1.DEFINITIONS
You or Your means the company or other legal entity for which you are accepting this Agreement.
Virinco means Virinco AS, with company address Grønland 1, 3045 Drammen, Norway. Virinco owns the WATS product and hosts the WATS.com and skyWATS.com Service. In this Agreement, Virinco may also be referred to through the use of “We”, “Us” and “Our”.
WATS means the product developed by Virinco.
WATS.com or skyWATS.com means the cloud Service where Virinco offer WATS as a SaaS Solution.
WATS Client means the software installed on a computer (ATE/Test Station) and communicate data with Our Service. WATS Client Development license and “development” computers mean ATE/Test Station solely used for software – or test equipment – development and not running (but not limited to) production or laboratory testing.
ATE/Test Station means Automatic Test Equipment, or a Computer, that executes automatic, semi-automatic or manual test on a Unit.
Browser means the application used at Your computer to view and react with web applications and materials.
Service(s) means the products and services that are ordered by You, installed On-Premises and/or other web pages designated by Us, including the WATS Client and associated offline components. Service(s) may also be referred to through the use of “Account”.
Service Endpoint means a web service URL or similar used for communication between Service and Clients.
Plan means the license model You subscribe to.
User(s) means individuals who are authorized by You to use the Service, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
Size of Processed Data means the Megabyte size of XML data transmitted to the WATS Service
Quota means the included pre-paid Size of Processed Data in your WATS Service subscription plan.
Overconsumption means the Size of Processed Data in excess of the included Quota of your WATS Service subscription.
Data Rollover means that unused remaining Quota can be carried forward to the next month, with an upper limitation of one month’s Quota size.
Service Hours means Monday to Friday 08.00 to 16.00 CET.
2. GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICE
The Agreement gives You access and right to use the Service during the Agreement term with such functionality as the Service has at any time.
Virinco retains all rights to all elements the Service consists of. You are not awarded any license or any usage right beyond what is expressed or stated in this Agreement. As an integral part of this Agreement, You shall have the right to receive support as defined in clause 6 of this Agreement.
The WATS Client uses web service or similar and requires access to Your Service Endpoint. There are numerous options to interface WATS with Your test software. Please see applicable documentation. Refer to the WATS Client documentation for Hardware and Software requirements.
3. TERM OF THE AGREEMENT
This Agreement commences on the date You accept it and until terminated by any of the parties according to the provisions in clause 12.
4. LIMITED USAGE
You can solely use the Service for Your internal purposes. You are not entitled to perform data processing on behalf of a third party using the Service, unless explicitly approved by Virinco. You commit Yourself to use the Service according to the applicable law and regulations, permissions and requirements in the Agreement and agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted in the Agreement.
You are responsible for the data, materials and the information that You, Users or the WATS Client process with the Service.
4.1 WATS ON-PREMISES LICENSE MODEL
The following applies to all customers entering this Agreement after December 1st 2021, or existing customers who has opted to migrate to the latest license model.
4.1.1. Users
A User will login using private credentials and may only be logged in from one location (Browser session) at the time.
4.1.2. WATS Client
The WATS Client can be downloaded and installed locally at the ATE/Test Station. The Clients are free of charge, the subscription will be billed according to the amount of data transferred to the Service, independent of how many Clients are being used.
4.1.3. Quota and Size of Processed Data
You are responsible to monitor the Size of Processed Data and make necessary adjustments to Quota to reduce the cost of Overconsumption. Virinco requires bi-annual audits of Processed Data.
4.1.4. Data Rollover
Plans include monthly Data Rollover. Limited to one extra monthly Quota.
5. ERRORS AND ERROR NOTICES
There is an error if the Service has reduced functionality and this is caused by circumstances Virinco is responsible for. When an error occurs, You shall notify Virinco by e-mail (support@virinco.com) and provide a description of the error and the circumstances of its occurrence.
6. SUPPORT & MAINTENANCE
6.1. Support
You shall have the right to receive email support. Virinco support can be contacted by e-mail (support@virinco.com) or using Virinco’s support center including FAQ and knowledgebase (support.virinco.com) 24 hours a day, 7 days per week and 365 days per year. User should normally receive support response within 24 hours after a problem is reported. Requests received out of Service Hours will be collected, however no action can be guaranteed until the next business day. Demand for immediate response will be provided and charged according to current support rate.
Error and bug fix will be handled remotely, and User must grant Virinco access to the necessary equipment (servers / stations / computers).
Support includes Virinco’s best effort in solving Service problems based on a detailed description of the problem, provided by You. Finding a solution is not guaranteed. Administration or configuration of the Service for You is not included in the Agreement.
Support shall be made available in accordance with the following guidelines:
- You shall nominate a support contact, who will act as Your primary contact point with Virinco.
- You will use Your best effort and most qualified personnel to search the source of the problem and to share detailed information with the support personnel.
- The most recent major version or recent major version minus one (-1) of the Product released must be used. Support on older versions will be payable.
