You (hereinafter referred to as the "customer") should carefully read the following terms before using the "IMPACTs Software as a Service" (hereinafter referred to as "IMPACTs SaaS") provided by Cresense Co., Ltd. (hereinafter referred to as "CRIS"). Using this "software as a service" means that you accept the following terms.
1. Involved scope and objectsCRIS and the customer agree that the "IMPACTs SaaS" orders obtained by the customer from CRIS direct sales or authorized distributors will be bound by this contract. When CRIS accepts or updates a customer order, the terms of this contract will become effective (hereinafter referred to as the "effective date"), and will continue to be effective until terminated in accordance with the terms of this contract.
2. The composition of the contractThis contract consists of the following files (hereinafter referred to as "support information"):
- Service contract
- Service Level Agreement
- Service order
- Attachment or appendix
3. The orderCustomers can directly sell through CRIS or order IMPACTs SaaS through authorized distributors. The order period of IMPACTs SaaS is stated in the applicable order or support information (hereinafter referred to as the "SaaS order period"), and starts from the day IMPACTs SaaS is provided to customers.
4. Access rightsi. Customers are responsible for the use of IMPACTs SaaS. The customer agrees to keep the account and password confidential. If the customer believes that there is an unauthorized use of the customer's account or password, he must report it to CRIS immediately.
ii. If the customer or customer relationship customer is a competitor of CRIS, the customer is not allowed to access or use IMPACTs SaaS, but does not include those who have obtained the prior written consent of CRIS. In addition, customers are not allowed to access or use IMPACTs SaaS or any other related software for monitoring its availability, performance or functionality, or for any benchmarking or competitive purposes.
5. Use restrictionsWithout explicit permission, IMPACTs SaaS solutions can only be used for customers' internal business and not for commercial activities. Customers will comply with the following usage restrictions: i. Do not exceed any usage restrictions stated in the contract or support materials;
ii. Unless expressly permitted by the contract or supporting materials, it is not allowed to sell, resell, authorize, sublicense, rent, rent or distribute IMPACTs SaaS solutions, or incorporate IMPACTs SaaS solutions into services or outsourced products, or for any third party’s purpose. Benefit to provide any part of IMPACTs SaaS solution;
iii. Do not copy or reproduce any part, feature, function or user interface of the IMPACTs SaaS solution;
iv. Do not destroy the integrity or effectiveness of IMPACTs SaaS solutions;
v. Do not use IMPACTs SaaS to submit, send or store SaaS information provided by customers, and the content of these information involves obscenity, threats, defamation or deception, infringement of the privacy rights of any third party, or infringement or misappropriation of intellectual property rights;
vi. Do not use IMPACTs SaaS to damage or cause harm to third-party systems or the environment;
vii. Do not access IMPACTs SaaS solutions to create competitive products or services;
viii. Do not reverse engineer the IMPACTs SaaS solution;
ix. Without the explicit prior written consent of CRIS, no information on the operation of the IMPACTs SaaS solution may be disclosed to any third party;
x. It is not allowed to participate in a third party's security test of IMPACTs SaaS. This is not the case if the third party has signed a written confidentiality agreement with CRIS.
xi. The customer agrees that in the process of using IMPACTs SaaS, the customer may obtain or learn the following related information, including but not limited to the performance, reliability or stability of IMPACTs SaaS, system operation, technical knowledge, technical process, ideas, Information on algorithms, software design and architecture (hereinafter referred to as proprietary information"). Between the two parties, this kind of proprietary information belongs entirely to CRIS. After the SaaS order deadline, customers should keep confidential and protect such information, and must not disclose proprietary information to any third party.
6. payment termsi. CRIS direct sales: The following terms and conditions apply to CRIS direct sales to customers.
1. Price and taxes: CRIS will provide a written quotation for the price. If there is no written quotation, when a customer submits an order to CRIS, the price will be stated on IMPACTs' website or IMPACTs' public pricing. The price does not include taxes, service fees and surcharges, unless the customer has provided an appropriate exemption certificate before providing the relevant IMPACTs SaaS.
