These ‘Software as a Service’ Terms and Conditions (“SaaS Terms”) apply to
and are incorporated by reference into the ordering document (the Core
Software Design) made by and between the Core Software Design and the
Customer and set forth the terms and conditions under which the Core
Software Design will provide the Customer with access to certain applications
as set forth on the software or android applications and user documentation
that the Core Software Design makes generally available in hard copy or
electronic form to its general customer base in conjunction with the licensing
of such Applications ,The Applications and the Documentation will hereinafter
collectively be referred to as the “Software.”
the Core Software Design and Customer hereby agree as follows:
1. LICENSE GRANT AND RIGHT OF USE
1.1. License Grant. Subject to all limitations and restrictions contained herein
and the Contract, the Core Software Design grants Customer a term
subscription, software as a service (‘SaaS’), nonexclusive, and
nontransferable right to access and operate the object code form of
Applications as hosted by the Core Software Design as and solely to perform
those functions described in the Documentation. For clarity, an “Application”
means the Core Software Design’s proprietary software that is specifically
licensed to Customer pursuant to an application.
1.2. Use. Customer will have a limited right and license to Use the Application
solely for its internal business purposes, to perform the functions described in
the Documentation. Customer shall not allow any website that is not fully
owned by Customer to frame, syndicate, distribute, replicate, or copy anyportion of Customer’s web site that provides direct or indirect access to the
Application. Customer shall not allow any website, that is not fully owned by
Customer, to frame, syndicate, distribute, replicate, or copy any portion of
Customer’s web site that provides direct or indirect access to the Software.
Unless otherwise expressly permitted in the Contracts and subject to Section
1.5, Customer shall not permit any subsidiaries, affiliated companies, or third
parties to access the Software.
1.3. License Type. Unless otherwise specifically stated in the Contract, the type
of license granted is per Staff User Account. Customer shall ensure that the
number of the active Staff User Accounts is equal to or less than the number
of Staff User Accounts for which the Customer has subscribed but sometime
we give them unlimited number of subscribers. Customer is responsible for
ensuring that access to a Staff User Account is not shared. Only one
individual may authenticate to one Staff User Account. Hardware or software
Customer uses to pool connections, reroute information, or reduce the
number of users that directly access or use the Software (sometimes referred
to as "multiplexing" or "pooling"), does not reduce the number of licenses or
active Staff User Accounts Customer needs. A “Staff User Account”
subscription license means that the Application licensed pursuant to the
Contract may be used by a limited number of individual users, each identified
by a unique user id the maximum number of which is specified in the Contract.
Customer may designate different Staff User Accounts at any time without
notice to Core Software Design so long as the permitted number of Staff User
Account is not exceeded.
1.4. Additional Restrictions. In no event will Customer disassemble, decompile,
or reverse engineer the Application or Confidential Information (as defined
herein) or permit others to do so. Disassembling, decompiling, and reverse
engineering include, without limitation:
(i) converting the Application from a machine-readable form into a humanreadable form;
(ii) disassembling or decompiling the Application by using any means or
methods to translate machine-dependent or machine-independent object code
into the original human-readable source code or any approximation thereof;
(iii) examining the machine-readable object code that controls the
Application’s operation and creating the original source code or any
approximation thereof by, for example, studying the Application’s behavior in
response to a variety of inputs; or
(iv) Performing any other activity related to the Application that could be
construed to be reverse engineering, disassembling, or decompiling. To the
extent any such activity may be permitted pursuant to written agreement, the
results thereof will be deemed Confidential Information subject to the
requirements of these SaaS Terms. Customer may use Core Software
Design’s Confidential Information solely in connection with the Application and
pursuant to the terms of these SaaS Terms.
1.5. Authorized Users. Unless otherwise specifically provided in the Contract,
“Authorized Users” will only consist of:
(i) Employees of Customer, and
(ii) Subject to Section 5 (Confidentiality), third party contractors of Customer
who do not compete with the Core Software design. Permitted Contractors
may Use the Software only at Customer’s place of business or in the
presence of Customer personnel. Customer is fully liable for the acts and
omissions of Permitted Contractors under these SaaS Terms and applicable
1.6. Customer License Grant. Customer grants to the Core Software design a
non-exclusive, royalty-free license to access, use, reproduce, modify, perform,
display and distribute Customer data as is reasonable or necessary for The
Core Software design ltd to perform or provide the Application.
