Terms of services

Ar En Note: Version 2 - Last revision

By subscribing to the Edara 2.0 service (the “Service”) provided by EDRAK and its affiliates (collectively, “EDRAK”) in relation with Edara 2.0 application (the “Software”), The customer (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).

  1. Term of the Agreement

    The duration of this Agreement (the “Term”) shall be minimally one year and as specified in writing at the signature of this Agreement, beginning on the date of the signature. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the ending date of the term by registered mail to the other party.

  2. Definitions

    Users

    The number of users that the application serves “at once”‎ on create, Edit or View mode.

    Bug

    Is considered a Bug any error, flaw, failure or fault in the system that causes it to produce an incorrect or unexpected result, a complete stop, error traceback, security breach or to behave in unintended ways and is not directly caused by a defective installation or configuration.

    Non-compliance with specifications or requirements will be considered as Bugs at the discretion of EDRAK (typically, when the Software does not produce the results or performance it was designed to produce).

  3. Access to Edara 2.0

    For the duration of this Agreement, EDRAK gives the Customer a nonexclusive, nontransferable right to use the Edara 2.0 software, under the terms of this agreement.

    The Customer agrees that all necessary measures will be taken to guarantee the proper execution of the part of the Software that verifies the validity of the Edara 2.0 usage and collects statistics for that purpose, including but not limited to the running of an instance and the number of Users.

    EDRAK commits not to disclose individual or named figures to third parties without the consent of the Customer, and to deal with all collected data in compliance with its confidentiality and Privacy Policy.

    Upon expiration or termination of this Agreement, this right is revoked immediately and the Customer agrees to stop using the Edara 2.0 software.

    Additional users:

    For the duration of this agreement, If the customer wanted any additional users to access “Edara 2.0” he submits a request through the appropriate channel (typically, EDRAK’s service desk email address or EDRAK website form).

    This services is subject to an additional fees (as described in charges).

  4. Included Services

    For the duration of this Agreement, EDRAK commits to

    1. Bug Fixing Service

      For the duration of this Agreement, EDRAK commits to making all reasonable efforts to remedy any Bug of the Software submitted by the Customer through the appropriate channel (typically, EDRAK’s service desk email address or EDRAK website form), and to start handling such Customer submissions within 2 business days.

      As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer. If the bug has been addressed in a more recent revision of the Covered Version of the Software used by the Customer, the Customer agrees to update its systems to that revision in order to obtain the correction. No permissions will be needed from the customer to upgrade to a more recent Covered Version of the Software as a remedy to a Bug.

      When a Bug is fixed in any Covered Version, EDRAK commits to fix the Bug in all more recent Covered Versions of the Software.

      Both parties acknowledge that as specified in the right of the Software and in the 11.3 Limitation of Liability section of this Agreement, EDRAK cannot be held liable for Bugs in the Software.

    2. Support Service

      Support Scope:

      For the duration of this Agreement, EDRAK offers a support service, with an unlimited number of tickets for bugs and problems reports or questions but not functional questions, (“functional questions” i.e. how to use and configure Edara for your specific needs, which are included in 5.1 Implementation and Training Services )

      This support service does not include support to customize Edara, develop new features, or perform specific actions on your database on your behalf. (e.g. recording data, or configuring the system for you) Those services can be offered in extra through our
      5.1 Implementation and Training Services offer.

      Support Service:

      Support issues should be submitted online on
      https://support.getedara.com In case of emergency, you can call our support team directly for a real time answer.
      No guarantees are provided on the time to qualify or close a support ticket, it's based on our best efforts. But 95% of the tickets are qualified within 2 business days, and 90% of the critical bugs (when a user can not work on the system anymore) are processed within 24 hours.

    3. Upgrade Services

      Upgrade Service for the Software

      For the duration of this Agreement, the Customer can submit upgrade requests through the appropriate channel (typically EDRAK Software website), in order to convert a database of the Software from one Covered Version of the Software to a more recent Covered Version (the “Target Version”).

      The Upgrade Service is limited to the technical conversion and adaptation of the Customer’s database to make it compatible with the Target Version, and the correction of any Bug directly caused by the upgrade operation and not normally occurring in the Target Version.

      It is the sole responsibility of the Customer to verify and validate the upgraded database in order to detect Bugs, to analyze the impact of changes and new features implemented in the Target Version, and to convert and adapt for the Target Version any third-party extensions of the Software that EDRAK re-installed in the database before the upgrade (except where applicable as foreseen in section Upgrade Service for third-party extensions ). The Customer may submit multiple upgrade requests for a database, until an acceptable result is achieved.

  5. Additional services (not included)

    1. Implementation and Training Services

      For the duration of this Agreement, EDRAK provides the Implementation and Training Services as a separated services for the customer. Those services include a specified configuration for the customer database and a comprehensive training for those who work on Edara 2.0 including the functional questions (“functional questions” i.e. how to use and configure Edara for your specific needs). Implementation and training services include customizing Edara, develop new features, or perform specific actions on your database on your behalf (e.g. recording data, or configuring the system for you) . The customer should submit the order form of these services through EDRAK’s website.

    2. Development Services

      For the duration of this Agreement, if the customer wanted any specific development on the application or requirement of a new feature, he submits the order form of these services through EDRAK’s website.

      Without providing and reasons or excuses, EDRAK has the right to refuse or delay any development requests from customers According to the priority of each request.

    3. Upgrade Service for third-party extensions

      For the duration of this Agreement, the Customer may request optional upgrade services for third-party extension modules of the Software, in addition to the regular Upgrade Services. This optional service is subject to additional fees (as described in charges ) and includes the technical adaptation of third-party modules installed in the Customer’s database and their corresponding data in order to be compatible with the Target Version. The Customer will receive an upgraded version of all installed third-party modules along with the upgraded database.

