SiteSwitch Hosted Instance License Agreement

Definitions

Custom Modules

1. A Custom Module is a software system that we build specifically for a Customer. It may contain any number of components, including, screens, reports and code writen specifically to the needs of a customer.
2. Custom modules are dependent on SiteSwitch to run, however they are seperate in that SiteSwitch is not dependent on them.
3. The code remains our Intelectual Property however we grant our Customer an exclusive license to use the Custom Model in its own business.
4. We will keep the source code and secrets of a Custom Module private and for the exclusive use of our Customer and its licensed users.
5. Custom Modules can be licensed to third party companies at the descretion of the Customer the Module was bulit for.
6. Siteswitch hosting is charged per domain and can be setup as either a shared instance or a stand alone instance.

Core System Modules

1. Any code that is not specific to a Customer will become part of the Core System and the source code will become closed.
2. Components that form part of the core system are supported as part of that system and are re-usable in the software and custom modules we build for other customers. If we extend a Core System Module to suit the needs of a specific Customer, then the extended features will become available to all Siteswitch customers.

General

1. Hosted Instance. "Hosted Instance" means an instance of Siteswitch which is setup to run a Custom Model. It's isolated from the core Siteswitch system and uses a seperate Database, an API and the custom software.
2. Components. "Components" means the individual modules or products that make up the System. From time to time, new Components or features will be introduced to the System, and those Components or features may be restricted to specific Editions.
3. Customer Data. "Customer Data" means any of Customer’s information, documents, or electronic files that are provided to Data Results hereunder.
4. Documentation. "Documentation" means the online documentation provided at www.siteswitch.net/userguide.
5. Error. "Error" means any reproducible material failure of the System to function in accordance with its Documentation.
6. Maintenance Windows. “Maintenance Windows” means collectively, standard maintenance and emergency maintenance. Standard maintenance windows will be published in advance on the SiteSwitch website at least 72 hours in advance of the start of the standard maintenance window. Emergency maintenance will occur as needed. Data Results will make reasonable efforts to publish emergency maintenance windows on SiteSwitch website in advance of the emergency maintenance window, but it is possible that advanced notification of an emergency window may not occur.
7. System. "System" means the software service for which Customer has paid, including any Updates relating thereto that may be provided hereunder or thereunder, and any derivative works of the foregoing. A System is made up of individual Components.
8. Service Administrator. "Service Administrator" means the person(s) that Customer designate(s) to purchase on behalf of Customer usage of the Service, authorize Users under the Agreement, create accounts for additional Users and otherwise administer Customer's use of System.
9. Support. "Support" means the ongoing services by Data Results to support the System as defined in Section 3 below.
10. Update. "Update" means any patch, bug fix, release, version, modification or successor to the System.
11. User. "User" means a named individual to whom Customer has granted access to use the System on Customer’s behalf, regardless of whether or not the User actually accesses the Software. Users may be Customer's employees, consultants, contractors or agents.
12. Edition. “Edition” means the named configuration of the System that has been licensed to the Customer. An Edition defines what Components, features, limits, and/or usage restrictions are placed on the System licensed to the Customer. From time to time, new Components or features will be introduced to the System, and those Components or features may be restricted to specific Editions. New named Editions may also be introduced from time to time.
13. Effective Date. “Effective Date” is the date on which the Customer’s subscription to the licensed Edition of the System starts. The beginning of the contract term.

