This Terms of Service, together with the Order Form and the Privacy Policy (as defined below), are an agreement (collectively, this “Agreement”) between InfiniteWatch Inc, a Delaware corporation, with principal offices located 838 Walker Road. Suite 21-2 Dover, Kent County, Delaware 19904 ("InfiniteWatch"), and the individual or company identified in the Order Form (“Client”).
BY ACCEPTING THIS AGREEMENT YOU ARE REPRESENTING THAT YOU ARE OVER THE AGE OF 18, HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT, AND ARE CONSENTING ON BEHALF OF YOURSELF AND/OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY, AS APPLICABLE, TO BE BOUND BY THIS AGREEMENT.
Hereinafter, each of InfiniteWatch and Client shall be individually identified as a "Party" or “party” and jointly as the "Parties" or “parties”.
Object
The purpose of this Agreement is to establish the terms and conditions that will govern the provision of services by InfiniteWatch to the Client (the "Services") set forth in the Order Form.
The term "Order Form" shall be understood as (a) an online order for the Service completed and submitted by Client through the InfiniteWatch website and accepted by InfiniteWatch, (b) a written Client purchase order for the Service accepted by InfiniteWatch, (c) another written agreement and/or service proposal for the Service executed by both InfiniteWatch and the Client.
The term “Platform” shall be understood as the platform owned by InfiniteWatch that is made available to the Client for the provision of the Services.
As set forth in the Order Form, these Services may consist on:
AI Web Insights. AI watches real user sessions in real-time and generates insights and recommendations to fix.
AI Web testing. Simulate with our AI agents thousands of scenarios in pre-production to catch problems before end-clients do, so the Client ship with confidence. AI Tests are “autogenerated” adapting to product changes.
Voice listeners. Monitor real calls between AI or human agents and customers to detect failures in QA, revenue leakage, compliance, training, satisfaction, and reputation without human supervisors.
Synthetic personas for voice testing. Simulation of the real world with thousands of scenarios (accents, latency, mood, …) at scale, generating the tricky edge case scenario we would never think of.
Implement AI voice agents. Guide the Client through the transition from human call centers to AI voice agents, ensuring every step with full confidence and continuous monitoring
AI cobrowsing agent. AI support agent that can see your users screen and can guide them visually through your product.
Access and use of the Platform by the Client;
These Services will be provided in relation to the digital assets indicated by the Client (“Digital Assets”).
License and limitations
Platform
Subject to compliance with the terms of this Agreement, InfiniteWatch hereby grants to the Client a non-exclusive, non-sublicensable, non-transferable license, for the duration of the Agreement and for the entire world, for access to and use of the Platform by the Clients and the its authorized users ("Authorized Users"). Client shall be solely responsible for all use of the Platform under Client’s account, including by Client’s Authorized Users. Client hereby agrees that the act or omission of a current or former Authorized User shall be deemed the same as if performed by Client. Furthermore, the Client may use the Platform solely to the extent necessary for the proper provision of the Services by InfiniteWatch.
The Client may not (and shall ensure that its Authorized Users do not): (i) grant licenses, sublicenses, sell, resell, transfer, assign, distribute, or make available to third parties, or commercially exploit with third parties the Platform, in whole or in part; (ii) alter, change, adapt, translate, modify, or create derivative works based on the Platform; (iii) create Internet links to the Platform or "mask" or "duplicate" the Platform on or through any server or wireless device or hosted on the Internet; (iv) use the Platform in a manner that, or provide any direction to InfiniteWatch that, violates any applicable law; (v) use the Platform for timesharing, rental, outsourcing, or a service bureau operation; (vi) decipher, decompile, disassemble, or reverse engineer the Platform or encourage any third party to do so; (vii) engage in any activity that violates the rights of others or that interferes with or disrupts the Platform; or (viii) access the Platform to (a) create a competing product, software, or service, (b) create software, products, or services that use ideas, features, functions, or graphics similar to those of the Platform, or (c) copy any ideas, features, functions, or graphics from the software, products, or services, or (d) access the data of InfiniteWatch or any of its other clients. Further, Client shall: (a) ensure Client’s Authorized Users comply with this Agreement; (b) take all necessary steps to prevent unauthorized access to or use of the Platform, (c) notify InfiniteWatch immediately of any such unauthorized access or use; (d) comply with all applicable federal, state, local, municipal, domestic, foreign, and international laws, rules and regulations; (e) use the Platform in compliance with all applicable industry standards; (f) use the Platform only for Client’s own internal business purposes and solely in accordance with the terms of this Agreement; and (g) use the Platform solely in accordance with InfiniteWatch instructions.
