Abzer shall make the services available to the customer pursuant to this agreement. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor depended on any oral or written public comments made by Abzer regarding future functionality or future.
Services are purchased as user subscriptions and may be accessed by one or more specified number of users.
Additional uses subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term at the time the additional user subscriptions are added and the added user subscriptions shall terminate on the same date as the pre-existing user subscriptions. User subscriptions are for designated users only and cannot be shared or used by more than one user but may be reassigned to new user replacing format users who no longer require on going use of the services.
To the extend that customer data comprises personal data, customer here by agree that Abzer DMCC and SmartCheckInn are each acting as individual data processors on behalf of customer. Abzer DMCC and Smartcheckinn shall
Process customer data in accordance with this agreement, customer’s instructions and applicable data protection Laws and regulations.
Implement and maintain appropriate organizational, administrative physical and technical safeguards for the protection of the security, confidentiality and integrity of the customer data and protect against unauthorized access to or alteration, disclosure destruction or loss of customer data.
Not Modify customer data
Not disclose customer data except as compelled by low in accordance with the “confidentiality: Compelled disclosure” section below or as expressly permitted in writing by the customer.
Not access customer data except to provide services and prevent or address services or technical problems or at customers request in connection with customer support matters.
Take reasonable steps to ensure that the Abzer DMCC employees providing the services are under strict confidentiality provisions and are suitably trained in any such technical organizational and security measures.
By submitting customer data to the services, customers act as Data controller under applicable data protection laws and regulations. Customer shall have sole responsibility for the accuracy, quality, integrity, legality and reliability of the customer data and of the means by which it acquired customer data and ensure that data processing instruction given to Abzer DMCC comply with applicable data protection Laws and regulations.
Abzer DMCC shall
Provide basic support for the services to the customer at no additional charge, and/or upgraded support if purchased.
Use commercially reasonable endeavors to make the services available 24 hours a day, 7 days a week except for Planned downtime (of which Abzer gives at least 8 hours notice)
Any unavailability caused by circumstances beyond Abzer’ s reasonable control, including without limitation, acts of God , acts of Government , floods , fires , earthquakes , civil unrest , acts of terror or other labour problems (Other than those involving Abzer Employees ), Internet services provider failure or delays or denials of services attacks and provide the services only in accordance with applicable laws and government regulations.
Customer shall be responsible for users compliance with this agreement use commercially reasonable endeavors to prevent unauthorized access to or use of the services, and notify Abzer DMCC promptly of such unauthorized access or use.
Use the service only in accordance with the applicable laws government regulations, including without limitation Data protection Laws and Regulations.
Customer shall not (A) make the service available to anyone other than users, (B) sell, resell, or lease the services (C) use the services to store or transmit infringing, libelous or otherwise unlawful or tutorial material or to sore transmit material in breach of third-party privacy rights (D) use the service to store or transmit malicious code interfere with or disrupt the integrity or performance of the service or third party data contained therein or (F) attempt to gain unauthorized access to services or their related systems or networks.
Abzer or third parties may from time-to-time make available to customer third party products or services including but not limited to Non Abzer Application and implementation, contamination and other consulting services. Any Acquisition by customer of such non-Abzer products or services and any exchange of data between customer and any non-Abzer provider are solely between customer and the applicable non Abzer provider. Abzer does not warrant or support non-Abzer products or services whether or not they are designated by Abzer as “Certified” or otherwise, except as specified in any order Form, subject to the “Integration with non-Abzer Applications” section below, no purchase of non-Abzer products or services is required to use the services except a supported computing device, operating systems, web browser and internet connection.
If customer installs or enables Non-Abzer Applications for the use with Services customer acknowledges that Abzer may allow providers of those Non-Abzer applications to access customer Data as required for the interoperation and support of such Non-Abzer Applications with the Services. The Services shall allow customer to restrict such access by restricting Users from installing or enabling such Non-Abzer Applications for use with the Services.
Customer shall be responsible for entering into contractual arrangement directly with Non-Abzer Applications providers to ensure appropriate protection if and access to Customer Data, and to address responsibility for any disclosure, modification or deletion of customer data by the Non-Abzer Application provider, or any breach of data protection laws and regulations resulting from Non-Abzer Application provider access to customer data. Non-Abzer Application providers shall not be considered as subcontractors or sub-Data processors or either Abzer of SmartCheckInn.
Abzer shall not be responsible for any disclosure, modification, corruption, loss or Deletion of Customer data, or any breach of applicable data protection laws and regulations, resulting from any access by any Non-Abzer Applications provider to customer data through a Non-Abzer Application installed by customer.
The services may contain features designed to interoperate with Non-Abzer Applications (e.g., – Google, Facebook, Twitter Applications). To use such features, customer may be required to obtain access to such Non-Abzer Application from their providers. If the provider of any such Non-Abzer Application ceases to make the Non-Abzer Application available for interoperation with the corresponding Service features on reasonable terms, Abzer may cease providing such services or features without entitling customer to any refund, credit, or other compensation.
Customer shall pay all Fee specified in all order forms hereunder. Except as otherwise specified herein or in Order Form,
Fees are based on services purchased and not actual usage, (b) Payment obligations are non-cancellable and fees paid are non-refundable, and (c) The Number of User Subscription purchased cannot decreased during relevant subscription Terms stated on the Order Form. User Subscription Fees are based on the monthly period that begin on the Subscription start date and each monthly anniversary thereof; therefore, fees for User Subscription added in the middle of a monthly period will be charged for that full monthly period and the monthly period remaining in the subscription term.
Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the relevant Order Form, Fees are due and payable within 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Abzer and notifying Abzer of any changes to such information.
If any amount invoiced hereunder are not received by Abzer by due date then at Abzer’s discretion, (a) Such charges may accrue late payment Fee or the maximum rate permitted by law, whichever is lower , from the date such payment was due until the date paid, and /or (b) Abzer may condition future subscription renewal and Order Forms on Payment Terms shorter than those specified in the “Invoicing and Payment “ section above.
If any charge owing by Customer is 30 days or more overdue, Abzer may suspend Services until such amounts are paid in full, provided that Abzer has given Customer 10 or more days ‘ prior notice that its account is overdue in accordance with the “Notice” section below
Abzer shall not exercise its under the “ Overdue Charges” or “ Suspension of Service” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
Unless otherwise stated, Abzer fees are exclusive of all applicable taxes, levies or duties imposed by taxing authorities, including without limitation value-added, and withholding taxes, and Customer shall be responsible for payment of all such taxes, levies or duties, excluding only taxes based on Abzer’s income.
Subject to the limited rights expressly granted hereunder, Abzer reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer hereunder other, than as expressly set forth herein
Save to the extent expressly permitted by applicable law, Customer shall not (1) permit any third party to access the Services except as permitted herein or in any Order Form, (2) create derivative works based on the Services except as permitted herein, (3) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets otherwise for its own internal business purposes, (4) reverse engineer the Services, or (5) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
If customer, a third party acting on Customer’s behalf, or a User creates applications or programme code using the Services, Customer authorizes Abzer to host, copy, transmit, display and adapt such applications and programme code, solely to the extent necessary for Abzer to provide the Services in accordance with the Agreement. Subject to the above, Abzer acquires no right, title or interest from Customer or its licensors under this Agreement in or to such applications or programme code, including any intellectual property rights therein.
Subject to the limited rights granted by Customer hereunder, Abzer acquires no right, title or interest from Customer or its licensors under this Agreement in or to Customer Data, including without limitation by intellectual property rights therein.
Abzer shall have a royalty-free, worldwide, irrevocable, license, for the duration of the applicable intellectual property rights to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Services.