BusinessObjects is a trademark of Business Objects S.A. in the United States and/or other countries.
BPCS is a registered trademark of SSA Global.
Crystal Decisions and Crystal Reports are either a registered trademark or trademark of Business Objects.
EMC, Documentum, the Documentum logos, Documentum and all other Documentum product and service names and logos are either service marks, trademarks, or registered trademarks of Documentum, a division of EMC Corporation.
LIVELINK and OPEN TEXT are trademarks or registered trademarks of Open Text Corporation in the United States of America, Canada, the European Union and/or other countries.
Microsoft, Microsoft Certified Partner, Access, Excel and SQL Server are registered trademarks of Microsoft Corporation.
Oracle, JD Edwards, PeopleSoft, and Retek are registered trademarks of Oracle Corporation and/or its affiliates.
SAP and other SAP products and services mentioned herein are trademarks or registered trademarks of SAP AG in Germany and several other countries.
Sparta Systems, Inc., the Sparta Systems logos, TrackWise, the TrackWise Logos, TrackWise Coordinator, TrackWise Web TeamAccess, TrackWise Administrator, TrackWise Configuration Migrator, TrackWise Audit Manager, TrackWise Integration Manager, TrackWise EDMS Connector, TrackWise Training Manager, TrackWise Action Manager, TrackWise eMDR Submission Manager, TrackWise Document Manager, TrackWise Document Management, StateMachine, Parallel StateMachine, Content Manager, AutoTrending, AutoReports, Efficient Compliance, FlexTab and FlexField, AutoAssist, AutoSupport, ConfigForms, DateAssist, FlexField, FlexTab, InstantAction, Monitor, Parallel StateMachine, SavePlus, StateMachine and Table-Driven are registered trademarks or trademarks of Sparta Systems, Inc.
The absence of a product or service name, slogan, or logo from this list does not constitute a waiver of Sparta Systems, Inc.'s trademark or other intellectual property rights concerning that name, slogan, or logo. All other trademarks are property of their respective holders.
Sparta Systems has included various links within the Sparta Systems Web site that direct you off our site. Sparta has no control over, and is not responsible for, the content of such sites. The linking to another site is not necessarily an endorsement of, or affiliation to such site.
Sparta makes every effort to provide you with accurate information. This site may contain technical inaccuracies or typographical errors. To notify us of inaccuracy or error, send an email to firstname.lastname@example.org. Sparta Systems reserves the right to change any programs, products or information contained in this site at any time and without notice.
All information, software, products, and services described and/or published on this Web site are published 'as is' without warranty of any kind. Sparta Systems hereby disclaims all warrantees, whether expressed or implied, with respect to any and all information published on this site.
You have our permission to print and use copies of information contained in this Web site provided that: (i) all copyright notices appearing on such documents are included on all your copies, (ii) if a document does not contain the Sparta Systems copyright, you will add it to your document , and (iii) your use of such information is limited to informational purposes and may not be altered in any way. You may not download, upload, reproduce, publish, post, or broadcast any information from this Website without the express written consent of Sparta Systems.
Last updated on: February 10, 2014
Sparta Systems, Inc. (“Sparta” or
“Sparta Systems”) respects individual privacy. If you have questions or
concerns regarding this Policy, you should contact us by emailing email@example.com.
Sparta’s practices regarding the collection, use and disclosure of information
that you may provide through the sites www.spartasystems.com and
using the Sites or submitting information to Sparta through the Sites. By using
the Sites you explicitly accept, without limitation or qualification, the terms
may not use our Sites.
DATA COLLECTION AND USE
Sparta only collects personal information,
including, without limitation, your name, home or business address, telephone
number and/or email address when you voluntarily submit it to Sparta. For
example, we may collect this information when you sign up for our Sparta
Systems Blog, register for the TrackWise User Group (“TUG Portal”), or contact
us using our “Contact Us” function. This
information may be used by Sparta personnel to respond to or provide you with
information that you have requested or additional information which Sparta believes
may be of interest to you. Sparta may also use this information for performing
marketing studies or internal business research or for other commercial
purposes such as contacting you about other products or services available from
our affiliates or partners.
If you send us personal
correspondence, such as e-mails, we may keep a record of that correspondence.
We also periodically ask users for feedback that we use to improve our service
and products and add new features. If you respond to these requests, we may
keep a record of your response.
We reserve the right to combine
information from third parties to the information we collect about you or your device,
for instance to research prospective clients. From time to time we may purchase
marketing data from third parties and add it to our existing user database, to
better target our advertising and to provide pertinent offers in which we think
you would be interested. To enrich our profiles of individual customers, we may
tie this information to the personal information you have provided to us.
COOKIES AND LOG FILES
Our Sites use “cookies” and “log
files” so that we can recognize revisits to our Sites and provide a more
personalized experience. Cookies are sent to your browser from our Sites and
information about your usage and devices, such as host domain, IP address,
pages accessed, clickstreams, time spent on our Sites and general browser
statistics. Sparta Systems uses this information to, among other things,
identify broad demographic trends that may be used to provide information
tailored to your interests. We also monitor customer traffic patterns and Site
usage to help us refine and improve the design and layout of our Sites and the
overall user experience. We may link the information we store in cookies to
personal information you submit while on our Sites. Our policy is that we do
More specifically, Sparta Systems
We may use Google Analytics, a
web analytics service provided by Google, Inc. (“Google”) on our Sites. Google
information generated by the cookie about your use of the Site will be
transmitted to and stored by Google on servers in the United States. Google uses
this information to help us evaluate usage patterns on the Sites and providing
other services to Sparta relating to Site activity and internet usage. You may delete
or reject cookies by selecting the appropriate settings on your browser,
however please note that if you do this you may not be able to use the full
functionality of the Sites. By using the Sites, you consent to the processing
of data about you by Google in the manner and for the purposes set out above.
SHARING YOUR INFORMATION
Our policy is to not share the
information described above with third parties or transferred or used outside
of Sparta without your prior consent. We
may, however, share the information we collect about you in limited
In each situation described
above, the recipients of your data may potentially be located in any country in
the world. If you are a resident in any EU member state or Switzerland, for
example, you must be aware that the EU and Swiss authorities do not generally
consider that the regulations of non-EU and non-Swiss countries ensure an
adequate or equivalent level of protection as compared to the EU and Swiss data
TRACKWISE USER GROUP
The TUG Portal is a knowledge
community for Sparta Systems customers. The broad membership represents both
technical and business users across all industries, from various size
organizations, and from regions around the globe. The TUG Portal provides both
existing and prospective clients with an interactive community to facilitate
the exchange of ideas and user experiences, discuss common goals and objectives
for TrackWise enhancements, promote best practices, and share information.
By registering on the TUG Portal,
you consent for Sparta to use your information to allow you to create an
account, and to create a profile for you based on information that you have
provided to us. Sparta’s policy is to not share such account or profile
information with third parties, unless otherwise provided herein.
Information you post in public
areas of the TUG Portal visible to other members may be accessed, used, and
stored by members, including others members in countries that might not have
legislation that guarantees adequate protection of personal information as
defined by your country of residence. If you provide information in the areas
of TUG visible to other members, other members may use your personal
information to contact you for networking or other purposes. Sparta does not
control these third parties and we are not responsible for their use of
information you post or otherwise make publicly available in the TUG Portal.
Accordingly, we recommend that you not provide personal information on these
public areas of the TUG Portal, particularly sensitive information. Please note
that while we attempt to limit access to our TUG Portal to legitimate users
(existing and potential TrackWise customers), we cannot guarantee that other
parties will not gain access to this Portal.
You may have access to, review,
correct, update, change or delete your account TUG profile information at any
time. Simply log into your account, go to your profile, and make the necessary
changes. Before providing you with a copy of your personal information or
correcting, updating or deleting such information, we reserve the right to
verify and authenticate your identity and the personal information to which you
have requested access. Access to or correction, updating or deletion of your
personal information may be denied or limited by Sparta if it would violate
another person’s rights and/or as otherwise permitted by applicable law. We
will use commercially reasonable efforts to respond to information access
requests within 30 days of receipt. If we require additional time to provide
access to your information, we will acknowledge receipt of your request within
30 days and supplement our response within the time period required by
If you wish to delete or close
your account or account profile information altogether, please email
firstname.lastname@example.org to contact us. An email will be sent to you to
confirm that your personal information has been deleted (save for an archival
copy which is not accessible by you or third parties on the Internet). The archival
copy is retained only for as long as Sparta reasonably considers necessary for
audit and record purposes. We will also retain logs, demographic, indirect, and
statistical information that may relate to you but do not identify you
personally. If your personal information was previously accessed by others
using our Sites, we are not able to delete the information or copies thereof
from their systems.