Additionally, the Client shall not, and shall ensure that Authorized Users do not, engage in the following practices: (i) send, or store material containing, any viruses, worms, Trojan, or harmful code, scripts, agents, or other computer programs intended to damage, surreptitiously intercept or expropriate any system or data; (ii) interfere with or affect the integrity or performance of the Platform, InfiniteWatch technology, or the data it contains; or (iii) attempt to gain unauthorized access to the Platform or InfiniteWatch network, systems, servers, and/or technology.
InfiniteWatch will provide support for the Platform and or the Services in accordance with the terms of the Service Level Agreement (the "SLA") set forth in Annex I of this Agreement.
Documentation
InfiniteWatch hereby grants to the Client a non-exclusive, non-transferable, and non-sublicensable license, for the duration of the Agreement and for the entire world, to use documentation provided by InfiniteWatch to the Client during the provision of the Services pertaining to the Platform and/or the Services (the "Documentation"), exclusively for the purpose of facilitating the use of the Platform and/or the Services by the Client and its Authorized Users. This license does not authorize the reproduction, distribution, public communication, transformation, or any other act of exploitation of InfiniteWatch's Documentation outside the scope provided for in this Agreement, unless expressly authorized in writing by InfiniteWatch. InfiniteWatch reserves ownership of all intellectual property rights over the licensed Documentation.
Client Digital Assets
The Client hereby grants to InfiniteWatch a non-exclusive license, for the duration of the Agreement and for the entire world, to access and monitor the Digital Assets identified in the Order Form for the sole purpose of InfiniteWatch providing the Services under this Agreement. Client represents, warrants, and covenants that the Digital Assets and InfiniteWatch’s accessing and monitoring thereof does not and will not infringe the intellectual property or other rights of any third party.
Free trial and demonstrations
The above conditions shall also apply to Clients and/or Authorized Users who use the Platform and/or InfiniteWatch Services during free trial or demonstration periods, which shall be indicated on the website or on the InfiniteWatch Platform in each case.
Price and payment
In consideration for the Services provided under this Agreement, the Client shall pay InfiniteWatch the price set forth in the Order Form according to the type of Services contracted by the Client (the "Price").
The payment of the Price shall be made monthly or annually depending on the type of the Services subscription contracted by the Client through the payment method selected by the Client in the Order Form. In any case, all amounts hereunder shall be due and payable within thirty (30) days of the date of Client’s receipt of InfiniteWatch’s invoice.
Unless otherwise specified in the Order Form, the Price does not include any applicable taxes, including, without limitation, VAT or equivalent sales tax, which are the responsibility of the Client.
The right to use the Platform may be suspended or canceled by InfiniteWatch if payment of the Price is late or has not been made for any reason.
InfiniteWatch may modify the Price applicable to the Services upon written notice to the Client at least thirty (30) calendar days in advance. The modification shall be effective from the following billing period, unless the parties agree otherwise in writing. If the Client does not agree with the modification of the Price, they may terminate the Agreement in accordance with the provisions of the termination clause, without incurring any penalty.
These conditions shall not apply to Clients and/or Authorized Users who use the Services and/or the Platform during free trial periods or demonstrations indicated on the website or on the InfiniteWatch Platform in each case.
Client Obligations
The Client:
Will comply with all the obligations set forth in this Agreement.
Will use the Services and, specifically, the Platform, diligently, in accordance with the law, the terms of the Agreement, the Order Form, the conditions of use of the Platform, and the reasonable instructions provided by InfiniteWatch, including through the Documentation. Likewise, the Client shall ensure that Authorized Users comply with the conditions of use of the Platform, including those set forth in this Agreement.
If applicable, will use the Services for the user sessions agreed with InfiniteWatch.