2. Invoice and payment: The customer agrees to pay the amount on the invoice within 7 days of the CRIS invoice date.
ii. Cooperative channel sales: The following terms and conditions apply to the sales of CRIS authorized dealers to customers. The terms and conditions of prices, taxes, invoices and payment shall be fully agreed between CRIS authorized distributors and customers.
7. Information provided by customersi. During the period when the customer accesses or uses the IMPACTs SaaS solution, the customer shall bear the responsibility for the data, text, audio, video, pictures, software and other content entered into the IMPACTs system (hereinafter referred to as "SaaS data provided by the customer") Full responsibility.
ii. For the SaaS information provided by the customer, the customer is the sole owner of all rights, qualifications and benefits.
iii. In order for CRIS to provide IMPACTs SaaS solutions, customers must provide CRIS with all necessary rights to process SaaS data provided by customers.
iv. CRIS will only use the SaaS information provided by the customer when necessary, such as providing IMPACTs SaaS, technical support, or in response to legal requirements.
8. Personal InformationIf CRIS handles customer personal data (as defined below) in the process of providing IMPACTs SaaS solutions, CRIS shall only process such customer personal data in accordance with the scope of this contract, and abide by CRIS as a service provider and a processor of customer personal data Applicable data protection regulations to be followed. ※"Customer's personal data" refers to the personal data processed by CRIS in the process of providing IMPACTs SaaS services under the control of the customer and his organization.
9. data securityCRIS will use appropriate technologies and measures to protect customers' personal data and SaaS data provided by customers.
10. Effectivenessi. CRIS's ability to provide IMPACTs SaaS solutions will depend on the reasonable and timely cooperation of customers, as well as the accuracy and completeness of any customer information necessary to provide IMPACTs SaaS products.
ii. CRIS shall provide IMPACTs SaaS services in accordance with the announcement or additional service level agreement (hereinafter referred to as "SLA").
iii. CRIS does not guarantee that the functions of IMPACTs SaaS will meet customer requirements and that the operation will be uninterrupted or error-free.
11. OperationDuring the SaaS order period, CRIS will not significantly reduce the functionality of IMPACTs SaaS (according to the support information): i. CRIS may modify the system and environment used to provide IMPACTs SaaS products;
ii. CRIS reserves the right to change the IMPACTs SaaS solution, as long as CRIS believes that the change is necessary or beneficial to maintain or improve the quality of the services CRIS provides to customers, or to enhance the competitive advantage, cost-effectiveness or performance of the service.
12. Relevant software licenseCRIS provides software related to IMPACTs SaaS solution. CRIS grants customers a non-exclusive and non-transferable license to use the CRIS brand software or Release the product. Unless otherwise stated in writing, the customer can only use the licensed software for internal purposes and not for further commercial activities. The customer can only copy and rewrite the licensed software for archival purposes or when necessary in the process of using the licensed software. The customer agrees that, unless permitted by law, it will not modify, reverse engineer, de-assemble, decrypt, decompile, or make any derivative works of the licensed software, unless permitted by law, the customer will provide CRIS Detailed information about these events. For non-CRIS branded software, its use will be governed by the third-party license terms. Unless with the written permission of CRIS, the customer may not sublicense, distribute, transfer, rent or lease the licensed software.
13. Warrantyi. CRIS will fulfill the IMPACTs SaaS warranty, carried out by qualified personnel, and uphold a skilled attitude.
ii. CRIS does not guarantee that IMPACTs SaaS will be uninterrupted or error-free.
iii. If CRIS provides customers with a free IMPACTs SaaS order period, including but not limited to IMPACTs SaaS provided on an evaluation or "freemium" basis, CRIS does not assume all guarantees and responsibilities.
iv. In the event of modification, abuse, damage not attributable to CRIS, failure to comply with the instructions, or otherwise specified in the supporting materials, the CRIS warranty will not apply.
14. Intellectual property rightsThis contract will not transfer the ownership of any intellectual property. The customer grants CRIS non-exclusive, global, royalty-free rights and licenses, and may use CRIS and its designated persons to deliver any necessary intellectual property of the IMPACTs SaaS solution, including the SaaS materials provided by the customer.
