Customers may designate Users as set forth in this Agreement. Customer is responsible for all use and misuse of the Subscription Services that occurs under Users' login credentials and for any breach of this Agreement by any Users. Customer will promptly notify Company of any unauthorized access or use of which Customer becomes aware.
Customer and its Users may only access and use the Subscription Services for the Permitted Use.
Customer will not (and will use diligent efforts to ensure that its Users do not):
Breach of this Section, based upon Company's reasonable belief, may result in a Suspension Event.
To the extent Customer uses (a) a provider to submit invoices on its behalf; or (b) the services of an aggregator ("Aggregator"), such Aggregator will be considered Customer's agent and Customer:
Neither Aggregator or Customer will use any bots or scripts to interact with the Subscription Services. Customer assumes all responsibility for the Aggregators interaction with the Subscription Services and submission of the electronic data to the Subscription Services.
Company may make its application programming interfaces (APIs), API access tokens, HTML scripts, data import tools, or other related software available to Customer as part of the Subscription Services (collectively, "Company APIs"). Company authorizes Customer to use any such Company APIs set forth in the applicable Order during the Subscription Term solely to access and use the Subscription Services for the Permitted Use, subject to the fees and restrictions on API usage that are set forth in the applicable Order. Customer agrees not to distribute, disclose or make available the Company APIs to any third party or (unless the parties separately agree otherwise in writing) to distribute, disclose or make available any software application or website that incorporates or calls the Company APIs.
Customer agrees that Company may use Sub-processors, including to host and access Customer Data, in order to assist Company in providing the Services. Customers agree to subscribe to the email update service set forth on the URL and maintain an up-to-date email address to receive updates (each a "Sub-Processor Update"). If Customer objects, on a reasonable basis, to a new Sub- processor that is added via a Sub-processor Update, Customer will provide written notice to Company at info@fincore.rs within fifteen (15) days after receipt of such Sub-processor Update, specifying in detail its objection to such Sub-processor. The parties will work together without unreasonable delay to recommend an alternative arrangement. If a mutually acceptable and reasonable alternative arrangement is not agreed, Customer may terminate the affected Services without penalty. This termination right is Customer's sole and exclusive remedy if Customer objects to any new Sub-processor. This provision does not limit any additional terms for Sub-processors under a DPA.
Companies may collect and use Usage Data to operate, improve, secure and support the Subscription Services and for other lawful business purposes. However, the Company will not disclose Usage Data externally unless it is de-identified so that it does not identify Customer or its Users. For clarification, Customer Data excludes Usage Data.
For each usage-based Subscription Services subscribed to in an Order, if Customer's usage exceeds the tier maximum for the tier in which Customer is charged in any Subscription Year, Company will realign Customer to the applicable higher tier and invoice Customer for the difference between the current tier's Subscription Fee and the higher tier's Subscription Fee. If Customer's usage exceeds the highest tier on the Order [and no fee identified], the parties will negotiate an appropriate Subscription Fee in good faith via an amendment to the Order.
Company may audit Customer's use of Subscription Services, and on 15 days' advance written notice, Company may request reasonable assistance from Customer. Customers will cooperate with the audit, including by providing access to any books, computers, records, or other information that relate or may relate to use of Subscription Services. Such an audit will not unreasonably interfere with Customer's business activities. If Company discovers unauthorized use, reproduction, distribution, or other exploitation of Subscription Services more than by 5% of the fees that would have applied to authorized exploitation, Customer will reimburse Company for the reasonable cost of the audit, or of the next audit in case of discovery without an audit, in addition to such other rights and remedies as Company may have. Companies may not conduct an audit more than once per year.
If Customer gives Company feedback regarding improvement or operation of the Services ("Feedback"), Company may use the Feedback without restriction or obligation. All Feedback is provided "AS IS" and Company will not publicly identify Customer as the source of the Feedback without Customers permission. Unless mutually agreed in writing, Company has not agreed to and does not agree to treat as confidential any Feedback Customer provides to Company and nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Company's right to use, profit from, disclose, publish, keep secret or otherwise exploit Feedback, without compensating or crediting Customer. Feedback will not be considered Customer's Confidential Information or Intellectual Property Rights.
