SOFTWARE AS A SERVICE AGREEMENT – September 27, 2022
PLEASE READ THIS AGREEMENT BEFORE USING CHARTOMAT SERVICES.
BY ACCESSING OR USING CHARTOMAT SOFTWARE OR SERVICES OFFERING, YOU (the “Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.
This Software as a Service Agreement (“Agreement”) is entered into
between Customer and Innovation Atelier SA (“Innovation Atelier”), headquartered
in Corseaux, Switzerland. Innovation Atelier and Customer agree that the
following terms and conditions will apply to the services provided under this Agreement
and Orders placed thereunder.
1. DEFINITIONS
“Administrator User” means each Customer employee designated by
Customer to serve as technical
administrator of the SaaS Services on Customer’s behalf.
“Customer Content” means all data and materials provided by Customer to Innovation
Atelier for use in connection with the SaaS Services, including, without
limitation, customer applications, data files, and graphics.
“Customer Account” means the account that the Customer has created on
the Chartomat app upon acceptance of this Agreement as well as the privacy
policy available at https://chartomat.io/privacy.
“Documentation” means the user guides, online help, release
notes, training materials and other documentation
provided or made available by Innovation Atelier to Customer regarding the use
or operation of the SaaS Services.
“Host” means the computer equipment on which the Software is installed,
which is owned and operated by
Innovation Atelier or its subcontractors.
“Maintenance Services” means the support and maintenance services
provided by Innovation Atelier to Customer pursuant to this SaaS Agreement.
“Other Services” means all technical and non-technical services
performed or delivered by Innovation Atelier outside of this SaaS Agreement,
including, without limitation, implementation services and other professional
services, training and education services but excluding the SaaS Services and
the Maintenance Services.
“Schedule" is a written document attached
to this SaaS Agreement under Exhibit A for the purpose of purchasing SaaS
Services under the terms and conditions of 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 Services” refer to the specific Chartomat internet-accessible
service identified in a Schedule that provides use of Chartomat analytics
Software that is hosted by Innovation Atelier or its services provider and made
available to Customer over a network on a term-use basis.
“Subscription Term” shall mean that period specified in a
Schedule during which Customer will have on-line
access and use of the Software through Chartomat SaaS Services.
“Personally Identifiable Information” or “PII” refers to private information regarding individuals in the sense of the European General Data Protection Regulation (https://gdpr.eu).
“Open-source software” refers to software components under open-source licenses.
2. SAAS SERVICES
2.1 During the Subscription Term, Customer will receive a nonexclusive,
non-assignable, royalty free, worldwide right to access and use the SaaS
Services solely for its intended use, subject to the terms of this Agreement.
2.2 Customer acknowledges that this Agreement is a services agreement and Innovation Atelier will not be delivering any Software to Customer as part of the SaaS Services.
2.3 Customer acknowledges that the usage of a Customer Account by Innovation Atelier is necessary to the contractual relationship established by accepting this SaaS Agreement and to the delivery of the SaaS Services.
3. RESTRICTIONS
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 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, or (vii) access the
SaaS Services or use the Documentation in order to build a similar product or
competitive product. These restrictions do not apply to Open-source software
used in Chartomat.
Subject to the limited licenses granted herein, Innovation Atelier 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 Innovation Atelier.
Customer data to be used in Chartomat must not contain any Personally Identifiable Information (PII). Any PII data that would be used in Chartomat is the sole responsibility of the Customer. Customer must notify Innovation Atelier immediately upon noticing that some data analysed with Chartomat did mistakenly contain PII. Innovation Atelier can provide support to Customer for fastest disclosure and resolution.
4. CUSTOMER RESPONSIBILITIES
4.1 Assistance. Customer shall provide commercially reasonable information
and assistance to Innovation Atelier to enable Innovation Atelier to deliver
the SaaS Services. Upon request from Innovation Atelier, Customer shall
promptly deliver Customer Content to Innovation Atelier in an electronic file
format specified and accessible by Innovation Atelier. Customer acknowledges that
Innovation Atelier’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.
4.2 Compliance with Laws. 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
acknowledges that Innovation Atelier exercises no control over the content of
the information transmitted by Customer users through the SaaS Services.
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.
