By subscribing to ActivityInfo (the “Services”) provided by BeDataDriven B.V. (“the Provider”) in relation to ActivityInfo (the “Software”), hosted on ActivityInfo.org, you (the “Organization”) are agreeing to be bound by the following terms and conditions (the “Agreement”).
1 Term of the Agreement
The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion.
‘Database’ means the highest level of aggregation of data in the Platform;
‘Defect’ means a defect, error or bug having adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of an act or omission of the Organization, or an act or omission of one of Organization’s employees, officers, agents, suppliers or subcontractors;
‘Documentation’ means the documentation produced by the Provider and made available on the Platform to the Organization describing the platform and specifying how the Platform should be used;
‘Permitted Purpose’ means creating Databases on the Platform and inviting other Users within the Organization, or from organizations having reporting responsibilities to the Organization, to report results or review data;
‘Platform’ means the software application known as ActivityInfo that is owned and operated by the Provider, and that will be made available to the Organization as part of the Service under this Agreement;
‘Service’ means the collection of services and warranties to which the Organization is entitled during the Term of this Agreement;
‘Term’ means the term or contracting period of this Agreement;
‘User’ means a single person, not necessarily affiliated with the Organization, with a registered account on the Platform;
3 Fees and Payment
The subscription fee is to be paid in full at the start of the Term. If required by the Organization’s financial department for the payment of invoices, the Organization will supply the Provider with a purchase order in a timely manner, but no later than thirty (30) days after the Effective Date.
Payments are due within thirty (30) days of the date on which these are invoiced by the Provider to the Organization;
4 The Service
The Provider grants the Organization with a non-exclusive right to use the Platform for the Permitted Purpose during the Term of this Agreement.
As part of the Service and subject to the warranties set out in Section 6, the Provider will:
- host, maintain and update the Platform at the following URL address: https://www.activityinfo.org.
- allow Users affiliated with the Organization to share Databases with up to the number specified in writing on conclusion of this Agreement
- provide technical support to the number of named person(s) within the Organization (the “Focal Point”) specified in writing on conclusion of this Agreement through email at firstname.lastname@example.org (the “Helpdesk”) or by appointment using videoconferencing software.
- provide additional support and training to the Focal Point for the number of hours specified in writing on conclusion of this Agreement
- host, maintain and update the Documentation at the following URL address: https://www.activityinfo.org/support/index.html.
5 Service Level Objective (SLO)
During the Term of this Agreement, the Provider will provide a Monthly Uptime Percentage of the Platform to the Organization of at least 99.5% (the “Service Level Objective” or “SLO”). For any calendar month where the availability falls below the Service Level Objective as measured by Provider’s external Monitoring Service, the Organization may apply to receive a Financial Credit. The following definitions are used in this Service Level Objective:
- ‘Downtime’ means that the Platform does not respond to requests of the Monitoring Service;
- ‘Downtime Period’ means a period of five consecutive minutes of Downtime. Intermittent Downtime for a period of less than five minutes will not be counted towards any Downtime Periods.
- ‘Monthly Uptime Percentage’ means the total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month, divided by the total number of minutes in a month.
- ‘Monitoring Service’ means the third party service which the Provider uses to measure Downtime of the Platform and which publishes its results at the following URL: https://status.activityinfo.org
- ‘Financial Credit’ is a percentage of the monthly equivalent of the service fee to be refunded to the Organization. If the Monthly Uptime Percentage is between 99.0% to 99.5%, the Financial Credit willl be 10%. Between 95.0% to 99.0%, the Financial Credit will be 25%. For a Monthly Uptime Percentage of less than 95%, the credit will be 50%.
The Organization must submit an application for a Financial Credit to the Helpdesk within thirty (30) days from the end of the calendar month for which the Organization is eligible to receive a Financial Credit.
The Service Level Objective does not apply in the following circumstances:
- in case of incidents of force majeure (as defined in Section 11);
- any problem or malfunction caused by the action of the Organization;
- the unavailability of the Platform at the request of the Organization.
Each Party warrants and represents to the other Party that it has the legal right and authority to enter into and perform its obligations under this Agreement.
The Provider warrants and represents to the Organization:
- that it will perform its obligations under this Agreement with reasonable care and skill;
- that it will assign professional and competent personnel to provide the Service;
- that all copyright, database rights, trademarks and other intellectual property rights in the Platform are either owned by or licensed to the Provider. Nothing in this Agreement shall transfer any ownership rights to the Organization.
- that the Platform is and will remain free from viruses and other malicious software programs.
- that the repair of defects and the release of updates to the Platform will not adversely affect the Organization’s ability to use the Platform for the Permitted Purpose.
The Organization acknowledges that complex software is never wholly free from Defects and the Provider gives no warranty or representation that the Platform will be wholly free from Defects.
The Organization acknowledges that the Provider does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible with the Platform.
7 Changes to the Platform
The Organization accepts that the Provider uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Platform. The Provider reserves the right to expand, reduce or otherwise modify its use of such third party services without prior notice to the Organization.
The Organization accepts that the repair of defects and the release of updates to the Platform may introduce changes to functionality, layout, colors, language or any other user-visible aspect of the Platform without prior notice by the Provider and will not hold the Provider liable for any costs arising from the need to review, modify, (re)print or (re)distribute documentation, presentations or any other form of learning material, in digital or printed format, created and owned by the Organization or a third party.
8 Use Restrictions
The Organization agrees, with respect to use restrictions, not to:
- sell, lease, sub-license, assign or otherwise transfer its rights to access and use the Platform,
- provide, post, or transmit any data that infringes or violates any intellectual property rights or publicity/privacy rights, or that contains any viruses or programming routines that may damage, interrupt or appropriate the Platform,
- attempt to disable or circumvent any security mechanisms used by the Platform or otherwise attempt to gain unauthorized access to any portion or feature of the Platform,
- use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Platform,
- contract or otherwise enlist any third party to do any of the foregoing.
Each account on the Platform may only be used by the User named in the account and may not be shared with other Users. The Provider reserves the right to temporarily suspend or indefinitely deny access to an account if its use, as determined solely by the Provider, is in violation of this restriction and if it remains to be so fourteen (14) days after the Provider has informed the User of this violation.
9 Data on the Platform
The Provider agrees that it will undertake all reasonable efforts to protect the data uploaded by the Organization on the Platform.
The Provider will not disclose to third parties the information uploaded by the Organization on the Platform without the explicit written permission of the Organization. The Organization acknowledges that the Provider may be required by law to disclose the data uploaded on the Platform by the Organization to law enforcement officials in the investigation of fraud or other alleged unlawful activities. The Provider warrants and represents that it will inform the Organization in writing within one (1) day of receiving any such request for disclosure of data.
The Organization has sole responsibility for the accuracy and reliability of the data uploaded on the Platform. The Organization retains ownership of any copyright, trademarks, database rights and any other intellectual property rights in the data uploaded on the Platform.
By uploading data on the Platform, the Organization does not transfer the intellectual property or any other rights in those data to the Provider.
The Organization has sole responsibility for the removal or export of data uploaded on the Platform by the Organization before termination of this Agreement.
This Agreement automatically terminates when its Term as set out in Section 1 expires, unless both Parties have agreed, in writing, to extend the Term.
Either Party may terminate this Agreement upon thirty (30) days’ notice, in writing, to the other party if the other Party:
- commits any material breach of any term of this Agreement, or
- persistently breaches the terms of this Agreement.
11 Force majeure events
The Provider will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the Provider’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.