If you do not log into your
account for a significant period of time, it will expire and be scheduled for
deletion. Our current expiration and deletion period is 36 months; we may
extend or reduce this period. Deletion of expired accounts occurs on a periodic
basis and includes the deletion of all applicable account data including
If you previously opted to
receive newsletters, commercial e-mails or other communications from Sparta or
third parties, but subsequently change your mind, you may opt-out by editing
your account profile as described above. If you previously opted not to receive
such communications, you may later opt-in by editing your account profile.
SOLUTIONS SUPPORT PORTAL
Sparta’s Solutions Support Portal
allows TrackWise support and maintenance customers to request product support
via the Site. By registering on the Solutions Support Portal, you consent for
Sparta to use such information to allow you to create an account and to create
a profile for you based on information that you have provided to us. Sparta
will not voluntarily share such account or profile information but will use
such information (along with support request information) within Sparta to
provide product support and resolution of issues relating to TrackWise.
From time to time we send our
visitors e-mail messages with announcements, enhancements, maintenance
information and general updates. If you no longer wish to receive these
promotional communications, you may opt-out of receiving them by following the
instructions included in each communication or you may contact us at
email@example.com. You may also request access to personal data about
you that Sparta holds and you may have the opportunity to request a correction
or amendment to your personal data.
To make changes or to delete your
TUG Portal profile, please see the Section “TRACKWISE USER GROUP” above.
Sparta has implemented
commercially reasonable technical and organizational measures to protect your information
collected through the Sites, both during transmission and once we receive it.
No method of transmission over the Internet, or method of electronic storage,
is 100% secure, however, and we cannot guarantee its absolute security.
You are responsible for ensuring
that your log-in credentials (your username and password) to the TUG Portal
and/or the Solutions Support Portal are kept confidential.
If you have any questions about
security on our Site, you can email us at firstname.lastname@example.org.
U.S.-E.U. AND U.S-SWISS SAFE HARBOR
Sparta Systems is committed to
complying with the U.S.-E.U. Safe Harbor Framework and the U.S.-Swiss Safe
Harbor Framework as set forth by the U.S. Department of Commerce regarding its
handling of personal information from European Union member states and
Switzerland. Sparta Systems has
certified that it adheres to the Safe Harbor Privacy Principles of Notice,
Choice, Onward Transfer, Security, Data Integrity, Access, and
Enforcement. You may view Sparta Systems’
Safe Harbor Certification at http://safeharbor.export.gov/list.aspx. For more information about the Safe Harbor
Principles, please visit the U.S. Department of Commerce’s website at
YOUR CALIFORNIA RIGHTS
A California resident who has
provided personal information to a business with whom he/she has established a
business relationship for personal, family, or household purposes (“California
customer”) is entitled to request information about whether the business has
disclosed personal information to any third parties for the third parties’
direct marketing purposes. In general, if the business has made such a
disclosure of personal information, upon receipt of a request by a California
customer, the business is required to provide a list of all third parties to
whom personal information was disclosed in the preceding calendar year, as well
as a list of the categories of personal information that were disclosed.
However, under the law, a
business is not required to provide the above-described lists if the business
disclosing customer’s personal information to third parties for their direct
marketing purposes unless the customer first affirmatively agrees to the
disclosure, as long as the business maintains and discloses this policy.
Rather, the business may comply with the law by notifying the customer of his
or her right to prevent disclosure of personal information and providing a cost
free means to exercise that right.
Sparta Systems does not share,
sell, trade, or rent your personal information to third parties for their direct
marketing purposes unless you affirmatively agree to such disclosure.
California customers may request
further information about our compliance with this law by e-mailing email@example.com.
Please note that we are only required to respond to one request per customer
each year, and we are not required to respond to requests made by means other
than through this e-mail address.
In addition, under California law,
website operators are required to disclose how they respond to Web browser “do
not track” signals or other similar mechanisms.
Currently, Sparta’s practice is to continue to track users after a
consumer has enabled a “do not track” signal.
This law also requires website operators to disclose whether third
parties may collect personally identifiable information about their users’
online activities over time and across different Sites when the users use the
operator’s website. Sparta does not
knowingly permit third parties to collect personally identifiable information
about an individual consumer’s online activities over time and across different
Web sites when a consumer uses our Sites.
CHANGES TO THIS POLICY
If we make material changes to
that you have submitted to us. We may also post those changes through a
prominent notice on the www.spartansystems.com so that you will always know
what information we gather, how we might use that information, and to whom we
will disclose it.
LINKS TO OTHER SITES
Our Sites may contain links to
other sites. Please be aware that we do not endorse and are not responsible for
does not apply to such sites. You should contact these sites directly for
information on their privacy policies and data collection/distribution
Sparta Systems does not knowingly
collect information from children under the age of 13 and Sparta Systems does
not target its Sites or its products to children under the age of 13. If you are under 13 years of age, you may not
use our Sites.
© 2014 Sparta Systems Inc. All Rights Reserved
("Terms") under which you ("You") may use the Site and the Site
Services (each as defined below), including without limitation, the TrackWise
User Group Portal and the Solutions Support Portal. These Terms include the
These Terms constitute a binding agreement
between You and Sparta Systems, Inc. (“Sparta”), and are deemed accepted by You
each time that You use or access the Site or Site Services. If You do not
accept the Terms stated here, do not use the Site or the Site Services.
The content, information, documents, organization, gathering,
compilation, presentation, and all other aspects of the website at www.spartasystems.com
(the “Site”) are the work of Sparta Systems, Inc. (“Sparta”) and/or its third
party providers and are protected under applicable copyright, trademark and
other proprietary (including but not limited to intellectual property) rights.
This Site and its contents contain general background information only and none
of the information constitutes a representation or warranty by Sparta Systems
or its affiliates, licensors or suppliers.
The Site includes certain features and
services, including a Solutions Support Portal accessible via a link on the
home page of the Site and TrackWise User Group Portal accessible
by clicking the TUG Portal tab on the home page of the Site (collectively, the “Site Services”). Each
Site Service requires users to create an account and/or individual profiles,
which may include personal information (“Profiles”), and to make these
Profiles, or aspects thereof, public.
Sparta may revise these Terms at any time by
posting an updated version to this Web page. You should visit this page
periodically to review the most current Terms because they are binding on You.
Users who violate these Terms may have their
access and use of the Site and/or Site Services suspended or terminated, at Sparta’s
You must be 13 years of age or older to visit
or use this Site in any manner, and, if under the age of 18 or the age of
majority as that is defined in Your jurisdiction, You must use the Site under
the supervision of a parent, legal guardian, or other responsible adult.
The entire contents of this Site
(“Sparta Content”) are subject to copyright protection. All Sparta Content is
the property of Sparta or its licensors. You may not copy the contents of this Site
other than for non-commercial individual reference with all copyright or other
proprietary notices retained, and thereafter the contents may not be recopied,
reproduced or otherwise redistributed. Except as expressly provided above, you
may not otherwise copy, display, download, distribute, modify, reproduce,
republish or retransmit any information, text or documents contained in this
Site or any portion thereof in any electronic medium or in hard copy, or create
any derivative work based on such images, text or documents, without the
express written consent of Sparta. Nothing contained herein shall be construed
as conferring by implication, estoppel or otherwise any license or right under
any patent or trademark of Sparta, its affiliates or licensors or any third
party. Sparta prohibits the use of any Sparta trademark, or any related
graphic, as a "hot link" to any website unless approved by Sparta.
Sparta Systems, Inc. (and the
Sparta Systems logos) and TrackWise (and the TrackWise Logos) and all other
product names, whether or not appearing in large print or with the trademark
symbol, are trademarks of Sparta, its affiliates, related companies or its
licensors or joint venture partners, unless otherwise noted. The use or misuse
of these trademarks or any other materials, except as permitted herein, is expressly
prohibited and may be in violation of copyright law, trademark law, the law of
slander and libel, the law of privacy and publicity, and communications
regulations and statutes.
