Terms And Conditions
This Subscription Agreement (“Agreement”) is between AGR Software AS with offices at Karenslyst Alle 4, 0213 Oslo, Norway , (“AGR Software AS”), and the individual or entity signing or electronically accepting this Agreement, or any Order Form that references this Agreement (“Customer”). This Agreement is entered into on the earlier of, (a) Customer clicking “Agree” or “Yes” to the terms of this Agreement to gain initial access to, or use of, the Software, or (c) Customer is given access to the Software (“Effective Date”).
- Individual Signing on Behalf of Company. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF AN ENTERPRISE OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTERPRISE AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTERPRISE AND ITS AFFILIATES.
- Individual Signing on Behalf of Individual But Using Company Email. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING THIS AGREEMENT ON HIS OR HER OWN BEHALF BUT USING AN ENTERPRISE EMAIL ADDRESS TO DO SO, SUCH INDIVIDUAL ACKNOWLEDGES AND AGREES THAT USE OF SUCH ENTERPRISE EMAIL ADDRESS WILL ESTABLISH A AGR SOFTWARE ACCOUNT THAT WILL BE ASSOCIATED WITH THE APPLICABLE ENTERPRISE, AND CAN AND WILL BE TRANSFERRED ENTIRELY (BOTH CONTROL AND DATA/INFORMATION WITHIN THE ACCOUNT) TO SUCH ENTERPRISE UPON SUCH COMPANY’S REQUEST WITHOUT NOTICE OR LIABILITY TO THE INDIVIDUAL. AS SUCH, TO ENSURE NO LOSS OF PERSONAL CONTENT, AGR SOFTWARE STRONGLY RECOMMENDS ESTABLISHING AN AGR SOFTWARE ACCOUNT TIED TO A PERSONAL EMAIL ADDRESS.
“Acceptance” of an Order Form shall occur at the earliest of the following: (a) execution of an Order Form, (b) reference to an Order Form Quote No. within a purchase order or similar document, or (c) the use of Software.
“Affiliate” means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity.
“Appendix” are inclusions in this Agreement that state the terms by which Software is offered to Customer. The Appendices shall be considered part of the Agreement.
“Contractors” are defined as third parties that Customer has engaged to manage, or otherwise use the Software, solely on behalf of Customer.
“Controlled Subject Matter” is the Software or any software or anything related thereto or any direct product thereof, collectively.
“Customer Content” is all software, information, content and data provided by or on behalf of Customer or made available or otherwise distributed through the use of the Software.
“Customer Records” collectively means books, records, contracts and accounts relating to the payments due AGR Software under this Agreement.
“Customer Support” means technical support of the Software provided by AGR Software.
“Enterprise” means the organization, company, corporation and/or other type of entity which procures the Software to be used on its behalf pursuant to the terms of this Agreement.
“Fees” are those fees set forth within the Order Form, or, fees due immediately when purchasing via the web-portal.
“Individual” means a person who uses the Software on their own behalf, and not an Enterprise. An Individual must be over the age of eighteen (18) years old.
“Order Form” is a transactional document agreed to between the parties which states the Software and/or Supplemental Services being purchased, term of use, price, and other applicable transaction details. For the avoidance of doubt, the parties acknowledge and agree the terms and conditions stated within this Agreement and an executed Order Form shall govern with respect to all matters contemplated herein.
“Purchase Order” is a Customer’s processing document, or similar record, which is used by Customer to demonstrate internal approval and /or record of a purchase. Any terms stated within a Purchase Order shall be null and void and are expressly rejected by the parties.
“Software” means software, and other branded offerings made available by AGR Software or its Affiliate(s), including but not limited to, the IQX platform.
“Subscription” refers to the applicable services, support and function(s) of the Software as provided. Subscriptions are provided in tiers / levels as described in Appendix 1 and are based on the number of Users.
“Subscription Start Date” is the earlier of, unless otherwise agreed to in writing: (i) if purchasing directly from AGR Software the date, (a) stated on an Order Form, (b) transacted via the Website, or (c) Customer is given access to the Software, or (ii) if purchasing through an Authorized Partner, the date in which agreed to between Customer and said Authorized Partner.
