SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement (SAAS) entered into by and between you and UBERALL LLC (hereinafter, "UBERALL") sets outs all terms and conditions of the agreement.
ANY PERSON INTENDING TO USE UBERSERVICES SOFTWARE (HEREINAFTER, "USER") SHALL PREVIOUSLY READ, UNDERSTAND, THOROUHLY ANALYZE AND EXPRESSLY CONSENT TO THIS SOFTWARE AS A SERVICE AGREEMENT (HEREINAFTER, THE "AGREEMENT"). USER SHALL AGREE TO ALL TERMS AND CONDITIONS HEREOF BY CLICKING "I ACCEPT".
UBERALL and USER shall be collectively referred to herein as the "Parties".
A. - UBERALLCORP is engaged in the development, implementation, support, maintenance and marketing of computer systems, and is duly authorized to use and market Uberservices computer system and all its components (literature, images, animation, logos, sounds or any other accompanying component), which are hereinafter jointly referred to as "Software" and/or "Uberservices".
B. - UBERALL offers its users the additional infrastructure and services necessary for the correct functioning of the applications and for the use thereof as software as a service. Uberservices consists of two applications: a web application and a mobile application, which are both essential and complementary for the correct functioning of the Software.
C. - "Software as a service" or "SAAS" refer to making available to USER online and remote access and use of the Software, which is hosted on a central server under the control and management of UBERALL.
1.1. UBERALL hereby provides USER with SAAS in the conditions and for the term established in this Agreement. The right to access and use the Software shall imply the granting of a license to use the Software, which shall be non-exclusive, non-transferable and for the exclusive use thereof by USER for a certain period of time, subject to the corresponding number of users defined in the purchase order and invoice.
1.2. The Software is hosted on a central server, which USER may access remotely via the web application at uberall.us/products.uberservices or via the mobile application, which may be pre-installed on the device or may otherwise be downloaded from Google application store (Google Play), depending on the case.
1.3. The SAAS shall be provided to and accessed by the number of users and under any other condition established in the purchase order made by USER and in the monthly invoice.
TWO: Price and method of payment
2.1. The monthly price for the provision of SAAS to be paid by USER to UBERALL shall be the price established in the Annex "Prices" attached hereto, which may be accessed by visiting uberall.us/pricing.
2.2. Any payment hereunder shall be made within the first ten (10) days of each month, according to the means of payment duly communicated by UBERALL to USER at the e-mail registered by the latter, or wherever UBERALL indicates in the future, and the costs derived from such operation shall be borne by USER.
2.3. The amounts established herein shall include any applicable taxes, which shall be invoiced, when appropriate, at the legal interest rate in effect at the time.
2.4. Any other tax now or hereafter applicable to this Agreement for any reason shall be borne by USER. In case any change in the tax legislation results in a decrease in the net sum to be received by UBERALL, the amounts indicated in "Prices" shall be adjusted accordingly to avoid affecting the net sum.
2.5. Failure to pay in due time and in proper form the price established herein shall constitute USER in default without further notice and by the sole expiration of the terms, and shall entitle UBERALL at its sole discretion: a) to demand payment of the sum owed plus default interest equivalent to a monthly rate of 2% in favor of UBERALL, under penalty of rescission hereof on account of USER and in the conditions established in sub-section c) of this section; b) in case two (2) or more installments are owed, to restrict access to server and thus to SAAS without prior notice, until the amount owed is effectively paid; and/or c) to rescind this Agreement by operation of law on account of USER, with prior notice granting USER a period of ten (10) days to cure the default.
2.6. All payments to be made by USER under the terms of this Agreement or in relation hereto shall be made without any debt offset, counter-claim or deduction of any nature whatsoever.
2.7. UBERALL shall not be bound to the maintenance of the SAAS, its Guarantee and its updates in case of delay, lateness or anomalies in payment by USER within the terms hereby established.
2.8. The maintenance of the license is included in the purchase price up to and including the twelfth (12th) month, as from the date of registration of USER. After the first twelve months, the cost of such maintenance shall be of 15% (fifteen) of the license value current at that time and shall be paid monthly together with the value of the license.
2.9. The price herein established shall not include any transportation, transfer and/or accommodation expenses incurred in by UBERALL for the provision of SAAS as subject-matter of this Agreement, and such expenses shall be borne and reimbursed by USER together with the payment of the invoice corresponding to the month during which UBERALL incurred in such expenses. Failure by USER to pay such expenses shall constitute USER in default, without need of any notice.
