We guarantee that Azure DocKit Services will be available 99.95% of the time. No Service Level Agreement is provided for features that are still in Preview.
“Account” means an account enabling a User to access and use the Azure DocKit Services;
“Agreement” means this agreement including the and any Confirmation;
“Azure DocKit Services” means the Azure DocKit Services, as specified in the Azure DocKit Services Specifications;
“Azure DocKit Services Defect” means a defect, error or bug in the Platform having a material adverse effect on the operation, functionality or performance of the Azure DocKit Services, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Customer or any User using or accessing the Platform or the Azure DocKit Services;
(b) any use of the Platform or the Azure DocKit Services contrary to the Azure DocKit Services Specifications, whether by the Customer or by any User;
(c) a failure of the Customer to perform or observe any of its obligations in this Agreement; or
(d) an incompatibility between the Platform or Azure DocKit Services and any other system, network, application, program, hardware or software not specified as compatible in the Azure DocKit Services Specifications.
“Azure DocKit Services Specifications” means the latest version of the specifications, including any user guide or reference manual developed by ÜMAknow for the Platform and the Azure DocKit Services, as may be amended from time to time and made available at http://www.azuredockit.com/blog/ ;
“Business Day” means any weekday other than a statutory holiday in Montreal, Canada;
“Confirmation” means a confirmation notice issued electronically by ÜMAknow, or any other person on its behalf, to the Customer, confirming the subscription to the Services, the Term of the subscription, the number of Users allowed, the payment details and access credentials;
“Customer” means the person that subscribed to the Services as detailed in the Confirmation;
“Customer Confidential Information” means any information disclosed by or on behalf of the Customer to ÜMAknow at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as “confidential” or should have been reasonably understood by ÜMAknow to be confidential and the Customer Data;
“Effective Date” means the date of the subscription and payment to the Azure DocKit Services;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Maintenance Services” means the general maintenance of the Platform and Azure DocKit Services, and the application of Updates;
“Platform” means the platform managed by ÜMAknow and used by ÜMAknow to provide the Azure DocKit Services, including the application and database software for the Azure DocKit Services and the system and server software used to provide the Azure DocKit Services;
“Services” means the Azure DocKit Services, the Support Services and the Maintenance Services;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Azure DocKit Services, but shall not include the provision of training services;
“Term” means the length of time period specified in the Confirmation during which any User has the right to benefit from the Services;
“ÜMAknow” means ÜMAknow Solutions inc. a corporation duly organized under the laws of Canada with its principal place of business at 4349, Saint-Denis Street, Montreal, Quebec, Canada, H2J 2K9;
“Update” means a hotfix, patch or minor version update to any Platform software;
“User” means one, many, an unlimited number of users or an Azure subscription ID, as specified in the Confirmation and for which the Customer granted authorization to access the Platform and the Azure DocKit Services;
2.1. ÜMAknow shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and for the specific User.
2.2. ÜMAknow hereby grants to the Customer a worldwide, non-exclusive, non-transferable access to use the Azure DocKit Services for the internal business purposes of the Customer and for Customer’s clients during the Term.
2.3. The access granted by ÜMAknow to the Customer under Clause 2.2 is subject to the following limitations:
(a) the Azure DocKit Services may only be used by the officers and employees, of the Customer that have been authorized by the Customer; and
(b) the Azure DocKit Services must not be used at any point in time by more than the number of concurrent Users specified in the Confirmation, if any.
2.4. Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the access granted by ÜMAknow to the Customer under Clause 2.2 is subject to the following prohibitions:
(a) the Customer must not assign its right to access and use the Azure DocKit Services;
(b) the Customer must not permit any unauthorized person or User to access or use the Azure DocKit Services;
(c) the Customer must not use the Azure DocKit Services to provide services to third parties in a manner that can compete with ÜMAknow and Azure DocKit as a software provider;
(d) the Azure DocKit Services may be used by the Customer to provide accessory consulting services part of its consulting activities to its current or future clients but in no way shall be used as a specific service or as its main business service to its clients;
(e) the Customer must not make any alteration to the Platform; and
(f) the Customer shall not copy, reverse engineer, disassemble, decompile, translate, or try to modify the Azure DocKit Services or Platform.
2.5. The Customer will not receive, review, or otherwise use or have access to the source code for the Azure DocKit Services or Platform.
2.6. At no time shall the Customer or any User engage in any illegal, deceptive or unfair trade or other practice that may adversely affect the image or reputation of the Azure DocKit Services or ÜMAknow or make any false, misleading or disparaging statement or representation regarding the Azure DocKit Services or ÜMAknow. The Customer shall use only sound business methods and ethical trade practices in promoting, marketing and distributing the Report resulting from the use of the Azure DocKit
2.7. The Customer shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized User may gain access to the Azure DocKit Services using an Account.
2.8. ÜMAknow shall use reasonable endeavors to maintain the availability of the Azure DocKit Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Azure DocKit Services, but does not guarantee 100% availability.
2.9. In the event of any downtime, ÜMAknow will use reasonable commercial efforts in order to solve the issue and keep the Customer informed of the expected repair period.
2.10. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer’s computer systems or networks;
(d) any breach by the Customer or any User of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
2.11. The Customer or any User must not use the Azure DocKit Services in any way that causes, or may cause, damage to the Azure DocKit Services or Platform or impairment of the availability or accessibility of the Azure DocKit Services.
2.12. The Customer must not use the Azure DocKit Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
2.13. Customer may use the Azure DocKit trademark, service marks, logos, or slogans on any Report. Any other use of the trademark shall be authorized in writing by ÜMAknow. Customer shall not use the trademark in any unlawful manner or in any manner that tends directly or indirectly to lessen the value or goodwill thereof, is likely to confuse, mislead, or deceive the public, or to be adverse to the best interests of ÜMAknow.
2.14. The performance of the Azure DocKit Services may vary from computer to computer, and device to device, and may be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your Internet connection. The Customer is responsible for all Internet access charges, including download extra charges exceeding its internet package following the use of the Azure DocKit Services. Please check with your Internet provider for information on possible Internet data usage charges. ÜMAknow makes no representations or warranties about the quality and performance of the download speed and process time of the Azure DocKit Services as it will vary based on a number of factors, including the Customer location, available bandwidth at the time and the configuration of the computer of the Customer or User.
2.15 Service Credit is 1 month of free license if yearly uptime percentage is less than 99% and two months if yearly uptime percentage is less than 99.95%
