General Terms and Conditions for the injixo online service from InVision Software, Inc

1. The Service

injixo is an online service (referred to in this document as the “Service”) for workforce management in contact centers which we offer in different pricing plans (referred to in this document as the “Plan” or “Plans”). We constantly work on improvements and we make changes to the Service on a regular basis. What we deliver is always the most recent version. The Service is provided to you by InVision Software Inc., 211 W. Wacker Drive, Ste 120 PMB 2132, Chicago, 60606 IL, United States. By using the Service, you agree to the following terms and conditions.

2. Start and end of term

The contract begins when your order is placed and our Service is activated. When placing the order, you indicate your chosen Plan and the date on which you would like the Service to start. In any case, billing will not begin until the Service is provided. The contract continues until it is terminated by either one of us. Contracts without an agreed minimum term can be terminated at any time by either of us without notice, in which case the Service continues until the end of the month and then stops. Contracts with an agreed minimum term can be terminated by either of us with a notice period of one month to the end of the term. We reserve the right to suspend the Service and to terminate the contract if you breach any obligations hereunder and such breach is not cured within 30 days of notice by us.

3. Availability

We work very hard to keep the Service live 24/7 and we aim to deliver availability of at least 99.5% based on the full calendar year. Availability is calculated as follows:

VF = [(VZ-AZ-NV) / (VZ-NV) * 100] ≥ 99.50%

• VF = Availability in %
• VZ = defined availability time in minutes (total time)
• AZ = Total downtimes within the defined availability time
• NV = Total of planned or excluded unavailability. This will include:
  • All downtimes of less than 15 minutes
  • Scheduled maintenance (no worries, we will try to notify you in advance)
  • Non-Availability as a result of force majeure

If the provision of the Service begins or ends in the current calendar year, then the availability for the periods of time in the calendar year outside the contract term will be assessed at 100%.

4. Rights of Use

4.1 During the term of the contract, you will have the non-exclusive right to use the Service for your own business purposes. If we require software components to be installed on your premises in order to use the Service, then your right of use will include these components during the term of the contract.

4.2 The disclosure of login credentials to third parties or the use of the same credentials by two or more persons is not permitted.

4.3 You may not copy or reverse engineer the Service or any component and you may not use the Service for benchmarking or any activity outside your internal business use.

4.4 The contract does not provide you with any ownership rights or rights of use that are permanent or extend beyond the term of the contract. We retain any and all rights, on behalf of ourself and our third party vendors and licensors, to the Service, to the underlying software applications or to any of the software components of the Service that you have installed, whether in original or modified form.

5. New versions

We are continuously upgrading the Service and are constantly making changes. New functionality may be added and existing functionality may be removed. We may, but are not obligated to, inform you of these changes.

6. Your responsibilities

6.1 Access to the Service by users in your organization is your responsibility. For example, you will provide the hardware and software for the users necessary to access the Service and provide suitable Internet access. The handover point for the Service and all application data is the connection point of the Service to the public Internet.

6.2 If software components must be installed on your premises in order to use the Service, then you will be responsible for making the required system environment ready for operation and for installing and configuring these software components.

6.3 You are directly responsible for complying with any statutory duties of retention with regard to the data processed while using the Service.

7. Support

7.1 By using our online knowledgebase, you can find answers to your questions on a self-service basis.

7.2 For reporting Service failures, a ticketing system is included in the Service. If this system is not available, then you can report faults via our general support lines.

7.3 The scope of support may vary according to the selected Plan, as described on the pricing page of the injixo website.

8. Billing and Payment

8.1 Fees for the Service are as shown on the pricing page of the injixo website at the time of order or in a separate commercial proposal as the case may be.

8.2 We invoice you for the basic fee of your chosen Plan, plus a fee for any active users that you create in excess of those included within the Plan, at the end of the month, unless otherwise agreed in writing.

8.3 We calculate the number of users based on the highest number of active users within the current calendar month. Every day, the Service counts the total number of active users in your account including all users that can be scheduled (such as agents) plus all users who are not scheduled but have login credentials (such as planners).

8.4 Current and historical user counts can be tracked online in the Billing section of the Service.

8.5 All prices are net prices free of charges, to which the current statutory value added tax, applicable at the time of provision of our service, and any other taxes and duties which are levied on our service must be added.

8.6 We will send our invoices exclusively via email to the email address that you provided for that purpose on signup. You can change this at any time online in the Billing section of the Service.

