THIS JUSTPERFORM SAAS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERN CUSTOMER'S USE OF JUSTPERFORM PLATFORM1 (“JUSTPERFORM”) AND OTHER ANCILLARY SERVICES PROVIDED BY JUSTPERFORM.
BY EXECUTING AN ORDER SCHEDULE THAT REFERENCES THIS AGREEMENT, THE CUSTOMER (“CUSTOMER”) AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
This Agreement was last updated on October 09, 2022 and will be effective upon execution of the first Order Schedule between the Parties (the “EffectiveDate”).
In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:
In consideration of the rights granted herein, Customer shall pay the Subscription Fees as specified in the applicable Order Schedule. JustPerform may increase the Subscription Fees upon any subsequent or additional renewal term. Unless otherwise set forth in the applicable Order Schedule, Customer agrees to pay the applicable Subscription Fees within thirty (30) days of the date of the applicable invoice. In addition to any other remedies, JustPerform may have hereunder or at law, any payments more than thirty (30) days after the date of the invoice will be subject to a late payment fee of 15% per year, or the maximum rate allowed by law, whichever is lower. This Agreement and Customer's access to the JustPerform Service may be suspended or terminated if Customer's account falls into arrears for more than 90 days. Such Suspension or termination will not relieve Customer's obligation to pay amounts due. Payment obligations are non-cancellable during the Subscription Term and fees paid are non-refundable in any circumstances.
Unless otherwise set forth in an applicable Order Schedule, all amounts due hereunder shall be paid in United States Dollars (USD). All amounts payable under this Agreement are exclusive of any applicable transportation charges, or any sales, use, value-added, withholding, goods and services, and other taxes and duties and Customer will pay or reimburse all taxes and duties assessed in connection with this Agreement by any authority.
Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the foregoing, no transfer or assignment of the party's respective rights hereunder shall be effective unless and until (1) Customer has paid all the amounts due hereunder, and (2) the purported assignee agrees in writing to be bound by all the obligations of the assigning party hereunder.
Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by registered mail, return receipt requested, (c) sent by overnight air courier, or (d) by e-mail, in each case forwarded to the appropriate address of the Parties.
This Exhibit describes the principles and architecture of the security and privacy related audits and certifications received for, and the administrative, technical, and physical controls applicable to the JustPerform Service. The Exhibit is effective between JustPerform and the entity that has executed the Agreement that explicitly refers to this Exhibit while such Agreement remains in effect between the parties. Capitalized terms in this Exhibit shall have the meaning assigned to them in the Agreement unless otherwise defined herein.
JustPerform emphasizes the following principles in the design and implementation of its security program and practices.
JustPerform shall maintain an effective security program, consisting of industry best practices, which includes having:
All JustPerform Service, including firewalls, routers, network switches and operating systems, log information to their respective system log facility and to a centralized syslog server. All data access by Customer is monitored and logged. All data changes by Customer are monitored and logged. Logging will be kept for a minimum of 365 days. Logging will be kept in a secure area to prevent tampering.
JustPerform use industry-standard encryption products to protect Customer Data and communications during transmissions between Customer's network and JustPerform, including management of public keys. All data in transit between Customer and JustPerform is encrypted using HTTPS/TLS. Data at rest is stored in a unique non-readable binary format and subject to AES 256-bit full disk encryption.
Maintenance is carried out during scheduled maintenance hours. Maintenance is most used for new version releases, typically every 4-6 weeks, but may be performed for other updates or on a different frequency.
Fully documented change management procedures are followed for all changes and enhancement for Software Applications. All configuration changes are tracked and managed through a written ticketing system and require approval from JustPerform's Change Review Board.
JustPerform maintains incident management policies and procedure describing the roles and responsibilities of the Support, TechOps, Security and Engineering teams and other functional groups. Escalations between the teams are determined based on the nature of issue (infrastructure, security, application, or customer model), duration of issue, and/or scope of issue. A root cause analysis is performed after an issue is resolved.
JustPerform reserves the right to update this Exhibit from time to time with prior notice in writing to Customer, provided that no such update will materially and adversely diminish the overall security of JustPerform Service during the Subscription Term. In the event the update materially and adversely diminishes the overall security of JustPerform Service, such update shall be subject to mutual agreement of both the Parties.