Undertakes to comply at all times with the applicable regulations on data protection and, in particular, shall ensure that the data processed by InfiniteWatch in the context of the provision of the Services has been obtained lawfully and that such processing is in compliance with applicable data protection regulations.
Shall actively cooperate with InfiniteWatch when necessary to ensure the proper functioning and continuous improvement of the Services.
Will participate in the Platform's onboarding process, including, where applicable, training sessions, initial configuration of the Platform, and validations required by InfiniteWatch.
The Client shall be solely responsible for the accuracy, quality, integrity, legality, reliability, suitability, and ownership of all data, materials and/or documentation (“Client’s Materials”) provided to InfiniteWatch for the provision of the Services.
Will provide InfiniteWatch with the contact details of Authorized Users so that InfiniteWatch can create the corresponding access credentials.
Will provide InfiniteWatch with the Digital Assets that will be subject of the provision of the Services.
If applicable according to the Services provided, will include in the legal texts of all Client’s Digital Assets a notice to users informing them that, during the use of such Digital Assets, their data will be monitored by InfiniteWatch for the purpose of automatically monitoring, supervising, and detecting incidents or problems related to the user experience (UX).
InfiniteWatch Obligations
InfiniteWatch:
Shall provide the Services described in this Agreement and in the Order Form, providing the Client and Authorized Users with access to the Platform, as a software as a service, in accordance with the conditions set forth in this Agreement.
Shall provide the Client with the InfiniteWatch Documentation necessary for the use of the Platform and the Services.
Will provide Authorized Users with access credentials to the Platform in reliance on the information provided by the Client under Section 4.7.
Term and Resolution
The term of this Agreement shall be as follows (“Term”):
For monthly subscriptions, the term of this Agreement shall be valid on a monthly basis and shall be automatically renewed for successive periods.
For annual subscriptions, the term of this Agreement shall be one year, automatically renewable for successive periods.
The Agreement shall not be renewed in the event that either Party notifies the other in writing of its intention not to renew it at least thirty (30) days prior to the expiration date of the current Term.
Either party may terminate this Agreement early if the other party commits a material breach of its obligations under this Agreement (including, without limitation, failure to pay any amount due), and such breach is not remedied, provided that it is capable of being remedied, within fifteen (15) calendar days of receipt of written notice requiring compliance.
InfiniteWatch may also terminate the Agreement if the Client fails to comply with the minimum conditions of use of the Platform provided by InfiniteWatch. Such termination shall not entitle the Client to any compensation.
Likewise, this Agreement shall terminate when the Customer and/or Authorized User has exceeded the free trial or demonstration period established on the InfiniteWatch website and/or Platform and has not contracted the Services in accordance with the provisions of this Agreement.
On the date of termination of this Agreement, InfiniteWatch will cancel the access of the Client and Authorized Users to the Platform.
Effects of Termination
The termination or expiration of this Agreement, for any reason, shall not affect the obligations already accrued by the Parties up to the effective date of such expiration or termination, including, without limitation, the payment obligations for Services rendered up to that date.
On the effective date of termination or expiration of the Agreement, InfiniteWatch shall cancel the access of the Client and Authorized Users to the Platform, without prejudice to the provisions of this clause in relation to the export of data.
Once the Retention Period has elapsed, InfiniteWatch may permanently delete all data associated with the Client's account, unless its retention is legally mandatory.
Artificial Intelligence
In order to provide the Services, InfiniteWatch may use various Artificial Intelligence (AI) technologies on the Platform provided by the third-party AI providers ("AI Providers"), including to provide the Client with the following functionalities:
Analysis and contextualized response to interactions by users of the Client's Digital Assets for the purpose of issuing relevant and accurate information based on said content.
Continuous training of the Platform based on interactions by users of the Client's Digital Assets.
The Client acknowledges that the artificial intelligence features integrated into the Platform and/or the Services may generate incorrect, unverified, or misleading responses and/or results. The Client undertakes, under its sole responsibility, to supervise, validate and, where appropriate, correct such content, as well as to implement the appropriate control and review procedures to ensure the reliability of the information before its use. InfiniteWatch is expressly exempt from any direct or indirect liability for any damages, losses or claims that may arise from the use of or reliance on such responses.