1.7. Third Party Software. The Services may contain third party software that
requires notices and/or additional terms and conditions. Such required third
party software notices and/or additional terms and conditions may be
requested from The Core Software design ltd and are made a part of and
incorporated by reference into these SaaS Terms. By accepting these SaaS
Terms, Customer is also accepting the additional terms and conditions, if any,
set forth therein.
2.1. Fees. Customer shall pay The Core Software design ltd the fees indicated
on the Contract. Unless otherwise provided in a Contract, all fees are to be
paid to The Core Software design ltd within thirty (30) days of the date of
invoice. Any late payment will be subject to any costs of collection (including
reasonable legal fees) and will bear interest at the rate of one and one-half
percent (1.5%) per month (prorated for partial periods) or at the maximum rate
permitted by law, whichever is less. If Customer has set up a direct debit,
The Core Software design ltd will not debit Customer’s designated account before
seven (7) days have elapsed from the date of the invoice. If Customer is
delinquent on a payment of fees for fifteen (15) days or more, The Core
Software design ltd may suspend access to the Application. Complaints
concerning invoices must be made in writing within thirty (30) days from the
date of the invoice. Invoices will be sent by electronic delivery unless
requested otherwise by Customer, additional fees will apply.
2.2. Taxes. The license, service fees, and other amounts required to be paid
hereunder do not include any amount for taxes or levy (including interest and
penalties). Customer shall reimburse The Core Software design ltd and hold
The Core Software design ltd harmless for all sales, use, VAT, excise,
property or other taxes or levies which The Core Software design ltd is
required to collect or remit to applicable tax authorities. This provision does
not apply to The Core Software design ltd’s income or franchise taxes, or any
taxes for which Customer is exempt, provided Customer has furnished The
Core Software design ltd with a valid tax exemption certificate.
3.1. Service Availability.
The Core Software design ltd will use reasonable
efforts to achieve The Core Software design ltd’s availability goals described
in the ‘Service Level Agreement for SaaS.’
3.2. Support Services. Upon payment of the relevant fees on the applicable
Contract, Customer may receive certain support services for the Application
pursuant to the ‘Support Agreement for SaaS.’
4.1. Reservation of Rights. By signing the Contract, Customer irrevocably
acknowledges that, subject to the licenses granted herein, Customer has no
ownership interest in the Software or The Core Software design ltd materials
provided to Customer. The Core Software design ltd will own all right, title,
and interest in such Software and The Core Software design ltd materials,
subject to any limitations associated with intellectual property rights of third
parties. The Core Software design ltd reserves all rights not specifically
4.2. Marks and Publicity.
The Core Software design ltd and Customer
trademarks, trade names, service marks, and logos, whether or not registered
(“Marks”), are the sole and exclusive property of the respective owning party,which owns all right, title and interest therein. The Core Software design ltd
(i) use the Customer’s name and/or logo within product literature, press
release(s), social media, and other marketing materials;
(ii) Contract the Customer’s statements in one or more press releases; and/or
(iii) make such other use of the Customer’s name and/or logo as may be
agreed between the parties. Additionally, The Core Software design ltd may
include Customer’s name and/or logo within its list of customers for general
promotional purposes. The Core Software design ltd shall comply with
Customer’s trademark use guidelines as such are communicated to the The
Core Software design ltd in writing and The Core Software design ltd shall use
the Customer’s Marks in a manner which is consistent with industry practice.
Neither party grants to the other any title, interest or other right in any Marks
except as provided in this Section.
“Confidential Information” includes all information marked
pursuant to this Section and disclosed by either party, before or after the
Contract Term Start Date (as identified on the Contract), and generally not
publicly known, whether tangible or intangible and in whatever form or
medium provided, as well as any information generated by a party that
contains, reflects, or is derived from such information. For clarity, the term
‘Confidential Information’ does not include any personally identifiable
information. Obligations with respect to personally identifiable information (if
any) are set forth in the ‘Data Processing Agreement.’
