SOFTWARE AS A SERVICE (SaaS) TRIAL LICENSE
This Software as a Service license for trial (this “Trial License”) is entered into by you on the date you accept it or upon your first use of the Hosted Services linking to this Trial License. (the “Effective Date”) by and between Indegene, Inc., a corporation incorporated under the laws of Delaware having its address at 150 College Rd West Suite 104, Princeton New Jersey 08540 USA and affiliates (“SaaS Provider”) and you (“SaaS Subscriber”).
WHEREAS, SaaS Subscriber requires third-party hosted “software as a service” (the “Hosted Services,” as further described herein) with respect to a limited trial;
WHEREAS, SaaS Provider has agreed to provide the Hosted Services for limited trial to SaaS Subscriber, all on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Trial License, the parties hereby agree as follows:
Except to the extent expressly provided otherwise, in this Trial License:
"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
"Trial License" means this Software as a Service Trial License Agreement including any Schedules, and any amendments to this Trial License from time to time;
"Business Day" means any weekday other than a bank or public holiday in for each applicable market;
"Business Hours" means Monday to Friday 7:00 am to 8:00 pm local time for each applicable market;
"Documentation" means the documentation for the Hosted Services produced by SaaS Provider and delivered or made available by SaaS Provider to SaaS Subscriber;
"Effective Date" means the date of execution of this Trial License;
"Force Majeure Event" means an event or a series of related events that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, earthquakes, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" means Indegene Omnipresence, including all its constituent software applications such as Customer Relationship Management tools, omnichannel engagement tools, digital content tools, and data and analytics tools, which will be made available by the SaaS Provider to SaaS Subscriber as a service via the internet in accordance with this Trial License;
"Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of SaaS Subscriber or any person authorized or enabled by SaaS Subscriber to use the Software Platform or
(b) any use of the Software Platform or Hosted Services contrary to the Documentation, whether by SaaS Subscriber or by any person not authorized by SaaS Provider;
(c) a failure of SaaS Subscriber to perform or observe any of its obligations in this Trial License; or
(d) an incompatibility between the Software Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;
"Hosted Services Specification" means the specification for the Software Platform and Hosted Services set out in this Trial License and in the Documentation;
"Intellectual Property Rights" means all intellectual property rights anywhere in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Mobile App" means the mobile application known as Indegene Omnipresence that is made available by SaaS Provider through the Google Play Store and the Apple App Store;
"Permitted Purpose" means trial of the Software Platform;
"Software Platform" means the Indegene Omnipresence software managed by SaaS Provider and used by SaaS Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed. For full clarity, Indegene Omnipresence presently uses the Microsoft Dynamics 365 enterprise application platform as an underlying technology platform;
"SaaS Subscriber Confidential Information" means:
(a) any information disclosed by SaaS Subscriber to SaaS Provider in writing at any time before the termination of this Trial License, that at the time of disclosure:
(i) was marked or described as "confidential"; or
(ii) should have been reasonably understood by SaaS Provider to be confidential; and
(b) SaaS Subscriber Data;
“SaaS Subscriber Data” means a) any data uploaded, entered or supplied to or received, processed, generated or created by SaaS Provider or SaaS Provider’s Software Platform in connection with this Trial License and b) any software and its related documentation, from whatever source, that may be supplied by SaaS Subscriber to SaaS Provider in connection with this Trial License.
"Schedule" means any schedule attached to this Trial License;
"Support Services" means technology support in relation to the use of, and the identification and resolution of errors in, the Hosted Services;
"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that SaaS Provider agrees in writing shall be supported for use with the Software Platform and Hosted Services;
"Term" means the term of this Trial License, commencing in accordance with Section 3.1 and ending in accordance with Section 3.2;
"Update" means a hotfix, patch or minor version update to any Software Platform software; and
"Upgrade" means a major version upgrade of any Software Platform by SaaS Provider.
2. Hosted Services
2.1. SaaS Provider shall create an Account for SaaS Subscriber and shall provide to SaaS Subscriber login details for that Account on or promptly following the Effective Date.