8.7 Your payments must be remitted to the account shown on the invoice and made in a manner such that you cover any bank charges. All payments are non-refundable.

8.8 We may also accept payment via credit and debit card through our sites and services. You will need to provide certain information, including your card information, address, name and email address (“Credit Card Information”). We use commercially reasonable measures to protect Credit Card Information from misuse.

8.9 We may use a third party payment processor to accept credit and debit card payment. The processing of payments by a third party processor will be subject to the terms, conditions, and privacy policies of the payment processor. We are not liable to you or any third party for loss or damages arising from any failure of such third party processors.

8.10 Service fees are immediately due for payment when the invoice is issued. If the invoice is not paid within 30 days, then you will automatically be in default, whether we send you a payment reminder or not.

8.11 If you are in default on some or all of one or more invoices, then we reserve the right to block your access to the Service until the outstanding amounts are fully paid. This suspension of the Service does not constitute a termination of the contract and we will provide notice by email before taking this step.

9. Limitation of Liability

9.1 We use commercially reasonable efforts, consistent with best industry practices, to deliver the Service to you. However, we expressly disclaim all warranties, express or implied, with respect to the Service including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant or represent that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service is free of viruses or other harmful components. We have no liability for loss of profits, loss of business or loss or corruption of data or for any special, indirect or consequential loss which you or any third party may incur.

9.2 In no event will our liability for any claim of any kind, whether based in contract, warranty, tort, strict liability or otherwise, for any losses or damages arising out of, connected with, or resulting from these terms and conditions or the performance or breach thereof, or any product or service or the use or performance thereof, exceed the amount paid by you for the Service during the one month period immediately prior to the occurrence of the cause of action at issue.

10. Force Majeure

Force majeure events will suspend the contracting parties’ contractual obligations for the duration of the disruptions and to the extent of their effect. A force majeure event is any event beyond our reasonable control, including natural catastrophes, floods, fires, earthquakes, terrorist attacks, social unrest, strikes, sovereign actions, pandemic or contagious diseases affecting the general population, internet disruptions and illegal third-party attacks against the infrastructure on which the Service is based. Should the delays resulting from a force majeure event exceed 30 days, either party shall have the right to terminate this contract.

11. Confidentiality

11.1 Both contracting parties agree to treat as strictly confidential any non-public information, e.g. secret know-how or internal operating procedures of the other party, of which they become aware either before or after the start of the contract. This obligation relates especially to any non-public information regarding the Service, as well as your data that is processed by the Service.

11.2 Employees, interns, subcontractors and agents of both contracting parties, who are involved in either using or delivering the Service, shall comply with the duty of confidentiality set out here. Each party shall provide the other party with the respective non-disclosure agreements upon request. The duty of confidentiality survives termination of the contract.

11.3 We are entitled to mention this contract for marketing purposes.

12. Data Protection

The contracting parties agree to comply with all applicable legislation on data protection and privacy.

13. Notices

We are entitled to send Service-related messages to you and/or your users via the Service or as emails. The messages could involve, for example, maintenance notifications, messages about improving the Service or tips for using the Service.

14. General

14.1 We reserve the right to delete any transaction data that are older than 36 months, even if the contractual relationship continues. Moreover, we will delete all your data within 32 days of the end of the contract.

14.2 The Service is provided exclusively on the basis of these terms and conditions. Your own terms and conditions that deviate from or add to these terms and conditions do not apply.

14.3 We reserve the right to modify these terms and conditions at any time. We will use commercially reasonable efforts to notify you of any material changes but all modifications shall be effective and binding upon posting.

14.4 The laws of the State of Illinois govern exclusively. The provisions of “UN Sales Law” (Convention on Contracts for the International Sale of Goods – CISG) and any references to foreign laws and jurisdictions will not apply. Both contracting parties agree that the provisions of the Uniform Computer Information Transaction Act (UCITA) or any version, adopted by any jurisdiction in any form shall not apply to the transactions between the parties. If applicable, the parties agree to waive and opt out of any purported application of the UCITA during the term hereof.

14.5 The exclusive judicial forum and place of performance for all obligations under this contract are the federal or state courts located in the Counties of Cook or DuPage, State of Illinois. In an action to enforce one’s rights hereunder, the fees and expenses of the prevailing party shall be borne by the non prevailing party.