The Master SaaS Agreement (“Agreement”) is a legal
agreement made between you (“you” or “your”) and SOVA Systems and its
affiliates (“SOVA,” “we,” “our,” or “us”). The “Agreement” refers to the Terms
of Service entered into between you and SOVA governing your use of SOVA’s mobile applications, websites, software, and other
products and services as defined herein. This
Agreement will govern each party’s respective
obligations regarding your trial use, purchase and use the SOVA Offerings.
this Agreement through an Order Form that incorporates this Agreement, You represent and warrant that: (i) you have full legal authority to
enter into this Agreement, (ii) you have read and understand this Agreement, and (iii) you agree to the terms of this Agreement. If you do not have such authority, or if you do not agree to all the terms and conditions in this Agreement, you may not use
the SOVA Offerings.
- "SOVA" means the
local SOVA entity with which Customer is entering into this Agreement and/or
the order form.
- "Affiliates" means a legal entity that Customer directly or indirectly majority owns or controls
through a majority interest.
- "Authorized Users" means Customer’s legal entity, its employees and independent
contractors and/or its Affiliates or as otherwise defined in the SaaS Listing,
that access and use the SOVA Offering, provided they agree to be bound by terms
and conditions no less restrictive than those contained in the Agreement and
solely to the extent that they are acting on behalf of Customer or its
- "Authorized Use Limitation" means the limitation on usage of SaaS measured by billing metric
specified on the order form and/or, the SaaS Listing.
- "SOVA Offerings" means the SOVA Software as a Service (“SaaS”), software (“Software”), hardware
(“Hardware”), consulting services (“Services”) and/or education
Data" means all information submitted, entered, or otherwise provided by Customer
with regard to any SOVA Offering.
- "Documentation" means any published technical manuals including any updates
thereto, relating to the use of the SOVA Offering made generally available by SOVA
through the SOVA Support website or, in the case of Services, pursuant to a
- "Deliverables" means all results of Services provided to Customer pursuant to
an order form.
Majeure Event" means an event that arises out of causes beyond a party’s
reasonable control, including, without limitation, war, civil commotion, act of
God, strike or other stoppage (whether partial or total) of labor, any law,
decree, regulation or order of any government or governmental body (including
any court or tribunal) and/or delays or outages caused by an internet service
provider or independent (not a party’s subcontractor) hosting facility.
Listing" means the operating parameters and availability standards for the specific SaaS
offering as published or made available by SOVA.
2. Grant of Rights and Restrictions
- Right to Use the SOVA Offerings. SOVA grants to Customer a non-exclusive, non-transferable right
for Customer and its Authorized Users to access and use the SOVA Offerings in
accordance with this Agreement, the Order Form, and the Documentation. Upon the
start of the subscription term, SOVA will send an e-mail to Customer’s
technical contact identified on the Order Form providing information to connect
and access the SaaS.
- Trial Use. Subject to
the terms and conditions offered to Customer for trial use and the terms of
this Agreement, Customer may access and use the SaaS on a trial basis, for the
period stated in the applicable Order Form.
ANY ACCESS AND USE FOR TRIAL PURPOSES IS PROVIDED “AS IS” AND SOVA
PROVIDES NO SERVICE LEVEL AVAILABILITIES (SLAs), WARRANTIES OR INDEMNIFICATION
FOR SUCH TRIALS. ANY CUSTOMER DATA
ENTERED OR CONFIGURATIONS OF THE SAAS DURING THE TRIAL PERIOD MAY NOT BE AVAILABLE AFTER THE TRIAL PERIOD.
- Service Level Availability. If provided, the targeted
availability levels and any related remedies for a SaaS offering are as stated
in the applicable SaaS Listing. The
following events shall be excluded from the calculation of Service Level
Availability: (i) Force Majeure Event; (ii) outages due to Scheduled Downtime;
(iii) outages based on Customer networks, domain name server issues, or use not
in accordance with the Documentation; and (iv) outages to remedy a security
vulnerability or as required by law.
