EFFECTIVE: SEPTEMBER 1, 2016
By accepting this agreement, or by accessing or using the service or site, or authorizing a User or WATS client to access or use the service, You agree to the terms of this agreement.
If You are entering into this agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this agreement and may not use the services.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
You or Your means the company or other legal entity for which you are accepting this Agreement.
Virinco means Virinco AS, with company address Gråterudveien 20, 3036 Drammen, Norway. Virinco own and host the skywats.com service. In this Agreement, Virinco may also be referred to through the use of “We”, “Us” and “Our”.
WATS means the Test Data Management product developed by Virinco.
skyWATS.com means the cloud service where Virinco offer WATS as a SaaS S.olution
WATS Client means the software installed on a computer (ATE/Test Station) and communicate data with the skyWATS.com service. WATS Client Development license and “development” computers means ATE/Test Station solely used for software – or test equipment – development and not running (but not limited to) production or laboratory testing.
ATE/Test Station means Automatic Test Equipment, or a Computer, that executes automatic, semi-automatic or manual test on a Unit.
Browser means the application used at Your computer to view and react with web applications and materials.
Service(s) means the products and services that are ordered by You under a free trial or an Order Form and made available by Us online via the customer login link at [customer].skywats.com and/or other web pages designated by Us, including the WATS Client and associated offline components. Service(s) may also be referred to through the use of “Account”.
User(s) means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
User Level means the access level you grant (or order) for Your Users. Currently available levels are described at http://skywats.com/compare.
2. general conditions; access to and use of service
The Agreement gives You access and right to use the Service during the Agreement term with such functionality as the Service has at any time.
The Service is installed on a server or service at Virinco’s Cloud Solution provider and You get access to the Service via the Internet, by logging in using a user name and assigned password. Virinco retains all rights to all elements that the Service consists of. You are not awarded any license or any usage right beyond what is expressly stated in this Agreement. As an integral part of this Agreement, You shall have the right to receive support as defined in clause 6 of this Agreement.
A high speed Internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service, including, but not limited to, Browser software that supports protocols used by skyWATS.com, including Secure Socket Layer (SSL) protocol or other protocols accepted by skyWATS.com, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, or Users of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Virinco. We assume no responsibility for the reliability or performance of any connections as described in this section.
The WATS Client uses Windows Communication Foundation Framework or simular and require access to Your ReportCenter at Our Service. The ReportCenter address will be provided to You after registration. There are numerous options to interface WATS with Your test software. Please see properly User Guides. Refer to the WATS Client documentation for Hardware and Software requirements.
If You register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered or are registering to use the applicable Service or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
You can only enter a Free Trial once, unless agreed otherwise with Virinco.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SERVICES. DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
3. term of the agreement
This Agreement commences on the date You accept it and until terminated by any of the parties according to the provisions in clause 12. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
4. limited usage
The right to access the Service is limited to Users defined - and to number of available User Levels listed - in the Account page at Your Service (ordered by You). A “Private User" will login using private credentials and may only be logged in from one location (Browser session) at the time. A “Shared User” will login using shared credentials and may have one concurrent User per session.
If You need to increase the Agreement to cover additional Users then the usage right for additional Use Levels shall be ordered from Virinco according to the procedure in clause 11.
The Users should only be Your employees, consultants, or employees employed at a Contract Manufacturer who according to a further agreement are performing services for You, The Users shall commit themselves to follow these conditions. You shall not let others gain access to the Service or the documentation, either directly or indirectly, by other means than what is expressed in this Agreement.
The WATS Client can be downloaded and installed locally at the ATE/Test Station to such number of WATS Clients as specified in the Account page at Your Service. WATS Client Development license installed on to ATE/Test Station computers used for software development can be installed free of charge. Any ATE/Test Station logging data to the Service, is counted as a WATS Client, including (but not limited to) ATEs/Test Stations not running the WATS Client locally.
If You need to increase the Agreement to cover additional WATS Clients, then the WATS Clients shall be ordered from Virinco according to the procedure in clause 11.
skyWATS.com can be used limited to 30GB or less of storage per year and limited to 100 K reports or less times number of WATS Client - per year (Example: 5 WATS Clients entitle 500 K reports per year). You can purchase extra storage or report capacity by contacting Us.
You can solely use the Service for Your internal purposes. You are not entitled to perform data processing on behalf of a third party using the Service. You commit Yourself to use the Service according to the applicable law and regulations, permissions and requirements in the Agreement and agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted in the Agreement.
You are responsible for the data, materials and the information that You, Users or the WATS Client process with the Service. You, or the Users, shall not attempt to gain unauthorized access to the Service or its related networks or systems. You are at all times responsible to not interfere with or disrupt the integrity or performance of the Service or the data it contains.
In case of breach of these conditions, Virinco is entitled to immediately terminate the Agreement and shut down Your access to the Service with immediate effect. Such actions from Virinco shall not release You from the obligation to pay for the full running term of Agreement.
5. errors and error notice
There is an error if You do not have access to the Service, or if the Service has reduced functionality and this is caused by circumstances Virinco is responsible for. When an error occurs, You shall notify Virinco by e-mail (firstname.lastname@example.org) and provide a description of the error and the circumstances of its occurrence. Virinco will try to correct errors within reasonable time after You have notified Virinco of the error and Virinco has confirmed that error correction has started. Upon Virinco’s request, You shall provide necessary assistance to reproduce/identify the error incident.
You shall have the right to receive email support. Contact with Virinco support may be made by e-mail (email@example.com) or using Virinco’s support centre including FAQ and knowledge base (support.virinco.com).
Support includes Virinco’s best effort in solving Service problems based on a detailed description of the problem, provided by You. Finding a solution is not guaranteed. Administration or configuration of the Service for You is not included in the Agreement.
Support shall be made available in accordance with the following guidelines:
- When You have more than 3 Users/WATS Clients, You must nominate a support contact, who will then act as Your contact point with Virinco
- You will use Your best effort and most qualified personnel to search the source of the problem and to share detailed information with the support personnel
- If required by Virinco, You must use the most recent version of the WATS Client
- Cases which do not comply with the above listed conditions will be invoiced at the applicable Virinco’s hourly consulting fees
The Support shall only cover the Service when Service is used in a manner recommended by Virinco, and as such shall not extend to other configurations in respect of operating systems and Browsers and similar. The Support shall also not cover repairs to the content of the databases or issues caused by You. The Support shall also not cover support of anything outside the Service that You subscribe to, including, but not limited to NI TestStand, NI LabVIEW, or MS VisualStudio, or problems that are only associated to Your hardware, internal networks and internet connections, and/or items of peripheral equipment that are entirely independent of the Service.
Virinco reserves the right to recommend a training course or consultancy services if the support takes the form of general training. Virinco similarly reserves the right to send You specifications of possible solutions, which You must attempt to implement in order to solve the current problem.
This Support shall not include any form of consultancy services. You can purchase additional professional services as required.
You agree that Virinco can access Your Service data in order to respond to Your support requests. We will not disclose such data except if compelled by law or permitted by You.
There is a breach of Agreement if the parties do not fulfill the obligations defined in the Agreement.
It shall not be regarded as Virinco breach of Agreement if the Service is unavailable as a result of errors, or has reduced functionality, or You achieve poor response time as a result of the circumstances outside Virinco’s control, or as a result of circumstances related to the Service, given that Virinco’s tries to correct the error within reasonable time. Virinco’s obligation to try to correct the error only extends to what is reasonable under the circumstances.
Virinco does not give any warranty or promise that the functionality in the Service will cover Your individual requirements, expectations or needs. Virinco gives neither any warranty nor any promise that interruptions or errors will not occur during the operation of the Service. You acknowledge that errors may occur from time to time and waives its right to claim compensation as a result of errors occurring.
Virinco is not responsible for indirect losses, including, but not limited to lost profits of any kind, losses as a result of delayed startup of operation or operational disruption, lost goodwill, deprivation and third party claims. Virinco is only liable for errors in the Service if Virinco does not try to correct errors that Virinco has confirmed that will be tried corrected. No warranty is given that the error may be satisfactory rectified. Any liability is restricted to Your documented direct losses, and such liability shall for the whole lifetime of the Agreement be limited to the compensation for one Agreement term. No liability can be claimed as a result of faults or errors in the Software or the Service, unless expressly stated otherwise in this clause 7, cf. however clause 8.
8. legal defects
If a third party starts legal action claiming that the Service infringes other’s copyright, title or industrial rights in Norway, Virinco shall at its own expense defend Your interest. This should however only apply to the extent You immediately notify Virinco of such claims, that Virinco gets full control of the case and that You co-operates with Virinco in the negotiations and potential court proceedings. Virinco shall in such case cover awarded legal costs and compensation. No other claims than these stated in this clause 8 can be put forward against Virinco as a result of legal defects.
9. personal data and confidentiality
In order to access the Service, You must provide certain data to Virinco, including correct name, contact data and email address of the Users. In addition, the Users of the Service must allow Virinco to store and retrieve session information through the use of “cookies” which are necessary to enable the login/logout procedures used in the Service and to ensure that unauthorized persons do not gain access to the Services.
Virinco and everyone that on behalf of Virinco receives information about You and Your business, relations and other data, marked as confidential information, are obliged to not expose such information to outsiders without Your consent. This applies accordingly for You. You shall also protect and keep in secrecy all other information that Virinco provides to You, or information that You become aware of; to the extent that You should have understood that the information is Virinco’s confidential information. The obligation to keep confidential information secret shall remain in force after expiry of this Agreement and last for ten (10) years.
10. prices and payment
The price is calculated by the total number of User Levels and WATS Clients that access the Service times the current pricelist. If You order access for additional Users or WATS Clients, cf. clause 11 below, the price per User or WATS Client is then the current Virinco standard price. You shall be invoiced for added Users and WATS Clients for the period from the order has been confirmed by Virinco and to the end of the running Agreement, after which added Users and WATS Clients will be included in the total number of Users and WATS Clients to calculate the fee for subsequent Agreement periods.
The Agreement shall be invoiced in advance. The invoice shall cover a period of 3 or 12 months. The first invoice period shall be calculated from the turn of the month following the date the Agreement comes into force.
Other amounts shall be invoiced after the relevant service has been performed and at the agreed prices. Virinco may change the prices for the Services with 3 months prior notice, with effect from the start of the following Agreement term.
11. AMENDMENTS TO THE NUMBER OF USERS AND WATS CLIENTS COVERED
You can expand the Agreement to cover additional Users and WATS Clients at any time. The orders shall be issued via e-mail (firstname.lastname@example.org) or in the Account page at Your Service. The order shall be issued by the person with the authority to commit You, as specified in the registration form or in the Account page at Your Service.
You can reduce the number of User or WATS Clients for the service. The reduction of the number of Users or WATS Clients covered by this Agreement must be done by e-mail or in the Account page at Your Service, and will have effect from the end of the running Agreement term under the provision that notice of such reduction is sent and received at least 60 days prior to the end of the running Agreement term. If the reduction notice is not issued in accordance with this provision, the Agreement fee will not be reduced until the subsequent Agreement term in which this provision of 60 days’ notice is satisfied.
Upon cancelling a WATS Client, the WATS Client software must be completely uninstalled and removed from Your ATE/Test station.
12. termination of agreement
Each party can terminate the Agreement. The termination of the Agreement must be done in writing or e-mail and will have effect from the end of the running Agreement term. A notice of termination shall be sent to the other party at least 60 days prior to the end of the running Agreement term. The termination shall not involve any form of refund of the compensation and shall only indicate that the Agreement will not be extended for the next Agreement term.
If the terminate notice is not issued in accordance with the provisions in the first paragraph, the Agreement shall be automatically renewed for a new Agreement term.
If You do not pay amounts when due, or otherwise does not fulfill its obligations pursuant to the Agreement, Virinco shall have the right to terminate the Agreement with immediate effect.Upon terminating the Agreement, the WATS Client software must be completely uninstalled and removed from all of Your ATEs/Test stations
13. Ownership and transfer of data
All data stored at the Service is owned by You.
You will have an option to retrieve a copy of Your data from the Service and must request such retrieval from Virinco with at least 10 working days prior notice. Upon the termination of the Agreement, You can upon a written request to Virinco, ask Virinco to provide all data belonging to You which will be made available in an appropriate file for download. Such request shall be issued within 30 days from the termination of the Agreement. After 30 days all data belonging to You will be removed from Virinco’s Cloud Solution servers.Virinco can consent to assist in converting data to another format as specified by You. Virinco will invoice accrued time as a result of such provision and conversion of data according to Virinco prevailing rates for such assistance. Virinco reserves the right to withhold Your data for any breach of this Agreement, including, non-payment
14. transfer of rights
Virinco can in whole or partly transfer its rights and/or obligations pursuant to this Agreement, as long as this does not substantially hinder the performance of the Agreement. You cannot transfer its rights and obligations pursuant to this Agreement without Virinco’s written approval. Such approval cannot be unreasonably rejected. Virinco can in whole or partly let its obligations pursuant to the Agreement be performed by a third party.
15. REFERENCES AND ADVERTISEMENT
You agree that Virinco in its marketing can refer to You and Your usage of the Service. You agree that Virinco from time to time can send You relevant information, including marketing materials from Virinco, unless You specifically asks not to receive such information. Note that because this Service is an online software application, it may be necessary to send all Customers important information or notification related to the operation of the Service from time to time. Such notifications include any who otherwise have opted-out from receiving relevant information. Virinco will not at any time provide Your data or personal information to any third party for any purpose other than assisting Virinco in the operation and delivery of the Service.
16. CHANGES IN CONTACT INFORMATION
All changes in Your contact information, including address changes and changes of Your contact person with the authority to commit You, shall in writing be communicated to Virinco. You undertake to provide correct information regarding the User’s identity and a correct and legitimate e-mail address at all times.
Virinco reserves the right to make amendments to the terms and conditions of this Agreement with 2 months prior notice, with effect from the start of the following Agreement term. If amendments are governed in a clause of this Agreement, the stated prior notice applies.All Customers will be informed of such amendments by email or through the information being made available on Virinco’s websites or Customer support pages.