Terms and Conditions

Piql CONNECT

Terms & Conditions

This Standard Contract (“Agreement”) is between [Client] (“[Client]”) and Piql AS (“Piql”) from which you are procuring piqlConnect (defined below) and governs your use of piqlConnect purchased through Piql and running on the Azure Microsoft cloud platform.

This Agreement is the parties’ entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement. Capitalized terms have the meanings given under “Definitions.”

Both parties acknowledge that Microsoft is not a party to this Agreement, nor in anyway responsible for the parties’ actions or obligations under this Agreement. Microsoft’s relationship with [Client] and Piql is solely governed by Microsoft’s respective agreements with those parties; Microsoft otherwise disclaims all liability resulting from this Agreement (including any Orders).

License to piqlConnect
1. License grant . piqlConnect is licensed and not sold. Piql grants [Client] a nonexclusive and limited license to use the ordered piqlConnect. These licenses are solely for [Client] ’s own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.
2. Duration of licenses . Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. Licenses granted for metered piqlConnect billed periodically based on usage continue if [Client] continues to pay for its usage of the piqlConnect. All other licenses become perpetual upon payment in full.
3. End Users . [Client] will control access to and use of the piqlConnect by End Users and is responsible for any use of the piqlConnect that does not comply with this Agreement.
4. Affiliates . [Client] may order piqlConnect for use by its Affiliates. If it does, the licenses granted to [Client] under this Agreement will apply to such Affiliates, but [Client] will have the sole right to enforce this Agreement against PIQL. [Client] will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement and any applicable Order(s).
5. Reservation of Rights . PIQL reserves all rights not expressly granted in this Agreement. pilqConnect is protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use piqlConnect on a device do not give [Client] any right to implement PIQL’s intellectual property in the device itself or in any other software or devices.
6. Restrictions . Except as expressly permitted in this Agreement, Documentation or an Order, [Client] must not (and is not licensed to):
  1. copy, modify, reverse engineer, decompile, or disassemble piqlConnect, or attempt to do so;
  2. install or use any third-party software or technology in any way that would subject Piql’s intellectual property or technology to any other license terms;
  3. work around any technical limitations in an or restrictions in Documentation;
  4. use piqlConnect for any unlawful purpose;
  5. distribute, sublicense, rent, lease, or lend piqlConnect, in whole or in part, or use them to offer hosting services to a third party.
Privacy.
1. EU Standard Contractual Clauses . To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of [Client] Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission, made available by the PIQL at the applicable URL for such terms or as otherwise communicated to [Client] .
2. Personal Data . [Client] consents to the processing of Personal Data by Piql and its Affiliates, and their respective agents and Subcontractors, as provided in this Agreement. Before providing Personal Data to PIQL, [Client] will obtain all required consents from third parties (including [Client] ’s contacts, partners, distributors, administrators, and employees) under applicable privacy and Data Protection Laws.
3. Processing of Personal Data; GDPR . To the extent Piql is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing and the parties also agree to the following terms in this subsection (“Processing of Personal Data; GDPR”):
  1. Processor and Controller Roles and Responsibilities . [Client] and Piql agree that [Client] is the controller of Personal Data and PIQL is the processor of such data, except when (a) [Client] acts as a processor of Personal Data, in which case Piql is a subprocessor or (b) stated otherwise in piqlConnect-specific terms. Piql will process Personal Data only on documented instructions from [Client] . In any instance where the GDPR applies and [Client] is a processor, [Client] warrants to Piql that [Client] ’s instructions, including appointment of Processor as a processor or subprocessor, have been authorized by the relevant controller.
  2. Processing Details . The parties acknowledge and agree that:
    1. the subject-matter of the processing is limited to Personal Data within the scope of the GDPR;
    2. the duration of the processing will be for the duration of the [Client] ’s right to use piqlConnect and until all Personal Data is deleted or returned in accordance with [Client] instructions or the terms of this Agreement;
    3. the nature and purpose of the processing will be to provide piqlConnect pursuant to this Agreement;
    4. the types of Personal Data processed by piqlConnect include those expressly identified in Article 4 of the GDPR; and
