SaaS Subscription Agreement

SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT

Effective Date: February 20, 2017

Throughout the Software as a Service Subscription Agreement (sometimes “SaaS Subscription Agreement” or “Agreement”) and referenced Terms of Use (available at http://criterion508.com/saastermsofservice), the terms “we”, “us” and “our” refer to Criterion 508 Solutions, Inc. including its parent entities and wholly-owned subsidiaries (the “Service Provider”). By ordering and/or using our SaaS Services you agree to be bound by the terms and conditions as set forth hereinbelow, as well as the referenced Terms of Use, and as amended from time to time without notice. Our Privacy Policy, Terms of Use, and any other policies, rules or guidelines that may be applicable to particular offers or features on the sites and services are also incorporated into this SaaS Subscription Agreement. Additionally, Customers (defined below) will execute one or more order forms (“Order”) that may include additional terms and conditions which are included as part of the terms of this Agreement and incorporated by reference.

Description of SaaS Services

  1. BASIC ACCESS. The SaaS Services include access by you (“Customer”) and your licensed users (“Users”) (collectively referred to as “Authorized Users”) through the SaaS Customer Web-based Portal (“Portal”) and/or Mobile App(s). Customer agrees that he/she/it is responsible for the actions of he/she/its Users and agree that all Authorized Users will be bound by the terms and conditions as set forth in this Agreement, the Terms of Use, the Privacy Policy, and any applicable Orders prior to their grant of access to the SaaS Services. Customer further agrees that only Authorized Users will be granted access to the SaaS Services.
  2. HOSTING AND MANAGEMENT SERVICES. The SaaS Services include the following managed services:
    • Network administration, including communications between the gateway and the network operations center through Customer provided cellular wireless transmission or Ethernet connection
    • Software administration
    • Data administration
    • Periodic over-the-air upgrades
  3. AUTHORIZED USER LICENSE (WEB PORTAL). The Authorized User License for the number of Authorized Users set forth in the Order(s) includes on-going hosting enabling access to the Portal.
  4. INSTALLATION/ACTIVATION SERVICES: Customer may elect to receive any of the following Installation Services from Service Provider: We currently do not provide any installable services.
  5. SUPPORT SERVICES. Support Services include unlimited remote service and support during normal business hours and 24x7 for emergency support. Customer will designate one individual who will be the authorized point of contact for all technical support communications between Service Provider and Customer at all times. Service Provider will use commercially reasonable efforts to keep the SaaS Services available on a 24 hour a day, 7 days a week basis, via web site access utilizing the Minimum Configuration, subject to occasional scheduled downtime (during non-working hours, for short periods of time, typically on Sundays and communicated in advance) for maintenance purposes, unforeseen maintenance and systems outages, or routine testing of the SaaS Services. As used herein, “Minimum Configuration” means the minimum configuration of Customer hardware and software required to access the SaaS Services, which, shall be that Users have an Internet connection with sufficient bandwidth and a compatible, updated browser, such as Chrome, Firefox, Safari, or Internet Explorer. In the case of the mobile app(s) services, Users “Minimum Configuration” means the minimum configuration of Customer hardware and software, including but not limited to the installation of the relevant mobile app(s), required to access the SaaS Services, which shall also include that Users have an Internet connection with sufficient bandwidth and access to the mobile app(s) on their mobile device.

SUBSCRIPTION AGREEMENT

This SaaS Subscription Agreement, dated as of the Effective Date above, governs the use by Authorized Users of the use of Talent LMS (Learning Management System) and Atlassian’s JIRA and Confluence software, in connection with our software, app(s), and website(s) (collectively the “SaaS Services”). This Agreement also includes and herein incorporates by reference: (1) each Order that provides the type, quantity and payment terms for the SaaS Services purchased from Service Provider; (2) the Terms of Use as provided at Terms of Use and as in effect and updated from time to time; and (3) the Privacy Policy as provided at Privacy Policy and as in effect and updated from time to time. In the event of conflict among terms, this Agreement and the Terms of Use shall control.

