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International Agreement for the Use of Aixept Business Management Software as a Service – AiBiz SaaS


  1. Definitions

    Content – information, software, and data, including, without limitation, any Personal Data (as defined in Section 1.7), hypertext markup language files, scripts, programs, recordings, sound, music, graphics, images, applets, or servlets that are created, provided, uploaded, or transferred by Customer and any user authorized by Customer.

    Customer – the person or entity that is using the Aixept Business Management Application (AiBiz).

    Enabling Software – any Program and associated materials provided to Customer by Aixept Technologies or a third party as part of the AiBiz offering in order to facilitate access to and use of the AiBiz SaaS.

    Aixept Technologies (Aixept) – the company that is providing the AiBiz SaaS.

    AiBiz User – one who accesses an AiBiz SaaS using a user account identification and password associated with Customer’s AiBiz account and provided by Customer.

    Evaluation Period – the period during which the Customer uses the AiBiz SaaS without payment.

    Terms of Use – any additional terms under which Aixept Technologies makes an AiBiz available to Customer.

  2. AiBiz SaaS

    Customer agrees that Aixept Technologies is not providing it with access to the Internet in order to use AiBiz SaaS and that Customer remains responsible for Internet access.

    Customer acknowledges that Aixept Technologies and its subsidiaries (1) do not control the transfer of data over telecommunications facilities, including the Internet, and (2) in a public Internet environment cannot commit to particular confidentiality obligations.

  3. Customer’s Right to Use

    Customer can pay for the use of the application or evaluate it for free for a period of one (1) month. Customer may use the AiBiz as authorized by Aixept Technologies on condition that:

    1. Customer ensures that anyone who uses the AiBiz does so only on Customer’s behalf and complies with the terms of this Agreement; and
    2. Customer does not:
      1. use, copy, modify, or make the AiBiz Application available, in whole or part, to third parties, except as expressly permitted in this agreement;
      2. reverse assemble, reverse compile, and otherwise translate, or reverse engineer the AiBiz Application, unless expressly permitted by applicable law without the possibility of contractual waiver;
      3. use any of the AiBiz Application components, files, modules, audio-visual content, or related offering materials separately from that of the Aixept Technologies offering;
      4. rent, sublicense, or lease the AiBiz SaaS offerings;
      5. create Internet "links" to or from the AiBiz SaaS; or
      6. "frame" or "mirror" any content forming part of an AiBiz SaaS, other than Customer’s authorized use of the AiBiz Application.
  4. Content

    Aixept Technologies provides only services for Content. Aixept Technologies is not the publisher of Customer’s Content transmitted within AiBiz. Customer has sole responsibility for the following:

    1. ensuring the adequacy of any AiBiz elements to satisfy any Customer requirements.
    2. having all necessary authorizations to allow Aixept Technologies to host, cache, record, copy, and display Content, and Customer represents that it has and will keep in effect during its use of AiBiz SaaS all such authorizations and approvals necessary to grant Aixept Technologies and its subcontractors these rights, and that such rights are provided at no charge to Aixept Technologies. Customer retains all right, title, and interest in and to its Content; and
    3. the selection and implementation of procedures and controls regarding access, and security.

    Customer grants to Aixept Technologies and its subcontractors a nonexclusive, irrevocable, worldwide, royalty-free, fully- paid, transferable license to host, cache, record, copy, and display Content, solely for the purpose of making the AiBiz SaaS available to the customer.

  5. Ownership

    Aixept Technologies or its own the AiBiz SaaS. Customer agrees that title to, ownership of and all rights in and to patents, copyrights, trademarks, and all other intellectual property rights in the AiBiz SaaS, and any copy or part of AiBiz SaaS will remain with Aixept Technologies or its suppliers.

  6. Emergency Maintenance & Scheduled Maintenance

    Aixept Technologies may perform regularly scheduled maintenance during maintenance windows defined by Aixept. Other scheduled and non-scheduled down times may occur.
    AiBiz SaaS offerings will not be available during these times.

  7. Enabling Software

    This AiBiz SaaS offering may include Enabling Software provided by Aixept Technologies or a third party supplier. If Customer downloads or installs any Enabling Software, Customer agrees not to use such Enabling Software for any purpose other than to facilitate or enable Customer’s access and use of the AiBiz SaaS offering. If Enabling Software is presented with a separate license agreement at the time of installation or download, such separate agreement will govern its use.

    Customer agrees that Customer accepts such terms by accepting this Agreement or downloading, installing, or using the Enabling Software.