4.3 Unauthorized Use; False Information. Customer shall: (a) notify Innovation
Atelier immediately of any unauthorized use of any data or any other known or
suspected breach of security, (b) report to Innovation Atelier immediately and
use reasonable efforts to stop any unauthorized use of the SaaS Services that
is known or suspected by Customer, and (c) not provide false identity
information to gain access to or use the SaaS Services.
4.4 Administrator Access. By default, Customer gets Administrator Access to the
SaaS Services. Customer shall be solely responsible for the acts and omissions
of its Administrator Access if it was delegated to a particular Administrator User.
Innovation Atelier shall not be liable for any loss of data or functionality
caused directly or indirectly by the Administrator User.
4.5 Customer Input. Customer is solely responsible for collecting,
inputting and updating all Customer Content stored on the Host, and for
ensuring that the Customer Content does not (i) include anything that actually
or potentially infringes or misappropriates the copyright, trade secret,
trademark or other intellectual property right of any third party, (ii) contain
any Personally Identifiable Information, or (iii) contain anything that is
obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify
Innovation Atelier immediately of any unauthorized known or suspected breach of
security, (ii) report to Innovation Atelier immediately and use reasonable
efforts to stop any unauthorized use of the Service that is known or suspected
by, and (iii) not provide false identity information to gain access to or use
the Service.
4.6 License from Customer. Subject to the terms and conditions of this SaaS
Agreement, Customer shall grant to
Innovation Atelier a limited, non-exclusive and non-transferable license, to
copy, store, configure, perform, display and transmit Customer Content solely
as necessary to provide or improve the SaaS Services to Customer.
4.7 Ownership and Restrictions. Customer retains ownership and intellectual
property rights in and to its Customer Content. Innovation Atelier 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 Third party or Open-source software components is governed by the terms of the
specific Third-party technology license agreement specified by them, and not
under this Agreement.
4.8 Suggestions. Innovation Atelier shall have a royalty-free, worldwide,
irrevocable, perpetual license to use and incorporate into the SaaS Services
any suggestions, enhancement requests, recommendation or other feedback
provided by the Customer, relating to the operation of the SaaS Services.
5. ORDERS AND PAYMENT
5.1 Orders. Customer shall order SaaS Services pursuant to a Schedule. All
services acquired by Customer shall be governed exclusively by this SaaS
Agreement and the applicable Schedule.
5.2 Invoicing and Payment. In this SaaS Agreement and applicable Schedule, payment
to Innovation Atelier is required prior to using Chartomat paid plans. Except if
it was expressly provided otherwise, fees are non-refundable. All fees are
stated in United States Dollars, and must be paid by Customer to Innovation
Atelier in United States Dollars or an equivalent value in any other medium of
exchange at the exchange rate applicable at time of payment.
5.3 Expenses. If applicable, Customer will reimburse Innovation Atelier for its
reasonable, out-of-pocket travel and related expenses incurred in performing
the Other Services. Innovation Atelier shall notify Customer prior to incurring
any such expense. Innovation Atelier shall comply with Customer’s travel and
expense policy if made available to Innovation Atelier prior to the required
travel.
5.4 Taxes. Innovation Atelier shall bill Customer for applicable taxes as a
separate line item on each invoice. Customer shall be responsible for payment
of all sales and use taxes, value added taxes (VAT), or similar charges
relating to Customer’s purchase and use of the services. Customer shall not be
liable for taxes based on Chartomat net income, capital or corporate franchise.
6. TERM AND TERMINATION
6.1 Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.
6.2 Termination. Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within five (5) days after receipt of notice of such breach.
6.3 Suspension for Non-Payment. Innovation Atelier will suspend
delivery of the SaaS Services if Customer fails pay Subscription down-payment
or renewal fee due to Innovation Atelier under this SaaS Agreement. Customer
agrees that Innovation Atelier shall not be liable to Customer or to any third
party for any liabilities, claims or expenses arising from or relating to
suspension of the SaaS Services resulting from Customer’s non-payment.
6.4 Suspension for Ongoing Harm. Innovation Atelier reserves the right to
suspend delivery of the SaaS Services if Innovation Atelier reasonably
concludes that Customer’s use of the SaaS Services is causing immediate and ongoing
harm to Innovation Atelier or others. In the extraordinary case that Innovation
Atelier must suspend delivery of the SaaS Services, Innovation Atelier shall
immediately notify Customer of the suspension. Innovation Atelier shall not be
liable to Customer or to any third party for any liabilities, claims or expenses
arising from or relating to any suspension of the SaaS Services in accordance
with this Section 6.4. Nothing in this Section 6.4 will limit Chartomat rights
under Section 6.5 below.