Use Rights

1. Use Rights. During the term and subject to the terms of this Agreement, Data Results hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to permit Customer's Users to use the licensed Edition of the System for Customer's business purposes. The use right in the preceding sentence is limited to use by the number of Users for which Customer has paid. Said use rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes Data Results form of agreement agreeing to be bound by all of the terms and conditions of this Agreement. All rights in and to the System not expressly granted herein are reserved to Data Results.
2. License and Use Restrictions. Customer shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. Y​ou acknowledge and agree that Data Results shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of Customer's Users relating to the System.
3. System Administrator; User Access. Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing User access, including adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or user name. Customer acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users.
4. Customer Data. Customer owns all right, title and interest in the Customer Data. Customer hereby grants to Data Results, a non-exclusive, non-transferable (except as set forth in Section 9(d) below), non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of Customer’s use of the System. Data Results shall not use the Customer Data except to improve the System and as necessary to perform its obligations hereunder.
5. Sensitive Data; Customer Responsibilities. Customer acknowledges that the System is not intended for use with protected health information under HIPAA, credit card numbers, financial account numbers, or other similarly-sensitive personal information, and that Customer assumes all risk arising from use of any such sensitive information with the System, including the risk of any inadvertent disclosure or unauthorized access thereto. Customer is responsible for ensuring that Customer and Customer's Users' use of the System is in compliance with all applicable laws and governmental regulations and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations.
6. Security. Customer is solely responsible for maintaining the security of all user names and passwords granted to it, for the security of its information systems used to access the System, and for its Users’ compliance with the terms of this Agreement. Data Results will act as though any electronic communications it receives under Customer's user names have been sent by Customer. Customer will immediately notify Data Results if it becomes aware of any loss or theft or unauthorized use of any of Customer's passwords or user names. Data Results has the right at any time to terminate or suspend access to any User or to Customer if Data Results believes in good faith that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the System or Data Results's network.

Support

1. Services Generally. Subject to the terms of this agreement, Data Results shall use commercially reasonable efforts to make the System available to Customer.
2. Updates. Data Results shall deliver Updates to the System that apply to the Customer’s currently licensed Edition From time to time, new Components or features may be released that are applied selectively to different Editions of the System.
3. Support Options and Procedures. Data Results shall provide general support to the Customer as set forth on the Support Section of the Siteswitch website for the Customer's currently licensed Edition. Different Editions of the System will be entitled to different levels of support. In addition, Data Results may offer premium support options to Customer at an additional charge.
4. Support Exclusions. Data Results is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by:
   1. the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the System or its operating environment;
   2. any failure or defect of Customer’s or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Data Results's firewall);
   3. Customer’s use of the System other than in accordance with the System’s documentation; or
   4. a Force Majeure Event.
5. Support Fees. Data Results has the right to bill Customer at its standard services rates for any support issues.

User Acceptance Testing

1. The responsibility of user acceptance testing of any software that we build for a Customer rests with the Customer.

Confidentiality

1. Confidential Information. "​Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (ii) third-party information that Customer or Axosoft is obligated to keep confidential; (iii) the material terms and conditions of this Agreement; and (iv) any nonpublic information relating to any activities conducted hereunder.
2. Exclusions. Notwithstanding the above, the term "Confidential Information" does not include any information that is either: readily discernible from publicly-available products or literature; or approved for disclosure by prior written permission of an executive officer of the disclosing party.
3. Use of Confidential Information. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and, except as authorized in this Agreement, it shall not disclose the Confidential Information to any other persons without the disclosing party’s express written authorization.
4. Required Disclosures. A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.
5. Return of Information. Except as set forth otherwise in the specific provisions concerning Customer Data set forth in Section 5(c) above, if a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.
6. Survival. The parties hereto covenant and agree that this Section will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.

Restrictions

1. We wont build a competative product to yours for ourselves or a client.
2. You wont build a competative product to ours or assist that to be done.

Fees

1. Fees. In return for the products, services and use rights provided by Data Results to Customer hereunder, Customer shall pay to Data Results the fees in the amount set forth. All dollar amounts refer to Australian dollars.
2. Payment Terms. Data Results shall invoice Customer monthly or yearly in advance for all recurring charges, which invoices will also include all non-recurring charges and expenses incurred since the previous invoice. Customer shall pay all Data Results invoices within 7 days of the invoice date. If Customer is delinquent in payment of any portion of an invoice, Data Results may, in addition to any other remedies it may have, including termination, suspend access to the System and/or provision of all services to Customer. Customer agrees to pay interest on delinquent amounts at the rate of 1½% per month (or, if lower, the maximum amount permitted by law) that a payment is overdue.

Disclaimer of Warranty

Limitation of Liability

Termination

1. This License and the rights granted hereunder will terminate automatically if You fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach. Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive.