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SignUp Software

PRODUCT TERMS

ExFlow CO2 Insights​

1
INTRODUCTION
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1.1
These Product Terms apply in relation to the Customer's use of the ExFlow CO2 Insights, powered by Atmoz, solution ("ExFlow CO2 Insights"). By executing an Order Agreement that references these Product Terms, the Customer agrees to the terms and conditions referred to herein and that these Product Terms shall form an integrated part of the Agreement.
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1.2
Defined terms used in this document shall have the meaning given to them in the General Terms and Conditions, unless otherwise expressly stated herein.
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2
SE RIGHTS AND INTELLECTUAL PROPERTY
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2.2
The Customer shall only use the ExFlow CO2 Insights solution for internal business purposes and to the Customer's direct benefit. The Customer agrees not to modify, enhance, or create derivative works based upon ExFlow CO2 Insights or supplemental material associated with ExFlow CO2 Insights.
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2.3
The Customer shall be responsible for ensuring that any passwords, account details or other user identifications are handled securely in a manner that prevents unauthorized access or use of ExFlow CO2 Insights. Any such unauthorized access or use, or the suspicion thereof, shall immediately be reported to SignUp.
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2.4
The Customer acknowledges that Atmoz Technology AB (referred to hereunder as the Third-Party Software Vendor) and, as the case may be, their third-party licensors own and retain all title, ownership right and intellectual property rights in and to software utilized in the provision of ExFlow CO2 Insights as well as the design and appearance of ExFlow CO2 Insights and shall remain the property of the Third-Party Software Vendor and other third-party licensors. No intellectual property rights to ExFlow CO2 Insights shall transfer to the Customer. Any intellectual property rights vested in e.g., (without limitation) any software, drawings, technical solutions, documentation, materials resulting from any development of ExFlow CO2 Insights shall be owned by and the sole property of the Third-Party Software Vendor. During the Subscription Period, the Customer is granted a non-exclusive, non-sublicensable and non-transferrable right to use the result of such development.
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2.5
The Customer shall be and remain fully responsible for taking all appropriate measures to protect its own devices, IT and production environment, software and data against any loss and impairment. The Customer agrees to secure and protect ExFlow CO2 Insights with the same degree of care which the Customer employ to protect its own intellectual property of similar nature, but in no event less than reasonable standard of care.
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2.6
The Agreement also apply to any and all updates, enhancements, maintenance releases, patches, bug fixes, supplements, amendments, modifications and services with respect to ExFlow CO2 Insights or bundled with ExFlow CO2 Insights, if any, unless other terms accompany those updates, enhancements, maintenance releases, patches, bug fixes, supplements, amendments, modifications and services.
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2.7
Subject to the indemnification provisions set out in the General Terms and Conditions, SignUp agrees to indemnity and hold the Customer harmless from and against any claims brought against the Customer that the ExFlow CO2 Insights solutions infringes third-party intellectual property rights.
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3
LIMITED WARRANTY
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3.1
SignUp warrants that it has the right and authority to grant the Customer the license to use ExFlow CO2 Insights subject to the grant the right to use ExFlow CO2 Insights under these Product Terms.
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3.2
SignUp warrants that ExFlow CO2 Insights will function in accordance with any specifications provided to the Customer in the Product Catalogue.
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3.3
The Customer acknowledges that ExFlow CO2 Insights is a standard product and is delivered "as is" and SignUp, save from the limited warranty in Section 3.2, leaves no warranties or representations, whether expressed or implied to the Customer with regard to ExFlow CO2 Insights and expressly disclaims any liability, including but not limited to, functionality, fitness for purpose, loss of data, availability or freedom from errors and bugs. Moreover, SignUp does not warrant that ExFlow CO2 Insights will function together with any third-party products.
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4
FEES
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The Subscription Fees for ExFlow CO2 Insights are set out in the relevant Order Agreement and payment shall be made in accordance with the payment terms set out in the General Terms and Conditions.

5
SERVICE LEVELS
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5.1
General
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5.1.1
ExFlow CO2 Insights will be available twenty-four (24) hours a day, seven (7) days a week, except for planned and agreed maintenance carried out during the maintenance window.
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5.1.2
If the service levels set out in this Section 4 are not met, then the Customer is entitled to service credits from SignUp as further specified below.
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5.1.3
The service credits shall constitute compensation for SignUp's inability to provide the ExFlow CO2 Insights solution in accordance with this Agreement. SignUp's responsibility extends up to and including the service access point. For the purposes of these Product Terms, "service access point" shall be understood as the login page where the Customer provides its username and password, either manually or as a single sign-on solution from the Software.
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5.1.4
The service credits specified below are cumulative and calculated on a monthly basis.
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5.2
Backup
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SignUp shall ensure that data stored within the ExFlow CO2 Insights solution is backed up daily for data recovery purposes. Backups will be retained in a separate data centre.

5.3
Service Level Definitions
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5.3.1
Availability
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Availability is defined as the time during which the ExFlow CO2 Insights solution shall perform the functionality described in the Product Catalogue or any specification otherwise provided by SignUp.

5.3.2
Uptime Service Levels
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The ExFlow CO2 Insights solution will be available to the Customer at least 99 % of the time in each calendar month during the term, excluding the following reserved hours (collectively, "Excused Down Time"):

(i)

for down time to perform maintenance during a maintenance window; and

(ii)

midnight (Monday-Sunday) to 6:00 a.m. the next morning CET.

SignUp will be in breach of the foregoing uptime service level if the ExFlow CO2 Insights solution fails to achieve the 99 % availability (subject to the Excused Down Time described above), as measured over the period of a given calendar month, in accordance with the following formula:

a = 100 x (b - d) / (b - c), where:

"a" = the actual percentage of availability in such month

"b" = total number of hours in the month

"c" = total number of hours of excused down time

"d" = total number of hours of service unavailable

SignUp shall no later than on the twentieth (20th) day each month provide the Customer with a report that sets out the availability during the preceding month.

5.3.3
Remedy
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The Customer's sole remedy for any breach of the uptime service levels described in Section 4.3.2 above for a given month shall the following:

(i)

if the availability is less than 99 % but greater than or equal to 97 %, then the service credit will be 10 % of the Subscription Fee for ExFlow CO2 Insights,

(ii)

if the availability is less than 97 % but greater than or equal to 95 %, then the service credit will be 20 % of the Subscription Fee for ExFlow CO2 Insights,

(iii)

if the availability is less than 95 % but greater than or equal to 93 %, then the service credit will be 30 % of the Subscription Fee for ExFlow CO2 Insights,

(iv)

if the availability is less than 93 % but greater than or equal to 90 %, then the service credit will be 40 % of the Subscription Fee for ExFlow CO2 Insights,

(v)

if the availability is less than 90 %, then the credit will be 50 % of the Subscription Fee for ExFlow CO2 Insights.

5.4
Service Credits
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The service credits (if any) will be credited from the next invoice for the Subscription Fee of ExFlow CO2 Insights.