This Service Level Agreement (“SLA”) describes JustPerform availability and support service level policies for use of the JustPerform Service under the terms of the Agreement. The SLA is effective between JustPerform and the Customer that has executed a JustPerform SAAS Subscription Agreement (“Agreement”) while such Agreement remains in effect between the parties. Capitalized terms in this SLA shall have the meaning assigned to them in the Agreement unless otherwise defined herein.
JustPerform will use commercially reasonable efforts to maintain a Service Availability Percentage at or above 99.5% for a given calendar month. Service Availability means the ability to login to the JustPerform Service (production site) via the “launchpad” login page and, once logged in, the ability to launch a model, input data, perform calculations, and import/export data via JustPerform's documented APIs (taking into account potential service interruptions or degradation arising from import, export and processing of large data sets, simultaneous requests on the same data sets by different users, and complex calculations).
The Service Availability Percentage is calculated monthly as follows:
Service Availability Percentage = (Actual Service Availability / Planned Service Availability) * 100
Actual Service Availability means total minutes of Planned Service Availability in a calendar month minus minutes of unavailability for any reason other than Permitted Outages.
Planned Service Availability means total minutes in a calendar month minus minutes of Scheduled Maintenance
means unavailability due to: (1) scheduled maintenance during maintenance hours (not to exceed four hours per week, beginning at 1 p.m. Pacific Standard/Daylight Time on Saturdays, or at another time with at least seven (7) days prior notice from JustPerform) (“Scheduled Maintenance”); (2) emergency maintenance due to factors outside of JustPerform's control that could not have been reasonably anticipated by JustPerform and that reasonably require prompt action to protect the integrity and/or security of Customer Data, Confidential Information or the JustPerform Service; and (3) due to a general failure of Internet connectivity outside of JustPerform's reasonable control.
Subject to Customer's compliance with the terms and conditions of the Agreement, JustPerform will respond to support requests as provided in this SLA and the Agreement and use commercially reasonable efforts to promptly resolve each request. Customer may submit support cases to JustPerform through the following channels:
JustPerform Incident Management System
Telephone: +65 6708 8303 (English only. JustPerform may respond to requests in other languages on an as-available basis.). JustPerform recommends telephone reporting for the quickest response, particularly on Severity 1 issues.
Customer may view outstanding tickets and issues that are being worked on by JustPerform support personnel, along with each ticket's history, by accessing an Authorized User's individual profiles from within the JustPerform Service.
Customer shall reasonably recommend to JustPerform an appropriate Severity Level designation based on the definitions below. JustPerform's initial response time will be based on Customer's reported Severity Level. Thereafter, JustPerform may validate Customer's Severity Level designation and will notify Customer of a change in the Severity Level designation with justification for the change. The parties may escalate conflicts in Severity Level designation for resolution through consultation between the parties' management, during which time the parties shall continue to handle the support issue in accordance with JustPerform's Severity Level designation.
JustPerform will use commercially reasonable efforts to adhere to the following response times forthe first contact initiated by a JustPerform support representative.
|Fatal. Critical error preventing any useful work from being done. Includes issues affecting all users and a complete loss of system availability where no workaround is available.
|Severe Impact. Persistent error affecting many users that prevents major functions from being performed or that severely degrades performance, with no reasonable workaround available.
|Degraded Impact. Error affecting some, but not all users, disabling only certain non-essential functions. Workaround available for short term, but not suitable for long term
|Minimal Impact. Routine technical issues, errors affecting a small number of users, and other issues with no immediate impact on day-to-day operations, or where a reasonable workaround is available.
JustPerform will provide technical assistance in support of the JustPerform Service in accordance with the Agreement and as described in this Exhibit. Model-building questions or requests for assistance in designing or building JustPerform models or parts of models or formula help may require an appointment with a JustPerform Customer Success representative, which may be subject to an additional fee. JustPerform is not responsible for configuring or diagnosing problems in any other part of the Customer's technical infrastructure.
Justperform's ability to provide support depends on Customer's compliance with the Agreement, participation of knowledgeable Customer representatives that provide accurate and detailed information sufficient for JustPerform to reproduce the reported error, and Customer's response to JustPerform communications in a timely manner. JustPerform is not obligated to provide support for issues related to network unavailability due to reasons beyond JustPerform's control including emergency updates to address security, privacy, legal, regulatory, or third-party hardware or software issues not reasonably foreseeable by JustPerform or within Justperform's direct control. JustPerform reserves the right to update support policies from time to time, provided that no such update will materially and adversely diminish Customer's rights to support services as provided herein.