“Subscription Term” shall begin on the Subscription Start Date and continue for twelve (12) months, unless otherwise agreed to in an Order Form or web-portal purchase.
“Users” is defined as the unique and single Individual, or employee, Contractor, or other third party individual authorized by Customer (in accordance with this Agreement) who are able to access the Software purchased under a Subscription, regardless of whether the User actually accesses or the frequency with which they access the Software.
“Website” means AGR Software website located at http://www.AGR-Software.com, http://www.iqx.no and all subdomains, and all content, services, documentation provided on the Website.
2. SCOPE OF AGREEMENT
2.1 The specifications of the Service are set out in Appendix 1 (Specifications) which describes the Service to be delivered by AGR Software to Customer, including without limitation functional, non-functional, security and regulatory requirements, maintenance services and provision of upgrades, and the service levels (including method of calculation of service levels) that AGR Software shall comply with. Appendix 1 also states any additional services such as installation, configuration, migration, customisation, or integrations to be provided by AGR Software under this Agreement. If AGR Software is required to cooperate with third parties to provide the Service, this shall be specified in Appendix 1.
AGR Software is not responsible for services provided to the Customer by a third party. Requirements for integration and other terms for cooperation between AGR Software and any such third parties which is necessary for the provision of the Services shall be provided in Appendix 1.
If standard upgrades of the Services result in changes in configurations, customisations or integrations, AGR Software shall perform necessary testing of the service after the upgrade and the change.
3. ORDERING PROCESS
3.1 All notifications under the Agreement shall be made in writing to the Parties’ stated contact address. Errors and defects shall be notified as soon as possible after they are discovered. The Parties are responsible for notifying each other if the contact person or the contact information is changed.
3.2 The Supplier shall notify the Customer when the Service is ready to use (start-up date). Any errors reported by the Customer shall be corrected by Supplier without undue delay. If required, the Parties shall agree upon categorisation of errors as per Annex 1 and a plan and timeframe proposed to resolve the errors. The Supplier shall notify the Customer when the errors have been corrected.
The Services will be in regular operation from the start-up date.
3.3 The Service includes the reconstruction of data lost owing to inadvertent deletion due to circumstances the Supplier is responsible for. Unless the Supplier has acted negligently, liability is limited to recovering data from the last backup.
In the event of loss of data, the Supplier shall prepare a plan for reconstruction that shall be approved by the Customer. If the loss of data is caused by circumstances the Customer is responsible for, or errors in the Service that the Supplier does not have the necessary rights to correct, the Supplier can offer reconstruction subject to a charge based on the Supplier’s hourly rates.
4. TERM AND TERMINATION
4.1 The Agreement commences on the Effective Date and continues for 12 months or is terminated in accordance with this Section 4.
4.2 Subscriptions shall renew for successive terms (of the same duration) as the original Subscription Term unless either party gives notice of its intention not to renew prior to the expiration of the current Subscription Term. Subscriptions must be used during the Subscription Term and any unused Subscriptions will expire.
4.3 Either party may terminate this Agreement and any Order Form executed between the parties if:
(a) the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after written notice; or
(b) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
4.4 AGR Software may (at its sole discretion) suspend delivering Subscriptions if Customer breaches the terms of Section 6 (Payment of Fees) until the breach is remedied.
4.5 Unless otherwise stated herein, termination of this Agreement shall not affect any Subscriptions currently being delivered and this Agreement shall remain in full force and effect until the expiration of the then-current Subscription Term. In the event this Agreement is terminated by Customer in accordance with Section 4.3, AGR Software will refund Customer any prepaid Fees for the prorated portion of unused Subscription Term. If this Agreement is terminated by AGR Software in accordance with this Section 4, Customer will pay (if applicable) any unpaid Fees covering the remainder of the Subscription Term of all Order Forms, to the extent permitted by applicable law. For the avoidance of doubt, in no event will termination relieve Customer of its obligation to pay any Fees payable to AGR Software for the period prior to the effective date of termination.
