TWENTY20 CONSTRUCTION CLOUD
END USER LICENSE AGREEMENT (EULA) V1.1.2018
By subscribing to Twenty20 Construction Cloud (the "Services") provided by Hindsight Technologies LLC and its affiliates (collectively, "Hindsight") in relation with all versions of Twenty20 Construction Cloud (the "Software"), you (the "Customer") are agreeing to be bound by the following terms and conditions (the "Agreement").
1. Term of the Agreement
The duration of the Agreement (hereafter the “Term”) shall be minimally one (1) year or as otherwise specified on the Agreement starting on the date of the signature of the Agreement. It is automatically renewed for one year, or as otherwise specified and agreed to by both parties in writing. Either party may terminate the renewal by notifying the other party at least 30 days prior to the termination of the current agreement y registered mail to the other party.
Any active user account with access to the Software in create and/or edit mode. Deactivated user accounts and accounts used by external people (or systems) who only have limited access to the Software through the portal facilities (known as "Portal Users" or “Collaboration Users”) are not counted as Users
A Bug is considered any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Hindsight (typically, when the Software does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore).
2.3 Confidential information
"Confidential Information" means all information designated as such by either party in writing together with all other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party, or information which may reasonably be regarded as the confidential information of the disclosing party.
3. Access to Software
This Software can only be used (executed, modified, executed after modifications) with a valid Software Subscription for the correct number of users.
You may develop modules based on the Software and distribute them under the license of your choice, provided that it is compatible with the terms of the Software License (For example: LGPL, MIT, or proprietary licenses similar to this one).
It is forbidden to publish, distribute, sublicense, or sell copies of the Software or modified copies of the Software.
The above copyright notice and this permission notice must be included in all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM,DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE,ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
Notwithstanding the above, the Customer commits to wholly preserve the integrity of the Software code that is required to verify the validity of usage of the Software, and collects statistics that are needed for that purpose, including but not limited to the running of an instance, the number of registered and active users, and other data that may be required.
The Customer understands that his instance(s) need(s) to be connected to the Internet at least once a month so that the validity of his instance(s) can be tested against his Software contract by exchanging key data between the Hindsight servers and the Customer’s instance(s). Hindsight commits not to disclose individual (ie. named) figures to third parties without the agreement of the Customer. Hindsight also commits to give appropriate notice of at least 15 days, in the software, should a divergence be found between contract data and what is returned by the Customer’s instance(s) before taking actions.
4.1Bug Fixing Service
For the duration of this Agreement, Hindsight commits to making all reasonable efforts to remedy any Bug of the Software submitted by the Customer through the appropriate channel (typically, Hindsight service desk, email address, or website form), and to start handling such Customer submissions within 2 business days.
The Customer understands that Bugs caused by a modification or extension that is not part of the official Software will not be covered by this service.
Both parties acknowledge that as specified in the license of the Software and in the liability section of this Agreement, Hindsight cannot be held liable for Bugs in the Software.
4.2 Support Service
Support Scope For the duration of this Agreement, Hindsight offers a support service, with an unlimited number of tickets for bugs and functional questions: how to use and configure the Software for your specific needs.
This support service does not include support to customize the Software, develop new modules, or perform specific actions on your database on your behalf. (e.g. recording data, or configuring the system for you). Those services can be offered in extra through our professional services group and quoted independently of the Software Agreement.
Support Service Support issues should be submitted online on https://twenty20hindsight.com/help. In case of emergency, you can call our support teams directly for a real time answer.
Our support teams are split across 2 continents in India (Ahmedabad) and United States (Arizona and Pennsylvania). Support is offered during normal business hours 8am - 5pm Arizona time Monday - Friday excluding legal holidays in the respective countries.
No guarantees are provided on the time to qualify or close a support ticket, it's based on our best efforts. But 95% of the tickets are qualified within 2 open days, and 90% of the critical bugs (when a user can not work on the system anymore) are processed within 2 hours.
Database Security Customer data is stored in a dedicated database - no sharing of data between clients. Data access control rules implement complete isolation between customer databases running on the same cluster, no access is possible from one database to another.
Password Security Customer passwords are protected with industry-standard PBKDF2+SHA512 encryption (salted + stretched for thousands of rounds). Hindsight staff does not have access to your password, and cannot retrieve it for you, the only option if you lose it is to reset it Login credentials are always transmitted securely over HTTPS.
System Security All web connections to client instances are protected with state-of-the-art 256-bit SSL encryption. All our SSL certificates use robust 2048-bit modulus with full SHA-2 certificates chains. Our servers are kept under a strict security watch, and always patched against the latest SSL vulnerabilities, enjoying Grade A SSL ratings at all times. All Hindsight online servers are running hardened Linux distributions with up-to-date security patches. Installations are ad-hoc and minimal to limit the number of services that could contain vulnerabilities (no PHP/MySQL stack for example). Only a few trusted Hindsight engineers have clearance to remotely manage the servers - and access is only possible using SSH key pairs (password authentication disallowed) Firewalls and intrusion counter-measures help prevent unauthorized access. Automatic Distributed Denial of Service (DDoS) mitigation is implemented in US data centers.
Staff Access Hindsight helpdesk staff may sign into your account to access settings related to your support issue. For this they use their own special staff credentials, not your password (which they have no way to know). This special staff access improves efficiency and security: they can immediately reproduce the problem you are seeing, you never need to share your password, and we can audit and control staff actions separately! Our Helpdesk staff strives to respect your privacy as much as possible, and only access files and settings needed to diagnose and resolve your issue Physical Security
5.1 Standard charges
The standard charges for the Software Online subscription, the Bug Fixing Service, Security Advisories Service and the Upgrade Service are based on the number of Users and applications used by the Customer, and specified in writing at the signature of the Agreement.
