General Multi-Tenant Master Subscription Agreement V.2.7To continue, you must scroll to the bottom of this screen and accept the terms of this* agreement.
* If you have a special agreement with
isolvIT, Inc., which has been signed and approved by all parties, it supersedes
this agreement.
This Master Subscription Agreement
(the "Agreement”) governs the obligations and rights of the Customer Inc., and isolvIT,
Inc., (hereinafter referred to as "the Customer” and "isolvIT"
respectively). By signing an Order Form
or by accepting these terms and conditions upon a sign up procedure, or in any
other way, you hereby confirm that you are authorized to bind the Customer
through such execution.
As the Customer you may not access the Services
if you are a direct competitor to isolvIT, except with isolvIT’s prior written
consent. In addition, you may not access the Services for purposes of
monitoring its availability, performance or functionality, or for any other
benchmarking or competitive purposes.
1 Definitions
1.1 "Content”
means all visual, written or audible data, information or material including,
without limitation: documents, spreadsheets, text messages, form entries, web
pages, and similar material, which are uploaded to, transferred through,
publicly posted, processed or entered into the Services by the Customer or the
Users.
1.2 "Contract
Start Date” means the date stated in the Order form, or if applicable during
sign-up, or in any other form.
1.3 "The
Customer” means the individual or the legal entity who activates Services
provided by isolvIT and assumes payment responsibility for the same vis-à-vis isolvIT.
1.4 "Initial
Term” means the initial contract period during which The Customer subscribes to
the Services.
1.5 "Order
Form(s)” means the initial order form and/or order confirmation and any
subsequent order forms and/ or order confirmations evidencing among other
things the type of Subscription, Subscription term, Initial Term, ordered
Professional Services, applicable fees, etc. Each such Order Form shall form an
integral part of this Agreement. In the event of conflict between the terms of
an Order Form and the terms of this Agreement, the terms of the Order Form
shall prevail.
1.6
"Professional Services” means training, solution advising and any other related
consultancy services.
1.7 "Renewal
Term(s)” means successive renewal periods during which The Customer subscribes
to the Services.
1.8 "Services”
means the at all times current version of the web services, associated
software, and other services related thereto provided to the Customer by isolvIT
in accordance with this Agreement. The Services are offered as a Software as a
Service with several subscription types (including but not limited to Monthly
Pre-pay, Yearly Pre-pay, and variations thereof), with the characteristics and
features as described at www.isolvIT.net. In addition, the Services may include
additional services and add-ons, including third party software, as agreed
between the Customer and isolvIT on a Subscription or case-by-case basis.
1.9
"Subscription” means the terms governing among other things the type of
subscription, subscription term, billing frequency, the number of instances,
applicable fees, etc.
1.10 "Trial
Service” (a.k.a. "Monthly Pay-As-You-Go” or "PAYGo”) means a Service, which is
provided for a flat fee, plus usage charges as described on the isolvIT
website; the term of which is no less than one calendar month.
1.11 "Terms of
Use” means the terms and conditions, available at the Web Site from time to
time, to which all Users agree by completing the user registration form
(creating a user account).
1.12 "User(s)”
means all individuals who are authorized to start and/or participate in one or
more the Customer projects. "Company User(s)” means all employees, consultants
or any other individual that works for the Customer, its subsidiaries or any
other of its affiliated companies and who is authorized to participate in
and/or to start an unlimited number of projects under a Company Subscription. A
user under such subscription with an email address containing the Customer’s,
its subsidiaries or any of its affiliated companies, domain name is presumed to
be a Company User. The presumption does not exclude that a Company User
may have an email address using another domain address than the Customer, its
subsidiaries or affiliated companies.
1.13 "Web Site” means isolvIT’s web site at www.isolvIT.net.
2 Services, License Grant,
Restrictions2.1 Subject to
the terms and conditions of this Agreement, isolvIT hereby grants to the
Customer a non-transferable, non-exclusive, non-sublicensable limited term worldwide
right and license for the Customer and Users to access and use the Services.
2.2 isolvIT
reserves the right to implement new versions and upgrades of the Services
including, but not limited to, changes that effect modifications to the design,
operational method, technical specifications, systems, and other functions,
etc. of the Services, at any time without prior notice.