5. RESTRICTIONS AND RESPONSIBILITIES
5.1 Customer will not, and will not permit any third party other than Users, to:
(i) use the Software for any purpose other than as specifically authorized in this Agreement;
(ii) use the Software in such a manner that would enable any third party to access the Software;
(iii) use the Software for time sharing or service bureau purposes (including without limitation, sublicensing, distributing, selling, reselling any Software);
(iv) for any purpose other than its and its Affiliates’ own internal use;
(v) use the Software other than in compliance with all applicable laws and regulations;
(vi) use the Software in any manner that: (a) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process); (b) impersonates any person or entity, including without limitation any employee or representative of AGR Software;
(vii) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Software or access it to: (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Software, (3) copy any ideas, features, functions or graphics of the Software, or (4) determine whether the Software are within the scope of any patent.
5.2 Nothing in this Agreement shall prohibit Customer from using the Software for benchmark testing or comparative analysis. Customer will comply with all applicable data privacy and security laws and shall have appropriate technological, administrative, and physical controls in place to ensure such compliance.
5.3 In accordance with this Agreement, AGR Software has the right to verify electronically (or otherwise), and generate reports related to Customer’s installation of, access to, and use of the Software to ensure compliance with the terms of this Agreement. Customer shall maintain Customer Records during the term of this Agreement and for two (2) years thereafter. AGR Software may, upon thirty (30) days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations.
5.4 Customer will be responsible for the following:
(i) maintaining the security of Customer’s account, passwords (including, but not limited to, administrative and User passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent; and
(ii) any acts or omissions carried out by Contractors on Customer’s behalf. Customer shall ensure that Contractors are subject to terms no less stringent than those stated herein.
5.5 Subject to this Agreement and the applicable Order Form, AGR Software will provide Customer Support to Customer for the Subscriptions, during the Subscription Term, at no additional cost.
5.6 Customer represents and warrants that it has, and shall retain, all right, title and interest (including, without limitation, sole ownership of) relating to Customer Content, and the intellectual property rights related thereto.
6. PAYMENT OF FEES
6.1 This Section 6 applies only to Subscriptions that are procured directly from AGR Software. All web-portal purchase Fees shall be due and payable immediately.
6.2 The Order Form shall: (i) reference this Agreement; (ii) state the Subscription Term(s) and Subscription(s) that are being purchased; and (iii) state the Fees due for the applicable Subscription(s).
6.3 Such Order Form is hereby incorporated into this Agreement by reference. The parties hereby agree to the terms and conditions stated within this Agreement and those found within an Order Form to the exclusion of all other terms. The parties agree that all terms stated within a Purchase Order, or other similar document, shall be null and void and are expressly rejected.
6.4 Customer will pay AGR Software the applicable Fees, including those for Supplemental Services, without any right of set-off or deduction. All payments will be made in accordance with the payment details stated within the applicable Order Form. Except as expressly set forth in this Agreement, all Fees paid or due hereunder (including prepaid amounts) are non-refundable, including without limitation if this Agreement is terminated in accordance with Section 4 herein.
6.5 During the Subscription Term, Customer may, subject to this Agreement and this Section 6, activate and use Add-On Users. For the avoidance of doubt, Customer shall not have the right to report less than the number of Users originally purchased under the Subscription, and all Add-On Users or additional Users shall be co-termed to the underlying Subscription Term.
6.6 At the end of each twelve (12) month period, commencing upon the Subscription Start Date during the Subscription Term (“Annual Term”), AGR Software will: (i) per Section 6.4, invoice Customer with respect to any and all Add-On Users (“True-Up”). With respect to customers that have purchased and paid for Subscriptions in excess of twelve (12) months, at the end of each Annual Term, AGR Software will: (i) carry out a True-Up, and (ii) provide a new license key (as applicable). Add-On Users shall be priced at the then-current list price of the Software and shall not include any pro-ration, set-off and/or deduction to account for term of use, or otherwise.
7.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Confidential Information”). Such Confidential Information shall be either: (i) identified as confidential at the time of disclosure; or (ii) the nature of such information and/or the manner of disclosure are such that a reasonable person would understand it to be confidential. Without limiting the foregoing, and subject to applicable open source license(s), the Software is considered AGR Software Confidential Information.
7.2 The Receiving Party agrees: (i) not to divulge to any third person any such Confidential Information; (ii) to give access to such Confidential Information solely to those employees with a need to have access thereto for purposes of this Agreement; and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the party takes with its own confidential information, but in no event will a party apply less than reasonable precautions to protect such Confidential Information.