3.1. The provision of SAAS shall be effective for twelve (12) months upon registration of USER, and such term shall be automatically extended upon expiration.
3.2. The effective term of this Agreement shall be automatically extended for equal periods of time upon expiration, unless one of the Parties notifies the other of its intention not to continue with the Agreement at least thirty (30) days in advance.
FOUR: Acts forbidden to USER
The Software shall not be copied and shall not be used in conditions different to those established herein and to the technical specifications set out in the Annex "Technical specifications" attached hereto, which may be accessed by visiting uberall.us/products.uberservices, nor used by more users than the number agreed upon. SAAS shall only be used for lawful purposes.
USER shall not be able to assign or transfer for any reason whatsoever the rights hereby acquired, nor allow in any case the use of the Software by third parties, except as provided herein.
The continuance of the provision of SAAS is conditioned upon the use of SAAS only for the fulfillment of the internal purposes and functions of USER.
USER shall avoid the use of SAAS or the performance of said acts by its employees, officials, agents or third parties, and shall take all necessary measures to protect [SIC].
The Software shall not be copied. USER shall not perform, neither by itself nor through third parties, any process on the Software resulting in the decompiling, disassembling or reduction thereof of any nature whatsoever, nor distribute copies of the Software directly or indirectly to third parties.
USER shall not modify or adapt the Software to any other system having similar features, nor develop programs derived from and using the Software either partially or totally.
FIVE: Access conditions
5.1 Use of access keys
USER shall access SAAS by visiting uberall.us/products.uberservices and using a password and a username (hereinafter, the "Account") provided by UBERALL; the assigned password may be modified by USER upon registration. USER shall be responsible for the use of the Account, as well as for its secret and confidential nature, and thus USER undertakes to make diligent use of the password and to keep it secret.
USER shall be able to generate and/or authorize as many users as agreed upon and paid for, according to the last purchase order and invoice, to operate SAAS under USER’s sole responsibility. These users may be partners, distributors, agents, employees, independent contractors and/or any other person authorized by USER to whom USER transfers its obligations to UBERALL as regards the fulfillment of the obligations hereunder.
USER undertakes in the event of any possible loss or theft of the passwords, to modify them in the shortest time possible. UBERALL is not responsible for any password that may have been stolen from USER or that USER may have forgotten or lost.
5.2 Security levels of access to servers
5.2.1. Due to Internet issues and other unpredictable force majeure events, UBERALL is not able to ensure that the availability of access to SAAS shall be continuous and uninterrupted for the effective term of this Agreement, and thus shall not be liable for any interruption of USER’s business or any other damages derived from the malfunction of SAAS.
5.2.2. Force majeure events shall include, without limitation, any delay in, discontinuance or interruption of the provision of access to SAAS, or any failure to provide said access, as a result of energy restrictions; telecommunication or Internet jamming; acts or omissions by third parties, telecommunication operators or service, supply or transportation companies; or by any other cause or circumstance beyond the control of UBERALL.
5.2.3. UBERALL retains the right to interrupt USER’s Internet connection to server if it becomes a threat to the security of server either as a result of the hacking of such server, the detection of a failure in the security system, or the need to update server (technical intervention to server in order to improve its performance). In this respect, UBERALL shall inform USER in advance and to the extent possible of the nature and duration of the intervention, so that USER may take all necessary measures.
SIX: Liability - Limitation
6.1 Except as provided in clauses five, eight and ten, UBERALL does not ensure that the SAAS shall function continuously and free of any errors. UBERALL shall not assume any responsibility nor grant any express or implied guarantee as to any damage USER or third parties may possibly suffer as a result of the use or malfunction of SAAS. USER shall be the sole responsible for defining the results to be obtained from the use of SAAS, as well as for deciding if such use is appropriate to its needs. In this respect, both Parties state to have specific knowledge of the computer tools to be used in the provision of the service agreed upon, and to have trained technical staff in their organizations, which has enabled them to assess the opportunity and convenience of entering into this Agreement. Therefore, they hereby release the other party from any liability derived from the provision of the service agreed upon or the results and/or business and commercial decisions taken or not taken by virtue thereof.
6.2 In no case shall UBERALL be liable for any consequential damage or loss of profits, including but not limited to any interruption of business, loss of opportunity or loss of savings, regardless of any notification of such possibility, or for any damages arising from acts or omissions by third parties.
