Terms of Use
BLACKPURL INC.
SOFTWARE AS A SERVICE (SAAS) AGREEMENT (this “Agreement”)
The terms set out in this Agreement are intended to explain our obligations as a service provider and your obligations as a customer. Please read them carefully. The terms in this Agreement are binding on any use of the Services and apply to you from the time that BLACKPURL INC. (the “Supplier”) provides you with access to the Services.
By registering to use the Services, You acknowledge that You have read, understood and fully approve of all of the terms and conditions in this Agreement and have the authority to act on behalf of any person for whom You are using the Services.
The Supplier reserves the right to update, change or replace any of the terms or conditions in this Agreement by posting updates and/or changes to www.blackpurl.com. It is the Customer’s responsibility to check www.blackpurl.com periodically for changes. The Customer’s continued use of the Services following the posting of any changes constitutes acceptance of those changes. The Supplier offers the Services conditional upon the Customer’s acceptance of all terms and conditions set out in this Agreement. The Customer shall read this Agreement carefully before accessing or using these Services. If the Customer does not agree to all the terms and conditions of this Agreement, then the Customer must not access Services.
BACKGROUND
a) The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet or on mobile applications on a pay-per-use basis for the purpose of managing vehicle, trailer, bicycle and related retail and /or service businesses.
b) You (“You” or, the “Customer”) wish to use the Supplier’s software applications and platforms in your business operations.
c) The Supplier has agreed to provide, and the Customer has agreed to take and pay for, access to the Supplier’s software applications and platforms, including certain other services, subject to the terms and conditions of this Agreement.
1.0 INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Authorized Users means those employees, agents and independent contractors of the Customer who are authorized by the Customer, in accordance with this Agreement, to use the Services and the Documentation, as further described in clause 2.
Business Day means any day which is not a Saturday, Sunday or a public holiday, special holiday or bank holiday in the place in which any relevant act is to be or may be done.
Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5. Supplier Confidential Information shall include any information disclosed by or on behalf of the Supplier to, or otherwise discovered by, the Customer that at the time of such disclosure or discovery should have been reasonably understood by the Customer to be confidential.
Customer Data means the data inputted by the Customer, Authorized Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Documentation means the documents made available to the Customer by the Supplier online via www.blackpurl.com or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date means the first date that the Supplier makes the Services available for access by the Customer.
Initial Subscription Term shall commence on the Effective Date and expire twelve (12) months after the Effective Date.
Mobile App means the mobile application known as Blackpurl that is made available by the Supplier.
Normal Business Hours means 9am to 5pm, each Business Day.
Renewal Term means the period described in clause 14.1.
Services means the subscription services provided by the Supplier to the Customer under this Agreement via www.blackpurl.com, the Mobile App or any other website or mobile application notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
Software means the online software applications provided by the Supplier as part of the Services.
Subscription Fees means the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in www.blackpurl.com/pricing, provided if the Customer and Supplier enter into an agreement setting the Subscription Fees, the Subscription Fees in such agreement shall apply and the Customer shall pay the Subscription Fees set out in such agreement.
Subscription Term has the meaning given in clause 14.1.
Support Services Policy means the Supplier’s policy for providing support in relation to the Services as made available at www.blackpurl.com, the Mobile App or such other website address or mobile application as may be notified to the Customer from time to time.
User Subscriptions means the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorized Users to access and use the Services and the Documentation in accordance with this Agreement.
Virus means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to all other genders. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
1.3 The Customer must only use the Services for the Customer’s own lawful internal business purposes, in accordance with this Agreement and any notice sent by the Supplier or conditions posted on www.blackpurl.com.
2.0 USER SUBSCRIPTIONS
2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 9.1, the restrictions set out in this clause 2 and all other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable, terminable right to permit the Authorized Users access to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
2.2 In relation to the Authorized Users, the Customer undertakes that:
a) the maximum number of Authorized Users that it authorizes to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
b) it will not allow or suffer any User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services and/or Documentation;
c) each Authorized User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorized User shall keep his password confidential;
d) it shall maintain a written, up to date list of current Authorized Users and provide such list to the Supplier within three (3) Business Days of the Supplier’s written request at any time or times;
e) it shall permit the Supplier to audit the Customer’s use of the Services in order to establish the name and password of each Authorized User;
f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorized User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
g) if any of audits, including those referred to in clause 2.2(e), reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in blackpurl.com/pricing, plus an additional amount equal to twenty-five percent (25%) of such underpayment, within ten (10) Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b) facilitates illegal activity;
c) depicts sexually explicit images;
d) promotes unlawful violence;
e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
f) causes damage or injury to any person or property;
and the Supplier reserves the right, without any liability whatever to the Customer, to disable the Customer’s access to any material, including the Services, Software or the Documentation, in the event of a breach of this clause or any other clause of this Agreement.
2.4 The Customer shall not:
a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means, except to the extent expressly permitted under this Agreement; or
ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
c) use the Services and/or Documentation to provide services to third parties;
d) subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users, or
e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
2.5 The Customer shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify the Supplier.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
2.7 If the Customer uses any communication tools available through blackpurl.com (such as any forum, chat room or message centre), the Customer agrees only to use such communication tools for lawful and legitimate purposes. The Customer must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or www.blackpurl.com, or material in violation of any law (including material that is protected by copyright or trade secrets).
3.0 MAINTENANCE AND SUPPORT SERVICES
3.1 The Supplier will provide the Customer with the Supplier’s customer support services during Normal Business Hours.