6.5 Effect of Termination.
(a) Upon termination of this SaaS Agreement or expiration of the Subscription Term, Innovation Atelier shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.
(b) If Innovation Atelier terminates this SaaS Agreement due to a
breach by Customer, then neither prior nor subsequent payment(s) from Customer will
be reimbursed by Innovation Atelier.
(c) Upon termination of this SaaS Agreement and upon subsequent written request
by the disclosing party, the
receiving party of tangible Confidential Information shall immediately return
such information or destroy
such information and provide written certification of such destruction,
provided that the receiving party may
permit its legal counsel to retain one archival copy of such information in the
event of a subsequent dispute
between the parties.
7. SERVICE LEVEL AGREEMENT
The Service Level SaaS Agreement (“SLA”) for the SaaS
Services is set forth in Exhibit B hereto. The SLA sets forth Customer’s sole
remedies for availability or quality of the SaaS Services including any failure
to meet any guarantee set forth in the SLA.
8. WARRANTIES
8.1 Warranty. Innovation Atelier represents and warrants that it will
provide the SaaS Services in a professional manner consistent with general
industry standards and that the SaaS Services will perform substantially in
accordance with the Documentation. For any beach of a warranty, Customer’s
exclusive remedy shall be as provided in Section 6, Term and Termination.
8.2 INNOVATION ATELIER WARRANTS THAT THE SAAS SERVICES WILL
PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. INNOVATION
ATELIER DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE
OR UNINTERRUPTED, OR THAT INNOVATION ATELIER WILL CORRECT ANY SAAS SERVICES
ERROR. CUSTOMER ACKNOWLEDGES THAT INNOVATION ATELIER DOES NOT CONTROL THE
TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND
THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH
THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY INNOVATION ATELIER (EXPRESS OR
IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER INNOVATION
ATELIER NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT
OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED,
VIRUS-FREE OR ERROR-FREE, NOR SHALL INNOVATION ATELIER OR ANY OF ITS SERVICE PROVIDERS
BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR
ANY USER’S DATA, FILES, OR PROGRAMS.
9. LIMITATIONS OF LIABILITY
NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF INNOVATION
ATELIER) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS,
DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN
CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM
(INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES
UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE),
SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT
DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.
The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.
10. INDEMNIFICATION
10.1 Indemnification by Innovation Atelier. Innovation Atelier shall have
no liability for third party claim against Customer that the SaaS Services
infringes any patent, copyright, trademark or misappropriates personally
identifiable information or trade secrets. Innovation Atelier may, at its sole
discretion, procure for Customer the right to continue use of the SaaS
Services, modify the SaaS Services in a manner that does not materially impair
the functionality, or terminate the Subscription Term and repay to Customer any
amount paid by Customer with respect to the Subscription Term following the
termination date.
10.2 Indemnification by Customer. If a third party makes a claim against Innovation
Atelier that the Customer Content infringes any patent, copyright or trademark,
or misappropriates any trade secret, Customer shall defend Innovation Atelier
and its directors, officers and employees against the claim at Customer’s
expense and customer shall pay all losses, damages and expenses (including
reasonable attorneys’ fees) finally awarded against such parties or agreed to
in a written settlement agreement signed by Customer, to the extent arising
from the claim.
10.3 Conditions for Indemnification. A party seeking
indemnification under this section shall (a) promptly notify the other party of
the claim, (b) give the other party sole control of the defense and settlement
of the claim, and (c) provide, at the other party’s expense for out-of-pocket
expenses, the assistance, information and authority reasonably requested by the
other party in the defense and settlement of the claim.
11. CONFIDENTIALITY
11.1 Definition. “Confidential Information” means any
information disclosed by a party to the other party, directly or indirectly,
which, (a) if in written, graphic, machine-readable or other tangible form, is marked
as “confidential” or “proprietary,” (b) if disclosed orally or by
demonstration, is identified at the time of initial disclosure as confidential
and is confirmed in writing to the receiving party to be “confidential” or
“proprietary” within 5 days of such disclosure, (c) is specifically deemed to
be confidential by the terms of this SaaS Agreement, or (d) reasonably appears
to be confidential or proprietary because of the circumstances of disclosure
and the nature of the information itself. Subject to the display of Customer
Content as contemplated by this SaaS Agreement, Customer Content is deemed
Confidential Information of Customer. Innovation Atelier software and
Documentation are deemed Confidential Information of Innovation Atelier.
