APPLICATION TERMS AND CONDITIONS (“T&C”)
Here are the terms and conditions
for our applications FREELUCY, Designer & UPM-X.
ins-pi GmbH ("Supplier") only provides a License of use of the applications Designer, UPM-X, and/or FREELUCY (collectively "App”) to its customers on the condition that customers accept all of the terms contained in this T&C Agreement and any applicable Statement of Work. Certain terms not applicable to FREELUCY will be identified below.
This T&C Agreement (“Agreement”) is entered into by and between Supplier and Customer including its Affiliates (“Customer”) and Customer’s Suppliers. Supplier and Customer are each a “Party” and collectively the “Parties” to this Agreement.
ANY CHANGES TO THESE STANDARD T&C MAY CAUSE A PRICE INCREASE.
For the purposes of the Agreement, the capitalized terms below shall have the following meanings:
“Affiliate” of a Party shall mean an entity:
- which is directly controlling such Party;
- which is under the same direct ownership or control as such Party; or
- which is directly owned or controlled by such Party.
For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty-one percent (51%) or more of votes in such entity, is able to direct its affairs and/or to control the composition of its boards of directors or equivalent body.
“Agreement” shall mean these Application Terms and Conditions in addition to any Statement of Work (SOW) that may be entered into by the Parties for consulting and other services rendered by Supplier.
“App License” refers to the License provided by Supplier for the subscribed to App allowing Customer the right to
- install the Supplier Applications on a single authorized production instance of the ServiceNow Platform;
- install the Supplier Applications on any number of non-production instances associated with the ServiceNow production instance;
- to receive full product features, updates, support, and online documentation within the subscription Term; and
- access the Applications through an Embedded Platform Runtime User License to perform read, create, write, update, and delete data required for each end-user. No EPRL is required for an App Subscription for FREELUCY.
No license under this agreement includes any ServiceNow Platform licenses. Any needed ServiceNow Platform licenses need to be purchased separately from ServiceNow.
“Application” or “App” shall mean the software application(s) offered by Supplier under the names
- UPM-X, and/or
These Applications are solely intended and licensed for use on the ServiceNow Platform, provided by ServiceNow. The applications are installed as “plugins” from the ServiceNow store on the ServiceNow Platform and cannot run standalone. ServiceNow is not responsible for (and will have no liability to the customer in connection with) the App or this agreement.
“Contractor” shall mean any subcontractor(s), supplier(s), licensor(s), contract manufacturer(s) or contractor(s) of any Party and its Affiliates.
“Customer” shall mean any person, company, corporation, or other entity, who obtains or intends to obtain a Subscription and License to use any of the Applications and/or Service(s).
“Documentation” shall mean any and all technical documentation, user manuals, and other materials regarding the Applications located solely online as set out in § 7 below.
“Editor” refers to a named user of the Designer or UPM-X application to create, update, write, and delete content. An EPRL is required for each Editor and includes Reader access.
“Embedded Platform Runtime User License” or “EPRL” refers to the ServiceNow Embedded Platform Runtime User licenses required by each named End User to access the Designer or UPM-X Applications. The EPRL provides the rights through the Applications to use ServiceNow core platform functionalities e.g., reporting, workflow, etc. Each End User requires a single EPRL per Application.
“End User” refers to the EPRL Editors and/or EPRL Readers that will utilize the App on the ServiceNow Platform.
“Entitlement” means the technical assignment of Customer’s purchased App licenses to its ServiceNow instances. After receiving the Customer Purchase Order, Supplier will inform ServiceNow to entitle the licenses on Customer instances. Supplier has no influence or responsibility for the entitlement process.
“License” refer to App License.
“Purchase Order” or “PO” shall mean a document issued by Customer in an electronic format containing the unique purchase order number, and in which Customer requests Supplier to deliver Applications and/or Services under the terms and conditions of this Agreement or a Statement of Work and such Applications and/or Services are itemized with the corresponding price, ordered quantity, item identification, and time schedule. A PO is not binding on Supplier unless incorporated into an executed Agreement.