If applicable with regard to the type of Services provided by InfiniteWatch to the Client, in the event that the Services provided by InfiniteWatch imply that the Client or its Authorized Users are users of AI Providers, the Client shall comply (and shall ensure Authorized Users comply) with the obligations set forth in the terms and conditions of the AI Providers that apply to them as users of such AI Providers. To the fullest extent permitted by applicable law, InfiniteWatch shall not be liable for any decisions, actions, or inactions of the Client or Authorized Users based on content, recommendations, or responses generated by the AI systems integrated into the Platform.
Likewise, InfiniteWatch shall not be liable for errors, omissions, misinterpretations, or any type of damage—direct or indirect—arising from the use of or reliance on such automated features, except in cases of willful misconduct or gross negligence directly attributable to InfiniteWatch.
Intellectual and industrial property rights
InfiniteWatch and its licensors are the owners of all right, title, and interest in and to, the Services, the Platform, and the Documentation, including without limitation any improvements or derivative works of any of the foregoing, and including without limitation any and all intellectual and industrial property rights in and to any of the foregoing. Likewise, the Client hereby exclusively assigns to InfiniteWatch, for the entire world and for the maximum duration of the rights, all right, title, and interest in and to any suggestion, idea, request for improvement, comment, recommendation, or any other information that has been offered by the Client or any other party related to the Service, the Platform, or the Documentation, including without limitation any and all intellectual and industrial property rights in and to any of the foregoing.
InfiniteWatch hereby grants to the Client, exclusively, for all territories worldwide and for the maximum duration of the rights, the intellectual property rights that may correspond to it over the results generated by the Platform in the context of the provision of the Services to Client, including, but not limited to, recommendations generated by the Platform in the context of the provision of the Services to Client for improvement relating to the Client's Digital Assets.
This Agreement does not imply the granting of any rights over any InfiniteWatch products or services beyond those expressly authorized in this Agreement, including, without limitation, the Platform, InfiniteWatch Documentation, or any intellectual or industrial property rights over the same held by InfiniteWatch and its licensors, distributors, and other business partners.
InfiniteWatch acknowledges that the Client is the owner of the intellectual property rights to all Client’s Materials that may be necessary for the provision of the Services, as well as to the Digital Assets. The Client hereby grants to InfiniteWatch, for the duration of the Agreement, a non-exclusive, royalty-free, worldwide license to use the Client’s Materials and Digital Assets, to the extent necessary for the provision of the Services to the Client and during the term of the same.
The Client represents, warrants, and covenants that it owns, or, where applicable, has sufficient rights over, the Digital Assets that are the subject of the provision of the Services by InfiniteWatch, to which InfiniteWatch will be granted access and monitoring rights. Likewise, the Client represents, warrants, and covenants that such access, monitoring, and, in general, the provision of the Services by InfiniteWatch in relation to the Digital Assets, does not violate or infringe the intellectual property or other rights of third parties or any other applicable laws or regulations. The Client shall indemnify, defend, and hold InfiniteWatch harmless and exempt it from any liability in respect of any claim made by third parties that may arise from the infringement of their intellectual property rights or any other rights arising from the use of the Digital Assets in accordance with the provisions of this Agreement.
InfiniteWatch shall have the right to identify Client as a InfiniteWatch customer for purposes of promotion and marketing of InfiniteWatch’s Services, subject to Client’s prior approval which shall not be unreasonably withheld, delayed or conditioned (and will be deemed given if no written notification is received from Client within one (1) week from the date of written request for approval).
Warranties
Subject to the terms of this Agreement, InfiniteWatch undertakes to use commercially reasonable efforts to provide the Client with access to the Platform. The Platform will be provided in accordance with the SLA in Annex I.
Client represents, warrants, and covenants that all the Client’s Materials processed and provided to InfiniteWatch is according the applicable law and without infringing on the rights of third parties.