5.2. Confidentiality of Software. All Confidential Information in tangible form will
be marked as “Confidential” or the like or, if intangible (e.g., orally disclosed),
will be designated as being confidential at the time of disclosure and will be
confirmed as such in writing within thirty (30) days of the initial disclosure.
Notwithstanding the foregoing, the following is deemed The Core Software
design ltd Confidential Information with or without such marking or written
(i) the Software and other related materials furnished by The Core Software
(ii) the oral and visual information relating to the Application; and(iii) these SaaS Terms.
Without granting any right or license, the obligations of the
parties hereunder will not apply to any material or information that:
(i) is or becomes a part of the public domain through no act or omission by the
(ii) is independently developed by the other party without use of the disclosing
party’s Confidential Information;
(iii) is rightfully obtained from a third party without any obligation of
(iv) is already known by the receiving party without any obligation of
confidentiality prior to obtaining the Confidential Information from the
disclosing party. In addition, neither party will be liable for disclosure of
Confidential Information if made in response to a valid order of a court or
authorized agency of government, provided that notice is promptly given to
the disclosing party so that the disclosing party may seek a protective order
and engage in other efforts to minimize the required disclosure. The parties
shall cooperate fully in seeking such protective order and in engaging in such
5.4. Ownership of Confidential Information.
Nothing in these SaaS Terms will be
construed to convey any title or ownership rights to the Software or other
Confidential Information to Customer or to any patent, copyright, trademark, or
trade secret embodied therein, or to grant any other right, title, or ownership
interest to the Core Software Design ltd’s Confidential Information. Neither
party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose
the Confidential Information to any third party and shall not copy, reproduce or
distribute the Confidential Information except as expressly permitted in these
SaaS Terms. Each party shall take every reasonable precaution, but no less
than those precautions used to protect its own Confidential Information, to
prevent the theft, disclosure, and the unauthorized copying, reproduction or
distribution of the Confidential Information.
Each party agrees at all times to use all reasonable efforts,
but in any case no less than the efforts that each party uses in the protection
of its own Confidential Information of like value, to protect Confidential
Information belonging to the other party. Each party agrees to restrict accessto the other party’s Confidential Information only to those employees or
(i) require access in the course of their assigned duties and responsibilities;
(ii) have agreed in writing to be bound by provisions no less restrictive than
those set forth in this Section.
5.6. Injunctive Relief.
Each party acknowledges that any unauthorized
disclosure or use of the Confidential Information would cause the other party
imminent irreparable injury and that such party will be entitled to, in addition to
any other remedies available at law or in equity, temporary, preliminary, and
permanent injunctive relief in the event the other party does not fulfill its
obligations under this Section.
5.7. Suggestions/Improvements to Software.
Notwithstanding this Section, unless
otherwise expressly agreed in writing, all suggestions, solutions,
improvements, corrections, and other contributions provided by Customer
regarding the Software or other The Core Software design ltd materials
provided to Customer will be owned by The Core Software design ltd, and
Customer hereby agrees to assign any such rights to The Core Software
design ltd. Nothing in these SaaS Terms will preclude The Core Software
design ltd from using in any manner or for any purpose it deems necessary,
the know-how, techniques, or procedures acquired or used by The Core
Software design ltd in the performance of services hereunder.
6.1. No Malicious Code.
To the knowledge of The Core Software design ltd, the
Application does not contain any malicious code, program, or other internal
component (e.g. computer virus, computer worm, computer time bomb, or
similar component), which could damage, destroy, or alter the Application, or
which could reveal, damage, destroy, or alter any data or other information
accessed through or processed by the Application in any manner. This
warranty will be considered part of and covered under the provisions of these
SaaS Terms. Customer must:
(i) notify The Core Software design ltd promptly in writing of any
nonconformance under this warranty;
(ii) provide The Core Software design ltd with reasonable opportunity to
remedy any nonconformance under the provisions of these SaaS Terms; and
(iii) provide reasonable assistance in identifying and remedying any
6.2. Authorized Representative.
Customer and The Core Software design ltd
warrant that each has the right to enter into these SaaS Terms and that these
SaaS Terms and the Contracts executed hereunder will be executed by an
authorized representative of each entity.
