1.1 :- Facere Technologies Pvt Ltd (henceforth referred as "Company") provides its Service(s) (as defined below) to you and the company or other legal entity you represent (collectively "Customer"), subject to this FTpass Services Agreement ("Agreement"). By accepting this Agreement or by accessing or using the Services, you acknowledge that you have read, understood, and agreed to be bound by this Agreement, and you represent and warrant that you have the authority to bind the company or other legal entity you represent to this Agreement. If you do not have such authority, or if Customer does not agree to all of the terms of this Agreement, you must not accept this Agreement and may not use the Services. If Customer registers for a free trial or PoC for our Services, this Agreement will also govern that free trial or PoC. The "Service(s)" mean (a) Company’s FTpass Visitor Management Application and related website and technologies, and (b) any software, data, reports, materials or content ("Software") made available in connection with any of the foregoing. Any new features added to or augmenting the Service are also subject to this Agreement.
1.2 :- Company may change this Agreement from time to time. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the date these terms were last revised. We will also notify Customer, either through the Service user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Customer’s continued use of the Services after the date any such changes become effective constitutes Customer’s acceptance of the new Agreement.
2. FTpass Services
2.1 :- Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer, the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Subject to the terms hereof, Company will endeavor to provide Customer with reasonable support services and implementations assistance, through electronic mail or another reasonable mechanism, in accordance with Company’s standard practice.
2.2 :- Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software or Services; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party (unless expressly permitted by Company); or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on a Customer premises device, Company hereby grants Customer a non-exclusive, non-transferable, non-sub licensable license to use such Software solely as embedded on such device only in connection with the Services during the agreed Term.
2.3 :- Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations (including policies and laws related to spam, privacy, consumer and child protection and the like). Without limiting the foregoing, to the extent Customer collects, processes, uses or discloses any personal or other information regarding individuals in connection with the Services, Customer hereby represents and warrants that it has and will have all necessary permissions and consents to do so. Customer shall indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.
2.4 :- Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to access or use the Services, including, without limitation, iPads, Tablets, Smartphones, internet access services, related equipment and the like (collectively, "Equipment") unless provision of such Equipment is specifically included in the Service Order. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords and files.
2.5 :- For every email sent in connection with the Services, Customer acknowledges and agrees that the Services may add a source identifier for the Service (e.g., a small logo, a "powered by" tag line or the like). Unless expressly prohibited in writing or electronically, Customer agrees that Company can use Customer’s brand identity, organization or company name and mention customer’s usage of this Service in sales sheets, presentations, websites, press releases, interviews, promotional materials and other self-promotional channels.
3. Customer Obligations
The Services are to be accessed by Customer and its designated Users only, and only for Customer’s internal business purposes, not for resale or unauthorized distribution to any third party. Customer shall: (i) be solely responsible for the content of all visual, written or audible communications of its Users’ accounts; (ii) not use the Services to send unsolicited mass mailings outside such Customer’s organization; (iii) comply with Customer’s data privacy policy and security rules in using the Services; (iv) not use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; and (v) not disturb the normal operating procedures of a computer by uploading or transmitting any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs. Although Company and its third party suppliers and partners are not responsible for any such communications, Company and its third party suppliers and partners may delete any such communications of which Company or its third party suppliers or partners become aware of, at any time without notice.
4. Payment of Fees
4.1 :- Customer shall pay to the Company the fees specified in a Service Order entered into between Customer and the Company. Company reserves the right to unilaterally determine and modify its pricing for its Services without any prior notice to Customer. Where a Service Order is in effect, the pricing for the Services shall remain as agreed for the term specified in such Service Order.
4.2 :- Customer hereby authorizes Company to bill Customer’s payment instrument in advance on a periodic basis in accordance with the terms described in the Service Order, and Customer further agrees to pay any charges so incurred. Customer shall be responsible for all taxes associated with Services other than the taxes based on Company’s net income.
5. Termination
5.1 :- Subject to earlier termination as provided herein, this Agreement is for the initial Services term as specified in the Service Order. Either party may terminate this Agreement or the applicable Service Order upon thirty (30) days’ prior written notice (or without notice in the case of non-payment) if the other party is in material breach of this Agreement or any Service Order and the breaching party fails to remedy the breach within the 30-day notice period. Any written notice must specify in reasonable detail the nature of the alleged material breach.
