Cloud Service Master Agreement

Definitions

a) “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity

b) "Agreement" means this CSMA together with all orders, exhibits, policies, notices and guides

c) "Cloud Service" means the cloud service provided by CSAB 

d) “Customer Content” means any data, content, or materials that Customer (including its Users) submits to or creates within the Services and that is under the control of the Customer. 

e) ”Data Export Policy” means the Customer Content export and import policy, the current version of which is at

f) ”Data Processing Addendum” means the Data Processing Addendum

g) “High-Risk Activities” means activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control

h) “Laws” means all local, state, federal and international laws, regulations, and conventions, including those related to data privacy and data transfer, international communications, and export of technical or personal data applicable to CSAB and Customer in their respective use and provision of the Services 

i) “Order” means an order document or on-line order for access to and/or provision of Services that references this CSMA, that is executed by the Customer and accepted by CSAB. 

j) “Policies” means the Privacy Notice, SLA, Data Processing Addendum or other policies referenced in the Agreement

k) “Privacy Notice” means the Privacy Notice

l) “Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to privacy regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or related rules or regulations, social security numbers, driver’s license numbers or other government ID numbers or (f) any medical data, financial data, data about minors, or other sensitive personal data protected under Laws

m) “Services” means the Cloud Service and any other services CSAB may provide to Customer under this Agreement

n) “SLA” means the CSAB Service Level Agreement, the current version of which is at configura.com/agreements/sla   

o) “Subscription Term” means the term for Customer’s use of the Cloud Service

p) “Support” means support for the Services provided to Customer as accessed at support.configura.com. The support page include Help Center with documentation, tutorials, troubleshooting, faq’s

q) “Third-Party Platform” means any platform, add-on, service, product, app, or integration not provided by CSAB that Customer elects to integrate or enable for use with the Services. 

r) “Usage Data” means data relating to Customer’s use and consumption of the Services including CSAB’s technical logs, data, and learnings about Customer’s use of the Services

s) “User” means any individual aged 18 or older who Customer permits or invites to access and use the Services, create or access Customer Content, which may include Customer’s and its Affiliates’ employees, consultants, contractors or other third parties. 

 

1. The Services

1.1. Permitted Use. Subject to any usage limits specified in an Order or in this Agreement, CSAB grants to Customer a worldwide, non-transferable, non-exclusive, non-sublicensable right to access and use the Services during the Subscription Term. 

1.2. Orders. Customer may from time to time request CSAB to supply the Services for a specified number of Users and duration as agreed by the parties in an Order.  

1.3. Users. Only Users may access and use the Services, and Customer maintains sole control and responsibility over (a) Customer Content, (b) its Users’ access and use of the Services in compliance with this Agreement, and actions taken through their Users’ accounts, and (c) the use and confidentiality of its Users’ logon credentials to the Services. Each party will promptly notify the other party if it becomes aware of any compromise of any logon credentials. Users must at all times, maintain a valid email address for the User’s MyConfigura ID and corresponding password. 

1.4. Administrators.  Customer must designate one or more individual User(s) as administrator(s) with certain rights of control and management over Customer’s Cloud Service account, including management of Users and Customer Content.  

1.5. Restrictions. Except as expressly authorized in this Section 1, Customer will not, and will not permit its Users to: (a) provide access to, distribute, sell or sublicense the Services to a third party, (b) use the Services on behalf of third parties, (c) use the Services to develop a similar or competing product or service, (d) scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorized data from the Services, except to the extent expressly permitted by Law (and then only with prior notice to CSAB), (e) modify or create derivative works of the Services or copy any element of the Services, (f) remove or obscure any proprietary notices in the Services or otherwise misrepresent the source of ownership of the Services, (g) publish benchmarks or performance information about the Services or facilitate third parties to compile benchmarks or performance measurements about any Services, (h) interfere with the Services operation, circumvent its access restrictions or conduct any security or vulnerability tests of the Services, (i) transmit any viruses or other harmful materials to the Services, (j) allow individuals to share User logon credentials, (k) engage in any fraudulent, misleading, illegal, or unethical activities using or related to the Services, or (l) use the Services to store or transmit material which contains illegal content.  

1.6. Privacy Notice. CSAB will use User data and Usage Data in accordance with the Privacy Notice. Customer agree and accept all of the terms and conditions as contained in the Privacy Notice and that the Privacy Notice may be amended at any time, at CSAB's sole discretion, without notice; and provided further that when amended, the "Last Updated" date at the top of the Privacy Notice will be revised accordingly.  

1.7. Changes to the Services. CSAB reserves the right at any time to time to modify, change or discontinue, temporarily or permanently, any part of the Services with or without notice. 

