Software As a Service Agreement
This Software as a Service Agreement [“Agreement”] is executed by and between AnalyticVue Inc. [“AnalyticVue”] and [●] [“Customer”]. AnalyticVue and Customer agree that the following terms and conditions will apply to the SaaS Services provided under this Agreement.
- AnalyticVue with its principal place of business at 5734 Brendlynn Dr., Suwanee, GA 30024. AnalyticVue is inter alia in the business of developing and providing software solutions and analytical tools that allow enterprises/persons to effectively and efficiently manage their business;
- Customer is a [●] Corporation, with its principal place of business at [●];
- Customer is desirous of using AnalyticVue’s SaaS Services and Customer hereby agrees that all use of the Software and/or Documentation is subject to the terms stipulated in this Agreement;
- This Agreement refers to and incorporates by reference each of the attachments to this Agreement marked, respectively Exhibit “A” [Software and Price Schedule]; Exhibit “B” [Support and Maintenance Services]; and Exhibit “C” [Service Level Agreement].
- “Agreement” means and includes this Agreement and any and all schedules, annexures and Exhibits attached hereto or incorporated herein by reference and shall also include any modifications to this Agreement as may be mutually agreed in writing by both the Parties hereto;
- “Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by AnalyticVue;
- “AnalyticVue” means the cloud-based solution which is designed and developed to meet various analytics needs pertaining to the education imparted by various schools and/or colleges in the specified local school district in the Territory;
- “Customer Content” means all data and materials provided by Customer to AnalyticVue for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics;
- “Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by AnalyticVue to the Customer regarding the use or operation of the SaaS Services;
- “Host” means the computer equipment/servers on which the Software is installed, which is owned and operated by AnalyticVue or its subcontractors;
- “Maintenance Services” means the support and maintenance services provided by AnalyticVue to Customer pursuant to this SaaS Agreement and Exhibit – A;
- “Other Services” means all technical and non-technical services performed or delivered by AnalyticVue under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the Parties. All Other Services will be provided on a non-work for hire basis;
- “Party” means AnalyticVue or the Customer individually;
- “Parties” means AnalyticVue or the Customer collectively;
- “Schedule” is a written document attached to this SaaS Agreement under Exhibit A or executed separately by AnalyticVue and Customer for the purpose of purchasing SaaS Services under the terms and conditions of this SaaS Agreement;
- “Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions;
- “SaaS Services” or “Services” refer to the specific AnalyticVue’s internet-accessible service identified in a Schedule that provides use of AnalyticVue’s analytics Software that is hosted by AnalyticVue or its services provider and made available to the Customer over a network on a term-use basis;
- “Subscription Fee” means the sums detailed in “Exhibit – B” payable by the Customer to AnalyticVue during the Subscription Term;
- “Subscription Term” shall mean that period specified in a Schedule during which Customer will have on-line access and use of the Software through AnalyticVue’s SaaS Services. The Subscription Term shall renew for successive twelve  month periods unless either Party delivers written notice of non-renewal to the other Party at least thirty  calendar days prior to the expiration of the then-current Subscription Term;
- “Territory” means the local school districts located in the geographical area of [●], [●] State, United States of America;
- “USD” or “US$” means United States Dollars, the lawful currency of the United States of America;
- “User” means any individual who is a bonafide end user of the Software, including a dean, professor, teacher, employee or authorised representative of a university, college or school located in the Territory that has subscribed to the SaaS Services and that is current with all its Subscriptions Fees.
2. SAAS SERVICES
- Subject to timely payment of the Subscription Fee during the Subscription Term, Customer will receive a non-exclusive, non-assignable, limited right to access and use the SaaS Services in the Territory solely for its internal business operations subject to the terms of this Agreement and up to the number of subscriptions for usage of AnalyticVue’s documented in the Schedule.
- Customer acknowledges that this Agreement is a services agreement and AnalyticVue will not be delivering copies of the Software to Customer as part of the SaaS Services.
- Customer shall not, and shall not permit anyone to:
- copy or republish the SaaS Services or Software, or Documentation;
- make the SaaS Services available to any person other than authorized AnalyticVue Users,
- use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties,
- modify or create derivative works based upon the SaaS Services, Software or Documentation,
- remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the SaaS Services or in the Documentation,
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or
- access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, AnalyticVue shall own all right, title, privilege, benefits and interest in and to the Software, Services, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer irrevocably agrees to solely and exclusively assign all right, title, claim, privilege, benefits and interest it may have in the foregoing to AnalyticVue.
