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- 138 West St, Sandton, Johannesburg, 2031.
- 8375 International dr., Orlando, Fl, 32819
SAAS SUPPLEMENTAL TERMS AND CONDITIONS
Version 1 – Date of release: 22 May 2024
These supplemental terms and conditions (“Supplement”) form part of the agreement for specific Dripcel services (“Agreement”) between Dripcel and the Customer. They apply exclusively to the Dripcel services that reference this Supplement, including any Software as a Service (SAAS) offerings (“Service”), and do not pertain to any other Dripcel product or service.
Capitalized terms are defined in the Glossary below. Terms not defined in this Supplement shall have the meanings assigned to them in the General Terms and Conditions (GTC).
1.1 In addition to Section 2.2 of the GTC, Dripcel grants the Customer a personal, limited, non-exclusive, non-transferable, and non-assignable license to use the Service through its Product Users in object code form and to make the Product available to End Users, all in accordance with this Agreement and the applicable Documentation for the Term of the Agreement.
1.2 Regarding Test Accounts, if applicable, the Customer is granted a restricted, revocable, non-exclusive, non-transferable license to access and use the Service solely for non-productive testing, evaluation, and demonstration purposes during a test term, subject to the Customer’s ongoing compliance with this Agreement. It is understood that no fees are charged to Customers during the test term. The scope of the Customer’s right to use the Service will be determined by Dripcel at its sole discretion and is limited to the Features and Functionalities available in the Test Account of the Product. Dripcel reserves the right to modify the scope of the Customer’s rights at any time.
2.1. The specific Features and Functionalities of the Service are detailed in the Order Form. Should the Customer wish to utilize additional Features and Functionalities beyond what is agreed upon with Dripcel, the Customer may request to purchase Add-Ons at any time. A new Order Form must be signed by both Parties for these Add-Ons. Upon request, Dripcel will inform the Customer of the available Add-Ons and their respective costs.
2.2. Dripcel reserves the right to retroactively charge for any usage of additional Features and Functionalities that exceed the amounts or volume specified in the relevant Order Form. In such cases, Dripcel will issue a correcting invoice, which the Customer must pay in accordance with the payment terms outlined in the Agreement.
3.1. Unless the Customer requests Customized Services for activation, installation, or setup as specified in Section 3.2 below, the Customer is responsible for performing the necessary activation, installation, setup, or software development work to install and integrate the Product into the Customer’s systems. Any such installation or integration must be in accordance with the Documentation or other written instructions provided by Dripcel.
3.2. The Customer may request Dripcel to provide Customized Services, and Dripcel may agree to do so at its discretion. In such cases, the Parties will enter into a Statement of Work that details the scope of the Customized Services and the applicable fees, which may be based on time and materials or a fixed price as agreed upon. These Customized Services will be provided in accordance with this Agreement and the relevant Statement of Work.
3.3. Customized Services are delivered “as is” and are considered accepted by the Customer upon delivery by Dripcel.
4.1. The Customer acknowledges that the Product incorporates specific algorithms and artificial intelligence, and for optimal and seamless functioning, it is the Customer’s responsibility to provide adequate Customer Data. Except for data input by End Users, only Product Users may input Customer Data, adhering to the guidelines set forth in the Documentation.
4.2. The Customer is solely responsible for the accuracy and correctness of Customer Data. Dripcel is not liable for any damages or liabilities resulting from incorrect Customer Data entered into the Product.
4.3. All Customer Data remains the property of the Customer. The Customer grants Dripcel the right to use such Customer Data (including any content and information provided, transmitted, or uploaded through the Service) to fulfill its obligations under this Agreement and to enhance the Service’s functionality and provision. Upon termination or expiration of the Agreement, Dripcel may retain limited plain text snippets of Customer Data solely for technical reasons related to the Product’s functionality. These text snippets will be held in strict confidence and not disclosed to third parties. If these snippets contain Customer Personal Data, Dripcel will anonymize or pseudonymize them to the fullest extent possible.
4.4. The Customer warrants that the Customer Data does not infringe on any third party’s intellectual property rights or other legal rights and does not violate any applicable laws, statutes, or regulations in any jurisdiction.
4.5. The Customer acknowledges and agrees to be solely responsible for the Customer Data distributed or accessible through the Product. Dripcel is not responsible or liable for any such Customer Data. Specifically, the Customer warrants that no Customer Data distributed through the Product: (i) violates any local, state, national, regional, or international laws, statutes, ordinances, or regulations; (ii) is illegal, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of privacy, or racially, ethnically, or otherwise objectionable; (iii) negatively affects Dripcel’s name, reputation, or goodwill.