3. Fees, Duration, and Payment
- SaaS Fees. The fees payable by Customer to SOVA are
stated in the applicable Order Form. SOVA reserves the right to invoice
Customer for any use of the SaaS in excess of the Authorized Use Limitation.
Customer agrees that the purchase of any SaaS is not contingent on SOVA
providing any future features or functionality.
- Service and Education Fees. SOVA will provide the Services or Education as agreed in an
Order Form. SOVA will invoice expenses that are approved by Customer in
accordance with the SOVA expense policy, which may be provided to Customer upon
request. The Services are to implement the pre-existing features and functions
of the SaaS and do not include any customization or development activities.
Payment of SaaS fees is not contingent upon Customer receiving the Services or
Education. Any fees pre-paid for Education must be used within one (1) year
from the effective date of the applicable order form, or shall expire
thereafter and not be subject to any refund or credit.
- Payment. Unless otherwise stated, payment is due
within thirty (30) days from receipt of SOVA’s invoice. Receipt is deemed to have occurred three (3)
business days from posting. Any late
payments will accrue charges at the rate of 1% of the outstanding balance per
month, or the amount prescribed by law, whichever is lower. All fees listed in the order form are
exclusive of any taxes. Customer agrees
to pay any applicable VAT, GST, sales tax and any other applicable taxes in
addition to the fees when such payments are due, excluding taxes on SOVA’s net
- Partners. In the event Customer orders a SOVA Offering
through an authorized SOVA partner or reseller, this Agreement, excluding this
Section 3 and SLA credits, shall apply to Customer’s use of the SOVA Offerings.
4. Ownership and Confidentiality
- SOVA owns all right, title and interest to the SOVA Offerings,
Deliverables, and feedback provided by Customer, SOVA intellectual property,
and any modifications or derivatives thereof (“SOVA Intellectual Property”).
Customer and SOVA agree that any Confidential Information that is exchanged
will only be used for purposes relating to this Agreement, and that it will be
protected in the same manner that Customer, or SOVA, would protect its own
information of a similar nature, but in no less than reasonable means. Customer
and SOVA agree that Confidential Information means Customer Data, either
party’s intellectual property, and any other information that a reasonable
person would deem to be confidential. Except where prohibited by law, the
following is not considered Confidential Information: (i) information which has
been authorized in writing to use without restriction; (ii) information which
is rightfully in a party’s possession or becomes known to a party through
proper means; and (iii) information which is independently developed without
use or reference to the Confidential Information of the other party.
Updates, Upgrades and Support
- Updates and Upgrades. SOVA may make changes or
updates to the SaaS or SaaS infrastructure (such as compute infrastructure,
storage technology, security, technical configurations, hosting facilities
within the data center region, etc.). SOVA
will provide Customer with at least seventy-two (72) hours advanced notice of
any downtime required for such updates and upgrades to the SaaS and SaaS
infrastructure (“Scheduled Downtime”).
- Support. SaaS
Support will be provided in a timely and professional manner by qualified
support engineers in accordance with SOVA’s applicable support policy located
on the SOVA support website. SaaS
Support shall consist of:
- Access to SOVA support website (currently: https://support.sovasystems.com/)
for 24x7x365 online support and access to SOVA SaaS Documentation, incident
severity description with response and resolution objectives listed, Frequently
Asked Questions, samples, webcast recordings and demos, usage tips and
technical updates, as such are made available by SOVA.
- Access to SOVA help desk and the ability to open and manage
support incidents via SOVA support online or by telephone.
- Production environment support: 24x7 for severity 1 incidents;
normal business hours for severities 2- 4.
- If applicable to the SaaS offering, Non-Production environment
support: Normal business hours for incidents of all severities.
- Interactive remote diagnostic support allowing SOVA support
engineers to troubleshoot an incident securely through a real-time
browser-based remote control feature for support issues which may be resident
in Customer’s software or systems.