“Reader” refers to a named End User of the Designer or UPM-X application able to read content e.g. form and list views, diagrams, reports, and dashboards.
“ServiceNow” refers to ServiceNow, Inc.
“ServiceNow Platform” shall mean ServiceNow® hosted software and services.
“Subscription” refers to Customer’s right to have access to the App and related Services identified herein, and in any SOW, upon acceptance of these T&Cs and payment of the Subscription Fees and any other Fees identified in an SOW for the Term of the Subscription and any renewal terms.
“Statement of Work” or “SOW” is a document negotiated by the parties setting out the terms and conditions regarding services to be provided by Supplier to Customer related to Customer’s App Subscription and App License (Professional Services) and as may be set out in a relevant PO.
“Supplier” refers to ins-pi GmbH and its Affiliates.
§ 1 OWNERSHIP
§ 2 SUBSCRIPTION
§ 3 RESTRICTIONS ON USE
- modify, adapt, alter, translate, or create derivative works of the App, except that Customer may configure and customize the App solely to the extent that it is possible to do so using the features and functionalities of the ServiceNow Platform in their ordinary and intended manner;
- merge or otherwise integrate the App with external components or other software i.e. making App part of another application, except for components of the ServiceNow Platform e.g. REST API;
- sub-license, lease, rent, loan, assign or otherwise transfer the App or any license hereunder to any third-party;
- host, upload, use or access the App via a time sharing, service bureau, virtualization, hosting or other remote access arrangement, except for Customers authorized instance(s) of the ServiceNow Platform as hosted by ServiceNow or a Managed Service Provider (“MSP”);
- reverse engineer, decompile or disassemble the App or otherwise attempt to derive the source code of the App except and only to the limited extent that Supplier provides such source code or that such activities are expressly permitted by applicable law notwithstanding this limitation;
- remove, alter, or obscure any confidentiality or proprietary notices (including copyright or trademark notices) of Supplier or its suppliers on, in or displayed by the App; (g) reproduce or use the App except as expressly authorized under Section 2 and for backup purposes (without limiting the foregoing, Customer may not use the App apart from the ServiceNow Platform); or
- circumvent, or provide or use a program intended to circumvent, technological measures provided by Supplier to control access to or use of the App.
§ 4 APPLICATION SCOPE
- Supplier does not host or provide a platform as part of this agreement.
- The App requires a separate ServiceNow platform subscription.
- The applications are installed as “plugins” from the ServiceNow store on the ServiceNow Platform and cannot run standalone.
- The Supplier Apps are certified by ServiceNow and running fully under the security umbrella of ServiceNow.
- Each App release, including Hot Fixes and Patches, are certified by ServiceNow, and are exclusively distributed through the ServiceNow Appstore.
- The App is inheriting all platform features and security.
- Supplier is not responsible for Customer’s ServiceNow instance.
- Supplier has no access to Customer’s instance(s) or data unless Customer grants access to Supplier.
- App does not provide features allowing Supplier access to Customer’s instance or data.
- App does not store or send information to Supplier.
- Supplier does not host, store, or manage any personal data as part of the App.
- App is not business critical.
§ 5 TECHNICAL SUPPORT
Support Hours of Operation:
Support Days of Operation:
Promised Issue Response Time:
Promised Call Resolution Time:
Monday - Friday
During the next business day
Within 5-10 business days of response
ins-pi Service Desk
OBTAINING TECHNICAL SUPPORT ("LOGGING A CASE")
- App user finds an Application-related problem and reports it to Customer’s 1st and 2nd level support.
- Customer’s 2nd level contact takes ownership of the problem and attempts to find a timely solution, identifies the nature of the problem, including eliminating customer network, ServiceNow platform and non-Supplier application, plugins and configurations outside of the application scope as a possible problem cause.
- Customer’s 2nd level contact reproduces the error if possible and documents the steps needed to do so.