   

2. SLA and Support

During the Subscription Term, CSAB will (a) make available the Cloud Service to Customer pursuant to this Agreement, (b) use commercially reasonable efforts to make the Cloud Service available in accordance with the service level targets according to the SLA, (c) provide Support  via the support link, and (d) provide additional services related to the Cloud Service (e.g. training), subject to  a separate Order for such services.  

 

3. Customer Content

3.1. Data Use. Customer grants CSAB a non-exclusive, worldwide, limited right to use, copy, store, transmit, and display Customer Content in connection with the provision of the Cloud Service and to modify and create derivative works of Customer Content (e.g. for technical purposes such as reformatting for display on various types of devices), under this Agreement and as outlined in the Privacy Notice. To the extent Customer Content contains any personal data and CSAB processes any such personal data on behalf of Customer, the processing of such personal data will be governed by the Data Processing Addendum. 

3.2. Security. Without limiting Section 8, CSAB will use reasonable technical and organizational measures designed to protect the Services and Customer Content and maintain commercially reasonable standards and controls designed to detect and prevent the introduction of viruses, malware, Trojan horses, and other code intended to do harm. 

 

4. Customer Obligations

4.1. Responsibility for Customer Content. Customer is responsible for its Customer Content, including its content and accuracy, and agrees that its use of the Services and all Customer Content will comply with all Laws. Customer represents and warrants that it has made all disclosures and has all rights, consents, and permissions necessary or legally required to use its Customer Content with the Services and grant CSAB the rights in Section 3.1 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, confidentiality, publicity, or privacy rights) or any terms or privacy policies that apply to the Customer Content. CSAB will use commercially reasonable efforts and industry-standard practices to perform regular backups of Customer Content stored within the Service. However,  Customer acknowledges and agrees that (a) CSAB does not guarantee the availability, integrity, or restoration of any Customer Content; (b) backups are intended solely for disaster recovery purposes and may not be comprehensive or up-to-date at all times; (c) Customer is solely responsible for maintaining independent data exports and backups of its Customer Content and data as necessary to meet its operational, legal, or regulatory requirements. The Services will include Customer Content export and import functionality as set out in the Data Export Policy.  

4.2. Prohibited Uses. Customer may not use the Services with Prohibited Data or for High-Risk Activities. Customer acknowledges that the Services are not intended to meet any legal obligations for these uses. Notwithstanding anything else in this Agreement, CSAB has no liability for Prohibited Data or use of the Services for High-Risk Activities. 

 

5. Suspension of Service

CSAB may suspend Customer or a User’s access to and use of all or any part of the Services if (a) Customer fails to pay any undisputed fee(s) within 10 days of receiving notice of non-payment; or (b) CSAB reasonably believes Customer is in breach of Section 1 (The Services) or Section 4 (Customer Obligations), and/or its actions risk harm to other customers or the security, availability or integrity of any of the Services. Where practicable, CSAB will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue leading to suspension, CSAB will promptly restore Customer’s or User’s access to the relevant Services in accordance with this Agreement. 

 

6. Integration with Third-party Platforms

CSAB may allow integrations with Third Party Platforms. If Customer elects to use Third-Party Platforms with the Services, (a) such use of Third-Party Platforms is not subject to the terms of this Agreement, (b) Customer acknowledges that CSAB does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms use Customer Content, and (c) Customer gives CSAB the right to access and exchange Customer Content with the Third-Party Platform in relation to Customer’s use of the Services. Customer shall not use integration with Third-Party Platforms to circumvent any restrictions under this Agreement. 

 

7. Commercial Terms

7.1. Fees. Customer will pay all fees specified in the Order.  Additional Users, (excluding monthly users) acquired during a Subscription Term will be prorated to match the current Subscription Term. If an Order automatically renews for a Renewal Term, the fees for the Services  will be updated to the most recent list price at the time of renewal less any agreed discounts. Payment obligations are non-cancelable, and fees paid are non-refundable. 

7.2. Payment terms. Customer will provide CSAB with valid and updated credit card information. If Customer provides credit card information to CSAB, Customer authorizes CSAB to charge such credit card for all Services specified in the Order for the initial Subscription Term and any Renewal Term(s) as set forth in Section 10.2 below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order. If the Order specifies that payment will be made against invoice, CSAB will invoice Customer annually in advance or in accordance with any different billing frequency stated in the applicable Order. Unless otherwise stated in the Order, invoiced fees are due net 30 days from the invoice date.  

7.3. Discounts: Any agreed discounts on Services are subject to timely and due payment of all fees invoiced by CSAB. In the event payments are late, CSAB reserves the right to terminate any agreed discount and charge any future Services in accordance with the list price as applicable from time to time. 