6. Customer Data and Security
- Customer Data. Customer exclusively owns all rights, title
and interest in and to all Customer Data. Customer Data will be stored and processed in the data center region
specified in the SaaS Listing. SOVA shall not access Customer’s user accounts
or Customer Data stored within such user accounts (“SaaS Customer Data”),
except in response to SaaS or technical issues. SOVA will collect, modify and analyze meta data and/or operations data
which does not contain any Customer Data, such as log files and transaction
counts. SOVA is not responsible for unauthorized access, alteration, theft or
destruction of Customer Data arising from Customer’s own or its Authorized
Users’ actions or omissions in contravention of the Documentation. Customer’s ability to recover any lost data
resulting from misconduct on the part of the Customer or SOVA is limited to
restoration by SOVA from the most recent back-up.
- Access Control and Privilege Management. We restrict
administrative access to subscriber production systems to operational
personnel. We require such personnel to have unique IDs and associated
cryptographic keys. These keys are used to authenticate and identify each
person’s activities on our systems, including access to Customer Data. Upon
hire, our operational personnel are assigned unique keys. Upon termination,
these keys are revoked. Access rights and levels are based on the job function
and role of our personnel, using the concepts of least-privilege and
need-to-know to match access privileges to defined responsibilities.
- Transfer of Customer Data. If Customer transfers any personal data to SOVA in connection
with the SaaS, and/or provides SOVA access to any SaaS Customer Data, then Customer warrants that (i) it is duly
authorized to provide personal data to SOVA and it does so lawfully in
compliance with relevant legislation, (ii) SOVA and its Affiliates or its
subcontractors, acting on behalf of SOVA, may use such data strictly for the
purposes of performing its obligations under this Agreement, and (iii) SOVA may
disclose such data to any SOVA entity and its subcontractors for this purpose. SOVA
and its affiliates have committed to comply with relevant data
protection/privacy legislation, and personal data will be transferred in
accordance with SOVA’s statement and terms set out at https://support.sovasystems.com/portal/kb/articles/privacy-policy. Customer
agrees not to provide any health, payment card or similarly sensitive personal
information that imposes specific data security obligations for the processing
of such data unless it is a supported feature in the Documentation of the
applicable SaaS offering.
- Security. SOVA will maintain and administer a security policy
with physical and technical safeguards designed to protect the security,
integrity and confidentiality of the Customer Data. Security audits, as specified in the SaaS
Listing, are conducted periodically to certify that security controls are in
place and are being carried out, including administering such background
checks. A copy of SOVA’s annual audit reports and certifications are available
on request. In the event that SOVA has determined that a security breach will
or is likely to cause harm to the Customer or an Authorized User, SOVA will
provide Customer with notice of the security breach as promptly as practicable
but in no event later than five (5) working days. After initial notification, SOVA
will keep Customer updated on a regular basis and provide a reasonably detailed
incident report which may include the steps taken by SOVA to investigate the
security breach and potential measures to be taken by the Customer to minimize
potential damages. The parties understand and agree that SOVA may be prevented
by law, regulation or a third party arrangement from providing such notice(s)
and/or reports within the above time frames.
7. Customer Responsibilities
Customer shall not: (i) make SaaS available to any third party not
authorized or as otherwise contemplated by this Agreement; (ii) send or store
code that can harm or result in damage to SaaS (including but not limited to
malicious code and malware); (iii) willfully interfere with or disrupt the
integrity of SaaS or the data contained therein; (iv) attempt to gain
unauthorized access to the SaaS or its related systems or networks; (v) use
SaaS to provide services to third parties except as expressly permitted by the
Agreement; (vi) use SaaS in order to cause harm, such as overload or create
multiple agents for the purpose of disrupting operations of a third party;
(vii) remove or modify any program markings or any notice of SOVA’s or its
licensors’ proprietary rights; (viii) perform or disclose any benchmark or
performance tests on the SaaS; or (ix) perform or disclose any of the following
security testing of the SaaS environments or associated infrastructure: network
discovery, port and service identification, vulnerability scanning, password
cracking, remote access testing, penetration testing or any other test or procedure not authorized in the
Documentation. A breach by Customer of
its obligations under this section shall be considered a material breach of the
- Term. This
Agreement will continue in effect unless otherwise terminated in accordance
with this section. A party may terminate the Agreement for material breach by
the other party, provided that in each instance of a claimed breach: (i) the
non-breaching party notifies the breaching party in writing of such breach
within thirty (30) days of its occurrence and (ii) the breach is not cured
within thirty (30) days of receipt of such notice.