  1. Service Provider agrees to provide the SaaS Services described in each Order, and Customer agrees to pay for access to the SaaS Services and comply with the terms and conditions set forth in this SaaS Subscription Agreement, the Terms of Use, the Privacy Policy, and each Order. As provided in each Order, the SaaS Services to be purchased may include use of Talent LMS (Learning Management System) and Atlassian’s JIRA and Confluence software as listed in the Order receipt. The provided services shall be for use in connection with accessing the SaaS Services, for Customer’s business purposes. The Fees for the SaaS Services are shown in the applicable Order receipt(s). Subsequent purchases of SaaS Services shall be made only from Service Provider, and shall be subject to the terms and conditions of this Agreement, the Terms of Use, the Privacy Policy, and any terms included in the Order.
  2. The Term of Service for the SaaS Services is indicated in the Order receipt for the SaaS Services. The SaaS Services may be accessed and used only by the number of Authorized Users specified in the Order receipt(s), for the Fees corresponding to that number and type of Authorized Users. For each Authorized User, Customer may setup a user name (“User ID”) and password, or a username and password will be assigned by Service Provider, which enables the number of Authorized Users to use the SaaS Services or a portion thereof. Following expiration of the Initial Term, this Agreement shall be terminated and Customer’s access to the SaaS Services shall cease immediately. Customer may elect Early Termination of the Services solely as permitted in the Terms of Use for the SaaS Services.
  3. Service Provider grants to Customer and its Users (collectively “Authorized Users”) a limited, non-exclusive, terminable, non-transferable license to access and view the SaaS Services during the Term or Service, subject to the Terms of Use, acknowledging that Service Provider may revise such Terms of Use from time to time.
  4. All other terms and conditions that are part of this Agreement shall be as set forth in this Agreement (inclusive of the Terms of Use and Service Provider’s Privacy Policy) and all Order completed and approved pursuant to this Agreement. Furthermore, this Agreement (inclusive of the Terms of Use and Service Provider’s Privacy Policy) and all Orders completed and approved pursuant to this Agreement constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof.
  5. Customer represents and warrants that Customer has all necessary authorization to purchase and pay for the SaaS Services indicated in each Order.
  6. Customer agrees to provide the necessary electric service, wiring, computer equipment and communication line access (in accordance with UL standards) for access to the SaaS Services. Customer agrees to provide, install and maintain, at Customer’s expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Service Provider and updated from time to time. Customer shall be responsible for ongoing charges for Customer’s own use of such data communication lines, electrical service, computer equipment, etc.
  7. In addition to the initial Order, the parties may enter into one or more additional Orders, each of which provides a general description of the SaaS Services to be provided to Customer. For any Order to be effective, it must be in writing and signed or otherwise authenticated by Customer and Service Provider. Electronic and fax documents are considered to be in writing for this purpose. All terms and conditions set forth in this SaaS Subscription Agreement, the Terms of Use, and the Privacy Policy as in effect at the time and as updated periodically are automatically incorporated in, and deemed part of, each such Order.
  8. If there is any conflict between the terms of an Order and the terms of this SaaS Subscription Agreement, the Privacy Policy, or the Terms of Use, then the terms of this Agreement and the Terms of Use shall control. Each Order, as supplemented by the terms of this SaaS Subscription Agreement, the Privacy Policy, and the Terms of Use, constitutes an entire and separate agreement between the parties regarding the SaaS Services covered by that Order, and supersedes any other prior oral or written understandings and agreements of the parties regarding the SaaS Services covered by that Order. Any provisions contained in Customer’s own purchase order forms, such as preprinted terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of this Subscription Agreement, the Terms of Use, and the Privacy Policy.

THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL NOT BE BINDING AND ACCESS TO THE SaaS SERVICES SHALL NOT BE GRANTED UNTIL AN AUTHORIZED SIGNATORY FOR CUSTOMER ACKNOWLEDGES AND AGREES TO ABIDE BY THESE TERMS AND CONDITIONS.