5.2 :- Upon Customer’s request made within 30 days after the effective date of termination or expiration of this Agreement, Company will make Customer Data available for export or download. After that 30-day period, Company will have no obligation to maintain or provide Customer Data, and will thereafter delete or destroy all copies of Customer Data in its possession or control, unless legally prohibited.
5.3 :- Upon the expiration or termination of a Service Order: (a) Customer will cease using the Services under such Service Order and the Company will be relieved from any further obligation to provide the Services under such Service Order; and (b) within thirty (30) days of termination or expiration, the Company, at Customer’s expense, will return or destroy any and all Customer Data to Customer. Notwithstanding anything to the contrary herein, if Customer terminates this Agreement and/or a Service Order, then Customer shall be relieved of all payment obligations, namely future monthly payments for the delivery of Services under such Service Order except for those Services delivered prior to the date of termination.
5.4 :- The following Sections will survive any termination or expiration of this Agreement: (FTpass Services) 2.2, 2.3, 4 (Payment of fees), 5 (Termination), 6 (Confidentiality), 7 (Data Rights), 9 (Warranties), (Privacy Policy), (Copyrights) 11 (Limitation of Liability), and 13 (Miscellaneous).
6. Confidentiality
6.1 :- Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business ("Confidential Information"). Proprietary Information of Customer includes data and information regarding visitors to Customer’s premises that is collected and stored using the Service ("Customer Data"). Proprietary Information of Company includes any technical or non-technical non-public information regarding the past, current or proposed operations, products, technology, features, functionality and performance of the Services and any Software. The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information, and (b) not to use (except as expressly permitted herein) or divulge to any third person any such Proprietary Information.
6.2 :- The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without fault of the Receiving Party, (b) was in its possession or known by it, prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed or obtained without use of any Proprietary Information of the Disclosing Party or (e) is required by law to be disclosed.
6.3 :- Notwithstanding the foregoing, Company shall have the right to collect and analyse data and other information relating to the use and performance of the Services and related technologies, and Company will be free to use such information to improve the Services and disclose it solely in aggregate or de-identified forms in connection with its business.
7. Data Rights
7.1 :- Non-Personally Identifiable Data License and Restrictions. Non-Personally Identifiable Data License and Restrictions. Subject to the terms and conditions of this Agreement, Customer agrees to and hereby grants to Company a non-exclusive, worldwide, royalty-free, fully paid-up, sublicenseable license to use, reproduce, copy, modify, make derivative works of, distribute, and otherwise exploit Non-Personally Identifiable Data solely for the purposes of (i) providing the Services to Customer; and (ii) developing, enhancing and supporting the Services.
7.2 :- Customer will retain all rights to the visit logs and employee information uploaded or created by Customer on or through the Services ("Customer Content"). By submitting, posting or displaying Customer Data and/or Customer Content on or through the Services which are intended to be made available to Users. Customer grants Company a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Customer Data and/or Customer Content solely in conjunction with the Services for the purpose of performing Company obligations under this Agreement. Customer represents and warrants that it has all rights, power and authority necessary to grant the rights granted herein to any such Customer Data and/or Customer Content.
8. Privacy Policy
Please review our Privacy Policy, which governs the use of personal information on the Site and in connection with the Service, and to which Subscriber agrees to be bound as a condition of this Agreement and use of the Site and Service.
9. Copyrights and Limited Right to Use
This Site (Service/Mobile Solution/Web Portals) is owned and operated by Facere Technologies Pvt Ltd. Unless otherwise specified, Company Trademarks (The Company name and logos) and all Materials (including, without limitation, the design, text, graphics, software compilations and underlying source code) on this Site are the property of Company and are protected by the copyright laws of the Indian Government and, throughout the world by the applicable copyright laws. You may, view, print and/or download one copy of the Materials from this web site on any single computer solely for your personal, informational, non-commercial use, provided you keep intact all copyright and other proprietary notices. No Materials published by the Company on this site, in whole or in part, may be duplicated, copied, sold/resold, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without prior written permission from the Company. The use of any such Materials on any other web site or networked computer environment or for any other purpose is strictly prohibited and such unauthorized use may violate copyright, trademark and other similar laws.
