SAAS subscription agreement

This SAAS SUBSCRIPTION AGREEMENT (“Agreement”) is entered into by and between Dataexceed LLC and Customer (collectively, the “Parties”), and establishes the terms under which Customer may use certain Roboquery SaaS services and/or receive certain consulting services under Orders governed by this Agreement.

Note that this Agreement cannot be changed without a mutually signed amendment. Dataexceed LLC shall not in any way change the terms posted at the URL above. Any Orders or SOWs placed under this version of the Agreement may only be modified by a mutually signed amendment.

1. Provision of the SaaS Service.

  1.  Access. During the Subscription Term, and subject to the Order and Agreement terms, Dataexceed LLC will provide the SaaS Service on a non-exclusive, non-transferable, non-sublicensable basis, in exchange for the Subscription Fees.  Customer’s use is solely for its internal business operations, and subject to any usage metrics in the Order. The SaaS Service will materially conform to the features and functionality stated in the Documentation. Dataexceed LLC will provide hosting availability, support services, security measures, and other services as described in the Operational Practices.
  2. Authorized Users. Customer is responsible for all activity by Authorized Users in connection with the SaaS Service, including compliance with the Agreement and Order.
  3. Limitations.  Customer will not (a) rent, lease, sublease, sublicense, transfer, assignor otherwise allow third party access (other than Authorized Users) to the SaaS Service; (b) copy, modify or create derivative works based on the SaaS Service or Documentation  (for the sake of clarity, inputting Customer Data is not considered a creation of a derivative work); (c) access or use the SaaS Service except as expressly permitted under this Agreement, (d) build any competitive product or service; or (e) use the SaaS Service in an unlawful manner.  If Customer does not comply with the foregoing restrictions or Order terms, Dataexceed LLC may suspend Customer’s access until compliance occurs.
  4. Dataexceed LLC reserves the right to take steps reasonably necessary to protect the security, integrity or availability of the SaaS Service, notwithstanding anything to the contrary in the Agreement. Dataexceed LLC is for purposes of this section entitled to monitor Customer’s use of the SaaS Service. 

2. Data Protection.

  1. Dataexceed LLC employs reasonable security technologies in providing the SaaS Service. Dataexceed LLC will use technical and organizational measures to protect personal data processed in the SaaS Service pursuant to applicable data protection law.

3. Intellectual Property & Ownership.

  1. Customer Data. As between Dataexceed LLC and Customer, Customer owns all rights in Customer Data. Dataexceed LLC may host, copy, process, transmit and display Customer Data as reasonably necessary to provide the SaaS Service to Customer or as otherwise provided in this Agreement. 
  2. SaaS Service. The SaaS Service (and any modifications or derivatives thereto) and all Deliverables, are and shall remain the sole property of Dataexceed LLC, including all IPR therein and thereto.   Accordingly, if Customer elects in its sole discretion to give Dataexceed LLC any feedback specifically relating to the SaaS Service (“Feedback”), Customer grants to Dataexceed LLC a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to incorporate and use, commercialize and distribute such Feedback within the SaaS Service.

4. Billing & Payment.

  1. Fees. Customer will pay the applicable fees as mentioned in the pricing page. Customer will pay such Annual Fees upfront or within fifteen (15) days after the date of the invoice.  All Fees are non-cancelable and fees paid are non-refundable unless otherwise provided in this Agreement. Late payments will bear interest at the lesser of one and one-half percent (1½%) per month or the maximum rate allowed by law. Customer will reimburse Dataexceed LLC for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any overdue amounts. 
  2. Dispute. If Customer disputes the invoice accuracy in good faith, Customer shall (a) provide Dataexceed LLC with notice and reasonable detail of the dispute before the invoice due date, and (b) pay the undisputed portion by the invoice due date.
  3. Taxes. All Fees are exclusive of all applicable taxes related items, and Customer is responsible for payment of all such items, excluding taxes based solely on Dataexceed LLC’s income.

5. Term & Termination.

  1. Term of the Agreement. This Agreement will (a) apply to all Orders that reference this Agreement, and (b) will continue for so long as there is a valid Order between the parties.
  2. Term of Order. Each Order for SaaS Service will specify the Subscription Term of the SaaS Service.
  3. Termination for material breach. A party may terminate an Order (a) upon the other party’s material breach of the Order that remains uncured for thirty (30) days after receiving a reasonably detailed written notice describing the breach.
  4. Data at Expiration or Termination. At termination or expiration of this Agreement or Order, Dataexceed LLC may immediately deactivate Customer’s account(s) and SaaS Service access under the applicable Order. Solely during the thirty (30) day period after termination or expiration, Dataexceed LLC shall however grant a reasonable number of Authorized Users access to the SaaS Service for the sole purpose of retrieving any Customer Data that it wishes to retain and deleting any remaining Customer Data.
  5. Effect of Termination & Survival. Upon early termination of this Agreement by Customer under Section 5.3, Customer is entitled to a prorated refund of prepaid fees relating to the SaaS Service applicable to the remaining period in the applicable Subscription Term

6. Limitation of Liability.

  1. Liability Cap. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID AND/OR DUE FROM CUSTOMER RELATING UNDER THE RESPECTIVE ORDER RELATING TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
  2. Liability Exclusions. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, IMPLIED, INCIDENTAL, CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, OR USE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Support Services SLA

Refer Technical Support Services

8. Definitions

  1. “Authorized User” means a person to whom access has been granted by Customer 
  2. “Consulting Services” means any consulting service(s) and deliverables provided by Dataexceed LLC using commercially reasonable efforts, as stated in an SOW.
  3. “Customer Data” means any electronic data, information or material provided or submitted by Customer or Authorized Users to or through the SaaS Service for processing, and the outputs and modifications to that data obtained from such processing.
  4. “Documentation” means the then-current standardized description in relation to the SaaS Service generally made available by Dataexceed LLC.
  5. “Intellectual Property Rights” (or “IPR”) means patents, patent applications, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights and similar forms of protection.
  6. “Order” means a transaction document signed between Dataexceed LLC and Customer identifying the SaaS Service(s) ordered by Customer, the Subscription Fees, and commercial details applicable to the order.
  7. “SaaS Service” means the web-based ‘Software-as-a-Service’ technology platform and products as ordered by Customer under an Order.
  8. “SOW” means an Order for Consulting Services.
  9. “Subscription Term” means the subscription period(s) specified in the applicable Order.
  10. “Dataexceed LLC” is the parent company that offers the product Roboquery specified in the Order or Statement of Work.