ATPM Cloud Platform Terms - ATPM TECHNO

These AMIR TECHNOLOGICAL PROJECTS MANAGEMENT LLC (ATPM) Cloud Platform Terms of Service (together, the “Agreement”) are entered into by ATPM and the entity or person agreeing to these terms (“Customer”) and govern Customer’s access to and use of the Services. “ATPM” has the meaning given at https://atpm.ae/terms

This Agreement is effective when Customer clicks to accept it (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

1. Provision of the Services.

1.1 Services Use. During the Term, ATPM will provide the Services in accordance with the Agreement, including the SLAs, and Customer may use the Services, and integrate the Services into any Customer Application that has material value independent of the Services, in accordance with the Agreement.

1.2 Admin Console. Customer will have access to the Admin Console, through which Customer may manage its use of the Services. Additional changes will apply for Admin Console setup.

1.3 Accounts. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. ATPM has no obligation to provide multiple accounts to Customer.

1.4 Modifications.

(a) To the Services. ATPM may make commercially reasonable updates to the Services from time to time. ATPM will inform Customer if ATPM makes a material change to the Services that has a material impact on Customer’s use of the Services provided that Customer has subscribed with ATPM to be informed about such change.

(b) To the Agreement. ATPM may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by ATPM, material changes to the Agreement will become effective 7 days after they are posted, except to the extent the changes apply to new functionality in which case they will be effective immediately. ATPM will provide at least 30 days’ advance notice for materially adverse changes to any SLAs by (i) sending an email to the Notification Email Address; (ii) posting a notice in the Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, Customer may stop using the Services. Customer may also terminate this Agreement for convenience under Section 8.4 (Termination for Convenience). Customer’s continued use of the Services after such material change will constitute Customer’s consent to such changes. ATPM will post any modification to this Agreement to https://atpm.ae/terms.

(c) To the Data Processing and Security Terms. ATPM may only change the Data Processing and Security Terms where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the Data Processing and Security Terms, or where such change

(i) is commercially reasonable;

(ii) does not result in a degradation of the overall security of the Services;

(iii) does not expand the scope of or remove any restrictions on ATPM processing of Customer Personal Data, as described in the Scope of Processing Section of the Data Processing and Security Terms; and

(iv) does not otherwise have a material adverse impact on Customer’s rights under the Data Processing and Security Terms.

If ATPM makes a material change to the Data Processing and Security Terms in accordance with this Section, ATPM will post the modification to the URL containing those terms.

(d) Discontinuation of Services. ATPM will notify Customer at least 12 Days before discontinuing any Service (or associated material functionality) unless ATPM replaces such discontinued Service or functionality with a materially similar Service or functionality. Further, ATPM will notify Customer at least 12 Days before significantly modifying a Customer-facing portal in a backwards-incompatible manner. Nothing in this Section 1.4(d) (Discontinuation of Services) limits  ATPM ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden. This Section 1.4(d) (Discontinuation of Services) does not apply to pre-general availability Services, offerings, or functionality.

1.5 Software. ATPM may make Software available to Customer, including third-party software. Customer’s use of any Software is subject to the applicable provisions in the Service Specific Terms.

1.6 Service Specific Terms and Data Processing and Security Terms. The Service Specific Terms and Data Processing and Security Terms are incorporated by this reference into the Agreement.

2. Payment Terms.

2.1 Online Billing. At the end of the applicable Fee Accrual Period or as otherwise stated by ATPM in the Admin Console, ATPM will issue an electronic bill to Customer for all charges based on Customer’s use of the Services during the applicable Fee Accrual Period (including, if applicable, the relevant Fees). Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment,  ATPM will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and ATPM agrees), all Fees are due as stated in the invoice. Customer’s obligation to pay all Fees is non-cancellable. ATPM’s measurement of Customer’s use of the Services is final. ATPM has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by ATPM. If Customer has entered into the Agreement with ATPM Commerce Limited, ATPM may collect payments via Network n-genius. 

2.2 Taxes.

(a) Customer is responsible for any Taxes, and Customer will pay ATPM for the Services without any reduction for Taxes. If ATPM is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to ATPM.

(b) If required under applicable law, Customer will provide ATPM with applicable tax identification information that ATPM may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse ATPM for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

2.3 Invoice Disputes & Refunds. Any invoice disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to ATPM, ATPM will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, ATPM will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 14 days after the invoice date. No Refunds policy is available under policy.

2.4 Delinquent Payments; Suspension. Late payments may bear interest at the rate of 2.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by ATPM in collecting such delinquent amounts. If Customer is late on payment for the Services, ATPM may Suspend the Services or terminate the Agreement for breach under Section 8.2 (Termination for Breach).

2.5 No Purchase Order Number Required. Customer is obligated to pay all applicable Fees without any requirement for ATPM to provide a purchase order number on ATPM’s invoice (or otherwise).

