THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “Customer”) AND ARROW LABS CORPORATION (hereinafter “Company”) GOVERNING YOUR USE OF MIMS SUITE OF ONLINE FIELD OPERATIONS MANAGEMENT AND COLLABORATION SOFTWARE.
- “Fee” means the monthly fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule.
- “Fee Schedule” means the information relating to subscriptions and billing set out on the subscriptions and billing pages on the Arrow Labs Website.
- “Billing Cycle” means monthly recurrence starting from day of first subscription.
- “Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
- “Data” means any data inputted by Customer or with Customer’s authority.
- “Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
- “Service” means the cloud-based Workforce Management Platform MIMS made available (as may be changed or updated from time to time).
- “Customer” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
- ACCEPTANCE OF TERMS
- Customer must be of legal age to enter into a binding agreement in order to accept the Terms. If Customer does not agree to the General Terms, Customer should not use any of Company’s Services. If Customer agree to the General Terms and does not agree to any Service Specific Terms, Customer should not use the corresponding Service. Customer can accept the Terms by checking a checkbox or clicking on a button indicating acceptance of the terms or by actually using the Services.
- DESCRIPTION OF SERVICE
- Company provides an array of services for online collaboration and management including database application, chat, schedule organizer, field service recourse management application and project management application. Customer may use the Services for business use or for internal business purpose in the organization that Customer represents. Customer may connect to the Services using leading Internet browser supported by the Services. Customer is responsible for obtaining access to the Internet and the equipment necessary to use the Services. Customer can create and edit content with his user account and if Customer chooses to do so, Customer can publish and share such content.
- MODIFICATION OF TERMS OF SERVICE
- Company may modify the Terms upon notice to Customer at any time through a service announcement or by sending email to Customer primary email address. If Company makes significant changes to the Terms that affect Customer rights, Customer will be provided with at least 30 days advance notice of the changes by email to Customer primary email address. Customer may terminate his use of the Services by providing Company notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects Customers rights in connection with use of the Services. In the event of such termination, Customer will be entitled to prorated refund of the unused portion of any prepaid fees. Customer continued use of the Service after the effective date of any change to the Terms will be deemed to be Customers agreement to the modified Terms.
- SAAS SERVICES AND SUPPORT
- Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate or offensive. The administrator will have the right to configure the Services based on Customer requirements and manage end users in Customer organization account. If Customer organization account is created and configured on Customer behalf by a third party, it is likely that such third party has assumed administrator role for Customer organization. It is Customer responsibility to enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of Customer organization account. Customer is responsible for i) ensuring confidentiality of organization account password, ii) appointing competent individuals for managing organization accounts, and iii) ensuring that all activities that occur in connection with Customer organization account comply with this Agreement. Customer understands that Company is not responsible for account administration and internal management of the Services for Customer.
- Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit A.Customer may terminate this Agreement upon completion of one (1) Billing Cycle of the subscribed Service. Adjustments to the Fee Schedule, such as an increase of the number of users, is reflected in the following Billing Cycle, by which end a termination would become effective.
- PERSONAL INFORMATION AND PRIVACY
If Company receives a complaint from any person against Customer with respect to activities as part of use of the Services, Company will forward the complaint to the primary email address of Customer user account. Customer must respond to the complainant directly within 10 days of receiving the complaint forwarded by Company and copy Company in the communication. If Customer does not respond to the complainant within 10 days from the date of Company email to Customer, Company may disclose your name and contact information to the complainant for enabling the complainant to take legal action against Customer. Customer understands that failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by Company to the complainant.
- RESTRICTIONS AND RESPONSIBILITIES
- Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
- Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”), any additional Agreement as amended from time to time, and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses including without limitation costs and attorneys’ fees provided always that Customer will not be liable for loss of profit, revenues, indirect or consequential losses or damages, or otherwise any loss or damage which is not reasonably foreseeable in connection with any claim or action that arises from Customer’s use of Services in violation of the foregoing. Although Company has no obligation to monitor Customer’s use of the Services; Company may do so and may prohibit any use of the Services it reasonably believes may be (or alleged to be) in violation of the foregoing.
- Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
- SPAMMING AND ILLEGAL ACTIVITIES
Customer agrees to be solely responsible for the contents of Customer transmissions through the Services. Customer agrees not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. Customer agrees not to use the Services for the transmission of junk mail and chain letters “phishing” or unsolicited mass distribution of email. Company reserves the right to terminate Customer’s access to the Services if there are reasonable grounds to believe that Customer have used the Services for any illegal or unauthorized activity.
- CUSTOMER GENERATED CONTENT
- Customer may transmit or publish content created by using any of the Services or otherwise. However, Customer shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. Customer is responsible for ensuring that they do not accidentally make any private content publicly available. Any content that may be received from other users of the Services, is provided to Customer AS IS for information and personal use only and Customer agrees not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if Customer comes across any content with copyright notice(s) or any copy protection feature(s), Customer agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services Customer affirms that Customer has the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, Customer expressly agree that Company will have the right to block access to or remove such content made available by Customer if Company receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, Customer expressly consents to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Company for this purpose.
- Arrow Labs, Arrow Labs logo, MIMS LOGO the names of individual Services and their logos are trademarks of Arrow Labs Corporation. You agree not to display or use, in any manner, the Company trademarks, without Company’s prior permission.
- CONFIDENTIALITY; PROPRIETARY RIGHTS
- Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non- public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any Proprietary Information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
- Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.
- Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom) for the sole purpose of operating, improving and enhancing the Services (including diagnostic or corrective applications), or to develop new ones. No rights or licenses are granted except as expressly set forth herein.
- PAYMENT OF FEES
- Customer will pay Company the then applicable Fee described in the Fee Schedule for the Services and in accordance with the terms of the subscription period. The Fee is paid upfront and is not refunded. Subscriptions are renewed automatically, if Customers does not wish to renew, Customer shall inform Company of cancellation notice 30 days prior to subscription renewal. Company reserves the right to change the Fee upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer does not agree to the changes in Fee, Company shall have the right to terminate the relevant Services.
- TERM AND TERMINATION
- Subject to termination as provided below, this Agreement is for the subscription period which was agreed to at time of signup.
- Company may terminate this Agreement upon thirty (30) days’ notice (or with five (5) working days’ notice by Company in the case of nonpayment by Customer), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company shall delete all stored Customer Data, to the extent possible under applicable law or Company policy. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- Customer may terminate this Agreement upon completion of one (1) Billing Cycle of the subscribed Service. Adjustments to the Fee Schedule, such as an increase of the number of users, is reflected in the following Billing Cycle, by which end a termination would become effective.
- If applicable law or Company policies are revised to require Company to retain Customer Data after termination of the Services, then Company shall as soon as practicable prior to implementation of such policies or law notify Customer in writing in advance of such revision, explaining the type and extent of Customer Data that would be retained, and the purpose of the same. If the retention is required due to a change in Company policy, then Customer shall have the choice to accept the same or require termination of the Services with immediate effect. If the retention is required by the applicable laws, then Customer shall not have the right to terminate the Services.
- WARRANTY AND DISCLAIMER
- Company shall use reasonable efforts to provide uninterrupted service availability level and shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, and Company shall provide advance notice in writing or by e-mail of any scheduled service disruption at least 2 days in advance in the case of scheduled maintenance, and otherwise in respect of any unscheduled emergency maintenance as soon as practicable in advance. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE OR FREEDOM FROM THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENTS RIGHTS.
- Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service as finally determined by a court of competent jurisdiction of any intellectual property right, including patent, copyrights, design rights, or misappropriation of any trade secrets, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. However, the Company will not be responsible for any settlement it does not approve in writing. Company will be solely responsible to assume sole control over defense and/or settlement or otherwise rejects any proposed settlement. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified by the Customer after delivery by Company, (iii) combined by the Customer with other products, processes or materials where the alleged infringement relates to such combination, or (iv) for the period beginning from the date of receipt of written notification from the Company, where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where infringement is due to Customer’s use of the Service not being in accordance with the applicable laws, intended use of Services, or breach of this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non- infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
- LIMITATION OF LIABILITY
- NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT DURING THE TERM IN WHICH THE ACT THAT GAVE RISE TO THE LIABILITY OCCURS, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding the foregoing, nothing shall limit the liability of the Company: (a) under Clause 16, and (b) for fraud or gross negligence.
- If any provision is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.