SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement (this “Agreement”) is by and between Beebolt FZ LLC, with offices located at [BIZ00289, Compass Building, Al Shohada Al Hamra Industrial Zone – FZ, Ras Al Khaimah, United Arab Emirates (“Beebolt”) and you (“Customer”). Beebolt and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
WHEREAS, Beebolt provides access to the Services to its customers; and
WHEREAS, Customer desires to access the Services, and Beebolt desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
“Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
“Beebolt IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Beebolt IP does not include Customer Data.
“Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
“Documentation” means Beebolt’s end user documentation relating to the Services available through Customer’s online account.
“Effective Date” means the date on which this Agreement is accepted by Customer.
“Services” means the software-as-a-service offering described in Exhibit A.
“Start Date” means the date on which the Initial Term commences.
“Third-Party Products” means any third-party products described in Exhibit A provided with or incorporated into the Services.
2. Access and Use.
(a) General. By accessing, registering, clicking a box indicating acceptance and/or continuing to use or access the Services, Customer is agreeing to be bound by the Agreement with immediate effect. If Customer does not agree to the Agreement, Customer must not use or access the Services.
(b) Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all the terms and conditions of this Agreement, Beebolt hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(h)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Beebolt shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
(c) Documentation License. Subject to the terms and conditions contained in this Agreement, Beebolt hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(h)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
(d) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(e) Reservation of Rights. Beebolt reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Beebolt IP.
(f) Suspension. Notwithstanding anything to the contrary in this Agreement, Beebolt may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if (i) Beebolt reasonably determines that (A) there is a threat or attack on any of the Beebolt IP; (B) Customer’s or any Authorized User’s use of the Beebolt IP disrupts or poses a security risk to the Beebolt IP or to any other customer or vendor of Beebolt; (C) Customer, or any Authorized User, is using the Beebolt IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Beebolt’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Beebolt has suspended or terminated Beebolt’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Beebolt shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Beebolt shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Beebolt will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
3. Customer Responsibilities.
(a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
(b) Third-Party Products. Beebolt may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.
4. Service Levels; Support and Data Protection.
(a) Service Levels. Subject to the terms and conditions of this Agreement, Beebolt shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in Exhibit B.
(b) Support. The access rights granted hereunder entitle Customer to the support services described in Exhibit B.
(c) Data Protection. The data processing agreement between the Parties, which is available here and incorporated into this Agreement (the “Data Processing Agreement”), describes the Parties’ data protection obligations, and respective roles for the processing of Personal Data (as such term is defined in the Data Processing Agreement), and the Parties shall comply with their data protection obligations as set out in the Data Processing Agreement.
5. Fees and Payment.
(a) Fees. Customer shall pay Beebolt the fees (“Fees”) as set forth in Exhibit A without offset or deduction (unless a discount has been agreed between the Partiesin Exhibit A). Customer shall make all payments hereunder in US dollars on or before the due date set forth in Exhibit A. If Customer fails to make any payment when due, without limiting Beebolt’s other rights and remedies (i) Beebolt may charge interest on the past due amount at the rate of 2% above the interest rate of the UAE Central Bank calculated daily and compounded monthly; (ii) Customer shall reimburse Beebolt for all costs incurred by Beebolt in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 45 calendar
days or more, Beebolt may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Beebolt’s income.
(c) Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Beebolt may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Beebolt with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer has underpaid. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.
6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure (a) has been publicly disclosed other than through the fault of a Party; (b) is known to the receiving Party at the time of disclosure; (c) is rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) is independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback.
(a) Beebolt IP. Customer acknowledges that, as between Customer and Beebolt, Beebolt owns all right, title, and interest, including all intellectual property rights, in and to the Beebolt IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
(b) Customer Data. Beebolt acknowledges that, as between Beebolt and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Beebolt a non-exclusive, irrevocable, transferable, sublicensable, fully paid-up, perpetual, royalty-free, worldwide license to reproduce, distribute, modify and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Beebolt to provide the Services to Customer.
(c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Beebolt by mail, email, telephone, or otherwise, suggesting or recommending changes to the Beebolt IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Beebolt is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Beebolt on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Beebolt is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Beebolt is not required to use any Feedback.
(d) Customer Logo. Customer hereby grants to Beebolt and its affiliates a non-exclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, assignable, sublicensable, worldwide licence to use, reproduce and display Customer’s name, trademarks, service marks, trade names or logos in any advertisements, promotional literature or information.
8. Warranty Disclaimer.
(a) The Beebolt IP is provided “as is” and Beebolt hereby disclaims all warranties, whether express, implied, statutory, or otherwise. Beebolt specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Beebolt makes no warranty of any kind that the Beebolt IP, or any products or results of the use thereof, will meet Customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free.
(a) Beebolt Indemnification.
(i) Beebolt shall indemnify and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s UAE intellectual property rights, provided that Customer promptly notifies Beebolt in writing of such Third-Party Claim, cooperates with Beebolt, and Customer mitigates its Losses.
(ii) If a Third-Party Claim is made or appears possible, Customer agrees to permit Beebolt, at Beebolt’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Beebolt determines that neither alternative is reasonably available, Beebolt may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Beebolt or authorized by Beebolt in writing; (B) modifications to the Services not made by Beebolt; or (C) Customer Data; or (D) Third-Party Products.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Beebolt’s option, defend Beebolt, on demand, from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Beebolt or authorized by Beebolt in writing; or (iv) modifications to the Services not made by Beebolt, provided that Customer may not settle any Third-Party Claim against Beebolt unless Beebolt consents in writing to such settlement, and further provided that Beebolt will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. This Section 9 sets forth Customer’s sole remedies and Beebolt’s sole liability and obligation for any actual, threatened, or alleged claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. In no event will Beebolt’s liability under this Section 9 exceed the Fees paid by Customer during the 12 months preceding the date on which the claim arose.