    5. the categories of data subjects are [Client] ’s representatives and end users, such as employees, contractors, collaborators, and [Client] s, and other data subjects whose Personal Data is contained within any data made available to Piql by [Client] .
  3. Data Subject Rights ; Assistance with Requests. Piql will make information available to [Client] in a manner consistent with the functionality of the piqlConnect and Piql’s role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under the GDPR. PIQL will comply with reasonable requests by [Client] to assist with [Client] ’s response to such a data subject request. If PIQL receives a request from [Client] ’s data subject to exercise one or more of its rights under the GDPR in connection with piqlConnect for which Piql is a data processor or subprocessor, Piql will redirect the data subject to make its request directly to [Client] . [Client] will be responsible for responding to any such request including, where necessary, by using the functionality of the piqlConnect. Piql will comply with reasonable requests by [Client] to assist with [Client] ’s response to such a data subject request.
  4. Use of Subprocessors . [Client] consents to Piql using the subprocessors listed at the applicable PIQL URL or as otherwise communicated to [Client] . Piql remains responsible for its subprocessors’ compliance with the obligations herein. Piql may update its list of subprocessors from time to time, by providing [Client] at least 14-days’ notice before providing any new subprocessor with access to Personal Data. If [Client] does not approve of any such changes, [Client] may terminate any subscription for the affected piqlConnect without penalty by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval.
  5. Records of Processing Activities . Piql will maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on behalf of [Client] , make them available to [Client] upon request.
Confidentiality.
1. Confidential Information . “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, [Client] Data, the terms of this Agreement, and [Client] ’s account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products, or services.
2. Protection of Confidential Information . Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
3. Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.
4. Duration of Confidentiality obligation . These obligations apply: (1) for [Client] Data, until it is deleted by Piql; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.
SLAs.
Piql offer further availability and support obligations for piqlConnect. Such service level agreement (“SLA”) will be made available by Piql as an Annex to this Terms & Conditions or as otherwise communicated to [Client] .
Verifying compliance.
[Client] must keep records relating to piqlConnect it and its Affiliates use or distribute. At Piql’s expense, Piql may verify [Client] ’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. To do so, Piql may engage an independent auditor (under nondisclosure obligations) or ask [Client] to complete a self-audit process. [Client] must promptly provide any information and documents that PIQL or the auditor reasonably requests related to the verification and access to systems running piqlConnect. If verification or self-audit reveals any unlicensed use, [Client] must, within 30 days, order sufficient licenses to cover the period of its unlicensed use. Without limiting PIQL’s other remedies, if unlicensed use is 5% or more of [Client] ’s total use of all piqlConnect, [Client] must reimburse PIQL for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current [Client] price or the maximum allowed under applicable law, if less. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.
Nothing in this section limits [Client] ’s right to audit Piql under the GDPR provisions.
Representation and warranties.
PIQL continuously represents and warrants that:
1. it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement;
2. its performance will not violate any agreement or obligation between it and any third party;
3. the piqlConnect will substantially conform to the Documentation;
4. the piqlConnect will not:
  1. to the best of PIQL’s knowledge, infringe or violate any third party patent, copyright, trademark, trade secret, or other proprietary right; or
  2. contain viruses or other malicious code that will degrade or infect any products, services, software, or [Client] ’s network or systems, and
5. while performing under this Agreement, PIQL will comply with law, including Data Protection Laws and Anti-Corruption Laws, and will provide training to its employees regarding AntiCorruption Laws
  Disclaimer . Except as expressly stated in this Agreement, piqlConnect is provided as is. To the maximum extent permitted by law, Piql disclaims all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance.
Defense of third-party claims.