When You access the Site to use the TUG
Portal or Solutions Support Portal, You will be asked to create an account and
provide Sparta with certain information including, without limitation, a valid
email address (Your "Information").
You acknowledge and agree that You are solely
responsible for the form, content and accuracy of any content placed by You on
You understand and acknowledge that You have
no ownership rights in Your account and that if You cancel Your Sparta account
or Your Sparta account is terminated, all Your account information from Sparta,
including Profiles will be marked as deleted in and may be deleted from
Sparta's databases and will be removed from any public area of the Site.
Information may continue to be available for some period of time because of
delays in propagating such deletion through Sparta’s web servers. In addition,
third parties may retain saved copies of Your Information.
Sparta reserves the right to delete Your
account and all of Your Information after a significant duration of inactivity.
The Site Services may be used only by
TrackWise customers and in the case of the TUG Portal, by prospective
customers. The term “post” as used herein shall mean information that You
submit, publish or display on the TUG Portal, the Solutions Support Portal or
otherwise on the Site.
All users agree to not:
(a) transmit, post, distribute, store or
destroy material, including without limitation Sparta Content, in violation of
any applicable law or regulation, including but not limited to laws or
regulations governing the collection, processing, or transfer of personal information,
(b) violate or attempt to violate the
security of the Site including attempting to probe, scan or test the
vulnerability of a system or network or to breach security or authentication
measures without proper authorization;
(c) reverse engineer or decompile any parts
of the Site;
(d) aggregate, copy or duplicate in any
manner any of the Sparta Content or information available from the Site, other
than as permitted by these Terms;
(e) frame or link to any Sparta Content or
information available from the Site, unless permitted by these Terms;
(f) post any content or material that
promotes or endorses false or misleading information or illegal activities, or
endorses or provides instructional information about illegal activities or
other activities prohibited by these Terms, such as making or buying illegal
weapons, violating someone's privacy, providing or creating computer viruses or
(g) share with a third party any login credentials
to the Site Services;
(h) access data not intended for You or
logging into a server or account which You are not authorized to access;
(i) post or submit to the Site any
incomplete, false or inaccurate biographical information or information which
is not Your own;
(j) solicit passwords or personally
identifiable information from other users;
(k) delete or alter any material posted by
any other person or entity;
(l) harass, incite harassment or advocate
harassment of any group, company, or individual;
(m) send unsolicited mail or email, make
unsolicited phone calls or send unsolicited faxes promoting and/or advertising
products or services to any user, or contact any users that have specifically
requested not to be contacted by You;
(n) attempt to interfere with service to any user
including, without limitation, via means of submitting a virus to the Site, overloading, "flooding",
"spamming", "mailbombing" or "crashing";
(o) promote or endorse an illegal or
unauthorized copy of another person's copyrighted work; or
(p) use the Site Services for any unlawful
purpose or any illegal activity, or post or submit any content that is
defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene,
threatening, abusive, hateful, racist, discriminatory, of a menacing character
or likely to cause annoyance, inconvenience, embarrassment, anxiety or could
cause harassment to any person or include any links to pornographic, indecent
or sexually explicit material of any kind, as determined by Sparta’s
Postings on the TUG Portal, Solutions Support
Portal or otherwise on the Site may not contain:
(a) any hyperlinks, other than those
specifically authorized by Sparta;
(b) inaccurate, false, or misleading
(c) material or links to material that
exploits people in a sexual, violent or other manner, or solicits personal
information from anyone under 18. or
sale, promotion or advertisement for products or services.
Sparta reserves the right to remove
any content from the Site, which in the reasonable exercise of Sparta’s
discretion, does not comply with the above Terms, or if any content is posted
that Sparta believes is not in the best interest of Sparta.
If at any time during Your use of the Site
Services, You made a misrepresentation of fact to Sparta or otherwise misled Sparta
in regards to the nature of Your business activities, Sparta will have grounds
to terminate Your use of the Site Services.
3. User Content and Submissions.
You understand that all information, data,
text or other materials submitted, posted or displayed by You on or through the
Site ("User Content") is the sole responsibility of the person from
which such User Content originated. Sparta claims no ownership or control over
any User Content. You or a third party licensor, as appropriate, retain all
patent, trademark and copyright to any User Content you submit, post or display
on or through Sparta and you are responsible for protecting those rights, as
appropriate. By submitting, posting or displaying User Content on or through Sparta,
you grant Sparta a worldwide, non-exclusive, royalty-free license to reproduce,
adapt, distribute and publish such User Content through Sparta. In addition, by
submitting, posting or displaying User Content which is intended to be
available to TrackWise customers or prospective customers or the general
public, you grant Sparta a worldwide, non-exclusive, royalty-free license to
reproduce, adapt, distribute and publish such User Content for the purpose of
promoting Sparta and its services. Sparta will discontinue this licensed use
within a commercially reasonable period after such User Content is removed from
Sparta. Sparta reserves the right to refuse to accept, post, display or
transmit any User Content in its sole discretion.
If You post User Content on the Site, You
also permit any user to access, display, view, store and reproduce such User
Content for personal use. Subject to the foregoing, the owner of such User
Content placed on the Site retains any and all rights that may exist in such
User Content. Sparta may review and remove any User Content that, in its sole
judgment, violates these Terms, violates applicable laws, rules or regulations,
is abusive, disruptive, offensive or illegal, or violates the rights of, or
harms or threatens the safety of, users of the Site. Sparta reserves the right
to expel users and prevent their further access to the Site and/or use of Site
Services for violating the Terms or applicable laws, rules or regulations. Sparta
may take any action with respect to User Content that it deems necessary or
appropriate in its sole discretion if it believes that such User Content could
create liability for Sparta, damage Sparta’s brand or public image, or cause Sparta
to lose users or customers.
Sparta does not represent or guarantee the
truthfulness, accuracy, or reliability of User Content, derivative works from
User Content, or any other communications posted by users nor does Sparta
endorse any opinions expressed by users. You acknowledge that any reliance on
material posted by other users will be at Your own risk.
We appreciate hearing from our users and
welcome Your comments regarding our Site Services and the Site. Please be
advised, however, that our policy does not permit us to accept or consider
creative ideas, suggestions, inventions or materials other than those which we
have specifically requested. While we do value Your feedback on our services,
please be specific in Your comments regarding our services and do not submit creative
ideas, inventions, suggestions, or materials. If, despite our request, You send
us creative suggestions, ideas, drawings, concepts, inventions, or other
information (collectively the "Submission"), the Submission shall be
the property of Sparta. None of the Submission shall be subject to any
obligation of confidentiality on our part and we shall not be liable for any
use or disclosure of any Submission. Sparta shall own exclusively all now known
or later discovered rights to the Submission and shall be entitled to
unrestricted use of the Submission for any purpose whatsoever, commercial or
otherwise, without compensation to You or any other person.
4. Identification Of Agent To Receive
Notification And Elements Of Notification Of Claimed Copyright or Trademark
If You believe that Your copyrighted work or
trademark has been uploaded, posted or copied to any Sparta Site and is
accessible on such Sparta Site in a way that constitutes copyright or trademark
infringement, please contact Sparta’s Legal Department as follows:
Sparta Systems, Inc.
Drive, Suite 300
Hamilton, NJ 086912000 Waterview Drive, Suite 300
Hamilton, NJ 086912000 Waterview
Drive, Suite 300
Hamilton, NJ 08691
Attn: Legal Department
5. Policy Regarding Termination Of
Users Who Infringe The Copyright Or Other Intellectual Property Rights Of
Sparta respects the intellectual property of
others, and we ask our users to do the same. The unauthorized posting,
reproduction, copying, distribution, modification, public display or public
performance of copyrighted works constitutes infringement of the copyright
owners rights. As a condition to Your use of the Site, You agree not to use the
Site to infringe the intellectual property rights of others in any way. Sparta
reserves the right to terminate the accounts of any users, and block access to
the Site of any users who are repeat infringers of the copyrights, or other
intellectual property rights, of others. Sparta reserves the right, in its sole
discretion, to take these actions to limit access to the Site and/or terminate
the accounts of, at any time, in our sole discretion, users who infringe any
intellectual property rights of others, whether or not there is any repeat
infringement, with or without notice, and without any liability to the user who
is terminated or to the user whose access is blocked. Notwithstanding the foregoing,
in the event that You believe in good faith that a notice of copyright
infringement has been wrongly filed against You, please contact Sparta’s Legal
Department as set out above.