Company will maintain commercially reasonable administrative, technical and procedural safeguards designed to safeguard the Customer Data from unauthorized access, disclosure or loss.
If required, the parties will enter into and adhere to the Data Processing Agreement.
Companies may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Customer's internal evaluation during the period designated on the Order (or if not designated, 30 days). Either party may immediately terminate Customer's use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in the Agreement, the Company offers no warranty, indemnity, SLA or Support for Trials and Betas and its liability for Trials and Betas will not exceed AED1,000.
Upon Customer's request, Company may integrate with certain Third Party Applications separately licensed by Customer for use in connection with the Subscription Services. These Third Party Applications are not part of the Subscription Services, and this Agreement does not apply to such Third Party Applications, even if Customer elects to integrate Third Party Applications with the Subscription Services. Each Third Party Application is made available exclusively in accordance with the terms and conditions of the end user license agreement accompanying it, and the Company has no liability whatsoever with respect to Third Party Applications or any transfers of data to such Third Party Applications.
FINCORE DIGITAL IS NOT A LAW FIRM AND DOES NOT OFFER LEGAL ADVICE.
Company, including its employees and agents and the Services offered by Company, does not offer any legal advice, recommendations, opinions, representation, referrals, or counseling. Company does not bear any liability in respect of quality or compliance of Customer Data uploaded, automated or generated by Customer.
Customer retains all right, title and interest in the Customer Data. Customer is responsible for the content and accuracy of Customer Data. Customer represents and warrants that it has all rights, permissions and consents necessary (a) to collect, store and process all Customer Data, including all Personal Data, in the Subscription Services, (b) to grant Company the limited license to use Customer Data as set forth in this Agreement, and (c) for any transfer or disclosure of Customer Data among Users or as otherwise authorized by Customer. If an individual whose Personal Data is hosted by Company in connection with the Subscription Services requests access to their Personal Data, Customer is responsible for providing reasonable access to, modification of, or deletion of their Personal Data and in addition, handling any claims, disputes or proceedings. Company will assist with any of the above at either Customer's or the individual's request at its standard billing rates, subject to execution of an SOW.
Customer authorizes Company's use of Customer Data to provide and maintain the Subscription Services, and to provide Professional Services and Maintenance and Support to Customer, including without limitation by making Customer Data available for viewing, download and modification by Users. Provided that it has been aggregated with other data and anonymized such that neither Customer nor any individual can be identified as the source of the data to external third parties, Company may use Customer Data for product improvement, analysis, benchmarking, and similar purposes.
This Agreement will begin on the date the parties entered the initial Order and continue in effect until the expiration or termination of the last Subscription Term hereunder, unless terminated sooner as provided herein (the "Term"). Multiple Orders may be in effect at any given time during the Term. The term of each Order (including any renewals thereto, the "Subscription Term") will begin on the effective date of such Order and, unless terminated sooner as provided in the Agreement, will continue until the later of: (a) the completion of all Professional Services purchased under such Order, and (b) the expiration of all Subscription Services under such Order. Termination or expiration of any Order will leave other Orders unaffected. Customers cannot terminate the Agreement prior to its expiration.
Each Order is in effect for the Subscription Term specified in the Order. Unless the Order states otherwise, each Order will automatically renew for successive periods matching the initial Subscription Term unless (a) the parties agree on a different renewal Order, or (b) either party notifies the other of non-renewal as specified in the Order at least 90 days prior to the end of the current Subscription Term.
Either party may terminate an individual Order or this Agreement in its entirety, immediately if the other (a) fails to cure a material breach of this Agreement, if capable of cure, within 30 days after notice from the other party specifying the nature of the breach, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if such proceeding is instituted against that party and not dismissed within 60 days.