6.3. Services Warranty.
The Core Software design ltd warrants that all services
performed hereunder shall be performed in a workmanlike and professional
6.4. Disclaimer of Warranties.
Any and all of SOFTWARE, SERVICES,
CONFIDENTIAL INFORMATION and any other technology or materials
provided by THE CORE SOFTWARE DESIGN LTD to the CUSTOMER are
provided “as is” and without warranty of any kind.
EXCEPT AS OTHERWISE
EXPRESSLY STATED IN SECTION 6 OF THESE SAAS TERMS. THE
CORE SOFTWARE DESIGN LTD MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT. NEITHER THE CORE SOFTWARE
DESIGN LTD (NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS
OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SOFTWARE
OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN
INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF
CUSTOMER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND
Notwithstanding anything to the contrary in this Section, any
and all warranties under these SaaS Terms are VOID if Customer has made
changes to the Software or has permitted any changes to be made other than
by or with the express, written approval of The Core Software design ltd.
7.1. The Core Software design ltd Indemnity.
The Core Software design ltd will
defend at its expense any cause of action brought against Customer, to the
extent that such cause of action is based on a claim that the Application, as
hosted by The Core Software design ltd to Customer, infringes States patent,copyright, or trade secret of a third party. The Core Software design ltd will
pay those costs and damages finally awarded against Customer pursuant to
any such claim or paid in settlement of any such claim if such settlement was
approved in advance by The Core Software design ltd. Customer may retain
its own counsel at Customer’s own expense.
7.2. No Liability.
The Core Software design ltd will have no liability for any
claim of infringement based on:
(i) Software which has been modified by parties other than The Core Software
design ltd where the infringement claim would not have occurred in the
absence of such modification;
(ii) Customer’s use of the Software in conjunction with data where use with
such data gave rise to the infringement claim; or
(iii) Customer’s use of the Software outside the permitted scope of these
Should the Software become, or in The Core Software design
ltd’s opinion is likely to become, the subject of a claim of infringement, The
Core Software design ltd may, at its option,
(i) obtain the right for Customer to continue using the Software,
(ii) replace or modify the Software so it is no longer infringing or reduces the
likelihood that it will be determined to be infringing, or
(iii) if neither of the foregoing options is commercially reasonable, terminate
the access and Use of the Software. Upon such termination, Customer shall
cease accessing the Software and The Core Software design ltd will refund to
Customer, as Customer’s sole remedy for such license termination, the
subscription fees paid by Customer for the terminated license for the past
twelve (12) months.
THIS SECTION 7 STATES THE ENTIRE LIABILITY OF
THE CORE SOFTWARE DESIGN LTD WITH RESPECT TO ANY CLAIM OF
INFRINGEMENT REGARDING THE APPLICATION.
7.4. Customer Indemnity.
Customer agrees to defend, indemnify, and hold The
Core Software design ltd and its officers, directors, employees, consultants,
and agents harmless from and against any and all damages, costs, liabilities,
expenses (including, without limitation, reasonable attorneys’ fees), andsettlement amounts incurred in connection with any claim arising from or
relating to Customer’s:
(i) breach of any of its obligations set forth in Section 10 (Customer
(ii) Customer’s gross negligence or willful misconduct;
(iii) actual or alleged use of the Application in violation of these SaaS Terms or
applicable law by Customer or any Authorized Users;
(iv) any actual or alleged infringement or misappropriation of third party
intellectual property rights arising from data provided to The Core Software
design ltd by the Customer or otherwise inputted into the Application, whether
by the Customer, an Authorized User or otherwise including Customer Work
Product (as defined below); and/or
(v) any violation by Customer or its Authorized Users, of any terms,
conditions, agreements or policies of any third party The Core Software
design ltd. “Customer Work Product” means that data and those forms
developed or acquired by Customer for internal business purposes
independent from The Core Software design ltd or the Application.
