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 email@example.com. 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: August 11, 2015
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 firstname.lastname@example.org.
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
email@example.com 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
firstname.lastname@example.org. 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 email@example.com.
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 firstname.lastname@example.org.
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.
Sparta does not collect any financial information on this site.You can raise any concerns with us, or with PrivacyTrust.
© 2015 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.2000 Waterview
Drive, Suite 300Hamilton, 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 IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER WHO HAS PAID FOR THE SERVICES, AS SET FORTH WITHIN THE ORDER FORM ("SUBSCRIBER") AND SPARTA SYSTEMS,
INC. ("SPARTA"), WITH ITS PRINCIPAL PLACE OF BUSINESS AT 2000
WATERVIEW DRIVE, SUITE 300, HAMILTON, NEW JERSEY 08691, EACH A “PARTY”
AND COLLECTIVELY, THE “PARTIES”.
BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE SOFTWARE AND/OR
SERVICES (COLLECTIVELY, THE “SPARTA PRODUCTS”, AS FURTHER DEFINED BELOW),
PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS
ONLINE SUBSCRIPTION AND SERVICES AGREEMENT (“AGREEMENT”) AS THEY GOVERN ACCESS
TO AND USE OF THE SPARTA PRODUCTS.
IN ACCEPTING THIS AGREEMENT, EITHER BY: (I) CLICKING A BOX INDICATING
ACCEPTANCE; (II) EXECUTING AN ORDER FORM THAT INCORPORATES BY REFERENCE THIS AGREEMENT; OR
(III) ACCESSING, DOWNLOADING OR OTHERWISE USING THE SPARTA PRODUCTS, SUBSCRIBER
AGREES TO AND ACCEPTS THIS AGREEMENT AND ACKNOWLEDGES READING, UNDERSTANDING
AND AGREEING TO BE BOUND BY ITS TERMS. IF
ACTING ON BEHALF OF AN ENTITY, SUBSCRIBER REPRESENTS AND WARRANTS THAT IT HAS
THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY AND LEGALLY
BIND THE ENTITY USING THE SPARTA PRODUCTS AND AUTHORIZED USER(S) TO THIS
AGREEMENT. IF THE SUBSCRIBER DOES NOT
ACCEPT THE TERMS OF THIS AGREEMENT, THEN THE SUBSCRIBER AND AUTHORIZED USER(S) ARE NOT PERMITTED TO, AND MUST NOT ACCESS, DOWNLOAD OR
OTHERWISE USE THE SPARTA PRODUCTS.
GENERAL TERMS AND CONDITIONS
1.1. “Account” means a unique
administrator account established by Subscriber to enable its Authorized Users
to access and to use the Sparta Products.
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 User” means
Subscriber’s administrators and end-users who are active employees of
Subscriber, or are Authorized Third-Party Users; each of which are expressly
authorized by Subscriber to access and to use the Sparta Products through
Subscriber’s Account and solely for Subscriber’s internal business
purposes. Subscriber is solely
responsible for the actions of an Authorized User relating to access and use of
the Sparta Products, without limitation.
In the event Subscriber’s administrators, end-users, or its Authorized
Third-Party Users are no longer authorized by Subscriber to access and to use
Subscriber’s Account and the Sparta Products, Subscriber shall terminate or
otherwise disable such access and, to the extent required to implement termination
of such access, notify Sparta promptly.
All Authorized Users must be identified by a unique e-mail address and
1.4. “Authorized Third-Party User” means
end-users of Subscriber’s third-party vendor, supplier, contractor, agent or
other business relation that require limited access and use of the Sparta
Products on behalf of Subscriber and for the benefit of Subscriber. All Authorized Third-Party Users must be
authorized by Subscriber.
1.5. “Confidential Information” means
any and all of the following, disclosed by one party to the other party orally,
in writing or in any form which is either: (i) marked or identified as
“confidential” at the time of disclosure; or (ii) of a nature that a reasonable
business person would understand, under the circumstances, to be confidential
or proprietary; and (iii) all software, research and development information,
know-how, methodologies, materials, formulae, templates, brochures,
configurations, books, compositions, manufacturing and production processes and
techniques, technical data, training curricula, improvements, designs,
drawings, specifications, customer and supplier lists and information
(including, but not limited to, all account information, files, programs,
plans, data and related information), sales data and plans, pricing and cost
information, strategic plans, business and marketing plans and proposals,
assembly, test, installation, service and inspection instructions and
procedures, technical, operating and service and maintenance manuals and data,
hardware reference manuals and engineering, programming, service and
maintenance notes and logs and related documentation or other information
disclosed in connection with the performance of this Agreement or any Order
Form. The following information shall be
deemed Confidential Information whether or not marked or identified as
such: (a) Sparta Products, including any
related software code or Documentation; (b) Subscriber 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, however disclosed.
1.6. “Documentation” means the
then-current user documentation published and made generally available by
Sparta for the Sparta Products and related Sparta services, as may be provided
to Subscriber upon request or made electronically available to Authorized Users
of the Sparta Products, in the form of manuals and functional descriptions, as
the same may be modified by Sparta from time to time to reflect the latest
release of the Sparta Products. The
Documentation is hereby incorporated by reference into this Agreement.
1.7. “Fees” means the amounts payable
to Sparta as specified in an Order Form for the Sparta Products.
1.8. “Intellectual Property” means: all (i)
trademarks, service marks, brand names, certification marks, collective marks,
d/b/a’s, Internet domain names, logos, symbols, trade dress, assumed names,
fictitious names, trade names, and other indicia of origin, all applications
and registrations for the foregoing, and all goodwill associated therewith and
symbolized thereby, including all renewals of the same; (ii) inventions and
discoveries, whether patentable or not, and all patents, registrations,
invention disclosures and applications therefor, including divisions,
continuations, continuations-in-part and renewal applications, and including
renewals, extensions and reissues; (iii) confidential information, trade
secrets and know-how, including processes, schematics, business methods, formulae,
drawings, prototypes, models, designs, customer lists and supplier lists
(collectively, “Trade Secrets”); (iv) published and unpublished works of
authorship, whether copyrightable or not (including databases and other
compilations of information), copyrights and database rights therein and
thereto, and registrations and applications therefor, and all renewals,
extensions, restorations and reversions thereof; and (v) moral rights, design
rights, mask works, rights of privacy and publicity, and all other intellectual
1.9. “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
1.10. “Order Form” means a mutually agreeable
order form which describes the Sparta Products to be purchased by Subscriber. The Order Form is hereby incorporated by
reference into this Agreement.
practices set forth regarding Sparta’s collection, use and disclosure of
information as posted on Sparta’s website (www.spartasystems.com), as the same may be modified by Sparta from time to time to reflect
incorporated by reference into this Agreement.