4. CUSTOMER RESPONSIBILITIES
- Assistance: Customer shall provide commercially reasonable information and assistance to AnalyticVue to enable AnalyticVue to deliver the SaaS Services. Upon request from AnalyticVue, Customer shall promptly deliver Customer Content to AnalyticVue in an electronic file format specified and accessible by AnalyticVue. Customer acknowledges that AnalyticVue’s ability to deliver the SaaS Services in the manner provided in this Agreement may depend upon the completeness, accuracy and timeliness of such information and assistance.
- Compliance with Laws: Customer shall comply with all applicable local, state, federal and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications and the transmission of technical or personal data. Customer acknowledges that AnalyticVue exercises no control over the content of the information transmitted by Customer or the Users through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the prior written permission of the respective owner of such rights.
- Unauthorized Use; False Information: Customer will:
- notify AnalyticVue immediately of any unauthorized use of any password or User id or any other known or suspected breach of security;
- report to AnalyticVue immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer or any User; and
- not provide false identity information to gain access to or use the SaaS Services.
- Administrator Access: Customer shall be solely responsible for the acts, omissions and commissions of its Administrator Users. AnalyticVue shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
- Customer Input: Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not:
- include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark, service mark, trade dress, label, logo or other intellectual property right of any third party; or
- contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer will:
- notify AnalyticVue immediately of any unauthorized use of any password or User id or any other known or suspected breach of security;
- report to AnalyticVue immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or suspected by Customer or any User; and
- not provide false identity information to gain access to or use the Services.
- License from Customer: Subject to the terms and conditions of this Agreement, Customer shall grant to AnalyticVue a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content as necessary to provide the SaaS Services to Customer.
- Ownership and Restrictions: Customer retains ownership and intellectual property rights in and to its Customer Content. AnalyticVue or its licensors retain all ownership and intellectual property rights to the Services, Software, Documentation, programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some AnalyticVue programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by AnalyticVue and not under this Agreement.
- Suggestions: AnalyticVue shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services.
5. ORDERS AND PAYMENT
- Orders: Customer shall order SaaS Services pursuant to Exhibit – A. All services acquired by Customer shall be governed exclusively by this Agreement and the applicable Exhibits. In the event of a conflict between the terms of an Exhibit and this Agreement, the terms of the Exhibit shall always take precedence.
- Invoicing and Payment: Unless otherwise provided in Exhibit – A, AnalyticVue shall invoice Customer for all Subscription Fees on the Schedule effective date. Customer shall pay all invoices within thirty  calendar days after Customer receives the invoice. Except as expressly provided otherwise, Subscription Fees are non-refundable. All Subscription Fees are stated in United States Dollars, and must be paid by Customer to AnalyticVue in United States Dollars.
- Expenses: Customer will reimburse AnalyticVue for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. AnalyticVue shall notify Customer prior to incurring any such expense. AnalyticVue shall comply with Customer’s travel and expense policy if made available to AnalyticVue in writing prior to the date of the required travel.
- Taxes: AnalyticVue shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes [VAT], or similar charges relating to Customer’s purchase and use of the Services. Customer shall not be liable for taxes based on AnalyticVue’s income.
6. TERM AND TERMINATION
- Term of this Agreement: The term of this Agreement shall begin on the Effective Date and shall continue until terminated by either Party as outlined in this Section.
- Termination: Either Party may terminate this Agreement immediately upon a material breach by the other Party that has not been cured within thirty  Business Days after receipt of the written notice of such breach.
- Suspension for Non-Payment: AnalyticVue reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any amounts due to AnalyticVue under this SaaS Agreement, but only after AnalyticVue notifies Customer of such failure and such failure continues for fifteen  calendar days thereafter. Suspension of the SaaS Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that AnalyticVue shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s non-payment.
- Suspension for Ongoing Harm: AnalyticVue reserves the right to suspend delivery of the SaaS Services if AnalyticVue reasonably concludes that Customer or an User’s use of the SaaS Services is causing immediate and ongoing harm to AnalyticVue or others. In the extraordinary case that AnalyticVue must suspend delivery of the SaaS Services, AnalyticVue shall immediately notify Customer of the suspension and the Parties shall diligently attempt to resolve the issue. AnalyticVue shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit AnalyticVue’s rights under Section 6.5 below.