7.5. Indemnification Procedures.
Each indemnifying party’s obligations as set
forth in this Section are subject to the other party:
(i) giving the indemnifying party prompt written notice of any such claim or the
(ii) giving the indemnifying party sole control over the defense and settlement
of any such claim; and
(iii) providing full cooperation in good faith in the defense of any such claim.
8. LIMITATION OF LIABILITY
8.1. Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL THE CORE SOFTWARE DESIGN LTD BE
LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN
EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER
FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING
NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FORDAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE
FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO
8.2. Disclaimer of Damages.
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL THE CORE SOFTWARE DESIGN
LTD BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND
AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO,
ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS
OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.
8.3. THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE
OF ESSENTIAL PURPOSE OF ANY REMEDY.
9. TERM AND TERMINATION
9.1. Subscription Term.
The term of these SaaS Terms will continue until the
termination of the last Contract.
9.2. Termination by The Core Software design ltd.
These SaaS Terms and any
license created hereunder may be terminated by The Core Software design
(i) if Customer fails to make any payments due hereunder within fifteen (15)
days of the due date;
(ii) on thirty (30) days written notice to Customer if Customer fails to perform
any other material obligation required of it hereunder, and such failure is not
cured within such thirty (30) day period; or
(iii) Customer files a petition for bankruptcy or insolvency,
has an involuntary
petition filed against it, commences an action providing for relief under
bankruptcy laws, files for the appointment of a receiver, or is adjudicated a
9.3. Termination by Customer.
These SaaS Terms may be terminated by
Customer on ninety (90) days written notice to The Core Software design ltd if
The Core Software design ltd fails to perform any material obligation required
of it hereunder, and such failure is not cured within ninety (90) days from The Core Software design ltd’s receipt of Customer’s notice or a longer period if
The Core Software design ltd is working diligently towards a cure.
9.4. Effect of Termination.
Upon termination of these SaaS Terms, Customer
shall no longer access the Software and Customer shall not circumvent any
security mechanisms contained therein.
9.5. Other Remedies.
Termination of SaaS Terms will not limit either party from
pursuing other remedies available to it, including injunctive relief, nor will such
termination relieve Customer’s obligation to pay all fees that have accrued or
are otherwise owed by Customer under these SaaS Terms.
10. CUSTOMER OBLIGATIONS
10.1. Customer agrees that no employees of The Core Software design ltd will
be required to individually sign any agreement in order to perform any
services hereunder including, but not limited to, access agreements, security
agreements, facilities agreements or individual confidentiality agreements.
10.2. Customer agrees to comply with all applicable laws, regulations, and
ordinances relating to these SaaS Terms. Customer shall ensure that each
Web site for which the Application is engaged contains or is linked to a privacy
policy that governs its data collection and use practices.
10.3. The Customer shall be obliged to inform its Authrorized Users before the
beginning of use of the Software about the rights and obligations set forth in
these SaaS Terms. The Customer will be liable for any violation of obligations
by its Authrorized Users or by other third parties who violate obligations within
the Customer’s control.
10.4. The Customer shall be obliged to keep the login names and the
passwords required for the use of the Application confidential, to keep it in a
safe place, and to protect it against unauthorized access by third parties with
appropriate precautions, and to instruct its Authourized Users to observe
copyright regulations. Personal access data must be changed at regular
10.5. Before entering its data and information, the Customer shall be obliged
to check the same for viruses or other harmful components and to use state of
the art anti-virus programs for this purpose. In addition, the Customer itself
shall be responsible for the entry and the maintenance of its data.
10.6. The Core Software design ltd has the right (but not the obligation) to
suspend access to the Application or remove any data or content transmitted
via the Application without liability
(i) if The Core Software design ltd reasonably believes that the Application is
being used in violation of these SaaS Terms or applicable law,
(ii) if requested by a law enforcement or government agency or otherwise to
comply with applicable law, provided that The Core Software design ltd shall
use commercially reasonable efforts to notify Customer prior to suspending
the access to the Application as permitted under these SaaS Terms, or
(iii) as otherwise specified in these SaaS Terms.
