GENERAL TERMS

 

  1. SERVICES

General: The Supplier must use best efforts to provide the Services in accordance with the Agreement and in compliance with any applicable federal or Puerto Rico law; exercising reasonable care, skill and diligence; and using suitably skilled, experienced and qualified personnel.

Non-exclusive: The Supplier’s provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents the Supplier from providing the Services to any other person.

Availability: The Supplier will use reasonable efforts to ensure the SaaS Service is available during normal business hours/on a 24/7 basis in Puerto Rico. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. The Supplier will use reasonable efforts to publish on the Website advance details of any unavailability.

Availability of Third party services: Through the use of web services and APIs, the SaaS Service interoperates with a range of third party service features. The Supplier does not make any warranty or representation on the availability of those features. If a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Supplier may cease to make available that feature to the Client. If the Supplier exercises its right to cease the availability of a third party feature, the Client is not entitled to any refund, discount or other compensation.

Additional Related Services: The Supplier may, from time to time, make available additional services to supplement the SaaS Service. At the request of the Client and subject to the Client paying the applicable Fees, the Supplier may agree to provide to the Client an additional Related Service on the terms of the Agreement.

Independent contractor: The Supplier is an independent contractor of the Client, and no other relationship exists under the Agreement.

  1. CLIENT OBLIGATIONS

General use: The Client and its personnel must use the Services in accordance with the Agreement solely for the Client’s own internal business purposes and agree not resell or make available the Services to any third party, or otherwise commercially exploit the Services.

Indemnity: The Client and the Supplier agree to indemnify and hold harmless each other, their affiliates and their respective present and future officers, directors and employees against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by their respective solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the data is objectionable, incorrect or misleading.

Access conditions: When accessing the SaaS Service, the Client and its personnel must not use, or misuse, the SaaS Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service. All users must comply with any terms of use on the Website, as updated from time to time by the Supplier.

Data Restrictions: When accessing the SaaS Service, the Client and its personnel must not attempt to view, access or copy any material or data other than that to which the Client is authorised to access neither use the SaaS Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

Unauthorized Access: Unauthorized access to the Site is a breach of this SaaS Agreement and a violation of the law. You agree not to access the Site by any means other than through the interface that is provided by Service Provider for use in accessing the Site. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site.

  1. FEES

Fees: Payment is due, in full, on 30 day Net. The Client must pay the Fees on the dates set out in the Payment Terms to continue utilizing the services.

  1. INTELLECTUAL PROPERTY

Ownership: The Services, the Website, and all Underlying Systems is and remains the property of the Supplier (and its licensors). The Client must not dispute that ownership.

Feedback: If the Client provides the Supplier with ideas, comments or suggestions relating to the Services or Underlying Systems, all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Supplier; and the Supplier may use or disclose the feedback for any purpose.

  1. CONFIDENTIALITY

Security: Each party must, unless it has the prior written consent of the other party should keep confidential at all times the Confidential Information of the other party, effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use and disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of.

Permitted disclosure: The obligation of confidentiality does not apply to any disclosure or use of Confidential Information for the purpose of performing the Agreement or exercising a party’s rights under the Agreement, as required by law or for information which is publicly available through no fault of the recipient of the Confidential Information or its personnel or was rightfully received by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality.

  1. WARRANTIES

The suitability of the product or service for the Client is the sole responsibility of Client. Supplier provides no warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. In no event shall Supplier be liable for any damages whatsoever (including, without limitation, damages for loss of business information or other pecuniary loss) arising out of the use of, or inability to use the product or service.

  1. GOVERNING LAW

This agreement is governed by the laws of the Commonwealth of Puerto Rico.

  1. CONTROVERSY SETTLEMENTS

Any controversy or claim arising out of, or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration shall take place in San Juan, Puerto Rico, and judgment upon the award rendered by the Arbitrator (s) may be entered in any court having jurisdiction thereof.