6. Sparta's Liability.
The Site acts as, among other things, a venue
for customers and potential customers to learn about the TrackWise software and
Sparta professional services. The Solutions Support Portal provides a venue for
TrackWise customers to request product support.
The TUG Portal provides a venue for the
exchange of ideas and user experiences and allows customers to discuss common
goals and objectives for TrackWise enhancement, promotion of best practices and
sharing of information. Sparta does not screen or censor the User Content on
the Site. Sparta is not involved in the actual communications between users. As
a result, Sparta has no control over the accuracy, reliability, completeness,
or timeliness of User Content submitted on the Site and makes no
representations about any User Content on the Site.
Note that there are risks, including but not
limited to the risk of physical harm, of dealing with strangers, underage
persons or people acting under false pretenses. You assume all risks associated
with dealing with other users with whom You come in contact through the Site.
By its very nature other people’s information may be offensive, harmful or
inaccurate, and in some cases will be mislabeled or deceptively labeled. We
expect that You will use caution and common sense when using the Site.
Although Sparta attempts to authenticate all users
of the Site Services, user authentication on the Internet is difficult and Sparta
cannot and does not confirm that each user is who they claim to be. Because we
do not and cannot be involved in user-to-user dealings or control the behavior
of participants on the Site, in the event that You have a dispute with one or
more users, You release Sparta (and our agents and employees) from claims,
demands and damages (actual and consequential and direct and indirect) of every
kind and nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with such disputes to the
fullest extent permitted by law.
If You are a California resident, You waive
California Civil Code Section 1542, which says: "A general release does
not extend to claims which the creditor does not know or suspect to exist in
his or her favor at the time of executing the release, which if known by him or
her must have materially affected his or her settlement with the debtor."
Sparta encourages You to keep a back-up copy
of any of Your User Content. To the extent permitted by law, in no event shall Sparta
be liable for the deletion, loss, or unauthorized modification of any User
If You believe that something on the Site
violates these Terms please contact our designated agent set forth in Section 4
If notified of any content or other materials
which allegedly do not conform to these Terms, Sparta may in its sole
discretion investigate the allegation and determine whether to remove or
request the removal of the content. Sparta has no liability or responsibility
to users for performance or nonperformance of such activities.
TO THE FULLEST EXTENT POSSIBLE BY LAW, SPARTA
DOES NOT WARRANT THAT ANY SPARTA SITE OR ANY SITE SERVICES WILL OPERATE
ERROR-FREE OR THAT ANY SPARTA SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES
OR OTHER HARMFUL MECHANISMS. THE INFORMATION ON THIS SITE
IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. INFORMATION ON THIS SITE
MAY BE INACCURATE OR INCOMPLETE AND MAY BE CHANGED WITHOUT NOTICE.
In no event shall sparta, its
affiliates, licensors, suppliers, or any third parties mentioned at this site
be liable for any damages whatsoever (including, without limitation,
incidental, punitive or consequential damages, lost profits, or damages
resulting from lost data or business interruption) resulting from the use or
inability to use the site and the materials on the site, whether based on
warranty, contract, tort, or any other legal theory, and whether or not sparta
is advised of the possibility of such damages. In no event shall sparta’s total
liability to you for all damages, losses, and causes of action (whether in
contract, tort, including without limitation negligence, or otherwise) exceed
the amount paid by you, if any, for accessing this site.
You may not access, download, use or export the Site, or the content provided
on or through the Site, in violation of U.S. export laws or regulations, or in
violation of any other applicable laws or regulations. You agree to comply with
all export laws and restrictions and regulations of any United States or
foreign agency or authority, and not to directly or indirectly provide or
otherwise make available the software, products or services of Sparta in
violation of any such restrictions, laws or regulations, or without all
Sparta makes no claims that information on the Site is appropriate or may be
lawfully viewed, accessed or downloaded outside of the United States.
Information submitted to the Site will be collected, processed, stored,
disclosed and disposed of in accordance with applicable U.S. law and Sparta's
content on the Site may not be legal by certain persons or in certain
countries. If you access the Site from outside of the United States, you do so
at your own risk and are responsible for compliance with the laws of your
jurisdiction. You also acknowledge and agree that Sparta may collect
and use your information and disclose it to other entities outside your
resident jurisdiction. By submitting your information to the Site, you
acknowledge that you consent to the transfer of such information outside your
You agree to defend, indemnify, and hold harmless Sparta, its
affiliates, and their respective officers, directors, employees and agents,
from and against any claims, actions or demands, including without limitation
reasonable legal and accounting fees, alleging or resulting from (i) any User
Content or other material You provide to the Site, (ii) Your use of any Sparta
Content, or (iii) Your breach of these Terms. Sparta shall provide notice to
You promptly of any such claim, suit, or proceeding.
11. Links to
The Site contains links to third party web sites. Sparta has no control over such
web sites and is not responsible for the availability of such external web
sites. Sparta does not endorse and is not responsible or liable for any
content, advertising, products, services or other materials on or available
from such third party web sites linked from the Site. Sparta does not make any representations regarding the
content or accuracy of materials on such third party web sites and your use of
third party web sites is at your own risk and subject to the terms and
conditions and policies and procedures of such sites.
Responsibility to Protect against Viruses
Sparta has no intention of distributing any electronic
materials designed to deliberately cause errors in or disrupt use of any
computer system. However, it is your responsibility to take precautions to
ensure that whatever you may download from this Site is free of such items as
viruses and other items of a destructive nature.
Law and Jurisdiction
This Site is controlled by Sparta Systems from its offices in
Hamilton, New Jersey, in the United States of America. All matters relating to
access to, or use of, this Site shall be governed by the laws of the State of
New Jersey and the United States. Any legal action or proceeding relating to
access to, or use of, this Site or the information it contains shall be subject
to the exclusive jurisdiction of the state and federal courts located in New
Jersey. By accessing or using this Site, you agree to submit to the
jurisdiction of, and agree that venue is proper in, these courts in any such
legal action or proceeding.
These Terms will remain in full force and effect while You are a user of
the Site. Sparta reserves the right, at its sole discretion, to pursue all of
its legal remedies, including but not limited to removal of Your User Content
from the Site and immediate termination of Your ability to access the Site
and/or Site Services provided to You by Sparta, upon any breach by You of these
Terms or if Sparta is unable to verify or authenticate any information You
submit to the Site Services registration. Even after You are no longer a user
of the Site, certain provisions of these Terms will remain in effect, including
Sections 1, 3, 5, 6, 7, 10, 11 and 13.
© Sparta Systems, Inc. 2013. All rights reserved.
THIS MASTER SUBSCRIPTION AND SERVICES AGREEMENT (THE “AGREEMENT”) IS ENTERED INTO BETWEEN SPARTA SYSTEMS AND THE CUSTOMER IDENTIFIED IN THE ORDER FORM ENTERED INTO BETWEEN THE PARTIES. YOUR SIGNATURE TO THE ORDER FORM CONSTITUTES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT AND CUSTOMER HEREBY AGREES TO BE BOUND TO THE TERMS AND CONDITIONS HEREIN. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. SPARTA AND THE CUSTOMER ARE FROM TIME TO TIME EACH REFERRED TO HEREIN AS “PARTY” AND COLLECTIVELY AS THE “PARTIES”.
TERMS AND CONDITIONS
In addition to the terms elsewhere defined in this Agreement, the following terms used in this Agreement will have the following meanings:
1.1. “Account” means a unique account established by Customer to enable its Suppliers to access and use the Subscription Service.
1.2. “Affiliate” means any entity which controls, is controlled by, or is under common control with a Party, where “control” means the legal, beneficial or equitable ownership of at least a majority of the aggregate of all voting equity interests in such entity.
1.3. ”Authorized Contractor” means any third-party contractor(s) or service provider(s) authorized by Customer to perform services for Customer.
1.4. “Authorized Third Party” means an individually unique and identifiable user of the Sparta Products located outside Customer’s firewall, who is authorized by the Customer to use the Sparta Products in accordance with Section 2. An Authorized Third Party may include a third party provider of goods as designated by Customer.
1.5. “Consulting Services” means any additional installation, configuration or training services to be delivered by Sparta, as set forth in a Statement of Work.
1.6. “Content” means all files, records, text, or data transmitted, stored or retrieved by a Permitted User through use of the Subscription Service.