- Effect of
In the event of an uncured material breach by SOVA, Customer will be entitled
to a refund of any pre-paid unused fees calculated against the remainder of the
subscription term as of the effective date of such termination. The termination
of SaaS under one order form shall not impact the validity of another SOVA
Offering or order form. If the Agreement is terminated by SOVA in accordance
with Section 8.1, the due dates of all invoices to be issued will be
accelerated so that such invoices become due and payable on the effective date
of termination. All rights granted under
the Agreement will immediately terminate and each party will return or destroy
all Confidential Information of the other party in its possession.
Provisions. The following provisions will survive and
remain in effect after termination of the Agreement: Grant of Rights and Restrictions; Ownership
and Confidentiality; Fees, Duration and Payment; Term and Termination; Warranty
Disclaimer; Limitation of Liability; General Provisions; and Definitions.
SOVA warrants that the (i) SaaS will materially conform to the
Documentation during the subscription term and (ii) any Deliverable will
conform to the Services Documentation for a period of thirty (30) days from the
date of delivery. If it is established
that SOVA has breached either of the above warranties, SOVA will, at its
option, (a) use reasonable efforts to cure the defect ; (b) replace the SaaS or
Deliverable with SaaS or a Deliverable that materially conforms to the
specifications in the Documentation or Services Document (as applicable); (c)
in the event SOVA, cannot, after commercially practicable attempts to do so,
achieve the remedies in (a) or (b), where the breach relates to SaaS, SOVA may
terminate the subscription to the SaaS and provide a refund of pre-paid, unused
fees calculated against the remainder of the subscription term as of the
effective date of such termination, or where the breach relates to Services,
the Customer will return the Deliverables and SOVA shall refund the fees paid
for the Deliverable. Customer must
report the alleged breach of warranty with reasonable specificity in writing
within thirty (30) days of its occurrence to benefit from this warranty and the
remedies stated herein.
THE ABOVE WARRANTIES ARE SOVA’S ONLY WARRANTIES AND CUSTOMER’S
SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF SUCH WARRANTIES. TO THE EXTENT
PERMITTED BY LAW, NO OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THIRD PARTY WARRANTIES, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE BY SOVA.
SOVA DOES NOT WARRANT THAT THE SAAS OFFERED WILL MEET CUSTOMER’S REQUIREMENTS
OR THAT USE OF THE SAAS WILL BE UNINTERRUPTED OR ERROR-FREE.
- Indemnification by SOVA. SOVA will indemnify,
defend, and/or at its option, settle any third party claims that the SOVA
Offering as used per the Documentation infringes or misappropriates any third
party valid patent, copyright or trademark or illegally misappropriates a third
party’s trade secret within the jurisdictions in which Customer is authorized
to use the SOVA Offering. SOVA may, at
its option and expense: (i) procure for Customer the right to continue to use
the applicable SOVA Offering; (ii) repair, modify or replace the SOVA Offering
so that it is no longer infringing; or (iii) terminate the Agreement for the
applicable SOVA Offering upon thirty (30) days’ notice and in respect of SaaS,
refund any unused prepaid fees calculated against the remainder of the
subscription term as of the effective date of such termination and in respect
of the Services provide a pro-rata refund of the fees paid for the Services or
Deliverable(s) that caused such infringement.