- Cases which do not comply with the above-listed conditions will be invoiced at the applicable Virinco’s hourly consulting fees.
- Support that requires physical presence of Virinco’s personnel on Users site is not included in the Agreement. If On-site support is required, additional fees apply.
The Support shall only cover the Service when Service is used in a manner recommended by Virinco, and as such shall not extend to other configurations in respect of operating systems, databases, browsers and similar. The Support shall also not cover repairs to the content of the databases or issues caused by You. The Support shall also not cover support of anything outside the Service that You subscribe to, including, but not limited to NI TestStand, NI LabVIEW, or MS VisualStudio, or problems that are only associated to Your hardware, internal networks and internet connections, and/or items of peripheral equipment that are entirely independent of the Service.
Virinco reserves the right to recommend a training course or consultancy services if the support takes the form of general training. Virinco similarly reserves the right to send You specifications of possible solutions, which You must attempt to implement in order to solve the current problem.
This Support shall not include any form of consultancy services. You can purchase additional professional services as required.
In order to respond to Your support requests in the best way possible, we advise You to grant Virinco or a Virinco support partner access Your Service.
6.2. Included Support Activities:
| Id |
Description |
Price |
Response time |
| S01 |
Questions about; usage, installation of upgrades and updates and production |
Included
|
A consultant will normally be available within 24 hours to answer a question or start working on a problem. |
| S02 |
Errors in WATS (bug fix) |
Included |
A consultant will normally be available within 24 hours to start working on a problem. |
| S03 |
Immediate response time
– inside normal business hours |
See current Virinco hourly rates |
Immediately |
| S04 |
Immediate response time
– outside normal business hours |
See current Virinco hourly rates |
Immediately |
| S05 |
Remote Virinco installation (typically server upgrade) |
4 hours per Master Server and 2 hours per Regional/Local Server included * |
As planned with the Customer |
*For each new version – inside normal business hours.
6.3. Maintenance
User shall be given access to new versions of the Product as soon as they become available. Updates are released periodically and may include:
- New functionality
- Bug fixes
- Compatibility updates for third party software and systems such as OSs, web browsers, etc.
Each new version of the Product will be accompanied by a release note in electronic format.
The Agreement shall not include any form of consultancy services or personal support from Virinco outside what is included under Support.
6.4. Dispatch
New version release notes will be published at the Virinco support site (support.virinco.com).
7. RESPONSIBILITY
There is a breach of Agreement if the parties do not fulfil the obligations defined in the Agreement.
It shall not be regarded as Virinco breach of Agreement if the Service is unavailable as a result of errors, or has reduced functionality, or You achieve poor response time as a result of the circumstances outside Virinco’s control, or as a result of circumstances related to the Service, given that Virinco’s tries to correct the error within a reasonable time. Virinco’s obligation to try to correct the error only extends to what is reasonable under the circumstances.
Virinco does not give any warranty or promise that the functionality in the Service will cover Your individual requirements, expectations or needs. Virinco gives neither any warranty nor any promise that interruptions or errors will not occur during the operation of the Service. You acknowledge that errors may occur from time to time and waive its right to claim compensation as a result of errors occurring.
Virinco is not responsible for indirect losses, including, but not limited to lost profits of any kind, losses as a result of delayed startup of operation or operational disruption, lost goodwill, deprivation and third-party claims. Virinco is only liable for errors in the Service if Virinco does not try to correct errors that Virinco has confirmed that will be tried corrected. No warranty is given that the error may be satisfactory rectified. No liability can be claimed as a result of faults or errors in the Software or the Service.
8. LEGAL DEFECTS
If a third party starts legal action claiming that the Service infringes other’s copyright, title or industrial rights in Norway, Virinco shall at its own expense defend Your interest. This should however only apply to the extent You immediately notify Virinco of such claims, that Virinco gets full control of the case and that You co-operates with Virinco in the negotiations and potential court proceedings. Virinco shall in such a case cover awarded legal costs and compensation. No other claims than these stated in this clause 8 can be put forward against Virinco as a result of legal defects.
9. PERSONAL DATA AND CONFIDENTIALITY
Users must allow the Service to store and retrieve session information through the use of “cookies” which are necessary to enable the login/logout procedures used in the Service and to ensure that unauthorized persons do not gain access to the Service.
Virinco and everyone that on behalf of Virinco receives information about You and Your business, relations and other data, marked as confidential information, are obliged to not expose such information to outsiders without Your consent. This applies accordingly for You. You shall also protect and keep in secrecy all other information that Virinco provides to You, or information that You become aware of; to the extent that You should have understood that the information is Virinco’s confidential information. The obligation to keep confidential information secret shall remain in force after the expiry of this Agreement and last for ten (10) years.
If any part of the Agreement entails the processing of personal data for which You and/or Your business is/are controller of personal data (as defined in the EU Directive on Protection of Personal Data and relevant national data protection legislation), the provisions of this section shall apply.