Upon expiration or termination of an individual Order or this Agreement for any reason: (a) with respect to termination of the entire Agreement, all Orders will concurrently terminate; (b) all rights and obligations of the parties under this Agreement will cease except that the following Sections survive any such termination or expiration: (Defined Terms), (Fees and Payment) (with respect to amounts accrued but unpaid as of the effective date of termination), (Sub-processors), (Usage Data), (Feedback), (Security), (DPA), (No Legal Advice), (Customer Data), (Effect of Termination), (Data Export and Deletion), (Intellectual Property), (Confidentiality), (General), (Disclaimer), (Liability Limitation; Damages Exclusion), (Indemnification) and (General); (c) notwithstanding any provision of any surviving section, Customer will have no further right to use the Subscription Services under the terminated or expired Order; and (d) Customer will not be entitled to any refund of fees paid except if Customer, pursuant to Section (Termination for Cause), has terminated an Order for Company's uncured breach of the Performance Warranty set forth in Section (Limited Warranty for Subscription Services), or the Professional Services Warranty set forth in Section (Limited Warranty for Professional Services), then Customer will be entitled to the applicable refund specified in (Remedies). Upon termination, subject to (Data and Export Deletion), each party will destroy all Confidential Information of the other party in its possession received under this Agreement and will not make or retain any copies of such Confidential Information except as required to comply with any applicable Laws or reasonable internal record-keeping or information technology policies. Notwithstanding the foregoing, non-destruction of electronic copies of materials containing or reflecting Confidential Information that are automatically generated through data backup or archiving systems will not be deemed to violate this Agreement, so long as the Confidential Information contained therein is not disclosed or used in violation of the other terms of this Agreement.
For 30 days following: (a) termination of this Agreement, or (b) expiration or termination of an Order or (c) as otherwise agreed in writing by the parties pursuant to a Statement of Work (each an "Export Period"), Customer will be granted access to the Subscription Services for the purpose of exporting Customer Data from the Subscription Services using the built-in functionality to export such data during the Export Period. Following conclusion of the Export Period, Company will delete the Customer Data in the Subscription Services in accordance with Company's then-current retention policy. During the Export Period, the terms of the Agreement will continue to apply to each party.
As between the parties, Company retains all right, title and interest in and to (a) the Subscription Services (including but not limited to the underlying software, source code, design modules, organization, format, algorithm and other technology used to provide it) and all Intellectual Property Rights therein; (b) all electronic and print Documentation and other content and data (excluding Customer Data) made available through the Subscription Services; and (c) Professional Service Deliverables. Except for Customer's rights to access and use the Subscription Services set forth in this Agreement, nothing in this Agreement licenses or conveys any of Company's Intellectual Property Rights to anyone, including Customer.
Recipient will (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without Discloser's prior approval, except as permitted in this Agreement and (c) protect Confidential Information using at least the same precautions it uses for its own similar information and no less than a reasonable standard of care.
Recipients may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, Sub-processors for Company), provided it remains responsible for their compliance to confidentiality obligations no less protective than as set forth in this Agreement.
These confidentiality obligations do not apply to information that Recipient can document (a) is or becomes public knowledge through no fault of Recipient, (b) it has rightfully known or possessed, without confidentiality restrictions, prior to receipt from Disclosure, (c) it rightfully received from a third party without confidentiality restrictions, or (d) it independently developed without using or referencing Discloser's Confidential Information.
Breach of this Section 8 may cause substantial harm for which monetary damages are an insufficient remedy. Upon breach of this Section, Disclosure is entitled to seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction in addition to other remedies.
Recipients may disclose Confidential Information to the extent required by Laws. If permitted by Law, Recipient will give Disclosure reasonable advance notice of the required disclosure and reasonably cooperate, at Discloser's expense, to obtain confidential treatment for the Confidential Information. Notwithstanding such required disclosure, the disclosed Confidential Information shall continue to be treated as Confidential Information between the parties.