2.3 isolvIT
undertakes, in its sole discretion, to adopt reasonable measures in order to
ensure that the Services are available over the Internet around the clock,
seven (7) days a week. isolvIT shall be entitled to take measures that affect
the aforementioned accessibility where isolvIT deems such to be necessary for
technical, maintenance, operational, or security reasons. the Customer is aware
and acknowledges that the Customer’s access to the Internet cannot be
guaranteed and that isolvIT shall never be liable for deficiencies in the
Customer’s own Internet connections or equipment.
2.4 The
Customer shall be entitled, with or without compensation from Users, to provide
Users with access to the Customer’s Content and the Services provided by isolvIT.
the Customer is aware of and acknowledges that the Customer is fully liable for
the Users to whom the Customer affords access to the Services. the Customer
shall not charge a User any fee for its use of the Services in excess of the
Customer’s direct costs to isolvIT for such User’s participation.
2.5 isolvIT
shall be entitled to retain subcontractors, including third party software
suppliers, for the performance of obligations in accordance with this
Agreement. isolvIT shall be liable for the subcontractors’ work and services in
the same manner as for its own work and services.
2.6 The maximum
number of Reports, Report Size, Refreshes, Access, and storage under a
Subscription will be defined in the Order Form or on the Web Site.
2.7 In the
event the parties have agreed that the Customer should be provided Professional
Services related to the Services, the parties shall mutually agree upon when
such services shall be performed. Onsite training should be called off no later
than six (6) months after the date of order. If not otherwise agreed, isolvIT
shall be compensated by the Customer for direct costs incurred related to
performing Professional Services, such as travelling, allowance, etc. isolvIT
shall have the right to assign training to an acknowledged training partner at
no additional cost to the Customer. It is the responsibility of the Customer to
(a) provide for a suitable location where onsite training can take place
equipped with a computer connected to Internet and to a projector, and (b)
invite and make sure all relevant delegates will attend and to inform about the
time, date, location and necessary preparations.
2.8 If the
Customer has ordered Professional Services the following cancellation policy
shall apply to: (i) Training at client site, Online and at isolvIT
offices and for other services with a pre-defined project scope, agreed number
of resources or agreed number of hours. If isolvIT has received a written
notice at least (i) fourteen (14) business days in advance of the class, the
Customer is entitled to a refund of its payment, (ii) seven (7) business days
in advance of the class, the Customer is entitled to a training class credit
that must be used for another class offered by isolvIT within three (3) months
of the date of the original class. the Customer is not entitled to a refund or
class credit if less than seven (7) business days advance written notice is
given. Failure to provide written notice at least fourteen (14) business days
in advance of the class obligates the Customer to make payment for the full
price of the class; (ii) Other ordered Professional Services should be
terminated with a one (1) week mutual notice period.
2.9 isolvIT
reserves the right to reschedule or cancel the date, time and location of a
training class at any time, including replacing personnel who may be scheduled
to deliver the training. In the event a training class is cancelled, the
Customer is entitled to a full refund unless the training class is cancelled by
isolvIT due to circumstances beyond its reasonable control. In such event is the
Customer entitled to a full training class credit, which must be used within
three (3) months of the date of the original class for another class offered by
isolvIT.
isolvIT shall
not be responsible for any loss incurred by the Customer as a result of a
cancellation or reschedule.
3 Trial Services3.1 Trial
Services are provided strictly "as is”. the Customer may use a Trial Service in
a manner consistent with the terms and conditions of this Agreement, but isolvIT
may, at its discretion, disable certain features of a Trial Service and enforce
time limits on the Customer’s right to use the same.
4 The Customer Obligations4.1 The
Customer shall always comply with the security and administrative regulations
as notified in conjunction with registration, by e-mail, as made available on
the Web Site, or in any other manner. the Customer shall also be responsible
for notifying Users of such regulations and also the User’s fulfilment
regarding such regulations.
4.2 The
Customer shall ensure that all details provided regarding the Customer’s
contact information, billing information and credit card information, where
applicable, are correct and undertakes to update such information as soon as
possible when changes to such information occurs.
