QPR Software as a Service Agreement
SOFTWARE AS A SERVICE AGREEMENT Version 1.0
This is a legal agreement between QPR Software Plc. (hereinafter "QPR") and a customer organization (hereinafter the "Customer" and, together with QPR, the "Parties") for software hosting services (Services) that you purchase.
YOU AGREE TO BE BOUND BY THE TERMS OF THIS SAAS AGREEMENT WHEN YOU PURCHASE AND USE SOFTWARE HOSTING SERVICES FROM QPR SOFTWARE PLC.
By way of this Software as a Service Agreement, the Customer agrees to allow QPR to host software, which the Customer has licensed and paid for, at QPRs or its hosting vendor's data center(s). Services shall be provided in accordance with the terms of the agreement in force at the time delivery. By securing Services, you accept and agree to the agreement.
Contents of the Services
1. The Services shall contain the hardware- and software platform required for the Service for the Customer including the Server hardware, network connectivity from the server hardware to the internet, and backups of the data in the environment.
2. Operational Support: Support for the environment is available from QPR Customer Care during normal opening hours. QPR reserves the right to alter the opening hours of QPR Customer Care. QPR may at its own discretion subcontract any part or all of the Support services to its authorized resellers, subcontractors, or representatives.
Service and Network Availability
1. Guarantee of Availability: QPR will make commercially reasonable efforts to ensure that the Services are available to use during any given time, except during maintenance windows. Operation of the Service may require short breaks in the service at other times.
2. Maintenance Windows: QPR will perform maintenance in hosting servers and environments in pre-scheduled maintenance windows. The standard maintenance windows will be communicated separately. In case of emergency maintenance requirements, QPR will make effort to inform Customers of such maintenance needs at least 24 hours in advance.
3. Third Party Network Availability: QPR cannot guarantee network availability between the Customer and the hosted environment, as network availability can involve numerous third parties and is beyond the control of QPR. QPR will not be liable for any down-time caused by its data center provider nor for any down-time that you experience as a result of your own network connectivity issues.
4. Unavailability of Services: QPR is obligated to start resolving any service outage or other problem with the Services within two (2) hours after receiving notification from the Customer during opening hours of QPR Customer Care. QPR will make efforts to determine whether the outage or other problem is within QPR's reasonable control. If QPR determines the issue is attributable to QPR, the Customer will be credited 1 day of Service fee for every 4 hours of down-time the Customer experienced, up to a maximum of half of that month’s Service fees. QPR will have no other liability to the Customer for failure to provide the guaranteed network availability.
Information Security, Storage and Backup
1. Information Security: QPR will make commercially reasonable efforts to provide and maintain a secure environment for Customer Data. In the unlikely event of a security breach of Customer Data, the exclusive remedy will be limited to a refund of 1-month of Service fees. You understand and agree to assume the risk of any such security breach and agree to hold QPR harmless therefrom.
2. Data Storage: Customer data is stored in a database file on hosted servers and it is backed up on a nightly basis. QPR shall maintain your data/information for a period of ten (10) business days after the Service is cancelled.
3. Data Backup: Customer Data is backed up on a nightly basis. In the unlikely event of a data loss in which all sets of backup data are also unrecoverable, QPRs sole liability will be to provide you with a refund of one (1) month of Service fees. No Customer Data is retroactively removed from the backups.
4. Rights to Customer Data: QPR asserts no ownership or other rights to Customer Data. The Customer is solely responsible for having all required rights to use the Customer Data in the manner required by the Service or applicable laws, including but not limited to transferring the data to an information system maintained by a third party. Customer agrees to not transfer any illegal or infringing material to the Service.
5. Storing Customer Data: QPR may store the Customer Data at any geographical location using any third party storage providers it deems suitable. Should there be limitations as to where customer data can be stored geographically, Customer is obliged to inform QPR before transferring any of such data to the service.
6. Access to Customer Data: QPR personnel shall not access the Customer Data, except as needed for resolving any technical problems of the Service, performing maintenance tasks to the Service, or performing agreed services.