10. Warranty Disclaimer
10.1 :- Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner, which minimizes errors, and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
10.2 :- However, company does not warrant that the services will be uninterrupted or error free and company hereby disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement.
11. Limitation of Liability
Notwithstanding anything to the contrary, except for bodily injury of a person, Company and its suppliers, representatives and employees shall not be responsible or liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory:
(A) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY;
(B) FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE OR PROFIT) OR FOR LOSS OR CORRUPTION OF DATA;
(C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR
(D) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Miscellaneous
12.1 :- If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by Customer except with Company’s prior written consent. Company shall have the right to factually list Customer as a customer of the Services on its website and marketing materials using Customer’s logo. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Indian Government without regard to its conflict of law provisions.
12.2 :- Except for payment obligations, neither party shall be liable to the other party or deemed to be in default for any delay or failure in performance of any obligation under the Agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of the public enemy, acts of terrorism, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements or any other cause beyond the reasonable control of such party.
Exhibit A
Service Level Agreement
Email Support: Company shall provide Customer email support which shall be available Monday through Friday, 10:00 a.m. to 6:00 p.m. Indian time, excluding holidays.
Service Availability: Company will use commercially reasonable efforts to maintain the availability of the Services to Customer as follows:
Service Category
Availability/Response Time
Monthly Availability The availability percentage does not include interruptions due to Scheduled Downtime or Force Majeure.
99.5% monthly
Scheduled Downtime
10:00 pm – 11:00 pm Indian Time weekly on Fridays, or as Company otherwise notifies Customer no less than twenty-four (24) hours in advance.
Unplanned Outages (other than for system emergency)
Maximum 60 minutes over a reference period of 1 month, excluding Force Majeure.
Unplanned Outages for system emergency
Maximum 3 hours over a reference period of 1 month, excluding Force Majeure. Company will promptly notify Customer of any Unplanned Outage (whether or not for system emergency), including a description of the Unplanned Outage and the expected or estimated time until normal operations will resume.
Frequency of back-ups of Customer data and configuration data
One incremental back-up per day until 30 days after the end of an active event. All the data is retained for a year.
Target median time for resolution of incidents Calculated as from opening until closing of a case.
< 6 hours for 90% of cases
Exclusions: Company shall have no liability for lack of availability due to: (1) outages caused by the failure of public network or communications components, (2) user errors, or (3) unauthorized use or misuse by Customer or anyone using any of the Customer passwords, provided that Customer has taken industry standard steps to protect the Services from unauthorized access, intrusion, and disruption.
Customer Reporting: Customer shall report any unscheduled system downtime and any error, bug, or defect in the Services to the maintenance email [email protected] immediately upon becoming aware or receiving notice of such system downtime, error, bug, or defect.
Sole Remedies for Failure to Meet the Service Availability Commitment: For each calendar month in which Company has uptime of:
less than 99.5% but above 95%, Company shall upon Customer’s request made within thirty (30) days of the end of the calendar month, provide Customer with a written plan for improving Company’s Service Availability to attain the 99.5% Service Availability and Company shall promptly implement such plan;
between 95% and 90%, Company shall, upon Customer’s request made within thirty (30) days of the end of that calendar month, provide Customer with a service credit in an amount equal to one half of one month of service and the action plan under subpart (a) above; or
less than 90%, Company shall, upon Customer’s request made within thirty (30) days of the end of that calendar month, provide Customer with a service credit in an amount equal to one month of service and the action plan under subpart (a) above. Customer may also terminate this Agreement upon thirty (30) days’ written notice (which notice must be given within sixty (60) days of the end of the calendar month in which the Service Availability was less than 90%).
Customer shall not exercise the rights in this Section 2 without a reasonable basis or belief that the applicable Service Availability commitment was not satisfied. If Customer believes that Company has failed to achieve its Service Availability commitment in any given month, Company shall, promptly following Customer’s request, provide a report that contains true and correct information detailing Company’s actual Service Availability performance. THIS SECTION 2 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND COMPANY’S ENTIRE LIABILITY, FOR ANY FAILURE TO MEET THE SERVICE AVAILABILITY COMMITMENT AND/OR ANY OTHER TERMS AND CONDITIONS OF THE SERVICE LEVEL AGREEMENT SET FORTH IN THIS EXHIBIT.