7.3 The Disclosing Party agrees that Section 7.2 will not apply with respect to any information for which the Receiving Party can document: (i) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; or (ii) was in its possession or known by it prior to receipt from the Disclosing Party; or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.
7.4 The parties’ obligations with respect to the protection of Confidential Information shall remain in force for a period three (3) years following the receipt of such Confidential Information and shall survive any termination or expiration of this Agreement.
7.5 Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party, when legally possible, reasonable prior notice of such disclosure to allow the Disclosing Party to contest such order.
7.6 Both parties will have the right to disclose Confidential Information in connection with a required filing to a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers, provided that at all times the Confidential Information shall be protected in a manner no less stringent as set forth in this Section 7.
7.7 AGR Software may collect data with respect to, and report on the aggregate response rate and other aggregate measures of, the Software performance and Customer’s usage of the Software. Notwithstanding the foregoing, AGR Software will not identify Customer to any third party as the source of any such data without Customer’s prior written consent.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Subject to the terms and conditions of this Agreement, AGR Software hereby grants to Customer and its Affiliates a limited, non-exclusive, non-transferable, non-sublicensable license for Customer’s and its Affiliates’ Users to use, reproduce, modify, prepare derivative works based upon, and display the code of Software at the tier level selected by Customer, or as set forth in an Order Form, solely for: (i) its internal use in connection with the development of Customer’s and/or its Affiliates’ own software; and (ii) the number of Users for which Customer has paid AGR Software. Notwithstanding anything to the contrary, Customer agrees that AGR Software and/or its licensors (as applicable) retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid Subscription for the correct number of Users.
8.2 Except as expressly set forth herein, AGR Software (and its licensors, where applicable) will retain all intellectual property rights relating to the Software and any suggestions, ideas, enhancement requests, feedback, or other recommendations provided by Customer, its Affiliates, Users or any third party relating to the Software (herein referred to as “Feedback Materials”), which are hereby assigned to AGR Software. For the avoidance of doubt, Feedback Materials shall not include Customer Confidential Information or intellectual property owned by Customer. This Agreement does not constitute a sale of the Software and does not convey to Customer any rights of ownership in or related to the Software or any other intellectual property rights.
8.3 Customer shall not remove, alter or obscure any of AGR Software (or its licensors’) copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of AGR Software (or its licensors’) ownership or contribution from the Software.
9.1 During the Subscription Term, AGR Software represents and warrants that: (i) it has the authority to enter into this Agreement, (ii) the Software shall be provided in a professional and workmanlike manner by qualified personnel; and (iii) it will use commercial industry standard methods designed to ensure the Software provided to Customer does not include any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or User data.
9.2 If at any time AGR Software fails to comply with the warranties in this Section 9, Customer may promptly notify AGR Software in writing of any such noncompliance. AGR Software will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide the Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting the non-compliance is not established during such period, Customer may terminate this Agreement and receive a prorated refund for the unused portion of the Subscription Term as its sole and exclusive remedy for such noncompliance.
9.3 EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE, SUPPLEMENTAL SERVICES AND CONFIDENTIAL INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. AGR SOFTWARE AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10. LIMITATION OF LIABILITY
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
10.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF EACH PARTY AND ITS AFFILIATES AND LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID BY CUSTOMER OR ITS AFFILIATES HEREUNDER IN THE ONE YEAR PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, BUT WILL NOT LIMIT CUSTOMER’S OR ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “PAYMENT OF FEES” SECTION ABOVE.
11. FORCE MAJEURE
11.1 AGR Software and Customer will not be liable for any default or delay in the performance of their respective non-monetary obligations, to the extent that such default or delay is caused, directly or indirectly, by fire, flood, earthquake, explosions, elements of nature, acts of God, acts or regulations of government bodies, nuclear, chemical or biological contamination, court orders arising out of circumstances other than a breach of this Agreement by the Non-performing Party (as defined below), acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts or labor difficulties, epidemics or by any other event or circumstance that is beyond the reasonable control of AGR Software or Customer. The party that is unable to perform shall be referred to as the “Non-performing Party”. Such event or circumstance giving rise to the default or delay is hereby referred to as a “Force Majeure Event”.
