Archive: Tekion® ARC Master Subscription Agreement - Canadian
THIS MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT") IS BETWEEN TEKION CANADA ULC, AN ENTITY FORMED UNDER THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 5934 GIBRALTAR DRIVE, PLEASANTON, CALIFORNIA, USA 94588 ("WE," "US," "OUR," OR "TEKION") AND THE ENTITY LISTED IN THE ORDER FORM, INCLUDING ANY AFFILIATES USING THE SERVICES ( "YOU") AND SETS FORTH THE TERMS AND CONDITIONS GOVERNING ORDERS PLACED UNDER THIS AGREEMENT.
BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND ACKNOWLEDGE RECEIPT OF OUR PRIVACY NOTICE. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE ACCEPTED BY YOU ("EFFECTIVE DATE").
THIS MASTER SERVICES AGREEMENT ("AGREEMENT") IS BETWEEN TEKION CANADA ULC, AN ENTITY FORMED UNDER THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 5934 GIBRALTAR DRIVE, PLEASANTON, CALIFORNIA, USA 94588 ("WE" OR "TEKION") AND YOU ("CUSTOMER" OR "YOU") AND SETS FORTH THE TERMS AND CONDITIONS GOVERNING ORDERS PLACED UNDER THIS AGREEMENT AND IS EFFECTIVE AS OF THE DATE ACCEPTED BY YOU ("EFFECTIVE DATE").
BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT IN A LEGALLY BINDING MANNER. 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. NO TERMS THAT ARE CONFLICTING WITH, OR ADDITIONAL TO, THE TERMS SET FORTH IN THIS AGREEMENT WILL APPLY WITH RESPECT TO USE UNDER THIS AGREEMENT EVEN IF WE REQUIRE THAT THOSE TERMS BE "ACCEPTED" IN ORDER TO ACCESS OR USE THE SERVICES.
YOU MAY NOT ACCESS THE SERVICES IF YOU ARE OUR COMPETITOR, EXCEPT WITH OUR PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF BENCHMARKING OR OTHER COMPETITIVE PURPOSES.
"Services" exclude Content and Third Party Applications
EXHIBIT I
Tekion Production Support and Service Level Availability Policy
Our Software as a Service ("Cloud Service") is based on a multi-tenanted operating model that applies common, consistent management practices for all customers using the service. This common operating model allows Us to provide the high level of service reflected in our business agreements. This document communicates Our Production Support and Service Level Availability Policy ("SLA") with its customers. Capitalized terms, unless otherwise defined herein, shall have the same meaning as in the Tekion Master Subscription Agreement.
"Available" means the Cloud Services for Critical Business Functions are available and operable for access and use by You and Your Users over the Internet in material conformity with the User Documentation during Business Hours and shall be calculated as follows.
(Actual Uptime for Critical Business Functions ÷ (Scheduled Uptime for Critical Business Functions – Total Minutes in Service Period Cloud Services for Critical Business Functions are not Available Due to an Exception)) x 100 = Percentage Uptime.
All times will be measured only during Business Hours.
"Availability" has a correlative meaning. Cloud Services for Critical Business Functions will be deemed Available unless they are: (a) reported by You as being unavailable via a support request; or (b) detected by Us as being unavailable during Business Hours.
For the purposes of this Agreement: (i) a "Critical Business Function" means a function listed in EXHIBIT II with respect to which a performance or availability issue is qualified by Us as a Severity Level 1 issue in accordance with EXHIBIT II.; and (ii) "Business Hours" means 6 a.m. to 10 p.m. local time at the location of Your dealership.
EXHIBIT II
Support Service Level Requirements
Severity Level 1
Definition: The Cloud Services are unavailable or degraded to a degree where the service is substantially unusable or a non-dealership issue prevents You from using the Cloud Services to execute Critical Business Functions.
For purposes of this Agreement, “Critical Business Functions” means the following only:
Our Response Commitment: We will respond within thirty (30) minutes of receipt of case and shall remain accessible for troubleshooting from the time a Severity 1 issue is logged until such time as it is Resolved.
Resolution: We will work to resolve the problem until the Cloud Service is returned to normal operation. You will be notified of status changes.
Escalation: If the problem has not been resolved within one (1) hour, We will escalate the problem to Our appropriate internal team. The escalated problem will have higher priority than ongoing support, development or operations initiatives.
Your Response Commitment: You shall remain accessible for troubleshooting from the time a Severity 1 issue is logged until such time as it is resolved. If the issue is not resolvable solely due to Your availability, the downtime will cease to count towards "Availability".
Severity Level 2
Definition: The Cloud Services contain an issue that prevents You from executing one or more Critical Business Functions (defined above) and a workaround exists but is not optimal.
Our Response Commitment: We will respond within one (1) hour of receipt of case and shall remain accessible for troubleshooting from the time a Severity 2 issue is logged until such time as it is resolved.
Resolution: We will work to resolve the problem until the Cloud Service is returned to normal operation. You will be notified of status changes.
