Software as a Service Agreement
allrites Storage & Delivery
This Software as a Service Agreement (the “SaaS Agreement”) binds customers who wish to use the allrites’ Storage and Delivery Software or Services offering (the “Services”).
allrites HOLDINGS PTE. LTD. (“allrites,” “we,” “us,” or “our”), a company duly incorporated in accordance with the laws of the Republic of Singapore, provides the SaaS Services subject to this SaaS Agreement; and to the following:
(1) our Terms of Service;
(3) other terms and conditions and policies which you may find throughout our Service, or which may communicate to you in connection with certain functionality or features, all of which are deemed a part of our Agreement with you.
(collectively, the “Agreement“)
Please read all parts of the Agreement before using any part of the SaaS Services. By accessing or using any part of the SaaS Services, you signify your acceptance and agreement to the terms and conditions of the Agreement. If you do not agree to any of the terms and conditions of the Agreement, please do not access or use any part of the SaaS Services. if the Parties have executed a separate agreement that expressly governs your orders for allrites’ software as a service, such agreement shall supersede this SaaS Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 In this SaaS Agreement, the following words shall have the following meanings:
“Administrator User” means the officer; employee; or agent designated by you to serve as technical administrator of the SaaS Services on your behalf;
“Customer Content” means all data and materials provided by you for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics;
“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by us to you 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 us or our subcontractors;
“Identified Users” means a unique collection of identity data for an individual that will be granted access to the SaaS Services;
“Maintenance Services” means the support and maintenance services provided by us to you pursuant to this SaaS Agreement;
“Other Services” means all technical and non-technical services performed or delivered by allrites under 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. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis;
“Parties” means allrites and you – the person we are contracting with to use our SaaS Services; and “Party” means either one of us;
“Schedule” is a written document executed separately by allrites and you for the purpose of purchasing SAAS Services under the terms and conditions of the Agreement;
“Software” means the object code version of any software to which you are provided access as part of the SaaS Services, including any updates or new versions; and
“Subscription Term” means that period specified in the Schedule during which you will have online access and use of the Software through our SaaS Services. The Subscription Term shall be for an initial period of twelve (12) months and shall automatically renew for successive twelve (12)-month periods unless either Party delivers written notice of non-renewal to the other Party at least thirty (30) days prior to the expiration of the then-current Subscription Term.
1.2 In this Agreement,
- words importing the singular include the plural and vice versa. Any gender includes the other genders. Any reference to a person includes a reference to a corporation, firm, authority, government or governmental agency;
- a reference to legislation or to a legislative provision includes all regulations, orders, proclamations, notices or other requirements under this legislation or legislative provision. It also includes any amendments, modifications or re-enactments of that legislation or legislative provision and any legislation or legislative provision substituted for, and any statutory instrument issued under, that legislation or legislative provision;
- a reference to any agreement, licence, document or other instrument (including this Agreement) includes a reference to that agreement, licence, document or other instrument as renewed, extended, novated, varied or substituted from time to time;
- the Clause headings in this Agreement are for reference purposes only and do not in any way influence or affect the meaning of this Agreement, unless the context otherwise requires;
- a reference to any Party to this Agreement or to any other agreement, licence, document or other instrument required under this Agreement or for the purposes of this Agreement includes that Party’s executors, administrators, substitutes, successors and permitted assigns;
- where under or pursuant to this Agreement or anything done under this Agreement the day on or by which any act, matter or thing is to be done is not a Business Day such act, matter or thing must be done on the immediately succeeding Business Day;
- references to Clauses are references to Clauses of this Agreement. A reference to winding up or bankruptcy includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration and to the circumstances and events giving rise to or contributing to such condition or matters.
2. SAAS SERVICES
- During the Subscription Term, in consideration of the full and timely performance by you of your obligations under the Agreement, we grant to you a non-exclusive, non-assignable, royalty free, worldwide right to access and use the SAAS Services solely for your internal business operations subject to the terms of this Agreement and up to the number of Identified Users documented in the
- You acknowledge that this Agreement is a services agreement and we shall not be delivering copies of the Software to you as part of the SaaS
3.1 You shall not, during the Subscription Term or at any time thereafter, and shall not permit anyone to:
- copy or republish the SaaS Services or Software;
- make the SaaS Services available to any person other than authorized Identified Users;
- modify or create derivative works based upon the SaaS Services or Documentation;
- remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software or in the Documentation;
- 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
- access the SaaS Services or use the Documentation in order to build a similar product or competitive product.
3.2 Subject to the limited licences granted herein, we own all right, title and interest in and to the Software; the SaaS Services; the 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.
