January 5, 2024
1.1 SaaS Product(s). Customer has purchased access to one or more SaaS product, for the amount, duration, and frequency noted on an order form (“Order Form”) under terms of a Software as a Services Agreement, and Ulteig has agreed to provide access to such software (the “Services”).
1.2 Use. Customer agrees that all access and use of the Services are for Customer’s internal use only. Ulteig will provide access within a reasonable time following the effective date of the full execution of a Software as a Service Agreement between Ulteig and Customer.
1.3 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:
(a) Ulteig has and will retain sole control over the operation, provision, maintenance, and management of Ulteig materials; and
(b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer’s hardware and software systems. Customer has sole responsibility and liability for all access to and use of the materials provided by Ulteig; the accuracy for information, instructions, or materials provided to the Services or Ulteig; results obtained from any use of the Services; and conclusions or actions based on such use.
Notwithstanding anything to the contrary in this Agreement, all Services, including all processing of Customer data by or on behalf of Ulteig will be provided solely from within, and on computers, systems, networks, and other infrastructure located in, the United States.
1.4 Changes. Ulteig reserves the right, in its sole discretion, to make any changes to any Services or related materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Ulteig’s services to its customers; (ii) the competitive strength of or market for Ulteig’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law.
that does not comply with any instruction or requirement of the Specifications; (ii) Customer or any of Customer’s users is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) the Software as a Service Agreement expires or is terminated. This Section does not limit any of Ulteig’s other rights or remedies, whether at law, in equity, or under this Agreement.
1.6 Consent to Receive Email. Customer agrees to receive periodic email communications regarding the Services, new product offers, term updates, products updates, and information regarding the Services, which are part of the Services and which Customer cannot opt out of receiving.
2. Use Restrictions; Service Usage and Data Storage.
Use Restrictions. Customer will not, and will not permit any other person to, access or use the Services except as expressly permitted by this Agreement and, in the case of third-party materials, the applicable third-party license agreement. Customer and Customer’s users will not share access credentials. For purposes of clarity and without limiting the generality of the foregoing, Customer will not, except as this Agreement expressly permits:
(a) copy, modify, or create derivative works of the Services;
(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services outside of its organization, in whole or in part;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;
(d) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User using their own then-valid Access Credentials;
(e) input, upload, transmit, or otherwise provide to or through the services or Ulteig systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;
(f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the services, Ulteig systems, or Ulteig’s provision of services to any third party, in whole or in part;
(g) remove, delete, alter, or obscure any trademarks, specifications, documentation warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services, including any copy thereof;
(h) access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Ulteig customer), or that violates any applicable law;
(i) access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product or any other purpose that is to Ulteig’s detriment or commercial disadvantage; or
(j) otherwise access or use of the Services beyond the scope of the authorization granted under this Section.
3. Customer Obligations.
3.1 Customer Systems and Cooperation. Customer will at all times during the Term: (a) set up, maintain, and operate in good repair with security best practices, including, but not limited to, latest operating system patches and endpoint security, and in accordance with the specifications all Customer systems on or through which the Services are accessed or used; (b) provide Ulteig personnel with such access to Customer’s premises and Customer systems as is necessary for Ulteig to perform the Services in accordance with the availability requirement and specifications; and (c) provide all cooperation and assistance as Ulteig may reasonably request to enable Ulteig to exercise its rights and perform its obligations under and in connection with this Agreement.
3.2 Effect of Customer Failure or Delay. Ulteig is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”).
3.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer will, and will cause its users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Ulteig Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Ulteig of any such actual or threatened activity.
4. SaaS Operations.
4.1 Ulteig will give Customer prior notice of scheduled outages of the Services.
4.2 Service Support. The Services include Ulteig’s standard customer support services from 6:00 AM to 6:00 PM Eastern, Monday through Friday, excluding U.S. federally observed holidays. Upon support request submission, Ulteig’s Client Adoption Manager will contact Customer within twenty-four (24) business hours from time of submission.
4.3 Data Backup. Ulteig systems are programmed to perform routine data backups for the sole purpose of restoration in the event of service level failure such as a data center outage or disaster recovery. Data backups are not intended to be used to restore Customer’s data at request and will not be made available to the Customer.
4.4 Data Retention. Upon cancellation of paid subscription, Ulteig will retain data entered by Customer for sixty (60) calendar days. Ulteig may restore Customer data upon renewal of paid subscription within sixty (60) calendar days of cancellation.
4.5 Data Export. Exports of Customer data will not be made available outside of functionality provided by the application.