11.2 The Non-performing Party will be excused from any further performance of the non-monetary obligations affected by such Force Majeure Event for as long as such Force Majeure Event continues and the Non-performing Party continues to use commercially reasonable efforts to resume performance.
11.3 Except as expressly excused in this Section 11, each party will continue to perform its respective obligations under this Agreement during a Force Majeure Event.
12. SECURITY / DATA PROTECTION
12.1 Without limiting AGR Software’s obligations as stated in Section 7 (Confidentiality), AGR Software shall be responsible for establishing and maintaining a commercially reasonable information security program that is designed to: (i) ensure the security and confidentiality of the Customer Content; (ii) protect against any anticipated threats or hazards to the security or integrity of the Customer Content; (iii) protect against unauthorized access to, or use of, the Customer Content; and (iv) ensure that all subcontractors of AGR Software, if any, comply with all of the foregoing. In no case shall the safeguards of AGR Softwareinformation security program be less stringent than the information security safeguards used by AGR Software to protect its own commercially sensitive data. Customer shall use commercially reasonable security and anti-virus measures when accessing and using the Software and to prevent unauthorized access to, or use of the Software, and notify AGR Software promptly of any such unauthorized access or use of which it becomes aware.
13.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
13.2 This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Agreement to a successor in the event of a sale of all, or substantially all, of its business or assets to which this Agreement relates.
13.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed or otherwise agreed to by each party, except as otherwise provided herein.
13.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever.
13.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
13.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
APPENDIX 1: AGR Software Subscriptions
Fees for the Subscriptions are based upon the number of Users and the applicable level of support and/or functionality of the Software, as set forth in the table below. In the event Customer does not reasonably comply with written specifications or instructions from AGR Software’s service engineers, regarding any support issue or request (including without limitation, failure to make backups of Customer Content or versions of Software) (each, a “Support Issue”), AGR Software may cease its support obligations to Customer with respect to such Support Issue upon fifteen (15) days written notice and Customer’s inability to cure such noncompliance within the notice period.
SUBSCRIPTIONS AND LEVELS OF SUPPORT
|Application||Level of Support|
|P1||AGR Software Standard Support (weekdays 8-16 CET time)|
|CT||AGR Software Standard Support (weekdays 8-16 CET time|
|EX||AGR Software Standard Support (weekdays 8-16 CET time|
APPENDIX 2: Software as a Service (SaaS) Offering
With respect to Customer’s purchase and/or use of the SaaS Software , the following additional terms shall apply.
Availability to the SaaS Software is guaranteed at 99% but if broken then AGR Software will incur no penalty.
AGR Software will architect and maintain an underlying cloud infrastructure with commercially reasonable resiliency for all data, compute, and network services.
AGR Software will maintain a commercially reasonable system of data backup process and technology to ensure that primary data sources remain recoverable in the event of various system failures.
MONITORING AND INCIDENT RESPONSE
AGR Software will employ a system of instrumentation and observation tools to ensure that system behavior which may limit use of the SaaS Software is detected and announced. AGR Software will also employ industry reasonable practices to maintain appropriate engineering personnel availability for the purposes of incident response(s).
UPDATES AND UPGRADES
AGR Software will update the SaaS Software as updates are available and when reasonably practical to implement said updates. Update timing and process will remain at AGR Software’s discretion.
SCHEDULED SYSTEM MAINTENANCE
AGR Software will occasionally perform scheduled system maintenance which requires limits to the use of part or all of the SaaS Software features, or significantly reduces features and functions during the scheduled system maintenance period. AGR Software will provide ten (2) business days notice for all scheduled system maintenance activities. AGR Software will take a proactive approach to minimizing the need for such maintenance and will limit scheduled system maintenance. Notwithstanding the foregoing, in the event of emergency or urgent issue which may negatively impact AGR Software customers, AGR Software has the right to carry out unscheduled maintenance to remedy such instance(s). For the avoidance of doubt, such unscheduled maintenance shall: (i) be limited to only those issues which may negatively impact customers; and (ii) will be carried out in such a manner to provide for the least amount of disruption to customers.