PREFACE

The Admin By Request Zero Trust Platform is provided as a suite of standard SaaS Product which are the same product(s) for all customers. This means that ABR does not provide its customers with any custom deliverables, professional services, custom software development or any services on-site. To be able to provide standardized products such as those that together constitute the Admin By Request Zero Trust Platform, it is imperative that ABR offers the same terms for all of its customers to ensure most possible predictability in contractual matters and reduce the complexity of introducing new features, changing internal security procedures, etc. This Agreement has been developed, adjusted, and assessed by our risk advisors, external legal counsel, internal legal counsel, and compliance department, not to mention reviewed by thousands of customers. This way, our customers can be certain that this Agreement reflects a set of fair and balanced terms for both parties in line with market practice.
For other relevant documents, such as ISO certification, Data Processing Agreement, Data Privacy options and penetration tests, please refer to the Trust Center (https://www.adminbyrequest.com/TrustCenter).
Note that section 5 does not apply to you, if you are licensed or have a proof-of-concept license.

1. DEFINITIONS

1.1 Except to the extent expressly provided otherwise in this Agreement:

• “Affiliate” means any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group which on or after the Effective Date, directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Customer.
• “Authorized Partner” means a company which ABR has appointed as an approved partner to market and sell its SaaS Product.
• “Agreement” means these terms including any schedules, orders of license and any amendments to this Agreement from time to time;
• “Applicable Data Protection and Privacy Laws” means the legal regulations, statutes, and provisions that pertain to the Services provided under this Agreement.
• “Business Day” means Monday through Friday;
• “Business Hour” means 08:00 AM to 05:00 PM in Customer’s timezone.
• “Confidential Information” means:
  • any information disclosed by or on behalf of a Party to the other Party during the Subscription Term (whether disclosed in writing, orally or otherwise) which at the time of disclosure:
    •  was marked as “confidential”; or
    • should have been reasonably understood by the other Party to be confidential;
  • the Customer Data;
  • the ABR’s software code (including but not limited to object code, intermediate code, source code and Documentation)
• “Customer Data” means all data, works and materials: uploaded to or stored on the SaaS Product by the Customer; transmitted by the SaaS Product at the request of the Customer; supplied by the Customer to ABR for uploading to, transmission by or storage on the SaaS Product; or generated by the SaaS Product as a result of the use of the SaaS Product by the Customer;
• “Documentation” means the documentation for the SaaS Product produced by ABR and delivered or made available by ABR to the Customer, including user guides, installation documents and security fundamentals documentation;
• “EU Data Act” means Regulation (EU) 2023/2854 on harmonized rules for fair access to and use of data.
• “Effective Date” means the date on which the Customer either accepts the Agreement or the SaaS Product is made available to Customer (whatever happens first);
• “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, pandemics, floods, riots, terrorist attacks and wars);
• “Free Plan Services” has the definition as outlined in section 5 of this Agreement.· “Information Security Incident” means a confirmed or reasonably suspected compromises to the SaaS Product, that causes domain downtime or that significantly increase the risk of leakage, disclosure or destruction of customer information, including confidential information as defined in this Agreement.
• “Information Security Vulnerability” means a substantial weakness inherently embedded within the computational logic (such as code) of software components. This weakness, if reasonably and feasibly exploited under realistic conditions, holds the potential to significantly compromise the confidentiality, integrity, or availability of the SaaS Product or Customer Data. It excludes vulnerabilities that necessitate unrealistic prerequisites.
• “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi- conductor topography rights and rights in designs);· “Marks” means a Party’s name(s), logos, trade names, trademarks, service marks and other brand identifiers provided by or publicly attributable to the Party.
• “Minor Maintenance Services” means the general maintenance of the SaaS Product including Updates and Upgrades (below 15 minutes downtime per maintenance window);
• “Major Maintenance Services” means substantial changes to the SaaS Product and/or the underlying infrastructure (15 minutes or above per maintenance window). Collectively, Minor Maintenance Services and Major Maintenance Services may be referred to as “Maintenance Services” where applicable throughout the Agreement.
• “Material Breach” shall mean a substantial violation or failure to perform an essential obligation of this Agreement, which has a material adverse impact on the intended purpose of the Parties’ obligations outlined herein.
• “Non-Renewal” means the customer has not accepted a quote for renewal or submitted an agreed purchase Order for the renewal of the service within 30 days of the anniversary date. Such anniversary may be extended upon a written and accepted agreement to do so.
• “Order” means the purchase of licenses listed in an order, purchase order or order confirmation;
• “Payment” means the following amounts:
  • the amounts specified in the Order;
  • such amounts as may be agreed in writing by the parties from time to time; and
  • amounts calculated by multiplying ABR’s standard time-based charging rates by the time spent by ABR’s personnel performing any time-based Services;
• “Permitted Purpose” means with respect to the other Party, the purposes of:
  • carrying out its obligations under this Agreement;
  • exercising its rights under this Agreement; and
  • complying with its obligations under applicable laws;
• “Personal Data” mean any information relating to an identified or identifiable natural person in accordance with Applicable Data Protection and Privacy Laws.
• “SaaS Product” means the software-as-a-service product(s) that is provided on the “Admin By Request Zero Trust Platform”, as specified in the Order and in the Documentation (including any Updates and Upgrades to the SaaS Product provided by ABR at its sole discretion, and any software, systems and locally-installed software agents and connectors which interact with the SaaS Product as may be provided by ABR in connection with the SaaS Product).
• “SaaS Product Defect” means a defect, error or bug in the SaaS Product having a material adverse effect on the operation, functionality or performance of the SaaS Product, but excluding any defect, error or bug caused by or resulting from:
  • any act or omission of the Customer;
  • any use of the SaaS Product contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;
  • a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or
  • an incompatibility between the SaaS Product and any other system, network, application, program, hardware or software not specified as compatible in the SaaS Product specification;
• “SaaS Product Scope” means the scope and purpose of the SaaS Product. The scope varies depending on the product license(s):
  For the Endpoint Privilege Management product, the scope is limited to management of privileged access by “Just In Time” privilege elevation on a per application or time limited session basis and does not extend to the actions or uses by the User once such access has been granted. For the Secure Remote Access product, the scope is limited to management of access to remote devices and does not extend to the actions or uses by the User once such access has been granted.
• “Services” means any services which ABR provides to the Customer, or has an obligation to provide to the Customer, under this Agreement. This includes providing the SaaS Product, Maintenance Services and Support Services.
• “Subscription Term” means the period of time during which the Customer subscribes to the SaaS Product, as specified in the Order and which shall begin upon the first day of the respective Subscription Term as specified in an Order.
• “Support Services” means technical support assistance provided by ABR to Customer for problem resolution, bug reporting, and technical assistance.
• “Supported OS” means the operating systems Microsoft Windows, macOS and Linux;
• “Update” means a hotfix, patch or minor version update to the SaaS Product;
• “Upgrade” means a major version upgrade of the SaaS Product;
• “User” means employees, agents, consultants, contractors, or vendors authorized by the Customer to use the SaaS Product solely for the internal use of the Customer and its Affiliates, subject to the terms and conditions of this Agreement; and
• “User Account” means an account enabling a person to access and use the SaaS Product, including both administrator and user accounts.

