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SaaS Frontier™ Terms of Service

SaaS Frontier Platform™ Service Offering Terms and Conditions

These terms and conditions set out the agreement ("the Agreement") between SaaS Frontier and you for the provision of the SaaS Frontier Platform on-demand service. Your access to and use of the Service constitutes your acceptance and agreement to be bound by these terms and conditions.

A. Definitions in this agreement

  1. "Charges" means any or all charges to you, whether for access to hosted applications and/or for Customer Support and any other Services or goods that you purchase from SaaS Frontier from time to time as set out in the prevailing SaaS Frontier Price List;
  2. "the Internet" means the global data network comprising interconnected networks using Transmission Control Protocol/Internet Protocol;
  3. "Service" means one or more of the SaaS services provided by SaaS Frontier whereby you and your users gain access to and use a hosted service;
  4. "SaaS Frontier", "we" and "us" means ITSM Research Group LLC d/b/a SaaS Frontier, the company registered in the State of Hew Hampshire, USA, whose registered office is at 320 Main St, Box 655, Franconia NH 03580;
  5. "you" and "your organization" means you, the person entering into this agreement with SaaS Frontier on behalf of the organization that you belong to and you hereby represent and warrant to us that you are duly authorized to execute and deliver this Agreement on behalf of your organization;
  6. "your users" means all users that are registered within the communities provided as part of the Service.

B. We will:

  1. provide you with access to the Service via Internet, or at additional expense, private installations that are specific to your use of the Service;
  2. provide the Service as published on the SaaS Frontier website;
  3. invoice you monthly in arrears for the Charges incurred through the use of the Service by your and/or your users and require payment for the charges within thirty days of the invoice date;
  4. regularly update the Service;
  5. handle any personal information you might supply to us when you use the Service in accordance with the SaaS Frontier Privacy Policy, which is published separately on the SaaS Frontier website.

C. You and your organization will:

  1. pay on demand the Charges by check or direct payment to a nominated bank account;
  2. comply with and be bound by the terms and conditions of this Agreement;
  3. implement an agreement with your users that takes into account and incorporates the terms of this SaaS Frontier Agreement;

D. Your users will:

  1. be responsible for interoperability between your users' equipment and the Service;
  2. adhere to the terms of this and your agreement with them.

E. Intellectual property rights

  1. Intellectual property rights in all software and content supplied to you remains the property of SaaS Frontier or its licensor or other content owner. You will comply with the terms of any agreement required by the owner of intellectual property rights in all software and content supplied to you as notified to you.
  2. Intellectual property rights in all software and content supplied by you remains the property of your organization or its licensor or other content owner.

F. Confidentiality and security

  1. You agree that neither SaaS Frontier nor its Service partners shall, under any circumstances, be held responsible or liable for situations where the data stored or communicated through the Service are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to SaaS Frontier at the time) which may exist in the Service. Electronic communications as provided within the Service are private, and only under situations where explicitly required or allowed by law will such communications be accessed, intercepted, disclosed, or used without the consent of at least one of the parties to the communication.
  2. Although we will not systematically monitor the content that is submitted to, stored on or disseminated via the Service, we reserve the right, at our sole discretion, to edit or delete any information or other content that we believe violates the standards for content laid out in your agreement with your users as defined in Clause C(3) above.

G. Customer content

  1. All information and material submitted by your organization and accepted by us via the Service by way of any contribution to the Service shall be deemed to be and shall remain the property of your organization and your users.
  2. You hereby grant us the rights to copy and distribute such information and material solely to the extent necessary to allow us to make the same available via the Service.

H. Disclaimer

  1. We do not warrant that the Service provided will be uninterrupted or error free, nor do we make any warranty as to the results to be obtained from your use of the Service.
  2. You agree that your access to and use of the Service is performed on an "as is" basis without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose.

I. Our liability to you

  1. Nothing in this Agreement excludes or limits our liability for any death or personal injury caused by our negligence or the consequences of any fraud by us.
  2. Except as set out in Clause I(1) above, we are not liable to you (whether as a result of breach of the Agreement, negligence or other tort or otherwise) for any direct, indirect, incidental, special or consequential damages or losses arising out of access to or use of the Service or inability to access or use the Service or out of any breach of any warranty including, without limitation, damages or losses resulting from acts of god or events of similar case or the consequences of viruses received by you via the Service, even if we are advised of the possibility of such damages or losses.
  3. Except as set out in Clause I(1) above, any liability we may have to you (whether as a result of breach of the Agreement, negligence or other tort or otherwise) is limited to the Charges payable for the applicable monthly rental period.

