|
Paladin Data Systems Corporation
<br />Master SaaS Subscription and Professional Services Agreement
<br />Page 1 of 7
<br />
<br /> MSGPSA-Sv5-16
<br />
<br />
<br />THIS MASTER SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION AND PROFESSIONAL SERVICES AGREEMENT
<br />(“Agreement”) GOVERNS YOUR ACQUISITION AND USE OF OUR SaaS SUBSCRIPTION AND PROFESSIONAL
<br />SERVICES. BY EXECUTING A SALES ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS
<br />OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER
<br />LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES
<br />TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" WILL REFER TO SUCH ENTITY
<br />AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS
<br />AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SaaS SUBSCRIPTION OR
<br />THE PROFESSIONAL SERVICES.
<br />
<br />You may not access the SaaS Subscription if You are Our direct competitor, except with Our prior written consent. In addition,
<br />You may not access the SaaS Subscription for purposes of monitoring availability, performance or functionality, or for any
<br />other benchmarking or competitive purposes.
<br />
<br />This Agreement is effective between You and Us as of the date of You r acceptance of the Sales Order (“Effective Date”).
<br />
<br />1. DEFINITIONS IN addition to the terms defined elsewhere in this Agreement, the following terms have the following
<br />meanings:
<br />1.1. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the
<br />subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the
<br />voting interests of the subject entity.
<br />1.2. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files,
<br />scripts, agents or programs.
<br />1.3. "Non-SaaS Subscription Applications" means online applications and offline software products that are provided
<br />by entities or individuals other than Us and are clearly identified as such, and that interoperate with the SaaS Subscription.
<br />1.4. “Party or Parties” means either We, Us, or Our, as well as You or Your individually or collectively.
<br />1.5. “Personally Identifiable Information” means information about a person that contains some unique identifier,
<br />including but not limited to name or Social Security Number, from which the identity of the person can be determined. In OMB
<br />M-06-19 (July 12, 2006), "the term Personally Identifiable Information means any information about an individual maintained
<br />by an agency, including, but not limited to, education, financial transactions, medical history or certification, and crimina l or
<br />employment history and information which can be used to disti nguish or trace an individual’s identity, such as their name,
<br />social security number, date and place of birth, mother’s maiden name, biometric records, etc., including any other personal
<br />information which is linked or linkable to an individual."
<br />1.6. "Professional Services" means the labor or time and materials work that You or Your Affiliates purchase under a
<br />Sales Order.
<br />1.7. "SaaS Subscription” means the software as a service (“SaaS”) products ordered by You on a Sales Order and
<br />made available by Us online via the customer login link and/or other web pages designated by Us, including associated offline
<br />components, as described in the User Guide. SaaS Subscription excludes Non-SaaS Subscription Applications.
<br />1.8. "Sales Order” means the documents for placing orders, including addenda thereto, that are entered into between
<br />You and Us or any of Our Affiliates from time to time, including addenda and supplements. By entering into a Sales Order, an
<br />Affiliate agrees to be bound by the terms of this Agreement as if it were an original party. Sales Order s will be deemed
<br />incorporated herein by reference.
<br />1.9. “Start Date” means the date in which the SaaS Subscription fee commences. Start Date is also known as go -live
<br />date.
<br />1.10. “Subscription Term” means the twelve months from the Start Date and thereafter Subscription Term is a twelve
<br />month term.
<br />1.11. “Third Party” means any entity or individual other than We, Us, or Our, as well as You or Your.
<br />1.12. “Training Record” means a record of a person within ASMi that has training information being managed. This
<br />training information data includes but is not limited to task lists, accreditations, lectures, On the Job Training, courses,
<br />medical certifications, or online training.
<br />1.13. "User Guide" means the online user guide for the SaaS Subscription, accessible via login, as updated from time to
<br />time.
<br />1.14. "Users" means individuals who are authorized by You to use the SaaS Subscription, for whom subscriptions have
<br />been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may
<br />include, but are not limited to Your employees, consultants, contractors and agents, and any Third Party with which You
<br />transact business.
<br />1.15. "We," "Us" or "Our" means Paladin Data Systems Corporation described in Section 14.1 (Contracting Seller,
<br />Notices, Governing Law and Jurisdiction).
<br />1.16. "You" or "Your" means the company or other legal entity for which you are accepting this Agreement and Affiliates
<br />of that company or entity.
<br />1.17. "Your Data" means all electronic data or information owned by Your company or other legal entity and submitted by
<br />You to the SaaS Subscription.
|