Terms and Conditions for Software as a Service (SaaS)

IMPORTANT:

Please carefully review the Software as a Service Terms and Conditions (“Terms”) of AAA Software Solutions, LLC. (including any parent, subsidiary, or affiliate, collectively referred to as “AAA Software Solutions”) before utilizing any services, or accepting or executing any agreement, document, or other instrument. By clicking the “Register” button, accepting these Terms through a quote that references them (the “Quote”), or using the services (as defined below) via any website owned by AAA Software Solutions, you agree to adhere to and be bound by these Terms. If you are accepting these Terms on behalf of a company or another legal entity, you affirm that you possess the authority to bind that entity to these Terms. If you lack such authority or do not agree to all of these Terms, you must refrain from clicking the “Register” button and may not utilize the services.

Definitions:

The terms “You” and “Your” denote the individual or entity that has requested or utilized Services from AAA Software Solutions or an authorized distributor or vendor by signing the Quote or accepting the online terms and conditions. The Services encompass a web-based platform that grants access to software for system administration, management, and monitoring activities performed by AAA Software Solutions as part of its software as a service offering. This includes the right to utilize the offerings of AAA Software Solutions, as specified in the Quote or the online terms and conditions (collectively referred to as the “Services”). “Program Documentation” pertains to any user manuals and other materials provided by AAA Software Solutions in relation to the Services. “AAA Software Solutions Programs” refers to the software products owned or distributed by AAA Software Solutions, which You are permitted to access as part of the Services, including any program updates provided. The term “Users” indicates those individuals authorized by You or on Your behalf to access the Services, as outlined in the Quote. “Your Data” signifies the raw data supplied by You that exists within the Services environment; however, it is clarified that Your Data does not pertain to the electronic format in which it is stored or managed by AAA Software Solutions. The term “Quote” refers to the document signed by You and AAA Software Solutions or the pricing information for Services presented on a AAA Software Solutions LLC website, which includes and integrates these Terms along with any other referenced documents. Both AAA Software Solutions and You may be referred to as a “Party.”

Applicability of Terms:

These Terms are applicable to the Quote that accompanies them.

Granted Rights:

During the term of the Services outlined in the Quote, you are granted a nonexclusive, non-assignable, royalty-free, and limited worldwide right to utilize the Services, strictly in accordance with the terms specified in these Terms and the Quote. You may permit Your Users to access the Services for this purpose, and you are accountable for ensuring their compliance with these Terms. The Services will be delivered as described in the Services policies referenced in the Quote. You acknowledge that AAA Software Solutions has no obligation to provide physical delivery and will not send software copies to you as part of the Services. You agree that under these Terms, you do not obtain any license to use the software mentioned in the Quote beyond the defined scope and duration of the Services. Upon the expiration or termination of these Terms or the associated Services, your right to access or utilize the Services will automatically cease without any further action required. Furthermore, you have no rights to sue AAA Software Solutions LLC for any incident or loss.

Ownership & Restrictions:

You maintain full ownership and intellectual property rights to Your Data. AAA Software Solutions, along with its licensors, holds all ownership and intellectual property rights to the Services and the AAA Software Solutions Programs, including any modifications or derivatives, as well as all associated data and software. Furthermore, AAA Software Solutions retains all ownership and intellectual property rights to any developments and deliverables provided under the Quote or these Terms. Any third-party technology deemed necessary or suitable for use with the software is outlined in the program documentation or Quote, as applicable. Your usage rights for such third-party technology are governed by the terms of the relevant third-party technology license agreement or other documents specified by AAA Software Solutions, rather than these Terms. You may not:

– Remove or alter any program identifiers or any indication of the proprietary rights of AAA Software Solutions or its licensors.

– Make the Services accessible to any third party for their business operations, except as explicitly allowed in this agreement or in the Program Documentation or Quote.