4.3 The
Customer shall be responsible for the activities conducted by the Customer and
the Users within the Services and shall use the Services in compliance with
national laws in conjunction therewith. All Content uploaded to, transferred
through, posted, processed or entered into the Services by the Customer and/or
Users shall be the sole responsibility of the Customer.
4.4 The
Customer shall be responsible for monitoring its Content and shall be liable
vis-à-vis isolvIT for ensuring that Content transferred to or handled within
the Services which is processed by the Customer and/or Users does not infringe
any third party rights nor in any other manner violates governing legislation,
and that the Customer and Users possess such necessary Licenses from third
parties as may be required in order to process the Content/use the Services.
4.5 The
Customer undertakes to use the Services in such a manner that such use does not
prevent or disrupt other computer communications or prevent or disrupt the
equipment employed in order to provide and use the Services.
4.6 The
Customer is aware of and acknowledges that it is not permitted to use the
Services in order to gain material in violation of applicable national
law.
4.7 The
Customer undertakes not to use the Services in any manner which may result in
the infringement of any third party’s copyright, or which constitutes a
dissemination of business secret, or may incite a third party to commit or
participate in a crime, or may be understood as constituting a threat, or to
use the Services in any other manner incompatible with the purpose intended.
4.8 The
Customer undertakes not to provide access to the Services to anyone else than
Users who have completed the registration form and thereby agreed to the Terms
of Use. User accounts cannot be shared or used by more than one (1) individual
User. the Customer is responsible for managing the Users right to use the
Services.
4.9 The
Customer shall remain liable for the Users’ use of the Services under this
Agreement and ensure that Users perform their obligations towards isolvIT. To
the extent the Customer is unable to perform an obligation on behalf of a User
or is unable to cause the User to perform the same, the Customer shall
indemnify isolvIT insofar as isolvIT incurs any loss, provided that such loss
is related to the non-performance by the User of its obligations to isolvIT.
4.10 The
Customer shall defend and indemnify isolvIT for any claim, suit or proceeding
brought against isolvIT by Users and/or third parties arising out of or
connected to Content processed by Users/the Customer within the Services or for
which the User/the Customer is otherwise responsible, unless isolvIT is liable
for such claim in accordance with the provisions of section 11, "Limitation of
Liability”, below.4.11 the
Customer is obligated to notify isolvIT regarding any suspected breach of these
provisions.
5 Fees and Payment Terms5.1 The
Customer shall pay compensation for the Services in accordance with the fees
set out in the Order Form or otherwise agreed.
5.1.1 Prepay subscriptions include the first 200,000 records each year; additional refreshes may be purchased by contacting the Customer`s Account Manager at isolvIT.
5.2 All
Services provided by isolvIT shall be debited to the Customer in advance from
the agreed Contract Start Date and the selected period (monthly or annually) as
agreed between the parties. If not otherwise agreed, payment for Professional
Services shall be made against invoice within thirty (30) days. the Customer
may upgrade a Subscription at any time with additional storage, or additional
services as provided. the Customer is not permitted to downgrade a Subscription
without written notice to isolvIT. Any added storage, or services shall be
coterminous with pre-existing Subscription and services. For any Subscriptions,
excess usage and storage (i.e. above the subscribed levels) will be calculated
and charged retroactively with an additional excess usage fee applied by isolvIT
from time to time.
5.3 Payment
shall be made by the Customer against invoice or through use of a credit card
approved by isolvIT. Payment must reach isolvIT in full within thirty (30) days
of the issue date of the invoice or credit card charge. Interest on overdue
payments shall be payable according to law. isolvIT shall be entitled to charge
a fee for any payment reminders and reserves the right to send the same via
e-mail to an invoice reference provided by the Customer. the Customer shall be
responsible for the reasonable costs incurred by isolvIT when collecting
overdue fees.
5.4 the
Customer undertakes to make payment of invoices, in the currency stated on the
invoice, into the account stated on the invoice.
5.5 Without
prejudice to its other rights, isolvIT may temporarily disable the Customer’s
and the Users’ access to the Services in the event the Customer has overdue
payments in excess of twenty (20) days. In addition, isolvIT may terminate a
Subscription, delete and destroy the Customer’s Content and to immediately
terminate this Agreement in the event of overdue payments in excess of thirty (30)
days.
5.6 In the
event of early termination of a Subscription, the Services or the Agreement, the
Customer shall not be entitled to a refund of any prepaid fees.
6 Ownership
6.1 isolvIT
shall hold title to any and all intellectual property rights and technical
solutions to the Services or, in the alternative, shall possess a sole right to
use the same. Such intellectual property rights and technical solutions may only
be used by the Customer in the manner stated in this Agreement. Under no
circumstances shall the Customer or a third party acquire any intellectual
property rights to the Services or to the software or technical solutions used
in the Services, or to any trade mark or any other business mark belonging to
or used by isolvIT. Access to the Services is licensed, not sold.In the event of
an agreed case study or similar between the Customer and isolvIT, all
intellectual property rights to material produced, including but not limited to
photos, quotes, interviews, videos, testimonials, under such work will belong
to isolvIT and may at its sole discretion be used by isolvIT in the marketing
of its services.
6.2 All Content
uploaded to, transferred through, posted, processed or entered into the
Services by the Customer and/or Users shall remain the sole property of the
Customer or its respective legal owner. isolvIT shall have no liability for
such Content.
6.3 The
Customer may not in any way modify, decompile, disassemble or reverse engineer
the Services except as permitted by law.
7 Customer Support
7.1 isolvIT
provides the Customer support by e-mail and telephone regarding the Customers’
enquiries in connection with use of the Services. Such support is provided on
weekdays (excluding US public holidays) during isolvIT’s ordinary office hours
and to the reasonable extent decided upon from time to time in detail by isolvIT.
7.2 Enquiries
and/or error notices must be submitted to isolvIT by e-mail or telephone in
accordance with the contact information available on the Web Site.
8 Personal Data, Privacy,
Disclosure8.1 In order
for the Customer to be able to use the Services, the Customer must enter
certain User data into the Services relating to the Customer’s representatives,
including but not limited to full name, e-mail address, contact details and department
of organization. Following receipt of such data, the Services will enable isolvIT
to administer and otherwise perform its obligations within the scope of the
Services and to ensure that unauthorized persons do not gain access to the
Services.
8.2 In
addition, in order for the Customer to be able to use the Services, the
Customer must also allow isolvIT to store and retrieve session information on the
Customer’s representatives’ end terminal equipment, through the use of
"cookies”. The purpose of such storage and retrieval of information is to
enable the necessary login/logout procedures used in the Services and to ensure
that unauthorized persons do not gain access to the Services.
8.3 The
Customer is aware of and acknowledges that if third party applications are made
available by isolvIT within the Services, the Customer acknowledges that isolvIT
may allow such third party application provider access to Content and personal
data as required for the interoperation of such embedded or linked
applications.
8.4 isolvIT
shall adopt adequate technical systems and operational procedures to protect
the privacy of the Customer and the Users. isolvIT’s information gathering and
dissemination practices are set forth in the Privacy Statement applicable from
time to time, which is available on the Web Site.
8.5 The
Customer accepts that isolvIT is not obliged to disclose information to the
Customer in respect of individual Users use of the Service beyond the available
feature set within the Services.
8.6 The
Customer agrees that isolvIT may disclose the fact that the Customer is a
paying client of isolvIT. In relation thereto, the Customer agrees that isolvIT
may use the Customer’s name and logo to identify the Customer as a the Customer
of isolvIT on the Web Site, and as part of a general list of isolvIT’s the
Customers for use and reference in isolvIT’s promotional and marketing
literature.
9 Security, Passwords, etc.9.1 The
Customer shall ensure that User identities, passwords, and equivalent obtained
by the Customer in conjunction with registration are stored and used in a
secure manner and cannot be accessed and thereby used by third parties. The
Customer shall be liable for any unauthorized use of the Services. isolvIT
shall have no liability for any loss or damage arising from the Customer’s
failure to comply with these requirements.
9.2 Where it is
suspected that any unauthorized person has become aware of a user identity
and/or password, the Customer shall immediately inform isolvIT thereof and also
change such user identity and/or password.
