IKONOMIKAL CLOUD ERP ON-PREMISE
SOFTWARE SERVICE AGREEMENT
(ICE OPSSA)
IMPORTANT:
READ THIS IKONOMIKAL CLOUD
ERP ON-PREMISE SOFTWARE SERVICE AGREEMENT (THIS “ICE OPSSA") CAREFULLY
BEFORE CONTINUING THE SUBSCRIPTION.
BY SIGNING THE "I AGREE" OR OTHERWISE ACCEPTING THIS SUBSCRIPTION
AGREEMENT, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH
ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU”
AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY.
IF YOU DO NOT
HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN
THIS AGREEMENT, THEN DO NOT SIGN AND MAY NOT USE THE SERVICES.
This "ICE OPSSA" is
BETWEEN: NAME OF THE COMPANY (the “You or Your”) aka "NOTC", located at:
Room Number, Floor Number, Building Name & Number,
Name of Street., Area Name, Town or City Name,
Province. Region or State, Country
Name of Street., Area Name, Town or City Name,
Province. Region or State, Country
Represented by:
NAME OF THE PERSON
President & CEO
T: cable phone
M: mobile phone
E: email address
W; company website
AND: TR IKONOMIKAL CONSULTANTS, (the "Software Service Provider"), aka "IKONOMIKAL"
Located at:
117 Burgos St corner Regalia St. Brgy. Bagong Silang,
Santa. Cruz, Zip Code 4902, Marinduque, R4B, Philippines
Represented by:
Mr. Teodoro G. Rolluqui
President / CEO
G: 63 917 813 4905
List of Contents
A.
Agreement and Definitions
B.
Applicability of Agreement
C.
Rights Granted
D.
Ownership, Restrictions and Security Features
E.
Warranties, Disclaimers and Exclusive Remedies
F.
Indemnification
G.
Support Services
H.
End of Agreement
I.
Fees and Taxes
J.
Nondisclosure
K.
Entire Agreement
L.
Limitation of Liability
N.
Other
O.
Force Majeure
P.
Your Data
Q.
Restrictions on Use of the Services
R.
Free Software Customization And Development Policy
S.
Services Tools
T.
Statistical Information
U.
Third Party Web Sites, Content, Products and Services
V.
Customer Reference
W.
Approval and Signing of Agreement
A. Agreement Definitions
“You” and “your” refers to the individual or entity that has subscribed the Ikonomikal Cloud ERP On-Premise Software Service (ICE OPSS) from IKONOMIKAL CLOUD SERVICES, or TR IKONOMIKAL CONSULTANTS (both “IKONOMIKAL”) or another entity or person acting on your behalf by executing the subscription order that accompanies and incorporates this IKONOMIKAL On-Premise Software Service agreement (collectively, the “agreement”).
“You” and “your” refers to the individual or entity that has subscribed the Ikonomikal Cloud ERP On-Premise Software Service (ICE OPSS) from IKONOMIKAL CLOUD SERVICES, or TR IKONOMIKAL CONSULTANTS (both “IKONOMIKAL”) or another entity or person acting on your behalf by executing the subscription order that accompanies and incorporates this IKONOMIKAL On-Premise Software Service agreement (collectively, the “agreement”).
On-Premise Software Service (OPSS) consists of the
right to use only the accessible IKONOMIKAL programs, support services for such
IKONOMIKAL programs, as well as any other services provided by IKONOMIKAL as
indicated in the Subscription Order (collectively, the “services”).
The term “program documentation” refers to the program user
manual currently in work in progress or blogs as well as any other materials
provided by IKONOMIKAL as part of the services.
The term “IKONOMIKAL programs” refers to Ikonomikal Cloud
ERP On-Premise Software Service software services owned by IKONOMIKAL to
which IKONOMIKAL grants you access as part of the services, including program
documentation, and any program updates provided as part of the services.
The term “users” shall mean those individuals authorized by
you or on your behalf to use the users.
The term “paid subscription” refers to this agreement with
effect upon payment of subscription order in advance that accompanies and
incorporates this On-Premise Software Service agreement, including the
services policies and any other document referenced.
B. Applicability of Agreement
This OPSS agreement is valid as per the date covered of the paid subscription order which this agreement accompanies.
This OPSS agreement is valid as per the date covered of the paid subscription order which this agreement accompanies.