Any warranty regarding the InfiniteWatch Platform or Service shall not apply when: (a) the InfiniteWatch Platform or Documentation has been subjected to misuse, tampering, experimentation, alteration, or negligence by the Client, Authorized Users, or any third party on behalf of the Client; (b) problems with the Services have arisen from the Client's network connections or have been caused by third-party internet providers; (c) any other material or service provided by any person or entity other than InfiniteWatch has been used, where applicable; and/or (d) repairs to the Platform or InfiniteWatch Documentation have been carried out by any person or entity other than InfiniteWatch or under its direction.
Except as otherwise set forth in this Section 10 Section 10, to the maximum extent permitted by applicable law, the Platform is provided "as is," without any warranty, either implied or explicit, as to its uninterrupted or error-free operation; its suitability for a specific purpose or the Client's specific expectations; its availability, continuity, accuracy, completeness, timeliness, or technical suitability; or the absence of viruses, defects, failures, or vulnerabilities. InfiniteWatch does not warrant that the Services, the Platform, its functionality, or its work product will meet Client’s requirements or that the Services, the Platform, its functionality, or its work product will be uninterrupted, error-free, or without delay. InfiniteWatch shall have no responsibility or liability for any recommendations, proposals, or suggestions generated through the Platform or the Services; Client’s reliance thereon is at Client’s sole risk.
InfiniteWatch shall not be liable, under any circumstances, for the loss, alteration, unauthorized access, or destruction of any data uploaded or processed by the Client through the Platform, unless such loss is a direct result of willful misconduct or gross negligence on the part of InfiniteWatch.
The Client is solely responsible for making adequate backups and retaining the information entered or generated on the Platform, as well as for verifying its accuracy and validity.
Limitation of Liability
To the maximum extent permitted by applicable law and except in the case of wilful misconduct or gross negligence on the part of InfiniteWatch, in no event shall InfiniteWatch, its suppliers and licensors, and/or its subsidiaries, affiliates, directors, employees, legal representatives, and agents, be liable for any indirect, punitive, or consequential damages or lost profits (including, without limitation, loss of data, revenue, profits, use, or other economic benefits) arising out of or in any way related to this Agreement, arising out of or in connection with the Services, including those arising from the use of the Platform, or due to any content obtained through the Platform, or any interruption, inaccuracy, error, or omission, regardless of its cause, including without limitation, damages for loss of goodwill, work stoppage, loss of profits, loss of data, computer failure, or any other commercial damage or loss.
The maximum liability of InfiniteWatch or its suppliers for any claim under this Agreement shall be limited to direct damages and shall not exceed the amounts actually paid by the Client for the part of the Service giving rise to any liability during the twelve (12) months immediately preceding the filing of the relevant claim.
InfiniteWatch shall not be liable for any delay or failure caused in whole or in part by the Client's material delay in performing or failure to perform any of its obligations under this Agreement.
If applicable with regard to the type of Services provided by InfiniteWatch to the Client, except for obligations assumed directly by InfiniteWatch under the applicable terms and conditions with AI Providers, InfiniteWatch shall not be liable for the incorrect, unauthorized, or unlawful use of the data by AI Providers provided by he Client, provided that InfiniteWatch has taken reasonable measures designed to ensure that such providers comply with applicable regulations, as well as with commercially reasonable standards of security, confidentiality, and data protection.
InfiniteWatch shall not be liable, under any circumstances, for any data uploaded by the Client to the Platform or the Services, including, but not limited to, content that is inappropriate, illegal, misleading, or infringes on the rights of third parties. The Client shall be solely and exclusively responsible for ensuring that such content complies with applicable laws and regulations and does not infringe intellectual property rights, consumer regulations, data protection, or other legal provisions. InfiniteWatch reserves the right to remove, without prior notice, any content that it considers inappropriate, illegal, or contrary to the terms of this Agreement.