6.3 None of the Parties shall be liable for any delay, default and/or other event or act non-attributable to them.
6.4 USER shall have the exclusive control of its Account and thus shall be liable at all times for the use thereof. Consequently, USER expressly releases UBERALL from any liability of any nature derived from the use of the Account under this Agreement. USER shall refrain from using SAAS for illegal purposes or for purposes affecting the rights and interests of third parties or UBERALL, under penalty of rescission hereof by UBERALL and being liable for any damages sought by UBERALL in connection with USER’s actions.
6.5 USER agrees that the provision of SAAS may be subject to limitations, delays and other inconveniences inherent in the normal use of Internet. Therefore, USER acknowledges that UBERALL has no liability whatsoever for any cause arising therefrom.
6.6 UBERALL shall not be liable before third parties for any damages caused to the property or interests of such third parties regarding the use of SAAS. USER undertakes to hold UBERALL harmless against any action, suit or claim, whether in contract or in tort, arising out of the authorized resources, and to reimburse, within forty-eight (48) hours upon notification by UBERALL, any sum owed as a result of such claim, including attorney fees.
6.7 In any event and to all effects, it is hereby established that UBERALL’s liability by any reason related hereto shall never exceed the amount effectively paid and/or to be paid by USER in a period of six (6) months.
The Parties warrant to each other that they shall keep confidential and private any information on the other party and its business that they may have acquired under this Agreement, and that such information is considered a trade secret. The confidential information includes, without limitation, any information, documentation and/or business contract conditions, as well as any idea, procedure, routine, algorithm, source code, object code, manuals and supplementary documentation.
The obligations of the Parties as regards the Confidential Information shall remain valid, regardless of the effectiveness or termination of this Agreement.
EIGHT: Intellectual Property
8.1. The Software as well as each of its components, especially any written or designed material, magnetic support and related documentation, are the intellectual property of third parties that have authorized UBERALL, and they shall retain all said rights. The use of such intellectual property rights shall be allowed to USER within the scope of this Agreement.
8.2. According to the license for use granted, UBERALL shall be responsible for the lawful origin of the Software, granting USER warranty of title for any claim or issue that may arise in relation to the free disposition of the rights to exploit the Software and/or in relation to title to authorship thereof. In case a third party allegedly claims an infringement of its intellectual rights as a result of the use or reproduction of the Software, its titles or its trademarks, USER shall notify UBERALL within forty-eight (48) hours after learning of the claim. UBERALL shall be responsible for the defense against the claim and USER shall be bound to make its best efforts to cooperate.
8.3. In no case shall USER be able to disclose, exploit, transfer, lease or otherwise perform acts of disposition and/or administration on the Software and/or SAAS, neither partially nor totally, by any reason whatsoever, and is expressly forbidden to use SAAS for the provision of services to third parties.
TEN: Guarantee. Maintenance, technical support and updating services
10.1 USER is entitled to twelve (12) months of free support, maintenance and updating services (Guarantee).
10.2 Upon expiration of the term established before in this Agreement, the payment policy for maintenance, technical support and update services shall become effective, and USER shall pay the fee applicable at the time, set out in the Annex "Prices" which may be accessed through the link uberall.us/pricing.
10.3 Any USER not willing to receive such service shall give reliable notice to UBERALL thirty (30) days prior to the expiration of the guarantee term.
10.4 The terms and conditions of the maintenance, technical support and update services agreement are attached hereto and may be accessed by USER by visiting uberall.us/products.uberservices.
10.5 The technical assistance shall be provided during the term of the Guarantee, pursuant to the following service conditions:
The support service provided shall be accessed by visiting www.uberall.us
Updates shall be performed in the time and manner UBERALL deems necessary and appropriate.
10.6 The services described in Section 10.5 hereof, depending on their type, may be remotely provided directly by UBERALL, pursuant to Section 10.7.
10.7 The Guarantee services shall be provided according to the following criteria:
USER shall use the application correctly and shall not modify it neither by itself nor through third parties. If Software is modified in any manner whatsoever, UBERALL shall be exempt from providing support.
10.7 If any modification to Software by USER results in its malfunction, UBERALL shall be exempt from any liability whatsoever and from the provision of the guarantee granted.
10.8 The effective term of the guarantee service shall be as from the execution of this Agreement or the commencement of use of the Software, whichever occurs first.