9.3 The
Customer shall be liable for losses or damage incurred by isolvIT where the
Customer intentionally or negligently reveals a user identity/password to a
third party or where a user identity and password otherwise become known to an unauthorized
party, unless the Customer notifies isolvIT immediately upon suspicion that
such has occurred.
9.4 isolvIT
shall adopt reasonable measures to ensure that the security of the Services
meet relevant industry standards. isolvIT’s security measures are set forth in
the Security Policy as applicable from time to time, which is available on the
Web Site.
10 Limited Warranty10.1 isolvIT
warrants to the Customer that the Services will perform substantially and
materially in accordance with its documentation available on the Web Site,
under normal use and circumstances, and for the purpose intended. This warrant
does not apply to Trial Services.
10.2 Except for
the express warranties set forth above and to the extent permitted by law, isolvIT
expressly disclaims all other warranties with respect to the Services, whether
express or implied, including without limitation, fitness for a particular purpose,
accuracy or reliability of results from use of the Services, that the Services
will meet specific requirements, that the Services will be uninterrupted,
completely secure, free of software errors, or that defects and deficiencies in
the Services will be corrected.
11 Limitation of Liability11.1 Subject to
the limitations set forth in this Agreement, each Party shall only be liable
for direct damages.
11.2 In the
event of major defects that seriously impede the Customer’s use of the Services
and that are attributable to isolvIT, isolvIT undertakes to act to rectify such
defect without unreasonable delay. In the absence of intent or gross negligence
by isolvIT, isolvIT otherwise assumes no responsibility for defects or
deficiencies in the Services. Error notification must be given by the Customer
in accordance with the instructions announced by isolvIT and within a
reasonable time of the discovery of the defect.
11.3 The
Customer shall not be entitled to a reduction in payment, or to damages or
other sanctions in the event of operational disruption or errors that impede
data traffic that are not due to negligence by isolvIT.
11.4 isolvIT
shall defend and indemnify the Customer from and against any damage, cost and
expense (including reasonable attorneys` fees) finally awarded or agreed in a
settlement by isolvIT as a result of any claim, suit or proceeding brought
against the Customer based on a claim that the authorized use of the Services
furnished by isolvIT under this Agreement constitutes an infringement of any
third party intellectual property right; provided that isolvIT has been
notified promptly in writing of such claim, and given authority, information,
and assistance to handle the claim or the defense of any suit, proceeding or
settlement and that the Customer has not compromised or settled the claim, suit
or proceeding without isolvIT’s prior written consent, and provided further
that isolvIT shall have no obligations under this section 11 to the extent any
claim is based on the combination or use of the Services with other
software, hardware or services not furnished by isolvIT or use of the Service
in a manner prohibited under this Agreement, in a manner for which it was not
designed where the Services would not otherwise itself be infringing.
11.5 In the
event that the Services in such suit or proceeding are held to constitute an
infringement, or if in isolvIT’s reasonable opinion the Services may constitute
such infringement, and/or its further use is enjoined, isolvIT shall, at its
own expense and at its option, either: (i)
procure for the Customer the right to continue the use of the Services, or; (ii) replace the Services with non-infringing services of materially equivalent
function and performance, or; (iii) modify the Services so that it becomes
non-infringing without materially detracting from function or performance.
Should none of
these measures be technically, commercially or economically reasonable to isolvIT,
then either party may terminate this Agreement. Upon such termination, isolvIT
shall refund the amount of fees paid in advance in respect of not yet used
Services.11.6 Each
party’s liability under this Agreement shall, except for what is stated under
Sections 4, 9.3, 11.4, 13 or 17, under all circumstances be limited to direct
losses in an amount corresponding to the agreed fees paid by the Customer for
the Services during the period of twelve (12) months immediately prior to the
breach of contract that entitles a Party to damages. The foregoing shall not
limit the Customer’s payment obligations under section 5 above.
11.7 Except as
set forth in Section 11.6 above when there shall be no limitation, under no
circumstances shall a party be liable for indirect or consequential losses,
including but not limited to loss of profits or anticipated savings, loss of
revenue, loss of Content or any other data.
11.8 A party
may claim sanctions in accordance with the above only where the party provides
the other party with a written notice thereof not later than sixty (60)
calendar days after the party knew, or should have been aware, of the grounds
for the claim.
