These Terms and Conditions govern access to and use of Eemaan’s products and services.
1. DEFINITIONS
1.1. “Authorized User”: An end-user, employee, or contractor affiliated with the Client, authorized to access the Product as outlined in Section 5.4.
1.2. “Affiliate”: Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. “Control” refers to the ability to direct management and policies of an entity.
1.3. “Documentation”: User manuals and operator instructions for the Hosted Applications and Services provided by Eemaan to the Client in any format.
1.4. “Fees”: Charges for the Product as specified in the Work Order.
1.5. “Hosted Applications and Services”: Eemaan’s software applications and services listed in the Work Order, subject to mutual written agreement of any revisions.
1.6. “Intellectual Property Rights”: All intellectual property rights including patents, copyrights, trademarks, trade secrets, and related documentation.
1.7. “Product”: The Hosted Applications and Services, along with Documentation, provided by Eemaan under this Agreement.
1.8. “Subscription Term”: The duration specified in the Work Order during which the Client has access to Eemaan’s Product.
1.9. “Work Order”: A mutually executed document detailing the Hosted Applications and Services provided by Eemaan.
2. PRODUCT
Eemaan will provide the Client access to the Product as outlined in the Work Order. The Client agrees to pay Fees during the Subscription Term unless lawfully terminated as per this Agreement. If the Client cancels before the Subscription Term ends, they remain liable for Fees unless termination is in accordance with Section 4.3. The Work Order is incorporated into this Agreement and, in case of conflict, the Work Order prevails.
3. OWNERSHIP
The Client holds no ownership rights to the Product. The Client is granted a license to use the Product as described in Section 5 while this Agreement is active. All ownership and Intellectual Property Rights remain with Eemaan. Any use of Eemaan’s Product or proprietary property by others is strictly prohibited. Eemaan acknowledges that any Client Data generated or input by the Client remains the exclusive property of the Client. Eemaan may use de-identified Client Data for analysis and reporting. No alterations to the Product may be made without prior written consent from Eemaan.
4. SUBSCRIPTION TERM; TERMINATION
4.1. This Agreement commences upon the Subscription Term specified in the Work Order and automatically renews annually unless either party provides written notice of non-renewal at least thirty (30) days before the current term ends.
4.2. Either party may terminate this Agreement if the other fails to remedy a material breach within thirty (30) days of written notice.
4.3. The Client may terminate this Agreement prior to the Subscription Term’s end by providing ninety (90) days’ written notice.
4.4. Upon expiration or termination, Eemaan will deliver a recent backup of Client Data in an industry-standard format at a cost of $5,000, payable per Section 6.1, within thirty (30) days.
5. LICENSE
5.1. Eemaan grants the Client a revocable, non-exclusive, non-transferable license to use the Product during the Subscription Term, subject to this Agreement.
5.2. The license allows the Client to use the Product internally, access it via web browsers, and utilize its content online.
5.3. The license applies to the Product as it exists at the Agreement’s effective date or as modified by Eemaan.
5.4. The license extends to Authorized Users designated by the Client as outlined in the Work Order.
6. PAYMENT
6.1. Eemaan will invoice the Client for Fees as detailed in the Work Order. All fees are in U.S. Dollars.
6.2. All fees are non-refundable, including in the event of Client-initiated termination except as specified in Section 4.2.
7. UNAVAILABILITY OF SERVICE
Unless specified otherwise in the Work Order, the Product will be available 24/7, except for scheduled maintenance or unforeseen circumstances. Eemaan will provide at least seven (7) days’ notice for maintenance. The Client’s sole remedy for service interruption exceeding eight (8) hours due to specified causes will be a credit against future Fees.
8. RULES AND REGULATIONS
8.1. The Client agrees to use the Product lawfully and for internal purposes only. Unauthorized actions include:
- Decompiling or reverse-engineering the Product.
- Removing proprietary notices.
- Distributing the Product to third parties.
- Selling or transferring access to the Product.
- Using the Product for illegal activities.
8.2. Eemaan reserves the right to monitor usage to comply with applicable laws.
9. MISUSE OF LOG-IN INFORMATION
9.1. The Client will implement policies to prevent unauthorized disclosure or misuse of log-in information.
9.2. Non-compliance may result in termination of this Agreement.
9.3. The Client must notify Eemaan of any unauthorized use of access credentials.
10. CONFIDENTIAL INFORMATION
10.1. “Confidential Information” includes all materials related to the Product and the terms of this Agreement. Both Parties must protect this information from unauthorized disclosure.
10.2. Confidential Information does not include information that becomes public through no fault of the receiving Party.
10.3. Any unauthorized disclosure must be reported immediately.
10.4. Eemaan will assist the Client with audits related to Confidential Information at the Client’s expense.
10.5. Unauthorized disclosure may result in irreparable harm, justifying injunctive relief.
11. WARRANTIES
11.1. Eemaan warrants it has the authority to enter this Agreement and will provide the Product professionally and in compliance with applicable laws.
11.2. The Client warrants it has the authority to enter this Agreement and will use the Product as authorized.
12. DISCLAIMER
Eemaan disclaims any implied warranties and provides the Product “as is.” Eemaan does not guarantee error-free operation.
13. LIMITATION OF LIABILITY
13.1. Eemaan’s liability is limited to the amount paid by the Client.
13.2. The Client’s sole remedy for breaches by Eemaan is termination and refund of any prepaid amounts.
14. TAXES
The Client is responsible for all applicable taxes except Eemaan’s income taxes.
15. NON-SOLICITATION
Neither Party may recruit or solicit employees involved in this Agreement for two (2) years after its termination.
16. GENERAL PROVISIONS
16.1. Force Majeure: Neither Party is liable for obligations delayed by events beyond their control.
16.2. Notices: Notices must be in writing and delivered as specified.
16.3. Assignment: Neither Party may assign this Agreement without written consent, except as specified.
16.4. No Third-Party Beneficiaries: No rights are granted to third parties.
16.5. Forum: This Agreement is governed by New Jersey law. The prevailing party may recover legal fees.
16.6. Entire Agreement: This document constitutes the entire agreement.
16.7. Section Headings: Headings are for reference only.
16.8. No Waiver: A delay in enforcing rights does not waive them.
16.9. Severability: Invalid provisions do not affect the remainder of the Agreement.
16.10. Counterparts: This Agreement may be executed in multiple counterparts.
Contact Information
For questions about these Terms and Conditions, please contact us at info@eemaan.com.