4. YOUR RESPONSIBILITIES
- You shall provide commercially reasonable information and assistance to us to enable us to deliver the SaaS Services. Upon our request, you shall promptly deliver Customer Content to us in an electronic file format specified and accessible by us. You acknowledge that our 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
- You shall comply with all applicable local and foreign laws in connection with your use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. You acknowledge that we exercise no control over the content of the information transmitted by you or the Identified Users through the SaaS Services. You shall not; and shall ensure that your Identified Users; officers; staff; and agents 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
- You shall: (a) notify us immediately of any unauthorized use of any password or user id or any other known or suspected breach of security; (b) report to us immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by you or any Identified User, and (c) not provide false identity information to gain access to or use the SaaS Services.
- You shall be solely responsible for the acts and omissions of your Administrator User and Identified Users. We shall not be liable for any loss of data or functionality caused directly or indirectly by these.
- You are 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, trade mark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious.
- Subject to the terms and conditions of this SaaS Agreement, you grant to us a limited, non-exclusive and transferable licence, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to You retain ownership and intellectual property rights in and to your Customer Content. We and our licensors retain all ownership and intellectual property rights to the SAAS Services, Software, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with our programs may be used. Your right to use such third party technology is governed by the terms of the third party technology licence agreement specified by us.
- We shall have a royalty-free, worldwide, irrevocable, perpetual licence to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by you; your Administrator User; and your Identified Users, relating to the operation of the SaaS
5. ORDERS AND PAYMENT
- You shall order SaaS Services pursuant to the Schedule. All services acquired by you shall be governed exclusively by the Agreement and the applicable Schedule. In the event of a conflict between the terms of a Schedule and this SaaS Agreement, the terms of the Schedule shall take
- Unless otherwise provided in the Schedule, we shall invoice you for all fees on the Schedule effective date. You shall pay all invoices within thirty (30) days from the date of the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars and must be paid by you to us in United States
- You will reimburse us for reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. We shall notify you prior to incurring any such expense. We shall comply with your reasonable travel and expense policy if this is made available to us prior to the required travel.
- We shall bill you for applicable taxes (if any) as a separate line item on each invoice.
6. TERM AND TERMINATION
- The Subscription Term shall be for an initial period of twelve (12) months and shall automatically renew for successive twelve (12)-month periods unless either Party delivers written notice of non-renewal to the other Party at least thirty (30) days prior to the expiration of the then-current Subscription Term.
- Either Party may terminate this SaaS Agreement immediately upon a material breach by the other Party that has not been cured within thirty (30) days after receipt of written notice of such
- We reserve the right to suspend delivery of the SaaS Services if you fail to comply fully with the terms of the Agreement, including, without limitation, failing to timely pay any amounts due to us under this SaaS Agreement. Suspension of the SaaS Services shall not release you of your obligations under the Agreement. You agree that we shall not be liable to you or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from your breaches of the Agreement.
- We reserve the right to suspend delivery of the SaaS Services if we reasonably conclude that you or any of your Administrator Users or Identified User’s use of the SaaS Services is causing immediate and ongoing harm to us or third parties. In the extraordinary case that we must suspend delivery of the SaaS Services, we shall immediately notify you of the suspension and the Parties shall diligently attempt to resolve the issue. We shall not be liable to you 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 Clause 6.4.
- Effect of Termination
- Upon termination of this SaaS Agreement, we shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate;
- If we terminate this SaaS Agreement due to a breach by you, then you shall immediately pay to Allrites all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination;
- 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 Annex 1 hereto. The SLA sets forth your remedies for availability or quality of the SaaS Services including any failure to meet any guarantee set forth in the SLA.
WE WARRANT THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. WE DO NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT WE WILL CORRECT ALL SAAS SERVICES ERRORS. YOU ACKNOWLEDGE THAT WE DO 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 US (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER US NOR ANY OF OUR LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL WE OR ANY OF OUR SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF YOURS OR ANY USER’S DATA, FILES, OR PROGRAMS.
9. LIMITATIONS OF LIABILITY
NEITHER WE NOR ANY OF OUR LICENSORS OR OTHER SUPPLIERS 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 YOU OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE. OUR AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THE FEES PAID BY YOU UNDER THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM(S) AROSE.
You agree to indemnify and keep harmless us; our officers; staff; and agents against any loss and/or damage that may suffer as a result of any claims, actions, demands, losses, liability and damages resulting from damage to any property, or illness or injury to or death of any person directly resulting from any negligence or breach of this Agreement by you; your employees or any persons or individuals acting on your behalf.
- 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 unauthorised 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. We may disclose Confidential Information of yours 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 our services to you.
- In this SaaS Agreement, “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 thirty (30) 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. Confidential Information will also include information disclosed by third parties to a disclosing Party under an obligation of confidentiality. The Software and Documentation are deemed Confidential Information of ours.
