1. Parties and Agreement
This Master Service Agreement ("Agreement") is entered into between UniCMMS ("Provider") and the customer entity identified in the applicable Order Form ("Customer"). This Agreement governs the subscription to and use of UniCMMS software-as-a-service platform and related services.
This Agreement is effective as of the date of execution of the Order Form or, if none, the date the Customer first accesses the Services.
2. Definitions
- "Services" means the UniCMMS SaaS platform, mobile applications, APIs, and any associated professional services described in an Order Form.
- "Customer Data" means all data submitted by Customer to the Services, including operational data, asset records, and user information.
- "Order Form" means a written order document signed by both parties specifying the subscription tier, number of users, fees, and other commercial terms.
- "Authorized Users" means employees or contractors of Customer who are permitted to access the Services.
- "Documentation" means the technical and user documentation made available by Provider for the Services.
3. Subscription and Access
3.1 Grant of License
Subject to the terms of this Agreement and timely payment of fees, Provider grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Services during the subscription term, solely for Customer's internal business operations.
3.2 User Limits
Customer's use is limited to the number of Authorized Users specified in the Order Form. Customer may add users subject to additional fees as specified therein. Customer is responsible for ensuring Authorized Users comply with this Agreement.
3.3 Restrictions
Customer shall not: (a) sublicense or resell the Services; (b) reverse engineer the Services; (c) use the Services to build a competitive product; (d) circumvent any technical limitations or access controls.
4. Service Level Agreement (SLA)
4.1 Uptime Commitment
Provider will use commercially reasonable efforts to make the Services available 99.5% of the time in any given calendar month, excluding scheduled maintenance and force majeure events.
4.2 Scheduled Maintenance
Provider will provide at least 48 hours advance notice of scheduled maintenance windows that may affect availability. Provider will use best efforts to schedule maintenance during off-peak hours.
4.3 Service Credits
If Provider fails to meet the uptime commitment in a given month, Customer may be eligible for service credits as follows:
| Monthly Uptime | Service Credit |
|---|---|
| 99.0% – 99.49% | 10% of monthly fee |
| 95.0% – 98.99% | 25% of monthly fee |
| Below 95.0% | 50% of monthly fee |
Service credits are the Customer's sole remedy for SLA failures and do not apply to downtime caused by Customer's actions or third-party services.
5. Data Privacy and Security
5.1 Data Processing
Provider processes Customer Data only as a data processor acting on Customer's instructions. Customer is the data controller for all Customer Data. The parties will enter into a Data Processing Agreement (DPA) if required by applicable data protection law (e.g., GDPR).
5.2 Security Measures
Provider maintains administrative, technical, and physical safeguards designed to protect Customer Data, including encryption at rest and in transit, access controls, regular security assessments, and incident response procedures.
5.3 Data Breach Notification
Provider will notify Customer of any confirmed security breach affecting Customer Data within 72 hours of becoming aware, providing available details and remediation steps.
5.4 Sub-processors
Provider may engage sub-processors to help deliver the Services. A current list of sub-processors is available at /legal/sub-processors. Provider will notify Customer at least 30 days in advance of engaging new sub-processors.
6. Confidentiality
Each party agrees to protect the other party's Confidential Information with at least the same degree of care it uses for its own confidential information (but no less than reasonable care). Confidential Information means non-public information marked confidential or that would be reasonably understood to be confidential given its nature.
Confidentiality obligations do not apply to information that is: (a) publicly known without breach; (b) independently developed; (c) received from a third party without restriction; or (d) required to be disclosed by law.
7. Intellectual Property
7.1 Provider IP
Provider retains all rights to the Services, underlying technology, and any improvements or derivative works. Nothing in this Agreement transfers ownership of Provider's intellectual property to Customer.
7.2 Customer IP
Customer retains all rights to Customer Data. Customer grants Provider a limited, non-exclusive license to process Customer Data solely to provide the Services.
7.3 Feedback
If Customer provides feedback, suggestions, or ideas regarding the Services ("Feedback"), Provider may use such Feedback without obligation to Customer.
8. Fees and Payment
Fees are as specified in the applicable Order Form. Unless otherwise specified:
- Annual subscriptions are invoiced upfront; monthly subscriptions are invoiced at the start of each period
- Payment is due within 30 days of invoice date
- Late payments accrue interest at 1.5% per month
- Fees are non-refundable except as specified in the Refund Policy or upon material breach by Provider
9. Term and Termination
9.1 Term
This Agreement commences on the effective date and continues for the subscription term specified in the Order Form. Unless either party provides written notice of non-renewal at least 60 days before the end of the term, the subscription automatically renews for successive one-year terms.
9.2 Termination for Cause
Either party may terminate this Agreement upon 30 days written notice if the other party materially breaches the Agreement and fails to cure the breach within the notice period.
9.3 Effect of Termination
Upon termination, Customer's access to the Services will cease. Customer has 30 days to export data. Provider will delete Customer Data within 90 days of termination, unless longer retention is required by law.
10. Indemnification
Each party will indemnify, defend, and hold harmless the other party from third-party claims arising from: (a) the indemnifying party's material breach of this Agreement; (b) gross negligence or willful misconduct; or (c) in Provider's case, any claim that the Services infringe a third-party intellectual property right.
11. Limitation of Liability
Except for breaches of confidentiality, indemnification obligations, or gross negligence, in no event will either party be liable for indirect, incidental, special, or consequential damages. Each party's total liability is capped at the fees paid in the twelve months preceding the claim.
12. General Provisions
This Agreement constitutes the entire agreement between the parties. It may be amended only by written agreement signed by both parties. If any provision is found unenforceable, the remaining provisions remain in full force. This Agreement is governed by the laws of the jurisdiction specified in the Order Form.
13. Contact
For enterprise agreement inquiries: enterprise@unicmms.com