11.2 Confidentiality. During the term of this SaaS Agreement and for 5 years
thereafter (perpetually in the case of software), each party shall treat as
confidential all Confidential Information of the other party and shall not
disclose such Confidential Information to any third party. Without limiting the
foregoing, each party shall use at least the
same degree of care, but not less than a reasonable degree of care, it uses to
prevent the disclosure of its own confidential information to prevent the
disclosure of Confidential Information of the other party. Each party shall
promptly notify the other party of any actual or suspected misuse or
unauthorized disclosure of the other party’s Confidential Information. Neither
party shall reverse engineer, disassemble or decompile any prototypes, software
or other tangible objects which embody the other party's Confidential Information
and which are provided to the party hereunder. Each party may disclose
Confidential Information of the other party on a need-to-know basis to its
contractors who are subject to confidentiality agreements requiring them to
maintain such information in confidence and use it only to facilitate the
performance of their services on behalf of the receiving party.
11.3 Exceptions. Confidential Information excludes information that: (a) is
known publicly at the time of the disclosure or becomes known publicly after
disclosure through no fault of the receiving party, (b) is known to the
receiving party, without restriction, at the time of disclosure or becomes
known to the receiving party, without restriction, from a source other than the
disclosing party not bound by confidentiality obligations to the disclosing
party, or (c) is independently developed by the receiving party without use of
the Confidential Information as demonstrated by the written records of the
receiving party. The receiving party may disclose Confidential Information of
the other party to the extent such disclosure is required by law or order of a
court or other governmental authority, provided that the receiving party shall
use reasonable efforts to promptly notify the other party prior to such
disclosure to enable the disclosing party to seek a protective order or
otherwise prevent or restrict such disclosure. Each party may disclose the
existence of this SaaS Agreement and the relationship of the parties, but
agrees that the specific terms of this SaaS Agreement will be treated as
Confidential Information; provided, however, that each party may disclose the
terms of this SaaS Agreement to those with a need to know and under a duty of
confidentiality such as accountants, lawyers, bankers and investors.
12. GENERAL PROVISIONS
12.1 Non-Exclusive Service. Customer
acknowledges that SaaS Services is provided on a non-exclusive basis.
Nothing shall be deemed to prevent or restrict Chartomat ability to provide the
SaaS Services or other technology, including any features or functionality
first developed for Customer, to other parties.
12.2 Personal Data. Customer hereby acknowledges and agrees that Chartomat
performance of this SaaS Agreement may require Innovation Atelier to process,
transmit and/or store Customer personal data or the personal data of Customer employees
and Affiliates. By submitting their own personal data to Innovation Atelier, the
Customer agrees that Innovation Atelier and its Affiliates may process,
transmit and/or store personal data only to the extent necessary for, and for
the sole purpose of, enabling Innovation Atelier to perform its obligations to
under this SaaS Agreement. In relation to all Personal Data provided by or
through Customer to Innovation Atelier, Customer will be responsible as sole
Data Controller for complying with all applicable data protection or similar
laws such as EU Directive 95/46/EC and 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 sharing Personal Data with
Innovation Atelier for the purpose of Enabling Software and Innovation Atelier
SaaS. Customer confirms that Customer is solely responsible for any Personal
Data that may be shared under this agreement, and that no Third-party personal
data is submitted within datasets to be analysed in Chartomat. Customer is
solely responsible for determining the purposes and means of processing
Customer Personal Data by Innovation Atelier under this Agreement, including
that such processing according to Customer’s instructions will not place Innovation
Atelier in breach of applicable data protection laws. Customer is responsible
for ensuring that the Innovation Atelier SaaS meets such restrictions or
special requirements. Innovation Atelier to process any Personal Data that
meets the requirements set forth in this Section according to these Terms of
Use.
12.3 Innovation Atelier Personal Data Obligations. In performing
the SaaS Services, Innovation Atelier will comply with the privacy policy
provided at https://chartomat.io/privacy. This policy is subject to change; the latest version of
the policy can be consulted on the address above.
