This SaaS Addendum incorporates by reference the terms of the Master Agreement effective on the date set forth in the referencing Schedule between Adonis and Customer. Any capitalized terms used in this SaaS Addendum shall have the meanings given in the Master Agreement unless otherwise provided herein.
2.1. Adonis provides Customer a non-transferable and non-exclusive right for Customer and its Authorized Users to access and use SaaS during the Subscription Term in accordance with the Agreement.
2.2. Except as set forth below in Section 3.3, Customer’s license is for internal use and Adonis grants the Customer a limited, non-exclusive, non-transferable license, for the Term to:
2.2.1. use the SaaS up to the Authorized Use Limitation.
2.2.2. permit its Authorized Users Access to the SaaS for Customer’s and Affiliates’ internal business. Customer hereby expressly agrees that a breach by an Authorized User of the Agreement shall be considered to be a breach by and the responsibility of the Customer.
2.3. Unless otherwise specified, fees are based on Named Users as specified in the Schedule.
2.4. The Customer acknowledges and agrees that in order for the Customer to access and use SaaS, the Customer is required to maintain minimum requirements such as operating system versions, browsers, etc., as stated in the requirements. If required, information about updates to minimum requirements will be provided to the Customer during the Subscription Term.
3.1. The Authorized Use Limitation and associated fees shall be as set out in the Schedule. Unless otherwise stated, Adonis will monitor Customer’s SaaS usage. In the event that the Customer wants to extend the Authorized Use Limitation, the Customer may place such order in accordance with the terms set forth in the Schedule. The Customer agrees that the purchase of any SaaS is not contingent on Adonis providing any future features or functionalities. In addition, Customer may order any Products or Services which may be listed on the applicable Schedule or on the Adonis Website (“Adonis Website”) and by entering into a separate Schedule for same; opening a ticket on the Adonis Website; submitting an order at the site listed on the Schedule, and/or if applicable, enter into an agreement for professional Services. Customer shall pay any associated fees arising out of any such order.
3.2. Adonis may temporarily suspend a Customer account, and/or a Customer’s access to or use of the SaaS if the Customer or Authorized Users violate any provision within the “Saas Products and Services”, “Customer Data” or “Customer Responsibilities” sections of this Agreement, failure to make payment when due, or if in Adonis’ reasonable judgment, the SaaS services or any component thereof are about to suffer a significant threat to security or stability based on any unauthorized use. Adonis will provide Customer advance notice of any such suspension in Adonis’ reasonable discretion based on the nature of the circumstances giving rise to the suspension. Adonis will use reasonable efforts to re-establish the affected SaaS services promptly after Adonis determines, in its reasonable opinion, that the situation giving rise to the suspension has been cured; however, after any suspension period, Adonis will make available to Customer the Customer Data and SaaS as existing in the Production environment on the date of suspension. Adonis may terminate the SaaS services under an order if any of the foregoing causes of suspension is not cured within 30 days after Adonis’ initial notice thereof. Any suspension of the termination by Adonis under this paragraph shall not excuse the Customer from its obligation to make payment(s) under this Agreement.
4.1. Customer exclusively owns all rights, title, and interest in and to all Customer Data which may include personally identifiable information. Customer Data shall be considered to be Confidential Information under the Agreement. Customer Data will be stored and processed in the Data Center Region specified in the SaaS Listing. Adonis shall not access Customer’s User accounts, or Customer Data, except (i) in the course of data center business operations if required, (ii) in response to SaaS or technical issues, or (iii) at Customer’s specific request as reasonably required in the provision and support of SaaS.
4.2. Adonis may utilize subcontractors in the provision of SaaS Services so long as such subcontractors are bound to contractual terms no less protective of Customer’s rights provided hereunder and provided further that any use of subcontractors in the operation of any applicable data center is subject to the same security controls and audits as if performed by Adonis employees. The Parties understand and agree that Adonis remains fully liable under the terms of the Agreement for any breach caused by a subcontractor of Adonis.
4.3. Adonis will collect, modify and analyze metadata and/or operations data, including, but not limited to, the number of workstations by the operating system, system log files and transaction counts which relate to system utilization and performance statistics, all as deemed necessary by Adonis.
4.4. The Customer may access reports and/or information through SaaS until the end of the Subscription Term. All reports and other output will be produced in a standard readable format (e.g., CSV, XML) and transmitted according to the transmission protocols used by the SaaS Products and Services for such transmissions. Any specific reports or data requested by the Customer at the end of the Subscription Term that is not available through SaaS or produced in customized formats will be charged based on the scope of the request. Such fees will be agreed in writing between Customer and Adonis.
4.5. In the case of a Force Majeure Event, the Customer acknowledges and agrees that Customer Data may not be fully recoverable beyond the last restoration archive point, the frequency of which is described in the SaaS Listing.
4.6. The Customer agrees not to provide any health, payment information or similarly sensitive personal information that imposes specific data security obligations for the processing of such data unless it is a supported feature in the Documentation of the applicable SaaS Products and Services.
4.7. Data availability, retention, and destruction post-expiration or termination of the applicable SaaS Products and Services will be as follows: I. Customer Data will be available to Customer during the Subscription Term and may be retained by Adonis for a period of no more than thirty (30) days from the effective date of expiration or termination. II. A record of Customer Data required to support audits of the billing transactions that occurred during the Subscription Term will be retained in accordance with Adonis’s data retention policies for such activities and in accordance with the Agreement, including, without limitation, Article 6 (Security) of this SaaS Addendum. All other Customer Data will be deleted from all Production and Non-Production Environments within sixty (60) days of such date. Adonis will certify in writing to the Customer that Adonis has completed the required deletion within an additional thirty (30) days.
5.1. Adonis will maintain and administer a security policy with physical and technical safeguards designed to protect the security, integrity, and confidentiality of the Customer Data.
5.2. Adonis will not be responsible for any unauthorized access, alteration, theft or destruction of Customer Data, unless caused as a result of Adonis’ negligence or intentional misconduct, in which case Adonis’ only obligation and Customer’s exclusive remedy is for Adonis to use commercially reasonable efforts to restore the Customer Data from the most recent back-up. Adonis is not responsible for unauthorized access, alteration, theft or destruction of Customer Data arising from Customer’s own or its Authorized Users’ actions or omissions in contravention of the Documentation.
5.3. In the event that Adonis has determined that a Security Breach will or is likely to cause harm to the Customer or an Authorized User, Adonis will, as promptly as practicable but in no event later than as required by law, provide Customer with notice of the Security Breach. After the initial notification, Adonis will keep Customer updated at periodic intervals on the steps taken by Adonis to investigate the Security Breach including providing a reasonably detailed incident report, including measures to be taken by the Customer to minimize potential damages. Such a report will be provided promptly but no later than thirty (30) days following completion of the report. The Parties understand and agree that if Adonis is prevented by law or regulation from providing such notice(s) and/or reports within the time frames, such delay shall be excused.
6.1. Upon the start of the Subscription Term, Adonis will inform Customer’s technical contact, providing information to connect and access SaaS and SaaS Maintenance.
6.2. The Customer shall be provided with SaaS Maintenance during the Subscription Term in accordance with Adonis’ Support Policies. To access SaaS Maintenance, Customer may utilize the Adonis website, or other site or notification mechanism as Adonis may designate from time to time.
6.3. Access to SaaS Maintenance is limited to supported versions of the SaaS Products and Services, as per the SaaS Upgrade Policy. Extended support agreements for non-supported versions of SaaS Products and Services are not offered.
6.4. For any SaaS Maintenance requests, Customer should be prepared to provide to support personnel all pertinent information, in English, including but not limited to, incident severity, SaaS Products and Services, SaaS environment (Production or Non-Production), incident description, and a technical contact familiar with Customer’s environment or the problem to be solved. The Customer must use reasonable efforts to communicate with Adonis in order to verify the existence of the problem and provide information about the conditions under which the problem could be re-created.
6.5. Upon receiving the Customer’s technical contact information, SaaS Maintenance will be provided in a timely and professional manner by qualified support engineers. SaaS Maintenance shall consist of:
6.5.1. Access to Adonis support website for online support and access to Adonis software product and Documentation, incident severity description with response objectives listed, Frequently Asked Questions, samples, webcast recordings and demos, usage tips and technical updates, as such are made generally available by Adonis.
6.5.2. Access to Adonis help desk and the ability to open and manage support incidents via Adonis support online or by telephone.
6.5.3. Production environment support: 24x7 for severity 1 incidents; normal business hours for severities 2-4. Depending on the Service Level Agreement specified in the Schedule, the response objectives will be as listed on the Adonis support website, or as specified in the Schedule.
6.5.4. If applicable to the SaaS Products and Services, Non-Production environment support: Normal business hours for incidents of all severities.
6.5.5. Interactive remote diagnostic support allowing Adonis support engineers to troubleshoot an incident securely through a real-time browser-based remote control feature for support issues that may be resident in Customer’s software or systems.