1.7. “Customer TrackWise System of Record” means Customer’s on premise TrackWise instance, managed by the Customer which contains Customer’s quality management records including Content.
1.8. “Documentation” means the then-current user documentation published and made generally available by Sparta for the Sparta Products in the form of manuals and function descriptions in printed or electronic form, as the same may be modified by Sparta from time to time. The terms contained in this Documentation are hereby incorporated into this Agreement by reference.
1.9. “Fees” means the amounts payable to Sparta as specified in a mutually agreeable Order Form for the Subscription Services.
1.10. “Malware” means any software program or code which may destroy, interfere with, corrupt, or cause undesired effects on program files, data, or other information, executable code or application software macros.
1.11. “Order Form” means a mutually agreeable order form that describes the Sparta Products to be purchased by Customer.
1.12. “Order Start Date” means the date Sparta provides the Customer the Administrator ID.
1.13. “Permitted Affiliate” means an Affiliate of the Customer that is permitted to use the Sparta Products and Documentation in accordance with Section 2.
1.14. “Permitted User” means a Permitted Affiliate, Authorized Third Party or Authorized Contractor , identified by a unique email address and user name, who is registered under the Account; provided that no two users may register or use the Subscription Services as the same user.
1.16. “Sparta Products” means that certain quality management Licensed Software and Subscription Services developed and owned by Sparta, its Affiliates and their licensors and licensed or provided under the mark TrackWise® or Stratas®, as the same may be modified by Sparta, its Affiliates, and their licensors from time to time.
1.17. “Statement of Work” means a mutually agreeable and signed document entered into between the Parties identifying the Consulting Services to be performed by Sparta.
1.18. “Subscription Services” means Sparta’s proprietary on-line quality management services, mobile applications and related products as reflected in an Order Form issued pursuant this Agreement.
1.19. “Subscription Term” means the time commencing on the Order Start Date and ending twelve (12) months thereafter, unless otherwise specified in the Order Form.
1.20. “Support Services Policy” means the technical support services for the Subscription Services as described within Exhibit A.
1.21. “System” refers to the software systems and programs, communication and network facilities, and hardware and equipment used by Sparta or its agents to provide the Subscription Services.
1.22. “Third Party IP Claim” means any claim, suit or proceeding brought by a third party to the extent such claim, suit or proceeding is based upon an allegation that the Sparta Products infringes any patent, copyright, trademark or trademark.
1.23. “Transaction” means the creation of a single record by a Permitted User and any update or transmission of such record.
2. Access and Use of the Subscription Services
2.1. Subscription Services. Subject to Customer’s compliance with the terms of this Agreement, Sparta hereby grants Customer, solely for Customer’s internal business purpose only, the non-exclusive right during the Subscription Term and for the quantity of Transactions purchased pursuant to a mutually agreeable Order Form, to allow Permitted Users to create transactions and transmit, store and retrieve Content through use of the Subscription Service.
2.2. Permitted Users. In connection with the use of the Sparta Products by a Permitted User, Customer hereby agrees to: (i) make each such Permitted User aware of the terms of this Agreement and the Documentation, including, without limitation, the use limitations contained in Section 2; (ii) monitor each such Permitted User’s compliance with the terms contained in this Agreement and the Documentation; and (iii) remain responsible and liable to Sparta for any and all violations of the terms contained in this Agreement and in the Documentation by any Permitted User.
2.3. Restrictions on Use of the Subscription Service. Customer shall remain responsible for all actions by its Permitted Users in connection with their use of the Sparta Products and shall ensure that its Permitted Users comply with the terms of this Agreement. Customer shall not nor shall it permit its Permitted Users to: (i) modify, alter, tamper, repair or otherwise create derivative works of the Sparta Products; (ii) reverse engineer disassemble or decompile the Sparta Products; (iii) sell, rent, resell, lease, or sublicense the Sparta Products to any third party; (iv) upload or distribute in any way Content that contains viruses, corrupted files, or any other software code that could damage the operation of the Subscription Services or any other computer or facilities; (v) interfere with or disrupt networks or facilities used in providing, or that are connected to the Subscription Service; (vi) transmit or post any material that is unlawful, harassing, libelous, abusive or threatening; nor (vii) interfere with another customer or users use of the Subscription Service. Sparta may at any time suspend or disable any use of the Subscription Services or disable any Content as to which Sparta reasonably and in good faith deems necessary to comply with legal process or prevent imminent harm to Sparta’s System, the Subscription Service or any third party, in which case Sparta will notify Customer of such suspension or disablement as soon as reasonably practicable
2.4. Suspension of Subscription Service. Sparta may suspend Customer’s access to the Subscription Service if it reasonably suspects: (i) that the Account is being used in a manner that may cause Sparta to have legal liability or disrupt others' use of the Subscription Services; (ii) any malicious code, virus or other harmful code in Customer’s Account or Content; or (iii) use of excessive storage capacity or bandwidth which may disrupt the overall performance and uptime of the Subscription Service.
3. Third Party Software & Services
Sparta makes third-party applications and services (“Third Party Products”), which are separately licensed by their provider, available to its customers in connection with the Sparta Products. Sparta makes no warranties of any kind and assumes no liability whatsoever for Customer’s use of such Third Party Products.
4. Content Security; Data Privacy
4.1. Security. Without limiting the Section 7.3 (Disclaimer of Warranties) or Customer’s obligations Under Section 5, Sparta will implement commercially reasonable administrative, physical, and technical measures including disaster recovery procedures designed to secure the Content against accidental or unlawful loss, access or disclosure.
4.2. Content and Data in the United States. The Subscription Service is provided from the United States. By using and accessing the Subscription Service, Customer agrees and acknowledges that the Content will be stored and processed in the United States. Sparta reserves the right to store and process Content outside of the United States, and will use commercially reasonable efforts to provide Customer with at least 30 days’ notice of any such changes in the processing location.
5. Customer Responsibilities
5.1. Establishment of Accounts. Customer will comply with the procedures set forth in the Documentation in establishing and maintaining Accounts. Sparta will initially provide the administrator identification to the Administrator to access the Subscription Services. As between the Administrator and Sparta, the Administrator will be solely responsible for the assignment and management of the Accounts.
5.2. Content. Customer shall: (i) be solely responsible for the nature, quality and accuracy of the Content; (ii) ensure that the Content including the transmission and storage thereof complies with this Agreement, all applicable laws and regulations; (iii) promptly handle and resolve any notices and claims relating to the Content; (iv) promptly handle and resolve any notices sent to Customer by any other person claiming that any Content violates any person’s rights, including take-down notices pursuant to the Digital Millennium Act; and (v) maintain appropriate security, and protection of the devices accessing the Subscription Services. Sparta shall have no responsibility to Customer or any Permitted User for (a) any unauthorized disclosure or access to an Account or Content as a result of Customer’s or Permitted User’s misuse of the Subscription Service or loss or theft of any password or username, or (b) any deletion, destruction, damage or loss of Content caused by or at the discretion of Customer or a Permitted User.
5.3. Notification of Unauthorized Use. Customer will immediately notify Sparta in writing of any unauthorized use of any Account, Content or the Subscription Service that comes to Customer’s attention. In the event of any such unauthorized use by any third party that obtained access to the Subscription Service directly or indirectly through Customer or through any Permitted User, Customer will take all steps necessary to terminate such unauthorized use. Customer will provide Sparta with such cooperation and assistance reasonably necessary to resolve such unauthorized use.
6. Support Services
Support Services. Subject to payment of the fees associated with the Order Form, Sparta will provide the Support Services as specified in Support Services Policy, as may be revised from time to time by Sparta.
7. Warranty and Disclaimer
7.1. Subscription Service Performance Warranty. Sparta represents and warrants that during the Subscription Term, the Subscription Service shall perform substantially in accordance with Documentation in their then current form. In the event of a breach of the foregoing warranty, Customer, as its sole and exclusive remedy, will be entitled to a pro-rata refund of any prepaid fees paid for the remainder of the Subscription Term. Upon Customer’s receipt of any such refund, any software licenses or access to the Sparta Products shall automatically terminate.
7.2. Customer Warranties. Customer represents and warrants to Sparta that (a) Customer or its licensors own all right, title and interest to the Content; and (b) Customer has all the rights in the Content to grant the rights to Sparta contemplated by this Agreement.