  8. Updates; Applicable Terms and Authorization for Auto Updates

    This Agreement applies to all enhancements, modifications, variations, revisions, updates, supplements, add-on components, and replacements for the AiBiz SaaS offerings (collectively, "Updates") that Aixept Technologies may provide or make available for the AiBiz SaaS offering, subject to any additional terms provided by Aixept applicable to such Updates. Customer authorizes Aixept Technologies to, and agrees that Aixept Technologies may, in accordance with Aixept Technologies’ standard operating procedures, automatically transmit, access, install, and otherwise provide Updates to AiBiz SaaS offerings without further notice or need for consent. Aixept Technologies has no obligation to, and nothing in this Agreement may be construed to require Aixept Technologies to, create, provide, or install Updates.

  9. General Principles of Our Relationship
    1. Notices and Communications

      To the extent permissible under applicable law, the parties consent to the use of electronic means and facsimile transmissions to send and receive communications in connection with our business relationship arising out of this Agreement, and such communications are acceptable as a signed writing. An identification code (called a “user ID”) contained in an electronic document is sufficient to verify the sender’s identity and the document’s authenticity.

    2. Other Principles of Our Relationship
      1. This Agreement and any transaction under it do not create an agency, joint venture, or partnership between Customer and Aixept Technologies. Each party is free to enter into similar agreements with others to develop, acquire, or provide competitive products and services.
      2. Customer authorizes Aixept Technologies and its subsidiaries to store and use Customer’s business contact information wherever they do business, in connection with the AiBiz SaaS offering or in furtherance of Aixept’s business relationship with Customer.
      3. No right or cause of action for any third party is created by this Agreement or any transaction under it, nor is Aixept Technologies responsible for any third party claims against Customer except as permitted in Section.
      4. Customer agrees that their use of the AiBiz SaaS offering will comply with the Aixept Technologies acceptable use policy and applicable data protection laws.
      5. There is no charge for the use of the AiBiz SaaS for the duration of the Evaluation Period.
  10. Indemnity

    Customer agrees to indemnify, defend and hold Aixept Technologies harmless against any third party claim arising out of or relating to: 1) violation of the Acceptable Use policy by Customer or any AiBiz SaaS User; or 2) Content created within the AiBiz SaaS offering or provided, uploaded, or transferred to AiBiz SaaS by Customer or any AiBiz SaaS User.

  11. Limitation of Liability

    The limitations and exclusions in this Section 1.15 (Limitation of Liability) apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver.

  12. Termination

    Aixept Technologies may terminate Evaluating Customer’s access to AiBiz SaaS for at any time within the evaluation period or when the Customer fails to renew payment as when due. Customer’s access and other rights to the AiBiz SaaS will be cancelled and cease. In such event, Customer and its AiBiz SaaS Users must cease any further use of the AiBiz SaaS and destroy any copies of the associated Enabling Software within Customer’s possession or control.

  13. Term of Evaluation Period

    The Evaluation Period begins on the date Customer agrees to the terms of this Agreement and ends upon the earliest of 1) the end of the duration or the date specified by Aixept Technologies or 2) the date on which Customer’s access to the AiBiz SaaS offering for evaluation is disabled by Aixept, unless earlier terminated as specified in Section 1.17.1 (Termination). Customer’s ability to use the AiBiz SaaS offering terminates at the end of the Evaluation Period along with any access to materials Customer may have used within the AiBiz SaaS offering, and Customer agrees to promptly discontinue use of the AiBiz SaaS offering and destroy any copies of the associated Enabling Software within Customer’s possession or control.

  14. Compliance Verification

    Upon reasonable notice, Aixept may verify Customer’s compliance with this Agreement at all locations and for all environments in which Customer uses (for any purpose) AiBiz SaaS. Such verification will be conducted in a manner that minimizes disruption to Customer’s business. Aixept will notify Customer in writing if any such verification indicates that Customer has used any AiBiz SaaS in excess of its authorized use or is otherwise not in compliance with this Agreement. Customer agrees to promptly pay directly to AiBiz the charges that AiBiz specifies in an invoice for 1) any such excess use and 2) any additional charges and other liabilities determined as a result of such verification. The rights and obligations set forth in this Section 1.19 remain in effect during the period Customer is accessing the AiBiz Offering and for two years thereafter.

  15. Updates to the Agreement

    Aixept reserves the right to modify this Agreement, only with respect to prospective use of the AiBiz SaaS offering, at any time, by providing notice of such modified terms to Customer. Customer’s continued use of an AiBiz SaaS offering constitutes Customer’s acceptance to be bound by any such modified Agreement.

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