acSoft Inc Vendor App Subscription Terms and Conditions

These Vendor App Subscription Terms and Conditions (Agreement) are a legal agreement between you, either an individual accepting this Agreement or a single legal entity on whose behalf you accept this Agreement (Licensee) and acSoft Inc d/b/a Alpha Serve, Inc. (Vendor) as the Power BI Connector for ServiceNow app provider.

acSoft Inc has developed a proprietary software application - Power BI Connector for ServiceNow (Software), which is solely intended and licensed for use with ServiceNow® hosted software and services (ServiceNow Platform) provided by ServiceNow, Inc. or its affiliates (ServiceNow). The Software requires ServiceNow platform installation and is not running stand-alone. It is being understood that ServiceNow is not responsible for, and will have no liability to Licensee in connection with, the Software or this Agreement.

The Vendor is willing to provide Software to the Licensee on the condition that Licensee accepts all terms in this Agreement.

The Licensee agrees to be bound by the terms of this Agreement by installing, copying, downloading, or otherwise using the Software or clicking the "I Accept/ Agree" button when acquiring the Software online. If the Licensee does not agree to this Agreement, the Licensee may not install, copy, download, or otherwise use the Software.

This Agreement is a supplement to the ServiceNow Store Terms of Use.

1. Ownership

The Software is protected by copyrights and other intellectual property rights. Licensee agrees that all worldwide copyright and other intellectual property rights in the Software, and all copies of the Software however made, are the exclusive property of Vendor. All rights in and to the Software not expressly granted to Licensee in this Agreement are reserved by Vendor. There are no implied licenses under this Agreement.

2. Subscription

Upon payment of the applicable subscription fees by Licensee, Software will be enabled for his/her own internal use, during the Term (defined below), through a single authorized instance of the ServiceNow Platform.

No license to use or access the ServiceNow Platform is granted to the Licensee under this Agreement. Access to the ServiceNow Platform must be purchased from ServiceNow separately. No licence to use or access Microsoft Power BI is granted to the Licensee under this Agreement. Access to the Microsoft Power BI must be purchased separately.

Licensee is not entitled to delivery of a copy of the Software apart from its deployment on the single authorized instance of the ServiceNow Platform of the Licensee.

If the Vendor makes an updated or upgraded version of the Software during the term of the Agreement, the new version will be available to the Licensee at no additional cost.

3. Restrictions on Use

In no case should the Licensee be permitted to do or permit others to do any of the following:

(a) modify, adapt, alter, translate, or create derivative works of the Software, except that the Licensee may configure it to the extent that it is possible to do so using the features and functionalities of the ServiceNow Platform in their ordinary and intended manner, and that is possible as described in the Administrator Guide of the Software;

(b) merge or otherwise integrate this Software with external components or other software except for components of the ServiceNow Platform;

(c) sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine-readable form the Software or any data/information not owned by Licensee which is provided to Licensee through the Software to any third party;

(d) reverse engineer, decompile or disassemble the Software or otherwise attempt to derive its source code;

(e) remove, alter, or obscure any confidentiality or proprietary notices (including copyright or trademark notices) of Vendor or its suppliers;

(f) reproduce or use the Software except as expressly authorized under this Agreement;

(g) publish, promote, broadcast, circulate or refer publicly to the Alpha Serve name, trade name, trademark, service mark or logo without prior written consent from Vendor.

4. Support Services

Software availability is dependent on the ServiceNow platform.

Customer support from Vendor is available during the hours, and via the contact information, provided on the Vendor page on the ServiceNow Store and in the Service Level Agreement.

You may notify Vendor if the Software is not performing in accordance with the User Guide. ServiceNow will notify Vendor if the problem lies with the Software and in that event, the Vendor shall comply with the response and resolution times mentioned here.

5. Documentation

All the documentation regarding this Software is available online in Alpha Serve’s public knowledgebase.

Install Power BI Connector for ServiceNow using Installation Guide

Configure and manage Power BI Connector for ServiceNow using Administration Guide

Use Power BI Connector and find all features in the comprehensive User Guide

Request for support and find our business time here.

6. Fees and Payment

All Licensee rights under Section 2 are conditioned upon payment of the applicable subscription fees to the Vendor (either directly or through the ServiceNow® Store) by the Licensee.

Subscription fees are payable annually in advance with PO payment option. Besides, a monthly payment option is offered to the Licensee through the ServiceNow® Store with credit card payment option (in which case subscription fees are payable monthly in advance). All fees are non- ­­refundable and non-­­cancelable except as expressly provided in this Agreement.

All fees do not include sales and use taxes, value-­­ added taxes, goods and services taxes, excise, business, service, withholding tax, shipping, or customs duties and similar transactional taxes and fees, all of which the Licensee should be responsible for paying above and beyond the subscription fees due to Vendor.

Failure to pay fees when due will result in the withdrawal of the Software from the Licensee’s ServiceNow instance.

7. Disclaimer of Warranty

THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT A WARRANTY OF ANY KIND. THE VENDOR EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-­­INFRINGEMENT, TITLE, RESULTS, EFFORTS OR QUIET ENJOYMENT.

