SOFTWARE as a SERVICE (SaaS) AGREEMENT
The purpose of this Agreement (hereafter referred to as the "Agreement") is to set forth to define an arrangement under which Eonepay will provide Software as a Service ("SaaS") for the benefit of the Customer. The standard SaaS Agreement
with Eonepay is provided below. By purchasing and/or using our SaaS you are explicitly agreeing to all of the following terms and conditions:
"Software" shall mean the Software or Program(s) provided by Eonepay to Customer under this Agreement. "Hosting Services" shall mean the services provided by Eonepay to Customer under this Agreement. "Support Services" shall mean customer
service and technical support provided to SaaS users as detailed under the Specifications. "SaaS" shall mean the combination of internet-based (cloud) Software, Hosting Services, and Support Services provided by Eonepay to Customer. "Source
Code" shall mean the readable forms together with make and build files. "Delivery" shall mean the SaaS transmitted by Eonepay to Customer electronically and in accordance with security measures agreed upon by both parties as described in
the this Agreement. "Eonepay Materials" shall mean any software, code, audio files, video files, data, graphics or other materials or resources transmitted to Customer in order to provide any of the services under this Agreement. Subject to
the following terms and conditions of this Agreement, Eonepay will provide SaaS for Customer:
1. SAAS SPECIFICATIONS
Eonepay agrees to provide Customer with SaaS according to the following Specifications (the "Specifications"): Eonepay provides SaaS in the form of cloud-based Software, Hosting Services, and Support Services.
The VMSG Dashboard Performance Management System enables clients to manage the performance of their organization through the development, implementation and management of their strategic and operational plans.
Fees for Hosting Services and Support Services are included in the SaaS licensing fees.
Support Services are included with the SaaS license for licensed system administrator users. Services include:
SaaS (Software as a Service)
- All software updates
- Daily backups
- Worldwide access via the Internet
- Establish Organization
- Establish Groups and hierarchy
- Establish Categories & Sub-Categories
- Local or Webinar-based User Training
- Technical Support
- NOTE: Does not include Operational Plan development
Eonepay agrees to provide assistance in using SaaS based on the customer's needs via e-mail, phone, and Eonepay’s web sites.
1.1 SERVICES PROVISIONS
Rights and License Granted.
Except for Customer use of the licensed SaaS, Customer is not granted any rights or license to the Software or Services under this agreement. Customer acknowledges that through its payments to Eonepay it is granted access to the SaaS.
Customer further acknowledges that at no time shall it be entitled to download, distribute, install or otherwise redistribute the Software in any form not explicitly covered by this Agreement. The Customer understands that access to the
SaaS ends when one of the following events takes place: 1) Customer payments are unpaid after sixty days (60 days) of the invoice date, or 2) Customer cancels its subscription with an advanced 30-day written notice and Customer's account is
paid in full. Eonepay reserves the right to remove any content Eonepay views as harmful or content that could subject Eonepay or a customer to a penalty.
Limitations to Rights and License.
At no time will Customer hold title to or ownership of any of the SaaS, Eonepay Data, Source Code or any Materials provided to Customer during the term of this Agreement. Customer access to Customer data records will be withheld at the end
of Term until Customer's balance is fully paid. Upon completion of the term of the Agreement and payment in full, Eonepay will provide the Customer with the Customer’s data in electronic format. Notwithstanding any other provision of
these Terms, If Customer is a Consumer (as defined in Schedule 2 of the Competition and Consumer Act 2010 and the corresponding provisions of the INDIA Consumer Law The Consumer Protection Act (“INDIAN Consumer Law”
- Sections 17 (Disclaimer of Warranties) and 18 (Limitation of Liabilities) do not apply to any liability of Eonepay to comply with an applicable consumer guarantee under the INDIAN Consumer Law.
Subject to subpart (3c) below, the liability of Eonepay for any liability, loss, cost or damage, however caused (including by the negligence of Eonepay), suffered or incurred by Customer because of a failure to comply with a
consumer guarantee is limited to Eonepay (at its election):
- resupplying the services; or
- paying the cost of having the services supplied again; and
- SubPart (2b) does not apply if it is not fair or reasonable for Eonepay to rely on it for the purposes of section ---- of the INDIAN Consumer Law.
With respect to the Sensitive Data, Eonepay shall, at all times, and in the course of performing their respective obligations under this Agreement, comply with their respective data protection obligations as prescribed under the
Information Technology Act, 2000, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and other Relevant Laws (“Data Protection Legislation”).
1.2 LENGTH OF SERVICE
Customer agrees to an initial term of service ("Term"). The length of contract term required is based on the type of service desired by Customer and shall be determined solely by Eonepay as defined in the payment option selected by
1.3 SERVICE START DATE
The first subscription payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Eonepay receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
1.4 RENEWAL BY CUSTOMER
In the case of subscription licenses this Agreement will automatically renew unless canceled in writing by Customer at least thirty (30) days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of Services
by Customer indicates agreement to any contract revisions and price changes. Renewal fees for the following Term will be automatically invoiced to Customer's account.