- Effect of Termination:
- Upon termination of this SaaS Agreement or expiration of the Subscription Term, AnalyticVue shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.
- If AnalyticVue terminates this SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to AnalyticVue all amounts then due under this SaaS Agreement and to become due during the remaining term of this Agreement, but for such termination. If Customer terminates this Agreement due to a breach by AnalyticVue, then AnalyticVue shall immediately refund to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date.
- Upon termination of this Agreement and upon subsequent written request by the disclosing Party, the receiving Party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving Party may permit its legal counsel to retain one archival copy of such information in the event of any subsequent dispute between the Parties.
7. SERVICE LEVEL AGREEMENT
- The Service Level Agreement [“SLA”] for the SaaS Services is set forth in Exhibit – C hereto. The SLA sets forth Customer’s sole remedies for availability or quality of the SaaS Services including any failure to meet any bench marks set forth in the SLA.
- Warranty: AnalyticVue represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any beach of a warranty, Customer’s exclusive remedy shall be as provided in Section 6, pertaining to Term and Termination.
- ANALYTICVUE WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. ANALYTICVUE DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT ANALYTICVUE WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT ANALYTICVUE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION 8.2 SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY ANALYTICVUE [EXPRESS OR IMPLIED] WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER ANALYTICVUE NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SAAS SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL ANALYTICVUE OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.
9. LIMITATIONS OF LIABILITY
- Neither Party [nor any licensor or other supplier of AnalyticVue] shall be liable for indirect, incidental, special or consequential damages, including, without limitation, damages for lost business, profits, data or use of any service, incurred by either Party or any third party in connection with this Agreement, regardless of the nature of the claim [including negligence], even if foreseeable or the other Party has been advised of the possibility of such damages. Neither Party’s aggregate liability for damages under this Agreement, regardless of the nature of the claim [including negligence], shall exceed the Subscription Fees paid by Customer under this Agreement during the twelve  months preceding the date the claim arose. The foregoing limitations shall not apply to the Parties’ obligations [or any breach thereof under Sections entitled “Restriction” [Section 3], “Indemnification” [Section 10], or “Confidentiality” [Section 11].
- Indemnification by AnalyticVue: If a third party makes a claim against the Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that AnalyticVue’s negligence or wilful misconduct has caused bodily injury or death, AnalyticVue shall defend Customer and its directors, officers and employees against the claim at AnalyticVue’s expense and AnalyticVue shall pay all losses, damages and expenses [including reasonable attorneys’ fees] finally awarded against such parties or agreed to in a written settlement agreement signed by AnalyticVue, to the extent arising from the claim. AnalyticVue shall have no liability for any claim based on:
- the Customer Content, or
- modification of the SaaS Services not authorized by AnalyticVue, or
- use of the SaaS Services other than in accordance with the Documentation and this Agreement. AnalyticVue may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and refund to Customer any advance amount paid by Customer with respect to the unexpired portion of the Subscription Term following the termination date.
- Indemnification by Customer: If a third party makes a claim against AnalyticVue that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend AnalyticVue and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses [including reasonable attorneys’ fees] finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.
- Conditions for Indemnification: A Party seeking indemnification under this section shall
- promptly notify the other Party of the claim,
- give the other Party sole control of the defence and settlement of the claim, and
- provide, at the other Party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other Party in the defence and settlement of the claim.
- Confidential Information means any information disclosed by a Party to the other Party, directly or indirectly, which,
- if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,”
- if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving Party to be “confidential” or “proprietary” within thirty  Business Days of such disclosure,
- is specifically deemed to be confidential by the terms of this Agreement, or
- reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of Customer. The Software, methodology, processes and Documentation are deemed Confidential Information of AnalyticVue.
- Confidentiality: During the term of this Agreement and for five  years thereafter [perpetually in the case of Software and Documentation], each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each Party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other Party. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other Party’s Confidential Information and which are provided to the party hereunder. Each Party may disclose Confidential Information of the other Party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving Party.
- Exceptions: Confidential Information excludes information that:
- is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party,
- is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or
- is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure so as to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each Party may disclose the existence of this Agreement and the relationship of the Parties, but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, attorneys, bankers and investors.
