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This SaaS Services Agreement (“Agreement”) is between Mona Labs Inc. (“Company”), and a Mona Labs Free Account Customer (“Customer”).
1.1 Subject to the terms of this Agreement, the Company will provide Customer access to the Services described in Exhibit A - Features and Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account.
Customer will not, directly or indirectly: (i) reverse engineer, decompile, 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, data related to the Services (“Software”) (ii) copy, modify, translate, save or create derivative works based on the Services, or any Software (except to the extent expressly permitted by Company or authorized within the Services); (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (iv) remove any proprietary notices or labels. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including 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 and any Customer accounts or passwords (including administrative and user passwords).
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”) and otherwise proprietary information obtained by Company or its employees in the performance of this Agreement, including information related to the business activities of Customer, information about the individual users of the Services and their use of the Services, and information that is confidential to the Customer’s clients or to third parties to which the Customer owes a duty of confidentiality. The Receiving Party agrees: (i) to take commercially reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party without breach of any agreement or obligation of confidentiality, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law, statute, rule, a regulator or regulation, court order or legal process, provided that the Receiving Party promptly informs the Disclosing Party of any such requirement (unless prohibited by applicable law from so notifying the Disclosing Party) and discloses no more information than is so required. At the request and option of the Disclosing Party, and in any event upon termination or expiration of this Agreement, the Receiving Party shall promptly return, or destroy or permanently erase, all Proprietary Information in the possession or control of the Receiving Party.
3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or Support Services that do not contain, and are not based on any reference to any Customer Data, and (c) all intellectual property rights related to any of the foregoing.
3.3 Company and Customer shall each implement and maintain reasonable and appropriate administrative, technical, physical, and organizational safeguards designed to: (i) ensure the security and confidentiality of the Customer Data, and Services; (ii) protect against any anticipated threats or hazards to the security or integrity of the Customer Data, and Services; and (iii) protect against unauthorized or unlawful access to or use of the Customer Data, and Services and against accidental loss or destruction of, or damage to, the Customer Data, and Services. Company shall promptly notify Customer of any unauthorized access to any Customer Data, and Services and of any other breaches of security and shall reasonably cooperate with Customer to ensure that Customer is not negatively affected by any such occurrences or to mitigate the effects of same on Customer.
3.4 Notwithstanding anything to the contrary, subject to Section 3, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Company does not intend that any Customer Data contain personally identifiable information. If Customer believes that Customer Data contains personally identifiable information, Customer shall obtain necessary consents from its users to allow Company to use Customer Data as set forth herein. Company will cooperate with any law enforcement authorities or court order requiring the disclosure of Customer Data.
3.5 The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee will not directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any country, jurisdiction or Person to which export, re-export, or release is prohibited by applicable Law. Licensee will comply with all applicable Laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
3.6 Company shall not, without Customer’s prior written consent and such consent will not be unreasonably withheld, in each instance: (i) issue any press releases or other public announcement or materials in connection with this Agreement; (ii) mention any member of the Customer’s name in connection with this Agreement or represent, directly or indirectly, that any products or services provided by Company have been approved or endorsed by any member of the Customer; or (iii) disclose the existence, the nature or subject matter of this Agreement in any publicity material, advertising, sales promotions, trade shows, publicly available web sites or pages, or other marketing material or other similar communications.
4.1 If Customer agrees and separately signs an order form for services with described fees, Customer will pay Company the fees described in the Order Form for the Services (the “Fees”) and follow the billing terms described henceforth.
4.2 Company shall bill through an invoice and full payment for invoices must be received by Company fifteen (15) days after Customer’s receipt of such invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with the Services other than U.S. taxes based on Company’s net income.
5.1 Either the Company or Customer can terminate the contract at will.
5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if the other party materially breaches any of the terms or conditions of this Agreement and does not cure such breach within thirty (30) days of receipt of written notice explaining the breach in reasonable detail. Customer will pay in full for the Services up to and including the last day on which the Services are provided and Company shall refund to Customer the pro rata unused portion of any prepaid fees for the remainder of the Term. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days All sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations and limitations of liability.
Company represents and warrants that it (i) shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner; (ii) subject to section 2.3 it has all rights, licenses, consents and authorizations necessary to grant the rights and licenses granted in this Agreement; (iii) the Services delivered under this Agreement will operate substantially in conformity with its applicable documentation; and (iv) the Services do not contain, and will not transmit to Customer or its systems, any viruses, Trojan horses, timebombs, or any other code, programs or mechanisms that disrupt, modify, delete, harm, or otherwise impede the operation of computer systems.
Company further represents and warrants that it is not restricted by any employment, confidentiality or other obligations (contractual, fiduciary or otherwise) from providing the Services. Company hereby covenants that (a) if Company should become aware of any such restrictions at any time, it will promptly notify Customer and (b) it will provide its Services to Customer in compliance with all applicable laws, regulations and contractual or other obligations applicable to Company.
Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES OR WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Company shall defend, indemnify and hold the Customer harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from or arising out of a third party claim, action or proceeding that the Software, Services, Implementation Services, or other materials provided by Company, or the use thereof, infringes or otherwise violates any patent, copyright or other intellectual property rights or misappropriates any trade secret, provided Company is promptly notified of any such claim subject to indemnification (provided, however, that the failure to provide such notice shall not relieve Company of its indemnification obligations hereunder, except to the extent of any material prejudice as a direct result of such failure) and given reasonable assistance, at Company’s sole cost and expense, and the opportunity to assume sole control over defense and settlement (provided, however, that Company shall not enter into any settlement or compromise of any such claim in the event such settlement or compromise imposes any liability or obligation on any member of the Customer without such member of the Customer’s prior written consent); Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company or its authorized agents, (ii) that are modified by Customer or its agents after delivery by Company where the unmodified version of the Service would not be infringing and the claim would not have arisen but for such modification, (iii) combined with other products, processes or materials not provided or approved by Company where the Service would itself not be infringing and the claim would not have arisen but for such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer’s use of the Service violates this Agreement and the claim would not have arisen but for such use. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially equivalent features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND EXCEPT FOR ANY LIABILITY ARISING OUT OF A PARTY’S CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR ANY FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR FOR ANY DIRECT DAMAGES IN EXCESS OF THE FEE PAID BY CUSTOMER TO COMPANY , IN EACH CASE, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party except with other party’s prior written consent, which consent will not be unreasonably withheld or delayed. Any other purported assignment will be void. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. The words “including” or “includes” means including or includes (as applicable) without limitation or restriction. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Any claim or action brought by one of the parties in connection with this Agreement will be brought in the appropriate Federal or State court located in the County of Delaware and the parties irrevocably consent to the exclusive jurisdiction of such court.
Access to Mona - software platform that enables monitoring for AI/ML applications, including the following capabilities:
Ability to define monitoring projects (Contexts).
Logging client and REST API to collect and aggregate data from monitored applications.
Full ETL capabilities to automatically create metrics and analytical dimensions
Comprehensive anomaly detection on select metrics and automatic segmentation
Web dashboard to review insights generated by the platform and data visualization
Customizable alerting mechanism (e.g., Email, Slack, MS Teams)
Self-service configuration management (automatic initial configuration setup)
Unlimited users within an organization
This document set forth the terms pursuant to which Mona Labs Inc. (“Company”) will provide Customer with support and maintenance for the Monitoring Platform, provided that Customer’s account is in good standing. Customer is responsible for providing support to Customer’s employees, consultants and other end users, and shall remain the point of contact for all of the foregoing.
a. Service Commitment. Company will use its commercially reasonable efforts to ensure that the Uptime of the Solution equals or exceeds 95%. Company’s daily system logs will be used to track Uptime. “Uptime” means the total number of minutes in a calendar month, minus the total number of minutes in that calendar month that comprises Unscheduled Downtime, divided by the total number of minutes in a calendar month.
b. Scheduled Downtime. A minimum of 3 days advance notice will be provided for all scheduled downtime to perform system maintenance, backup and upgrade functions for the Solution (the “Scheduled Downtime”). Company will notify Customer (including via email) of any Scheduled Downtime that will exceed one (1) hour. The duration of Scheduled Downtime is measured in minutes, as the amount of elapsed time from when the Services are not available to perform operations, to when the Services become available to perform operations.
c. Unscheduled Downtime. Unscheduled Downtime is measured in minutes, and is defined as any time outside of Scheduled Downtime when the Services are not available. Unscheduled Downtime does not include problems resulting from (i) Customer’s actions and inactions, or the actions and inactions of Customer’s employees, consultants, service providers and users, (ii) Customer’s equipment and/or third party equipment to the extent not within Company’ control, such as third party hosting or cloud services or (iii) the unavailability of or problems in the Internet or cellular network.
a. Support. Subject to these terms and conditions hereof and the Agreement, Company or its agents shall use commercially reasonable efforts to diagnose and correct verifiable and reproducible problems (“Errors”) when reported to Company in accordance with the procedures set forth herein. Customer shall make commercially reasonable efforts to assist Company in reproducing any Error. Customer will provide Company with access to Customer’s personnel and equipment necessary to answer questions regarding Errors.
b. Response Times. Company or its agents shall respond to Customer’s requests for support services within the time frame set forth herein:
(i) With respect to High Priority Errors: 24 hours
(i) “High Priority Errors” means errors that cause a serious failure of the material functionality of the Platform and materially disrupt Customer operations.
(ii) With respect to Medium Priority Errors: 3 business days
“Medium Priority Errors” means errors that cause a serious failure of the material functionality of the Platform but does not materially disrupt Customer operations.
With respect to Low Priority Errors: Best effort by next scheduled upgrade
“Low Priority Errors” means errors that cause non-critical failure or degradation of the functionality of the Solution.
A “Business Day” means every official work day in the United States of America, excluding weekends, federal and State holidays. A “Business Hour” means 9:00am to 5:00pm US Eastern Time on Business Days.
c. Contact. Customer may contact the Company by email at: support@monalabs.io during Business Hours. Company will make efforts to answer emails received outside business hours. Company cannot guarantee any action on emails received outside of Business Hours until the following Business Day.
Company shall have no obligation to provide services hereunder if the Platform: (i) has been used other than in accordance with the Agreement, Company instructions or applicable documentation; (ii) has been modified, repaired, serviced, maintained or altered by anyone other than Company without Company’ prior written approval; or (iii) has been used in connection with hardware not recommended by Company.
Customer shall assign at least one and up to four named contact persons that will be permitted to contact Company for support. Customer contact persons should have reasonable knowledge of the Platform and of the underlying technologies. Customer acknowledges that compliance with Customer’s obligations hereunder is an essential condition to Company’s provision of support and maintenance hereunder.
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