Indemnification
InfiniteWatch will defend, indemnify and hold Client harmless from and against any claim, demand, suit, investigation, or proceeding, in each case made or brought by any third party (each, a “Claim”) against Client alleging that the use of the Platform by Client as permitted hereunder infringes or misappropriates a third-party copyright, trade secret, trademark or United States patent. InfiniteWatch will pay all costs, reasonable attorneys’ fees and any settlement amounts agreed to by InfiniteWatch or damages awarded in connection with the Claim. If Client’s use of the Platform has become, or in InfiniteWatch’s opinion is likely to become, the subject of any Claim, InfiniteWatch may at its option and expense: (i) procure for Client the right to continue using the Platform as set forth herein; (ii) modify the Platform to make it non-infringing; or (iii) if the foregoing options are not reasonably practicable, terminate this Agreement and refund Client any unused pre-paid fees on a pro rata basis that are attributable to Platform that will not be provided due to such termination. InfiniteWatch will have no liability or obligation with respect to any Claim to the extent caused by: (a) Client’s use of the Platform that is not in accordance with this Agreement or not reasonably foreseeable by InfiniteWatch; or (b) the combination, operation or use of the Platform with other applications, portions of applications, products or services where the Platform would not by itself be infringing. This Section 12.1 states InfiniteWatch’s entire and exclusive obligation, and Client’s exclusive remedy, for any claim of any nature related to the infringement or misappropriation of third-party intellectual property rights.
Client will defend, indemnify and hold harmless InfiniteWatch and its suppliers, parent companies, subsidiaries, board members, directors, employees, legal representatives, and agents from and against any Claim made or brought against any of them, arising from breach, or alleged breach, of this Agreement by Client or its Authorized Users. Client will pay all costs, reasonable attorneys’ fees and any settlement amounts agreed to by Client or damages awarded in connection with the Claim.
As a condition of the obligations set forth in this Section 12, a Party entitled to indemnification (the “Indemnified Party”) will: (a) provide prompt written notice of the applicable Claim to the other Party (the “Indemnifying Party”); (b) provide the Indemnifying Party with sole control of the applicable defense and settlement; and (c) cooperate as requested by the Indemnifying Party, at the Indemnifying Party’s expense. The Indemnifying Party will not agree to any settlement without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld.
This obligation shall remain in force even after the termination of this Agreement, in relation to events that occurred during its Term.
Confidentiality
In connection with this Agreement, either Party (the "Disclosing Party") may disclose or make available to the other Party (the "Receiving Party") Confidential Information. "Confidential Information" means information in any form or medium that a reasonable recipient would understand to be confidential, proprietary, or competitively sensitive, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and prices, as well as information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case, regardless of whether it is marked, designated, or otherwise identified as "confidential." For the avoidance of doubt, InfiniteWatch’s Confidential Information includes the Services and Platform (including the design, features, functions and architecture thereof, the technology associated therewith, and any information or data made available thereon).
Confidential Information does not include information that: (a) was lawfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes publicly known for reasons unrelated to a breach of this Agreement by the Receiving Party or any of its representatives; (c) has been or is received by the Receiving Party on a non-confidential basis from a third party who, to the knowledge of the Receiving Party, was not and is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written records or other documents that it has been or is being developed independently by the Receiving Party without reference or access to or use of any Confidential Information.
The Receiving Party shall not access or use the Confidential Information during the Term of this Agreement and indefinitely after its expiration, except to the extent necessary to exercise its rights or fulfill its obligations under this Agreement or to comply with any legally binding request for the Confidential Information, in which case the Receiving Party shall notify the Disclosing Party prior to such disclosure (unless prohibited by applicable law) so that the Disclosing Party may seek a protective order or other injunctive relief, and the Receiving Party shall provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure.
Upon termination or expiration of this Agreement or otherwise at any time upon written request of Disclosing Party, the Receiving Party shall promptly return the Confidential Information, as well as all copies thereof in any format, to the Disclosing Party, or securely destroy such information, and, upon written request of Disclosing Party, certify in writing to the Disclosing Party that the Confidential Information has been returned to the Disclosing Party or securely destroyed.