ELEVEN: Ownership of data – Security – Content – Liability
11.1. USER shall be the exclusive owner of data and thus UBERALL shall not be responsible for the accuracy, reliability, precision, truthfulness, updating and lawfulness of any data, information and files organized, managed, transferred, disclosed or collected using SAAS and obtained by means of the Software. USER shall be responsible for controlling and checking if the results obtained satisfy its information needs.
11.2. UBERALL shall not be liable for the nature, use and destination of the stored or managed data, as well as for any damage to or inconsistencies in the information, arising from the misuse of Software.
11.3. Furthermore, UBERALL shall not be liable for any loss of or damage to data, either totally or partially, as a result of failures in equipments, networks, electrical installations and other installations in general, power grid, Internet licensor or licensor of other applications, as long as such failures exceed the security measures provided by UBERALL.
11.4. USER warrants that the content and use of the data being managed are not against moral customs; do not impair rights of third parties; do not infringe current legislation, which includes, without limitation, any infringement of copyrights, patent rights, trademark rights, trade secrets or any other intellectual property rights; does not incur in false, misleading or degrading publicity, or in unfair competition, defamation, invasion of privacy or usurpation of individual rights; nor violates any other right or guarantee covered by any current legislation.
11.5. In the case of "Personal data", as provided by the applicable legislation, it is hereby understood that USER has complied with the obligations laid out in such legislation and that USER is bound, under the conditions established therein, to take all technical and organizational measures to ensure the safety and confidentiality of personal data.
11.6. Parties state that the processing of personal data by UBERALL or its staff shall not be considered an assignment or transfer thereof, as long as such processing is necessary for the fulfillment of the obligations hereunder.
11.7. UBERALL shall take all necessary security measures, pursuant to the applicable legislation, to ensure the safety and integrity of data and avoid their unauthorized modification, loss, use or access, in view of the state of the art, the nature of the stored data, and the risks inherent in human activity and the physical or natural environment.
TWELVE: Rescission – Resolution
Failure by any Party to perform any of the obligations agreed upon hereunder shall entitle the other to terminate this Agreement, giving prior notice to other party and granting a period of fifteen (15) days to cure the default.
UBERALL shall be able to resolve this Agreement at any time and for no reason at all, giving reliable notice to the other party of its intention at least thirty (30) days in advance. The exercise of this power shall not entitle the other party to any compensation whatsoever if the indicated terms are complied with.
In case of termination of this Agreement for any reason, UBERALL shall disable access to the Software by USER. Furthermore, USER shall delete all elements, copies and/or applications of the Software in its possession, including any backup(s).
USER shall indemnify, defend and hold UBERALL, or any of its shareholders or partners (depending on the case), directors, employees and agents, harmless against any action, suit or claim, whether in contract or in tort, and any loss, damage, reimbursement, expense or cost of any nature arising, either directly or indirectly, out of USER’s non-performance of the declarations, covenants and obligations hereunder.
FOURTEEN: Trademarks and trade names
USER grants authorization for the use of its trademark(s), trade name(s) and/or logo(s) for the purposes of marketing, promoting and/or publicizing any of its services and products, without any payment obligation by UBERALL for such use.
FIFTEEN: Amendments to the Agreement
UBERALL may amend the Agreement at any time by making the amended terms and conditions available to the public in the website. All amended terms and conditions shall become effective after forty-eight (48) hours of their publication. Within five (5) days following the publication thereof, USER may communicate its disagreement by e-mail; in such case, UBERALL shall contact USER in order to reach an agreement upon said changes. Upon expiration of the five-day (5) term, USER shall be considered to have accepted the new terms and conditions and the Agreement shall remain binding upon the parties.
Annexes are an integral and inseparable part of this Agreement and the documents contained therein are added as reference. They may be accessed by means of the link provided below or by directly consulting the pages on:
• Technical specifications
· Maintenance, technical support and update services agreement
SEVENTEEN: Law and applicable jurisdiction. Notifications
This Agreement between the Parties shall be subject to the laws of the United States of America. Any dispute arising between the parties in relation hereto shall be subject to the jurisdiction of the State of Florida and the right to resort to any other applicable venue or jurisdiction is hereby waived by the parties.
For the purposes of this Agreement, USER may validly contact UBERALL by e-mail at email@example.com
Any notification or communication by UBERALL to the domicile and/or e-mail address established by USER upon registration shall be deemed effective and completely valid. Communications in the form of prompts and messages in the website www.uberall.us shall also be effective.
Enter your email and to receive instructions
Enter your details to begin: