SaaS Agreement

C-Facts SaaS Agreement

1. C-Facts SaaS Agreement

This SaaS Agreement (Agreement) sets forth the legal contract between you as a client (“User” or “You” or “Your”) and C-Facts, along with its subsidiaries and affiliates (“C-Facts” or “We” or “Our”) with respect to access to and use of the functionality of C-Facts’ software (“Service”) and any associated materials or content (“Content”) made available through C-Facts’ websites, including www.C-Facts.com (with Service and Content collectively representing the “Services”), as well as any support provided by C-Facts (“Support”).

By using the Services, you acknowledge and represent that you (i) have read these terms and the privacy policy, (ii) understand them, (iii) accept and agree to be bound by them, (iv) are at least 18 (eight teen) years old or are able to form legally binding contracts, and (v) agree to comply with all laws and regulations (including any policies of your company) applicable to you, and to the use of the Services, and/or the internet. if you do not agree to any of the terms below, we are unwilling to grant you access to the Services.

2. C-FACTS SERVICES

2.1 Grant & Scope of SaaS license

We grant You a personal, non-exclusive, non-transferable, limited right to use the Services solely for Your personal or internal use and subject to the condition that you do not violate the General Restrictions on Use.

You may not grant a third party access to the Services, unless You and Us agreed upon that in writing. In which case You may only grant a third party access to the Services provided that: (i) it is a client of Yours (authorized third parties, as mentioned in the section “A”); (ii) You ensured that the third party adheres to the terms of this Agreement; and (iii) You pay the agreed upon prices and rates regarding granting third parties access to the Services.

We determine the version policy independently (regarding the Services) without consulting You and we ensure that the latest functionality regarding the Services is available to You whenever and wherever possible.

2.2 Ownership of the Services

As between You and Us, We retain all right, title and interest in and to the Services and all documentation and tools, and all related intellectual property rights. The Services as a whole are copyrighted as a collective work, and individual works or content appearing on or accessible through the Services owned by or licensed to Us or its content providers are likewise subject to copyright protection domestically and internationally. Names, logos, distinctive features, source identifiers and other materials displayed on the Services, including its “look and feel”, constitute trademarks, trade names, service marks, trade dress or logos (“Marks”), whether or not registered, of Us or other entities. All Marks not owned by Us that appear on the Services are the property of their respective owners. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Us or those other entities. Unless You first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available by Us.

As a condition of your use of the Services, you agree that you will not use the Services for any purpose that is unlawful or prohibited by these terms of this Agreement. Access to and use of password protected and/or secure area of the Services is restricted to authorized registered users only, subject to the additional terms and conditions in the registered user section below. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.

2.3 Privacy

In the course of accessing and/or using the Services and receiving Support, we may obtain information about You or You may be required to provide certain personal information to Us. All uses of your personal information will be treated in accordance with our Privacy Policy, which is incorporated by reference and forms an integral part of these terms. If You use the Services and/or receive support and/or if You register for any accounts, You are able to take notice of Our Privacy Policy as may be amended from time to time. If You do not agree to have Your information used in any of the ways described in the Privacy Policy, you must discontinue use of the Services.

2.4 General Restrictions on Use

In connection with Your use of the Services, You agree not to, nor to allow or facilitate a third party to:

• copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Services, or any other Content available via the Services;
• make commercial use of or redistribute any Content, materials, or information contained on or offered through the Services, unless expressly specified in a prior agreement between you and C-Facts;
• circumvent or manipulate any applicable fee structure, billing process, or fees owed either to Us or to Our third-party providers; use the Services or Support for illegal purposes or for promotion of dangerous activities;
• violate any national or international law Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
• interfere with or disrupt the Services or servers or networks connected to either, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
• attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services through hacking, password mining, phishing or any other means, obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services or use any materials or information obtained through any means not intentionally made available through the Services;
• upload, post, email, transmit, distribute or otherwise make available any material that contains viruses, computer code or any other technologies that may harm us or the interests, information or property of other users or limit the functionality of any software, hardware or other equipment;
• or circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services; use the Services in any manner other than as permitted by this Agreement.

2.5 Registered Users

In order to access and use the Services available to a Registered User, you are required to set up an Account at app.C-Facts.com (“Account”). Registered Users are users who are linked to User directly, for instance as an employee. Or Registered Users are users who are directly linked in the same way to the third party as mentioned in the section Grant & Scope of SaaS license.

First time a Registered User makes uses of the Services, he or she is required to adhere to the EUA (End User Agreement). The current version of the EUA can be found at: [URL]. We are entitled to change the EUA from time to time.

3. TERMINATION

3.1 Rights

Your rights under this Agreement will automatically and immediately terminate if you fail to comply with Your promises and obligations stated in this Agreement. You understand and agree that upon termination of this Agreement or termination of your use of the Services, We retain the rights granted to Us under this Agreement. Notwithstanding the foregoing, it is Our policy to retain all information provided to Us and stored in Your Account for fourteen (14) days after the termination of your Account. After fourteen (14) days, we may delete Your information from Our servers except as required by law or as otherwise agreed to between You and Us. You understand that if You want to use our Services after termination of your Account, you may need to re-register with Us.

3.2 Remedies

Without limiting other remedies, we also reserve the right to take technical steps against a User or Registered User, including suspending or terminating the User’s or Registered User’s Services or accounts or delaying or removing any Content, as well as the right to take legal steps against a User or Registered User, if We think that a User or Registered User is creating possible legal liabilities, infringing the intellectual property rights of Us or third parties, acting in violation of this Agreement, or acting inconsistently with the letter or spirit of our policies.

3.3 Notice

In the event that User has a monthly subscription with Us, User may terminate its use of the Services by providing at least 30 days’ written notice of its intent to termination.

4. PAYMENT

4.1 Payment of Fees

You will pay to C-Facts all fees at the published levels, found at https://C-Facts.com/pricing, no later than thirty (30) days after you receive an invoice, unless you have a written agreement with express pricing terms executed by an authorized representative of Us. We retain the right to change the published pricing at any time with notice to User.

4.2 Taxes

Our fees do not include any taxes like import or export fees, duties, or similar charges, all of which are your responsibility. Where VAT charge is mandatory We will invoice that.

5. DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF LIABILITY.

5.1 No warranties

The Services and all information, content, materials and services related to the foregoing are provided ”as is” and “as available,” without warranties or guaranties of any kind, either express or implied, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, title, non-infringement, non interference, system integration and accuracy of data. We and/or Our third party suppliers or licensors do not warrant that the system, content or any materials or Services available on or through the services or through Us are or will be accurate, current, error-free, virus free, reliable or appropriate for any particular use to which you or any third party may choose to put them, that the system is or will be available on an uninterrupted and error-free basis or that defects will be corrected. We are not the provider of, and makes no warranties with respect to, any third-party offerings. We do not guarantee the security of any information transmitted to or from the system; and You agree to assume the security risk for any information you provide using the Services.

5.2 Limitation of liability

Use of the services is at your own risk. In no event will C-Facts be liable for any indirect, incidental, consequential, punitive or special damages, whether or not such damages were foreseeable and even if C-Facts was advised that such damages were likely or possible.
in no event will the aggregate liability of Us to you for any and all claims arising out of or in connection with this Agreement, the Services, or the use of the services exceed what you have paid in the three (3) months prior to the damage causing event, without V.A.T., if it was applicable. A series of consecutive damage causing events, is deemed one (1) damage causing event. . You agree that we will not be liable to You or any other party for any termination of Your access to the services or deletion of Your account or content.

Without limiting the foregoing, under no circumstances shall We or Our licensors be held liable for any delay or failure in performance resulting directly or indirectly from forces of nature, or causes beyond its reasonable control, including internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

In case damages are fully attributable to a cloud vendor which was contracted by Us to host the Services, We are not more liable than We are able to recover from the cloud vendor.

All agreed upon limitations of liability, in this article, Agreement or elsewhere, are void in case of intent or conscious recklessness of Our top level management.

5.3 Indemnification

To the extent permitted by applicable law, You agree to defend, indemnify and hold harmless Us, Our officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees arising from: (i) your use of and access to the Services; (ii) Your violation of any term of this Agreement; or (iii) Your violation of any third-party right, including any copyright, property, or privacy right. This defense and indemnification obligation will survive this Agreement and Your use of the Services.

6. GENERAL TERMS

6.1 Modifications to Terms

We may change this Agreement from time to time. Any such changes will become effective when posted on www.C-Facts.com. If You object to any such changes, your sole recourse will be to cease using the Services. Continued use of the Services following posting of any such changes will indicate your acknowledgement of such changes and Your agreement to be bound by the revised Agreement, inclusive of such changes.

We reserve the right to modify the system and/or Services at any time without notice. If You object to any changes to the system or Services, Your sole recourse will be to cease using them. Continued use of the system or Services following posting of any such changes will indicate Your acknowledgement of such changes and satisfaction with the Services as so modified. We also reserve the right to discontinue the system and/or Services at any time without notice. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the System or the Services.

6.2 Disputes

This Agreement will be subject to and construed in accordance with the laws of the Netherlands. You agree that any claim or dispute You may have against Us must be resolved exclusively by a court located in Amsterdam, The Netherlands. You agree to submit to the jurisdiction of the courts located in Amsterdam for the purpose of litigating all such claims or disputes.

6.3 Electronic Communications

The communications between You and Us use electronic means. For contractual purposes, You (a) consent to receive communications from Us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that We provide to You electronically have the same effect as if they were provided in writing and signed by You in ink. The foregoing does not affect your non-waivable rights.

6.4 Conflicting Terms

Except as otherwise specifically provided in this Agreement, in the event of a conflict between the terms and conditions of this Agreement and any separate services agreement (“Services Agreement”) executed by You and an authorized representative of Us, as they apply to the relationship between Us and You, the terms and conditions of that separate Services Agreement shall govern.

6.5 General Agreement

You agree to comply with all laws, rules and regulations that apply to your use of the Services. This Agreement and any rights granted hereunder may not be transferred or assigned by You without prior written consent from Us but may be assigned by Us without restriction.

This Agreement, together with the Privacy Policy, the EUA, any other separate terms referred to and or ported herein by reference, and any other legal notices published by Us on Our websites, shall constitute the entire agreement between You and Us concerning the Services. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, You agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of these terms shall remain in full force and effect. The provisions of Sections 1.a, 1.b, 1.d, 2, 4, and 5 will survive the termination of these terms. You agree that any claim or cause of action related to the Services, and/or this Agreement must be filed within one (1) month after such claim or cause of action arose or be forever barred.