10. Limitations of Liability.
(a) Nothing in this Agreement excludes or limits the liability of Beebolt (i) for death or personal injury caused by Beebolt’s negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any other circumstances for which liability cannot be excluded or limited under applicable law.
(b) Subject to Section 10(a), Beebolt shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise however arising under this Agreement for any (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill; (iv) loss or corruption of data or information; or (v) pure economic loss, in each case, whether direct or indirect; or (vi) any special, indirect or consequential loss, costs, damages, charges or expenses.
(c) Subject to Section 10(a), Beebolt’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Fees paid during the 12 months immediately preceding the date on which the claim arose.
11. Term and Termination.
(a) Term. The trial period of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the period as specified in Exhibit A (the “Trial Period”). Following the end of the Trial Period, each Party may negotiate in good faith a renewal to this Agreement (the “Initial Term”). Following the end of the Initial Term, the Agreement shall be automatically renewed for successive periods of 12 months, unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least 60 days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Trial Period and the Initial Term, the “Term”).
(b) Termination. In addition to any other express termination right set forth in this Agreement:
(i) Beebolt may terminate this Agreement, effective on written notice to Customer, if Customer (A) fails to pay any amount when due hereunder, and such failure continues more than 60 calendar days after Beebolt’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(d) or Section 6;
(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach;
(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
(iv) Customer may terminate this Agreement for convenience by giving not less than 60 days’ advance written notice to Beebolt provided that, Customer shall immediately pay to Beebolt (A) all amounts invoiced but not paid, and all amounts accrued but not invoiced, for Services performed prior to the termination; and (B) any reasonable and verifiable costs or out-of-pocket expenses incurred by Beebolt pursuant to the terms of this Agreement in relation to the Services to the extent not recovered by the foregoing.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Beebolt IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Beebolt IP and certify in writing to the Beebolt that the Beebolt IP has been deleted or destroyed. No expiration or termination will (i) affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination; or (ii) entitle Customer to any refund. Upon expiration or earlier termination of this Agreement, subject to a fee being agreed between the Parties, Beebolt may provide certain exit assistance services to Customer.
(d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8(a), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
(c) Force Majeure. In no event shall Beebolt be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Beebolt’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemics, pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and agreed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and agreed by the Party so waiving. Except as otherwise set forth in this Agreement (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Complaints. Without prejudice to Section 12(g), Customer shall first contact Beebolt at firstname.lastname@example.org to seek a resolution for any complaint relating to the Services. Beebolt shall use reasonable endeavours to resolve such complaint.
(g) Governing Law; Submission to Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of the Dubai International Financial Centre. The Parties hereby agree that any dispute, controversy or claim arising out of or relating to this Agreement (and all contractual and non-contractual obligations arising from such document), or the breach, termination or invalidity thereof, shall be settled by arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with its arbitration rules, which rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the UAE. The language to be used in the arbitration shall be English.
(h) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Beebolt. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
(i) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside its jurisdiction of incorporation.
(j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(d), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
(k) Jurisdiction-specific Terms. If there are separate supplemental terms for the jurisdiction applicable to Customer’s access or use of the Services, Customer also hereby agrees to the supplemental terms applicable to it in each jurisdiction as outlined in this Section 12(k), and in the event of a conflict between the provisions of this Section 12(k) that are relevant to Customer’s jurisdiction for Customer’s access or use of the Services, and the rest of this Agreement, this Section 12(k) will supersede and control.
Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.
A. DESCRIPTION OF SERVICES: A supply chain collaboration platform that provides visibility, transparency and efficiency to streamline supply chain processes and facilitate global trade, and includes the following key modules/solutions (i) tracking; (ii) document management; (iii) messaging; (iv) RFQ automation; (v) shipment notifications; (vi) analytics; and (vii) order management.
1. Customer shall not pay to Beebolt any Fees during the Trial Period.
2. During the Initial Term and the Renewal Term, Customer shall pay to Beebolt the Fees (as agreed and documented separately in writing between the Parties) for the selected subscription tier and in accordance with the Agreement.
3. During each 12-month period, the first of which shall commence on the Start Date, Beebolt reserves the right to revise the Fees.
4. Customer shall on the Start Date provide to Beebolt valid, up to date and complete credit or debit card details and Customer hereby authorizes Beebolt to bill such credit or debit card on the Start Date, and on each 12-month anniversary following the Start Date, for the Fees payable in advance for the following 12 months during the Term.
C. THIRD-PARTY PRODUCTS:
1. Google Cloud for hosting purposes.
2. Other third-party products provided with or incorporated into the Services.
1. Trial Period: The trial period agreed between the Parties in writing.
EHIBIT B SERVICE LEVELS AND SUPPORT
Beebolt shall use commercially reasonable endeavours to make the Services 99.99% available 24 hours a day, seven days a week, except for (i) planned maintenance carried out during a maintenance window as notified by Beebolt to Customer; and (ii) unscheduled maintenance performed outside Beebolt’s normal business hours, provided that Beebolt has used reasonable endeavours to give Customer at least six hours’ notice in advance.
Beebolt shall provide to Customer the following technical and operational support services via the channel(s) included within the subscription tier selected in Exhibit A.
Beebolt shall respond to the relevant incident in accordance with the following response times:
Priority 1 < 2 Business Hours
Priority 2 < 4 Business Hours
Priority 3 < 24 Business Hours