Virinco is the processor of such data and undertakes not to process personal data for any other purpose or in any other respect than strictly in accordance with this Agreement. You are aware that Virinco within the scope of this Agreement may disclose personal data to a third party without Your additional written consent.
Virinco undertakes to take appropriate technical and organizational measures to protect the personal data processed. These measures shall achieve a level of security that is appropriate taking into account the existing technical possibilities, the cost of implementing the measures, the special risks that exist when processing the data and the sensitivity of the processed personal data. You shall implement the necessary changes in the aforesaid measures in order for You and Virinco to comply with applicable legislation on personal data as current from time to time.
If Virinco receives an inquiry from an authority or another third party on the existence or content of personal data for which You and/or another company/unit in Your business is controller of personal data, Virinco shall not disclose any data or content but pass on such inquiry to You without delay.
10. PRICES AND PAYMENT
10.1 Service Subscription Price
The Service subscription price is determined by the selected set of features, and the selected Quota. The Service shall be prepaid. Any Size of Processed Data that exceeds Quota, plus any applicable Data Rollover from previous periods, will be used to calculate Overconsumption.
10.2 Overconsumption charges
Overconsumption cost shall be calculated and invoiced bi-annually, at a cost determined by the most recent price list.
10.3 Invoicing of Service
You shall be invoiced for added Quota and added features for the period from the order has been confirmed by Virinco and to the end of the running Agreement, after which any such upgrade will be included in the Service subscription to calculate the fee for subsequent Agreement periods.
The Service covered by this Agreement shall be invoiced in advance.
Other amounts shall be invoiced after the relevant Service has been performed and at the agreed prices. Virinco may change the prices for the Service with 3 months prior notice, with effect from the start of the following Agreement term.
11. AMENDMENTS TO THE PLAN
11.1 Upgrades of subscription coverage
Customers on the WATS On-Premises License Model can expand the included Quota for Size of Processed Data, or upgrade feature-plans, at any time. The orders shall be issued via e-mail (sales@virinco.com). The order shall be issued by the person with the authority to commit You, as specified in the registration form or in the Account page at Your Service.
11.2 Reduction in subscription coverage
You can reduce the Size of Quota, or downgrade selected set of features for the Service. Such a reduction covered by this Agreement must be done by e-mail, and will have effect from the end of the running Agreement term under the provision that notice of such reduction is sent and received before the end of the running Agreement term. If the reduction notice is not issued in accordance with this provision, the Agreement fee will not be reduced until the end of the subsequent Agreement term.
12. TERMINATION OF AGREEMENT
Each party can terminate the Agreement. The termination of the Agreement must be done in writing or e-mail and will have effect from the end of the running Agreement term. A notice of termination shall be sent to the other party at least 3 – three – months prior to the end of the running Agreement term. The termination shall not involve any form of refund of the compensation and shall only indicate that the Agreement will not be extended for the next Agreement term.
If the terminate notice is not issued in accordance with the provisions in the first paragraph, the Agreement shall be automatically renewed for a new Agreement term.
If You do not pay amounts when due, or otherwise does not fulfil its obligations pursuant to the Agreement, Virinco shall have the right to terminate the Agreement with immediate effect.
Upon terminating the Agreement, WATS software must be completely uninstalled and removed from all Your Servers and ATEs/Test stations.
13. OWNERSHIP AND TRANSFER OF DATA
All data stored at the Service is owned by You.
Virinco can consent to assist in converting data to another format as specified by You. Virinco will invoice accrued time as a result of such provision and conversion of data according to Virinco prevailing rates for such assistance.
14. TRANSFER OF RIGHTS
Virinco can in whole or partly transfer its rights and/or obligations pursuant to this Agreement, as long as this does not substantially hinder the performance of the Agreement. You cannot transfer its rights and obligations pursuant to this Agreement without Virinco’s written approval. Such approval cannot be unreasonably rejected. Virinco can in whole or partly let its obligations pursuant to the Agreement be performed by a third party.
15. REFERENCES AND ADVERTISEMENT
You agree that Virinco in its marketing can refer to You and Your usage of the Service. Virinco will not at any time provide Your data or personal information to any third party for any purpose other than assisting Virinco in the operation and delivery of the Service.
16. CHANGES IN CONTACT AND INVOICING INFORMATION
You are responsible for at all times providing Us up to date necessary invoicing information, including but not limited to Purchase Order / Frame Order references. Further, You are responsible for at all times ensure that necessary Frame Order approvals exist for the cost of the Service, plus any reasonably expected additional charges. Failure to do so may cause delays in the invoicing process and consequently result in suspension or termination of Service.
17. MODIFICATIONS
Virinco reserves the right to make amendments to the terms and conditions of this Agreement with 2 months prior notice, with effect from the start of the following Agreement term. If amendments are governed in a clause of this Agreement, the stated prior notice applies.
All Customers will be informed of such amendments by email or through the information being made available on Virinco’s websites or Customer support pages.
18. DISPUTES
This Agreement shall be governed by Norwegian law and be under the Norwegian courts’ exclusive jurisdiction.