6.6. Additional support such as file storage, point in time backup, periodic file refresh and basic reporting may be available at Adonis’s discretion according to the type of SaaS Products and Services provided and where indicated on the Schedule or in the SaaS Listing. Any additional support requirements are only valid by prior written agreement of Adonis.
6.7. During the Subscription Term, if the Customer requests specific scripts, connectors or customizations in order to optimize usage of SaaS, the Customer may request Adonis to provide such services. Such services will be provided through a professional services agreement with Adonis for a separate fee, or as mutually agreed by the Parties.
6.8. issued by these Adonis Administrators, including without limitation, instructions to initiate work and incur expenses on the Customer’s account.
7.1. Adonis may update, improve, modify or add new functionality to SaaS during the Subscription Term for optimization of SaaS as necessary in order to maintain performance and/or fix any issues during the Subscription Term.
7.2. Adonis may make changes or updates to the SaaS infrastructure (such as compute infrastructure, storage technology, security, technical configurations, hosting facilities within Data Center Region, etc.) during the Subscription Term, including to reflect changes in technology, industry practices, and patterns of system use.
8.1. Customer shall not: (i) make SaaS available to any third party not authorized or as otherwise contemplated by the Agreement; (ii) send or store code that can harm or result in damage to SaaS (including but not limited to malicious code and malware); (iii) willfully interfere with or disrupt the integrity of SaaS or the data contained therein; (iv) attempt to gain unauthorized access to the SaaS or its related system or networks; (v) use SaaS to provide services to third parties except as expressly permitted by the Agreement; (vi) use SaaS in order to cause harm such as overload or create multiple agents for the purpose of disrupting operations of a third party; (vii) remove or modify any program markings or any notice Adonis’s or its licensors’ proprietary rights; (viii) perform or disclose any benchmark or performance tests on the SaaS; or (ix) perform or disclose any of the following security testing of the SaaS environments or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing or any other test or procedure not authorized in the Documentation. A breach by the Customer of its obligations under this section shall be considered a material breach of the Agreement.
9.1. Adonis warrants that during the Subscription Term, the SaaS shall perform materially in accordance with the applicable Documentation subject to Customer’s compliance with the Agreement.
9.2. EXCEPT AS EXPRESSLY SET FORTH ABOVE, TO THE EXTENT PERMITTED BY LAW, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THIRD-PARTY WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR SATISFACTORY QUALITY OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE MADE BY ADONIS.
10.1. If it is established that Adonis has breached the above warranty, Adonis may, at its option, (i) use reasonable efforts to cure the defect in the SaaS; (ii) replace the SaaS with SaaS that materially conforms to the specifications in the Documentation; (iii) in the event Adonis cannot, after commercially practicable attempts to do so, achieve the remedies in (i) or (ii), Adonis may terminate the subscription to the SaaS and provide a refund of pre-paid, unused fees calculated against the remainder of the Subscription Term as of the effective date of such termination. The Customer must report the alleged breach of warranty with reasonable specificity in writing within thirty (30) days of its occurrence to benefit from this warranty and the remedies stated herein. The above warranty remedies are Adonis’s sole obligation and Customer’s sole and exclusive remedy for breach of the above warranty.
11.1. Adonis: (i) intends to provide at least 99.9% uptime of SaaS, except for Scheduled Downtime or Force Majeure Events, (ii) shall use commercially reasonable methods to limit Scheduled Downtime so that disruption to your business is minimized, (iii) will use commercially reasonable methods to protect the security and integrity of Customer Data, (iv) will include all software updates at no additional cost, except where Adonis may, at its option, enhance the functionality, utility or efficiency of Software by producing new versions or add-on modules during the life of this Agreement. Upon Customer’s request, Adonis will provide information regarding the terms and conditions, including additional fees, if any, required to license such new versions or modules.
11.2. If the Customer cannot access SaaS during the Subscription Term, The Customer should contact Adonis to receive SaaS Maintenance.
11.3. The following events shall be excluded from the calculation of Service Level Availability: (i) Force Majeure Event; (ii) outages due to Scheduled Downtime; (iii) outages based on Customer networks or domain name server issues; (iv) Customer’s configuration, scripting, coding drafted by Customer without Adonis’s authorization or knowledge; (v) internet outages; (vi) outages requested by Customer; (vii) Customer changes to its environment which hinder SaaS production; (viii) outages to remedy a security vulnerability or as required by law and (ix) inability for Customer to log in to SaaS service because of dependence on non-Adonis provided services or components.