12. GENERAL PROVISIONS
- Arbitration: If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or performance or non-performance or alleged breach of any provision of this Agreement, the dispute shall be finally resolved by binding arbitration in accordance with the Singapore International Arbitration Centre [“SIAC”] in accordance with the Arbitration Rules of the Singapore International Arbitration Centre [“SIAC Rules”] which Rules are deemed to be incorporated by reference into this clause. The Seller and the Company, on the one hand, and the Purchasers, on the other hand, shall appoint one  arbitrator each and the two  arbitrators so appointed shall together appoint the third arbitrator within thirty  Business Days of the selection of the initial two  arbitrators.
- The arbitration proceedings will be in the English language and the seat of arbitration will be at Singapore. This Agreement and the rights and obligations of the Parties contained in this Agreement shall remain in full force and effect pending issuance of the award in such arbitration proceedings, which award, if appropriate, shall determine whether and when any termination shall become effective.
- Assignment: Neither Party may assign this Agreement or any right under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided however, that either Party may assign this Agreement to an acquirer of all or substantially all of the business of such Party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assigns. Either Party may employ sub-contractors in performing its duties under this Agreement, provided, however, that such Party shall not be relieved of any obligation under this Agreement.
- Compliance with Laws: AnalyticVue shall comply with all applicable local, state, federal and foreign laws in connection with its use delivery of the SaaS Services, including those laws related to data privacy, international communications and the transmission of technical or personal data. Similarly, Customer will comply with all applicable local, state, federal and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications and the transmission of technical or personal data.
- Dispute Resolution: Customer’s satisfaction is an important objective to AnalyticVue in performing its obligations under this Agreement. Except with respect to intellectual property rights, if a dispute arises between the Parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the Parties agree to hold a meeting within fifteen  Business Days of written request by either Party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within fifteen  Business Days after such meeting, the Parties have not succeeded in resolving the dispute, either Party may protect its interests by any lawful means available to it.
- Entire SaaS Agreement: This Agreement [including all Exhibits] contains the entire agreement of the Parties and supersedes all previous oral and written communications by the Parties, concerning the subject matter of this Agreement. This Agreement may be amended solely in writing signed by both Parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the Party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
- Export Regulations: Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services [including technical data] and any Services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from the Services [or direct product thereof] will be exported, directly or indirectly, in violation of these laws.
- Force Majeure: Each Party will be excused from performance for any period during which, and to the extent that, such Party or any subcontractor is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
- Governing Law: This Agreement shall be governed by the laws of the State of Georgia/Singapore, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
- Independent Contractor: The Parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the Parties will be deemed to place the Parties in any other relationship. Except as provided in this Agreement, neither Party shall be responsible for the acts or omissions of the other Party or the other Party’s personnel.
- Non-Exclusive Service: Customer acknowledges that the SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict AnalyticVue’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other Parties.
- No Third-Party Beneficiaries: This Agreement is an agreement between the Parties, and confers no rights upon either Party’s employees, agents, contractors, partners of customers or upon any other person or entity.
- Notices: Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given
- five  Business days after mailing if sent by registered or certified Registered mail, or
- when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this Section, or
- when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other Party at the address set forth on the cover page of this Agreement,
- one  Business Day after e-mailing to the e-mail ids mentioned below and receiving of read receipt.
- Personal Data: Customer hereby acknowledges and agrees that AnalyticVue’s performance of this Agreement may require AnalyticVue to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to AnalyticVue, Customer agrees that AnalyticVue and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling AnalyticVue to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to AnalyticVue, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws that regulate the processing of Personal Data and special categories of data as such terms are defined therein. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Software and SaaS Services. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by AnalyticVue under this Agreement, including that such processing according to Customer’s instructions will not place AnalyticVue in breach of applicable data protection laws. Prior to processing, Customer will inform AnalyticVue about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that the SaaS Services meets such restrictions or special requirements. AnalyticVue to process any Personal Data that meets the requirements set forth in this Section.
- Publicity: AnalyticVue may include Customer’s name and logo in its customer lists and on its website. Upon signing, AnalyticVue may issue a high-level press release announcing the relationship and the manner in which Customer will use the SaaS Services. AnalyticVue shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
- Severability: If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.
- Survival: Sections 3, 6, and 8 through 12 [both inclusive] of this Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.
- Statistical Information: AnalyticVue may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS Services, provided that such information does not identify Customer’s data or include Customer’s name.
- Signatures: This Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission [including via pdf] will be effective as delivery of a manually executed counterpart.
- Waiver: No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either Party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.
EXHIBIT – A: Software & Price Schedule EXHIBIT – B: Support and Maintenance Services EXHIBIT – C: Service Level Agreement