The Service is offered for the following software applications:
- AdroitLogic AS2Gateway
- AdroitLogic UltraESB
- AdroitLogic UltraEDI
The Service is offered in the following modes
- Shared Instance Hosting
AdroitLogic means AdroitLogic Private Ltd (201001194M) of 420 North Bridge Road, # 05 - 03 North Bridge Centre, Singapore 188727
Subscriber means the individual or entity that has subscribed for the Service under the terms and conditions of this Agreement.
Service means hosting of the specific AdroitLogic software Application identified during the ordering process, developed, operated, and maintained by AdroitLogic, accessible via http://as2gateway.org or another designated AdroitLogic web site or IP address, or ancillary online or offline products and services provided to Subscriber by AdroitLogic, to which Subscriber is being granted access under this Agreement.
User means Subscriber's employees, representatives, consultants, contractors, customers or agents who are authorized to use the Service and have been supplied user identifications and passwords by Subscriber (or by or for AdroitLogic at Subscriber's request).
Affiliates means AdroitLogic's owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.
Shared Instance Hosting means Subscribers share a single instance or cluster of the Application(s) . AdroitLogic provides a private space or project in a larger shared instance, and resources are shared among multiple Subscribers on the same instance.
Application means one or more of the AdroitLogic software applications listed above or such other software application as notified by AdroitLogic from time to time
Effective Date means the date the Subscriber clicks the “I Accept” button or check box presented with these terms or, if earlier, when the Subscriber uses the Service.
Fees means the charges by AdroitLogic for subscription to or use of the Service.
3 Terms of Service for AdroitLogic Applications
3.1. Terms of Service. Subscriber acknowledges and agrees to the following terms of service. In addition, Subscriber agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service, and/or any new service(s) subsequently purchased by the Subscriber will be subject to this Agreement.
3.2. Subscriber Must Have Internet Access. In order to use the Service, Subscriber must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based content. Subscriber must also provide all equipment necessary to make such (and maintain such) connection to the World Wide Web.
3.3. Accuracy Of Subscriber's Registration Information. Subscriber agrees to provide accurate, current and complete information ("Registration Data") about Subscriber as prompted by the registration form, which Subscriber will fill out online in order to gain access to the Service. Subscriber further agrees to use commercially reasonable efforts to maintain and promptly update the Registration Data to keep it accurate, current and complete. Subscriber acknowledges and agrees that if Subscriber provides information that is intentionally inaccurate, not current or incomplete in a material way, or if AdroitLogic has reasonable grounds to believe that such information given by the Subscriber is untrue, inaccurate, not current or complete in a material way, AdroitLogic has the right to suspend Subscriber's account.
3.4. Email And Notices. Subscriber agrees to provide AdroitLogic with Subscriber's e-mail address, to promptly provide AdroitLogic with any changes to Subscriber's e-mail address, and to accept emails (or other electronic communications) from AdroitLogic at the e-mail address Subscriber specifies. Except as otherwise provided in this Agreement, Subscriber further agrees that AdroitLogic may provide any and all notices, statements, and other communications to Subscriber through either e-mail or posting on the Service. Notices to AdroitLogic shall be in writing and shall be made to the attention of Customer Service via email at firstname.lastname@example.org or conventional mail sent to AdroitLogic Private Ltd. 420 North Bridge Road, # 05 - 03 North Bridge Centre, Singapore 188727. All Notices will be effective upon the date of receipt.
3.5. Passwords, Access, And Notification. The maximum number of users that Subscriber may designate under Subscriber's account is the number of seats allocated to, or purchased by the Subscriber, and Subscriber may provide and assign unique passwords and user names to each authorized user for each such seat. Subscriber acknowledges and agrees that Subscriber is prohibited from sharing passwords and/or user names with unauthorized users. Subscriber will be responsible for the confidentiality and use of Subscriber's (including its employees') passwords and user names.
3.6. Third-Party Software. Subscriber agrees to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by AdroitLogic. Until notified otherwise by AdroitLogic, Subscriber agrees to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by AdroitLogic and to follow logon procedures for services that support such protocols. Subscriber acknowledges that AdroitLogic is not responsible for notifying Subscriber of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks not owned or operated by AdroitLogic or telecommunications facilities, including, but not limited to, the Internet.
3.7. Transmission Of Data. Subscriber understands that the technical processing and transmission of Subscriber's electronic communications is fundamentally necessary to Subscriber's use of the Service. Subscriber agrees that AdroitLogic is not responsible for any electronic communications and/or Subscriber Data which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by AdroitLogic.