1. By [Client] . [Client] will defend PIQL and its Affiliates from and against any and all third party claims, actions, suits, proceedings arising from or related to [Client] ’s or any authorized user’s violation of this Agreement or user terms (a “Claims Against PIQL”), and will indemnify Piql and its Affiliates for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Piql or its Affiliates in connection with or as a result of, and for amounts paid by Piql or its Affiliates under a settlement [Client] approves of in connection with a Claim Against Piql. Piql must provide [Client] with prompt written notice of any Claims Against Piql and allow [Client] the right to assume the exclusive defense and control of the claim, and cooperate with any reasonable requests assisting [Client] ’s defense and settlement of such matter.
2. By Piql . Piql will defend [Client] from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the piqlConnect as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against [Client] ”), and will indemnify [Client] for all reasonable attorney’s fees incurred and damages and other costs finally awarded against [Client] in connection with or as a result of, and for amounts paid by [Client] under a settlement PIQL approve of in connection with a Claim Against [Client] ; provided, however, that the PIQL has no liability if a Claim Against [Client] arises from: (1) [Client] Data or non-Piql products, including third-party software; and (2) any modification, combination or development of piqlConnect that is not performed or authorized in writing by Piql, including in the use of any application programming interface (API). [Client] must provide Piql with prompt written notice of any Claim Against [Client] and allow Piql the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting Piql’s defense and settlement of such matter. This section states PIQL sole liability with respect to, and [Client] ’s exclusive remedy against Piql for, any Claim Against [Client] .
3. Notwithstanding anything contained in the above subsections (a) and (b), (1) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (2) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if: (A) the third party asserting the claim is a government agency; (B) the settlement arguably involves the making of admissions by the indemnified parties; (C) the settlement does not include a full release of liability for the indemnified parties; or (D) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
Limitation of liability.
For piqlConnect, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts [Client] was required to pay for piqlConnect during the term of the applicable licenses, subject to the following:
1. Subscriptions . For piqlConnect ordered on a subscription basis, Piql’s maximum liability to [Client] for any incident giving rise to a claim will not exceed the amount [Client] paid for the piqlConnect during the 12 months before the incident.
2. Free piqlConnect and distributable code . For piqlConnect provided free of charge and code that [Client] is authorized to redistribute to third parties without separate payment to Piql, Piql’s liability is limited to direct damages finally awarded up to 3,000 Euros.
3. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.
4. Exceptions . No limitation or exclusions will apply to liability arising out of either party’s: (1) confidentiality obligations (except for liability related to [Client] Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s intellectual property rights.
Pricing and payment.
[Client] ’s pricing and payment terms for a given order are set forth and governed by the Piql Services Agreement and applicable Order.
Term and termination .
1. Term . This Agreement is effective until terminated by a party, as described below. The term for each Order will be set forth therein.
2. Termination without cause . Unless otherwise set forth in an Order, either party may terminate this Agreement or any Order without cause on 60 days’ notice. Termination without cause will not affect [Client] ’s perpetual licenses, and licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement. PIQL will not provide refunds or credits for any partial subscription period(s) if the Agreement or an Order is terminated without cause.
3. Termination for cause . Without limiting other remedies, it may have, either party may terminate this Agreement or any Order immediately on notice if (i) the other party materially breaches the Agreement or an Order, and fails to cure the breach within 30 days after receipt of notice of the breach; or (ii) the other party becomes Insolvent. Upon such termination, the following will apply:
  1. All licenses granted under this Agreement will terminate immediately except for fully paid, perpetual licenses.
  2. All amounts due under any unpaid invoices will become due and payable immediately. For metered piqlConnect billed periodically based on usage, [Client] must immediately pay for unpaid usage as of the termination date.
  3. If PIQL is in breach, [Client] will receive a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.
4. Suspension. PIQL may suspend use of piqlConnect without terminating this Agreement during any period of material breach. PIQL will give [Client] reasonable notice before suspending piqlConnect. Suspension will only be to the extent reasonably necessary.
5. Survival . The terms of this Agreement, including the applicable Order, that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement or any Order, will survive termination or expiration, including all indemnity obligations and procedures.