Escalation: If the problem has not been resolved within four (4) hours, You may request that We escalate the problem to Our appropriate internal team where the escalated problem will have higher priority than ongoing development or operations initiatives.
Your Response Commitment: You shall remain accessible for troubleshooting from the time a Severity 2 issue is logged until such time as it is resolved.
Severity Level 3
Definition: The Cloud Services contain an issue that may disrupt non-Critical Business Functions and a workaround is not available. to the dealership.
Our Response Commitment: We will respond within four (4) hours of receipt of case.
Resolution: We will work to resolve the problem until the Cloud Service is returned to normal operation. You will be notified of status changes.
Escalation: If progress is not being made Your satisfaction, You may request that We escalate the problem to Our appropriate internal team.
Your Response Commitment: You will respond to Our requests for additional information and implement recommended solutions in a timely manner.
Severity Level 4
Definition: The Cloud Services contain an issue that may disrupt non-Critical Business Functions and a workaround is available to the dealership but is not optimal.
Our Response Commitment: We will respond within twenty-four (24) hours of receipt of case.
Resolution: If resolution requires Us to do an issue fix, We will add the issue fix to Our development queue for future updates and suggest potential workarounds until the problem is resolved in a future update. You will be notified of status changes.
Escalation: If progress is not being made Your satisfaction, You may request that We escalate the problem to Our appropriate internal team.
Your Response Commitment: You will respond to Our requests for additional information and implement recommended solutions in a timely manner.
Severity Level 5
Definition: Non-system issues such as named support contact change, configuration questions, new feature requests, existing feature modification requests or understanding of a functionality.
Our Response Commitment: We will respond within twenty-four (24) hours of receipt of the case.
Resolution Commitment: We will respond to the request. You will be notified of status changes.
Escalation: If progress is not being made Your satisfaction, You may request that We escalate the problem to Our appropriate internal team.
Your Response Commitment: You will respond to Our requests for additional information and implement recommended solutions in a timely manner.
Severity Level Determination: You shall reasonably self-diagnose each support issue and recommend to Us an appropriate Severity Level designation. We shall validate Your Severity Level designation or notify You of a proposed change in the Severity Level designation to a higher or lower level with justification for the proposal. In the event of a conflict regarding the appropriate Severity Level designation, each party shall promptly escalate such conflict to its management team for resolution through consultation between the parties' management, during which time the parties shall continue to handle the support issue in accordance with Our Severity Level designation. In the rare case a conflict requires a management discussion, both parties shall be available within one hour of the escalation.
EXHIBIT III
Product Terms - Equipment
EXHIBIT IV
Product Terms - Tekion Lab Services
EXHIBIT V
Product Terms - Tekion Forms
EXHIBIT VI
Product Terms - Tekion Forms
EXHIBIT VII
Data Processing Addendum
This Data Processing Agreement ("DPA") reflects the parties' agreement regarding the Processing of Personal Data by Us on Your behalf under the agreement between You and Us by which You access the Services (the "Agreement").
This DPA is supplemental to, and forms an integral part of, the Agreement, and is effective upon its incorporation into the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.
The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.
ANNEX 1
Scope of Processing
Processing Activities This summary sets out details of the processing of Data under the DPA. | |
Nature and Purpose of Processing | We will Process Personal Data as necessary to provide the Services on your behalf pursuant to the Agreement, as further specified in the Order Form, and as further instructed by You in Your use of the Services. |
Duration of Processing | Subject to the Deletion or Return of Personal Data Section of this DPA, We will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing. |
Categories of Data Subjects | You may submit Personal Data in the course of using the Service, the extent of which is determined and controlled by You in Your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
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Types of Personal Data | You may submit Personal Data to the Services, the extent of which is determined and controlled by You in Your sole discretion, and which may include but is not limited to the following categories of Personal Data:
Sensitive Personal Data:
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Processing Operations | Personal Data will be processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:
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ANNEX 2
Security Measures
We will implement administrative, operational, physical, organizational and technical safeguards that meet or exceed accepted industry standards and are designed to preserve and protect the security, integrity and confidentiality of Your Data and protect Your Data against Personal Data Breaches. Such measures include:
ANNEX 3
List of Subprocessors
Tekion uses the following legal entities to store and deliver Personal Data in connection with the Services. This list will be updated from time to time based on subprocessors that we may add or change to deliver the Services:
THIS MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT") IS BETWEEN TEKION CANADA ULC, AN ENTITY FORMED UNDER THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 5934 GIBRALTAR DRIVE, PLEASANTON, CALIFORNIA, USA 94588 ("WE," "US," "OUR," OR "TEKION") AND THE ENTITY LISTED IN THE ORDER FORM, INCLUDING ANY AFFILIATES USING THE SERVICES ( "YOU") AND SETS FORTH THE TERMS AND CONDITIONS GOVERNING ORDERS PLACED UNDER THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND ACKNOWLEDGE RECEIPT OF OUR PRIVACY NOTICE. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE ACCEPTED BY YOU ("EFFECTIVE DATE").