12.4 Assignment. Neither party may assign this SaaS Agreement or
any right under this SaaS Agreement, without the consent of the other party,
which consent shall not be unreasonably withheld or delayed; provided however,
that either party may assign this SaaS Agreement to an acquirer of all or
substantially all of the business of such party to which this SaaS Agreement
relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall
be binding upon and inure to the benefit of the parties’ successors and
permitted assigns. Either party may employ subcontractors in performing its
duties under this SaaS Agreement, provided, however, that such party shall not
be relieved of any obligation under this SaaS Agreement.
12.5 Notices. Except as otherwise permitted in this SaaS Agreement, notices
under this SaaS Agreement shall be in writing and shall be deemed to have been
given five (5) business days after notification via email.
12.6 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, and power failures.
12.7 Waiver. No waiver shall be effective unless it is in writing and signed by
the waiving party. The waiver by either party of any breach of this SaaS
Agreement shall not constitute a waiver of any other or subsequent breach.
12.8 Severability. If any term of this SaaS Agreement is held to be invalid or
unenforceable, that term shall be
reformed to achieve as nearly as possible the same effect as the original term,
and the remainder of this SaaS
Agreement shall remain in full force.
12.9 Entire SaaS Agreement. This SaaS Agreement (including all Schedules and
exhibits) contains the entire
agreement of the parties and supersedes all previous oral and written
communications by the parties, concerning
the subject matter of this SaaS Agreement. This SaaS Agreement may be amended
solely in a writing signed by
both parties. Standard or printed terms contained in any purchase order or
sales confirmation are deemed rejected and shall be void unless specifically
accepted in writing by the party against whom their enforcement is sought; mere
commencement of work or payment against such forms shall not be deemed
acceptance of the terms.
12.10 Survival. Sections 3, 6, and 8 through 12 of this SaaS Agreement shall
survive the expiration or termination of this SaaS Agreement for any reason.
12.11 Publicity. Innovation Atelier may include Customer’s name and logo in its
customer lists and on its website. Upon signing, Innovation Atelier may issue a
high-level press release announcing the relationship and the manner in which
Customer will use the Innovation Atelier solution. Innovation Atelier shall
coordinate its efforts with appropriate communications personnel in Customer’s
organization to secure approval of the press release if necessary.
12.12 Export Regulations. Export laws and regulations of Switzerland and any
other relevant local export laws and regulations apply to the SaaS Services.
Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables
provided under this Agreement, and Customer agrees to comply with all such
export laws and regulations. Customer agrees that no data, information,
software programs and/or materials resulting from services (or direct product
thereof) will be exported, directly or indirectly, in violation of these laws.
12.13 No Third-Party Beneficiaries. This SaaS Agreement is an agreement between
the parties, and confers no rights upon either party’s employees, agents,
contractors, partners of customers or upon any other person or entity.
12.14 Independent Contractor. The parties have the status of independent
contractors, and nothing in this SaaS
Agreement nor the conduct of the parties will be deemed to place the parties in
any other relationship. Except as
provided in this SaaS Agreement, neither party shall be responsible for the
acts or omissions of the other party or the other party’s personnel.
12.15 Statistical Information. Innovation Atelier may anonymously compile
statistical information related to the performance of the Services for purposes
of improving the SaaS service, provided that such information does not identify
Customer’s data or include Customer’s name.
12.16 Governing Law. This SaaS Agreement shall be governed by the laws of the Canton
of Vaud, Switzerland.
12.17 Compliance with Laws. Innovation Atelier shall comply with all applicable
local, state, national and foreign laws in connection with its delivery of the
SaaS Services, including those laws related to data privacy, international communications,
and the transmission of technical or personal data.
12.18 Dispute Resolution. Customer’s satisfaction is an important objective to Innovation
Atelier in performing its obligations under this SaaS Agreement. Except with
respect to intellectual property rights, if a dispute arises between the parties
relating to the interpretation or performance of this SaaS Agreement or the
grounds for the termination hereof, the parties agree to hold a meeting within
fifteen (15) days of written request by either party, attended by individuals
with decision-making authority, regarding the dispute, to attempt in good faith
to negotiate a resolution of the dispute prior to pursuing other available
remedies. If, within 15 days after such meeting, the parties have not succeeded
in resolving the dispute, either party may protect its interests by any lawful
means available to it.
