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TERMS OF USE

Terms of Use

By registering to use the Service Customer acknowledges to have read and understood these Terms of Use and to have the authority to act on behalf of any person for whom Customer is using the Service. Customer is deemed to have agreed to these Terms on behalf of any entity for whom Customer uses the Service.

  1. DEFINITIONS

    1. "Agreement" means these Terms of Use.

    2. "Fee" means the monthly fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule.

    3. "Fee Schedule" means the information relating to subscriptions and billing set out on the subscriptions and billing pages on the Arrow Labs Website.

    4. “Billing Cycle” means monthly recurrence starting from day of first subscription.

    5. "Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

    6. "Data" means any data inputted by Customer or with Customer’s authority.

    7. "Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

    8. "Service" means the cloud-based Workforce Management Platform MIMS made available (as may be changed or updated from time to time).

    9. "Customer" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

  2. SAAS SERVICES AND SUPPORT

    1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account.  Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

    2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit A.

  3. RESTRICTIONS AND RESPONSIBILITIES

    1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

    2. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”), this Agreement as amended from time to time, and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses including without limitation costs and attorneys’ fees provided always that Customer will not be liable for loss of profit, revenues, indirect or consequential losses or damages, or otherwise any loss or damage which is not reasonably foreseeable in connection with any claim or action that arises from Customer’s use of Services in violation of the foregoing. Although Company has no obligation to monitor Customer’s use of the Services; Company may do so and may prohibit any use of the Services it reasonably believes may be (or alleged to be) in violation of the foregoing.

    3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

  4. CONFIDENTIALITY; PROPRIETARY RIGHTS

    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any Proprietary Information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 

    2. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.

    3. Each party acknowledges that the provision of Customer Data in connection with the provision of the Services shall involve the processing of personal data and is regulated by reference to data protection laws.  Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, under Schedule 1. This clause and Schedule 1 shall survive termination or expiry of this Agreement for any reason.

    4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom) for the sole purpose of operating, improving and enhancing the Services (including diagnostic or corrective applications), or to develop new ones. This right shall extend even after the Company ceases to use the Services. As an exception to the provisions of Clause 3.1, the Company may disclose its analysis of data collected by it in accordance with this Clause 3.3 solely in aggregate and in de-identified form and in connection with the above-mentioned purposes. No rights or licenses are granted except as expressly set forth herein.  

  5. PAYMENT OF FEES

    1. Customer will pay Company the then applicable Fee described in the Fee Schedule for the Services and in accordance with the terms therein.  The Fee is paid upfront and is not refunded. Company reserves the right to change the Fee upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer does not agree to the changes in Fee, Company shall have the right to terminate the relevant Services.

  6. TERM AND TERMINATION

    1. Subject to termination as provided below, this Agreement is for the period of one (1) month and shall be automatically renewed for additional periods of one (1) month, unless either party requests termination prior to the end of the then-current term.

    2. Subject to Clause 6.3, and in addition to any other remedies it may have, Company may terminate this Agreement upon thirty (30) days’ notice (or with five (5) working days’ notice by Company in the case of nonpayment by Customer), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, thereafter Company shall delete all stored Customer Data, to the extent possible under applicable law or Company policy and subject to the Customer having accepted such retention under Clause 5.4. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

    3. Customer may terminate this Agreement upon completion of one (1) Billing Cycle of the subscribed Service. Adjustments to the Fee Schedule, such as an increase of the number of users, is reflected in the following Billing Cycle, by which end a termination would become effective.  

    4. If applicable law or Company policies are revised to require Company to retain Customer Data after termination of the Services, then Company shall as soon as practicable prior to implementation of such policies or law notify Customer in writing in advance of such revision, explaining the type and extent of Customer Data that would be retained, and the purpose of the same. If the retention is required due to a change in Company policy, then Customer shall have the choice to accept the same or require termination of the Services with immediate effect. If the retention is required by the applicable laws, then Customer shall not have the right to terminate the Services.

  7. WARRANTY AND DISCLAIMER
    Company shall use reasonable efforts to provide five nines uptime service availability level and shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, and Company shall provide advance notice in writing or by e-mail of any scheduled service disruption at least 2 days in advance in the case of scheduled maintenance, and otherwise in respect of any unscheduled emergency maintenance as soon as practicable in advance.  However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE OR FREEDOM FROM THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENTS RIGHTS.