Miscellaneous.
1. Entire Agreement . This Agreement supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. If there is a conflict between any parts of this Agreement, the following order of precedence will apply:
  1. Order;
  2. this Agreement;
  3. Service Level Agreement (SLA); and
  4. Documentation.
2. Independent contractors . The parties are independent contractors. [Client] and PIQL each may develop products independently without using the other’s Confidential Information.
3. Agreement not exclusive. [Client] is free to enter into agreements to license, use, and promote the services of others.
4. Amendments . Unless otherwise agreed in a writing signed by both parties, PIQL will not change the terms of this Agreement, including privacy terms, during the term of this Agreement.
5. Assignment . Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. [Client] consents to the assignment to an Affiliate or third party, without prior notice, of any rights PIQL may have under this Agreement to receive payment and enforce [Client] ‘s payment obligations, and all assignees may further assign such rights without further consent. Furthermore, either party may assign this Agreement without the consent of the other party in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets. Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void.
6. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.
7. Waiver . Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
8. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
9. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to PIQL must be sent to the address stated in the Order. Notices to [Client] will be sent to the individual at the address [Client] identifies on its account as its contact for notices. PIQL may send notices and other information to [Client] by email or other electronic form.
10. Applicable law .
  1. United States and Canada. If you acquired piqlConnect in the United States or Canada, the laws of the state or province where you live (or, if a business, where your principal place of business is located) govern the interpretation of these terms, claims for breach of them, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of law principles.
  2. Outside the United States and Canada. If you acquired piqlConnect in any other country, the laws of that country apply.
11. Order of precedence . The body of this Agreement will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.
12. Government procurement rules . By accepting this Agreement, [Client] represents and warrants that: (1) it has complied and will comply with all applicable government procurement laws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements.
13. Compliance with laws . PIQL will comply with all laws and regulations applicable to its provision of piqlConnect. PIQL will obtain and maintain any approvals, licenses, filings, or registrations necessary to its performance, and will comply with all law (including law related to export, corruption, money laundering, or any combination of these). [Client] must also comply with laws applicable to their use of piqlConnect.
14. Construction . Neither party has entered this Agreement in reliance on anything not contained or incorporated in it. This Agreement is in English only. Any translation of this Agreement into another language is for reference only and without legal effect. If a court of competent jurisdiction finds any term of the Agreement unenforceable, the Agreement will be deemed modified as necessary to make it enforceable, and the rest of the Agreement will be fully enforced to effect the parties’ intent. Lists of examples following “including”, “e.g.”, “for example”, or the like are interpreted to include “without limitation,” unless qualified by words such as “only” or “solely.” This Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. Unless stated or context requires otherwise:
  1. all internal references are to this Agreement and its parties;
  2. all monetary amounts are expressed and, if applicable, payable, in Euros;
  3. URLs are understood to also refer to successors, localizations, and information or resources linked from within websites at those URLs;
  4. a party’s choices under this Agreement are in its sole discretion, subject to any implied duty of good faith;
  5. “written” or “in writing” means a paper document only, except where email is expressly authorized;
  6. “days” means calendar days;
  7. “may” means that the applicable party has a right, but not a concomitant duty,
  8. “partner,” if used in this Agreement or related documents, is used in its common, marketing sense and does not imply a partnership;
  9. “current” or “currently” means “as of the Effective Date” but “then-current” means the present time when the applicable right is exercised or performance rendered or measured;
  10. “notify” means to give notice under subsection (i) above; and
  11. a writing is “signed” when it has been hand-signed (i.e., with a pen) or signed via an electronic signature service by a duly authorized representative of the signing party.
15. Definitions.
  “Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party.
  