– Alter, create derivative works from, disassemble, reverse compile, or reverse engineer any component of the Services. This prohibition includes, but is not limited to, examining data structures or similar materials generated by programs, or accessing or utilizing the Services to develop or assist a third party in developing products or Services that compete with those of AAA Software Solutions.

– Share the outcomes of any Services or program benchmark evaluations, or conduct penetration testing or other scans on AAA Software Solutions’s websites without obtaining prior written consent from AAA Software Solutions.

– License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, allow timesharing or service bureau usage, or otherwise commercially exploit or make the Services, AAA Software Solutions Programs, or materials available to any third party, except as specifically permitted under these Terms.

– If you engage in Services that include the use of the Taxpayer Identification Number Matching Program (the “TIN Program”), you must:

– Adhere to all stipulations of Revenue Procedure 2003-9 (Microsoft Word – RP-03-09.doc (irs.gov)) or any subsequent IRS updates.

– Transmit only name/TIN combinations for accounts where there is a reasonable expectation of a reportable payment being made.

– Transmit only name/TIN combinations that have not been previously sent by you to the Service for matching.

– Safeguard the confidentiality of information acquired through TIN solicitation activities in compliance with the requirements of §31.3406(f)-1 of the Employment Tax Regulations. – Provide the Service with the necessary information.

Warranties, Disclaimers & Exclusive Remedies

AAA Software Solutions guarantees that the Services will operate in all significant aspects in accordance with the Program Documentation. Should the Services provided to you during any calendar month of the Services term fail to meet this warranty, you are required to notify AAA Software Solutions in writing, as outlined in the Quote, within five (5) business days of the failure or within any other timeframe specified in the Quote. The sole obligation of AAA Software Solutions and your exclusive remedy for any warranty failure will be the reperformance of the Services to ensure compliance with the warranty stated herein. If reperformance is not feasible within a reasonable timeframe, AAA Software Solutions may, at its discretion, issue a refund for any payments made for the nonconforming Services. AAA SOFTWARE SOLUTIONS DOES NOT WARRANT THAT THE SERVICES WILL BE FREE OF ERRORS OR INTERRUPTIONS, NOR DOES IT COMMIT TO CORRECTING ALL ERRORS IN THE SERVICES. YOU RECOGNIZE THAT AAA SOFTWARE SOLUTIONS DOES NOT CONTROL DATA TRANSFER OVER COMMUNICATIONS NETWORKS, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY EXPERIENCE LIMITATIONS, DELAYS, AND OTHER ISSUES INHERENT TO SUCH NETWORKS. AAA SOFTWARE SOLUTIONS SHALL NOT BE LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES ARISING FROM THESE ISSUES. TO THE FULLEST EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE, AND NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS APPLY, including those related to hardware, systems, networks, or environments, or regarding merchantability, satisfactory quality, and fitness for a particular purpose.

Trial Use of the Services

You may request specific Services for trial or nonproduction purposes as outlined in the Quote, in accordance with these Terms. Services obtained for trial purposes are delivered “as is,” and AAA Software Solutions disclaims any warranties or representations regarding these Services.

Indemnification

In the event that a third party asserts a claim against either you or AAA Software Solutions (referred to as the “Recipient,” which may denote either party depending on who received the defined Material), alleging that any information, design, specification, instruction, software, service, data, program, or material (collectively referred to as “Material”) provided by either you or AAA Software Solutions (referred to as the “Discloser,” which may denote either party based on who supplied the Material) infringes upon its intellectual property rights, the Discloser shall, at its own expense, defend the Recipient against such claims and indemnify the Recipient for any damages, liabilities, costs, and expenses awarded by a court to the third party or agreed upon in a settlement, provided that the Recipient adheres to the following conditions:

– Notifies the Discloser in writing without delay, and no later than thirty (30) days after receiving notice of the claim (or sooner if required by applicable law);

– Grants the Discloser exclusive control over the defense and any settlement discussions; and

– Provides the Discloser with the necessary information, authority, and assistance to effectively defend against or settle the claim.