7.3. Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7, SPARTA MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, AS TO ANY MATTER WHATSOEVER. SPARTA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPARTA DOES NOT WARRANT THAT THE SPARTA PRODUCTS (INCLUDING ANY SUPPORT SERVICES) WILL BE ERROR FREE, WILL MEET CUSTOMER’S REQUIREMENTS, OR BE TIMELY OR SECURE. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON AN REPRESENATIONS OR WARRANTY ON BEHALF OF SPARTA TO ANY THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SPARTA PRODUCTS AND SUPPORT SERVICES ARE PROVIDED "AS IS", AND EXCEPT FOR THE EXPLICIT REPRESENTATIONS AND WARRANTIES STATED HEREIN, SPARTA AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED (BY STATUTE, COMMON LAW OR OTHERWISE) INCLUDING WITHOUT LIMITATION, AS TO THEIR ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF SPARTA HAS BEEN INFORMED OF SUCH PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR OTHER TERMS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
8.1. Intellectual Property Infringement. Subject to the provisions of Sections 8.2 and 8.3, Sparta will defend Customer against any Third-party IP Claim. Sparta shall pay Customer the damages, reasonable and verifiable costs, and expenses (including reasonable legal fees) finally awarded against Customer by a court of competent jurisdiction (or settlements agreed to in writing by Sparta), directly attributable to such Third-party IP Claim.
8.2. Conditions. Sparta’s indemnification obligations under Section 8.1 are subject to the following conditions: (i) Customer will provide Sparta with prompt written notice of any Third-party IP Claim; (ii) Customer will permit Sparta to assume and control the defense and settlement of any Third-party IP Claim; (iii) Customer will not prejudice the defense of any Third-party IP Claim; and (iv) Customer will provide Sparta with such assistance, documents, authority and information as it may reasonably require in relation to any Third -party IP Claim and defense or settlement thereof.
8.3. Exceptions. To the extent permitted by law, Sparta will have no liability to Permitted User under Section 8.1 for any Third-party IP Claim that: (i) arises out of any unauthorized use, reproduction, or distribution of the Sparta Products; (ii) arises out of any modification or alteration of the Sparta Products by anyone other than Sparta without the written approval of Sparta; (iii) arises out of the use of the Sparta Products in combination with any other software or equipment not supported in the Documentation; or (iv) would have been avoided by use of the latest Update of the Sparta Products and Documentation.
8.4. Sole and Exclusive Remedy. THE FOREGOING STATES SPARTA’S ENTIRE OBLIGATION AND LIABILITY, AND CUSTOMER’S SOLE RIGHT AND REMEDY, FOR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. NOTWITHSTANDING THE FOREGOING, SPARTA WILL HAVE THE RIGHT TO TERMINATE CUSTOMER’S RIGHT TO USE THE SUBSCRPTION SERVICES AND PROVIDE A PRO-RATA REFUND OF ANY PREPAID FEES FOR THE SUBSCRIPTION SERVICES.
9. Proprietary Rights
Sparta is the owner of various intellectual property and technology rights associated with the Sparta Systems, Inc. Products, including patent, copyright, trade secret, trademark and service mark rights. Except for the rights expressly granted herein, Sparta does not license or transfer to Customer or any Permitted User or other third party any of Sparta’s technology or other intellectual property or technology rights. All right, title and interest in and to the Sparta’s technology and intellectual property will remain solely with Sparta. Customer agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from or about any of the Sparta Products or Sparta’s technology. Sparta agrees that data and information provided by Customer in connection with this Agreement shall remain, as between Sparta and Customer, owned by Customer.
10. Fees & Payment
10.1. Subscription Plan. The pricing and quantity of Transactions of the Sparta Products selected by a Customer shall be set forth in the Order Form. The Subscription Service is sold on a subscription basis with all Transactions expiring within twelve (12) months from the Order Start Date. All Transactions sent in excess of the quantity of Transactions purchased pursuant to an Order Form shall be invoiced within thirty (30) days of the expiry of the Subscription Term. The total number of Transactions consumed shall be based upon the sum of all Transactions that have been created, whether or not it has been received by a recipient or the recipients have performed any actions upon any workflow within the Transaction.
10.2. Payment Terms. Customer will pay Sparta the amounts set forth in each Order Form. An Order Form is not binding until signed by both Parties at which point it will be deemed to be incorporated into this Agreement. Unless otherwise specified in an applicable Order Form, the first invoice will be submitted to the Customer within thirty (30) days from the Order Start Date, and Customer will pay all amounts due within thirty (30) days of the date of the applicable invoice. In the event fees remain unpaid after thirty (30) days from the date of invoice, Sparta shall have the right to assess a late payment charge on any overdue amounts equal to the lesser of (i) two percent (2%) per month; or (ii) the highest rate allowed by law.
10.3. Taxes. Unless otherwise stated, Sparta’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases of the Subscription Services, excluding taxes based on Sparta’s net income or property. If Sparta has the legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Sparta with a valid tax exemption certificate authorized by the appropriate taxing authority.
11. Term & Termination
11.1. Term of Agreement. Unless sooner terminated as stated below, this Agreement shall commence on the Order Start Date and end upon the earlier of: (i) twelve (12) months after the Order Start Date; or (ii) the expiration of all Subscription Services granted pursuant to this Agreement.
11.2. Renewal. Unless otherwise terminated as provided herein, this Agreement shall automatically renew on an annual basis at the rate set forth in the applicable Order Form or invoice; provided however, that Sparta may increase fees for any future annual period so long as Sparta provides Customer with sixty (60) days’ notice of any fee increase. Customer may cancel the Subscription Services with written notice of such cancellation at least thirty (30) days prior to the end of annual renewal period.
11.3. Termination for Cause. Either Party may terminate this Agreement effective upon delivery of written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) das of delivery of written notice. Notwithstanding the foregoing, if Customer fails to cure any payment default within ten (10) days of delivery of written notice thereof, Sparta may terminate Customer’s ability to access the Subscription Services and any license(s) for the Sparta Products for which Customer has failed to pay.
11.4. Post-Termination Obligations. Upon termination or expiration of this Agreement, for any reason, Customer will have no further rights to use the Subscription Services or Sparta Products.
11.5. Surviving Provisions. All provisions relating to confidentiality, Sparta’s ownership and proprietary rights, limitations of liability, disclaimers of warranties, waiver, and governing law and jurisdiction shall survive the termination of this Agreement.
12. Limitation of Liability
12.1. Limitations of Liability.
12.1.1. To the extent permitted by law, except for: (i) its obligations with respect to any Third -party IP Claim as provided in Section 8.1 (Indemnification of Third-party IP Claims); or (ii) claims relating to death or bodily injury caused by its negligence, Sparta’s and its suppliers’, Resellers’ and Affiliates’ aggregate and cumulative liability for damages (regardless of the form of action, whether in contract, tort (including but not limited to negligence) or otherwise) shall in no event exceed the amount of fees paid by Customer under this Agreement for the Subscription Services in respect of which the claim arose and, if such damages relate to particular Sparta Product, such liability shall be limited to the fees paid for such Sparta Product.
12.1.2. Except for Customer’s: (i) non-compliance with the use restrictions contained within this Agreement or violation of Sparta’s intellectual property rights; (ii) breach of its obligations under Section 13 (Confidentiality); (iii) breach of its obligations under Section 14.1 (Export Controls); (iv) negligence resulting in death or bodily injury; (v) obligation to pay; and/or (vi) fraud or fraudulent misrepresentation, Customer’s aggregate and cumulative liability for damages, regardless of the form of action, whether in contract, tort (including but not limited to negligence) or otherwise, shall in no event exceed the total amounts paid and payable by Customer for: (a) all the Sparta Products ordered prior to the effective date of this Agreement; and (b) the Sparta Products supplied pursuant to this Agreement.
12.1.3. No Consequential Damages. TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR CUSTOMER’S: (I) NON-COMPLIANCE WITH THE USE RESTRICTIONS CONTAINED WITHIN THIS AGREEMENT OR VIOLATION OF SPARTA’S INTELLECTUAL PROPERTY RIGHTS; AND/OR (II) BREACH OF CUSTOMER’S OBLIGATIONS PURSUANT TO SECTION14.10 (EXPORT CONTROLS), IN NO EVENT SHALL EITHER PARTY OR ITS RESPECTIVE SUPPLIERS, RESELLERS OR AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUES, SAVINGS, GOODWILL, DATA OR INACCURACY OF ANY DATA OR COST OF SUBSTITUTE GOODS OR SOFTWARE REGARDLESS OF THE THEORY OF LIABILITY OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS, HOWSOEVER ARISING, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
13.1. Each Party agrees that, for a period of five (5) years from receipt of any Confidential Information (as defined below), it shall maintain the Confidential Information in confidence and not disclose Confidential Information except to its employees, affiliates, contractors, consultants or advisors (“Representatives”) who have a need to know such Confidential Information, provided that (i) such Representatives are bound by written obligations consistent with the provisions of this Section and (ii) the receiving party shall be responsible for any breach by its Representatives; and (c) use the same degree of care as it uses to protect its own confidential information of a similar nature, but not less than reasonable care. “Confidential Information” means any technical, business, sales, affiliate, customer, licensor or other supplier, financial, pricing or other information disclosed hereunder in any form, which is either (i) marked or identified as confidential at the time of disclosure or (ii) of a nature generally understood to be confidential provided the disclosing party generally treats it as confidential. The following information shall be deemed Confidential Information whether or not marked or identified as such: (a) Sparta Products and the Subscription Service; (b) Content; (c) the terms of this Agreement including all Order Forms and pricing thereto, and (d) Sparta’s roadmaps, product plans, product designs architecture, technology and technical information, security audit reviews, business and marketing plans, and business processes.
13.2. Exceptions. The obligations under Section 13.1 will not apply with respect to information that the receiving party can demonstrate: (a) was in its possession at the time of receipt hereunder, without any obligation of confidentiality with respect thereto; (b) is or becomes generally available to the public through no breach of Section 13.1 by the receiving party or its Representatives; (c) following receipt of such information hereunder, is received from a third party under no duty of confidentiality; or (d) is independently developed by or for the benefit of the receiving party without use of or resort to Confidential Information of the disclosing party. The receiving party may disclose Confidential Information to the extent required to comply with applicable law or any judicial or governmental order or process, provided that the receiving party shall, to the extent legally permitted, promptly notify the disclosing party in writing of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s expense, in its efforts to limit such disclosure or obtain a protective order or other confidential treatment with respect thereto.
14. General Provisions
14.1. Export Controls.
14.1.1. Customer acknowledges that the right to access the Subscription Services or use the Sparta Products may be subject to the export control laws of the United States which may include, without limitation, the United States Export Administration Regulations, the Trading With the Enemy Act, the International Emergency Economic Powers Act, the Arms Export Control Act and regulations promulgated by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), as amended from time to time (collectively, the “Export Control Laws”). Customer agrees that all actions taken by Customer in furtherance of fulfillment of this Agreement will be in compliance with applicable Export Control Laws. Customer agrees to comply with all applicable Export Control Laws. In addition, Customer agrees that it will not export, reexport, transfer or license any Software to any parties that are named as a “Specially Designated National” or “Blocked Person” as designated by the OFAC (which is currently published under the Internet address http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx).
14.1.2. If Customer knows, or if acting reasonably, should know, that the Sparta Products could be exported, transferred or licensed in a manner violating applicable Export Control Laws, Customer shall immediately notify Sparta. Furthermore, if Sparta suspects or determines, in its sole and absolute discretion, that any sale of the Software to Customer may violate applicable Export Control Laws, Customer acknowledges and agrees that Sparta may refuse to accept such order for the Sparta Products and such refusal will not be a breach of this Agreement.
14.1.3. Customer agrees to defend, indemnify, and hold harmless Sparta and its Affiliates and their respective directors, officers, agents, employees, contractors, and assigns from and against any and all losses, liabilities, demands, claims, damages, suits, judgments, fines and penalties including attorney’s fees which arise from or in connection with any violation by Customer of applicable Export Control Laws.
14.1.4. Customer agrees at all times to comply with applicable laws and regulations in its performance of this Agreement, including, without limitation, the provisions of the United States’ Foreign Corrupt Practices Act (“FCPA”) and the United Kingdom’s Bribery Act 2010 (“Bribery Act”). Customer will indemnify, defend and hold harmless Sparta and its respective officers, agents and employees from and against any and all losses, costs, claims and other liabilities arising out of, relating to or resulting from Customer’s failure to comply with the provisions of applicable laws or the FCPA or the Bribery Act.
14.2. Governing Law. This Agreement and all matters hereunder shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflicts of law rules. Any claims or litigation arising out of or related to this Agreement shall be brought in the federal or state courts located in New Jersey and the Parties irrevocably consent to the exclusive jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
14.3. Contractual Relationship. Customer is an independent contractor. Nothing in this Agreement shall be construed to create an agency, joint venture, partnership, fiduciary relationship, joint venture or similar relationship between the parties.
Publicity. Customer hereby grants Sparta the right to identify Customer or the legal entity represented by Customer as a customer of Sparta in a press release and to use its name and logo on Sparta’s web site and in other marketing materials.
14.5. Non-solicitation. During the Term of this Agreement and for a period of one year thereafter, Customer will not employ or solicit the employment or services of a Sparta employee without the prior written consent of Sparta. For purposes of this Section 14.3, the advertisement of employment opportunities by a Party in any public forum (including magazines, trade journals, publicly accessible internet sites, classified advertisements, or job fairs open to the public) shall not be considered “solicitation”, and the hiring of an individual as a result of his or her response to such a general employment advertisement or in response to his or her unsolicited employment inquiry shall not constitute a breach of this Agreement.
14.6. Notices. All notices and other communications given or made pursuant to this Agreement concerning a breach, violation or termination hereof will be in writing and will be delivered: (a) by certified or registered mail; or (b) by an internationally recognized express courier. All notices or other communications to Sparta shall be addressed to: ATTENTION: LEGAL DEPARTMENT. All notices to Customer shall be sent to the address identified on page one of this Agreement and addressed to the individual signing this Agreement.
14.7. Waiver. No term of this Agreement shall be deemed waived and no breach or default excused unless such waiver or excuse shall be in writing and signed by the party issuing the same.
14.8. Assignment. Neither this Agreement, nor any right or obligation hereunder, may be assigned, transferred, delegated or subcontracted, by operation of law or otherwise, in whole or in part, by Customer without Sparta’s prior written consent. Due to the importance of Customer’s ownership and management, a Change of Control of Customer shall be deemed an assignment of this Agreement. “Change of Control” of Customer shall mean a transaction or series of transactions (i) pursuant to which Control of Customer is acquired by persons or entities other than those who Control Customer as of the Effective Date of this Agreement, or (ii) resulting in the sale of all or substantially all of Customer’s assets or all or substantially all of Customer’s assets utilizing any Sparta Products. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties, and their permitted successors and assigns. Any attempted assignment or transfer of this Agreement in violation of this Section 15.14.6shall be null and void.
14.9. Entire Agreement. To the extent permitted by law, this Agreement supersedes all prior or contemporaneous agreements or representations including all non-disclosure or confidentiality agreements, whether written or oral, concerning the subject matter hereof. No addition to, or modification of, any provision of this Agreement shall be binding upon the parties unless expressly stated to amend the terms hereof and approved by a duly authorized representative of each party. Customer represents and acknowledges that in entering into this Agreement it did not rely on any representations (whether innocent or negligent), warranties, or terms other than those expressly set forth in the Documentation and this Agreement.
14.10. Severability. If any provision of this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect. Any term which refers to a legal concept or process which exists in one jurisdiction shall be deemed to include a reference to the equivalent or analogous concept or process in any other jurisdiction in which this Agreement may apply or to the laws of which a party may be or become subject.
14.11. Force Majeure. Except for any payment obligations, neither Party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond such Party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.
SUPPORT SERVICES POLICY
This Services Policy (this “Policy”) is entered into between Sparta Systems, Inc., with offices at 2000 Waterview Drive, Suite 300, Hamilton, NJ 08691 (“Sparta”) and the Customer identified in the Master Subscription and Services Agreement. Sparta and Customer are from time to time each referred to herein as a “Party” and collectively as the “Parties”.
Accordingly, Sparta agrees to provide Support Services in accordance with this Policy which may be modified by Sparta from time to time in its sole discretion and issued in writing or posted on Sparta’s online portal. In case of any inconsistency between the terms and conditions of the applicable then-current Policy and the Agreement, the terms and conditions of the applicable then-current Policy will prevail.