2.2. SaaS Provider hereby grants to SaaS Subscriber during the Term a worldwide, non-exclusive, non-sub-licensable, non-transferable, non-modifiable, non-resellable license to use the Hosted Services by means of a Supported Web Browser or Mobile App for the Permitted Purpose of SaaS Subscriber in accordance with this Agreement and the Documentation.
2.3. SaaS Provider shall provide to SaaS Subscriber all necessary underlying Microsoft Dynamics 365 licenses under Microsoft’s Online Services Terms as provided in Schedule 2 (Microsoft Online Services Terms). For full clarity, Microsoft will be responsible for all product and service related warranties for Microsoft Dynamics 365 enterprise application platform as defined by the Microsoft Online Service Terms attached herewith in Schedule 2;
2.4. The license granted by SaaS Provider to SaaS Subscriber under Section 2.2 is subject to the limitations set forth in this Trial License, as well as the following limitations:
(a) the Hosted Services including the underlying Microsoft Dynamics 365 licenses may only be used by the officers, employees, agents and subcontractors of SaaS Subscriber; and
(b) the Hosted Services including the underlying Microsoft Dynamics 365 licenses must not be used at any point in time by more than the trial user.
2.5. Except to the extent expressly permitted in this Trial License or required by law on a non-exclusive basis, the license granted by SaaS Provider to SaaS Subscriber under Section 2.2 is subject to the following prohibitions:
(a) SaaS Subscriber may not sub-license its right to access and use the Hosted Services including the underlying Microsoft Dynamics 365 licenses;
(b) SaaS Subscriber may not permit any unauthorized person to access or use the Hosted Services including the underlying Microsoft Dynamics 365 licenses;
(c) SaaS Subscriber may not republish or redistribute any content or material from the Hosted Services including the underlying Microsoft Dynamics 365 licenses;
(d) SaaS Subscriber may not make any alteration to the Software Platform including the underlying Microsoft Dynamics 365 platform, except as permitted by the Documentation.
(e) SaaS Subscriber accepts the Online Services Terms for the Microsoft Dynamics 365 licenses, as shown in Schedule 2.
2.6. SaaS Subscriber shall use reasonable efforts, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using an administrator Account.
2.7. SaaS Subscriber must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of SaaS Subscriber, or by means of an administrator Account, comply with Schedule 1 (Acceptable Use Policy).
2.8. SaaS Subscriber must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Software Platform or impairment of the availability or accessibility of the Hosted Services.
2.9. SaaS Subscriber must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful;
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; or
(c) in breach of this Trial License or the Documentation.
2.10. For the avoidance of doubt, SaaS Subscriber has no right to access or duplicate the software code (including object code, intermediate code and source code) of the Software Platform, either during or after the Term.
2.11. SaaS Provider may suspend the provision of the Hosted Services if any amount due to be paid by SaaS Subscriber to SaaS Provider under this Trial License is overdue, and SaaS Provider has given to SaaS Subscriber at least 30 days' written notice of its intention to suspend the Hosted Services on this basis. SaaS Provider also may temporarily suspend SaaS Subscriber’s access to all or any portion of the Hosted Services if : SaaS Provider reasonably determines there is a threat or attach on any of the SaaS Provider’s Intellectual Property, if SaaS Subscriber’s use disrupts or poses a security risk to SaaS Provider’s Intellectual Property or to any other customer or vendor of SaaS Provider, if SaaS Subscriber is using the SaaS Provider’s Intellectual Property for any fraudulent or illegal activities, if SaaS Provider has grounds to terminate this Trial License, if SaaS Provider’s provision of the Hosted Services to SaaS Subscriber is prohibited by applicable law, or if any vendor of SaaS Provider has suspended or terminated SaaS Provider’s access to or use of any third party services or products required to enable SaaS Subscriber.to access the Hosted Services. In the event of any such suspension by SaaS Provider, SaaS Provider will use commercially reasonable efforts to provide written notice of suspension to SaaS Subscriber and to provide updates regarding resumption of access to the Hosted Services as appropriate. SaaS Provider will have no liability for any damages, liabilities or losses that SaaS Subscriber may incur as a result of any such suspension. Any suspension relating to the SaaS Subscriber will include its a