VMP365 SAAS Agreement

The following Software As A Service Terms ("SaaS Terms") forms the basis for the CETAS Customer Agreement ("Customer Agreement") governing the products from CETAS offered on a subscription or SaaS basis (hereafter referred to as "Product"), supplied to you by CETAS directly, or a reseller or distributor of  CETAS ("Partner") or a Sub-Contractor acting on behalf of the Partner. The overall Customer Agreement consists of;

  • These SaaS Terms
  • The Microsoft Customer Agreement for Microsoft Cloud Services (if applicable, i.e. if you are enrolled under Microsoft CSP – Cloud Services Provider program).
  • Other terms and conditions agreed to between Partner and you (if applicable).

Important - Read through these CETAS SaaS Terms before continuing registration. By clicking the "I accept" button or otherwise accepting these terms, you agree to follow and be bound by these terms. By installing, having installed, or using the Product and service (if applicable), you accept these terms. If you do not accept them, do not install the Product. If you comply with these terms, you have the rights below. If an individual enters into this agreement on behalf of a company or other legal entity, that individual represents that he or she has the authority to bind that entity to this agreement.

  1. SCOPE OF THESE CETAS SAAS TERMS

CETAS has developed some software programs, with an objective to provide them on subscription basis to customers ("Product"). The Product includes proprietary rights in certain valuable trade names, trademarks and computer programs. The methods, ideas, know-how and procedure of CETAS are a substantial, secret, defined and important part of CETAS and its operation. In accordance with certain agreements with Microsoft, CETAS has obtained the right to sell these Products through the Microsoft Cloud Solution Provider Program ("CSP") on a subscription-basis according to the Software as a Service licensing and delivery model ("SaaS"). Other Products may also be sold as SaaS but not through the Microsoft CSP. These terms apply to all Products developed by CETAS and sold as SaaS.

  1. DEFINITIONS

Terms defined in this Article 2, and parenthetically elsewhere, shall throughout this Agreement have the meanings here and there provided. Defined terms may be used in the singular or plural. The words below are agreed to mean as follows:

  • "Agreement" shall mean these SaaS terms, including any and all Addendums made thereto (existing at the signing date or later created), which form an integral part of the Customer Agreement.
  • "Bill-of-Sale" shall mean the invoice or final order confirmation confirming finalization of your Order Form and defining the Term of the Subscription.
  • "Customer" shall mean You, a customer of Partner and/or CETAS who has entered into this Agreement to use the Product for your its own use.
  • "Customer Data" means data, including all text, sound, video, or image files, and software, that are provided to CETAS and/or Microsoft by You or on your behalf while using the Product.
  • "CETAS" means CETAS Information Technology Pvt Ltd., an India head-quartered company, and its branches  & subsidiaries .
  • "Order Form" shall mean a form provided by Partner and/or CETAS on which you place and order of the Product to CETAS. Orders are not binding until accepted by CETAS.
  • "Partner" means an entity who has executed a Partner Agreement with CETAS and is authorized to sell the Software Product to you.
  • "Partner of Record" means a specific Microsoft partner supplying Microsoft software products, as designated .
  • " Product" shall mean one or more of CETAS' software solutions provided under this agreement as a service (SaaS). The specific Product may be specified in a separate agreement between you and Partner and/or CETAS.
  • "Subscription" means the right to use the Product as a service on a term basis, for one or more Units.
  • "Term" means the duration of a Subscription (e.g. 30 days or 12 months).
  • "Units" means a metric for a particular subscription license (e.g. licensed user seats, devices).
  • "You" shall mean the legal entity who has entered into this agreement.
  1. USAGE RIGHTS AND LIMITATIONS
  • Upon CETAS’ acceptance of your Order Form and for the duration of the term defined on your Bill-of-Sale , you have the nonexclusive, non-assignable, royalty free, worldwide limited right to use the services solely for your internal business operations and subject to the terms of this Agreement and the Order Form. You may allow your users to use the services for this purpose and you are responsible for your users' compliance.
  • The Product is sold to you as a Service on a fixed-term basis. These terms only give you some rights to use the Software Product for its intended purposes. CETAS and its Partners reserve all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in the Agreement. In doing so you must comply with any technical limitations in the software that only allow you to use it in certain ways. The Agreement does not grant you any rights to copy, modify, decompile or distribute the Software Product.
  • Ownership and restrictions. You retain all ownership and intellectual property rights in and to your data. CETAS has all ownership and intellectual property rights to the Product and the services.
  • If the Product is an add-on for Microsoft Dynamics 365, then you must purchase Microsoft Dynamics 365 from Partner and/or CETAS.
  • If the Product is an add-on to a perpetually-licensed CETAS Software Product, the perpetual license must be on an active Enhancement Plan.
  1. INTELLECTUAL PROPERTY RIGHTS - INFRINGEMENT
  • Intellectual Property Rights. All present intellectual property rights including copyright and industrial rights in the Product and/or accompanying material are the sole property of CETAS and/or its Partners. This Agreement does not in any way purport to transfer any such rights to you in any respect.
  • You shall notify CETAS and/or Partner as soon as practicable after you become aware of: (i) any actual, threatened or suspected infringement of any intellectual property (including know-how) in respect of the Product, any related material or of any breach of confidence relating to any of the foregoing; (ii) any claim brought against you alleging that its use of the Software Product, any related material any intellectual property or other rights belonging to or alleged to belong to the claimant.
  1. PRODUCT SUPPORT
  • For all Product support, please write to support@cetastech.com
  • If you purchased the Product through Partner, then Partner is your first point of contact and reference in respect of queries, complaints and technical support and will render as much assistance as practically possible.
  • Support Services. CETAS and/or Partner will provide support services including but not limited to: account set-up; sign up, accounts and billing; "how to" articles and FAQs; service and software updates; software configuration; performance issues within CETAS‘ span of control; client connectivity and client desktop; and service availability issues within CETAS‘ span of control.
  • Support hours and incident response time. CETAS' support specialists operate between the office hours of 10:00 to 18:00 IST, Monday-Friday, excluding public holidays in India. CETAS will use reasonable efforts to respond to support requests within 24 hours of their receipt.
  • Costs of Additional Support and Services. Customer may request and CETAS may offer additional support and/or services, through a separate Service Agreement and attached Statement of Work ("SOW"). CETAS will then estimate the work needed, its costs and fees and time plan and respond with an offer to Customer if CETAS deems, at its sole discretion.
  1. MAINTENANCE TIME AND SLA
  • Depending on the specific Product and service provided under this agreement, CETAS may provide the service and/or host Customer Data in the cloud computing platform of Microsoft Azure. It is expressly stated that CETAS is not responsible for downtime or other interruptions in the service relating to Microsoft Azure and/or otherwise out of CETAS' reasonable control.
  • Microsoft may make certain service level commitments, i.e. uptime guarantees and downtime credit policies in Microsoft's SLA for individual Azure services, which can be accessed under the URL: https://azure.microsoft.com/en-us/support/legal/sla/.
  1. DATA SECURITY
  • Use of Data. Your Data will be used only to provide you the Product and services including purposes compatible with providing those services. CETAS will not use your Data or derive information from it for any advertising or similar commercial purposes. You retain all right, title and interest in your Data. CETAS acquires no rights in your Data, other than the rights required by CETAS to provide the Product and services.