1.12. “Sparta Products” means: (i) the
software-as-a-service product which extends the capabilities of Sparta’s TrackWise®
enterprise quality management system solution; and (ii) other software-as-a-service products or services developed and owned by Sparta, its
Affiliates and/or their licensors as identified in an Order Form or purchase
1.13. “Subscriber Content” means all
files, records, text, or data transmitted, stored or created by an Authorized
User through use of the Sparta Products.
1.14. “Subscription Support Services” means
the technical support services as set forth in Section 2 of the Subscription Support Policy, which Subscriber may purchase
pursuant to a mutually agreeable Order Form between the Parties.
1.15. “Subscription Support Policy” means
the support services for the Sparta Products as posted on Sparta’s website (www.spartasystems.com). The terms of the Subscription
Support Policy are hereby incorporated by reference into this Agreement.
1.16. “System” means the software systems
and programs, databases, communication and network facilities, and hardware and
equipment used by Sparta, its suppliers or its agents to provide the Sparta
and conditions accessible via the Sparta Products user interface and posted on
Sparta’s website (www.spartasystems.com), which are
incorporated by reference into this Agreement as if fully set forth herein. Each Authorized User’s continued use of the Sparta
Subscriber’s responsibility to ensure that its Authorized Users understand and
follow the terms stated therein.
1.18. “Third Party Products” means third
party applications and/or services made available through Sparta for use in
connection with the Sparta Products, each of which is separately licensed by
1.19. “Third Party Terms” means the general terms and conditions
pursuant to which Subscriber may use Third Party Products to the extent Subscriber
has purchased a license from Sparta for such Third Party Products.
1.20. “TrackWise Instance” means the TrackWise®
base license which Subscriber has licensed from Sparta pursuant to a separately
signed perpetual license agreement.
2. Access and
Use of the Sparta Products
2.1. Access Authority and
Conditions. Subject to Subscriber’s
compliance with the terms of this Agreement and mutually agreeable Order Form
or purchase order, Sparta hereby grants Subscriber (and to each Authorized User
who accesses the Sparta Products by means of Subscriber’s Account and an
authorized password) the right to access the Sparta Products (for the term
identified in an Order Form) on a limited, revocable, non-exclusive,
non-transferable basis, solely for the purpose of creating, updating,
transmitting, storing and retrieving Subscriber Content for the number of
Authorized Users specified in an Order Form or purchase order accepted by
2.2. Access Restrictions. Access by Subscriber and its Authorized Users
to the Sparta Products and Subscriber Content shall be subject to the terms of
limitation, the following terms:
A. Subscriber shall not use or
access the Sparta Products or Confidential Information of Sparta or
third-parties in any way that might, as determined by Sparta in its sole
discretion, adversely affect the security, stability, performance or functions
of the Sparta Products, including by introducing any Malware into the Sparta
Products or Systems.
B. Subscriber shall not gain
access, or attempt to gain access, by any means, to any unauthorized portion of
the Sparta Products, Systems, software and databases related to the Sparta
Products. Subscriber shall not take any
actions to circumvent any limit on the number of Authorized Users permitted
under this Agreement.
C. Subscriber shall not (and shall
not permit others to), directly or indirectly: (i) reverse engineer, decompile,
disassemble or otherwise attempt to discover the source code or underlying
ideas or algorithms of the Sparta Products; (ii) modify, translate, or create
derivative works based on the Sparta Products; (iii) rent, lease, distribute,
sell, assign or otherwise transfer rights to the Sparta Products; (iv) use the Sparta
Products for timesharing or service bureau purposes or otherwise for the
benefit of a party (except Authorized Third-Party Users, as expressly permitted
in this Agreement); or (v) remove any Sparta notices from the Sparta Products.
D. Subscriber shall not use or
attempt to use the Sparta Products to obtain electronic data or other
information except as authorized under this Agreement.
E. Sparta may terminate, update,
alter or supplement all or any portion of the Sparta Products and all or any
portion of the information provided in connection thereto at its sole discretion;
Sparta shall provide commercially reasonable notice to Subscriber of any
F. Subscriber agrees to comply with
all security procedures established by Sparta.
Subscriber shall not bypass or disable any protections that may be put
in place against unlicensed use of the Sparta Products or perform load,
technical, security, or other vulnerability testing of the Sparta Products.
2.3. Access and Support. Subscriber is responsible for making all
arrangements necessary for internet access and any charges associated with such
access. Sparta shall have no obligation
to provide more than commercially reasonable support or maintenance for the Sparta
Products, and, in no event, efforts greater than required pursuant to the Subscription
Support Policy. Except as expressly
specified elsewhere in this Agreement, Subscriber is responsible for obtaining
and maintaining all computer hardware, software and communications equipment
needed to access and to use the Sparta Products, including maintaining an
operational and licensed TrackWise Instance local to Subscriber.
2.4. Not a System of Record. Subscriber acknowledges that the Sparta
Products are not a system of record or a service for official record keeping,
and that Subscriber’s local TrackWise Instance is the system of record for all
2.5. Authorized Users. Subject to the terms and conditions of
this Agreement and any limitations set forth in an Order Form accepted by
Sparta, Sparta will provide to Subscriber and its Authorized Users access to
the Sparta Products for Subscriber’s internal business use. Subscriber shall designate Authorized Users
to access the Sparta Products through its Account. In connection with the use of
the Sparta Products by an Authorized User, Subscriber hereby agrees to: (i)
make each such Authorized User aware of the terms of this Agreement, the
limitation, the use limitations contained in this Section 2; (ii)
monitor each such Authorized
User’s compliance with the terms contained in this
responsible and liable to Sparta for any and all violations of the terms
2.6. Subscriber Primary Account. Subscriber shall be provided a primary
administrator Account for managing, requesting access for, and granting access
to its Authorized Users. In accordance
with the Documentation, Subscriber may be required to utilize its local TrackWise
Instance for managing, requesting access for, and granting access to its
Authorized Third-Party Users, as may be appropriate. Sparta may, from time to time, revise the
protocols for Subscriber to manage its Authorized Users. Subscriber is responsible for keeping
up-to-date a log of its Authorized Users.