- 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
- You acknowledge that the SaaS Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict our ability to provide the SaaS Services or other technology, including any features or functionality first developed for you, to other
- In performing the SaaS Services, we shall comply with our Personal Data Policy.
- 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
- 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 (a) five (5) business days after mailing if sent by registered mail, (b) when transmitted if sent by email, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other Party at the address set forth on the cover page of the Schedule.
- 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, pandemics and disease outbreaks communication line failures, and power failures. If such events of force majeure continue for three (3) months or more, either Party shall be entitled to furnish immediate written notice for termination of this SaaS Agreement.
- 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
- Clauses 3, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any
- We may include your name and logo in our customer lists and on our website. Upon signing, we may issue a high-level press release announcing the relationship and the manner in which you will use the allrites solution. allrites may coordinate its efforts with appropriate communications personnel in your organisation to secure approval of the press release if
- 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.
- This SaaS Agreement shall be governed by the laws of the State of Texas, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not
- The terms and conditions of this Agreement shall be governed by and determined in accordance with the laws of Singapore.
- Any dispute or difference (“Dispute”) between the Parties arising out of or relating to or in connection with this Agreement including any question regarding its existence, validity or termination shall be resolved either by reference to mediation, arbitration or by court proceedings, as elected by us.
- Notwithstanding Clause 12.12, if any Dispute at any time arises between the Parties in respect of the interpretation of this Agreement or concerning anything herein contained or arising out of this Agreement or as to the rights, liabilities or duties of the said Parties hereunder, the Parties shall first use their reasonable endeavours to seek to agree a settlement in good faith. If any Dispute cannot be resolved, and we elect to bring the Dispute to
- mediation, the Dispute shall be referred to the Singapore Mediation Centre in accordance with its prevailing prescribed form, rules and procedure;
- arbitration, the Dispute shall be referred to arbitration at the Singapore International Arbitration Centre (“SIAC”). The arbitration shall take place in Singapore at the SIAC, and the arbitration shall be conducted according to the SIAC Rules for the time being in force. The tribunal shall consist of one arbitrator to be appointed in accordance with the SIAC Rules. The language of the arbitration shall be English. The Parties hereby agree that it is their intention that the arbitrator(s) must give full force and effect to all of the terms and provisions of this Agreement in resolving all such disputes. The arbitration award shall be final and binding upon the Parties. The Parties shall fulfill its terms accordingly. The arbitration fee shall be borne by the losing Party. In the course of arbitration, both Parties shall continue to perform its obligations under this Agreement except for the parts under arbitration;
- litigation, the Parties hereby submit themselves to the exclusive jurisdiction of the Courts of Singapore.
SERVICE LEVEL AGREEMENT
- Service uptime commitment
For the purpose of measuring the quality of service that allrites delivers, allrites is committed to the following:
- the Supplier will provide access to the Software on a twenty-four hours a day, seven days a week (24 x 7) basis, at a rate of 99% (“Services Uptime Metric”); and
- the Services Uptime Metric commences on the “Go Live Date”, which means 1st month of subscription.
- Measurement method
The Services Uptime Metric will be measured using statuspage.io.
On a quarterly basis, the Services Uptime Metric will be measured using:
- the measurable hours in the quarter (total time minus planned downtime, including maintenance, upgrades, etc.) as the denominator; and
- the denominator value minus the time of any outages in the quarter (duration of all outages combined) as the numerator, to give the percentage of available uptime.
An “outage” is defined as Two monitoring fails within 5 mins.
- Boundaries and exclusions
The Services Uptime Metric will not apply to performance issues caused by the following:
(a) Overall Internet congestion, slowdown, or unavailability;
(b) Unavailability of generic Internet services due to virus or hacker attacks;
(c) Events or circumstances that are outside the reasonable control of the Parties including acts of God, fire, explosion, typhoon, storm, earthquake or other similar occurrence, orders of acts of military or civil authority, or national emergencies, insurrections, riots, wars, strikes, or other force majeure events;
(d) Actions or inactions of the Customer or third parties beyond the control of the Supplier;
(e) A result of the Customer equipment or third-party computer hardware, software, or network infrastructure not within the sole control of the Supplier; or
(f) Scheduled SaaS infrastructure maintenance.
allrites will provide a report on the Services Uptime Metric (“Uptime Metric Report”) to the Customer real-time. If the Customer disagrees with the Uptime Metric Report, written notice of the disagreement must be provided to the Supplier within seven (7) days of receipt of the Uptime Metric Report.
5. Support Terms
Technical support hours: Weekdays during the hours of 9:00 am through 6:00 pm Asia Pacific time (GMT/UTC +8), excluding public holidays in Singapore (“Support Hours”).
The Customer may initiate a help request during the Support Hours by [email protected]