iPaaS User Agreement

This iPaaS User Agreement (“Agreement”) is entered into by and between Tribird AS (“Provider”) and [Client Name] (“Client”), effective as of the date of acceptance by the Client.

Service Description

The Provider agrees to supply the Client with access to its Integration Platform as a Service (“iPaaS”), which includes the specific features and functionalities outlined in Appendix A.

Service Level Agreement (SLA)

The Provider commits to an uptime of 99.9% per month, excluding scheduled maintenance and force majeure events. Support response times and resolution times are detailed in Appendix B.

Data Handling and Security

Data Ownership and Access

All data provided by the Client remains the property of the Client. The Provider has the right to access and use the data solely for the purpose of providing the services outlined in this Agreement.

Data Processing and Use

  • Purpose Specification: Clearly define and document the reasons for processing personal data.
  • Restricted Processing: Use the data solely for its stated purposes.

Data Protection Compliance

The Provider agrees to comply with all applicable data protection regulations, including the General Data Protection Regulation (GDPR) for European clients and the California Consumer Privacy Act (CCPA) for American clients.

Data Retention and Deletion 

Upon termination of this Agreement, the Provider will retain the Client’s data for a period of 30 days, during which the Client may request a data export. After this period, all data will be permanently deleted from the Provider’s systems.

Usage Terms

Permitted Uses 

The Client is authorized to use the iPaaS solely for its internal business operations.

Restrictions 

The Client shall not: (i) use the iPaaS in violation of any applicable law or regulation, (ii) reverse engineer, decompile, or disassemble the iPaaS, (iii) sublicense, resell, or distribute the iPaaS to any third party. If this is done anyways, the client agrees to a fine of Euro 20 000 000(twenty million) to be paid immediately.

Integration and API Usage

API Usage Limits 

The Client is allowed up to [X] API calls per month. Excess usage may result in additional charges as outlined in the pricing section.

API Keys and Credentials 

The Client is responsible for maintaining the confidentiality of their API keys and credentials. Any misuse or unauthorized use must be reported to the Provider immediately.

Pricing and Payment

Pricing Structure 

The pricing for the iPaaS services is as follows:

  • Subscription Fee: [Amount]
  • Usage-Based Fees: [Details]
  • Additional Charges: [Details]

Billing and Payment Terms – Invoice payments 

Invoices are issued monthly in advance and are payable within 10 days of the invoice date. Late payments are subject to a late fee of 15% of invoice total.

Billing and Payment Terms – Card payments 

Payments for the iPaaS services will be collected through recurring card billing. The Client agrees to provide valid credit card information and authorizes the Provider to charge the card for the agreed-upon fees. Invoices are issued monthly in advance, and payments will be automatically processed on the billing date. Late payments are subject to a late fee of 15% of the invoice total.
If the Provider cannot collect payment on the billing date, a notice will be sent to Client to update credit card information or transfer funds within 5 days, or the service will be suspended.

Intellectual Property

All intellectual property rights in and to the iPaaS, including but not limited to software, documentation, and trademarks, are owned by the Provider. The Client is granted a limited, non-exclusive, non-transferable license to use the iPaaS during the term of this Agreement.

Confidentiality

Both parties agree to maintain the confidentiality of all confidential information disclosed during the term of this Agreement. Confidential information does not include information that is publicly available or rightfully obtained from third parties.

Warranties and Disclaimers

The Provider warrants that the iPaaS will perform substantially in accordance with the provided documentation. All other warranties, express or implied, are disclaimed to the fullest extent permitted by law.

Indemnification

The Client agrees to indemnify and hold the Provider harmless from any claims, damages, or losses arising from the Client’s use of the iPaaS, except to the extent caused by the Provider’s gross negligence or willful misconduct.

Termination and Suspension

Termination 

Either party may terminate this Agreement with 30 days’ written notice. In the event of a material breach, the non-breaching party may terminate this Agreement immediately.

Effects of Termination 

Upon termination, the Client’s access to the iPaaS will be revoked, and any outstanding fees will become immediately due.

Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in Oslo, Norway.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Norway.

Amendments and Updates

The Provider reserves the right to amend this Agreement with 30 days’ notice to the Client. Continued use of the iPaaS constitutes acceptance of the amended terms.

Miscellaneous Provisions

Assignment 

The Client may not assign this Agreement without the Provider’s prior written consent.

Entire Agreement 

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

Force Majeure 

The Provider shall not be liable for any failure to perform due to causes beyond its reasonable control.

Severability 

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

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