1.5 SAAS CUSTOMIZATION
Customer acknowledges that the SaaS is provided "as is" and "as delivered" and cannot be construed as being able to be customized or modified in any way. Customer assumes all responsibility to review all features included in the SaaS prior
to signing this agreement. Customization of the VMSG Dashboard system for the Customer can be completed for an additional fee. This fee will be negotiated on a case-by-case basis.
1.6 SAAS SUPPORT
All support for the SaaS shall be conducted as defined in the Specifications.
2. END-USER PRICING AND SERVICES FEES
End-User Pricing and Services Fees are subject to change at the sole discretion of Eonepay.
3. TERMS OF PAYMENT
Terms of payment are prepaid and based on a subscription model. For more information please look at our Billing Policy.
4. PROPRIETARY INFORMATION
Proprietary information exchanged hereunder shall be treated as such by Customer. This information shall include, but is not limited to, the provisions of this Agreement, product and services information, materials, software, code, pricing,
or any other materials transmitted to Customer under this Agreement. Customer agrees not to (a) decompose, disassemble, decode, or otherwise reverse engineer any Eonepay program, code, or technology installed or delivered to Customer or any
portion thereof; (b) transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; (c) use any Eonepay Materials or SaaS in any way not intended or expressly provided
for by this Agreement.
5. CUSTOMER INFORMATION
Eonepay takes ordinary and customary security measures in protecting customer information passing through software, web sites, e-mail, and the portions of non-public network within Eonepay's control. Eonepay accepts no responsibility beyond
ordinary and customary responsibilities.
Eonepay makes no warranties or representations of any kind, whether expressed or implied, for the SaaS Eonepay is providing. Eonepay and any suppliers of content materials also disclaim any warranty of merchantability or fitness for any
particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or due to errors or omissions of Customer.
Use of any information obtained by way of Eonepay is at Customer's own risk, and Eonepay specifically denies any responsibility for the accuracy or quality of information obtained through its Services. Connection speed represents the
speed of an end-to-end connection. Eonepay does not represent guarantees of speed or availability of end-to-end connections. Eonepay expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata
monthly charge during the system unavailability. Eonepay specifically denies any responsibilities for any damages, direct or indirect, arising as a consequence of such unavailability.
6.1 SERVICE LEVEL AGREEMENT
Eonepay shall use commercially reasonable efforts to make the service available for use 24 hours a day, 7 days per week with the exception of maintenance downtime. All regular maintenance, updates and upgrades will be performed during
non-business hours.Non-core business hours are defined as 12:00 am to 4:00 am (Indian Standard Time) (“Scheduled Downtime”). Eoneoay maintains a standing scheduled maintenance window of 12:00am-2:00am (Indian Standard Time) every weekday
morning. Eonepay may schedule additional Scheduled Downtimes outside of the standing scheduled maintenance window by providing notification to Customer at least three business days in advance; this notification will be provided via the
agreed upon Communication Protocol to designated support representatives. Additionally, any downtime caused by factors outside of Eonepay’s reasonable control do not factor in to the Monthly Uptime Percentage calculation, including any
force majeure event, Internet services availability outside of Company’s platform, any downtime resulting from outages of third party connections or utilities, and actions or inactions of the Customer (“Excluded Downtime”).Eonepay expressly
limits its obligation for any non-accessibility time or other down time during normal business hours during system unavailability. The service level agreement does not apply in the following cases:
- Client system and infrastructure issues
- Systemic Internet issues
- Data issues resulting from client errors
6.2 NO DUTY TO CUSTOMER'S USERS NOT DIRECTLY CONTRACTED WITH EONEPAY
Eonepay shall have no obligation to support, train or troubleshoot issues for any third-party user due to problems arising out of the use of the SaaS provided to Customer by Eonepay. Third parties shall include, but are not limited to:
vendors, contractors, Customer's customers, Customer's clients or any third party not directly contracted with Eonepay for SaaS and SaaS Support.
7. COPYRIGHTS AND TRADEMARKS
Customer warrants that Customer has the right to use any applicable trademarks or materials that Customer installs, integrates or uses in connection with this SaaS.
8. TRANSFER OF AGREEMENT
Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Eonepay. In the event that Customer contemplates whole or partial sale of Customer's business, ownership change, or change in
jurisdiction, Customer shall notify Eonepay by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event.
Eonepay may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) Customer's failure to comply with any provisions of the Agreement upon receipt of written notice from Eonepay of said
failure, 2) appointment of receiver or the filing of any application by Customer seeking relief from creditors, or 3) upon mutual agreement in writing by Eonepay and Customer. For more detailed information please access our Terms and
Customer shall indemnify and hold Eonepay harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted,
granted, or imposed against Eonepay directly or indirectly arising from or in connection with Customer's marketing or Support Services of the product or Services or the unauthorized representation of the product and Services or any breach
of this Agreement by Customer.
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws
of India. A failure by any party to exercise or any delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power. The parties represent and warrant that, on start of
service Term, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their use of the SaaS provided by Eonepay.