C. Rights Granted
Upon your payment, IKONOMIKAL will provide you the services and the duration specified in the paid subscription order, you have the nonexclusive, non-assignable, royalty free, worldwide limited right to use the services solely for your internal business operations and subject to the terms of the agreement. You may allow your users to use the services for this purpose and you are responsible for your users’ compliance with the agreement. The services are provided as described in the paid subscription.
Upon your payment, IKONOMIKAL will provide you the services and the duration specified in the paid subscription order, you have the nonexclusive, non-assignable, royalty free, worldwide limited right to use the services solely for your internal business operations and subject to the terms of the agreement. You may allow your users to use the services for this purpose and you are responsible for your users’ compliance with the agreement. The services are provided as described in the paid subscription.
You acknowledge that IKONOMIKAL has delivery obligation to
your well prepared hardware and software infrastructure fit to be operational
according to its purpose. The delivery is online. as part of the services. You
agree that you acquire under the agreement the unlimited license to use the
IKONOMIKAL programs specified in the paid subscription order. Upon the end of the agreement or the
services thereunder, your right to access or use the IKONOMIKAL programs
specified in the paid subscription and the services shall terminate.
D. Ownership, Restrictions and Security Features
You retain all ownership and intellectual property rights in and to your data. IKONOMIKAL or its licensors retain all ownership and intellectual property rights to the services and IKONOMIKAL programs. IKONOMIKAL retains all ownership and intellectual property rights to anything customized, developed and delivered under the agreement.
You retain all ownership and intellectual property rights in and to your data. IKONOMIKAL or its licensors retain all ownership and intellectual property rights to the services and IKONOMIKAL programs. IKONOMIKAL retains all ownership and intellectual property rights to anything customized, developed and delivered under the agreement.
Third party technology that may be appropriate or necessary
for use with some IKONOMIKAL programs is specified in the program documentation
as applicable. You are allowed to use and connect third party software to
IKONOMIKAL without liability on the part of IKONOMIKAL.
In addition, you may not:
· remove or modify any program markings or any notice of IKONOMIKAL’s or its licensors’ proprietary rights;
· make the programs or materials resulting from the services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired);
· modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to IKONOMIKAL;
· disclose results of any services or program benchmark tests without IKONOMIKAL’s prior written consent; and
· license, sell, distribute, host, disclose, or otherwise commercially exploit or make the services, IKONOMIKAL programs or materials available, to any third party other than, as expressly permitted under the terms of the agreement.
The rights granted to you under the agreement are also conditioned on the following:
· the user subscription can be used by user/s authorized by
the subscriber but only up to the limits of the number of user subscription in
the paid subscription order and the program, which means that the user
subscription is not assigned to specific user but for the use of any user when
unused while the rest of the users wait when a user subscription becomes
available;
· except as expressly provided herein, no part of the services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and
· you agree to make every reasonable effort to prevent unauthorized third parties from accessing the services.
· except as expressly provided herein, no part of the services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and
· you agree to make every reasonable effort to prevent unauthorized third parties from accessing the services.
Listed below
are the builtin software security features for the purpose of protecting the
data and the programs of Ikonomikal Cloud ERP.
Builtin
Software Security Features:
1.
Geofence (White Listing)
2.
Identity Based Security
3. User
Invitations
4. Role
Based Security
6.
API/WEbserver Based Data Access
7.
Audit Trail Logs
Additional
Non-Builtin Security Features that must already be in place that is either
built by the company IT or with the help of an ikonomikal technical consultant:
1. Internal Server Firewall
2. Cloudflare (only for external access)
3. SSL (only for external access via cloudflare or a
separately acquired certificate)
4. External Database Backup Storage (via builtin SQL
Server backup based maintenance plans)
5. Point In Time Restore (via builtin SQL Server
"Full" Recovery Model)
E. Warranties, Disclaimers
and Exclusive Remedies
IKONOMIKAL warrants that the services will perform in all material respects in accordance with the services policies referenced in the paid subscription order. If the services provided to you for any given month during the services term were not performed as warranted, you must provide written notice to IKONOMIKAL as specified in the paid subscription order no later than five (5) business days after its occurrence or within such other period stated in the paid subscription order.