Disaster recovery: Company will use commercially reasonable efforts to maintain the availability of service in the event of an unplanned outage. Load balancing and auto scaling have been configured throughout Company’s technical stack. A content delivery network is used to deliver the solution to users around world in the most efficient manner possible. Finally, in addition to its "live" production environment, Company maintains a "sandbox" environment with a different hosting provider in the event of an unplanned outage that is localized to the "live" production hosting provider.
ERROR CORRECTIONS AND UPDATES
Definitions.
"Error"means a failure of the Services to conform to the documentation, resulting in the inability to use, or material restriction in the use of, the Services.
"Update"means either a Services modification or addition that, when made or added to the Services, corrects the Error, or a procedure or routine that, when observed in the regular operation of the Services, eliminates the practical adverse effect of the Error.
Updates.
Company will make commercially reasonable efforts to provide an Update designed to solve or by-pass a reported Error. Company shall reasonably determine the priority level of Errors, pursuant to the following protocols and take the following actions during Company’s support center hours.
Errors.
Severity 1 Errors:Company promptly initiates the following procedures: (1) assigns specialists to correct the Error on an expedited basis; (2) provides ongoing communication on the status of an Update; and (3) begins to provide a temporary workaround or fix. A Severity 1 Error means the (i) production system is severely impacted or completely shut down, or (ii) system operations or mission-critical Services are down.
Severity 2 Errors:Company assigns a Company specialist to begin an Update, and provides additional, escalated procedures as reasonably determined necessary by Company support services staff. The Company exercises commercially reasonable efforts to provide a workaround or include a fix for the Severity 2 Errors in the next update or release. A Severity 2 Error means (i) the production system is functioning with limited capabilities, or (ii) is unstable with periodic interruptions, or (iii) mission critical Services, while not being affected, have experienced system interruptions.
Severity 3 Errors: Company may include an Update in the next release. A Severity 3 Error means there (i) are errors in fully operational production systems, (ii) is a need to clarify procedures or information in the documentation, or (iii) is a request for a product enhancement.
Target Response Times.
the Company will respond to Customer reports of a problem based on the severity. Upon receipt of a request for support or report of a problem, Company will use commercially reasonable efforts to respond to Customer in accordance with the initial target response times for the corresponding level of priority as indicated in the table below:
Priority
Examples
Target for Initial Response Time
Priority One: Emergency A crisis has occurred – a system is down, a major operational function is unavailable or a critical interface has failed.
Production system is down or crashing frequently • A business critical operation cannot be performed
< 1 business hour
Priority Two: Critical Any problem critical to Customer success and requiring immediate resolution.
Production system functioning with limited capabilities • Services unstable with periodic interruptions
< 1 business day
Priority Three: High Priority three situations include problems to be resolved as soon as possible. Most of these have acceptable workarounds, or the Services recover on their own.
Errors in production systems but still fully functional • Malfunction in non-critical functions
< 2 business day
Priority Four: Normal Priority four situations are technical questions or problems requiring resolution – many of which are of "how to" nature.
Need clarification of procedures or information in documentation • Attributes or options do not operate as stated • Services enhancement requests • Documentation is incorrect
< 4 business days
Conditions for Providing Support: Company’s obligation to provide support services is conditioned upon the following:
(a) Customer makes reasonable efforts to solve the problem after consulting with Company; and
(b) Customer provides Company with sufficient information and resources to correct the problem, as well as access to the personnel, hardware, and any additional systems involved in discovering the problem.
Exclusions from Company’s Support Services: Company is not obligated to provide support services in the following situations:
(a) the problem is caused by Customer’s negligence, hardware malfunction or other causes beyond the reasonable control of Company;
(b) the problem is with third party software not made available through Company;
(c) the problem is with individual user’s desktop or browser software; or
(d) Customer has not paid Company the fees for the Services when due under the Agreement or any applicable Service Order.
Contact Information :
If you have any questions or comments about our Terms of Service as outlined above, please contact us by email at [contact@ftpass.com] or call us at +91 8368381197.