Should the Discloser determine or suspect that any of the Material may infringe on a third party’s intellectual property rights, it may opt to either modify the Material to eliminate the infringement (while maintaining its essential utility or functionality) or secure a license for continued use. If neither of these options is commercially viable, the Discloser may terminate the license for the relevant Material, require its return, and refund any unused, prepaid fees that the Recipient has paid for such Material. If such a return significantly impacts AAA Software Solutions’s ability to fulfill its obligations under the relevant Quote, AAA Software Solutions may, at its discretion, take appropriate action.

Termination:

Services will be delivered for the duration specified in the Quote, unless terminated earlier in accordance with these Terms. The duration of the Services and any renewal periods are collectively referred to as the “Services term.” Upon the conclusion of the Services term, all rights to access or utilize the Services, including the AAA Software Solutions programs detailed in the Quote, will cease automatically, without any further action required. In the event that either Party violates a significant term of these Terms and does not rectify the violation within thirty (30) days after receiving written notice, the violating Party will be considered in default. The non-violating Party may then terminate the relevant Quote associated with the breach. Should AAA Software Solutions terminate the Quote as outlined above, you are required to settle all outstanding amounts due within thirty (30) days following the termination. The non-violating Party may, at its discretion, extend the thirty (30) day period as long as the violating Party is making reasonable efforts to remedy the breach. If you terminate the Quote as described in this Section, AAA Software Solutions will refund any fees paid for Services that were not delivered prior to the termination date. YOU ACKNOWLEDGE THAT IF YOU ARE IN DEFAULT UNDER THESE TERMS, YOU WILL NOT BE PERMITTED TO USE THE SERVICES ORDERED AND WILL HAVE NO RIGHTS RELATED THERETO. FURTHERMORE, AAA SOFTWARE SOLUTIONS RESERVES THE RIGHT TO IMMEDIATELY SUSPEND YOUR PASSWORD, ACCOUNT, AND ALL ACCESS TO OR USE OF THE SERVICES IF YOU FAIL TO PAY ANY AMOUNT DUE UNDER THE QUOTE AND THESE TERMS AND DO NOT CURE WITHIN THE FIRST FIVE (5) DAYS OF THE 30-DAY CURE PERIOD, OR IF YOU VIOLATE ANY PROVISION IN SECTIONS D, J, OR Q OF THESE TERMS. AAA SOFTWARE SOLUTIONS MAY TERMINATE THE SERVICES IF ANY OF THE ABOVE ISSUES ARE NOT RESOLVED WITHIN 30 DAYS AFTER INITIAL NOTICE IS GIVEN TO YOU. ANY SUSPENSION OF SERVICES BY AAA SOFTWARE SOLUTIONS UNDER THIS SECTION H WILL NOT EXEMPT YOU FROM YOUR OBLIGATIONS.

Fees & Taxes:

You are obligated to pay for all Services as detailed in the relevant Quote. Unless otherwise specified in the Quote, any rates or fees mentioned may be modified no more than once every twelve (12) months, with a thirty-day written notice provided to you, which may be delivered via email or posted on AAA Software Solutions’s website. Additionally, rates or fees may be adjusted at any time to account for increases in the Consumer Price Index or other direct costs, with written notice given to you, including through email or via the AAA Software Solutions website. Any discounts offered are contingent upon your submission of the specified quantity of forms or transactions within the duration of the Quote. If you prepay for forms or transactions, your rights to file such forms or transactions will expire on the earlier of the anniversary of the “paid by” date indicated in the Quote or the anniversary of the Quote date. No credits or refunds will be issued for any expired rights to file forms or transactions. AAA Software Solutions may, at its discretion, extend expired rights into the following annual period. AAA Software Solutions will not issue refunds to you. Should a refund be warranted for any reason, AAA Software Solutions will instead provide a credit to your account. Payments can be made through ACH, check, wire transfer, a prepaid balance on your account, payment per transaction, or an invoice upon request. If AAA Software Solutions agrees to process forms or transactions without available credit, you will be invoiced and must remit payment for these Services within 10 calendar days from the invoice date. All fees outlined in the Quote are non-cancelable, and payments made are nonrefundable, unless explicitly stated otherwise in the Quote. You are responsible for any sales, value-added, or similar taxes mandated by applicable law that AAA Software Solutions is required to pay based on the Services you have ordered, excluding taxes.

