Last Revised: October 1, 2020
SOFTWARE USE POLICY– TERMS AND CONDITIONS
This Software Use Policy concerns Client’s use of computer software provided to Client by IronOrbit a division of SACA Technologies, Inc. (“Provider”) as described below, and may include associated media, printed materials, and “online” or electronic documentation (individually or collectively “Software Products”). Provider does not own the Software Products and the use thereof is subject to certain rights and limitations of which Provider needs to inform Client. Client’s right to use the Software Products is subject to Client’s agreement with Provider and to Client’s understanding of, compliance with and consent to the following terms and conditions, which Provider does not have authority to vary, alter or amend.
With respect to the Software Products, Client agrees that the following terms will apply to all Software Products:
1. Client will not remove, modify, or obscure any copyright, trademark or other proprietary notices that are contained in or on the Software Products;
2. Client will not reverse engineer, decompile, or disassemble the Software Products, except to the extent that such activity is expressly permitted by applicable law;
3. Client understands that Provider, Microsoft, and any other third-party software publisher disclaim, to the extent permitted by applicable law, all warranties and liability by Microsoft, and any other third-party software publisher or their suppliers for any damages, whether direct, indirect, or consequential, arising from the Software Products;
4. Provider (and not Microsoft, and any other software publisher or their suppliers) will provide technical support for the Software Products; provided, however, Client must pay for or purchase technical support for the Software Products from any third-party software publisher (Provider may invoice Client for any support payments made on behalf of Client and at Client’s request);
5. Client agrees that Provider may release records regarding Client’s use to third parties, including but not limited to the Client’s name and address and the total number of user IDs assigned to Client.
6. Client must not use the Software Products in any application or situation where the Software Products failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High-Risk Use”). High-Risk Use does not include utilization of Software Products for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. Client agrees to indemnify and hold harmless Provider from any third-party claim arising out of Client’s use of the Software Products in connection with any High-Risk Use.
7. Third-party software publishers, including but not limited to Microsoft, will be intended third party beneficiaries of the End User Agreement, with the right to enforce provisions of the End User Agreement and to verify the compliance of the End User.
(a) Compliance. If third-party software publishers, including but not limited to Microsoft, believes in good faith that Client is not complying with the End User License Terms, Provider and Client will cooperate in good faith with third-party publishers to investigate and remedy the non-compliance.
(b) Copies of Products. Within thirty (30) days of the termination of an End User Agreement, Provider shall (and Client shall provide reasonable cooperation, as needed):
1. remove all copies of client software and/or redistribution software from the Client’s devices or otherwise render the Software Products permanently unusable; and
2. require that Client returns or destroys all copies of client software and redistribution software that it received.
8. Third-Party Licensing. Client understands that Provider may utilize products offered by outside companies that require additional licensing. This additional licensing is not a part of the virtual machine or software-as-a-service offerings by Provider unless specifically agreed to in the MSA. It is the Client’s responsibility to obtain and keep up to date these licenses with the appropriate vendor. It is Provider’s responsibility to inform Client of the license requirements and keep Client up to date as the requirements may change.
9. Client Liability.
(a) Violations. Client are solely responsible for damages resulting from Client’s violation of this Appendix C, and those damages will be subject to the obligations of indemnification set forth in the MSA Section labeled Limitation of Liability; Indemnification. Provider’s hosting of any software solution Services or Client data does not relieve Client of Client’s responsibility or Client’s obligation to indemnify us pursuant to the terms of the MSA and any Service Level Agreements.
(b) Pay-per Incidents. Provider may purchase on behalf of the Client pay-per-incident third-party publisher support with Client’s prior written approval. Any associated costs will be passed-through to the Client and invoiced to the Client. Client is solely responsible for any resulting costs or invoiced amounts for pay-per incidents.