Privacy
In accordance with General Data Protection Regulation 679/2016 and Organic Law 3/2018 on Data Protection and other applicable data protection laws (the “Applicable Data Protection Laws”), the signatories, representatives, and/or contact persons of the Parties appearing in this Agreement have been informed that their personal data will be processed by InfiniteWatch and the Client, respectively as Data Controllers(as defined in (or such substantially similar term defined in) Applicable Data Protection Laws), for the sole purpose of managing and executing this Agreement and for Client marketing purposes , on the legal basis thereof during its Term and (blocked) for the time necessary to comply with the legal obligations of each Party. Such data will not be transferred to third parties except to service providers, affiliates of the applicable Party, group companies of each Party or legal advisors who may be located outside the European Economic Area, with whom the Parties have formalized appropriate safeguards to the extent required by Applicable Data Protection Laws. Data subjects may exercise their rights of access, rectification, opposition, erasure, restriction, and portability through their respective addresses, in accordance with the provisions of EU Regulation 2016/679 and Organic Law 3/2018 on the Protection of Personal Data and Guarantee of Digital Rights (in each case to the extent applicable), or lodge a complaint with the Spanish Data Protection Agency (to the extent subject to its jurisdiction). Each Party shall inform its employees or collaborators whose personal data will be processed for the execution of this Agreement of the content of this clause.
During the provision of the Services, InfiniteWatch will have access to other personal data under the responsibility and on behalf of the Client. The processing of such personal data will be regulated separately in accordance with the terms of a Data Processing Agreement signed between the Parties.
If the Client is located in the US, Client shall not disclose or provide access to InfiniteWatch to, nor shall any Client’s Materials include any Regulated Data unless and until the Parties have entered into a Data Amendment. If Client intends to disclose Regulated Data under this Agreement, Client will provide prior written notice to InfiniteWatch and the Parties will negotiate a written amendment to this Agreement to be signed by each of the Parties (in accordance with Section 15.6 of this Agreement) that will include additional terms (including without limitation any terms required by applicable law) governing such Regulated Data (a “Data Amendment”). "Regulated Data" means any information that that is subject to or regulated by: (i) the Health Insurance Portability and Accountability Act of 1996 (as amended, and together with any regulations promulgated thereunder, including without limitation the Health Insurance Reform: Security Standards (Security Rule)); (ii) the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009 (as amended); (iii) Gramm-Leach-Bliley Act, also known as the Financial Services Modernization Act of 1999 (as amended, and together with any regulations promulgated thereunder); (iv) 201 CMR 17.00 et seq.; and/or (v) any United States state or federal breach notification law.
The Services provided by InfiniteWatch allow the Client to select to "mask" some of the personal data considered most sensitive to which InfiniteWatch may have access. If this option is selected, InfiniteWatch will under no circumstances process such personal data and warrants that it has implemented sufficient technical measures to prevent the re-identification of such personal data. In this case, the Data Processing Agreement will not be applicable in relation to the processing of such masked personal data.
For more information regarding privacy, please see our Privacy Policy.
Other
Applicable law and jurisdiction. This Agreement is governed by the laws of Delaware. All disputes arising under or in connection with this Agreement shall be resolved exclusively in the courts sitting for Newcastle County, Delaware. The Parties irrevocably consent and submit to the exclusive personal jurisdiction of such courts if there is any dispute between them and agree not to challenge or assert any defense to the jurisdiction of such courts.
Waiver. The waiver of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.
Severability. If any part of this Agreement is found to be unenforceable, in whole or in part, such finding shall not affect the validity of the remaining parts of the Agreement.
Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign the Agreement without prior consent in the following cases: (i) to an entity that is part of the same business group; (ii) in the context of a merger, spin-off, acquisition, global transfer of assets and liabilities, or similar corporate restructuring, provided that the assignee assumes all obligations under this Agreement.
Force majeure. Neither party shall be liable for delays or failures due to force majeure, understood as unforeseeable or unavoidable situations beyond the reasonable control of the affected Party, such as natural disasters, armed conflicts, pandemics, general power or telecommunications outages, or government decisions. The affected Party shall inform the other Party as soon as possible, indicating the reason and the possible duration. While the force majeure event lasts, the affected obligations shall be suspended. If the situation lasts for more than sixty (60) calendar days, either Party may terminate the Agreement without penalty.
Entire Agreement. This Agreement (including the Order Form and Annexes) constitutes the entire Agreement and supersedes all prior or contemporaneous agreements, oral or written, relating to the subject matter hereof and prevails over any conflicting terms in any other service proposal provided by InfiniteWatch to the Client. This Agreement may only be amended in a writing executed by both Parties.