Nondisclosure:

The parties may gain access to confidential information through the Quote and this Agreement, which includes the terms and pricing outlined in the Quote, your data within the Services information environment, any client lists or information provided to AAA Software Solutions, as well as all intellectual property rights, claims, causes of action, and interests related to trademarks, websites, software, algorithms, methods, processes, and all associated intellectual property and components, along with any information explicitly marked as confidential at the time of disclosure (“Confidential Information”). Each party commits to sharing only the information necessary for fulfilling their obligations under the Quote and this Agreement. Confidential Information does not include information that enters the public domain without the fault of the other party or that was already known to the party before the disclosure. Both AAA Software Solutions and you agree to maintain the confidentiality of each other’s Confidential Information for a period of five (5) years following the termination or expiration of the Quote. Furthermore, both parties will only share Confidential Information with employees or agents who need access to it for protection against unauthorized disclosure, ensuring that such protection is at least as stringent as outlined in these Terms. AAA Software Solutions will make reasonable efforts to safeguard the confidentiality of your data within the Services environment, adhering to security practices established in good faith. Neither party is restricted from disclosing the terms or pricing under the Quote in any legal proceedings related to the Quote or these Terms, nor from sharing confidential information with governmental entities as mandated by law, but only to the extent necessary. The confidentiality provisions herein take precedence over any existing nondisclosure obligations.

Entire Agreement:

You acknowledge that the Quote and these Terms, along with any information referenced herein, constitute the complete and exclusive agreement for the Services you have ordered. This Quote and these Terms replace any previous or simultaneous agreements or representations, whether written or verbal, concerning such Services. Should any provision of the Quote or these Terms be deemed invalid or unenforceable, the remaining provisions will continue to be in effect, and the invalid term will be substituted with a term that aligns with the intent and purpose of the Quote and these Terms. It is explicitly understood that these Terms, including the Quote, will take precedence over any terms in a purchase order or other documents not issued by AAA Software Solutions, and no terms from such documents will apply to the Services ordered. Modifications to the Quote and these Terms, as well as any changes to rights and restrictions, can only be made through a written agreement signed (either physically or electronically) by authorized representatives of both you and AAA Software Solutions. In case of any discrepancies between the Terms and the Quote, the Quote will prevail.

Limitation of Liability

NEITHER PARTY SHALL BE HELD RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, NOR FOR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES), DATA, OR DATA UTILIZATION. AAA SOFTWARE SOLUTIONS’ MAXIMUM LIABILITY FOR DAMAGES ARISING FROM OR RELATED TO THE QUOTE OR THESE TERMS, REGARDLESS OF WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO AAA SOFTWARE SOLUTIONS FOR THE SERVICES UNDER THE QUOTE THAT IS THE BASIS OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGES AWARDED TO YOU AGAINST AAA SOFTWARE SOLUTIONS SHALL BE OFFSET BY ANY REFUND OR CREDIT YOU HAVE RECEIVED, AND SUCH REFUND OR CREDIT SHALL BE DEDUCTED FROM THE LIMITATION OF LIABILITY.

Export:

Export laws and regulations of the United States, along with any applicable local export laws, are applicable to the Services. You acknowledge that these export control laws govern your utilization of the Services (including any technical data) and any deliverables provided to you. You commit to adhering to all such export laws and regulations, which encompass “deemed export” and “deemed re-export” provisions. Furthermore, you agree that no data, information, software programs, or materials resulting from the Services (or any direct products thereof) will be exported, either directly or indirectly, in contravention of these laws, nor will they be utilized for any purposes prohibited by these laws, including but not limited to the proliferation of nuclear, chemical, or biological weapons, or the development of missile technology.

