This is an agreement between AEROMEGH INC and Licensee of AeroMegh SaaS Service, who is being licensed to use the AeroMegh SaaS Service.
- “AeroMegh Inc” Its AeroMegh Inc, USA
- “AeroMegh User” means each customer employee designated by Customer to serve as AeroMegh user of the SaaS Services on customer’s behalf.
- “Customer Content” means all data and materials provided by customer to AEROMEGH INC for use in connection with the AeroMegh SaaS Services or any other AEROMEGH INC service, including, without limitation, customer applications, data files, personal information and graphics.
- “Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by AEROMEGH INC to customer regarding the use or operation of the AeroMegh SaaS Services.
- “Host” means the computer equipment on which the Software is installed, which is owned and operated by AEROMEGH INC or its subcontractors.
- “Maintenance Services” means the support and maintenance services provided by AEROMEGH INC to customer pursuant to this SaaS Agreement.
- “Software” means the object code version of any software to which customer is provided access as part of the service, including any updates or new versions.
- “SaaS and IaaS Services” refer to the specific AEROMEGH INC’s internet-accessible service provides use of AEROMEGH INC’s AeroMegh software and infrastructure that is hosted by AEROMEGH INC or its services provider and made available to customer over a network on a term-use basis. Customer acknowledges that this Agreement is a services agreement and AEROMEGH INC will not be delivering copies of the Software to Customer as part of the SaaS Services.
- “Subscription Term” shall mean that period specified during which customer will have on-line access and use of the Software through AEROMEGH INC’s SaaS Services. The Subscription Term shall renew as per define billing cycle unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term. During the Subscription Term, customer will receive a nonexclusive, non-assignable, worldwide right to access and use the SaaS Services solely for your internal business operations subject to the terms of this Agreement.
Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized AeroMegh SaaS users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, AEROMEGH INC shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to AEROMEGH INC.
- Customer Responsibilities
Assistance: Customer shall provide commercially reasonable information and assistance to AEROMEGH INC to enable AEROMEGH INC to deliver the SaaS Services. Upon request from AEROMEGH INC, Customer shall promptly deliver Customer Content to AEROMEGH INC in an electronic file format specified and accessible by AEROMEGH INC. Customer acknowledges that AEROMEGH INC’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
Compliance: Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
Unauthorized Use: Customer shall: (a) notify AEROMEGH INC immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to AEROMEGH INC immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer user, and (c) not provide false information to gain access to or use the SaaS Services.
Administrative Access: Customer shall be solely responsible for the acts and omissions of its Administrator Users. AEROMEGH INC shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator or any kind of customer Users.
Access to AEROMEGH INC: Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to AEROMEGH INC a limited, non-exclusive and non-transferable access, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the AeroMegh SaaS Services to Customer.
Ownership: Customer retains ownership and intellectual property rights in and to its Customer Content. AEROMEGH INC or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Customer’s right to use such third party technology is governed by the terms of the third party technology license agreement and not under the Agreement.
2. Terms of Services:
3. General Provisions
Personal Data: Customer hereby acknowledges and agrees that AEROMEGH INC’s performance of this SaaS Agreement may require AEROMEGH INC to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to AEROMEGH INC, Customer agrees that AEROMEGH INC and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling AEROMEGH INC to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to AEROMEGH INC, Customer will be responsible as sole Data Controller for complying with all applicable data protection laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and AEROMEGH INC SaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any AEROMEGH INC SaaS User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by AEROMEGH INC under this Agreement, including that such processing according to Customer’s instructions will not place AEROMEGH INC in breach of applicable data protection laws. Prior to processing, Customer will inform AEROMEGH INC about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. Customer is responsible for ensuring that the AEROMEGH INC SaaS meets such restrictions or special requirements.
Force Majeure: Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, cloud failures and power failures,