IKONOMIKAL warrants that the services will perform in all material respects in accordance with the services policies referenced in the paid subscription order. If the services provided to you for any given month during the services term were not performed as warranted, you must provide written notice to IKONOMIKAL as specified in the paid subscription order no later than five (5) business days after its occurrence or within such other period stated in the paid subscription order.
IKONOMIKAL DOES NOT GUARANTEE
THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT
IKONOMIKAL WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT IKONOMIKAL
DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING
THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND
OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.
IKONOMIKAL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE
RESULTING FROM SUCH PROBLEMS.
FOR ANY BREACH OF THE ABOVE
WARRANTIES, IKONOMIKAL WILL ISSUE SERVICE FEES CREDIT TO YOU BASED ON PAID
SUBSCRIPTION ORDER CALCULATED AT TEN PERCENT (10%) OF THE DURATION OF THE
BREACH. THE CREDIT WILL BE OFFSET ONLY TOWARDS FUTURE RENEWAL PAYMENTS FOR
SERVICES OF IKONOMIKAL, AND THE OFFSET OF SUCH CREDIT WILL REPRESENT YOUR
EXCLUSIVE REMEDY, AND IKONOMIKAL’S SOLE LIABILITY, FOR ALL BREACHES OF ANY
WARRANTY SPECIFIED IN THE AGREEMENT. TO THE EXTENT NOT PROHIBITED BY LAW, THESE
WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES
OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR
MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
F. Indemnification
If a third party makes a claim against either you or IKONOMIKAL (“Recipient” which may refer to you or IKONOMIKAL depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by either you or IKONOMIKAL (“Provider” which may refer to you or IKONOMIKAL depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:
· notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);
· gives the Provider sole control of the defense and any settlement negotiations; and
· gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.
If a third party makes a claim against either you or IKONOMIKAL (“Recipient” which may refer to you or IKONOMIKAL depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by either you or IKONOMIKAL (“Provider” which may refer to you or IKONOMIKAL depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:
· notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);
· gives the Provider sole control of the defense and any settlement negotiations; and
· gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.
If the Provider believes or it is determined that any of the
Material may have violated a third party’s intellectual property rights, the
Provider may choose to either modify the Material to be non-infringing (while
substantially preserving its utility or functionality) or obtain a license to
allow for continued use, or if these alternatives are not commercially
reasonable, the Provider may end the license for, and require return of, the
applicable Material and refund any unused, prepaid fees the Recipient may have
paid to the other party for such Material. If such return materially affects
IKONOMIKAL’s ability to meet its obligations under the relevant order, then
IKONOMIKAL may, at its option and upon 30 days’ prior written notice, terminate
the order.
The Provider will not indemnify the Recipient if the
Recipient alters the Material or uses it outside the scope of use identified in
the Provider’s user documentation or services policies or if the Recipient uses
a version of the Materials which has been superseded, if the infringement claim
could have been avoided by using an unaltered current version of the Material
which was provided to the Recipient.
The Provider will not indemnify the Recipient to the extent
that an infringement claim is based upon:
· any information, design, specification, instruction,
software, data, or material not furnished by the Provider, or
· any Material from a third party portal or other external source that is accessible to you within or from the service (e.g., a third party Web page accessed via a hyperlink).
· any Material from a third party portal or other external source that is accessible to you within or from the service (e.g., a third party Web page accessed via a hyperlink).
IKONOMIKAL will not indemnify you to the extent that an
infringement claim is based upon the combination of any Material with any products
or services not provided by IKONOMIKAL.
IKONOMIKAL will not indemnify you for infringement caused by
your actions against any third party if the services as delivered to you and
used in accordance with the terms of the agreement would not otherwise infringe
any third party intellectual property rights.
IKONOMIKAL will not indemnify you for any infringement claim
that is based on:
· a patent that you were made aware of prior to the
effective date of the agreement (pursuant to a claim, demand, or notice); or
your actions prior to the effective date of the agreement.
This section provides the parties’ exclusive remedy for any
infringement claims or damages.