2.7. Passwords. Sparta shall issue to Subscriber, or shall activate
the Account to issue, a password for each Authorized User. Subscriber and its Authorized Users are
responsible for maintaining the confidentiality of all passwords and for
ensuring that each password is used only by the assigned Authorized User. Subscriber agrees to immediately notify
Sparta of any unauthorized use of the Sparta Products or any other breach of
security known to Subscriber. Sparta
shall have no liability for any loss or damage arising from Subscriber’s
failure to comply with the terms of this Agreement.
2.8. Suspension of Service. Sparta may suspend Subscriber’s access to the
Sparta Products if it reasonably suspects that Subscriber’s use of the Sparta
Products is: (i) in any way unlawful, illegal, fraudulent or harmful; (ii) in
connection with any unlawful, illegal, fraudulent, or harmful purpose or
activity; (iii) in a manner that may cause Sparta to have legal liability or
disrupt others' use of the Sparta Products; (iv) in any way connected to any
Malware, malicious code, virus or other harmful code; or (v) disrupting the
overall performance and up-time of the Sparta Products due to Subscriber’s use
of excessive storage capacity or bandwidth.
Party Products & Services
3.1. Third Party Products are separately licensed by its copyright holder or
sublicensed by Sparta. As of the
Effective Date, in the event Subscriber purchases licenses for Third Party Products,
the applicable terms for use of such Third Party Products are as identified
within this Agreement. For purposes of
any purchases of Third Party Products after the Effective Date, in the event
this Agreement does not contain the applicable Third Party Products terms, such
terms shall be posted on Sparta’s website (www.spartasystems.com). Subscriber
agrees that its signature to this Agreement constitutes its acceptance of and
signature to the Third Party Terms applicable to Third Party Products licenses
purchased pursuant to this Agreement. Notwithstanding anything to the contrary, no
additional rights or remedies are granted to Subscriber with respect to Third
Party Products. The following provisions
of this Agreement shall not apply with respect to Third Party Products and all
references to "Sparta Products" therein shall be deemed to exclude Third
Party Products: Sections 2.1, 10.3 and 12. All licenses of Third Party Products are
granted subject to Subscriber's payment of all applicable license fees and
compliance with all applicable terms of this Agreement, including Third Party
Terms. Sparta and its licensors reserve
the right to modify Third Party Terms at any time upon prior written notice to Subscriber,
provided that, unless otherwise provided in any Third Party Terms, such
modifications shall apply only to licenses purchased after such notice.
4. Subscriber Content Security; Data
4.1. Security. Sparta will implement, or, as appropriate,
require its service providers to implement, commercially reasonable
administrative, physical, and technical measures designed to secure the
Subscriber Content against accidental or unlawful loss, access or
4.2. Data Location; Data
Privacy. Sparta shall host the Sparta
Products at a reputable third-party internet service provider and hosting
facility that implements commercially reasonable security precautions to
prevent unauthorized physical access to the Systems. Sparta may utilize data centers located in
the United States and worldwide, geographically diverse backup locations.
Content and Sparta Products Usage Data
5.1. Ownership of Subscriber
Content. Subscriber shall own all
Subscriber Content. Sparta may access
Subscriber’s account, and access, use, transmit, modify, copy and distribute
Subscriber Content from time to time as Sparta deems necessary, solely for the
purpose of providing support and administration of the Sparta Products.
5.2. Sparta Products Usage Data. Subscriber acknowledges that Sparta may
collect metrics, data or other information regarding Subscriber’s and
Authorized Users’ use of the Sparta Products (collectively, “Sparta Products
Usage Data”), that such Sparta Products Usage Data and other information
shall be the sole property of Sparta, and that Sparta may utilize this data to
monitor the Sparta Products and to improve the user experience of Subscriber
and other users of the Sparta Products and for Sparta’s other internal business
purposes, both during and after the term of this Agreement, without
5.3. Monitoring. Sparta reserves the right (but is not
obligated) to record, monitor, edit or disclose activities occurring through or
involving the Sparta Products and/or investigate any allegation that any
activity occurring through or involving the Sparta Products does not conform to
this Agreement. Subscriber agrees not to
block or interfere with such monitoring.
Sparta may remove any Subscriber Content that violates this Agreement,
if properly notified that it infringes on another’s Intellectual Property
rights or to comply with law or any judicial, regulatory or other governmental
order or request, and Sparta shall promptly notify Subscriber thereof unless
prohibited by law. Subscriber will
provide such information as is reasonably requested by Sparta to verify
Subscriber’s compliance with this Agreement.
Further, Sparta may report any activity that it suspects violates any
law or regulation to appropriate governmental or law enforcement officials or
other appropriate third-parties, which reporting may include disclosing
appropriate Confidential Information. Sparta
may also cooperate with appropriate governmental or law enforcement officials
or other appropriate third-parties to help with the investigation and
prosecution of illegal conduct by providing information relating to alleged
violations of the law. The provisions of
this sub-section shall supersede any contrary provision in this Agreement.
6.1. Subscriber Content;
Security. Subscriber shall: (i) be
solely responsible for the quality and accuracy of the Subscriber Content; (ii)
ensure that the Subscriber Content including the transmission and storage
thereof complies with this Agreement, all applicable laws and regulations;
(iii) promptly handle and resolve any notices sent to Subscriber by any other
person claiming that any Subscriber Content violates any person’s rights,
including take-down notices pursuant to the Digital Millennium Act or other
applicable laws; and (iv) maintain appropriate security, and protection of the
devices accessing the Sparta Products.
Sparta shall have no responsibility to Subscriber or any Authorized User
for (a) any unauthorized disclosure or access to an Account or Subscriber
Content as a result of Subscriber’s or Authorized User’s misuse of the Sparta
Products or loss or theft of any password or username, or (b) any deletion,
destruction, damage or loss of Subscriber Content.