5. Service Level.
5.1 Service Availability. Provider will use commercially reasonable efforts to target the Services available at least ninety-nine and nine tenths’ percent (99.9%) of the time as measured over the course of each calendar month during the Term, excluding unavailability because of any of the exceptions described in this Section.
5.2 Scheduled Downtime. Provider will give Customer prior notice of scheduled outages of the Services.
5.3 Service Support. The Services include Provider’s standard customer support services from 6:00 AM to 6:00 PM Eastern, Monday through Friday, excluding U.S federally observed holidays. Upon support request submission, Provider’s Client Adoption Manager will contact Customer within twenty-four (24) business hours from time of submission.
5.4 Data Backup. The Provider systems are programmed to perform routine data backups for the sole purpose of restoration in the event of service level failure such as a data center outage or disaster recovery. Data backups are not intended to be used to restore Customer’s data at request and will not be made available to the Customer.
5.5 Data Retention. Upon cancellation of paid subscription, Provider will retain data entered by Customer for 60 calendar days. Provider may restore Customer data upon renewal of paid subscription within 60 calendar days of cancellation.
5.6 Data Export. Exports of Customer data will not be made available outside of functionality provided by the Services.
6.2 Customer Control and Responsibility. Customer has and will retain sole responsibility and liability for: (a) all Customer data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services; (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Ulteig Materials directly or indirectly by or through the Customer systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
6.3 Access and Security. Customer will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against
any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.
While Microsoft processes the credential information, Ulteig does not retain any sensitive information, such as passwords. Ulteig retains basic information about a user for the purpose of authorizing them into the system, such as email address and name.
7.2 Privacy Protection. Ulteig uses secure encryption and other industry-standard practices to protect SaaS products from unauthorized access, modification, or disclosure. Ulteig also monitors SaaS products for potential vulnerabilities and breaches.
7.3 Customer Rights and Choices. Customer has the right to access, rectify, erase, restrict, or object to the processing of user’s personal information by Microsoft B2B. Customer has the right to withdraw such consent, lodge a complaint, or request data portability. To exercise these rights and choices, or if Customer have any questions or concerns about Ulteig’s privacy practices, Ulteig can be contacted via the normal routes available, such as Customer’s client team lead or the contact form at www.Ulteig.com. Alternatively, Customer can reach out to Ulteig’s Legal team at [email protected].
8. Intellectual Property Rights.
8.1 Ulteig Materials. All rights, title, and interest in and to Ulteig materials published on any website or included in any SaaS instructions, including all Intellectual Property Rights therein, remain with Ulteig. With respect to third-party materials, the applicable third-party owns all rights, title, and interest, including all Intellectual Property Rights, to such materials. Customer has no right, license, or authorization with respect to any of the materials except as expressly set forth in Section 1 or the applicable third-party license, in each case subject to Section 2. All other rights in and to materials are expressly reserved by Ulteig. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants Ulteig an assignment of all rights, title, and interest to data resulting from use of the Services, including all Intellectual Property Rights relating thereto.
8.2 Customer Data. As between Customer and Ulteig, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in this Section.
8.3 Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Ulteig, its Subcontractors, and Ulteig personnel to enforce this Agreement and exercise Ulteig’s, its Subcontractors’, and Ulteig personnel’s rights and perform Ulteig’s, its Subcontractors’, and Ulteig personnel’s obligations hereunder.
8.4 License to Feedback. Customer may provide feedback, bug reports, or product suggestions related to Ulteig’s Services and software (“Feedback”). Customer acknowledges that all Feedback provided will be owned exclusively by Ulteig.
(a) The Customer hereby grants Ulteig a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use, modify, distribute, reproduce, and otherwise exploit the Feedback, in any form or medium now known or hereafter developed, for any purpose, without any obligation of confidentiality or compensation to the Customer.
(b) Ulteig may, at its sole discretion, incorporate the Feedback into its services and software without any obligation to inform or obtain further consent from the Customer. The Customer agrees that Ulteig may freely use, commercialize, and sublicense the Feedback, including incorporating it into its products or services.
(c) The Customer warrants that it has the necessary rights and permissions to provide the Feedback to Ulteig and that the Feedback does not infringe upon the intellectual property rights of any third party.
(d) Ulteig will have no obligation to implement or act upon any Feedback received from the Customer. Ulteig retains full discretion to determine whether to use, incorporate, or act upon any Feedback.
(e) Ulteig will have no obligation to treat Feedback as confidential information. The Customer acknowledges that Feedback may be disclosed to third parties without any obligation of confidentiality.