SOFTWARE AS A SERVICE AGREEMENT
Introduction
Thank you for using the OctopusBI Product.
This Agreement (as defined herein) describes the rights, responsibilities, and obligations for us and you.
This Agreement is between us (as defined below) and you, as referenced in the applicable and Order Form (as defined herein) and is effective upon commencement of the subscription period as specified in the Order Form.
You acknowledge that you have read and understood this Agreement and Data Processing Addendum annexed hereto and agree to be bound by all of their terms.
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1. 0 Definitions and Interpretation
1.1 In this Agreement unless the context otherwise requires:
Affiliate means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
Agreement means this Agreement, including without limitation the Order Form, which defines the terms and conditions of the license of the OctopusBI Product.
Authorized User means an individual who you permit to access and use the OctopusBI Product in accordance with the terms of this Agreement, such as individuals invited by you and individuals under managed accounts.
Claims means claims, demands, suits, actions, damages, liabilities, losses, penalties, costs and expenses, proceedings, including any attorney and court fees/expenses.
Confidential Information means any information of a confidential nature (whether provided verbally or by way of a document or other material in human or machine-readable form) which relates to OctopusBI or you and includes:
i. any information regarding the pricing or discounts offered to you by us.
ii. information regarding details of any Intellectual Property, including trademarks, patents, copyrighted materials, trade secrets, designs, drawings, know-how, plans, models, or computer software owned by or licensed to us;
iii. information which is marked as confidential by a party; or
iv. information which the recipient knows, or ought to know, is confidential but does not include information that is, or after the date of this Agreement becomes, freely available to the public (otherwise than as a result of a breach of this Agreement).
v. specifically, our Confidential Information includes any performance information relating to the OctopusBI Product and OctopusBI Software will be deemed our Confidential Information without any marking or further designation, the design, specification and content of the OctopusBI Product, including any source codes, our personnel information, operational and other policies, project documentation, proposals, or other development documentation, including any specification, or business strategies, and the terms of this Agreement, including the fees and information relating to our pricing.
Corporations Act means the Corporations Act 2001 (Cth)
Data Protection Laws means the GPRD, laws, regulations, and binding administrative rules worldwide regarding the protection of data and privacy of individuals, but not including any industry-specific or sector-specific laws, regulations, rules, or industry-standards, such as those related to healthcare, financial services, payment card, or government and public bodies
Data Breach means (a) any unauthorised access to, or unauthorised disclosure of, any OctopusBI Personal Information held by you; or (b) any OctopusBI Personal Information held by you is lost in circumstances where unauthorised access to, or unauthorised disclosure of, OctopusBI Personal Information is likely to occur.
Data Processing Addendum means the Data Processing Addendum as attached hereto as Annexure 1 (including its annexures and appendices).
Eligible Data Breach has the meaning given by Division 2 of Part IIIC of the Privacy Act.
Fees means the fees and charges set out in the Order Form or as amended in accordance with this Agreement from time to time.
GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and implementing legislation of European Union / EEA member states made pursuant thereto, as well as in respect of the United Kingdom the Data Protection Act 2018 and the GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018.