G. Support Services
Support services provided under the agreement are limited to:
· Report program changes via notifications
· Develop business process with industry application for free of cost subject to IKONOMIKAL evaluation, and
· Fix program errors and bugs
Support services provided under the agreement are limited to:
· Report program changes via notifications
· Develop business process with industry application for free of cost subject to IKONOMIKAL evaluation, and
· Fix program errors and bugs
H. End of Agreement
Services
provided under this On-Premise Software Service agreement shall be provided for
the period defined in the paid subscription order unless earlier terminated in
accordance with the agreement. The term of the services and any renewal periods
are collectively defined as the “services term.” At the end of the services
term, all rights to access or use the services, including the IKONOMIKAL
programs listed in the paid subscription order, shall end.
The iKonomikal Cloud ERP software,
reports, and its database structures, programs, and builtin datasets are
intellectual property rights of IKONOMIKAL. You are allowed to extract only
your data for the purpose of moving them to another storage with a different
data structure. You are not allowed to directly connect to it as a source of
processing and/or to produce reports unless expressly allowed by IKONOMIKAL.
If either of
us breaches a material term of the agreement and fails to correct the breach
within 30 days of written specification of the breach, then the breaching party
is in default and the non-breaching party may terminate the applicable paid
subscription order under which the breach occurred and the IKONOMIKAL refund
policy shall apply.
Provisions
that survive termination or expiration of the agreement are those relating to
limitation of liability, infringement indemnity, and others which by their
nature are intended to survive.
I. Fees and Taxes
You agree to pay in advance for all services ordered as set forth in the subscription order. All fees due under the agreement are non-cancelable. You agree to pay any sales, value-added tax or other similar taxes imposed by applicable law that IKONOMIKAL must pay based on the services you ordered, except for taxes based on IKONOMIKAL’s income.
You agree to pay in advance for all services ordered as set forth in the subscription order. All fees due under the agreement are non-cancelable. You agree to pay any sales, value-added tax or other similar taxes imposed by applicable law that IKONOMIKAL must pay based on the services you ordered, except for taxes based on IKONOMIKAL’s income.
J. Nondisclosure
By virtue of the agreement, the parties may have access to information that is confidential to one another (“confidential information”). We each agree to disclose only information that is required for the performance of obligations under the agreement. Confidential information shall be limited to the terms and pricing under the agreement, your data residing in the services environment, and all information clearly identified as confidential at the time of disclosure.
By virtue of the agreement, the parties may have access to information that is confidential to one another (“confidential information”). We each agree to disclose only information that is required for the performance of obligations under the agreement. Confidential information shall be limited to the terms and pricing under the agreement, your data residing in the services environment, and all information clearly identified as confidential at the time of disclosure.
A party’s confidential information shall not include
information that:
· is or becomes a part of the public domain through no act or omission of the other party;
· was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party;
· is lawfully disclosed to the other party by a third party without restriction on the disclosure;
· is independently developed by the other party; or
· is indicated in the IKONOMIKAL Privacy Policy
· is or becomes a part of the public domain through no act or omission of the other party;
· was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party;
· is lawfully disclosed to the other party by a third party without restriction on the disclosure;
· is independently developed by the other party; or
· is indicated in the IKONOMIKAL Privacy Policy
We each agree to hold each other’s confidential information
in confidence during the active subscription period and three (3) years after
termination of service. Also, we each agree to disclose confidential
information only to those employees or agents who are required to protect it
against unauthorized disclosure in a manner no less protective than under the
agreement. IKONOMIKAL will protect the confidentiality of your data residing in
the services environment in accordance with the IKONOMIKAL security practices
specified in the services policies referenced in the subscription order.
Nothing shall prevent either party from disclosing the terms or pricing under
the agreement in any legal proceeding arising from or in connection with the
agreement or from disclosing the confidential information to a governmental
entity as required by law
K. Entire Agreement
You agree that the agreement (including the information which is incorporated into the agreement by written reference or reference to information contained in a URL or referenced policy), is the complete agreement for the paid subscription order, and that the agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the agreement. It is expressly agreed that the terms of the agreement, including any IKONOMIKAL subscription order, shall supersede the terms in any purchase order or other non-IKONOMIKAL document and no terms included in any such purchase order or other non-IKONOMIKAL document shall apply to the subscription order. The agreement may not be modified and the rights and restrictions may not be altered or waived upon payment of the subscription order.