Force Majeure:

Neither you nor AAA Software Solutions will be held liable for any failure or delay in performance resulting from: acts of war, hostility, or sabotage; natural disasters; outages in electrical, internet, or telecommunications services not caused by the obligated Party; government-imposed restrictions (including the denial or cancellation of any export or other licenses); pandemics or any other circumstances beyond the reasonable control of the obligated Party. Both Parties agree to make reasonable efforts to minimize the impact of a force majeure event. Should such an event persist for more than 30 days, either Party may terminate unperformed Services with written notice. This provision does not relieve either Party from the responsibility to implement reasonable disaster recovery procedures or from your obligation to pay for the Services rendered.

Your Data:

You are responsible for delivering any necessary notifications and securing any required consents concerning your utilization of the Services and the provision of Services by AAA Software Solutions. This includes matters pertaining to the collection, use, processing, transfer, and disclosure of personal information. You will bear full responsibility for ensuring the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all your data.

Restriction on the Use of Services:

You agree not to utilize or allow the use of the Services in any manner that involves uploading, emailing, posting, publishing, or transmitting any material, whether deliberately or inadvertently, that (a) threatens or harasses any individual or causes harm or injury to any person or property; (b) includes the dissemination of any content that is false, defamatory, harassing, or obscene, or that facilitates fraudulent transactions or activities; (c) infringes on privacy rights, including any loss or unauthorized disclosure of personal information; (d) promotes bigotry, racism, hatred, or harm; (e) constitutes unsolicited bulk email, “junk mail,” “spam,” or chain letters; (f) infringes upon intellectual property or other proprietary rights; or (g) otherwise contravenes applicable laws, ordinances, or regulations, including those issued by the Internal Revenue Service. AAA Software Solutions reserves the right, at its sole discretion and with prior written notice to you, to report any actual or suspected legal violations to law enforcement or relevant authorities. Should AAA Software Solutions become aware of any potential breach of these Terms or the Privacy Policy, it may (but is not required to) initiate an investigation to determine the appropriate enforcement measures, during which time AAA Software Solutions may, at its sole discretion, suspend services or terminate your account without prior notice. AAA Software Solutions is not obligated to provide any rationale or appeal process regarding these actions. In addition to any other rights granted to AAA Software Solutions, it reserves the right to remove or disable access to any material that breaches these restrictions and to report any suspected fraudulent activities to the appropriate law enforcement agencies. AAA Software Solutions shall not be liable to you and will not issue refunds for any fees already paid if it takes such actions.

Services Tools:

AAA Software Solutions may utilize various tools, scripts, software, and utilities (collectively referred to as the “Tools”) to oversee and manage the Services, as well as to assist in addressing your service requests. These Tools will not gather, report, or retain any of your data within the Service production environment, except when necessary for troubleshooting service requests or other issues related to the Service. Data collected by the Tools (excluding production data) may also be utilized to aid in the management of AAA Software Solutions’s product and service offerings and for license management purposes. You acknowledge that (a) except as outlined in the subsequent paragraph, you are not permitted to access or utilize the Tools, and (b) you will not use or restore the Tools from any tape backup after the termination of this agreement. If AAA Software Solutions grants you access to or the ability to use any tools in relation to the Services, your usage rights for such tools will be governed by the licensing terms specified by AAA Software Solutions. In the absence of specified licensing terms, you will have a non-transferable, non-exclusive, royalty-free limited right to use these Tools solely for the purpose of managing and monitoring your Services environment, in accordance with these Terms. All such tools are provided by AAA Software Solutions on an “as is; with all faults” basis, and AAA Software Solutions does not offer technical support or any warranties regarding these Tools. Your right to utilize these tools will cease upon the earlier of AAA Software Solutions’s notification (which may be communicated through a posting on any designated URL), the conclusion of the Services Term, or the expiration of the license to use such Tools as defined by the specified licensing terms.

