1. General conditions
These terms of use govern your use of the Peopleware online service ("Service"), provided by InVision Software, Inc, which you have ordered through an InVision reseller. Your order for the Service is hereinafter referred to as the "Agreement."
We constantly work on improvements and we make changes to the Service on a regular basis. What we deliver is always the most recent version.
By using the Service, you agree to these terms of use.
2. Availability
We work very hard to keep the Service live 24/7 and aim to deliver availability of at least 99.5% based on the full calendar year.
Availability is calculated as follows:
VF = [(VZ-AZ-NV) / (VZ-NV) * 100] ≥ 99.50%
whereby:
VF = availability in %
VZ = defined availability time in minutes (total time)
AZ = total downtimes within the defined availability time
NV = total planned or non-attributable non-availability, which includes:
- All downtimes of less than 15 minutes
- Scheduled maintenance work (we will notify you in advance)
- Non-availability based on force majeure (see section 7 below). This includes natural catastrophes, floods, fires, earthquakes, terrorist attacks, social unrest, strikes, sovereign actions, internet disruptions and illegal third-party attacks against the infrastructure on which the Service is based.
If the provision of the Service begins or ends in the current calendar year, then the availability for the periods of time in the calendar year outside the contract term will be assessed at 100%.
3. Rights of use
During the term of the contract, you will have the non-exclusive right to use the Service for your own business purposes. If software components of the Service must be installed on your premises in order to use the Service, then your right of use will include these components.
It is not permitted to disclose login credentials to third parties or use the same credentials by two or more persons.
You do not receive any ownership rights or rights of use that are permanent or extend beyond the explicitly permitted use. We retain any and all rights to the Service, to the underlying software applications, or to any of the software components of the Service that you have installed, whether in original or modified form.
4. New versions
We are continuously upgrading the Service and are constantly making changes. New functionality may be added, and existing functionality may be removed.
5. Your responsibilities
Access to the Service by users in your organisation is your responsibility. E.g., you will provide the hardware and software for the clients necessary to access the Service and provide suitable Internet access. The handover point for the Service and all application data is the connection point of the Service to the public Internet.
If software components must be installed on your premises in order to use the Service, then you will be responsible for making the required system environment ready for operation and for installing and configuring these software components.
You are directly responsible for complying with any statutory duties of retention with regard to the data processed while using the Service.
6. Payment delay
If you are in default on any invoice, then we reserve the right, following instruction by the reseller, to block your access to the Service until the outstanding amounts are fully paid. This suspension of the Service does not constitute a termination of the contract.
7. Force Majeure
Force majeure events (which are circumstances and events that cannot be prevented by exercising the standard of care that can reasonably be expected of business management, such as labour disputes and natural catastrophes) will suspend the contracting parties’ contractual obligations for the duration of the disruptions and to the extent of their effect.
8. Data Protection
The contracting parties agree to comply with all applicable legislation on data protection and privacy. In connection with the provision of the Service, we will act as a data sub-processor. In this capacity, we will handle personal data
9. Notices
We are entitled to send Service-related messages to you and/or your users via the Service or as emails. The messages could involve, for example, maintenance notifications, messages about improving the Service or tips for using the Service.
10. Limitation of Liability
WE USE COMMERCIALLY REASONABLE EFFORTS, CONSISTENT WITH BEST INDUSTRY PRACTICES, TO DELIVER THE SERVICE TO YOU. HOWEVER, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE HAVE NO LIABILITY FOR LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OR CORRUPTION OF DATA OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS WHICH YOU OR ANY THIRD PARTY MAY INCUR.
IN NO EVENT WILL OUR LIABILITY FOR ANY CLAIM OF ANY KIND, WHETHER BASED IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THESE TERMS AND CONDITIONS OR THE PERFORMANCE OR BREACH THEREOF, OR ANY PRODUCT OR SERVICE OR THE USE OR PERFORMANCE THEREOF, EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE DURING THE ONE MONTH PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE CAUSE OF ACTION AT ISSUE.
11. General
We reserve the right to delete any transaction data that are older than 36 months, even if the contractual relationship continues. Moreover, we will delete all data within 32 days of the end of the contract. For this, we require the relevant notification by the reseller.
We shall notify you in writing (e.g. email) of any modifications of, or supplements to, these terms and conditions. You may reject the modifications within six weeks. If you do not lodge an objection, then the modifications will be deemed approved by you and will become binding two months after the notification.
The laws of the State of Illinois govern exclusively. The provisions of “UN Sales Law” (Convention on Contracts for the International Sale of Goods – CISG) and any references to foreign laws and jurisdictions will not apply. You agree that the provisions of the Uniform Computer Information Transaction Act (UCITA) or any version, adopted by any jurisdiction in any form shall not apply. If applicable, you agree to waive and opt out of any purported application of the UCITA during the term hereof.
The exclusive judicial forum and place of performance for all obligations under this contract are the federal or state courts located in the Counties of Cook or DuPage, State of Illinois. In an action to enforce one’s rights hereunder, the fees and expenses of the prevailing party shall be borne by the non prevailing party.