J. Indemnity

  1. You will indemnify and hold harmless SaaS Frontier and its Service partners from and against any and all losses, liabilities, damages, costs, expenses, actions and claims of whatever nature or kind arising out of or in connection with your access to and use of the Service.

K. Variation of the terms of this agreement

  1. We reserve the right at our absolute discretion at any time and without notice to remove, amend or vary any of the software or content supplied in connection with the Service provided such alteration or amendment does not require any material change to this Agreement.
  2. We reserve the right at our absolute discretion at any time to alter and/or amend this Agreement upon giving you 21 days notice in advance of any such amendment taking effect.
  3. If, upon receiving any such notice, you do not wish to continue with the Service, you may terminate the Agreement as defined in Clause M below.
  4. You will be deemed to have accepted any alteration and/or amendment to the Agreement and/or the Service if you continue to use the Service after the relevant period of notice has expired.

L. Charges

  1. You agree that the use of any of the Service by anyone from your organization or any of your users, in any way, will be chargeable to you.
  2. You agree to refund to us the cost of collecting outstanding payments owed or charges incurred due to failed or referred transaction(s).
  3. In the event that we do not receive payment of the Charges due on the due date, we reserve the right, at our sole discretion, and without notice to you, to suspend our performance under this agreement until payment is received.
  4. We reserve the right to increase or decrease monthly rental fees from time to time. Details of any such change will be communicated to you by post or email. We will notify you of price changes 90 days in advance of the change taking effect.

M. Termination

  1. This Agreement will run from the time your first community is operational and will continue thereafter unless and until terminated by either of us as set out in this Clause.
  2. This Agreement may be terminated by you on 90 days notice or by us on 180 days notice as defined in Clause N to the other party at any time and for any reason.
  3. We may also terminate the Agreement or suspend the performance of the Service to you, at our sole discretion, immediately and without notice if: i) you breach this Agreement; or ii) bankruptcy or other insolvency proceedings are brought against you; or iii) you are no longer able lawfully to receive the Service; or iv) we do not receive payment of the Charges due within 30 days of the due date.
  4. You may also terminate the Agreement at your sole discretion, immediately and without notice if: i) we breach this Agreement; or ii) bankruptcy or other insolvency proceedings are brought against us; or iii) we are no longer able lawfully to provide the Service.
  5. If we suspend the Service, either pursuant to Clause L(3) above, or under this Clause, you must continue paying the Charges (if applicable) unless and until the Service is terminated.
  6. In the event of termination of this Agreement you will remain responsible for all Charges you have incurred to the date of termination.
  7. In the event of termination of this Agreement we will remain responsible for providing the Service to you and your users up to the date of termination.
  8. We reserve the right after the termination date to delete any email and application data that has been created through the use of the Service.
  9. Termination of this agreement does not affect any obligations that have arisen on either party prior to termination.

N. Notices

  1. Unless otherwise provided in this Agreement, any notices shall be sent by e-mail or post.
  2. In the case of notices sent by email, such notices shall be deemed to be received when capable of being accessed by the recipient. In the case of notices sent to us by post, such notices shall be deemed to be received on the second business day after posting.
  3. In the case of notices to you, we will use the postal or email address you have given us in your registration details or to any other address provided to us subsequently.
  4. In the case of notices to us, the following are to be used:

    In writing sent by first class post to:

    SaaS Frontier
    320 Main Street, Suite 655
    Franconia NH, 03586
    USA

    Or by email to: support@saasfrontier.com

O. Settlement of Disputes

  1. If any dispute arises out of this Agreement the parties will attempt to settle it by negotiation.
  2. If the parties are unable to settle any dispute by negotiation within 21 days the parties will attempt to settle it by mediation in accordance the rules and statues of the State of NH, USA. The mediation will take place in Franconia, NH, USA, and the language of the mediation will be English. The mediation referred to in shall be governed by, and construed and take effect in accordance with the laws of the State of NH, USA. The courts of NH, USA shall have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out of, or in connection with, the mediation.
  3. The award of the Arbitrator will be final and binding upon the Parties concerned.
  4. Both parties will share the cost of mediation and/or arbitration equally.

P. General

  1. If any part of this Agreement is deemed unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
  2. This Agreement shall be governed by and interpreted in accordance with NH, USA law.
  3. These terms and conditions set out the whole of our agreement relating to our supply of the Service. They cannot be varied except in writing by a director of SaaS Frontier. In particular nothing said by any employee on behalf of SaaS Frontier should be understood as a variation of these terms and conditions or an authorized representation about the Service or the nature and quality of items displayed thereon. We shall have no liability for any such representation being untrue or misleading.

(Last updated: July 6th 2009)