7. Return of Data: Should Customer wish to obtain a raw copy of Customer Data from QPR, it may be possible by paying a fee agreed separately on a case by case basis, and communicating your request to QPR prior to or in conjunction with termination of Services. Note that return of data cannot be guaranteed in all cases due to technical reasons.
Service Fees
1. Service Fees: You agree to pay for such Services on a timely basis and in accordance with payment terms and contract duration. Your failure to make timely payment for Service fees may result in QPR suspending your account and subsequently deleting Customer Data from the Service after 30 days when the Service fee due date has passed.
DISCLAIMER OF WARRANTIES: QPR disclaims all warranties concerning the Services and any support, express, implied, or statutory, including without limitation, any warranties, duties or conditions of merchantability or fitness for a particular purpose, warranties of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence. QPR does not warrant that the Service will be uninterrupted, secure, or backed up. Additionally, QPR and its suppliers provide the Services AS IS AND WITH ALL FAULTS. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR CORRESPONDENCE TO DESCRIPTION WITH REGARD TO THE SERVICES.
NO LIABILITY: QPR SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGE WHATSOEVER OR HOWSOEVER, DIRECTLY OR INDIRECTLY, CAUSED BY OR ARISING IN CONNECTION WITH THE SOFTWARE, ANY NEW RELEASE OF THE SOFTWARE, OR THEIR USE OTHERWISE, OR THE PROVISION OF SOFTWARE SUPPORT SERVICES, EXCEPT TO THE EXTENT TO WHICH IT IS UNLAWFUL TO EXCLUDE SUCH LIABILITY UNDER THE APPLICABLE LAW.
NOTWITHSTANDING THE GENERALITY OF THE AFORESAID, QPR SHALL NOT IN ANY EVENT BE LIABLE WHETHER IN CONTRACT, TORT, BY REASON OF NEGLIGENCE OR OTHERWISE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE IN RESPECT OF THE SOFTWARE, ITS USE OR ANY ITEM OR SERVICE PROVIDED OR IN RESPECT OF ANY EQUIPMENT OR PROPERTY USED IN CONNECTION WITH THE SOFTWARE, OR FOR LOSS OF PROFIT, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, AND SHALL NOT BE LIABLE FOR ANY OTHER DAMAGES EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS.
General Terms
1. Consent to Use of Data: The Customer agrees that QPR and its affiliates may collect and use technical information gathered as part of any support provided to you in relation to the Services. QPR may also collect information on how and by whom the Service is being used. Collected information may be used to improve QPR support and Services or to provide customized services or technologies to the Customer. QPR will not disclose information concerning the use of the Service outside of the Customer organization in a form that personally identifies the user.
2. Consent to Communications: Customer agrees that QPR may send electronic and other communications to users of the Service.
3. Additional Services: This agreement applies to Service updates, supplements, or Internet-based Services components that QPR may provide to you or make available to you after the date you purchase Services from QPR, unless QPR provides other terms along with the updates, supplements, or Internet-based Services components. QPR reserves the right to discontinue any Internet-based Services provided to you or made available to you.
4. Applicable Law: This agreement is governed by the laws of Finland. Any dispute or controversy arising out of or relating to this agreement shall be referred to and determined by arbitration in accordance with the Finnish Act on Arbitration. The arbitration shall be held in Helsinki, Finland, and the arbitration proceedings shall be conducted in the English language. The arbitral tribunal shall consist of one (1) sole arbitrator, who shall be appointed by the Board of Arbitration of the Central Chamber of Commerce of Finland.
5. Assignment: You may not assign this agreement or your rights, obligations or interest under this agreement, except with the prior written consent of QPR.
6. Waiver: The failure of either party to enforce any of the terms of this agreement shall not be construed as a waiver of future enforcement of that or any other term.
7. Termination: Without prejudice to any other rights, QPR may terminate this agreement if you fail to comply with the terms and conditions of this agreement. In such event, you must stop using the Services and will not be entitled to any refund of monies. QPR may take legal and/or equitable action against you for any breach of this agreement.