7.4. Other remuneration: In the event that CSAB incurs extra work or additional costs due to circumstances for which Customer is responsible, Customer shall remunerate CSAB for such extra work and additional costs in accordance with the CSAB's current price list. 

7.5. Fees are exclusive of all Taxes. Customer shall, in addition to the other amounts payable under this Agreement, pay all taxes including but not limited to sales, and other taxes, federal, state, local, use, excise, value-added, privilege or assessments or governmental charges, or otherwise, and any other type of taxes, however designated, which are levied or imposed by reason of the transactions contemplated by or relating to this Agreement. 

 

8. Disclaimer of Warranty on Services

CUSTOMER expressly acknowledge and agree that use of the Services is at CUSTOMER sole and entire risk. CUSTOMER ASSUME ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OF THE Services AND AGREE NOT TO USE THE Services IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY, OR BUSINESS COULD OCCUR FROM A Services ERROR. The Services and related documentation are provided "AS IS" and without warranty of any kind and CSAB EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CSAB DOES NOT WARRANT INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE Services, THAT THE FUNCTIONS CONTAINED IN THE Services WILL MEET CUSTOMER’s REQUIREMENTS, THAT THE OPERATION OF THE Services WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE Services WILL BE CORRECTED, OR THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. The entire risk as to the results and performance of the Services is assumed by Customer. FURTHERMORE, CSAB DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE Services OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CSAB OR CSAB'S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE Services PROVE DEFECTIVE, CUSTOMER (AND NOT CSAB OR CSAB'S AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION

 

9. Limitation of Liability

CSAB may allow integrations with Third Party Platforms. If Customer elects to use Third-Party Platforms with the Services, (a) such use of Third-Party Platforms is not subject to the terms of this Agreement, (b) Customer acknowledges that CSAB does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms use Customer Content, and (c) Customer gives CSAB the right to access and exchange Customer Content with the Third-Party Platform in relation to Customer’s use of the Services. Customer shall not use integration with Third-Party Platforms to circumvent any restrictions under this Agreement. 

 

10. Term and Termination

10.1. Term. This Agreement starts on the Effective Date and shall continue to apply until all Orders have expired or been terminated in accordance with this Agreement. 

10.2. Subscription Term. The initial Subscription Term shall be as specified in the applicable Order. Unless otherwise specified in the Order, the Subscription Term will automatically renew for additional one-year terms (“Renewal Term”), unless either party gives the other written notice at least 30 days before the end of the relevant Subscription Term. 

10.2. Termination. Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay undisputed fees) within 30 days after notice, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. 

10.3. Effect of Termination. Upon expiration or termination of (a) this Agreement, Customer’s and its Users’ access to all Services will cease; and (b) any Order, then Customer’s and its Users’ access to the Services provided for under that Order will cease.  

Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, CSAB will make Customer Content available to Customer for export or download during a period of 30 days in accordance with the Data Export Policy. If no request is made or after such requested 30-day period, CSAB will have no obligation to maintain or provide any Customer Content and will thereafter delete Customer Content in accordance with its standard procedures.  

10.4. Survival. These Sections survive expiration or termination of this Agreement: 1.5 (Restrictions),  4 (Customer Obligations), 7 (Commercial Terms), 8 (Disclaimer of Warranty on Services), 9 (Limitation of Liability), 10.3 (Effect of Termination), 11 (Ownership), 12 (Confidentiality) 14 (General Terms) and (Definitions).  

 

11. Ownership

Neither party grants the other party any rights or licenses not expressly set out in this Agreement. Except for CSAB’s use rights in this Agreement, Customer and its licensors retains all intellectual property and other rights in Customer Content. Except for Customer’s use rights in this Agreement, CSAB and its licensors retain all intellectual property and other rights in the Services, deliverables and related CSAB technology, template and formats, including any modifications or improvements to these items made by CSAB. CSAB may generate and use Usage Data to operate, improve, analyze, and support the Services and for other lawful business purposes and as described in the Privacy Notice. If Customer provides CSAB with feedback or suggestions (“Feedback”) regarding the Services or other CSAB offerings, CSAB may use such Feedback without restriction or obligation.  

 

12. Confidentiality

Except as otherwise expressly permitted under this Agreement, each party undertakes not to disclose, without the other party's consent, to a third party, during the term of the Agreement or for a period of three years thereafter, any information regarding the other party's business that may be considered a business or professional secret or which according to Law is subject to a duty of confidentiality. Unless otherwise follows from Laws, CSAB's pricing information, technical information regarding the Services and other information that a party specifies as confidential shall always be regarded as a business or professional secret. The confidentiality obligation does not apply to information that a party can demonstrate has become known to the party other than through this Agreement or which is publicly known. Furthermore, the confidentiality obligation does not apply when a party is required to disclose such information by law, court or government order or binding stock exchange regulations. Where a party is required to disclose information in such way, it shall notify the other party prior to disclosure. 