Relationship. This Agreement does not create any agency, partnership, franchise, joint venture, or any other such relationship between the Parties. Neither Party is granted any express or implied right or authority to assume or create any obligation on behalf of or in the name of the other Party or to bind the other Party in any matter whatsoever.
Export Control. The Platform, Services, other technology InfiniteWatch makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Client shall not permit Authorized Users or others to access or use Platform or Services in a U.S-embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria, or the Crimean, Donetsk, or Luhansk regions of Ukraine) or in violation of any U.S. export law or regulation.
Survivability. Sections 3, 7, 9, 10.2, 10.4, 10.5, 11, 12, 13, 14, and 15 shall survive and continue to bind the Parties after execution and delivery of this Agreement and its expiration or early termination to the extent and for as long as may be necessary to give effect to the rights, duties and obligations of the Parties pursuant to this Agreement, subject to any applicable statutes of limitation.
ANNEX I. SERVICE LEVEL AGREEMENT (“SLA”)
This Annex establishes the levels of service that InfiniteWatch will provide to the Client and/or Authorized Users in relation to the use of the Platform provided by InfiniteWatch to the Client under the Agreement.
Support Levels - Roles:
Level
L1 First-level technical support
First point of contact for resolving basic questions, common technical problems, and frequently asked questions related to the functional use of the Platform by Authorized Users via support@infinitewatch.ai.
The following activities are excluded from this level: Technical analysis of system logs or traces. - Incidents related to bugs or structural failures. - Modifications to advanced configuration or customizations. - Complex external integrations.
InfiniteWatch
L2 Second-level technical support
Resolution of technical incidents that could not be resolved at L1. Includes analysis of complex technical errors, interpretation of logs, advanced configuration issues, and validation of abnormal system behavior.
Examples of incidents covered:
Persistent failures in standard Platform functionalities.
Authentication or role issues that require technical intervention.
Errors resulting from the incorrect use of APIs provided by InfiniteWatch.
Exclusions:
Development of new features.
Changes to the base infrastructure or source code.
L3 Third-level technical support
Development and implementation of technical solutions for the Platform, necessary for resolving errors that cannot be solved in L2. Includes code modifications, patch creation, structural adjustments, corrective maintenance, and improvements resulting from critical incidents.
Examples of activities:
Fixing bugs that affect multiple users. - Implementing hotfixes in production environments.
Adjustments to cloud services or underlying databases.
Exclusions:
Requests for evolutionary development or improvements outside of standard maintenance.
Implementation of new features not covered in the Agreement.
InfiniteWatch
The services described above shall hereinafter be referred to as "Support Services".
Support Services shall be provided in accordance with the severity levels indicated below.
Exclusions
Support Services do not include or cover:
Technical support to be provided by the Client.
Platform incidents resulting from misuse by the Client and/or Authorized Users.
Incidents related to the Client's Digital Assets.
The Platform has been damaged or the incident is caused by negligence, malfunction, or other causes beyond the reasonable control of InfiniteWatch.
The incident is caused by third-party software not licensed by or through InfiniteWatch.
The Client has not paid the Price.
Definitions of severity and target response times
When reporting an Incident, the severity level will be determined by the Client in line with the definitions detailed above, subject to InfiniteWatch's reasonable final decision in this regard. InfiniteWatch will make commercially reasonable efforts to provide response times in accordance with this Service Schedule:
Severity level
Severity 1 - Critical
The platform is completely down or inaccessible; no functionality is available.
24h
Severity 2 - Major
Several key features (classes, activities, login, etc.) are down and unavailable. Significant impact, but the rest of the Platform continues to function.
2 days
Severity 3 - Medium
Errors in key features that have temporary workarounds, so they do not block the use of the Platform.
3 days
Severity 4 - Minor
Errors that do not block the use of the Platform, such as visual errors, incorrect warnings/texts, etc.
1 week
Severity 5 - Feature request
Requests for new features or improvements.
2 weeks
Standard support: Response times are measured during normal business hours.
Suspension and Termination of Support Services
InfiniteWatch reserves the right to suspend the provision of Support Services if the Client fails to pay any amount that is due within thirty (30) calendar days of the due date for such amount.