When during the Term, the Customer has more Users or applications than specified at the time of signature of this Agreement, the Customer agrees to pay an extra fee equivalent to the applicable list price (at the beginning of the Term) for the additional Users and applications, for the remainder of the Term.5.2 Renewal charges
5.2 Renewal Charges
Upon renewal as covered in section 1 Term of the Agreement, if the per-User charges applied during the previous Term are lower than the most current applicable per-User list price, the per-User charges will increase by up to 7% per year unless otherwise specified in writing by Hindsight.
5.3 Charges for CUSTOMIZATIONS AND/OR CUSTOMIZATION UPGRADES
The charge for the customization (not included in the Twenty20 Construction Cloud) is $1,000 per 1,000 Lines of Code, exclusive of all taxes.
6. Conditions of Services
6.1 Customer Obligations
Customer agrees that he shall:
immediately notify Hindsight if the actual number of Users and/or Apps, exceeds the numbers corresponding to the Agreement and shall pay the difference for the remaining period of the Agreement;
appoint one (1) dedicated customer contact person for the entire duration of the Agreement;
take all measures necessary to protect Customer’s files and databases and to ensure Customer’s data is safe and secure, including prior to any intervention by Hindsight. Hindsight accepts no liability for any loss of data or security breaches;
authorize Hindsight to access Customer’s IT systems to measure the accuracy of the number of Apps and Users declared by Customer under this Agreement. If results indicate that Customer is not in compliance with its obligations under the Agreement, the Customer shall remediate within 30 days by paying the appropriate fees in full based on the retroactively measured number of Apps and Users.
Customer acknowledges and agrees that all contracts, forms, proposals and reports that are included in the Software are for reference only. The Customer is fully responsible for the actual contracts being sent and will not hold Hindsight or its affiliates or agents accountable. Hindsight accepts no liability for the contracts, forms and other communications that are sent via Twenty20 Construction Cloud.
Upon completion of section Error: Reference source not found “Error: Reference source not found”, Customer has to return the signed Agreement to Hindsight via email to firstname.lastname@example.org or by surface mail to Hindsight , PO Box 642 Queen Creek Arizona 85142
6.2 Charges and Other Financial Provisions
Customer shall pay Hindsight the applicable annual fees for the Software and Services in the present Agreement based on the number of Users and Apps. Services are invoiced at the beginning of the Agreement Term. Payments are due in full per the payment conditions specified on the corresponding invoice no later than 30 days after the new contract has begun.
6.3 No Soliciting
Except where the other party gives its consent in writing, each party, its agents, wholly or partially owned subsidiaries and representatives, agrees not to solicit or offer employment to any employee of the other party who is involved in performing the services under this Agreement for the duration of the Agreement and for a period of twelve (12) months from the date of termination or expiration of this Agreement, In case of any breach of the conditions of this section, the defaulting Party shall pay to the other Party a sum equivalent to 18 months of the gross salary of the employee hired as a result of such solicitation, or ($) 75,000.00 USD whichever is greater. The Parties agree that such amount is fair and reasonable and accurately reflects the reasonable value of the non-defaulting Party’s recruiting, training, and educational expenses associated with the replacement of such employee.
Unless the Customer notifies Hindsight, Customer grants to Hindsight a non-transferable, non-exclusive license to reproduce and display Customer’s name, logos and trademarks solely for the purpose of referring to Customer as a HIndsight customer on Twenty20 Construction Cloud websites, in press releases and in other marketing materials.
In the event that either Party fails to fulfill any of its obligations arising hereunder, and if such breach has not been remedied within thirty (30) calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party. Further, Hindsight may terminate the Agreement immediately in the event Customer fails to pay the applicable annual fees for the Services within the due date specified on the corresponding invoice.
Hindsight warrants that it will use commercially reasonable efforts to perform the Services in accordance with the generally accepted industry standards and further provided that:
theSoftware code has not been modified, changed, or altered;
if installed locally, the Customer’s IT systems are in good operational order and the Software is installed in a suitable operating environment;
the Customer provides adequate troubleshooting information and access so that Hindsight can identify, reproduce and address problems; and
all amounts due to Hindsight have been paid. Customer's sole and exclusive remedy and Hindsight only obligation for any breach of the foregoing warranty is for Hindsight to perform again the services at no additional charge.
There are no other warranties of any kind, whether express or implied or statutory. Hindsight does not warrant that the App or module, or the service complies with any local or international law or regulations. Customer shall be solely responsible for monitoring, enforcing and complying with any law or regulation applicable for its business.
Repeated... Customer acknowledges and agrees that all contracts, forms, proposals and reports that are included in the Software are for reference only. The Customer is fully responsible for the actual contracts being sent and will not hold Hindsight or its affiliates or agents accountable. Hindsight accepts no liability for the contracts, forms and other communications that are sent via Twenty20 Construction Cloud.
6.7 Limitation of Liability
To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.
In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates' remedy otherwise fails of its essential purpose.
In the event that either party obtains access to the Confidential Information of the other party in the course of performing under this Agreement, the party obtaining such information shall maintain the confidentiality of such information in the same manner it maintains the confidentiality of its own similar Confidential Information, but in no event with less than reasonable care.
6.9 Force Majeure
Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay is caused by governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.
7.0 General Provisions
7.1 Governing Law
Both parties agree that the laws of Arizona, USA will apply, should any dispute arise out of or in connection with this Agreement, without regard to choice or conflict of law principles. To the extent that any lawsuit or court proceeding is permitted herein above, both parties agree to submit to the sole jurisdiction of the Phoenix Arizona court for the purpose of litigating all disputes.o
In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Customer and Hindsight undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.