3.8. Proprietary Rights. Subscriber acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Subscriber further acknowledges and agrees that content or information presented to Subscriber through the Service or by advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
3.9. Limits. AdroitLogic shall limit various aspects of a Subscriber account based on the package selected by the Subscriber. This includes but is not limited to, the Number of trading partners, Maximum message size, Messages allocated per month, Disk storage and the Number of user accounts allowed. Subscriber Accounts maybe prevented from exceeding these limits, or exceeded limits will be billed at an over limit fee each month. Subscriber acknowledges and agrees that after allocated limits are reached by an account, the Service may not operate normally, and maybe temporarily suspended from further use for the Subscriber.
3.10. Service Rules.
Subscriber agrees not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to AdroitLogic servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures AdroitLogic may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. AdroitLogic may, without prior notice, change the Service; stop providing the Service or features of the Service, to subscribers or to users generally; or create/change usage limits for the Service. AdroitLogic may permanently or temporarily terminate or suspend Subscriber access to the Service without notice and liability for any reason, including if in AdroitLogic's sole determination Subscriber violates any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, Subscriber continues to be bound by this Agreement.
4 Restrictions And Responsibilities
This is a contract for Services and the software will be installed, accessed and maintained only by or for AdroitLogic and no license is granted thereto. Subscriber will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any Application, software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
Subscriber represents, covenants, and warrants that Subscriber will use the Services only in compliance with AdroitLogic's standard policies then in effect (the "Policy") and all applicable laws (including but not limited to policies and laws related to spamming, privacy (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation). Although AdroitLogic has no obligation to monitor the content provided by Subscriber or Subscriber's use of the Services, AdroitLogic may do so and may remove any such content or prohibit any use of the Services it believes may be (or are alleged to be) in violation of the foregoing.
Subscriber shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, "Equipment"). Subscriber shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in AdroitLogic's published policies then in effect. Subscriber shall also be responsible for maintaining the security of the Equipment, Subscriber account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Subscriber account or the Equipment with or without Subscriber's knowledge or consent.
5 Fees, Billing And Renewal
AdroitLogic charges and collects Fees in advance for use of the Service. Additional charges may be applicable each month, where the Subscriber exceeds allocated limits of the Service such as but not limited to, the number of messages processed, disk space allocated and maximum message size. During any Term, AdroitLogic will automatically renew and bill Subscriber's credit card or issue an invoice (a) every month for monthly service, (b) each year on the subsequent anniversary for annual service, or (c) as otherwise mutually agreed upon.
Payments made by the Subscriber under this Agreement are non-refundable, even if the subscription is canceled before the end of the current billing term. Payments made by the Subscriber under this Agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by AdroitLogic, the Subscriber must pay to AdroitLogic the amount of such taxes or duties in addition to the Service Fees under this Agreement.
6 Non-Payment And Suspension
All payments for Fees shall be due according to the terms in Section 5 (Fees, Billing and Renewal) and as provided on the relevant Service, and shall be deemed delinquent if not received by the due date. In addition to any other rights granted to AdroitLogic herein, AdroitLogic reserves the right to suspend or terminate this Agreement and Subscriber's access to the Service if Subscriber's account becomes delinquent. If Subscriber or AdroitLogic initiates termination of this Agreement, Subscriber will be obligated to pay the balance due on account computed in accordance with this Section and the Fees, Billing and Renewal Section above. Subscriber agrees that AdroitLogic may charge such unpaid Fees and charges to Subscriber's credit card or otherwise bill Subscriber for such unpaid Fees and charges. Subscriber agrees and acknowledges that AdroitLogic has no obligation to retain Subscriber Data and that such Subscriber Data may be irretrievably deleted if Subscriber's account becomes delinquent.
7 Term, Change of Package And Termination
This Agreement commences on the Effective Date. Unless earlier terminated under Sections 6 or 7, this Agreement will automatically renew at the end of the initial Term specified in the Order form (the "Initial Term") and any Renewal Term for successive renewal terms equal in duration to the Initial Term, or one year, if the Initial Term is equal to or greater than one year (each a "Renewal Term") at AdroitLogic's then current rates, unless a different rate is specified in the Order Form. Either party may terminate this Agreement or change the package, effective only upon the expiration of the then current Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following Term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Subscriber agrees and acknowledges that AdroitLogic has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, more than 30 days after termination.
Upon termination or suspension, regardless of the reasons therefore, Subscriber's right to use the Service ceases immediately, and Subscriber acknowledges and agrees that AdroitLogic may immediately deactivate or delete the Subscriber account and all related information, Subscriber Data and files in the account, and bar any further access to the Service. AdroitLogic shall not be liable to the Subscriber or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by AdroitLogic in connection with such termination or suspension.
8 Assignment, Successors And Assigns
Subscriber shall not transfer or assign this Agreement or any rights or obligations hereunder without the prior written consent of AdroitLogic, and any attempted assignment or transfer in violation of the foregoing will be void. This Agreement will be for the benefit of the permitted successors and assigns, and will be binding on heirs, legal representatives and permitted assignees.