12.19 Signatures. This SaaS Agreement is electronically signed by both parties.
*** End of Page ***
EXHIBIT A
SCHEDULE A - SOFTWARE & PRICE SCHEDULE
This Schedule ("Schedule"), effective upon the Agreement
Effective Date, documents the SaaS
Services (defined below) being purchased by Customer under the terms and
conditions of the SaaS Agreement dated September 27, 2022, between Innovation
Atelier SA. (“Innovation Atelier”) and you, (the “Customer”).
1. SaaS Services:
The SaaS Service includes one or more of the following service
offerings:
· Data exploration, visualization, tabulation and charting
· Significance testing
· Automated charting
· Export to Microsoft Office compatible output format
The amount of service is defined by the specific plan:
1) Free (limited usage)
2) Agile (one-off usage)
3) Unlimited (subscription)
2. Free Term (limited usage):
The term begins upon the Schedule Effective Date, and ends upon termination of Customer Account.
The service covers Chartomat monthly usage until the following condition is met: 10 charts or tables have been downloaded over a given month. Each month ends on the last day of the month, and each new month starts on the first day of the month.
Chartomat branding and attribution shall not be removed from the service outputs. Attribution must be made with integration of the following mention with every chart: Made with https://chartomat.io
3. Agile Term (one-off usage):
The term begins upon the Schedule Effective Date, and ends when the first of the 2 following conditions is met:
a) 1,000 charts or tables have been produced.
b) 48 hours have passed from the Effective Date during which the service was available to the Customer.
Chartomat branding may be removed from the service outputs, but the following attribution is necessary:
Made with https://chartomat.io
4. Unlimited Term (subscription):
The term begins upon the Schedule Effective Date, and ends upon
termination or suspension of the subscription. Subscription is automatically renewed
on a monthly basis, and may be paused or stopped any day up to the last day
prior to renewal.
The service is unlimited. Practically, the app limits the production of charts and tables to a maximum of 50,000 charts or tables monthly, but this limitation may be lifted as needed based on agreement between the two parties.
Chartomat branding may be removed from the service outputs. Attribution is not required.
4. Schedule Value: (all fees are in U.S.
dollars and exclude applicable taxes)
4.1. Free tier. The service is provided 100% for free to the Customer.
4.2. Agile tier. The service based on the scope above is provided for 7 USD paid once. Payment to the Agile tier may not be converted to the Unlimited tier.
4.3. Unlimited tier. The service based on the scope above is provided for 9 USD per month. This fee includes access and usage of the SaaS Services during the Subscription Term. Upon execution of this Schedule, Innovation Atelier shall charge and be paid on a monthly basis in accordance with the SaaS Agreement.
Discounts may be applied, at Innovation Atelier sole discretion. Discounts may be provided over limited or undefined periods of time, with a subset of Customers or with all Customers. They may be modified or cancelled at any time without prior notice. Such changes affect Unlimited subscription plan subscribers only at the beginning of the next month after they have been noticed via email.
5. Support and Maintenance Services
No dedicated Support is provided in the Subscription Fee beyond
what is available through the SaaS. Maintenance and subsequent developments or
enhancements of the service are at the sole discretion of Innovation Atelier
SA.
The company may be contacted for questions or suggestions on its general enquiry email address contact@innovationatelier.com, but without guarantee of response.
***End of Schedule***
EXHIBIT B
SERVICE LEVEL AGREEMENT
The SaaS Services will achieve
System Availability (as defined below) of at least 95% during each calendar month
of the Subscription Term. “System Availability” means the number of
minutes in a month that the key components of the SaaS Services are operational
as a percentage of the total number of minutes over the same period, excluding
downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure
in the SaaS Agreement), (c) malicious attacks on the system, (d) issues
associated with the Customer’s computing devices, local area networks or internet
service provider connections, or (e) inability to deliver services because of
acts or missions of Customer.
Innovation Atelier reserves the right to take the Service offline for scheduled maintenance during down times. If Innovation Atelier fails to meet System Availability in the month, upon written request by Customer within 5 days after the end of the month, Innovation Atelier will issue a credit into the Customer’s account, up to a maximum of the Customer’s fee for the affected SaaS Services. The remedy stated in this paragraph is Customer’s sole and exclusive remedy for interruption of SaaS Services and Chartomat failure to meet System Availability.