  8. INDEMNITY
    Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service  as finally determined by a court of competent jurisdiction of any intellectual property right, including patent, copyrights, design rights, or misappropriation of any trade secrets, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. However, the Company will not be responsible for any settlement it does not approve in writing. Company will be solely responsible to assume sole control over defense and/or settlement or otherwise rejects any proposed settlement. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified by the Customer after delivery by Company, (iii) combined by the Customer with other products, processes or materials where the alleged infringement relates to such combination, or (iv) for the period beginning from the date of receipt of written notification from the Company, where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where infringement is due to Customer’s use of the Service not being in accordance with the applicable laws, intended use of Services, or breach of this Agreement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

  9. LIMITATION OF LIABILITY
    NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT DURING THE TERM IN WHICH THE ACT THAT GAVE RISE TO THE LIABILITY OCCURS, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding the foregoing, nothing shall limit the liability of the Company: (a) under Clause 7, and (b) for fraud or gross negligence.

  10. MISCELLANEOUS
    If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent, provided that Company will take reasonable steps to notify Customer in advance in writing of such intended assignment or transfer.]  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the DIFC, Dubai, United Arab Emirates, without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date. Company shall not publish the press release without the approval of Customer. Customer hereby agrees to serve as a reference account upon request by the Company.

 

 

EXHIBIT A

Support Terms

Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Dubai Time, with the exclusion of Public Holidays (“Support Hours”).

Customer may initiate a helpdesk ticket during Support Hours by calling +971-55-9886774 / +971-4-4572894 or any time by emailing [email protected]

Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1-2) business day.

 

SCHEDULE 1

Data protection

  1. Definitions

    1. In this Schedule:
      Controller
      has the meaning given in applicable Data Protection Laws from time to time;
      Data Protection Laws
      means any Applicable Laws relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including the GDPR, any laws which implement any such laws and all guidance, guidelines, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws;
      GDPR
      means the General Data Protection Regulation, Regulation (EU) 2016/679;
      Personal Data
      has the meaning given in applicable Data Protection Laws from time to time;
      Personal Data Breach
      has the meaning given in applicable Data Protection Laws from time to time;
      Processing
      has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
      Processor
      has the meaning given in applicable Data Protection Laws from time to time; and
      Sub-Processor
      means any agent, subcontractor or other third party engaged by the Company (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data.

    2. Unless otherwise expressly stated in this Agreement the Company’s obligations and the Customer’s rights and remedies under this Schedule are cumulative with, and additional to, any other provisions of this Agreement.

  2. Compliance with Data Protection Laws
    The parties agree that the Customer is a Controller and that the Company is a Processor for the purposes of processing Customer Data pursuant to this Agreement. The parties agree that the processing of Customer Data involves the processing of Personal Data and is regulated under Data Protection Laws.  The Company shall and shall ensure its Sub-Processors and each of the Company Personnel shall, at all times comply with all Data Protection Laws in connection with the processing of Personal Data and the provision of the Services.

  3. Data portability

    1. The Company shall:

      1. ensure that all of the equipment and systems used to store Personal Data are capable of providing such data: (a) to the Customer; (b) directly to the Data Subject; and (c) to any person specified by the Data Subject, in each case in a structured, commonly used and machine-readable format within a reasonable time period following the Customer’s written request.

      2. on request from the Customer, provide an up-to-date copy of the Personal Data (or any part(s)), on the media and within reasonable time periods required by the Customer.

    2. Disposal of Protected Data
      The Company shall ensure that if any Personal Data is disposed of such disposal takes place in a secure manner such that the Personal Data is not recoverable.

  4. Instructions
    The Company shall only process (and shall ensure Company Personnel only process) the Personal Data in accordance with this Schedule, this Agreement and the Customer’s written instructions from time to time except where otherwise required by Applicable Law (and in such a case shall inform the Customer of that legal requirement before processing, unless Applicable Law prevents it doing so on important grounds of public interest). The Company shall immediately inform the Customer if any instruction relating to the Personal Data infringes or may infringe any Data Protection Law.

  5. Security
    The Company shall at all times implement and maintain appropriate technical and organisational measures to protect Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, which reflect the nature of the Personal Data.

  6. Sub-processing and personnel

    1. The Company stores Personal Data in the Microsoft Azure Cloud and has appointed Microsoft Azure as a Sub-Processor of Personal Data under a binding written contract containing the same obligations as under this Schedule in respect of Personal Data in connection with the Services.

    2. Save as provided for at clause 6.1 the Company shall not permit any processing of Personal Data by any agent, subcontractor or other third party (except its own employees that are subject to an obligation of confidence with regard to the Personal Data) without the prior authorisation of that Sub-Processor by the Customer, such authorisation not to be unreasonably withheld by the Customer.

    3. The Company shall ensure that access to Personal Data is limited to the authorised persons who need access to it to supply the Services.

    4. The Company shall prior to the relevant Sub-Processor carrying out any processing activities in respect of the Personal Data, appoint each Sub-Processor under a binding written contract containing the same obligations as under this Schedule in respect of Personal Data that (without prejudice to, or limitation of, the above):

      1. includes providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing of the Personal Data will meet the requirements of all Data Protection Laws; and

      2. is enforceable by the Company,
        and ensure each such Sub-Processor complies with all such obligations.

    5. The Company shall remain fully liable to the Customer under this Agreement for all the acts and omissions of each Sub-Processor and each of the Company Personnel as if they were its own.

  7. Assistance

    1. The Company shall promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as the Customer may require in relation to the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under applicable Data Protection Laws.

    2. The Company shall (at its own cost and expense) provide such information, co-operation and other assistance to the Customer as the Customer reasonably requires (taking into account the nature of processing and the information available to the Company) to ensure compliance with the Customer’s obligations under Data Protection Laws, including with respect to:

      1. security of processing;

      2. data protection impact assessments (as such term is defined in Data Protection Laws); and

      3. any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or any complaint or request relating to either party’s obligations under Data Protection Laws relevant to this Agreement, including (subject in each case to the Customer’s prior written authorisation) regarding any notification of the Personal Data Breach to Data Protection Supervisory Authorities and/or communication to any affected Data Subjects.

  8. Data Subject Requests
    The Company shall (at no cost to the Customer) record and refer all requests and communications received from Data Subjects or any Data Protection Supervisory Authority to the Customer which relate to any Personal Data promptly and shall not respond to any without the Customer’s express written approval and strictly in accordance with the Customer’s instructions unless and to the extent required by Applicable Law.

  9. International transfers

    1. The Company shall process the Personal Data in the Microsoft Azure Cloud in the United States. The transfer of Personal Data to Microsoft Azure has been effected by way of Appropriate Safeguards as such term is used in Data Protection Laws.

    2. In so far as the Customer is transferring Personal Data to the Company in connection with the Services and such transfer is restricted by virtue of applicable Data Protection Laws the Parties agree that the transfer of Personal Data shall be:

      1. effected by way of Appropriate Safeguards as such term is used in Data Protection Laws, and subject to the Customer’s prior written approval;

      2. compliant with this clause; and

      3. otherwise comply with Data Protection Laws.

    3. If the Company makes an onward transfer of Personal Data to a Sub-Processor in connection with the provision of Services and such transfer is restricted by virtue of applicable Data Protection Laws the Parties agree that the provisions of clause 9.2 of this Schedule shall apply to such transfer of Personal Data.

  10. Records
    The Company shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of the Customer. The Company shall make copies of such records available to the Customer promptly on request from time to time.

  11. Audit
    The Company shall (and shall ensure all Sub-Processors shall) promptly make available to the Customer (at the Company’s cost) such information as is reasonably required to demonstrate the Company’s and the Customer’s compliance with their respective obligations under this Schedule and the Data Protection Laws, and allow for, permit and contribute to audits, including inspections, by the Customer for this purpose at the Customer’s request from time to time. The Company shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection.

  12. Breach

    1. The Company shall promptly notify the Customer if it (or any of its Sub-Processors or the Company Personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Personal Data.

    2. The Company shall promptly provide all information as the Customer requires to report the circumstances referred to in paragraph 12.1 (above) to a Data Protection Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.

  13. Deletion/return

    1. The Company shall (and shall ensure that each of the Sub-Processors and Company Personnel shall) without delay, at the Customer’s written request, either securely delete or securely return all the Personal Data to the Customer in such form as the Customer reasonably requests after the earlier of:

      1. the end of the provision of the relevant Services related to processing of such Personal Data; or

      2. once processing by the Company of any Personal Data is no longer required for the purpose of the Company’s performance of its relevant obligations under this Agreement,
        and securely delete existing copies (except to the extent that storage of any such data is required by Applicable Law and, if so, the Company shall inform the Customer of any such requirement).

DATA PROCESSING DETAILS

Processing of the Personal Data by the Company under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out below.

  1. Subject-matter of processing:
    Provision of the Services as described in the Agreement

  2. Duration of the processing:
    The term of the Agreement

  3. Nature and purpose of the processing:
    Processing of data in connection with the provision of cloud computing services

  4. Type of Personal Data:
    All data which qualifies as Personal Data and which is processed by the Company in connection with the Services

  5. Categories of Data Subjects:
    All Data Subjects whose Personal Data is processed by the Company in connection with the Services