2.1 Ownership. As between the parties, all rights, title and interest in the Services, Software and Content (including all intellectual property rights) are and will remain the property of HG Insights, including any future Services, Software or Content developed as a result of any Customer feedback or suggestions, which feedback or suggestions Customer hereby gives HG Insights a perpetual, irrevocable license to use.
2.2 Subscriptions. The Services and Content are available and are licensed for Customer’s use as subscriptions, and may be used during the Subscription Term only, except as expressly provided herein.
2.3 HG Insights Responsibilities. HG Insights will make the Services available to Customer pursuant to this Agreement and in accordance with the Documentation. HG Insights will use commercially reasonable efforts to make the Services available in accordance with Section 2.3.1.
2.3.1 HG Insights Service Availability
The Services shall be available 24/7 99.5% of the time, as calculated on a calendar monthly basis, except for force majeure events and/or planned maintenance that requires downtime (which will occur between only between Saturday 00:00 hrs. until Sunday 24:00 hrs. GMT), of which Customer will be notified with at least 3 Working Days’ notice and will not exceed more than 8 hours on a monthly basis.
Failure to meet the 99.5% availability SLA for three consecutive months gives the Customer the right to terminate the Agreement (and any related Order Forms) with immediate effect.
It is the Customer’s responsibility to track uptime and report interruptions in availability to HG Insights for consideration of a remedy under this Section 2.3.1.
Should HG Insights fail to have complied with the above, upon notice from Customer and confirmation by HG Insights, HG Insights shall provide Customer with service credits equivalent to the downtime. As an example, if the previous month’s Services availability was 90%, Customer shall receive the residual outage percentage (i.e. 10% credit for that month’s pro-rated license fee). Customer must give notice of such a service outage within 30 days of the outage’s discovery.
2.3.2 HG Insights Service Level Agreement
Support Requests shall be submitted via email to email@example.com. Requests received outside of Working Hours (defined as 7AM to 5PM PST on Working Days) will be subject to response on the following Working Day. Customer shall classify its requests for failures in the Services to be available or otherwise perform in accordance with this Agreement (“Service Error(s)” corrections in accordance with the descriptions set forth in the chart below (each, a “Support Request”).
HG Insights will use its best efforts to correct all Service Errors and will respond to Service Error Support Requests according to the urgency of the Support Request as specified below:
|Category||Target Response Time||Category Guidance|
|Emergency Service Errors||2 Working Hours||A Service Error that renders the whole Service, or a substantial part of it, inoperative or inaccessible, and which is not clearly due to Customer’s network.|
|High Priority||4 Working Hours||A Service Error that results in partial or intermittent failure of the Service.|
|Medium Priority||1 Working Day||Service Errors that do not affect critical parts of the Service and do not render the Service inoperable or inaccessible.|
|Low Priority||2 Working Days||Minor Service Errors/Service Error messages.|
Category of Service Error should be identified by the Customer in the Subject line of the email sending the Support Request. Category may be changed by HG Insights’ personnel if Support Request is not in accordance with the specification set forth above.
Service Error requests should be accompanied by a detailed description of events immediately preceding the occurrence of the Service Error, and should, if possible, attach a copy of the Service Error message. Service Error corrections shall be limited to Service Errors occurring in the course of normal use of the Services. Service Error corrections may be done by means of temporary measures (e.g. patching), including providing defect repair, programming corrections and remedial programming designed to respond to, and resolve, Support Requests.
HG Insights is not responsible for errors or malfunctions in the Service to the extent caused by (a) Customer’s or its employees’ negligence; (b) any events beyond the reasonable control of HG Insights, such as force majeure events, or (c) the failure of Customer’s internal systems to meet the minimum requirements established by HG Insights from time to time.
The Services and Content that are made available to Customer via Third-Party Applications may be subject to the terms and conditions and availability of such Third-Party Applications. It is the Customer’s responsibility to obtain any necessary licenses to use such Third-Party Applications, and HG Insights is not responsible for any unavailability caused by such Third-Party Applications and/or related applications that may be required for such Third-Party Applications to function.
HG Insights will use commercially reasonable industry standard security technologies in providing Services. HG Insights has implemented and will maintain commercially reasonable technical and organizational measures, including information security policies and safeguards, designed to preserve the security, integrity, and confidentiality of Customer Data and to protect against unauthorized or unlawful disclosure or corruption of or access to personal data.
During the term of this Agreement, HG Insights will maintain technical and organizational security measures designed to protect Customer Data against (a) accidental or unlawful destruction, (b) unlawful or unauthorized processing, and (c) loss, alteration, unauthorized disclosure of, or access to the Customer Data. The Services may contain technological measures designed to prevent unauthorized use by Customer. Customer acknowledges and agrees that HG Insights may use these measures to verify Customer’s compliance with the terms of this Agreement and enforce its rights. Additionally, HG Insights may collect, process and use diagnostic, technical and related information pertaining to Customer’s use of the Services to improve or enhance the Services, at all times in accordance with its confidentiality obligations herein.
Customer may request a copy of each applicable SOC 2 audit report on an annual basis resulting from audits of the HG Insights’ security control standards in use that cover the Services under this Agreement. HG Insights shall provide such information within thirty (30) days of receiving a written request for it.
Customer shall at its own expense provide HG Insights with written notice of a violation or imminent threat of violation of computer security policies, acceptable use policies or standard security practices without undue delay (and in any event within 24 hours from Customer’s discovery) and shall provide all such timely information and cooperation as HG Insights may require in order for HG Insights to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) applicable data protection law. Customer should send the notice to firstname.lastname@example.org.
2.5 Usage Restrictions and Audit. The Services and Content may only be used by Customer for its internal use during the Subscription Term and in accordance with agreed upon usage restrictions. Customer may not sell, resell, license, sublicense, rent, publish, distribute, or make the Services or Content available to any third party unless otherwise expressly provided. Customer may not reverse engineer, decompile or otherwise attempt to access any underlying software code in connection with the Services, including in any Software or any other aspect of HG Insights’ technology or Content. Customer may not remove, disable, or otherwise implement any workaround to any security features contained in the Service or extract, scrape or otherwise attempt to access or download the Content in any manner not authorized by this Agreement. Customer may not duplicate, or generate modified versions of, the Services or Content for the purpose of retaining the Services or Content beyond the Subscription Term. Customer may not use the Content or Services to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Content or Services. During the Subscription Term and for a period of one (1) year thereafter, upon reasonable advance written notice and during normal business hours, Customer will allow HG Insights or its representatives to audit and inspect Customer’s facilities and review Customer’s systems and records related to its performance of this Agreement to ensure Customer’s compliance with its obligations herein. Such audit shall be at HG Insights’ expense, provided however if that such audit reveals a material noncompliance with the terms hereof, in addition to any other remedies available, Customer shall reimburse HG Insights’ reasonable costs incurred in performing such audit.