6.2. Notification of
Unauthorized Use. Subscriber will
immediately notify Sparta in writing of any unauthorized use of any Account,
Subscriber Content or the Sparta Products that comes to Subscriber’s
attention. In the event of any such
unauthorized use by any third-party that obtained access to the Sparta Products
directly or indirectly through Subscriber or through any Authorized User,
Subscriber will take all steps necessary to terminate such unauthorized
use. Subscriber will provide Sparta with
such cooperation and assistance reasonably necessary to resolve such
7. Subscription Support Services
7.1. Subject to payment of the Fees
associated with the Order Form, Sparta will provide the technical support
services for the Sparta Products as set forth in the Subscription Support
8. Subscription Fees
8.1. Payment. Subscriber shall pay Sparta the Fees set
forth in the Order Form. Subscriber
shall remit payment to Sparta within thirty (30) days of receipt 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. Payment terms are set forth in the Order Form. All Fees paid pursuant to this Agreement and
any applicable Order Form are non-refundable and all services provided pursuant
to an Order Form are non-cancelable, unless expressly stated to the
8.2. Taxes. The Fees specified pursuant to this Agreement
do not include taxes or duties. If
Sparta is required to pay or account for any taxes, public fees, duties,
deductions or withholdings (collectively “Taxes”), then such Taxes shall be
borne by Subscriber. Taxes shall not
include taxes based upon Sparta income.
9. Term & Termination
9.1. Term of Agreement. The term of this Agreement shall commence on the Effective Date and
end upon the later of: (i) twelve (12) months after the first date on which
Subscriber is provided with access to the Account; or (ii) twelve (12) months
after the Effective Date; in each case, unless this Agreement is terminated
earlier as provided herein (such initial twelve (12) month period being
referred to herein as the “Initial Term”).
9.2. Renewal. Sparta shall provide notice via
electronic mail of the upcoming termination of this Agreement approximately
sixty (60) days and thirty (30) days prior to the end of the Initial Term (and
any subsequent terms, “Renewal Terms"). Unless either Party gives notice of its
intent to not renew the Agreement at least thirty (30) days prior to the end of
the annual renewal period, this Agreement shall automatically renew for a
subsequent twelve (12) month period under the terms of the then-current Subscription
and Services Agreement, including any terms stated in a notice of material
then-current Subscription Support Policy as posted on Sparta’s website (www.spartasystems.com).
9.3. Termination for Cause. Either Party may terminate this Agreement upon written notice to the
other party if the non-terminating party materially breaches this Agreement and
fails to cure such breach within thirty (30) days of delivery of written
notice. Notwithstanding the foregoing,
if Subscriber fails to cure any payment default within ten (10) days of
delivery of written notice thereof, Sparta may suspend or terminate Subscriber’s
ability to access the Sparta Products and any license(s) for other Sparta
Products for which Subscriber has failed to pay.
9.4. Post-Termination Obligations. Upon termination or expiration
of this Agreement, for any reason, Subscriber will have no further rights to
access or otherwise use the Sparta Products.
9.5. Surviving Provisions. Upon any expiration of the
subscription services or termination of this Agreement, the following sections
shall survive: 3, 5, 6, and 11-14.
10. Representations and Warranties
10.1. Due Organization. Each Party represents that it
is duly organized, validly existing, and in good standing in the jurisdiction
in which it is incorporated, and that it has the full power and authority to
execute and deliver this Agreement and to carry out the transactions
contemplated by this Agreement.
10.2. Conflicting Agreements. Each Party represents that it
has no outstanding agreement or obligation that would conflict in any material
way with the provisions of this Agreement, or that would preclude it from
complying with the provisions hereof.
10.3. Sparta Warranties. Sparta represents and warrants
that the Sparta Products provided to Subscriber substantially correspond to the
descriptions set forth in the Documentation.
In the event of a breach of the foregoing warranty, Sparta shall, at its
option, (i) re-perform or correct the non-conforming development,
implementation or support services, (ii) correct the non-conforming component
of the Sparta Products, or (iii) refund to Subscriber at a pro-rata rate any
prepaid fees paid for the remainder of the then in-effect subscription term. Upon Subscriber’s receipt of any such refund
under this provision, any licenses or access to the Sparta Products shall
10.4. Subscriber Warranties. Subscriber represents and
warrants to Sparta that Subscriber or its licensors own all right, title and
interest to all Subscriber Content.
of Liability; Disclaimer of Warranties
11.1. Limitation of Liability. To the
extent permitted by law, except for Subscriber’s (i) Non-compliance with the
use restrictions contained within this Agreement or violations of Sparta’s
Intellectual Property rights; or (ii) breach of Subscriber’s obligations
pursuant to Section 15.9 (Export Controls); neither party shall be liable to
the other for any incidental, consequential, special or punitive damages of any
kind or nature, including, but not limited to, loss of use, data, profits or
goodwill, whether in an action based on any legal theory, contract, tort or
otherwise, regardless of whether either party has been advised of the
possibility of such damages. TO THE EXTENT PERMITTED BY LAW, SPARTA AND
ITS 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
SUBSCRIBER FOR THE TERM APPLICABLE FOR THE SPARTA PRODUCTS GIVING RISE TO THE
11.2. Disclaimer of All Warranties. Except
for express warranties set forth in this Agreement, 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 SUBSCRIPTION SUPPORT SERVICES) WILL BE ERROR FREE, WILL
MEET SUBSCRIBER’S REQUIREMENTS, OR WILL BE TIMELY OR SECURE. SUBSCRIBER WILL NOT HAVE THE RIGHT TO MAKE OR
PASS ON ANY REPRESENTATIONS OR WARRANTY ON BEHALF OF SPARTA TO ANY THIRD
PARTY. TO THE MAXIMUM EXTENT PERMITTED
BY LAW, THE SPARTA PRODUCTS AND SUBSCRIPTION SUPPORT SERVICES ARE PROVIDED
12.1. Intellectual Property Infringement. Notwithstanding
anything to the contrary in this Agreement, Sparta shall indemnify, defend, or, at
its option, settle any third-party claim or suit against Subscriber based on a
claim that the Sparta Products infringes any third-party copyright, patent,
trademark or trade secret that relate to Subscriber’s use of the Sparta
Products (a “Third-Party IP Claim”).
Sparta shall pay the damages, reasonable and verifiable costs, and expenses which are finally awarded against
Subscriber by final judgment
court of competent
jurisdiction (or settlements agreed to in writing by Sparta), directly
attributable to such
Third-Party IP Claim.
