Terms

SOFTWARE AS A SERVICE AGREEMENT (V1.0)

PLEASE READ THIS AGREEMENT BEFORE USING BOOKDATASOLUTIONS SERVICES. BY ACCESSING BOOKDATASOLUTIONS’ ONIX CONVERSION WEBSITE AS A SERVICE OFFERING (“SaaS”), YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR BOOKDATASOLUTIONS’ WEBSITE AS A SERVICE OFFERING, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT. This Software as a Service Agreement (“SaaS Agreement”) is entered into between Customer and Bookdatasolutions with its principal place of business at Somerset, New Jersey 08873. Bookdatasolutions and the customer agree that the following terms and conditions apply to the services provided under this Agreement.

Term. The Term of this Agreement shall commence on the Effective Date and shall continue until terminated as provided herein. Client shall elect monthly periods (“Subscription Period”). The Agreement shall automatically renew for subsequent Subscription Periods unless either party provides written notice of its election not to renew this Agreement at least fifteen (15) days prior to end of the-then current Subscription Period or otherwise terminates this Agreement pursuant to the terms of this Agreement. Upon termination of this Agreement for any reason, all rights and subscriptions granted to Client shall immediately terminate, and the Client shall cease using the Services and shall prohibit Authorized Users from using the Services. SaaS Services. During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty-free, worldwide right to access and use SaaS Services solely for your internal business operations subject to the terms of this Agreement. Customer acknowledges that this Agreement is a services agreement and Bookdatasolutions will not be delivering copies of the Software to Customers as part of the SaaS Services.

Restrictions. Customer shall not, and shall not permit anyone to a) Copy or republish the SaaS Services. b) Make the SaaS Services available to any person other than authorized users. c) Use or access the SaaS Services to provide service bureau, time sharing or other computer hosting services to third parties. d) Modify or create derivative works based upon the SaaS Services or Documentation. e) Remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation. f) Access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited license granted herein, Bookdatasolutions shall own all rights, title, and interest in and to the Software, Services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title, and interest it may have in the foregoing to Bookdatasolutions.

Warranties. Bookdatasolutions represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and the SaaS Services will perform in accordance with the Documentation. Bookdatasolutions does not guarantee that the SaaS Services will be performed error-free or uninterrupted, or that Bookdatasolutions will correct all SaaS Services errors. Customer acknowledges that Bookdatasolutions does not control the transfer of data over communication facilities, including the internet, and the SaaS Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

Bookdatasolutions shall use commercially reasonable efforts to make Services available during the Term, except for (a) Scheduled back-up or other on-going maintenance as required and scheduled in advance, or (b) for any unforeseen cause beyond Bookdatasolutions control, including but not limited to internet service provider or communications network failures, denial of service attacks or similar attacks. Bookdatasolutions will monitor performance indicators on its systems and network infrastructure in order to gauge the overall performance of its hosting services, and will take reasonable steps to address systems and network infrastructure as required to maintain satisfactory performance of the Services. Bookdatasolutions further reserves the right to monitor and reasonably restrict Customers ability to use the Services if Customers are using excessive computing resources which are impacting the performance of the Services for other subscribers. Bookdatasolutions agrees to notify Customer in cases where it restricts such use and use good faith efforts to determine an appropriate alternative or work around solutions.

Acceptable Use. Customer is solely responsible for the content of any postings, data, or transmissions using the Services, or any other use of the Services by Customer or by any person or entity Customer permits to access the Services. Customer represents and warrants that it will not use the Services in a manner that: (a) prohibited by any law or regulation, or to facilitate the violation of any law or regulation; or (b) will disrupt a third parties’ similar use or Licensed Materials. If Bookdatasolutions has reasonable grounds to believe that Customer is utilizing the Services for any such illegal or disruptive purpose, Bookdatasolutions may suspend the Services immediately with or without notice to Customer. Bookdatasolutions may terminate the Agreement if Customer in fact fails to adhere to the foregoing acceptable use standards.