Customer Obligations

3.1 Compliance. Customer will (a) ensure that Customer and its End Users’ use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify ATPM of any unauthorized use of, or access to, the Services, Account, or Customer’s password of which Customer becomes aware. ATPM reserves the right to investigate any potential violation of the acceptable use policy (AUP) by Customer, which may include reviewing Customer Applications, Customer Data, or Projects.

3.2 Privacy. Customer is responsible for any consents and notices required to permit (a) Customer’s use and receipt of the Services and (b) ATPM’s accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.

3.3 Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications, Accounts, or Projects to simulate or act as a single Customer Application, Account, or Project (respectively)) or to circumvent Service-specific usage limits or quotas; (iv) to engage in cryptocurrency mining without ATPM’s prior written approval; (v) to operate or enable any telecommunications service or in connection with any Customer Application that allows Customer End Users to place calls or to receive calls from any public switched telephone network, unless otherwise described in the Service Specific Terms; (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA.

3.4 Documentation. ATPM may provide Documentation for Customer’s use of the Services.

3.5 Copyright. ATPM provides information to help copyright holders manage their intellectual property online, but ATPM cannot determine whether something is being used legally without input from the copyright holders. ATPM will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. If Customer believes a person or entity is infringing Customer’s or its End User’s copyrights and would like to notify ATPM, Customer can find information about submitting notices, and ATPM’s policy about responding to notices, at https://atpm.ae/policy.

Suspension

4.1 AUP Violations. If ATPM becomes aware that Customer’s or any Customer End User’s use of the Services violates the AUP, ATPM will give Customer notice of the violation by requesting that Customer correct the violation. If Customer fails to correct the violation within 24 hours of ATPM’s request, then ATPM may Suspend all or part of Customer’s use of the Services until the violation is corrected.

4.2 Other Suspension. Notwithstanding Section 4.1 (AUP Violations), ATPM may immediately Suspend all or part of Customer’s use of the Services if (a) ATPM believes Customer’s or any Customer End User’s use of the Services could adversely impact the Services, other customers’ or their end users’ use of the Services, or the ATPM network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) ATPM believes it is required to Suspend immediately to comply with applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions). ATPM will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, unless prohibited by applicable law, ATPM will notify Customer of the basis for the Suspension as soon as is reasonably possible.

5. Intellectual Property Rights; Protection of Customer Data; Feedback; Benchmarking.

5.1 Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Customer Applications, and ATPM owns all Intellectual Property Rights in the Services and Software.

5.2 Protection of Customer Data. ATPM will only access or use Customer Data to provide the Services and TSS to Customer or as otherwise instructed by Customer and will not use it for any other ATPM products, services, or advertising. ATPM has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Data Processing and Security Terms.

5.3 Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to ATPM (info@atpm.ae). If Customer provides Feedback, then ATPM and its Affiliates may use that Feedback without restriction and without obligation to Customer.

5.4 Benchmarking. Customer may conduct benchmark tests of the Services (each a “Test”). Customer may only publicly disclose the results of such Tests if it (a) obtains ATPM’s prior written consent, (b) provides ATPM all necessary information to replicate the Tests, and (c) allows ATPM to conduct benchmark tests of Customer’s publicly available products or services and publicly disclose the results of such tests. Notwithstanding the foregoing, Customer may not do either of the following on behalf of a hyperscale public cloud provider without ATPM’s prior written consent: (i) conduct (directly or through a third party) any Test of the Services or (ii) disclose the results of any such Test.

6. Technical Support Services.

6.1 By Customer. Customer is responsible for technical support of its Customer Applications and Projects.

6.2 By ATPM. Subject to payment of applicable support Fees, ATPM will provide TSS to Customer during the Term in accordance with the TSS Guidelines. Certain TSS levels include a minimum recurring Fee.. If Customer downgrades its TSS level during any calendar month, ATPM may continue to provide TSS at the same level and TSS Fees before the downgrade for the remainder of that month.

7. Confidential Information.

7.1 Obligations. The recipient will only use the disclosing party’s Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.

7.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to (a) promptly notify the other party of such disclosure before disclosing and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

TERMS & TERMINATION

8.1 Agreement Term. The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section 8 (Term and Termination).

8.2 Termination for Breach. Either party may terminate this Agreement if (a) the other party is in material breach of the Agreement and fails to cure that breach within 7 days after receipt of written notice or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

8.3 Termination for Inactivity. ATPM reserves the right to terminate the provision of the Services to a Project upon 7 days’ advance notice if, for a period of 30 days (a) Customer has not accessed the Admin Console or the Project has had no network activity and (b) such Project has not incurred any Fees for such Services.

8.4 Termination for Convenience. Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. ATPM may terminate this Agreement for its convenience at any time within 7 days’ prior written notice to Customer.

8.5 Effect of Termination. If the Agreement is terminated, then (a) all rights and access to the Services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement, and (b) all Fees owed by Customer to ATPM are immediately due upon receipt of the final electronic bill or as set forth in the final invoice.