Information on The Core
Software design ltd’s servers may be unavailable to Customer during a
suspension of access to the Software. The Core Software design ltd will use
commercially reasonable efforts to give Customer at least twelve (12) hours’
notice of a suspension unless The Core Software design ltd determines in its
commercially reasonable judgment that a suspension on shorter or
contemporaneous notice is necessary to protect The Core Software design ltd
or its customers.
Customer may not assign these SaaS Terms or otherwise
transfer any license created hereunder whether by operation of law, change of
control, or in any other manner, without the prior written consent of The Core
Software design ltd. Any purported assignment of these SaaS Terms, or any
license or rights in violation of this Section will be deemed void. The Core
Software design ltd may assign, in whole or in part, its rights, interests, and
obligations hereunder without limitation.
11.2. Third Parties.
The Core Software design ltd will have the right to use third
parties, including, but not limited to, employees of The Core Software design
ltd’s affiliates and subsidiaries (“Subcontractors”) in performance of its
obligations and services hereunder and, for purposes of these SaaS Terms,
all references to The Core Software design ltd or its employees will be
deemed to include such Subcontractors.
11.3. Technical Data.
Customer shall not provide to The Core Software design
ltd any technical data as that term is defined in the International Traffic in
Arms Regulations (“ITAR”) at 22 CFR 120.10. Customer shall certify that all
information provided to The Core Software design ltd has been reviewed and scrubbed so that all technical data and other sensitive information relevant to
Customer’s ITAR regulated project has been removed and the information
provided is only relevant to bug reports on The Core Software design ltd
11.4. Compliance with Laws.
Both parties agree to comply with all applicable
laws, regulations, and ordinances relating to such party’s performance under
these SaaS Terms.
The provisions set forth in Sections 2, 4, 5, 6.4, 8, 9.3, 9.4 and
11 of these SaaS Terms will survive termination or expiration of these SaaS
Terms and any applicable license hereunder.
Any notice required under these SaaS Terms shall be given in
writing and will be deemed effective upon delivery to the party to whom
addressed. All notices shall be sent to the applicable address specified on the
Contract or to such other address as the parties may designate in writing. Any
notice of material breach will clearly define the breach including the specific
contractual obligation that has been breached.
11.7. Force Majeure.
The Core Software design ltd will not be liable to Customer
for any delay or failure of The Core Software design ltd to perform its
obligations hereunder if such delay or failure arises from any cause or causes
beyond the reasonable control of The Core Software design ltd. Such causes
will include, but are not limited to, acts of God, floods, fires, loss of electricity
or other utilities, or delays by Customer in providing required resources or
support or performing any other requirements hereunder.
11.8. Restricted Rights.
Use of the Software by or for the States Government is
conditioned upon the Government agreeing that the Software is subject to
Restricted Rights as provided under the provisions set forth in FAR 52.227-19.
Customer shall be responsible for assuring that this provision is included in all
agreements with the States Government and that the Software, when
accessed by the Government, is correctly marked as required by applicable
Government regulations governing such Restricted Rights as of such access.
11.9. Entire Agreement.
These SaaS Terms together with the documents listed
in the applicable Contract constitute the entire agreement between the parties
regarding the subject matter hereof and supersedes all proposals and prior
discussions and writings between the parties with respect to the subject
matter contained herein. Any signed copy of these SaaS Terms made by
reliable means will be considered an original.11.10. Modifications. The parties agree that these SaaS Terms cannot be
altered, amended or modified, except by a writing signed by an authorized
representative of each party.
During the term of these SaaS Terms and for a period
of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to
solicit, the services of any employee or Subcontractor of The Core Software
design ltd without the prior written consent of The Core Software design ltd.
Customer further agrees not to hire, solicit, nor attempt to solicit, the services
of any former employee or Subcontractor of The Core Software design ltd for
a period of one (1) year from such former employee’s or Subcontractor’s last
date of service with The Core Software design ltd. Violation of this provision
will entitle The Core Software design ltd to liquidated damages against
Customer equal to two hundred percent (200%) of the solicited person’s gross
Headings are for reference purposes only, have no
substantive effect, and will not enter into the interpretation hereof.