12 Force Majeure12.1 A party
shall be released from liability in damages and other sanctions where the
performance of a specific obligation (other than for delay in the payment of
amounts due and payable hereunder and the maintenance of confidentiality) is
prevented or rendered onerous due to circumstances beyond a party’s control and
which could not reasonably have been foreseen. Such force majeure events
include, inter alia, labor conflicts, lightning, fire, decisions of public
authorities or other public regulations, errors in another operator’s network,
delays in services from subcontractors due to events as stated above, general
scarcity of transport, goods, or energy, or other similar circumstances.
12.2 Where a
party’s performance is prevented for a period in excess of three (3) months due
to an event as stated above, either party shall be entitled to terminate the
Agreement in writing without any obligation to pay compensation.
12.3 Governing
Law. All questions concerning the validity, operation, interpretation, and
construction of this Agreement shall be governed by and determined in
accordance with the laws of the United States and the State of Massachusetts,
without regard to the choice of law and conflict of laws provisions thereof.
The Parties agree that any suit brought in connection with this Agreement shall
be brought in the federal or state courts in Massachusetts. Each party hereby
irrevocably waives any objection to venue, including any objection based on the
grounds of forum non conveniens, that such party now has or hereafter may have
to the bringing of any action or proceeding in such jurisdiction.
13 Confidentiality, etc.13.1 isolvIT
undertakes not to disclose to any third party, or otherwise make available,
information received by isolvIT from the Customer or Users within the scope of
the Agreement. Furthermore, any other information received by a party that in
any way relates to the other party, including but not limited to any business,
financial, scientific, intellectual property, the Customer or potential the
Customer related, technical or operational information shall be considered
confidential and shall not be disclosed to any third party The above confidentiality
obligations shall not apply to such information as a party can
demonstrate became known to that party other than pursuant to this
Agreement or which is in the public domain. Nor shall the duty of
confidentiality apply where a party is obligated to provide information
pursuant to legal provisions, public authority regulations or court orders. The
duty of confidentiality shall remain in force notwithstanding the termination
of the Agreement.
13.2 isolvIT
shall be entitled to review Content, which is posted through the Services’ web
publication features, for the purposes of providing Support. isolvIT also
reserves the right to analyze usage patterns in an aggregated form.
13.3 Except for
Content mentioned above and other than pursuant to the Customer’s instructions,
legal provisions, public authority regulations or court orders, isolvIT shall
not be entitled to review Content processed by the Customer via the Services.
14 Amendments
14.1 isolvIT
reserves the right to amend the terms and conditions of this Agreement. the
Customer shall be informed of such amendments by e-mail or through the
information being made available on the Web Site. the Customer shall be deemed
to have received such notice within two (2) weeks of the notice being sent by
e-mail or made available on the Web Site. Where the Customer does not accept
the amendment, the Customer shall be entitled, within thirty (30) calendar days
from the date of dispatch of the e-mail or, where appropriate, thirty (30)
calendar days from the amendment being published on the Web Site, provided that
the changes have an adverse effect, that could not be considered as minor, on the
Customer, to terminate the Agreement with immediate effect. Where the Agreement
is not terminated by the Customer within the aforementioned time, the Customer
shall be deemed to have accepted the new terms and conditions.
15 Term of Agreement and
Termination, etc.15.1 This
Agreement shall enter into force upon acceptance by the Customer of these terms
and conditions through execution of this Agreement online during Subscription
sign-up, or acceptance by the Customer of these terms and conditions in an
Order Form, frame agreement, or in any other form.
15.2 The
Initial Term is equal to the contract/billing term selected by the Customer
during sign-up or, when applicable, agreed upon in the Order Form or in any
other form. Even if a Subscription has more than one billing term, the Initial
Term shall still, when applicable, equal to the agreed contract term.
15.3 Upon
expiration of the Initial Term, this Agreement will be automatically renewed
with successive renewal terms at isolvIT’s then current terms and conditions.
For Subscriptions, the Renewal Term is equal in duration to the forward looking
billing term as selected online by the Customer or as stated in the Order Form,
or when applicable the duration of the agreed contract term and with agreed
billing terms. For other Subscription types, the Renewal Term is equal to the
Initial Term or as otherwise stated in an Order Form or mutually agreed upon.