4.6. The Customer agrees that any violation of this Section 4 allows Dripcel, at its sole discretion, to (i) immediately terminate or suspend access to and use of the Product for material breach without any formalities and without prejudice to any other rights or remedies available to Dripcel under this Agreement or applicable law; and/or (ii) immediately remove or block the offending Customer Data.
5.1. The Customer acknowledges that utilizing the Service requires appropriate hardware, networks, operating systems, data transmission lines, and suitable communication applications and environments.
5.2. The Customer agrees that using the Service may necessitate obtaining rights to use third-party software at the Customer’s expense. This can be achieved by (i) purchasing the right to use such software from Dripcel, provided Dripcel has the right to license it to the Customer, or (ii) directly licensing or acquiring it from the third-party software vendors. If the Customer opts to license such software from Dripcel, the license agreement will be attached to the Order Form. Any third-party software licensed through Dripcel or included in the Service is governed exclusively by the applicable third-party software terms, and any warranties, indemnification, and support provided by Dripcel for the Service do not apply to such third-party software, unless otherwise expressly agreed in writing by Dripcel.
5.3. The Product will be hosted in datacentres operated by Dripcel’s Hosting Partners. The Customer warrants acceptance of the applicable terms and conditions of these Hosting Partners, which will be provided by Dripcel or directly by the Hosting Partner. The Customer acknowledges that these terms may be unilaterally modified by the Hosting Partners.
5.4. Dripcel does not provide any direct, indirect, explicit, or implicit warranty for uninterrupted Service availability, except as specified in an Order Form.
5.5. The Customer acknowledges that the hosting services and Products may be unavailable during planned maintenance periods conducted by Dripcel or its Hosting Partners. Dripcel will endeavor to schedule maintenance outside of Business Days and will notify the Customer of such maintenance as soon as reasonably possible.
5.6. Dripcel and its Hosting Partners reserve the right to perform unplanned maintenance at any time if necessary for security or other urgent reasons. Dripcel and the Hosting Partners shall not be liable for any damages resulting from Service unavailability due to such maintenance.
6.1. Starting from the Effective Date and contingent upon timely payment of all fees, Dripcel will provide third-line Maintenance Services for the Product in the Customer’s production environment, as outlined below.
6.2. When encountering an Incident, the Customer should initially review and assess the issue. If the assessment reveals the Incident is not an Out of Scope Incident, a Product User may report it to Dripcel through web-based ticketing systems (such as “Jira” and “Slack” provided by Dripcel), detailing the Incident as specified by Dripcel. Upon receiving a ticket, Dripcel, at its sole discretion, will determine if the Incident is Out of Scope or not, and Dripcel’s classification will be final. Dripcel reserves the right to charge the Customer for costs incurred in investigating the nature of an Incident on a time and materials basis.
6.3. Maintenance Services do not cover Out of Scope Incidents. However, Product Users may pose questions about the Service, and Dripcel will respond in good faith without any binding commitment.
6.4. For Incidents that are within scope, Dripcel will make every effort to resolve them according to the service level objectives detailed in an appendix to the Order Form. Dripcel may, at its sole discretion, assign a priority level to each Incident.
6.5. For priority 1 and priority 2 Incidents (termed “Severe Incidents”), the Customer must designate one (1) Product User to act as a Single Point of Contact (SPOC) for Dripcel.
6.6. Incidents caused by the following are not covered by Maintenance Services, but the Customer may request Customized Services from Dripcel for an additional fee. These include (but are not limited to): (i) Out of Scope Incidents; (ii) abuse or misuse of the Product; (iii) modifications or additions to the Product not performed or approved by Dripcel; (iv) incorrect installation of a fix by a third party; (v) incorrect configuration not performed or approved by Dripcel; (vi) the use of incorrect data or data structures; (vii) installations other than a supported release; (viii) any environment other than the Customer’s production environment.
6.7. The provisions of this Section do not apply to Test Accounts.
7.1. In addition to the provision in Section 10.1 of the GTC, Dripcel retains sole and exclusive ownership of all Intellectual Property Rights associated with the Product and Services, including any new versions, updates, customizations, enhancements, modifications, or improvements. Aside from the limited license granted under this Supplement, no other rights pertaining to Dripcel’s Intellectual Property Rights are granted or transferred to the Customer under this Agreement. This Agreement does not convey any title, proprietary rights, or Intellectual Property Rights in the Product or Services to the Customer or any third party. The Customer shall not acquire any title, ownership rights, copyrights, Intellectual Property Rights, or other proprietary rights of any nature in the Product or Services. The Customer agrees not to remove, alter, or obscure any proprietary marking, including trademarks or copyright notices, on or in the Product, during its operation, or on media. The Customer shall ensure such proprietary markings are incorporated or reproduced in any permitted back-up or other copies.
7.2. The provisions of Section 7.1 above and Section 10.1 of the GTC regarding intellectual property rights related to the Service equally apply to the Customized Services and any related new versions, updates, upgrades, customizations, enhancements, modifications, or improvements.
