SaaS Agreement

These terms apply to all Salmon SaaS users as of September 16, 2017.

1. Definitions

In this Agreement the following terms, when starting with a capital letter, have the meanings shown:
- Customer means the party who is granted the rights to use the SaaS.
- Supplier means the party who grants the rights hereunder to the Customer.

2. Background

(A) The Supplier has developed or is licensed to provide certain software applications and platforms which it makes available to subscribers via the Internet on a pay-per-use basis.
(B) The Customer wishes to use the Supplier's service in its business operations.
(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service, subject to the terms and conditions of this Agreement.

3. Precedence

This Agreement extends the Terms of Sale. Any provision in this Agreement is construed 'as in the Terms of Sale' plus 'as per this Agreement'. In case of conflicts between provisions, the terms in this Agreement have precedence over the Terms of Sale, with regards only to such provisions and only for the purpose of this Agreement.

4. Access to service

During the Term, and subject to the terms and conditions of this Agreement, Supplier will use commercially reasonable efforts to provide Customer with access to the service.
Customer will keep confidential any credentials (ie: username, password) to access the service and be fully responsible for any liabilities that may arise from accessing the service using his credentials.
Customer will provide and maintain accurate, current, and complete information in relation to any account related to the service.

5. Restrictions

Customer will not,
- sell, resell, sublicense, lease, rent, hire, loan or transfer the SaaS access rights nor redistribute it to any third party.
- remove, obscure or modify copyright notices, disclaimers, means of identification or other text appearing in or generated by the software and technologies in relation with the SaaS.
- alter, adapt, modify, disassemble, decompile, reverse engineer or create any derivative works of the software and technologies in relation with the SaaS except as otherwise permitted in this Agreement or by law.
- work around any technical limitations set in place by Supplier, alone or in conjunction with any device, program, or service, to circumvent technical measures employed to control access to, or the rights in, a content, file, or other work in relation with the SaaS.
- use the SaaS to infringe the rights of Supplier or any third party, or in any way that does not comply with all applicable laws, nor in connection with the development or transmission of any virus, worms or malicious code.
- use the SaaS in any way that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of Supplier or any third party.
- use the SaaS in a manner that cause a real or perceived risk of harm or loss to Supplier or any third party.

6. Updates

Customer acknowledges that
- Supplier may update or modify any component of the service at any time and in its sole discretion without prior notice to the Customer.
- while supplier makes reasonable efforts to update SaaS related computer code in a cross-compatible approach, it is always possible, especially depending on the particularity of Customer application code, files and data, that it will adversely affect Customer operations.
- Supplier will provide support to Customer on how to adapt his application as to be compatible with updates, whenever Customer inform the Supplier of any update related disruption.
- Supplier will not be liable for any update related disruption.

7. Data Usage and Transfer

Customer acknowledges and agrees that Supplier will not assume any responsibility or liability for, or undertake to verify, the accuracy, completeness, or legality of any Customer Data. Customer bears such responsibility and liability in full.
Supplier shall have no obligation to protect, backup, store, delete, modify or return any Customer Data.
Irrespective of which country Customer is based in, Customer authorizes Supplier to use its information in, and as a result to transfer it to and store it in, the US and any other country where Supplier, or any third-party service providers acting on its behalf, operates. Privacy and data protection laws in some of these countries may vary from the laws in the country where Customer is based.

8. Customer systems

Customer is solely responsible for all costs of systems and services, including Internet connection and any hardware, necessary to access and use the SaaS.

9. Suspension, discontinuance

Supplier reserves the right to discontinue or suspend (permanently or temporarily) the service or any features or portions thereof without prior notice. Supplier will not be liable for any suspension or discontinuance of service or any part thereof.
Not excluding other reasons, Supplier may suspend any service if Customer has any outstanding invoice which is not fully paid or is in breach, violation, under scrutiny, verification, of any agreement with Supplier.

10. Usage monitoring

Supplier may collect information on relation with the usage of the SaaS in order to improve and secure service. Customer hereby authorize such information collection and will promptly comply with any request from Supplier in relation with such monitoring or its output.

11. Rights

This Agreement does not assign or transfer to the Customer any right, title or interest to the Intellectual Property Rights in relation with the SaaS except for the right to use the SaaS in accordance with the terms and conditions of this Agreement.

12. Term

This Agreement shall commence on the date it is accepted by both parties and remain valid for the period the Customer has paid for service, subject to termination in accordance with clause 14 of this Agreement. In case service was provided for free, term is left to Supplier entire discretion.

13. Support

Because Supplier may not maintain a physical office, the notion of business hours may not be applied. However, Supplier will provide 24/24H, 7 days a week email support and promptly address any request from Customer in relation with the Agreement. Whenever possible, this support will be provided during US business hours, or other time zone business hours as to assist the Customer.

14. Termination

Supplier may terminate service if Customer is in breach of any material term, condition or provision of this Agreement and any related agreement or of any material provision required by law.
All rights and obligations of the parties under this Agreement will automatically cease upon termination except for such rights of action that have accrued prior to termination and any rights or obligations under this Agreement or at law, which expressly or by implication come into or continue in force on or after termination.

15. Authorized users

Authorized Users means any person authorized by the Customer to have controlled access to the Customer SaaS access. All liabilities resulting from Authorized Users use of the SaaS bears to the Customer as if it was the Customer itself accessing the SaaS.

16. Force Majeure

Except for the obligation to make payments properly due, neither party will be liable for delay or failure to perform obligations caused by circumstances beyond its reasonable control, provided that the affected party promptly gives the other written notice of such delay or failure and circumstances and that the affected party uses reasonable endeavours to mitigate the delay or failure.

17. Payment

Payment is due in advance for the Term of the Agreement. Unless the Agreement is renewed for another period and relevant payment received by Supplier, Supplier may suspend or terminate the Customer access to service without prior notice as soon as the Term ends. In case payment is canceled or rejected, Supplier may suspend or terminate service immediately.

18. Liability

Without prejudice to the bellow, the Supplier’s aggregate liability to the Customer for direct loss or damage, whether arising in contract, law or tort, shall not exceed 110% of the fees payable under this Agreement.
The Supplier shall have no liability to the Customer for any indirect, special or consequential loss or damage, loss of profits, business, revenue or goodwill whether arising in contract, law or tort.
The Supplier makes no representation express or implied with regard to the fitness of the SaaS for any particular purpose.

19. Waiver

Failure by either party to enforce any of the provisions of this Agreement will not represent a waiver of such rights and will not affect the validity of this Agreement nor affect that party's rights to take subsequent action.

20. Amendments and revisions

This Agreement is subject to Supplier's updates as per Terms of Sale.
Continuing to use or access the SaaS after the effective date constitute Customer acceptance of the latest revision of this Agreement and any related agreement.
Should Customer object to this Agreement updates, Customer sole recourse shall be to cease using the services, in which case Supplier will, at Supplier sole discretion, either agree to pursue under the current terms or offer Customer a prorated refund based on the amounts Customer have prepaid for the services and Customer services termination date.
Other than above, this Agreement may only be amended by the mutual written agreement of the parties.

21. Severability

If any competent authority finds any part of this Agreement to be invalid, unlawful or unenforceable, this Agreement will be deemed to be amended to the extent required to remove the competent authority’s finding but so as to allow the rest of this Agreement to remain valid and unaffected to the fullest possible extent.

22. Governing law

This Agreement is governed by the laws of the USA.