12.2. Conditions for Indemnification as to Third-Party IP
Claims. Sparta’s indemnification obligations under Section 12.1 are subject to the following conditions: (i) Subscriber provides Sparta with prompt written notice of any Third-Party IP Claim; (ii) Sparta retains sole control of such defense and/or settlement; (iii) Subscriber will not prejudice the defense of any Third-Party IP Claim; and (iv) Subscriber will provide Sparta with such cooperation, assistance, documents, authority and information as it may reasonably require in relation to any Third-Party IP Claim and defense and/or settlement thereof. To the
extent that use of the Sparta Products is enjoined, in connection with an
actual or threatened Third-Party IP Claim, Sparta may, at its option, either:
(a) procure for Subscriber the right to use the Sparta Products, (b) replace
the Sparta Products with other suitable products; or (c) refund any prepaid
portion of the Fees paid by Subscriber for the affected portion thereof. Sparta shall have no liability under this
provision or otherwise to the extent a claim or suit is based upon (w) use of
the Sparta Products in a manner materially different than what is set forth in
the Documentation, (x) use of the Sparta Products in combination with software
or hardware not provided by Sparta, if infringement would have been avoided in
the absence of such combination, (y) modifications to, or combinations with,
the Sparta Products not made by Sparta, if infringement would have been avoided
by the absence of such modifications or combinations, or (z) use of any version
other than a current release of the Sparta Products, if infringement would have
been avoided by use of a current release.
12.3. Sole and Exclusive Remedy. SECTION 12 STATES SPARTA’S ENTIRE OBLIGATION AND LIABILITY, AND SUBSCRIBER’S SOLE RIGHT AND REMEDY, FOR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
13.1. Sparta Intellectual Property. Notwithstanding anything herein to the contrary,
Sparta retains all right, title and interest in all Intellectual Property and
technology related to the Sparta Products.
Except for the rights expressly granted herein,
Sparta does not license or transfer to Subscriber or any Authorized User or
other third-party any rights to any of Sparta’s Intellectual Property or
technology. All right, title and
interest in and to Sparta’s Intellectual Property and technology shall remain
solely with Sparta.
14.1. Confidential Information. Each Party shall treat as
confidential and shall not disclose or transmit any Confidential Information of
the other Party other than to such Party’s employees, affiliates, contractors,
consultants or advisors (each, a “Representative”) who have a bona fide
need-to-know such Confidential Information, provided that: (i) such
Representatives are bound by written obligations consistent with and at least
as restrictive as the provisions of this Section 14; (ii)
the receiving party shall be responsible for any breach by its Representatives;
and (iii) the Representative is required to use the same degree of care as it
uses to protect the receiving party’s own Confidential Information of a similar
nature, but, in no case, less than reasonable care, or if more restrictive, the
degree of care required by applicable law or regulation. The receiving party shall use the other party’s
Confidential Information only for the purposes of this Agreement.
14.2. Exceptions. Confidential Information shall
not include: (i) any information that is available to the public (provided that
such information did not become public because of receiving party’s disclosure
of such information in breach of this Agreement), (ii) any information received
by the receiving party from sources other than the providing party (provided
that such source is not subject to a confidentiality agreement with regard to
such information), or (iii) any information that is independently developed by
the receiving party without use of or reference to information from the
providing party. Notwithstanding the
foregoing, either Party may reveal Confidential Information to any regulatory
agency or court of competent jurisdiction if such information to be disclosed
is (x) approved in writing by the providing party for disclosure or (y)
required by law, regulatory agency or court order to be disclosed by the
receiving party, provided, unless prohibited by applicable law, that prior
written notice of such required disclosure is given to the providing party and
provided further that the receiving party shall cooperate with the providing
party to limit the extent of such disclosure.
15.1. Notices. Notwithstanding anything to the
contrary in this Agreement, notices and other communications may be given or
made pursuant to this Agreement via electronic mail. Notwithstanding the foregoing, any notice
concerning a material breach, violation or termination hereof must be in
writing and will be delivered: (a) by certified or registered mail; or (b) by
an internationally recognized express courier or overnight delivery
service. All written notices or other
written communications to Sparta shall be provided to the address first listed
above, and addressed to: ATTENTION:
LEGAL DEPARTMENT. All written
notices to Subscriber shall be sent to the address identified in an Order Form
and addressed to the individual signing said Order Form, and shall be deemed to
have been duly given when delivered personally, when deposited in the U.S.
mail, postage prepaid, or when deposited with an overnight courier or delivery
service. With respect to notices and
given when posted to Sparta’s website (www.spartasystems.com), or e-mailed to the Subscriber’s Account administrator(s).
15.2. Entire Agreement; Modification;
This Agreement contains the entire understanding of the Parties with
respect to the subject matter hereof and supersedes all prior agreements, oral
or written, and all other communications between the Parties relating to such
subject matter. This Agreement may not
be amended or modified except by mutual written agreement. In the event that any court holds any provision
of this Agreement as null, void or otherwise ineffective or invalid, such
provision shall be deemed to be restated to reflect as nearly as possible the
original intentions of the Parties in accordance with applicable law, and the
remaining provisions shall remain in full force and effect. The unenforceability of any provision of this
Agreement shall not affect the validity of the remaining provisions
hereof. A waiver by either party of a
breach or failure to perform hereunder shall not constitute a waiver of any
subsequent breach or failure.
15.3. Independent Contractors. Nothing contained in this
Agreement shall be deemed or construed as creating a joint venture or partnership
between any of the Parties hereto.
Neither Party is by virtue of this Agreement authorized as an agent,
employee or legal representative of any other party. Neither Party shall have the power to control
the activities nor operations of any other and their status is, and at all
times, will continue to be, that of independent contractors with respect to
each other. Neither Party shall have any
power or authority to bind or commit the other.
Neither Party shall hold itself out as having any authority in
contravention of this provision.
15.4. 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
Subscriber without Sparta’s prior written consent. Due to the importance of Subscriber’s ownership
and management, a Change of Control of Subscriber shall be deemed an assignment
of this Agreement. “Change of Control”
of Subscriber shall mean a transaction or series of transactions (i) pursuant
to which control of Subscriber is acquired by persons or entities other than
those who control Subscriber as of the Effective Date of this Agreement, or
(ii) resulting in the sale of all or substantially all of Subscriber’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 provision shall be null and
15.5. Publicity. Neither Party may issue or make
any press release, announcement or publication containing or otherwise use any
of the other Party’s trademarks without the other Party’s prior written
approval; provided that, during the term of this Agreement, Sparta may list the
Subscriber as a subscriber of the Sparta Products or as a TrackWise® customer:
(i) on Sparta’s website; and (ii) in other Sparta marketing materials.
15.6. Non-solicitation. During the Term of this
Agreement and for a period of two (2) years thereafter, Subscriber will not
employ or solicit the employment or services of a Sparta employee without the
prior written consent of Sparta. For
purposes of this provision, the advertisement of employment opportunities by Subscriber
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.
15.7. 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 and provided further that the
other Party may terminate this Agreement if such condition continues for a
period of sixty (60) days.
15.8. Insurance. Each Party shall bind and keep
in force, for the term of this Agreement, appropriate insurance coverage
necessary to provide minimum protection from liabilities and errors and
omissions that may result from the use of the materials detailed in this
15.9. Export Controls.
acknowledges and agrees that the Parties’ performance under this Agreement,
including Subscriber’s ability to access or to use the Sparta Products is
subject to U.S. export control laws and regulations, which may include, but are not
limited to, the Export Administration Regulations, the International Traffic in
Arms Regulations, and the various sanctions administered by the Office of
Foreign Assets Control (“OFAC”),
as amended from time to time (collectively, the “Export Control Laws”). Subscriber
agrees that it will comply with Export Control Laws in its performance in
furtherance of this Agreement. In
particular, and without limiting Subscriber’s agreement to comply with all
Export Control Laws, Subscriber hereby acknowledges that:
A. It will
not export, re-export, transfer or license any software, enable access to the
Sparta Products, to any person that is prohibited by U.S. law, including those
persons identified as a “Specially Designated National” or “Blocked Person” as
designated by OFAC (which is currently published under the Internet address http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx), or the
various lists of prohibited or blocked persons maintained by the U.S.
Government (which is currently published under the Internet address http://export.gov/ecr/eg_main_023148.asp);
B. It will
not export, re-export, transfer or license any software, enable access to the
Sparta Products, to any country, or person located in or acting on behalf of a
person located in any country, that is subject to country sanctions
administered by OFAC or prohibitions on re-exports or transfers under the EAR,
which as at the date hereof shall include Cuba, Iran, Syria, North Korea, and
Sudan, as well as any subsequent additions to this list of countries by the
respective U.S. government agencies
(which information is currently available under the Internet address http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx);
C. It is not listed as a person,
nor is it owned or controlled by a person, whose property or interests in
property are blocked or subject to blocking under Export Control Laws; and
D. It will not use the services
and information provided under this Agreement in furtherance of any conduct
which is prohibited under Export Control Laws.
15.9.2. If Subscriber 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, Subscriber shall immediately notify Sparta. Furthermore, if Sparta suspects or determines,
in its sole and absolute discretion, that any sale of the software to
Subscriber may violate applicable Export Control Laws, Subscriber acknowledges
and agrees that Sparta may refuse to accept such order for the Sparta Products,
and may also immediately terminate this Agreement without prior notice, and
such refusal or termination will not be a breach of this Agreement.
15.9.3. Subscriber 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
Subscriber of applicable Export Control Laws.
15.9.4. Subscriber agrees at all times to comply with applicable laws and
regulations in its use of the Sparta Products, including, without limitation,
the provisions of the United States’ Foreign Corrupt Practices Act (“FCPA”) and
the United Kingdom’s Bribery Act 2010 (“Bribery Act”).
15.10. Governing Law. This Agreement will be governed
by the substantive laws of the State of New Jersey applicable to agreements made
and wholly performed in New Jersey, without regard to the application of any
conflicts of laws principles. Subscriber
agrees that any claims, legal proceedings, disputes and/or litigation arising out
of or in connection with this Agreement, will be brought solely in the federal
or state courts located in the State of New Jersey, and the Parties irrevocably
consent to the exclusive personal jurisdiction of such courts. SUBSCRIBER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL.
15.11. Captions. The captions contained herein
are used solely for convenience and shall not be deemed to define or limit the
provisions of this Agreement.
15.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute only one agreement. In the event of a conflict between the terms of an Order Form and this Agreement, the terms of this Agreement shall prevail unless otherwise agreed to as set forth in writing and signed by an authorized representative of both Parties. The execution and delivery of counterparts of this Agreement by electronic mail, electronic form (including execution by way of an electronic or other signature stamp ("E-signature")), website submission, facsimile or by original manual signature, regardless of the means or any such variation in pagination or appearance shall be binding upon the Parties executing this Agreement.
SPARTA CARE SUBSCRIPTION
This Sparta Care Subscription
Support Policy (“Subscription Support Policy”) is entered into between Sparta
Systems, Inc., with offices at 2000 Waterview Drive, Suite 300, Hamilton,
NJ 08691 (“Sparta”) and the Subscriber identified
in the Master Subscription and Services Agreement (“Agreement”). Sparta and Subscriber are from time to time
each referred to herein as a “Party” and collectively as the “Parties”. All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Agreement, respectively.
Accordingly, Sparta agrees
to provide Subscription Support Services in accordance with this Subscription
Support Policy which may be modified by Sparta from time to time in its sole discretion
and issued in writing or posted on Sparta’s website (www.spartasystems.com), provided however that any such modified Subscription
Support Policy shall not apply until the start of the Renewal Term. In case of any inconsistency between the
terms and conditions of the applicable then-current Subscription Support Policy
and the Agreement, the terms and conditions of the applicable then-current Subscription
Support Policy will prevail.
General Terms and Conditions
addition to the terms elsewhere defined in the Agreement, the following terms
used in this Subscription Support Policy will have the following meanings:
Community” means the secure, online customer login facility providing Support
Case creation, status updates, and access to the online knowledgebase.
1.2. “Error” means a
verifiable and reproducible failure of the Sparta Products as described in the
1.3. “Error Correction”
means any modification or addition to the Sparta Products, delivered within a
Release and/or Fix, which brings the Sparta Products into material conformity
with the Documentation.
1.4. “Fix” means a
hot-fix designed to correct an Error or a work-around, bypass, or patch
supplied by Sparta, or implementation of an operational procedure or routine by
Subscriber to diminish or avoid the practical adverse effect of an Error.
Holidays” means the days when the Sparta support centers are closed in
observance of a holiday. The list of
days can be found in the Customer Community.
1.6. “Release(s)” means
a subsequent release of the Sparta Products, which Sparta generally makes
available to customers currently subscribed to subscription services. Releases 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 twenty-four
(24) hours’ prior notice before implementing any Release which may cause downtime.
1.7. “Support Case”
means a single, reproducible issue or reproducible problem with the operation
of the Sparta Products as classified within Section 3.1 herein.
1.8. “Supported Contact” means the contact(s) identified by Subscriber to
be the representative who will work directly with Sparta’s support staff.
Support Services and Availability
Support Services may
only be obtained by Subscriber. Sparta does
not provide Subscription
Support Services directly to the Authorized Third-Party User or any
third-party that is not a Supported Contact. All
Subscription Support Services shall be provided in the English language.
2.2. If Subscriber
requires additional support services, not identified herein, such as technical
account management, configuration, training or installation, such services shall
be provided pursuant to a separately signed statement of work.
2.3. Support Cases must
be reported to Sparta via the dedicated Sparta telephone numbers identified
e-mail address or Customer Community.
Local Telephone Numbers:
Europe +44 800-098-8533 North America +1 800-910-8305India +91 800-100-4366Inside Japan only +81 800-888-8305
Telephone and E-mail Support
Monday – Friday Local time (Excluding
Time 08:00 - 17:00
Within North America 08:00 – 17:00
Time 08:00 – 17:00
Requests for Subscription Support Services outside these times
will be responded to within the maximum initial response time listed below,
on the following business day.
7 days per week, 24 hours per day (Excluding
A secure on-line customer login
facility providing Support
Case creation, status updates, and access to the on-line
3. Response Times and Escalations
3.1. Sparta will
respond to a Support Case, within the maximum initial response time(s) set
forth below. Sparta will determine the
severity level of any Support Case in its reasonable discretion.
& Initial Response Times
Maximum Initial Response Time
1 Support Case
two (2) hours
is down or unavailable. A Support Case
that renders the Sparta Products completely inoperable.
2 Support Case
four (4) hours
Support Case that substantially restricts functional operations of the Sparta
3 Support Case
one (1) business day
Support Case that impairs the performance or functions of the Sparta Products.
Severity 4 Support
Within two (2)
concerning Documentation, enhancements or other administrative matters.
3.2. For purposes of
escalation of a Support Case, all incoming Support Cases are first received by
a tier 1 Sparta support engineer who will first classify the severity level and
escalate to a tier 2 support engineer in the event the tier 1 support engineer
is unable to resolve the Support Case.
If a Support Case is not able to be resolved by a tier 2 support
engineer, the Support Case will then be escalated to a manager within the
customer support department. Support
Cases which are unable to be resolved by a manager within the customer support
department will then be escalated to Sparta’s vice president of research and
3.3. 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 Sparta Products; (v) Sparta
confirms that the issue or problem is due to a multi-vendor issue; (vi) the Supported Contact
requests that Sparta close the Support Case; or (vii) the Support Case has been
left open for three (3) consecutive business days, during which period Sparta has
not received a response from the Supported Contact.
anything herein to the contrary, Sparta will have no obligation to provide Subscription
Support Services in connection with a Support Case or operational disruption
caused by: (i) use of the Sparta Products with software or hardware not
designed for use with the operating systems as identified in the system
requirements or Documentation; (ii) use of the Sparta Products with software or hardware that does not satisfy the minimum system
requirements; (iii) changes, modifications, or alterations to the Sparta
Products not approved in writing by Sparta; (iv) use of the Sparta Products
other than in accordance with the Documentation and the
Agreement; (v) negligence or intentional misconduct of the Subscriber 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 an
Error in the Sparta Products (e.g., without limitation, issues or problems
caused by stand-alone Third Party Products used in conjunction with the Sparta
4. Subscription Terms
4.1 In the event that
fees for Sparta Products remain unpaid for more than thirty (30) days after the
commencement of the subscription term, Sparta shall be entitled in its sole
discretion, to cease providing Subscription Support Services.
5. Service Updates
5.1. Sparta will
provide Releases when available and at its discretion. Sparta is under no obligation to develop any
future functionality or enhancements. A Release
to the Sparta Products shall automatically replace the previous version of the
applicable Sparta Products.
5.2. Where possible,
Sparta will schedule downtime during non-business hours and will provide customers with
advance notice in the case of scheduled, unplanned downtime.
6. Subscriber’s Obligations
6.1 The Subscriber shall:
(i) not permit or authorize anyone other than Sparta to provide Subscription Support Services; and (ii) cooperate fully with Sparta in the
resolution of any Support Case.
provision of Subscription Support Services shall be provided only through the Supported
Contact. Only the Supported Contact may
report a Support Case. The Supported Contact shall: (i) have acquired the practical, technical
knowledge and skill required to administer the system (ii) serve as the
internal contact for Authorized Users and
coordinate communications within the Subscriber environment; (iii) maintain records
on behalf of Subscriber for Subscription Support
Services; (iv) serve as the contact(s) with Sparta on all matters relating to Subscription 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 Authorized Third-Party User(s) who have
been granted use on behalf of Subscriber. The maximum number
of Supported Contacts is: (i) two (2) Supported Contacts for the first two hundred (200) Named Users; and (ii) one (1) Supported Contact per each
additional two hundred (200) Named Users per TrackWise Instance, provided
however that in no event shall Subscriber have more than five (5) Supported
6.3. When reporting Support
Cases, Subscriber must provide Sparta with the information listed below:
6.4. If Subscriber requests
support via remote access, Subscriber shall ensure that a functioning system
enabling such access to Subscriber’s technical equipment is installed (subject
to the Subscriber’s reasonable security measures and policies) and that
satisfactory communication between the Parties’ computer systems is possible. Subscriber 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.
Download a PDF Version
LICENSE AGREEMENT THIS END-USER LICENSE AGREEMENT (“EULA”) GOVERNS YOUR
ACQUISITION AND USE OF ANTENNA SOFTWARE, LLC'S ("ANTENNA") TECHNOLOGY
BY ACCEPTING THIS EULA, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR
BY USING THE SERVICES, YOU AND THE COMPANY YOU REPRESENT ("LICENSEE")
AGREE TO THE TERMS OF THIS EULA. YOU
REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE LICENSEE AND ITS AFFILIATES
TO THESE TERMS AND CONDITIONS. IF YOU DO
NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, YOU MUST NOT ACCEPT THIS EULA AND MAY NOT USE THE SERVICES. THIS EULA IS ENFORCEABLE AGAINST ANY PERSON
OR ENTITY THAT USES THE SOFTWARE AND ANY PERSON OR ENTITY THAT INSTALLS OR USES
THE SOFTWARE ON ANOTHER PERSON’S OR ENTITY’S BEHALF. THE SPECIFIC TERMS OF YOUR LICENSE OF THE
PRODUCT FROM YOUR RESELLER (“LICENSE PURCHASE TERMS”) MAY PROVIDE ADDITIONAL
MATERIAL TERMS PERTAINING TO THIS EULA (EXAMPLE, THE SPECIFIC NUMBER OF
AUTHORIZED ACTIVE ENDPOINTS, ETC.), BUT IN THE EVENT OF ANY CONFLICT BETWEEN
THE TERMS OF THIS EULA AND YOUR LICENSE PURCHASE TERMS, THE TERMS OF THIS EULA
SHALL CONTROL IN ALL RESPECTS.
BECAUSE YOU HAVE PURCHASED THE ANTENNA TECHNOLOGY AND SERVICES FROM AN
AUTHORIZED RESELLER (THE “RESELLER”) SUCH RESELLER MAY HAVE GRANTED YOU RIGHTS
OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
ANTENNA HAS NO OBLIGATIONS WITH RESPECT TO ANY SUCH RIGHTS, AND YOUR
SOLE COURSE OF ACTION IN THE EVENT OF ANY DISPUTE RELATING TO SUCH RIGHTS SHALL
BE AGAINST SUCH RESELLER.
Antenna grants Licensee a non-exclusive and
non-transferable license to (i) access and use Antenna Technology (including
downloading of client components for use of certain features of the Antenna
Technology), and (ii) allow Device Users to access, download, and use Apps, as
and to the extent set forth in this EULA and in the License Purchase
Terms. To the extent Antenna includes any
third party software in the Antenna Technology or any Apps, Licensee’s use of
such Antenna Technology or Apps shall be subject to any restrictions in the
applicable third party software license as set forth at
www.antennasoftware.com/company/legal/licensing.htm. Licensee will not (a) reverse engineer,
disassemble, decompile or otherwise attempt to derive source code from the
Antenna Technology, (b) make the Antenna Technology available to any third
parties other than as expressly permitted in this EULA, (c) modify, adapt,
translate or create derivative works based on the Antenna Technology except as
expressly permitted by this EULA, (d) reproduce any portion of the Antenna
Technology except as expressly permitted in this EULA, or (e) permit or
authorize any party to do any of the foregoing.
The foregoing license shall also extend to subcontractors of Licensee,
but only to the extent that such subcontractors are performing services for or
on behalf of Licensee and only in support of such services.
Each party will, at its cost and expense, obtain all necessary
regulatory approvals, licenses, and permits applicable to its business and
comply with all laws and regulations applicable to its business and the
performance of its obligations under this EULA, as such laws and regulations
may be revised from time to time.
Without limiting the generality of the foregoing, the Antenna Technology
and any Apps developed using the Antenna Technology may be subject to US or
foreign jurisdictions’ export control laws, rules and regulations. Licensee shall fully comply with all such
laws, rules and regulations in the export, resale or other disposition of the
Licensee will maintain accurate books and
records relating to the consumption of Services for at least three (3) years
after the provision of services. No more
than once in any rolling twelve (12) month period, and upon at least thirty
(30) days’ prior notice, Reseller (or a reputable independent third party hired
by Reseller) may, at Reseller’s own expense, audit and review any such books
and records as related to this EULA in order to verify the number of Devices
using the Services under this EULA (an “Audit”). Licensee will reasonably cooperate with all
Audits, including making available relevant records and documents at its
principal business address during normal business hours.
If any form of limited warranty for the Services is offered by Your
Reseller, all terms of that Services warranty offered will be set forth in the
License Purchase Terms, and any such Services warranty will be administered
exclusively by your Reseller, and no Services warranty of any kind is otherwise
offered or administered by Antenna. TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTENNA PROVIDES THE SERVICES
AND TECHNOLOGY, DOCUMENTATION, ANY SUPPORT,
AND ANY INTERNET-LINKED SERVICES OR COMPONENTS “AS IS” AND “WITH ALL FAULTS”,
AND HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
ANTENNA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS
INTERRUPTION, FOR PERSONAL INJURY, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS
WHATSOEVER) ARISING OUT OF, OR IN ANY WAY RELATED TO, THE USE OF, OR INABILITY
TO USE, THE ANTENNA TECHNOLOGY, OR THROUGH PROVISION OF (OR FAILURE TO PROVIDE)
THE SERVICES, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE),
MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY
OF ANTENNA, AND EVEN IF ANTENNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
12.1 Term. The term of this EULA will commence on the Effective Date and continue for as long as the License Purchase Terms are in effect or for a period as otherwise specified in the License Purchase Terms (the “Term”), unless earlier terminated as set forth in Section 12.2. 12.2 Compliance; Termination. Licensee agrees that within thirty (30) days of request by Antenna or Antenna's authorized representative, Licensee will fully document and certify that, as of the date of the request, Licensee’s use of the Antenna Technology is in conformity with the License Purchase Terms and the terms of this EULA. Without prejudice to any other rights, Antenna may terminate this EULA and Licensee’s license rights hereunder, if Licensee violates or fails to comply with the terms, conditions and restrictions herein. In such event, upon receipt of notification from Antenna, Licensee must immediately cease all use of the Antenna Technology and promptly destroy all copies of the Antenna Technology, and upon request provide written certification of Licensee’s fulfillment of this obligation. In addition, Antenna may terminate this Agreement upon written notice if Licensee ceases to do business in the ordinary course or is insolvent (i.e., unable to pay its debts in the ordinary course as they come due), or is the subject of any liquidation or insolvency proceeding which is not dismissed within ninety (90) days, or makes any assignment for the benefit of creditors.
of Termination. Upon the expiration or
termination of this EULA:
12.3.1 Upon request, each party will return to the other party all Confidential Information received from such other party;
12.3.2 All licenses granted under this EULA will cease unless expressly stated otherwise;
12.3.3 Licensee will remove or terminate all links to the Services; and
12.3.4 Antenna will remove all reference to Licensee from its website and any promotional materials published following termination.
12.4 Survival. Sections 5, 6, 8.1, 8.2, 8.5,8.6, 9, 10, 11, 12, and 13 will survive the termination or expiration of this EULA for
Notices to Antenna:
Notices to Licensee:
Attn: Business Officer
Address and contact person and email address of contact person as
indicated in the License Purchase Terms