  “Anti-Corruption Laws” means all laws against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money-laundering, and illegal software, including the U.S. Foreign Corrupt Practices Act.
  
  “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.
  
  “Confidential Information” is defined in the “Confidentiality” section.
  
  “ [Client] Data” means all data, including all text, sound, software, image or video files that are provided to PIQL or its Affiliates by, or on behalf of, [Client] and its Affiliates through use of piqlConnect. [Client] Data does not include Support Data.
  
  “Support Data” means all data, including all text, sound, video, image files, or software, that are provided to PIQL by or on behalf of [Client] (or that [Client] authorizes PIQL to obtain from piqlConnect) through an engagement with PIQL to obtain technical support for piqlConnect covered under this Agreement.
  
  “Data Protection Law” means any law applicable to PIQL or [Client] , relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
  
  “Documentation” means all user manuals, handbooks, training material, requirements, and other written or electronic materials PIQL makes available for, or that result from use of, piqlConnect.
  
  “End User” means any person [Client] permits to use piqlConnect or access [Client] Data.
  
  “Insolvent” means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its (i.e., the non-terminating party’s) assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business.
  
  “piqlConnect” means all services, websites (including hosting), solutions, platforms, and products identified in an Order and that PIQL makes available under or in relation to this Agreement, including the software, equipment, technology, and services necessary for PIQL to provide the foregoing. piqlConnect availability may vary by region.
  
  “Order” means an ordering document used to transact piqlConnect via Piql ordering system.
  
  “Personal Data” means any information relating to an identified or identifiable natural person.
  
  “Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants.
  
  “Standard Contractual Clauses” means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR.
  
  “Subcontractor” means any third party: (1) to whom PIQL delegates its obligations under this Agreement, including a PIQL Affiliate not contracting directly with [Client] through an Order; or (2) who, in performing under a contract between it and PIQL or a PIQL Affiliate, stores, collects, transfers or otherwise processes Personal Data (obtained or accessed in connection with performing under this Agreement) or other [Client] Confidential Information. “Use” means to copy, download, install, run, access, display, use or otherwise interact with.

Annex 1: piqlConnect Service Level Agreement (SLA) and support process

Confidential statement

All information contained in this document is provided in confidence to the parties involved for the sole purpose of clarifying the service level agreement and support process for Piql AS. This confidential information is not to be used for any other purpose and is not to be published or disclosed to any other party. This document includes confidential information that belongs to Piql. Information or distributions of this document shall, therefore, be approved by Piql. Contact information can be found under section 5 in this Annex.

Introduction

This Service Level Agreement for piqlConnect and Online Storage services (this “SLA”) is a part of your Piql services agreement (the “Agreement”). The piqlConnect and Online Storage services are managed and supported by Piql personnel. The infrastructure and applications are run on Azure, a Microsoft cloud service. Piql Service Levels Agreements are backed up by Azure SLAs.

If Piql does not achieve and maintain the Service Levels for each service described in this SLA, you may be eligible for a credit towards a portion of your monthly service fees. Piql will not modify the terms of your SLA during the initial term of your subscription; however, if you renew your subscription, the version of this SLA that is current at the time of renewal will apply throughout your renewal term. Piql will provide at least 90 days’ notice for adverse material changes to this SLA.
Claims

For Piql to consider a claim, you must submit the claim to customer support at Piql helpdesk, including all information necessary for Piql to validate the claim, including but not limited to:
1. A detailed description of the Incident.
2. Information regarding the time and duration of the Downtime.
3. The number and location(s) of affected users (if applicable).
4. Descriptions of your attempts to resolve the Incident at the time of occurrence
  
  Piql will evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is owed. You must comply with the Agreement to be eligible for a Service Credit. If we determine that a Service Credit is owed to you, we will apply the Service Credit to your applicable monthly service fees.
Service Credits

Service Credits are your sole and exclusive remedy for any performance or availability issues for any service under the Agreement and this SLA. You may not unilaterally offset your applicable monthly service fees for any performance or availability issues.

The Service Credits awarded in any billing month will not, under any circumstance, exceed your monthly service fees for the service, as applicable, in the billing month.

If you purchased a service from a Piql reseller, you would receive a service credit directly from your reseller, and the reseller will receive a Service Credit directly from Piql. The Service Credit will be based on the estimated retail price for the applicable service, as determined by Piql at our reasonable discretion.
Limitations

This SLA and any applicable Service Levels do not apply to any performance or availability issues:
1. Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our data center);
2. That result from the use of service or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
3. Caused by your use of a service after we advised you to modify your use of the service, if you did not modify your use as advised;
4. During or with respect to preview, pre-release, beta or trial versions of a service, feature or software (as determined by us);
5. That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices.
6. That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the service in a manner inconsistent with the features and functionality of the service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance.
Contact details

The Piql helpdesk application is primarily used for handling and resolution of incidents. Access to the helpdesk is done by a web service and email communication. Emails sent to the support email address are automatically added to the ticket history for the incident. If the severity of the incident calls for immediate action, you could contact Piql using the support telephone line.

