSOFT INDIA to perform its obligations to under this SaaS Terms and Conditions. In relation to all Personal Data provided by or through Customer to TECHNOSOFT INDIA, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws.
Customer agrees to obtain all necessary consents and make all necessary disclosures before including Data in Content and using the Enabling Software and TECHNOSOFT INDIA SaaS.
Customer confirms that Customer is solely responsible for any Data that may be contained in Content, including any information which any TECHNOSOFT INDIA SaaS User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by TECHNOSOFT INDIA under this Terms and Conditions, including that such processing according to Customer’s instructions will not place TECHNOSOFT INDIA in breach of applicable data protection laws. Prior to processing, Customer will inform TECHNOSOFT INDIA about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions.
Customer is responsible for ensuring that the TECHNOSOFT INDIA SaaS meets such restrictions or special requirements.
- 9.3 TECHNOSOFT INDIA Personal Data Obligations.
Customer agrees to provide any notices and obtain any consent related to TECHNOSOFT INDIA’s use of the data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information.
Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data.
- 9.4 Notices.
Except as otherwise permitted in this SaaS Terms and Conditions, notices under this SaaS Terms and Conditions shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered email-id, provided that a copy of the notice is promptly sent by another means specified in this section, or when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this SaaS Terms and Conditions.
- 9.5 Force Majeure.
Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
- 9.6 Waiver.
No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Terms and Conditions shall not constitute a waiver of any other or subsequent breach.
- 9.7 Severability.
If any term of this SaaS Terms and Conditions is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Terms and Conditions shall remain in full force.
- 9.8. Entire SaaS Terms and Conditions.
This SaaS Terms and Conditions (including all Schedules and exhibits) contains the entire Terms and Conditions of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Terms and Conditions. This SaaS Terms and Conditions may be amended solely in a writing signed by both parties if at all required.
- 9.9 Publicity.
TECHNOSOFT INDIA may include Customer’s name and logo in its customer lists and on its Company website. Upon signing, TECHNOSOFT INDIA may issue a high-level press release announcing the relationship and the manner in which Customer will use the TECHNOSOFT INDIA solution.
TECHNOSOFT INDIA shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
- 9.10 No Third Party Beneficiaries.
This SaaS Terms and Conditions is an Terms and Conditions between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.
- 9.11 Independent Contractor.
The parties have the status of independent contractors, and nothing in this SaaS Terms and Conditions nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Terms and Conditions, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
- 9.12 Statistical Information.
TECHNOSOFT INDIA may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.
- 9.13 Compliance with Laws.
TECHNOSOFT INDIA shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.
- 9.14 Dispute Resolution.
Customer’s satisfaction is an important objective to TECHNOSOFT INDIA in performing its obligations under this SaaS Terms and Conditions. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Terms and Conditions or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies.
If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.
- 9.15 Signatures.
This SaaS Terms and Conditions may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one Terms and Conditions.
Delivery of an executed counterpart of a signature page of this SaaS Terms and Conditions by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.
Support and Maintenance Services
- 1. Support and Maintenance Services.
Support and Maintenance Services are included in the SaaS Service and entitles Customer to the following:
(a) Telephone or Remote support in order to help Customer locate and correct problems with the online CMS - ERP Software.
(b) Bug fixes and code corrections to correct Software malfunctions in order to bring such Software into substantial conformity with the operating specifications.
(c) All extensions, enhancements and other changes that TECHNOSOFT INDIA, at its sole discretion, makes or adds to the Software and which TECHNOSOFT INDIA furnishes, to all other Subscribers of the SaaS Service.
- 2. Response and Resolution Goals
(a) “business hours” 10am-6pm IST, Monday thru Friday, except holidays.
(b) “Fix” means the modification of Software module or component to remedy Problem.
(c) “Problem” means a defect in Software as defined in TECHNOSOFT INDIA’s standard Software specification that significantly degrades such Software.
(c)“Respond” means acknowledgement of Problem received containing assigned support engineer name, date and time assigned, and severity assignment.
(d)“Workaround” means a change in the procedures followed or data supplied by Customer to avoid a Problem without substantially impairing Customer’s use of the Software.
Problem Severity Response GoalsResolution Goals
- 1. The software system is creating a significant impact to the Customer’s business function preventing that function from being executed.TECHNOSOFT INDIA will Respond within 2 business hours or as early as possible.
Upon confirmation of receipt, a TECHNOSOFT INDIA support personnel begins continuous work on the Problem, and a customer resource must be available at any time to assist with problem determination. Customer Support will provide reasonable effort for Workaround or Fix within 24 hours, once the Problem is reproducible or once we have identified the Software defect.
TECHNOSOFT INDIA may incorporate Fix in future release of software.
- 2. The software system or application is moderately affected. There is no workaround currently available or the workaround is cumbersome to use.
TECHNOSOFT INDIA will Respond within 4 business hours or as early as possible.
Customer Support will provide reasonable effort for Workaround or Fix within 7(Seven) business days, once the Problem is reproducible. TECHNOSOFT INDIA may incorporate fix in future release of software.
- 3. The software system or application issue is not critical: no data has been lost, and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround.
TECHNOSOFT INDIA will Respond within 8 business hours or as early as possible.
Customer Support will provide reasonable effort for Workaround or Fix within 10(Ten) business days, once the Problem is reproducible. TECHNOSOFT INDIA may incorporate Fix in future release of software.
- 4. Non-critical issues, general questions, enhancement requests, or the functionality does not match Terms and Conditionsed specifications.
TECHNOSOFT INDIA will Respond within 24 business hours or as early as possible.
Resolution of Problem may appear in future release of software.
- 5. Accessing Support
Customer Support offers several ways to resolve any technical difficulties.
In addition to online help in the Software, which can be accessed by clicking the “Help” tab or YouTube videos, function-specific help information can also be accessed throughout the Software.
The support email address is firstname.lastname@example.org. The support phone number as provided by the Company.
- 6. SERVICE LEVEL AGREEMENT
The Single Sign-On (SSO) SaaS Services will achieve System Availability (as defined below) of at least 99.9% during each calendar year of the Subscription Term.
All other SaaS Services will achieve System Availability (as defined below) of at least 99.9% during each calendar year of the Subscription Term. “System Availability” means the number of minutes in a year that the key components of the SaaS Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in the SaaS Agreement), (c) malicious attacks or power failure on the server system, (d) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Customer or any Identity Cube user. TECHNOSOFT INDIA reserves the right to take the Service offline for scheduled maintenance for which Customer has been provided reasonable notice and TECHNOSOFT INDIA reserves the right to change its maintenance window upon prior notice to Customer.