Service Terms
Last updated: November 25th, 2020
1. INTRODUCTION.
The Service Terms ("Service Terms") herein govern use of the Accelize Services. Capitalized terms used in these Service Terms but not defined below are defined in the Accelize End-User Agreement or other agreement with Accelize governing use of the Services (the "Agreement").
2. UNIVERSAL SERVICE TERMS APPLICABLE TO ALL SERVICES.
2.1 Customer shall not transfer outside the Services any software (including related documentation) obtained from Accelize or third party licensors in connection with the Services without Accelize's explicit written permission.
2.2 Customer must comply with current technical documentation applicable to the Services (including applicable developer guides) posted on the Accelize Sites.
2.3 Customer shall provide information or other materials related to Customer Marketplace Content (including copies of any client-side applications) as reasonably requested by Accelize to verify such Customer's compliance with the Agreement. Customer shall reasonably cooperate with Accelize to identify the source of any problem with the Services that Accelize reasonably believes may be attributable to Customer Marketplace Content or any other materials under Customer's control.
2.4 In connection with use of the Services, Customer is responsible for maintaining licenses and adhering to the license terms of any software Customer may run. If Accelize reasonably believes any Customer Marketplace Content violates the law, infringes or misappropriates the rights of any third party, or otherwise violates a material term of the Agreement (including, without limitation, the documentation, the Service Terms, or the Acceptable Use Policy) (collectively the "Prohibited Content"), Accelize will notify Customer of the Prohibited Content and may request that such content be removed or access to it be disabled. If Customer does not remove or disable access to the Prohibited Content within two (2) business days of such notice, Accelize may remove or disable access to the Prohibited Content, or suspend the Customer Marketplace Content, to the extent that it is able. Notwithstanding the foregoing, Accelize may remove or disable access to any Prohibited Content without prior notice in connection with illegal content where the content may disrupt or threaten the Services or in accordance with applicable law or any judicial, regulatory, or other governmental order or request. In the event that Accelize removes Customer Marketplace Content without prior notice, Accelize will provide prompt notice to Customer unless prohibited by law.
2.5 Customer shall ensure that all information provided to Accelize via the Accelize Sites (e.g., information provided in connection with that Customer's registration for the Services and requests for increased usage limits) is accurate, complete, and not misleading.
2.6 From time to time, Accelize may apply upgrades, patches, bug fixes, or other maintenance to the Services and any Accelize Content ("Maintenance"). Accelize agrees to use reasonable efforts to provide Customer with prior notice of any scheduled Maintenance (except for emergency Maintenance), and Customer agrees to use reasonable efforts to comply with any Maintenance requirements about which Accelize may notify Customer.
2.7 If End-User's Agreement does not include a provision concerning Accelize Confidential Information, and Customer and Accelize do not have a non-disclosure agreement in place, then Customer agrees not to disclose Accelize Confidential Information, except as required by law.
2.8 Customer may perform benchmarks, comparative tests, or evaluations (each, a "Benchmark") of the Services. If Customer performs or discloses, or directs or permits any third party to perform or disclose, any Benchmark of any of the Services, Customer (i) will include in any disclosure, and will disclose to Accelize, all information necessary to replicate such Benchmark, and (ii) agrees that Accelize may perform and disclose the results of Benchmarks of Customer's products or services, irrespective of any restrictions on Benchmarks in the terms governing Customer's products or services.
2.9 Intentionally omitted.
2.10 If Customer processes the personal data of Subscribers or other identifiable individuals through Customer's use of a Service, Customer is responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. Customer represents to Accelize that Customer has provided all necessary privacy notices and obtained all necessary consents as required by applicable laws and regulations. Customer is responsible for processing such data in accordance with any applicable laws and regulations.
2.11 If Customer has been charged for a Service for a period when that Service was unavailable (as defined in the applicable Accelize Service Level Agreement), Customer may request a Service Credit according to the terms set forth in such Accelize Service Level Agreement.
2.12 If Customer is subject to the French Politique générale de sécurité des systems d'information de santé (PGSSI-S), Customer agree that use of the Services complies with the PGSSI-S.