You agree that the agreement (including the information which is incorporated into the agreement by written reference or reference to information contained in a URL or referenced policy), is the complete agreement for the paid subscription order, and that the agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of the agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the agreement. It is expressly agreed that the terms of the agreement, including any IKONOMIKAL subscription order, shall supersede the terms in any purchase order or other non-IKONOMIKAL document and no terms included in any such purchase order or other non-IKONOMIKAL document shall apply to the subscription order. The agreement may not be modified and the rights and restrictions may not be altered or waived upon payment of the subscription order.
L. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. IKONOMIKAL’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS ON-PREMISE SOFTWARE AS A SERVICE AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, 10% OF THE TOTAL AMOUNTS ACTUALLY PAID TO IKONOMIKAL FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOR AGAINST IKONOMIKAL SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. IKONOMIKAL’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS ON-PREMISE SOFTWARE AS A SERVICE AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, 10% OF THE TOTAL AMOUNTS ACTUALLY PAID TO IKONOMIKAL FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN YOUR FAVOR AGAINST IKONOMIKAL SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.
M. Export
Export laws and regulations of the Philippines and any other
relevant local export laws and regulations apply to the services. You agree
that such export control laws govern your use of the services (including
technical data) and any services deliverables provided under the agreement, and
you agree to comply with all such export laws and regulations (including
“deemed export” and “deemed re-export” regulations). You agree that no data,
information, software programs and/or materials resulting from services (or
direct product thereof) will be exported, directly or indirectly, in violation
of these laws, or will be used for any purpose prohibited by these laws
including, without limitation, nuclear, chemical, or biological weapons
proliferation, or development of missile technology.
N. Other
1. IKONOMIKAL is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance.
2. You shall obtain at your sole expense any rights and consents from third parties necessary for IKONOMIKAL and its subcontractors to perform the services under the agreement.
3. The agreement is governed by the substantive and procedural laws of the Philippines and you and IKONOMIKAL agree to submit to the exclusive jurisdiction of, and venue in, the courts in the Philippines in any dispute arising out of or relating to the agreement.
If you have a dispute with IKONOMIKAL or if you wish to provide a notice under the Indemnification section of this software as a service agreement, or if you become subject to insolvency or other similar legal proceedings, you will promptly send email to legal@ikonomikal.com and mail notice by post to:
1. IKONOMIKAL is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance.
2. You shall obtain at your sole expense any rights and consents from third parties necessary for IKONOMIKAL and its subcontractors to perform the services under the agreement.
3. The agreement is governed by the substantive and procedural laws of the Philippines and you and IKONOMIKAL agree to submit to the exclusive jurisdiction of, and venue in, the courts in the Philippines in any dispute arising out of or relating to the agreement.
If you have a dispute with IKONOMIKAL or if you wish to provide a notice under the Indemnification section of this software as a service agreement, or if you become subject to insolvency or other similar legal proceedings, you will promptly send email to legal@ikonomikal.com and mail notice by post to:
IKONOMIKAL CLOUD SERVICES
TR IKONOMIKAL CONSULTANTS
117 Burgos St., Corner Regalia St.,
Barangay Bagong Silang, Sta Cruz 4902,
Marinduque, Region 4B.
Philippines
Attention: Legal Department
117 Burgos St., Corner Regalia St.,
Barangay Bagong Silang, Sta Cruz 4902,
Marinduque, Region 4B.
Philippines
Attention: Legal Department
IKONOMIKAL may give notice applicable to IKONOMIKAL’s
software as a service customer base by means of a general notice on the
IKONOMIKAL portal for the services, and notices specific to you by electronic
mail to your e-mail address on record in IKONOMIKAL’s account information or by
written communication sent by first class mail or pre-paid post to your address
on record in IKONOMIKAL’s account information.
4. You may not assign the agreement or give or transfer the services or an interest in them to another individual or entity. If you grant a security interest in any portion of the services, the secured party has no right to use or transfer the services or any deliverables.
5. Except for actions for breach of IKONOMIKAL’s proprietary rights, no action, regardless of form, arising out of or relating to the agreement may be brought by either party more than one (1) year after the cause of action has accrued.
6. You understand that IKONOMIKAL’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of IKONOMIKAL and are not IKONOMIKAL’s agents. IKONOMIKAL is not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as an IKONOMIKAL subcontractor on an engagement ordered under this software as a service agreement.
4. You may not assign the agreement or give or transfer the services or an interest in them to another individual or entity. If you grant a security interest in any portion of the services, the secured party has no right to use or transfer the services or any deliverables.