Piql support is operated 08-17 all workdays (Central European Time zone (CET)).

Contact information
Helpdesk: https://piql.zendesk.com
email: support@piql.com
Phone Norway: +47 905 33 432
piqlConnect and APIs
1. Downtime
  Downtime is defined as the actual time in minutes that the service is not performing as agreed and/or is not available to the customer for regular use. Any period where the response time is noticeably slower than it would be in an optimized and fully operative technical environment, shall also be considered as Downtime.
  
  Downtime is permitted in all agreed maintenance windows, provided that Piql has made reasonable efforts to limit the downtime during the agreed maintenance window.
  
  Piql uses maintenance windows to maintain infrastructure platforms and the operational environment. Such maintenance windows shall be announced five working days in advance. One maintenance window per service/month can be accepted. Each maintenance window shall be limited to a few hours as necessary and shall be scheduled to such weeks/hours that has as little negative impact on Piql and the customers businesses as possible.
  
  Exceptionally, in case of external and server security threats not under Piql’s control, Piql may request additional maintenance windows, for instance, to install hot fixes or security patches that Piql could not have installed during any other maintenance window. Such requests shall not be withheld without reasonable cause. Exceptional maintenance windows may also be agreed upon between the Parties in Change Orders.
  
  Piql shall give the customer prior written notice at least five working days in advance of any expected downtime, or as soon as possible. Further, Piql shall give the customer written notice immediately in case of unexpected downtime.
2. Monthly Uptime Percentage
  
  This is calculated as Maximum Available Minutes less Downtime divided by Maximum Available Minutes in a billing month for a given PiqlConnect subscription. The following formula represents the Monthly Uptime Percentage:
  
  Monthly Uptime % = (Maximum Available Minutes – Downtime) / Maximum Available Minutes X 100
  
  Service Levels and Service Credits for PiqlConnect:
  
  MONTHLY UPTIME PERCENTAGE SERVICE CREDIT
  
  < 99.5% 10%
  
  < 95% 25%
  
  < 90% 100%
3. Service Levels and Service Credits for APIs consumption
  
  Piql guarantees that API Management Service will respond to requests to perform operations at least 99.95% of the time.
  
  MONTHLY UPTIME PERCENTAGE SERVICE CREDIT
  
  < 99.95% 10%
  
  < 99% 25%
4. Online Storage
  
  Average Error Rate for a billing month is the sum of Error Rates for each hour in the billing month divided by the total number of hours in the billing month.
  
  Error Rate is the total number of Failed Storage Transactions divided by the Total Storage Transactions during a set time interval (currently set at one hour). If the Total Storage Transactions in a given one-hour interval is zero, the error rate for that interval is 0%.
  
  Failed Storage Transactions is the set of all storage transactions within Total Storage Transactions that are not completed within the Maximum Processing Time associated with their respective transaction type, as specified in the table below. Maximum Processing Time includes only the time spent processing a transaction request within the Storage Service and does not include any time spent transferring the request to or from the Storage Service.
  
  Monthly Uptime Percentage: The following formula represents the Monthly Uptime Percentage:
  
  100% – Average Error Rate
5. Service Levels and Service Credits for Online Storage
  
  MONTHLY UPTIME PERCENTAGE SERVICE CREDIT
  
  < 99% 10%
  
  < 98% 25%

TRANSACTION TYPES	MAXIMUM PROCESSING TIME
PutBlob and GetBlob (includes blocks and pages) Get Valid Page Blob Ranges	Two (2) seconds multiplied by the number of MBs transferred in the course of processing the request.
PutFile and GetFile	Two (2) seconds multiplied by the number of MBs transferred in the course of processing the request.
Copy Blob	Ninety (90) seconds (where the source and destination blobs are within the same storage account).
Copy File	Ninety (90) seconds (where the source and destination files are within the same storage account).
PutBlockList GetBlockList	Sixty (60) seconds.
Table Query List Operations	Ten (10) seconds (to complete processing or return a continuation)
Batch Table Operations	Thirty (30) seconds
All Single Entity Table Operations All other Blob, File and Message Operations	Two (2) seconds