15. Infringement of intellectual property rightsi. CRIS will defend or settle any claim for the infringement of the intellectual property rights of third parties by the CRIS brand products or services provided under this agreement.
ii. CRIS relies on customers to notify the relevant claims in time and cooperate with CRIS to defend.
iii. In order to avoid infringement and substantially similar situations, CRIS may modify products or services, or obtain authorization. If these options are invalid, CRIS will refund the remaining balance of the prepaid amount of any impacted and undelivered IMPACTs SaaS solution to the customer.
iv. CRIS is not responsible for claims caused by the SaaS information provided by the customer, or any unauthorized use of IMPCATs SaaS.
v. CRIS will not be responsible for claims caused by the SaaS data provided by the customer, customized configuration, and design provided by the customer or executed in accordance with the customer's instructions.
vi. Any claim against CRIS due to the SaaS information provided by the customer, customized configuration, execution provided by the customer, or executed in accordance with the customer's instructions, will be defended and settled by the customer.
16. Limitation of Liabilityi. CRIS's liability to customers in accordance with this contract is limited to the actual amount received by CRIS before the act that caused the claim or the negligence of duty occurred within twelve months in accordance with this contract. This restriction applies to CRIS, its employees, affiliates, contractors, and suppliers. The customer and CRIS are not liable for loss of revenue or profit, downtime costs, loss or damage of data, or indirect, special or derivative costs or damages. ii. If CRIS provides customers with a free SaaS order period, including but not limited to IMPCATs SaaS solutions provided on the basis of evaluation or "freemium", then the IMPCATs SaaS solutions or licensed software provided to customers will cause loss or In the event of damage, CRIS shall not be liable to the customer, the customer's customer or any third party.
17. SuspensionCRIS may suspend the customer's right to access and use the IMPACTs SaaS solution in the following circumstances: the customer does not pay on the due date, the customer violates the specifications of this contract, or the customer uses IMPACTs SaaS illegally. Customers still need to pay the fees as of the suspension date, including usage fees and data storage fees.
18. TerminationIf either party fails to fulfill any major obligations and fails to correct the breach within a reasonable time after receiving the written notice of relevant details, the other party may terminate this contract. If either party is unable to repay, unable to pay the debt when it is due, file for bankruptcy or be taken over by bankruptcy or transfer of assets, the other party can terminate this contract and cancel any unfulfilled obligations. When the customer's access and use rights are suspended in accordance with Article 17, CRIS may terminate this contract. In this contract, any terms that essentially extend beyond the termination or expiration of this contract will continue to be effective until performance and will apply to their respective successors and licensed assignees.
19. Expiry or termination effectiveExcept for termination due to CRIS's serious breach of this contract, the termination of this contract will not give the customer the right to receive any refund of all or part of the fee, and the payment obligation cannot be cancelled. When the SaaS order period expires or terminates, unless otherwise specified in the supporting information, CRIS may prohibit all customers from accessing and using IMPACTs SaaS, and customers should immediately return any authorized software provided by IMPACTs SaaS solutions to CRIS or destroy them as required .
20. General termsi. This contract means that both parties have a complete understanding of the main issues and replace any previous exchanges or agreements that may exist.
ii. The modification of this contract will be agreed by both parties.
iii. This contract will be governed by the laws of the country where the CRIS entity is located, and the place where the order is accepted has the jurisdiction of the local courts; however, CRIS or its affiliates may file a lawsuit in the country where the customer affiliate placed the order.
iv. This contract can only be transferred by either party with the prior written consent of the other party. Notwithstanding the foregoing provisions, CRIS may, without the prior consent of the customer, transfer this contract to a subsidiary, subsidiary or merger-related object, carry out reorganization, transfer all or most of the ownership of CRIS stock, or sell all or most of its shares with this contract. CRIS assets related to the contract.
v. Any delay or failure by either party to exercise any of the rights below will not constitute or be deemed a waiver or loss of such rights. It must be in writing and signed by the authorized representative of the party trying to enforce the waiver before the waiver can take effect.