Supplemental Terms For SAAS Products

1.   Supplemental terms for SAAS products

Company will provide Customer a subscription license to Company’s SaaS Product(s) (as defined below) in accordance with the General Terms and Conditions of Sale (the “Agreement”) as supplemented by these Supplemental Terms for SaaS Products ("Supplemental SaaS Terms"). In the event of a conflict between these Supplemental SaaS Terms and the Agreement, these Supplemental SaaS Terms prevail. Capitalized terms not otherwise defined in these Supplemental SaaS Terms have the meanings ascribed to them in the Agreement.

2.  Definitions

2.1.    “Authorized User” means an individual under Customer’s control and authorized to use Software.
2.2.     “SaaS Product” means a software as a service product licensed by Company to Customer.
2.3.    “Subscription Term” means the period(s) specified in an Ordering Document during which Customer has a license to use the SaaS product.

3.  License

3.1.    License Grant. Company grants Customer a fixed-term, limited, non-exclusive, non-transferable, revocable, license (without the right to sublicense or redistribute) to use the specific SaaS Product(s) identified in the applicable Ordering Document solely for Customer’s internal business purposes and solely for the purpose of accessing and using SaaS Product(s) in accordance with the Agreement and these Supplemental SaaS Terms. The SaaS Product(s) may only be accessed by Authorized Users as set forth in the applicable Ordering Document.
3.2.    Restrictions. Company will provide the license set forth above, provided that Company: (a) shall not copy, distribute, lease, assign, sublicense, otherwise transfer, access, or disclose in whole or any part of SaaS Product(s); (b) shall not alter or modify any part of the SaaS Product(s) other than as may be reasonably necessary to use the SaaS Product(s) for its intended purpose; (c) shall not sell, license, rent, reproduce, transmit, publicly display, publicly perform, publish, adapt, reverse engineer, edit, or create derivative works from the SaaS Product(s); and (d) shall comply with the Agreement and these Supplemental SaaS Terms. 
3.3.    No Grant of IP Rights. Nothing contained herein is to be construed as granting any intellectual property right, which includes copyrights, regarding the SaaS Product(s) except as expressly provided for hereunder. Company reserves all rights not expressly granted herein.
3.4.    Customer Responsibilities. Customer is responsible and liable for all uses of SaaS Product(s) resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Supplemental SaaS Terms. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its Authorized Users, including its employees, consultants, contractors, and other representatives, and any act or omission by any Authorized User that would constitute a breach of these Supplemental SaaS Terms if taken by Customer will be deemed a breach of these Supplemental SaaS Terms by Customer. Customer shall make reasonable efforts to make all Authorized Users aware of the provisions in these Supplemental SaaS Terms as they apply to such Authorized Users’ use of SaaS Product(s) and shall cause such Authorized Users to comply with such provisions.

4.  CUSTOMER DATA

4.1.    General. All Customer records and data uploaded onto the SaaS Product(s) by or on behalf of Customer (the “Customer Data”) are the property of Customer. Customer represents and warrants that Customer owns all Customer Data and has full authority to have the Customer Data uploaded into and maintained in the SaaS Product(s).
4.2.    License to Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data to Company during the Subscription Term: (a) as necessary or useful to provide the SaaS Product(s); (b) to use the Customer Data in aggregated and anonymized form only (not including any Confidential Information of Customer or any information that identifies or could reasonably be used to identify Customer for internal research purposes, for benchmarking purposes to create (in aggregated form) statistical comparisons among users of the SaaS Product(s), and to improve its products, improve the quality of its analytics and improve (“train”) its artificial intelligence algorithms and machine learning models associated with the SaaS Product(s); and (c) as necessary or useful to enforce these Supplemental SaaS Terms and exercise its rights and perform its obligations hereunder.

5.  WARRANTY/DISCLAIMER. 

5.1.    Company will make commercially reasonable efforts to ensure that the SaaS Product(s) perform substantially in accordance with its documentation (“Performance Warranty”). If the parties determine that the SaaS Product(s) do not conform with the foregoing Performance Warranty, Company will, at its expense, make reasonable efforts to promptly correct any such non-conformance. Such correction efforts by Company constitute Customer’s sole and exclusive remedy for any breach of the Performance Warranty. Notwithstanding the foregoing, the Performance Warranty does not apply where Customer subscribes to a free version of the SaaS Product(s) or an evaluation, and Company may suspend, limit or throttle such SaaS Product(s) at any time where necessary due to the needs of its business.
5.2.    EXCEPT AS SPECIFICALLY PROVIDED FOR IN SECTION 5.1, THE SAAS PRODUCT(S) ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OR THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE.
5.3.    Company provides storage of Customer Data solely for the purpose of assisting Customer with Customer’s development. Customer is solely responsible for separate storage and back-up of any Customer Data that is stored or otherwise contributed to the SaaS Product(s).  Any such content is stored at Customer’s own risk and Company is not liable for any damages arising from loss or corruption of data that results from the storage of any such data, regardless of how the loss occurs.