Statistical Information:

AAA Software Solutions may gather statistical data concerning the performance of the Services and may choose to share this information publicly, as long as it does not include Your data, identify Your confidential information, or mention Your company’s name. AAA Software Solutions maintains all intellectual property rights to this information.

Third Party Websites products, Content & Services

The Services may allow you to include links to external websites and access content, products, and services offered by third parties, including users, advertisers, affiliates, and sponsors. AAA Software Solutions disclaims any responsibility for third-party websites or content accessed through the Services, and you assume all risks related to the use of such websites and third-party content, products, and services.

Customer Reference:

The Services may enable you to incorporate links to external websites and access various content, products, and services provided by third parties, including users, advertisers, affiliates, and sponsors. AAA Software Solutions does not accept any liability for third-party websites or content accessed via the Services, and you acknowledge that you bear all risks associated with the use of such websites and third-party content, products, and services.

Miscellaneous:

AAA Software Solutions operates as an independent contractor, and both parties acknowledge that no partnership, joint venture, or agency relationship is established between us. Each party is responsible for compensating its own employees, including any associated employment taxes and insurance.

2. You are required to secure, at your own expense, any necessary rights and consents from third parties whose information you provide to AAA Software Solutions in relation to the Services, ensuring that AAA Software Solutions and its subcontractors can effectively perform the Services.
3. The Quote and these Terms are subject to the substantive and procedural laws of Arkansas. Both you and AAA Software Solutions agree to submit to the exclusive jurisdiction and venue of the courts located in Fayetteville, Washington County, Arkansas, for any disputes arising from or related to the Quote or this Agreement.
4. Should you encounter a dispute with AAA Software Solutions, wish to issue a notice under the Indemnification section of the Quote or these Terms, or find yourself facing insolvency or similar legal proceedings, you must promptly provide written notice to:

AAA SOFTWARE SOLUTIONS, LLC.

170-16 Hillside AVe,

Jamaica NY 11432

ATTENTION: LEGAL DEPARTMENT

Email:  info@aaasoftwaresolutoins.com

AAA Software Solutions may provide notifications relevant to its software as a service customer through a general announcement on the AAA Software Solutions portal for the Services. Additionally, specific notices may be sent to you via email to the address associated with your AAA Software Solutions account or through written correspondence delivered by first-class mail or prepaid post to the address listed in your account information.

5. You are prohibited from assigning the Quote or these Terms, or any associated rights, interests, or claims, as well as from transferring the Services or any interest in them to any other person or entity. AAA Software Solutions reserves the right to assign any Quote and these Terms to any entity that acquires a controlling equity interest in AAA Software Solutions or its parent companies, or to any entity that acquires a substantial portion of AAA Software Solutions’s assets.
6. With the exception of claims related to nonpayment owed to AAA Software Solutions or violations of AAA Software Solutions’s proprietary rights, neither Party may initiate any action, regardless of its nature, arising from or connected to the Quote or these Terms more than two (2) years after the cause of action has arisen.
7. AAA Software Solutions retains the right to audit your usage of the Services. You agree to assist AAA Software Solutions during the audit process and provide reasonable access to relevant information. Such audits will not unreasonably disrupt your regular business activities. You agree to remit any fees incurred from your usage of the Services that exceed your rights as identified in the audit within 30 days of receiving written notice. Failure to make payment may result in the termination of your Services by AAA Software Solutions. You acknowledge that AAA Software Solutions will not be liable for any costs you incur while cooperating with the audit.
8. The Uniform Computer Information Transactions Act is not applicable to the Quote or these Terms. You acknowledge that AAA Software Solutions’s business partners, including any third-party firms you engage for computer consulting Services, operate independently and are not agents of AAA Software Solutions. AAA Software Solutions is not responsible for the actions of any such business partner unless that partner is acting as a subcontractor for AAA Software Solutions under an engagement governed by these Terms.