3. DATA PROTECTION.
These Service Terms incorporate the Accelize Data Processing Addendum, as applicable.
4. ALPHAS, BETAS, AND PREVIEWS.
4.1 This Section describes the additional terms and conditions under which Customer may (a) access and use certain features, technologies, and services made available to Customer by Accelize that are not yet generally available, including, but not limited to, any products, services, or features labeled "alpha", "beta", "preview", "pre-release", "experimental", or similar such term or indicator), and any related Accelize Content (each, a "Beta Service") or (b) access and use Services and any related Accelize Content available in Accelize regions that are not generally available, including, but not limited to, any Accelize regions identified by Accelize as "alpha", "beta", "preview", "pre-release", "experimental", or similar such term or indicator (each, a "Beta Region").
4.2 Customer must comply with all terms related to any Beta Service or Beta Region as posted on the Accelize Sites or otherwise made available to Customer. Accelize may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Services or Beta Regions at any time. Service Level Agreements do not apply to Beta Services or Beta Regions.
4.3 Customer shall provide Accelize with information relating to access, use, testing, or evaluation of Beta Services or Beta Regions, including observations or information regarding the performance, features, and functionality of Beta Services or Beta Regions ("Test Observations"). Accelize will own all, and may use and evaluate all, Test Observations for its own purposes. Customer will not use any Test Observations except for Customer's internal evaluation purposes of any Beta Service or Beta Region.
4.4 Accelize may suspend or terminate a Customer's access to or use of any Beta Service or Beta Region at any time. Customer access to and use of each Beta Service and Beta Region will automatically terminate upon the release of a generally available version of the applicable Beta Service or Beta Region or upon notice of termination by Accelize. Notwithstanding anything to the contrary in the Service Terms or the Agreement, after suspension or termination of Customer's access to or use of any Beta Service or Beta Region for any reason, (a) Customer will not have any further right to access or use the applicable Beta Service or Beta Region, and (b) Customer Marketplace Content used in the applicable Beta Service or Beta Region may be deleted or rendered inaccessible.
4.5 Test Observations, suggestions concerning a Beta Service or Beta Region, and any other information about or involving (including the existence of) any Beta Service or Beta Region are considered Accelize Confidential Information.
4.6 WITHOUT LIMITING ANY DISCLAIMERS IN THE SERVICE TERMS OR THE AGREEMENT, BETA SERVICES AND BETA REGIONS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SERVICE TERMS OR THE AGREEMENT, ACCELIZE IS PROVIDING BETA SERVICES AND BETA REGIONS TO CUSTOMER "AS IS." ACCELIZE AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES AND BETA REGIONS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES AND BETA REGIONS WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING CUSTOMER MARKETPLACE CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ACCELIZE AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
4.7 IN NO EVENT SHALL ACCELIZE'S OR ITS AFFILIATES' OR LICENSORS' AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, COSTS, EXPENSES, OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT) RELATED TO ANY BETA SERVICES AND BETA REGIONS, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO ACCELIZE UNDER THE AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
5. ACCELIZE MARKETPLACE.
5.1 Except to the extent Content made available through Accelize Marketplace is provided to Customer under a separate license that expressly states otherwise, neither Customer nor any Subscriber may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any Content, (b) reverse engineer, disassemble, or decompile the Content, or apply any other process or procedure to derive the source code of any software included in the Content, (c) resell or sublicense the Content, (d) transfer Content outside the Services without specific authorization to do so, or (e) actually or attempt to tamper with or circumvent any controls or make unauthorized copies of the Content.
5.2 Accelize may stop providing Accelize Marketplace (or any features of or listings within Accelize Marketplace) at any time, without prior notice to Customer. In addition, Accelize may disable or remove Content Customer may have purchased on Accelize Marketplace, if Accelize determines that the Content may violate any Policies or any other law, policy, or regulation.
5.3 To the extent authorized by the respective third party provider on the Accelize Marketplace, Accelize may disable access to or remove any Third Party Content which Customer may have purchased or subscribed to on Accelize Marketplace in the event of overdue and uncollected payments, upon Accelize providing Customer with at least thirty (30) days' advance written notice providing opportunity for the Customer to bring current any payment due.