11.13. No Waiver.
No failure or delay in enforcing any right or exercising any
remedy will be deemed a waiver of any right or remedy.
11.14. Severability and Reformation.
Each provision of these SaaS Terms is a
separately enforceable provision. If any provision of these SaaS Terms is
determined to be or becomes unenforceable or illegal, such provision will be
reformed to the minimum extent necessary in order for these SaaS Terms to
remain in effect in accordance with its terms as modified by such reformation.
11.15. Independent Contractor.
The Core Software design ltd is an independent
contractor and nothing in these SaaS Terms will be deemed to make The
Core Software design ltd an agent, employee, partner, or joint venturer of
Customer. Neither party will have authority to bind, commit, or otherwise
obligate the other party in any manner whatsoever.
11.16. Governing Law; Venue.
The laws of the State of Kigali, Rwanda govern
the interpretation of these SaaS Terms, regardless of conflict of laws
principles. The United Nations Convention on Contracts for the International
Sale of Goods (1980) and the Uniform Computer Information Transactions Act
(UCITA) are hereby excluded in their entirety from application to these SaaS
Terms. The parties agree that the federal and state courts located in Kigali,
Rwanda will have exclusive jurisdiction for any dispute arising under, out of, or
relating to these SaaS Terms. Mediation will be held in Kigali, Rwanda.
11.17. Dispute Resolution. Negotiations. Where there is a dispute, controversy,
or claim arising under, out of, or relating to these SaaS Terms, the aggrieved
party shall notify the other party in writing of the nature of such dispute with as
much detail as possible about the alleged deficient performance of the other
party. A representative from senior management of each of the parties shall
meet in person or communicate by telephone within five (5) business days of
the date of the written notification in order to reach an agreement about the
nature of the alleged deficiency and the corrective action to be taken by the
respective parties. Mediation. Any dispute, controversy, or claim arising under,
out of, or relating to these SaaS Terms and any subsequent amendments of
these SaaS Terms, including, without limitation, its formation, validity, binding
effect, interpretation, performance, breach, or termination, as well as non-contractual claims,
and any claims with respect to the validity of this mediation
agreement (hereinafter the “Dispute”), shall be submitted to mediation in
accordance with the then-current RIB Rules. The language to be used in the
mediation will be English AND Kinyarwanda. Opportunity to Cure.
Notwithstanding anything contained hereunder, Customer agrees and
acknowledges that no dispute resolution or litigation will be pursued by
Customer for any breach of these SaaS Terms until and unless The Core
Software design ltd has had an opportunity to cure any alleged breach.
Customer agrees to provide The Core Software design ltd with a detailed
description of any alleged failure and a description of the steps that Customer
understands must be taken by The Core Software design ltd to resolve the
failure. The Core Software design ltd shall have sixty (60) days from The Core
Software design ltd’s receipt of Customer’s notice to complete the cure.
Injunctive Relief. The parties agree that it will not be inconsistent with their
duty to mediate to seek injunctive or other interim relief from a competent
court. The parties, in addition to all other available remedies, shall each have
the right to initiate an action in any court of competent jurisdiction in order to
request injunctive or other interim relief with respect to a violation of
intellectual property rights or confidentiality obligations. The choice of venue
does not prevent a party from seeking injunctive or any interim relief in any
Changes to the Agreements
Occasionally we may make changes to the Agreements. When we make material
changes to the Agreements, we’ll provide you with notice as appropriate under the
circumstances, e.g., by displaying a prominent notice within the Service or by sending
you an email. In some cases, we will notify you in advance, and your continued use of
the Service after the changes have been made will constitute your acceptance of the
Contact Us If
you have any questions about these Terms,
please contact us.
25 Contact us If you have any questions concerning the Software as a Service or the Agreements,
please contact The Core Software Design Customer Service by visiting the About Us
section of our website or directly on +250782495046
Thank you for reading our Terms.
We hope you enjoy This Bargaining Market!
Core Software Design ltd.