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SignUp Software

PRODUCT TERMS

ExFlow Web Hosting Services​

1
GENERAL
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1.1
These Product Terms specify the terms and conditions which apply to when SignUp hosts the Customer's ExFlow Web (referred to as the "Software" in these Product Terms) on either a dedicated server or a multi-tenant server. For the avoidance of doubt, these Product Terms do not apply when the Customer's ExFlow Web is self-hosted. ExFlow Web is a feature to ExFlow for Microsoft Dynamics 365, regulated under the Product Terms ExFlow/Axtension for Microsoft Dynamics 365 Finance & Operations and Business Central.
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1.2
Defined terms used in these Product Terms shall have the meaning given to them in the Definitions schedule.
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2
PROVISION OF THE SOFTWARE
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2.1
SignUp undertakes to make the Software available to the Customer at a specified access point (a secure password protected site hosted by SignUp, or a third party). The Customer obtains a right to access and use the Software in the form of a SaaS during the Subscription Term.
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2.2
The Software includes the provision, and the continuous operation and maintenance, of the technical platform on which the Software runs from time to time. The technical platform, and the continuous services in relation thereto, may be provided by SignUp or a may constitute Third-Party Software, such as public cloud services.
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3
FEES
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The annual hosting fee for the Software is set out in the Order Agreement.

4
CUSTOMER UNDERTAKINGS
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4.1
The Customer shall not permit anyone other than its authorized users to access or use the Software.
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4.2
Access and use of the Software requires the Customer to be connected to the internet and have access to the technical equipment communicated by SignUp, including the Product Catalogue, as it may be updated over time.
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4.3
The Customer is responsible for all third-party software and equipment within the Customers internal IT, web browsers, firewalls etc., and that such equipment is correctly installed and configured to allow traffic to the Software.
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4.4
The Customer shall, upon request, grant access to, and provide SignUp with, information about the Customer's IT environment to the extent relevant and required to set up and provide the Software.
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4.5
The Customer shall comply with SignUp's from time-to-time applicable security instructions and procedures for using the Software.
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4.6
The Customer undertakes not to use the SaaS in such a manner that prevents or disrupts other computer communications or prevents or disrupts the equipment employed in order to provide and use the Software. The Customer shall not force any electronic barriers or locks which has been adapted for the purpose of protecting the Software.
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4.7
The Customer shall take all necessary precautions to prevent introduction of viruses to the Software, and to prevent any unauthorised access. The Customer must promptly provide SignUp with any and all details if the Customer becomes aware of any unauthorised access, copying, modification or use of the Software.
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5
SUSPENSION OF SOFTWARE
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5.1
The Customer acknowledges and accepts that SignUp is entitled, without any liability, to temporarily suspend the provision of the Software:
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(a)

if SignUp in its professional discretion should conclude that Customer Data, or of any of the Customer's access to or use of the Software, causes or imposes a risk for system failure or a security threat to any SignUp system or to any data therein; or

(b)

if the Customer, despite reminder, has overdue payments or withholds payments in contradiction with the Agreement or becomes bankrupt, ceases payments, goes into liquidation, applies for restructuring or may otherwise reasonably be considered insolvent.

6
ACCESS TO CUSTOMER DATA
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The Customer is upon written request to SignUp entitled to obtain all Customer Data stored by SignUp in a machine-readable form acceptable to the Customer. SignUp shall be entitled to reasonable remuneration for any work related to providing the Customer with Customer Data. Following termination of the Agreement, SignUp shall return or erase all Customer Data unless such Customer Data is anonymized and/or aggregated so that any Customer identifiers have been removed.

7
AVAILABILITY
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7.1
The agreed availability for the hosting of the Software is 99.5 % measured on an annual basis counted from the commencement of the Subscription Term as set forth in the Order Agreement.
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7.2
In measuring the availability of the hosting of the Software against the service levels set out in Section 7.1, no account shall be taken of any measure in respect of any period of time or incident or other measured event:
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(a)

caused by an act or omission of the Customer or of a third party other than one for whom SignUp is responsible;

(b)

which arises as a consequence of a Force Majeure Event;

(c)

planned downtime where SignUp has notified the Customer of such downtime in advance; or

(d)

where SignUp and the Customer have agreed that the service level should be suspended or otherwise not operate.

7.3
The service levels and potential service credits are set out below.
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AvailabilityService credit
99.50 - 98.50 %10 % of the hosting fee for the Software.
98.49 - 97.00 %20 % of the hosting fee for the Software.
< 97.00 %50 % of the hosting fee for the Software.

7.4
If SignUp fails to meet the service levels set out in Section 11.3, the Customer shall be entitled to a service credit towards a portion of the hosting fee for the Software. Reports regarding availability will only be provided to the Customer upon request and the Customer must submit any claims for service credits in writing to SignUp no later than twenty (20) days after such request has been made. Service credits will, if availability has been measured below the service levels in Section 11.3, be credited on the next invoice for the hosting fee.
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