7.3. The Customer agrees not to remove, alter, or obscure any proprietary marking, including trademarks or copyright notices, on or in the Service, during its operation, or on media. The Customer shall ensure such proprietary markings are incorporated or reproduced in any permitted back-up or other copies.
The Customer agrees to indemnify, defend, and hold harmless Dripcel, along with its Affiliates, agents, contractors, directors, employees, and representatives, from and against any damages, losses, costs, and expenses, including reasonable attorney fees, arising from or related to Customer Data. This includes, but is not limited to, any infringement of third-party intellectual property rights or other rights by the Customer or End Users.
The provision in Section 6.3 of the GTC applies equally in situations where the Customer breaches or violates the terms and conditions of the Hosting Partner or the applicable third-party software.
The disclaimer in Section 7.5 of the GTC regarding the Service also applies to the Customized Services.
In addition to Section 9.3 of the GTC, Dripcel shall bear no liability, whether in contract or tort, for discontinuing an older version of the Product or for any damages resulting from improper or unauthorized use of the Product.
The provisions within this Supplement that are either expressly stated or implied to continue beyond termination shall remain effective even after the Agreement’s expiration or termination.
In this Supplement, unless otherwise specified, the following definitions will apply:
1.1 “Add-On” refers to the inclusion of additional Features or Functionalities not specified in the applicable Order Form. Dripcel retains the discretion to decide which Features and Functionalities it may offer separately. Upon request, Dripcel will inform the Customer of the available Add-Ons.
1.2 “Business Day” denotes Dripcel’s standard working hours from 8:30 a.m. to 5:30 p.m., Monday through Friday, excluding relevant public holidays.
1.3 “Customer Data” encompasses all proprietary data held by the Customer, which is inputted or uploaded by the Customer, Product Users, or End Users when utilizing the Product, and subsequently processed or stored by Dripcel. This term includes (i) output data resulting from the processing of entered data by the Product, and (ii) meta-data collected by Dripcel concerning the usage of the Product’s outcomes (e.g., click-through rates or the frequency of certain outcomes clicked by End Users). For clarity, Customer Data excludes data generated by the Product or Service itself.
1.4 “Effective Date” is the start date specified in the Order Form.
1.5 “End User” refers to any individual to whom the Product is made available by the Customer, enabling them to use the Product as an end user, such as through channels like web, messaging, or telephone.
1.6 “Features or Functionalities” refer to the specific capabilities included in the Product as detailed in the applicable Order Form. This can encompass (but is not limited to) the number of chatbots, test bots, documents, Product Users, message volumes, communication channels through which the Product can be accessed by End Users, and any other variables specified in the Order Form. Dripcel reserves the right to modify the available Features or Functionalities at any time.
1.7 “Hosting Partner” denotes any provider of hosting services that Dripcel may contract in the future, as will be periodically notified to the Customer.
1.8 “Incident” is defined as any malfunction or failure of the Product.
1.9 “Maintenance Services” refer to the support and maintenance services provided by Dripcel to the Customer concerning the Product, as detailed in Section 6.
1.10 “Out of Scope Incident” refers to an Incident that is unrelated to or not caused by the Product. This includes (but is not limited to) issues arising from malfunctioning interfaces, unsupported data formats, and problems within third-party software.
1.11 “Product User” refers to an individual within the Customer’s organization, such as an employee or contractor, who is authorized by the Customer to access the Product. Their responsibilities include (i) utilizing the Product by entering content (including, but not limited to, Customer Data) and (ii) accessing Maintenance Services. The number of Product Users is limited to the amount specified in the applicable Subscription Plan as detailed in the Order Form.
1.12 “Product” denotes the Product as specified in the Order Form.
1.13 “Customized Services” encompass development, implementation, integration services (including, but not limited to, customizations), Maintenance Services, or other services related to the Product that Dripcel agrees to provide to the Customer as outlined in the Order Form and/or a Statement of Work.
1.14 “Resolution Time” is the timeframe that begins at the end of the Response Time and concludes when Dripcel provides a resolution to an Incident to the Customer.
1.15 “Response Time” is the period starting from when Dripcel begins investigating an Incident and the Incident Report submitted by the Customer, and ending when Dripcel acknowledges in writing that the Incident report has been received and understood.
1.16 “Service” refers to Dripcel’s provision of the Product and relevant Documentation as specified in the Order Form.
1.17 “Statement of Work” is a written document that the Parties may enter into periodically, describing the Customized Services that Dripcel is to provide in connection with the Service.
1.18 “Test Account” refers to an account with limited Features and Functionalities (as determined by Dripcel at its sole discretion) that a Customer subscribes to free of charge, available only for a testing period and for limited use of the Service as described in the Agreement.