- Customer’s 2nd level contact is unable to resolve the problem, contact activates technical support by logging a case, using one of the Supplier Contact procedures described above to provide the Application Handle, events that led up to the problem, the problem description, and your assessment of the business impact of the problem.
- Customer’s 2nd level contact describes to the Supplier the parameters, procedures, and conditions resulting from the problem in sufficient detail to permit the Supplier to isolate the cause of the problem and commits appropriate resources to help isolating the problem.
- Customer’s 2nd level contact provides the Supplier with all data files, configuration and system access and sufficient rights, together with remote access, reasonably believed necessary by the Supplier to reproduce and analyze the problem. If the problem cannot be reproduced, no further action will be taken by Supplier.
- Excessive delay in testing or deploying a proposed solution due to Customer or Customer’s resource constraints.
- Customer delay in supplying sufficient information to commence or continue problem resolution.
- Not being able to remotely access Customer’s System to resolve a problem.
- If with Customer’s agreement, a fix is deferred to a later patch Release; or a temporary fix is in place, the time to deliver the permanent fix is not included.
- Customer’s mishandling, abuse, misuse, or use of the App other than in accordance with Supplier’s operating instructions;
- use of the App with other software or ServiceNow releases that was not expressly specified in writing by Supplier as suited for use with the App;
- changes to Customer’s environment, in which the App was provided;
- actions or omissions of persons other than Supplier;
- repair of App by someone other than Supplier;
- failure to implement all App Updates, App Releases, and other new upgrades and configuration changes of the App made available to Customer (for the avoidance of doubt, Supplier is not obligated to make available any minimum number of such Updates or Releases); or
- Force Majeure conditions.
- the App has been modified by someone other than Supplier, unless such modifications were directed or approved by Supplier in writing and made in strict conformance with all specifications and instructions provided by Supplier in such writing;
- the App was modified by Supplier in accordance with Customer’s request, specifications, or instructions; or third-party products.
- most recent (Major or Minor) App Release and
- supported App Releases published on the App Roadmap, only when used with Supplier specified configurations and Supplier recommended ServiceNow releases and internet browser versions.
§ 6 DOCUMENTATION
§ 7 APP LICENSE
- install and run the Application on a single authorized production instance of the ServiceNow Platform;
- install and run the Application on any number of non-production instances associated with the ServiceNow production instance;
- to receive full product features, updates, support, and online documentation within the subscription Term; and
- access the Application through an Embedded Platform Runtime User License to perform read, create, write, update, and delete data required for each end-user. No EPRL is required for an App Subscription for FREELUCY.
§ 8 DEPENDENCIES
§ 9 FEES AND PAYMENT
§ 10 WARRANTY, INDEMNITY AND DISCLAIMER OF WARRANTY
- the App and Supplier developed App components—excluding third-party libraries e.g. Angular, React, D3.js or similar—will perform in accordance with the App Documentation and the ServiceNow certification results alongside the ServiceNow Platform;
- the App does not contain anything or device (including any software, code, file, program, worm, Trojan horse, virus, or other similar things) which may
- prevent, impair or otherwise adversely affect the operation of any of Customer’s computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; or
- prevent, impair or otherwise adversely affect access to or the operation of any program or data (whether by re-arranging, altering or erasing the program or data in whole or in part or otherwise);
- use of the App by Customer in accordance with this Agreement will not adversely affect the performance of the ServiceNow Platform; and
- the provision and use of the App in accordance with this Agreement will not infringe or contribute to the infringement of any third-party intellectual property rights. The Supplier agrees to indemnify Customer and hold Customer harmless against any loss, liability, damage, cost, or expense, including reasonable legal fees, arising from any claim that the provision and use of the App in accordance with this Agreement infringes the intellectual property rights of a third party.
§ 11 LIMITATION OF LIABILITY
§ 12 TERM AND TERMINATION
- fail to pay any portion of the subscription fees when due and fails to cure such non-payment within thirty (30) days after receipt of notice of same; or
- otherwise breaches any provision of this Agreement and fails to remedy such breach within 30 days after receipt by Customer of written notice from Supplier.