General Terms and Conditions
In addition to the terms elsewhere defined in the Agreement, the following terms used in this Policy will have the following meanings:
1.1. “Error” means a verifiable and reproducible failure of the Subscription Service as described in the applicable product documentation.
1.2. “Error Correction” means any modification or addition to the Subscription Service, delivered within a Release and/or Fix, which brings the Subscription Service into material conformity with the specification.
1.3. “Fix” means a work-around, or a planned or emergency patch or service change made to the Subscription Service to correct an Error that is supplied by Sparta, or the implementation of an operational procedure or routine by Customer to diminish or avoid the practical adverse effect of an Error.
1.4. “SaaS Update” means a subsequent release of the Subscription Service, which Sparta generally makes available for its active customers. SaaS Updates may contain, but are not limited to security fixes, critical patch updates, general maintenance releases, selected functionality, and documentation updates. Sparta will use commercially reasonable efforts to provide at least 24 hours’ prior notice before implementing any SaaS Update which may cause Downtime.
1.5. “Downtime” means a period of time when Subscription Services will be unavailable. Downtime is categorized as one of the following:
1.5.1. “Scheduled, planned downtime” means a period of time Subscription Services will be unavailable due to system maintenance during a communicated time window not to exceed four hours on a weekly basis. This window is not included in the calculation of the uptime.
1.5.2. “Scheduled, unplanned downtime” means a period of time Subscription Services will be unavailable due to additional maintenance requirements. This downtime is included in the rolling uptime calculation. In these cases, Sparta will communicate to all impacted customers at least 24 hours prior to the occurrence, providing timeframe and details of the downtime.
1.5.3. “Unscheduled, unplanned downtime” means a period of time Subscription Services will be unavailable. This downtime is included in the rolling uptime calculation. Sparta will attempt to communicate to all impacted customers within one (1) hour of an occurrence, and provide guidance and information as to when the expected downtime will occur.
1.6. “Public Holidays” means the following days as observed in the US: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve and Christmas Day.
1.7. “Support Case” means a single, reproducible issue or reproducible problem with the operation of the Subscription Service as classified within Section 3.1.
1.8. “Support Services” means the technical support services as described within this Policy, which Customer may purchase pursuant to a mutually agreeable Order Form between the Parties.
1.9. “Technical Contact” means the contact(s) nominated by the Customer to be the representative who will work directly with the Sparta’s support staff.
2. Support Services and Availability
2.1. The Support Services identified herein do not include any configuration, training or installation services. For clarity, if such services are needed by the Customer, Customer and Sparta shall enter into a separate statement of work for such services.
2.2. Support Services shall only be provided to the Customer who has entered into an Agreement with Sparta through Customer’s Technical Contact. Sparta shall not provide Support Services directly to a Permitted User who is not a Technical Contact.
2.3. Support Cases as defined in Section 3.2 must be reported to Sparta via the dedicated Sparta telephone number or email address identified below. Only the Technical Contact may report a Support Case.
Customer Support email: Local Telephone Numbers:
mailto:firstname.lastname@example.org European Support number +44 800-098-8533
US Support number +1 800-910-8305 Service Description
Availability (Business Hours)
Telephone and Email Support
Monday – Friday (Excluding Public Holidays)
Central European Time 08:00-17:00
Within the US
08:00 – 17:00 local time
Support Cases logged outside of the business hours will be responded to within the maximum initial response time listed below, on the following business day.
On-line Status Updates
7 days per week, 24 hours per day (Excluding maintenance periods)
A secure on-line customer login facility providing online status updates.
3. Service Level Agreement, Response Times and Escalations
3.1. With the exception of a communicated weekly four (4) hour downtime maintenance window, Subscription Services are available 99.5% per calendar month, twenty-four (24) hours a day seven (7) days a week.
3.2. Sparta will respond to a Support Case, within the Maximum Initial Response Times set forth below. Sparta will determine the severity level of any Support Case in its reasonable discretion.
Maximum Initial Response Time
Severity 1 Support Case
Within one (1) hour
Service is down or unavailable. A Support Case that renders the Subscription Service completely inoperable.
Severity 2 Support Case
Within four (4) hours
A Support Case that substantially restricts functional operations of the Subscription Service.
Severity 3 Support Case
Within one (1) business day
A Support Case that impairs the performance or functions of the Subscription Service.
Severity 4 Support Case
Within two (2) business days
Requests concerning documentation, enhancements or other administrative matters.
3.3. For Support Cases requiring escalation, Sparta Customer Support Engineer (Tier 1) will assign the Support Case to Sparta Customer Support Engineer (Tier 2) for troubleshooting purposes. In cases where Customer Support Engineer (Tier 2) cannot resolve the issue, and if deemed critical, the emergency response process is initiated. If non-critical, the Support Case will be escalated to the Senior Customer Support Engineer. Senior Customer Support Engineer will attempt to resolve escalated issues where possible. If continued issues occur, the Support Case will ultimately trigger the emergency response process. The emergency response process will bring senior level management from Customer Support, R&D, Development Operations, and Product Management where necessary and appropriate.
3.4. Sparta will use commercially reasonable efforts to resolve Support Cases as soon as reasonably practicable. A Support Case is resolved upon the earlier of the following: (i) the issue or problem is resolved; (ii) if the issue or problem is the result of an Error, the provision of a Fix or Error Correction; (iii) Sparta is able to provide an alternative solution; (iv) Sparta confirms that the issue or problem is not due to an Error or deficiency in the Subscription Service; (v) Sparta confirms that the issue or problem is due to a multi-vendor issue; (vi) the Technical Contact requests that Sparta close the Support Case; or (vii) the Support Case has been left open for five (5) consecutive business days, during which period Sparta has not received a response from the Technical Contact.
3.5. Notwithstanding anything herein to the contrary, Sparta will have no obligation to provide Support Services in connection with a Support Case or operational disruption caused by: (i) use of the Subscription Service with software or hardware not designed for use with the operating systems as identified in the system requirements or Documentation; (ii) use of the Subscription Service with hardware that does not satisfy the minimum system requirements; (iii) changes, modifications, or alterations to the Subscription Service not approved in writing by Sparta; (iv) use of the Subscription Service other than in accordance with the documentation and the Agreement; (v) negligence or intentional misconduct of the Customer or its employees and agents or any third party; (vi) connectivity or performance degradation caused by the customers internet service provider; (vii) any issue or problem that Sparta determines is not due to any Error in the Subscription Service (e.g., without limitation, issues or problems caused by stand-alone third party software products used in conjunction with the Subscription Service).
4. Subscription Terms
In the event that fees for Subscription Services remain unpaid for more than thirty (30) days after the expiration of the Subscription Term, Sparta shall be entitled in its sole discretion, to cease providing Support Services.
5. Service Updates
5.1. Sparta Systems will provide SaaS Updates when available and at its discretion. Sparta Systems is under no obligation to develop any future functionality or enhancements. A SaaS Update to the Subscription Service shall automatically replace the previous version of the applicable Subscription Service.
5.2. Where possible, Sparta Systems will schedule Downtime during non-business hours and will provide customers with advance notice in the case of scheduled, unplanned downtime.
6.1. The Customer shall: (i) not permit or authorize anyone other than Sparta to provide Support Services; and (ii) cooperate fully with Sparta’s in the resolution of any Support Case.
6.2. The Technical Contact shall: (i) have completed the administrator training at Customer’s expense; (ii) serve as the internal contact for all Permitted Users and coordinate communications within the Customer environment; (iii) maintain records on behalf of the Customer for Support Services; (iv) serve as the contact(s) with Sparta on all matters relating to Support Services; and (v) be responsible for providing information and support, as requested by Sparta, to assist in the diagnosis, analysis, and resolution of Support Cases; (vi) provide direct support to their Suppliers who have been granted use on behalf of the Customer.
6.3. When reporting Support Cases, Customer must provide Sparta with the information listed below:
6.4. If Customer requests support via remote access, Customer shall ensure that a functioning system enabling such access to the Customer’s technical equipment is installed (subject to the Customer’s reasonable security measures and policies) and that satisfactory communication between the Parties’ computer systems is possible. Customer shall be solely responsible for protecting and backing up its equipment, software and data prior to any such access. Sparta disclaims all liability in connection with remote access support.