5. Except for actions for breach of IKONOMIKAL’s proprietary rights, no action, regardless of form, arising out of or relating to the agreement may be brought by either party more than one (1) year after the cause of action has accrued.
6. You understand that IKONOMIKAL’s business partners, including any third party firms retained by you to provide computer consulting services, are independent of IKONOMIKAL and are not IKONOMIKAL’s agents. IKONOMIKAL is not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as an IKONOMIKAL subcontractor on an engagement ordered under this software as a service agreement.
O. Force Majeure
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, civil unrest, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures.
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, civil unrest, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures.
P. Your Data
In performing the services, IKONOMIKAL will comply with the IKONOMIKAL Privacy Policy, which is available at https://policy.ikonomikal.com/latest-privacy-policy and incorporated herein by reference. The IKONOMIKAL Privacy Policy is subject to change at IKONOMIKAL’s discretion; however, IKONOMIKAL policy changes will not result in a material reduction in the level of protection provided for your data during the period for which fees for the services have been paid. The services policies referenced in your paid subscription order specifies our respective responsibilities for maintaining the security of your data in connection with the services.
In performing the services, IKONOMIKAL will comply with the IKONOMIKAL Privacy Policy, which is available at https://policy.ikonomikal.com/latest-privacy-policy and incorporated herein by reference. The IKONOMIKAL Privacy Policy is subject to change at IKONOMIKAL’s discretion; however, IKONOMIKAL policy changes will not result in a material reduction in the level of protection provided for your data during the period for which fees for the services have been paid. The services policies referenced in your paid subscription order specifies our respective responsibilities for maintaining the security of your data in connection with the services.
IKONOMIKAL reserves the right to provide the services from
locations, and/or through use of subcontractors, worldwide.
You agree to provide any notices and obtain any consents
related to your use of the services and IKONOMIKAL’s provision of the services,
including those related to the collection, use, processing, transfer and
disclosure of personal information. You shall have sole responsibility for the
accuracy, quality, integrity, legality, reliability, appropriateness and
ownership of all of your data.
Q. Restrictions on Use of the
Services
You agree not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may:
1. menace or harass any person or cause damage or injury to any person or property,
2. involve the publication of any material that is false, defamatory, harassing or obscene,
3. violate privacy rights or promote bigotry, racism, hatred or harm,
4. constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters;
5. constitute an infringement of intellectual property or other proprietary rights, or
6. otherwise violate applicable laws, ordinances or regulations.
You agree not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may:
1. menace or harass any person or cause damage or injury to any person or property,
2. involve the publication of any material that is false, defamatory, harassing or obscene,
3. violate privacy rights or promote bigotry, racism, hatred or harm,
4. constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters;
5. constitute an infringement of intellectual property or other proprietary rights, or
6. otherwise violate applicable laws, ordinances or regulations.
In addition to any other rights afforded to IKONOMIKAL under
the agreement, IKONOMIKAL reserves the right to remove or disable access to any
material that violates the foregoing restrictions. IKONOMIKAL shall have no
liability to you in the event that IKONOMIKAL takes such action. You agree to
defend and indemnify IKONOMIKAL against any claim arising out of a violation of
your obligations under this section.
R. Free Software
Customization And Development Policy
IKONOMIKAL shall provide free Software Customization and
Development. The request for these services are subject for evaluation and
approval. They must be within the limits of the current architecture. The
projected schedule of the customization and development is subject to change
without prior notice. The subscriber may demand priority on customization and
development with applicable compensation.
IKONOMIKAL shall exert all efforts to accomplish these
services but may inform the subscriber of non-completion without any liability
due to unforeseen difficulties.
S. Services Tools
IKONOMIKAL may use tools, scripts, software, and utilities (collectively, the “tools”) to monitor and administer the services and to help resolve your IKONOMIKAL service requests. The tools will not collect, report or store any of your data residing in the service production environment, except as necessary to troubleshoot service requests or other problems in the service. Data collected by the tools (excluding production data) may also be used to assist in managing IKONOMIKAL’s product and service portfolio and for license management.