 

13. Free Trials and Betas

If Customer receives access to the Services or Service features on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by CSAB (or if not designated, 30 days). Trials and Betas are optional and either party may terminate participation or discontinue using Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that CSAB may add, remove, change, separately release, or never release. Trials and Betas and their features and performance metrics comprise CSAB’s confidential information and are subject to Section 12. Customer Content developed or created as part of Trials and Betas may be unusable or corrupt and CSAB does not provide any guarantees on that such data is possible to save or retrieve. Notwithstanding anything else in this Agreement, CSAB provides Trials and Betas “AS IS.” 

 

14. General Terms

14.1 U.S. Government End Users. The Cloud Service is a "commercial item" as defined in FAR 2.101. Government software and technical data rights in the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license in technical data and software is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense purchases, DFAR 252.227-7015 (Technical Data -- Commercial Items) and 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Accordingly, all U.S. Government End Users acquire Licensed Software with only those rights set forth herein. 

14.2. Relationship of Parties. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of legal association between or among Customer and CSAB, and Customer will not represent to the contrary, whether expressly, by implication, appearance or otherwise 

14.3. Waiver; Construction. Failure by CSAB to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. CSAB and Customer acknowledge and confirm that it has reviewed this Agreement and that the rule of construction to the effect that the language of this Agreement or any ambiguities contained therein are to be resolved against the drafting party shall not apply to this Agreement or be employed in the interpretation and/or construction of this Agreement. 

14.4. Assignability. Customer agree that neither this Agreement nor any interest, licenses, or rights may be assigned, transferred, or conveyed, in whole or in part. Any assignment in violation of this Agreement by Customer is deemed null and void. CSAB shall have the right to assign, transfer, or convey any interest, licenses, or rights, in whole or in part of this Agreement. 

14.5. Severability. (a) If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the economic benefits and intent of the parties, and the remainder of this Agreement will continue in full force and effect. (b) Notwithstanding the foregoing, if applicable law prohibits or restricts Customer from fully and/or specifically complying with Sections 1, 3, 4, 7 or 8 or prevents the enforceability of this Section 14.5, this Agreement will immediately terminate and Customer must immediately discontinue any use of the Services. 

14.6. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the Laws of Sweden without regard to its conflicts of law provisions. 

14.7. Dispute Resolution. All claims, disputes, controversies, differences or misunderstandings between Customer and CSAB hereto arising under, out of, or in connection with this Agreement which cannot be amicably settled and resolved by the parties hereto, shall be finally settled or determined by arbitration before a panel of arbitrators in Stockholm, Sweden, in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce and any final award rendered in such arbitration shall be binding upon the parties and shall be enforceable in any court of competent jurisdiction. Arbitration proceedings shall be in the English language. 

14.8. Attorneys’ Fees. If it shall be necessary for either party to this Agreement to bring any action or suit to construe, interpret or enforce any provisions hereof or for damages on account of any breach of this Agreement, the prevailing party on any issue in any such arbitration or litigation and any appeals there from shall be entitled to recover from the other party, in addition to any damages or other relief granted as a result of such arbitration or litigation, all costs and expenses of such arbitration or litigation and a reasonable attorneys' fee as fixed by the arbitrator or court. The provisions of this subparagraph shall survive the termination of this Agreement coextensively with other surviving provisions of this Agreement. 

14.9. Notices. CSAB may send notices pursuant to this Agreement to Customer’s email address provided by Customer, and such notices shall be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement electronically (e.g., via e-mail) to license@configura.com, or such e-mail as otherwise provided by CSAB, and such notices shall be deemed received 72 hours after they are sent. 

14.10. Export. By using the Service, Customer agree that Customer are complying with all applicable local and international Laws, including but not limited to the export and import regulations of Customer’s country and any other required countries 

14.11. Entire Agreement. This Agreement constitutes the entire agreement between CSAB and Customer and supersedes any and all prior or contemporaneous understandings or agreements, whether written or oral. Except as expressly set forth herein, Customer nor CSAB make nor shall be bound by any warranties, representations, covenants, or agreements, express or implied. 

14.12. General. CSAB may (i) amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof; or (ii) increase or add new fees and charges for any Services Customer is using at any time by sending Customer written notice thereof. Any such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first give CSAB written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Renewal Term following the Proposed Amendment Date (unless Customer terminates this Agreement pursuant to Section 10, Term and Termination). Customer’s continued use of the Service following the Proposed Amendment Date without any notice of rejection will confirm Customer’s consent to the amendments. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 14.12, the Privacy Notice may be amended at any time in accordance with Section 1.6.