      These services (5.1 & 5.2 & 5.3) are subject to an additional fees & each service is provided on its own as specified in the order form (as described in charges ).

  6. Charges and Fees

    1. Fees

      The customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,(i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term Except as otherwise specified in the 10.4 refund of payment upon termination.

    2. Invoicing and Payments

      The customer will provide EDRAK with a valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to EDRAK. If The customer provide credit card information to EDRAK, The customer authorize EDRAK to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 10.2 Term of purchased subscription Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, EDRAK will invoice the customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due in advance. The customer are responsible for providing complete and accurate billing and contact information to EDRAK and notify them of any changes to such information.

    3. Overdue Charges

      If any invoiced amount is not received by EDRAK by the due date, then without limiting Our rights or remedies, (a) the service will not be delivered until all charges and fees are paid, and/or (b) EDRAK may condition future subscription renewals and Order Forms on payment terms different from those specified in Section 6.2 (Invoicing and Payment) and All necessary legal actions will be taken.

    4. Payment Disputes

      EDRAK will not exercise its rights under Section 6.3 (Overdue Charges) above if the customer is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

    5. Taxes

      Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The customer are responsible for paying all Taxes associated with the customer’s purchases hereunder. If EDRAK have the legal obligation to pay or collect Taxes for which The customer are responsible under this Section 6.6, EDRAK will invoice The customer and The customer will pay that amount unless The customer provide EDRAK with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, EDRAK are solely responsible for taxes assessable against EDRAK based on Our income, property and employees.

    6. Future Functionality

      The customer agrees that The customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by EDRAK regarding future functionality or features.

  7. Conditions of Services

    1. Customer Obligations

      The Customer agrees to:

      • Pay EDRAK any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified in the corresponding invoice ;
      • All measures necessary will be taken by EDRAK to guarantee the proper execution of the part of the Software that verifies the validity of the Edara 2.0 usage.
      • Appoint 1 dedicated Customer contact person for the entire duration of the Agreement.
      • All measures necessary will be taken by EDRAK to protect Customer’s files and databases and to ensure Customer’s data is safe and secure, acknowledging that EDRAK cannot be held liable for any data loss.
  8. Publicity

    Except where notified otherwise in writing, each party grants the other a non-transferable, nonexclusive, royalty free, worldwide right to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier.

  9. Confidentiality and Privacy

    1. Confidentiality

      EDRAK will maintain administrative, physical, and technical safeguards to protect the security, confidentiality and integrity of the customer’s Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of your data by our personnel.

    2. Data backup

      EDRAK, Inc. adheres to its best practice policies and procedures to prevent data loss, including a daily system data backup regime, but does not make any guarantees that there will be no loss of Data. EDRAK, Inc. expressly excludes liability for any loss of Data no matter how caused.

    3. Ownership of data

      Title to, and all Intellectual Property Rights in, the Data remain a customer’s property. However, the customer’s access to the Data is contingent on full payment of the Edara 2.0 Access Fee when due. The customer grant EDRAK, Inc. a license to use, copy, transmit, store, and back-up the customer’s information and Data for the purposes of enabling the customer to access and use the Services and for any other purpose related to provision of services to the customer.

  10. Cancellation/Termination/Renewal

    This Agreement commences on the date the customer first accept it and continues until all subscriptions hereunder have expired or have been terminated.

    In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 21 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

    Further, EDRAK, Inc. may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within 21 days after the due date specified on the corresponding invoice.

    1. Term of purchased subscription

      The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term.

    2. Termination

      A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

    3. Refund of Payment upon Termination

      This policy applies to all our services subscribers and customers of EDRAK and its affiliates whether individually registered or sponsored by an organisation. The policy explains the conditions under which customer can request a credit or refund for the subscription fees. The customer can use the credit and refund form available at the website www.getedara.com
      The customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event the termination will not relieve the customer of his obligation to pay any fees payable to EDRAK,Inc for the period prior to the effective date of termination.
      Requests that do not comply with the conditions below will be rejected.

      Refunds are given in the following circumstances:

      • If EDRAK canceled the contract, the customer will be refunded without any deduction of an administration fee .

      • The customer can provide evidence of a reasonable cause for cancellation before the beginning of the service within 7 calendar days after the signature of this agreement and he will be refunded without any deduction of an administration fee .

      • The Customer can request a refund after the beginning of the service within 30 days from the date of the beginning of the service; a deduction of value of 3 months of the total amount is charged.

      • After 30 days of the beginning of the services all fees and charges are nonrefundable

      Implementation and Training Services fees:

      • Implementation and Training Services fees are nonrefundable.

    4. Customer’s data portability and deletion

      Upon request by the customer made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.

  11. Warranties, Disclaimers, Liability

    1. Warranties

      For the duration of this Agreement, EDRAK commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:

      • The Customer’s computing systems are in good operational order and the Software is installed in a suitable operating environment;

      • The Customer provides adequate troubleshooting information and access so that EDRAK can identify, reproduce and address problems;

      • All amounts due to EDRAK have been paid.

    2. Disclaimers

      Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.

      EDRAK does not warrant that the Software complies with any local or international law or regulations.

    3. Limitation of Liability

      To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.

      In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’ remedy otherwise fails of its essential purpose.

    4. Superior Power

      Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay is caused by governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.

  12. General Provisions

    1. Severability

      In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.

    2. Changes

      We may update the Website from time to time, and may change the content of the EDRAK, Inc. terms and conditions at any time. If there is any inconsistency between the any General Terms and Conditions in your subscription contract, the latest version of general terms and conditions in the website shall prevail BUT the effects of the new version will be applied after the expiring subscription term or one year (whichever is shorter).