IKONOMIKAL may use tools, scripts, software, and utilities (collectively, the “tools”) to monitor and administer the services and to help resolve your IKONOMIKAL service requests. The tools will not collect, report or store any of your data residing in the service production environment, except as necessary to troubleshoot service requests or other problems in the service. Data collected by the tools (excluding production data) may also be used to assist in managing IKONOMIKAL’s product and service portfolio and for license management.
You agree that:
1. except as set forth in the following paragraph, you may not access or use the tools, and
2. you will not use or restore the tools from any backup storage at any time following termination of the agreement.
1. except as set forth in the following paragraph, you may not access or use the tools, and
2. you will not use or restore the tools from any backup storage at any time following termination of the agreement.
If IKONOMIKAL provides you with access to or use of any
tools in connection with the services, your right to use such tools is governed
by the license terms that IKONOMIKAL specifies for such tools; however, if
IKONOMIKAL does not specify license terms for such tools, you shall have a
non-transferable, non-exclusive, limited right to use such tools solely to
facilitate your administration and monitoring of your services environment,
subject to the terms of the agreement. Any such tools are provided by
IKONOMIKAL on an “as is” basis and IKONOMIKAL does not provide technical
support or offer any warranties for such tools. Your right to use such tools
will terminate upon the earlier of IKONOMIKAL’s notice (which may be through
notifications and/or posting to IKONOMIKAL website http://hq.ikonomikal.com),
the end of the services term, or the date that the license to use such tools
ends under the license terms specified for such tools.
T. Statistical Information
IKONOMIKAL may compile statistical information related to the performance of the services, and may make such information publicly available, provided that such information does not incorporate your data and/or identify your confidential information or include your company’s name. IKONOMIKAL retains all intellectual property rights in such information.
IKONOMIKAL may compile statistical information related to the performance of the services, and may make such information publicly available, provided that such information does not incorporate your data and/or identify your confidential information or include your company’s name. IKONOMIKAL retains all intellectual property rights in such information.
U. Third Party Web Sites,
Content, Products and Services
The services may enable you to add links to Web sites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. IKONOMIKAL is not responsible for any third party Web sites or third party content provided on or through the services and you bear all risks associated with the access and use of such Web sites and third party content, products and services.
The services may enable you to add links to Web sites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. IKONOMIKAL is not responsible for any third party Web sites or third party content provided on or through the services and you bear all risks associated with the access and use of such Web sites and third party content, products and services.
V. Customer
Reference
You agree:
· that IKONOMIKAL may identify you as a recipient of services and use my logo in sales presentations, marketing materials and press releases, and
· to develop a brief customer profile for use by IKONOMIKAL on any of the IKONOMIKAL websites for promotional purposes.
You agree:
· that IKONOMIKAL may identify you as a recipient of services and use my logo in sales presentations, marketing materials and press releases, and
· to develop a brief customer profile for use by IKONOMIKAL on any of the IKONOMIKAL websites for promotional purposes.
W. Approval and
Signing of the Agreement
You agree to the above terms and conditions upon affixing your
signature with effectivity starting upon payment in advance of the subscription
and ending upon expiry and non renewal or failure to pay in advance of the next
subscription.
For You the
Subscriber:
I agree
Signature and date
NAME OF THE PERSON
President/ CEO
Company Name
For Ikonomikal
Signature and date
TEODORO G.
ROLLUQUI
President/ CEO
END OF BLOG
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For inquiries contact:
Companies:
iKonomikal Cloud Services
Department of Trade and Industry Cert#: 04929944
Mayor’s Permit: BCN 1914-56
TIN: 224 089 131 VAT Registered
TR iKonomikal Consultants
Department of Trade and Industry Cert#: 04929961
Mayor’s Permit: BCN 1914-56-01
TIN: 224 089 131 VAT Registered
Address:
Ground Floor, TG Rolluqui Building
117 Burgos Street Corner Regalia Street
Brgy. Bagong Silang, Poblacion, Santa Cruz
Marinduque, 4902, Region 4B, Philippines
Links:
Skype: tgrolluqui@hotmail.com
Phones
M: +63 918 229 5934 (Smart)
M: +63 917 813 4905 (Globe)
T: +63 42 704 5312 (PLDT)
iKonomikal Cloud ERP
Software Website: https://ikonomikal.com
Company Website: https://hq.ikonomikal.com
Tech Updates: https://docs.ikonomikal.com/
Agreements: https://policy.ikonomikal.com/
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