2. BACKGROUND AND PURPOSE

1. This Agreement sets out the terms and conditions for the delivery of the SaaS Product by ABR to the Customer.
2. Notwithstanding any specifications or details in the Customer’s Order confirmation, invoice or the Customer’s general sales and delivery conditions, similar documents or schedules, this Agreement shall prevail and apply to any delivery or service performed by ABR.
3. By clicking the box indicating acceptance via the Service upon first sign-in, the Customer agrees to adhere to the terms of this Agreement. The individual accepting this Agreement on behalf of an organization or legal entity confirms that they have the authority to bind that organization to this Agreement, thereby making the term “Customer” refer to the organization, and its Affiliates, if applicable. If the individual does not have such authority or disagrees with the terms, they must not accept this Agreement and cannot use the Services
4. If you are an end-customer who has been provided with the Services through a managed service provider, you acknowledge that these terms apply to you as the “Customer”.

3. TERM

1. This Agreement comes into force upon the Effective Date.
2. This Agreement will continue in force until terminated in accordance with Clause 7, and will govern the provision of any SaaS Product Order placed hereunder.

4. ACCESS AND USE

1. Subject to Payment of all applicable fees set forth in the Order or Payment in accordance with an indirect order through ABR’s Authorized Partners and the terms and conditions of this Agreement, ABR grants the Customer, during the Subscription Term, a non-exclusive, non-transferable right to access and use the SaaS Product and applicable Documentation solely for Customer’s internal business purposes in accordance with the Documentation and in the quantity specified in the applicable Order. Except for the licenses granted under this Agreement, all rights, title, and interest in and to the Saas Product, Intellectual Property Rights and Documentation are hereby reserved by ABR.
2. The Customer will operate the SaaS Product in accordance with the Documentation and is responsible for the acts and omissions of its Users.
3. The SaaS Product is compatible with the Supported OS.
4. Except to the extent expressly permitted in this Agreement, the access granted by ABR to the Customer is subject to the following prohibitions:
   • the Customer must not sub-license its right to access and use the SaaS Product, except to its Affiliates;
   • the Customer must not permit any unauthorized person to access or use the SaaS Product;
   • the Customer must not republish or redistribute any content or material from the SaaS Product; and
   • the Customer must not make any alteration to the SaaS Product.
5. The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator login details, to ensure that no unauthorized person may gain access to the SaaS Product using an administrator account.
6. The Customer must comply with these terms and must ensure that all Users using the SaaS Product with the authority of the Customer or by means of an administrator account comply with these terms.
7. The Customer must not use the SaaS Product in any way that causes, or may cause, damage to the SaaS Product or impairment of the availability or accessibility of the SaaS Product.
8. The Customer must not attempt to gain unauthorized access to the SaaS Product or perform unauthorized penetrating testing on the SaaS Product.
9. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the SaaS Product, either during or after the Subscription Term.
10. ABR may suspend the provision of the SaaS Product if any amount due to be paid by the Customer to ABR or its Authorized Partner under this Agreement is overdue, and ABR or its Authorized Partner has given to the Customer at least 14 days’ written notice, following the amount becoming overdue, of its intention to suspend the SaaS Product on this basis.

5. FREE PLAN

NOTE THAT THIS SECTION DOES NOT APPLY IF YOU ARE ON A PAID PLAN

1. If the Customer is using the SaaS Product on any free-of-charge basis as specified in the Order including any related Support Services to the extent provided by ABR at its sole discretion (collectively, “Free Plan Services”), ABR makes such Free Plan Services available to Customer until the earlier of
   • the end of the free plan specified in the Order,
   • the Effective Date of any purchased version of the SaaS Product, or
   • written notice of termination from ABR (“Free Plan Services Period”).
2. ABR grants the Customer, during the Free Plan Services Period, a non-exclusive, non-transferable right to access and use the Free Plan Services for the Customer’s business purposes in accordance with the Documentation and subject to the access and usage restrictions set forth in this Agreement.
3. The number of granted licenses to the Customer under the Free Plan Services are maximized to 25.
4. Any data entered by the Customer into the Free Plan Services and any configurations made to the Free Plan Services by or for Customer during the term of such Free Plan Services will be permanently lost unless the Customer
   • has purchased a subscription to the same SaaS Product as covered by the Free Plan Services or;
   • exports such data or configurations before the end of such free period.
5. There is no guarantee that features or functions of the Free Plan Services will be available, or if available will be the same, in the general release version of the SaaS Product, and Customer should review the SaaS Product features and functions before making a purchase. ABR reserves the rights at any time to, solely at its own discretion, determine, which features will be included in the Free Plan Services.
6. ABR WILL BE UNDER NO OBLIGATION TO PROVIDE ANY MAINTENANCE, MAINTENANCE SERVICE OR SUPPORT SERVICES WITH RESPECT TO THE FREE PLAN SERVICES TO THE CUSTOMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ABR PROVIDES THE FREE PLAN SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, ABR DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. The Customer assumes all risks and pays all costs associated with its use of the Free Plan Services. The Customer’s sole and exclusive remedy in case of any dissatisfaction or ABR’s breach of the Agreement with respect to such Free Plan Services is termination of the Free Plan Services. Any obligations on behalf of ABR to indemnify, defend, or hold harmless under this Agreement are not applicable to Customers using Free Plan Services

6. SERVICE LEVEL

1. The SaaS Product is hosted by Microsoft Azure. ABR provides the Customer access to the SaaS Product with a monthly uptime percentage (defined below) of at least 99,9%. Monthly uptime percentage will be calculated as follows: The number of minutes the SaaS Product is accessible and not suffering from a service outage as reported to ABR by the Customer during each calendar month, divided by the total number of minutes in the calendar month. If the Customer fails to report a service outage within five (5) days of the occurrence of such, the Customer shall not be entitled to any service credits. A monthly uptime percentage of 99.9% means that ABR guarantee the Customer will experience no more than 43 minutes and 49.7 seconds per month of service outage.