THERE IS NO WARRANTY THAT THE SOFTWARE IS ERROR-­­FREE OR WILL FUNCTION WITHOUT INTERRUPTION. THE LICENSEE ASSUMES THE ENTIRE RISK ARISING OUT OF THE PERFORMANCE OR USE OF THE SOFTWARE.

TO THE EXTENT THAT THE VENDOR MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

8. Limitation of Liability

EXCEPT TO THE EXTENT THAT DISCLAIMER OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL THE VENDOR, SERVICENOW, OR ANY OF THEIR RESPECTIVE AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE TO THE LICENSEE FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH USE, OR INABILITY TO USE, THE SOFTWARE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES ARISING FROM LOSS OF REVENUE, USE, DATA, OR PROFITS, INJURY TO REPUTATION OR GOODWILL, OR THE COST OF SUBSTITUTE GOODS OR SERVICES) WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, AND EVEN IF SUCH DAMAGES ARE FORESEEABLE.

IF, UNDER APPLICABLE LAW, LIABILITY FOR DIRECT DAMAGES CAN NOT BE EXCLUDED (NOTWITHSTANDING THE FOREGOING), THEN THE TOTAL CUMULATIVE LIABILITY OF THE VENDOR (OR ANY OTHER PERSON) IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE SUM OF SUBSCRIPTION FEES (IF ANY) THAT THE LICENSEE PAID TO THE VENDOR FOR USE THE SOFTWARE GIVING RISE TO LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.

THE LICENSEE ACKNOWLEDGES THAT THE SUBSCRIPTION FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT VENDOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SERVICENOW WILL HAVE NO LIABILITY TO THE LICENSEE, WHETHER IN CONTRACT, IN TORT OR OTHERWISE UNDER THIS AGREEMENT OR IN RELATION TO THE SOFTWARE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION WILL APPLY EVEN IF AN EXCLUSIVE REMEDY UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.

9. Term and Termination.

The term of this Agreement (Term) will commence upon Licensee’s acceptance and will remain in effect for one (1) year. Thereafter the Term shall automatically renew for successive one (1) year periods, subject to payment by the Licensee applicable subscription fees, unless Vendor notifies of its intention not to renew prior to the expiration of the then-­­current Term.

Licensee may terminate this Agreement at any time and for any reason by giving written notice to Vendor; provided, however, that the Licensee will not be entitled to a refund of any fees paid hereunder.

The Vendor may terminate this Agreement, effective immediately upon written notice to the Licensee if Licensee:

(a) fails to pay any portion of the subscription fees when due and fails to cure such non-­­payment within thirty (30) days after receipt of notice of same, or

(b) breaches any provision of this Agreement.

Upon expiration or termination of this Agreement, Licensee’s rights to use or access the Software terminate, and the Software must be removed from the Licensee’s instance of the ServiceNow Platform.

10. General Provisions

Choice of Law and Venue. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to any conflicts-of-law principle that would require or permit the application of the substantive law of any other jurisdiction. Sole and exclusive jurisdiction and venue over any action, suit or proceeding arising out of or relating to this Agreement in any manner will lie in the United States District Court for the District of Massachusetts, Boston Division, or the Suffolk County Superior Court, Superior Court
Department of the Trial Court of Massachusetts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

Compliance with Laws. Licensee will comply with all applicable export and import control laws and regulations in the use of the Software and, in particular, Licensee will not export or re-­­export the Software without all required government licenses. Regardless of any disclosure made to Vendor of an ultimate destination of the Software and accompanying technical documentation, Licensee acknowledges that all such materials are being released or transferred to Licensee in the United States and may be subject to U.S. export control laws and regulations including regulations of the U.S. Bureau of Industry and Security. Licensee will defend, indemnify, and hold harmless Vendor and its licensors, suppliers and resellers (including ServiceNow) from and against any violation of such laws or regulations by Licensee.

Relationship between the Parties. The parties are independent contractors neither party is the agent, partner, employee, fiduciary or joint venturer of the other party under this Agreement. ServiceNow is an express third-party beneficiary of those provisions excluding or limiting its warranties and liabilities to the Licensee.

Assignments. Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including the licenses with respect to the Software) to any third party without Vendor’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. Vendor may freely assign its rights or delegate its obligations under this Agreement.

Language. This Agreement is in the English language and its English language version will be controlling over any translation, except and to the extent when required by applicable law.

Remedies. Except as otherwise provided herein, the Parties' rights and remedies under this Agreement are cumulative. Licensee acknowledges that the Software contains valuable trade secrets and proprietary information of Vendor, that any actual or threatened breach of this Agreement by Licensee will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability. If any provision of this Agreement is held unenforceable by a court, such provision may be changed and interpreted by the court to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Licensee agrees that Sections 7 and 8 will remain in effect notwithstanding the unenforceability of any other provision of this Agreement.

Entire Agreement. This Agreement constitutes the final and entire agreement between Vendor and Licensee regarding the subject of this Agreement and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms of any purchase order or similar document submitted by Licensee to Vendor or ServiceNow will not be effective to alter the terms of this Agreement.