9 Publicity Rights
Subscriber agrees to be identified as a user of the Service and a customer of AdroitLogic, and grants AdroitLogic the right to list or refer Subscriber by name, logo, trade name and trademark, and to briefly describe Subscriber's business in AdroitLogic marketing materials, web sites, and public or legal documents.
10 Representations And Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Subscriber represents and warrants that Subscriber has not provided any false information to gain access to the Service and that billing information is correct.
AdroitLogic represents and warrants that it will use commercially reasonable efforts to provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and substantially in accordance with the online AdroitLogic help documentation under normal use and circumstances.
SUBSCRIBER AGREES TO DEFEND, INDEMNIFY, AND HOLD ADROITLOGIC AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES, INCLUDING ATTORNEY'S FEES, THAT ARISE FROM THE SUBSCRIBERS' USE OR MISUSE OF THE SERVICE. ADROITLOGIC RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY SUBSCRIBER, IN WHICH EVENT THE SUBSCRIBER WILL COOPERATE WITH ADROITLOGIC IN ASSERTING ANY AVAILABLE DEFENSES.
12 Disclaimer of Warranties
ADROITLOGIC AND ITS AFFILIATES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT THEREIN OR GENERATED THEREWITH. ADROITLOGIC AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SERVICE WILL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 10, THE SERVICE AND ALL CONTENT IS PROVIDED TO SUBSCRIBER STRICTLY ON AN "AS IS" BASIS; ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY ADROITLOGIC AND ITS LICENSORS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
SUBSCRIBER IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO ITS OPERATIONS WHICH COULD BE CAUSED BY DEFECTS, INTERRUPTIONS, OR MALFUNCTIONS OF THE SERVICE AND ASSUMES THE RISK OF SUCH OCCURRENCES. SUBSCRIBER IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY ITS PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SERVICE FOR THE RECONSTRUCTION OF ANY LOST DATA.
THROUGH YOUR USE OF THE SERVICE, SUBSCRIBER MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER SUBSCRIBERS, EXTERNAL TRADING PARTNERS AND VENDORS. SUBSCRIBER ACKNOWLEDGES THAT ALL TRANSACTIONS RELATING TO ANY MERCHANDISE OR SERVICES OFFERED BY ANY PARTY, INCLUDING, BUT NOT LIMITED TO THE PURCHASE TERMS, PAYMENT TERMS, WARRANTIES, GUARANTEES, MAINTENANCE AND DELIVERY TERMS RELATING TO SUCH TRANSACTIONS, ARE AGREED TO SOLELY BETWEEN THE SELLER OR PURCHASER OF SUCH MERCHANDISE AND SERVICES AND THE SUBSCRIBER.
ADROITLOGIC MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SERVICE, AND SUBSCRIBER UNDERSTANDS AND AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT THE SUBSCRIBERS OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY ADROITLOGIC OR ANY OTHER OF OUR AFFILIATES.
13 Limitation of Liability
ADROITLOGIC AND ITS AFFILIATES WILL NOT BE LIABLE TO THE SUBSCRIBER OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NEITHER ADROITLOGIC NOR ANY ITS AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:
(i) SUBSCRIBER'S INABILITY TO USE THE SERVICE AND/OR SOFTWARE, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR SUBSCRIBER'S USE OF THE SERVICE AND/OR SOFTWARE;
(ii) ADROITLOGICS DISCONTINUATION OF PROVIDING THE SERVICE AND/OR SOFTWARE;
(iii) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE AND/OR SOFTWARE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS;
(iv) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICE OR SOFTWARE;
(v) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY SUBSCRIBER IN CONNECTION WITH THIS AGREEMENT OR SUBSCRIBER'S USE OF OR ACCESS TO THE SERVICE AND/OR SOFTWARE; OR
(vi) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF SUBSCRIBER'S DATA.
FURTHER, ADROITLOGIC SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED OR TRADED THROUGH THIS SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SERVICE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ADROITLOGIC'S AND ITS AFFILIATES MAXIMUM AGGREGATE LIABILITY TO THE SUBSCRIBER FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT ACTUALLY PAID, IF ANY, BY THE SUBSCRIBER TO ADROITLOGIC FOR THE USE OF THE SERVICE IN THE THREE (3) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) ONE HUNDRED DOLLARS ($100).
AdroitLogic will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
The Service is hosted in the United States and controlled by AdroitLogic, from its offices within Singapore or its Affiliates. AdroitLogic makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. Subscriber may not use the Service if the Subscriber is a resident of a country embargoed by the United States, or is a foreign person or entity blocked or denied by the United States government.
This Agreement is governed by the laws of the Republic of Singapore, and the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore.
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.