Software as a Service – Supplemental Terms and Conditions
These Software as a Service – Supplemental Terms and Conditions (“Exhibit A”) are an exhibit to, subject to, and incorporated into the Master Software and Services Agreement (the “Agreement”).
1. Services: For the avoidance of doubt, the terms of the Agreement and this Exhibit govern Customer’s use of the SkySpecs SaaS, including SkySpecs Performance, Horizon, Horizon: SkySpecs Inspection Management, Financial Asset Management (“FAM), Blade Asset Management (“BAM”), SkySpecs Tech-Enabled Insights (“TEI”) Blade Services Subscription and Horizon CMS. Where applicable, for Customer’s use of Horizon, SkySpecs will use commercially reasonable efforts to provide the SaaS in accordance with the Service Level Terms posted online at: skyspecs.com/service-level-terms/
2. Customer Commitments, Responsibilities, and Restrictions: In order to ensure that the Services are provided in an efficient and timely manner, Customer understands that its cooperation and support is essential to success. As such, Customer agrees to the commitments, responsibilities and restrictions described in this Agreement.
2.1. Customer will identify an individual as the primary point of contact for SkySpecs for the duration of the services engagement (“Customer Key Contact”). Where applicable, Customer will designate one or more individuals as an administrator for Horizon: SkySpecs Inspection Management (“Customer Admin”). As part of the registration process, the Customer Admin will identify an administrative user name and password for its account and have the authority to request or remove access for additional Users and set permissions. The Customer Admin may request usernames and passwords for User access by emailing support@skyspecs.com. SkySpecs reserves the right to refuse registrations or cancel passwords it deems inappropriate. Customer is responsible for use of the Services by its Users and for their compliance with this Agreement. “User” means any individual who is authorized by Customer to use the Services under Customer’s account, including Customer’s employees, consultants, contractors, or agents.
2.2. Customer will provide timely and accurate data, information, and materials that SkySpecs may request from time to time, as well as other reasonable assistance that SkySpecs reasonably requires in order to perform the Services. Where applicable, Customer will also provide SkySpecs with access to all of its relevant sensor systems and corresponding data services for all monitored turbines, and will be responsible for monitoring, maintaining, and if necessary, repairing the system connectivity on an ongoing basis. Customer understands that its failure to provide timely or accurate information may delay the Services, and Customer holds SkySpecs harmless from any such delays.
2.3. Customer will not, directly or indirectly: reverse engineer, decompile, analyze, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; copy, modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by SkySpecs or authorized within the Services); make the Services or Software available to anyone other than Customer and its Users or use the Services for the benefit of anyone other than Customer (including renting, sublicensing, re-selling, distributing, time sharing, or service bureau purposes); access the Services or Software to build a competitive product or service; remove any proprietary notices or labels; or attempt to interfere with or disrupt the Services (or any related systems or networks). Customer will promptly notify SkySpecs of any suspected violation of this Agreement and will cooperate with SkySpecs to address the suspected violation. SkySpecs may suspend or terminate any User’s access to the Services upon notice to the Customer in the event SkySpecs reasonably determines that such User violated this Agreement or is using the Services In a manner that SkySpecs reasonably believes may cause a security risk or a disruption to SkySpecs’ ability to provide the Services. Customer shall use the SaaS exclusively for its own internal business operations and benefit.
2.4. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations. Although SkySpecs has no obligation to monitor Customer’s use of the Services, SkySpecs may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Agreement.
2.5. Customer shall be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services. Customer shall also be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.6. Customer, at its option, may utilize certain third-party software and services with the Services and is responsible for acquiring and maintaining all such third-party software and services required to access, use, or integrate with the Services, including all costs related to the foregoing. To the extent Customer authorizes the access or transmission of Customer Data through a third-party service, such third-party service terms will govern, and SkySpecs will not be responsible for, any use, disclosure, modification or deletion of such Customer Data or for any act or omission on the part of such third-party provider or its service.
3. Export Restrictions
3.1. Customer represents and warrants that it is not named on any government list of prohibited or restricted parties, nor is it owned or controlled by or acting on behalf of any such parties. Customer agrees that it will not access or use the Services in any manner that would cause any party to violate any international embargoes, economic sanctions, or export controls laws or regulations.
3.2. Any software and other technical information disclosed under this Agreement may be subject to restrictions and controls imposed by the Export Administration Act, Export Administration Regulations and other laws and regulations of the United States and any other applicable government or jurisdiction, as enacted from time to time (the “Acts”). The Parties shall comply with all restrictions and controls imposed by the Acts.
4. Machine Learning: The parties acknowledge that machine learning (“Machine Learning”) is a subset of AI that enables machines to develop algorithms based on statistical inferences drawn from patterns in submitted data. Certain Services may include Machine Learning, which are taught and trained largely from Customer’s internal data sets. Therefore, the quality of the results and outputs of the machine learning portions of the Services (“Machine Learning Outputs”) is heavily reliant on the quality of the data provided by Customer to SkySpecs.
5. Personal Data: Where applicable, during the Term, SkySpecs will process any personal data in accordance with the Data Processing Addendum posted online at https://guide.skyspecs.com/saas-terms-and-conditions/data-processing-addendum. Except as expressly stated in this Agreement, all other warranties, conditions, and representations, whether express or implied, are excluded, subject to applicable law.