15.4 This
Agreement can be terminated by either party subject to written or online notice
of termination as stated below or in the Order Form, effective only at the end
of the then current contract term and provided that all accrued and/or
prepaid fees are paid in full. For Subscriptions, such notice of termination
must be given by the Customer, when applicable, in the Services at least thirty
(30) days prior to the next contract term.
15.5 Upon
termination of a Subscription or the Agreement, isolvIT shall not be
responsible for the Content generated by the Users/the Customer within the
scope of the Subscription in question or the Services. Accordingly, it is the
sole obligation of the Customer to ensure that it possesses the necessary information,
etc. of the Content that it desires to retain when the Subscription is
terminated.
15.6 Upon the
active termination of a Subscription by the Customer, isolvIT shall be entitled
to immediately delete and destroy all Content within the scope of the
Subscription. In the event of expiration of the subscription term of a
Subscription and in the absence of the Customer’s renewal of the same, isolvIT
shall be entitled to delete and destroy such Content thirty (30) calendar days
following the expiration date.
15.7 Upon
termination of a Subscription or this Agreement for any reason, isolvIT shall
be entitled to and undertakes to permanently delete and destroy all copies of the
Customer’s Content related thereto within a timeframe reasonable relating to the
back-up and administrative procedures applied by isolvIT from time to time.
15.8 Sections
11 and 13 shall survive any termination of this Agreement.
16 Access Restrictions, Early
Termination16.1 isolvIT
shall be entitled, with immediate effect, to disable the Customer’s or a User’s
access to a Subscription or to the Services or to terminate the Agreement
at any time in writing where: (a) the Customer or a User uses the Services in a
manner that entails the perpetration of a crime; (b) the Customer or a User
uses the Services in a manner that occasions losses or the risk of loss for isolvIT
or any third party; (c) the Customer or a User uses the Services in a
manner that violates isolvIT’s security or administrative regulations; (d) it
may be reasonably assumed that continued dissemination of Content violates
governing law; (e) notwithstanding reminders, the Customer fails to pay agreed
fees to isolvIT within a stated time; (f) the Customer or a User uses the
Services in a manner whereby the Customer utilizes resources or seeks
unauthorized access to isolvIT’s systems which are not intended for the
Customer; (g) the Customer otherwise fails to comply with the Agreement
and such breach of contract is material; (h) the Customer or a
User does not comply with the export laws and regulations of the United
States and other applicable jurisdictions in using the Services or (i) the
Customer is placed into insolvent liquidation or is otherwise insolvent.
16.2 The
Customer shall be entitled to terminate the Agreement at any time in
writing where: (a) operational disruptions or data traffic errors occur to such
an extent that the Customer does not have access to the Services during a
period in excess of one (1) month; (b) isolvIT is in material breach of its
obligations under the Agreement and fails to effect rectification within
fourteen (14) days of a demand therefore; or (c) isolvIT is placed into
insolvent liquidation or is otherwise insolvent.
17 Assignment17.1 isolvIT
shall be entitled, in whole or in part, to assign its rights and obligations
under the Agreement to a company within the same de jure or de facto group of
companies as isolvIT or to a purchaser of all or substantially all of its stock
or assets without the Customer’s prior consent.
17.2 Save for the
provisions of section 2.5, the Customer shall not be entitled to assign its
rights or obligations under this Agreement without isolvIT’s prior written
consent.
18 General Provisions18.1 This
Agreement has been prepared in the English language and the same shall be
controlling in all respects. Any non-English versions of this Agreement are
provided solely for accommodation purposes.
18.2 If any
provision of this Agreement is declared unenforceable for any reason, the
remainder of this Agreement will continue in full force and effect, and the
unenforceable provision shall be amended to the extent possible and permitted
by law to achieve as nearly as possible the same intent and economic effect as
the original provision.
19 Acceptance19.1 By accepting this agreement, you acknowledge and
understand the terms and conditions of this binding contract, as the Customer
Representative.
19.2 If you would like a physical
copy of this agreement, please contact your account representative.
Click to accept and continue