- Indemnification by Customer. Except to the extent
prohibited by law, Customer shall indemnify, defend, and/or at its option,
settle any third-party claims against SOVA that Customer Data or Customer’s use
of the SaaS is in breach of this Agreement, infringes or misappropriates any
third party Intellectual Property rights within the jurisdictions in which
Customer is using the SaaS, or violates applicable law, rules, directives or
- Indemnity Conditions. Each party’s
indemnification rights require: (i) prompt notice of any claim against the
party seeking to be indemnified; (ii) except to the extent prohibited by law,
the indemnifying party’s sole control of the defense or settlement, provided
that any settlement the indemnifying party enters into releases the other party
of all liability; and (iii) the party seeking to be indemnified provides
reasonable assistance in the defense or settlement of such claim.
THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND
OBLIGATIONS OF EITHER PARTY REGARDING CLAIMS OF INFRINGMENT, AND THE EXCLUSIVE
REMEDY TO EITHER PARTY WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS.
11. Limitation of Liability
EXCEPT FOR BREACHES OF THE GRANTS OF RIGHTS AND RESTRICTIONS AND
THE OWNERSHIP SECTION BY CUSTOMER, CONFIDENTIALITY BY EITHER PARTY OR EITHER
PARTY’S INDEMNIFICATION OBLIGATIONS, (I) IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT, OR
OTHERWISE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL,
CONSEQUENTIAL OR UNFORESEEABLE LOSS, DAMAGE OR EXPENSE, LOSS OF PROFITS, LOSS
OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OR CORRUPTION OF DATA, HOWEVER ARISING,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED, AND
(II) EACH PARTY’S LIABILITY TO THE OTHER UNDER THE AGREEMENT, FOR DAMAGES,
LOSSES, OR LIABILITY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF
ACTION WHETHER CONTRACTUAL OR NON-CONTRACTUAL, SHALL BE LIMITED TO A MAXIMUM OF
THE FEES PAID AND OWED FOR SAAS PROVIDED TO CUSTOMER DURING THE TWELVE (12)
MONTHS PRECEDING THE CLAIM OR WHERE THE CLAIM RELATES TO SERVICES ONLY THE FEES
PAID AND OWED FOR THE SERVICES GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS
WILL NOT LIMIT CUSTOMER’S OBLIGATION TO PAY IN ANY WAY.
- Notices. All notices
under the Agreement must be in writing, addressed to the parties on the order
form and sent by pre-paid first-class mail/post. Notices will be deemed
received by the party to whom the notice is addressed two (2) working days from
The Agreement may not be assigned by Customer without the prior written consent
of SOVA, such consent not to be unreasonably withheld.
Requirements. Customer acknowledges
that the SOVA Offering(s) are subject to control under U.S. law, including the
Export Administration Regulations (15 CFR 730-774) and agrees to comply with
all applicable import and export laws and regulations. Customer agrees that the SOVA Offering will
not be exported, re-exported or transferred in violation of U.S. law or used
for any purpose connected with chemical, biological or nuclear weapons or
missile applications, nor be transferred or resold, if Customer has knowledge
or reason to know that the SOVA Offering is intended or likely to be used for
- Interpretation and Relationship of the Parties. The
relationship between SOVA and Customer is strictly that of independent
contractors. The validity, construction
and interpretation of the Agreement will be governed by the internal laws of
the State of California, excluding its conflict of law provisions. If any
provision of the Agreement is held to be contrary to law, then the remaining
provisions of the Agreement will remain in full force and effect. No delay or omission by either party to
exercise any right or power it has under the Agreement will be construed as a
waiver of such right or power. This Agreement, and any applicable exhibits or
referenced documents represents the entire agreement between the parties and
supersedes all prior communications, understandings and agreements relating to
the subject matter herein. No additional term or condition contained in
Customer’s purchase order or similar document will apply and are expressly
rejected by SOVA.
- Order of
In the event of a conflict among this Agreement, the SaaS Listing or applicable
Documentation, and the order form, the order of precedence from highest to
lowest shall be (i) the order form, (ii) SaaS Listing or applicable
Documentation, and (iii) this Agreement.