  • Disclosure of Your Data. CETAS will not disclose your Data outside of CETAS or its controlled subsidiaries and affiliates except (1) as Customer directs, (2) as described in these SaaS terms, or (3) as required by law.
  • Customer Responsibilities. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriate and ownership of all of your data. You agree to provide any notices and obtain any consents related to your use and CETAS' provision of the Product and services, including those related to the collection, use, processing, transfer and disclosure of personal information.
  • You agree to provide notification to the individual users of the Product that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities, and agree to obtain the users consent for the same.
  • Customer Data Retention and Extraction. At all times during the Term of your subscription, you will have the ability to access and extract your Data. Except for free trials, CETAS will retain Customer Data in a limited function account for 90 days after expiration or termination of your Subscription so that you may extract the data. After the 90-day retention period ends, CETAS and/or Microsoft will delete your Data.
  1. LIMITED WARRANTY AND LIABILITY - DISCLAIMER
  • CETAS confirms and warrants that it is the owner of and/or controls all intellectual property rights and any other rights to the Product necessary to perform and administer this Agreement.
  • Limited Warranty. The Product is provided "as is" with all faults and, to the fullest extent permitted by law, CETAS makes no other warranties or representations than described above and accepts no other conditions in relation to the Product. LS does not give any further representation, warranty or undertaking as to the effectiveness, performance, quality, merchantability, durability or fitness for any purpose of the Product or any related material or documentation or services, or that the Product, or any related material or documentation or services supplied by CETAS is free from any defect or error.
  • Limited Liability. To the maximum extent permitted by law, CETAS (and/or its Partners) is in no way liable to you by reason of any representation or the breach of any implied condition, warranty or other term or any duty under any law or statues, or under any express term of this Agreement, for any direct or indirect loss, damages, costs, expenses or other claim for compensation whatsoever (including without limitation, consequential, special or incidental damages, damages for lost profits or revenues, business interruption, or loss of business information), whether occasioned by the negligence of CETAS, its servants or agents or otherwise, which arises out of or in connection with this Agreement, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable.
  1. SUBSCRIPTION RENEWAL, TERM AND TERMINATION
  • As stated in section 3.1 of this Agreement, your Subscription shall commence on the date indicated in your Bill-of-Sale, once your Order Form has been accepted by CETAS. The Subscription duration is for a limited Term. The Term of the subscription renews automatically unless terminated. During that Term, CETAS or Partner may invoice you in regular increments by sending an invoice to a single individual or email address designated by you. CETAS may charge the subscription fee to a credit card designated by you. These SaaS Terms apply to you during the Term.
  • The Term of the agreement renews automatically unless, prior to the date of your next invoice, CETAS receives either directly from you or through Partner, your written notification that you do not wish to renew. Otherwise, you agree to pay renewal charges.
  • At this time, subscriptions that are cancelled will not incur an early termination charge. At a future date, however, early termination charges may be incurred for new subscriptions that are cancelled prior to their expiration, at Microsoft's and/or CETAS' discretion.
  • In addition to any other rights and remedies at law, CETAS shall be entitled to terminate this Agreement forthwith by giving written notice if:
    • you commit any breach of this Agreement and if the breach is capable of remedy, fail to remedy it within 30 days after being given a written notice containing full particulars of the breach and requiring it to be remedied; or
    • you become directly or indirectly involved, in the design, development, manufacture and/or distribution of any products which compete directly with the Product.
  • Obligations Surviving Termination. Notwithstanding any expiration or termination of this Agreement and any exercise of rights by you or Partner under a separate agreement hereunder, the following rights and obligations shall survive any such termination or exercise of rights necessary to permit their complete fulfilment or discharge:
    • CETAS right (or Partner's right if applicable) to receive or recover, and your obligation to pay any fees or other sums payable which are vested in, accrued or accruable at the time of termination or exercise of such rights.
    • Any rights or remedies of CETAS or Partner under this Agreement, with regards any cause of action or claim of either party, whether or not accrued at the time of termination, arising from the other party's breach of or failure to perform any obligation under this Agreement.
    • In addition to the rights and obligations which survive as expressly provided in this Agreement, the Articles and Schedules which by their nature should survive, shall survive and continue after any termination or expiration hereunder.
  1. MISCELLANEOUS
  • This Agreement is personal to you, you are not entitled to assign, mortgage, charge, or otherwise transfer or sub-license any rights under this Agreement, except with prior written approval.
  • If any provision hereof is determined by a tribunal of competent jurisdiction to be illegal or unenforceable, it shall automatically be deemed conformed to the minimum requirements of law and, along with all other provisions hereof, shall thereupon be given full force and effect.
  • Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate the remainder of such provision or the remaining provisions of this Agreement that shall continue in full force and effect.
  • Governing Law - Jurisdiction.
    • The laws and jurisdiction of the country where you acquired the Software Product and services shall apply.
    • Notwithstanding the foregoing, CETAS and/or Partner reserve the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this Agreement from any court of competent jurisdiction.