Solano® – Terms of Use

Welcome to SOLANO®, iasset.com’s cloud-based billing service (“Solano” or the “Service”) – PLEASE READ THESE TERMS CAREFULLY BEFORE CHECKING “I AGREE.”
BY CHECKING “I AGREE,”, these Terms of Use become a valid and binding agreement between you (“you” or “Customer”) and the iasset.com Group, which includes iasset Holdings Pte. Ltd. and its wholly-owned subsidiaries, iasset.com Inc. and iasset.com Pty. Ltd., (collectively, “iasset”). Your use of Solano is (i) conditioned on your compliance with these Terms of Use and iasset’s Privacy Policy posted separately on www.iasset.com and (ii) governed by iasset’s Privacy Policy and Data Protection Addendum posted separately on www.iasset.com. If you have any questions about our Terms of Use, please contact our Privacy Officer at privacy@iasset.com  or +61 2 8915 6222.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, IASSET DOES NOT GRANT YOU ANY LICENSE OR OTHER RIGHTS TO USE SOLANO AND YOU SHOULD EXIT THE SERVICE.


1. 

For as long as Customer uses the Service (“Term”), Customer will remit Solano’s then-current transaction fees to iasset as set forth herein (“Fees”). Customer may access and use the Service for the first 30 days of the Term at no charge (the “Trial Period”); provided that, when Customer first registers for the Service, Customer will provide its credit card information on a fully secured basis to iasset’s designated merchant bank. iasset will not store or have access to Customer’s credit card or other financial information at any time.
Following the Trial Period, as and when Customer uses the Service at any time during any calendar month, iasset will charge the monthly Fees in arrears against Customer’s credit card by no later than the 15th day of the following calendar month.
If Customer’s credit card is declined at any time during the Term, iasset will send an email notification to Customer and, within three business days thereafter, again charge Customer’s credit card for the monthly Fee then due and owing. If Customer’s credit card is again declined, iasset reserves the right to (i) suspend the Service until payment is received in full, (ii) assess its collection costs against Customer, and (iii) if Customer’s credit card is declined more than twice in any six-month period during the Term, require that Customer pay an advance retainer to iasset in an amount reasonably determined by iasset in order to restate the Service.


2. 

As between Customer and iasset, (i) Customer owns and will retain all right, title and interest in and to all confidential or proprietary data supplied and/or stored by Customer or any of its customers on the Service (collectively, “Customer Data”) and (ii) iasset owns and will retain all right, title and interest in and to the Service, including its content, look-and-feel, and functionality and all intellectual property rights embodied therein, including patent rights, copyrights, trademarks, trade names and service marks.


3. 

If Customer formally notifies iasset that it will cease use of the Service, iasset will provide Customer with access to the Customer Data for a period of 60 days to allow Customer to download all its Data. Thereafter, iasset may close Customer’s Service and delete all Customer Data thereon.


4. 

Conditioned on Customer’s payment of Fees, iasset grants Customer a nonexclusive and non-transferable license to access and use the Service for its internal business purposes, subject to and in accordance with these Terms and all applicable laws, including PCI DSS. Customer will not copy, modify, create derivative works from, reverse engineer or decompile the Service or make any attempt to extract its source code. All rights not granted by iasset to Customer hereunder are reserved.


5. 

As between Customer and iasset, Customer is solely responsible for all Customer Data posted, uploaded, stored, processed, or transmitted through the Service. Excluding damages arising out of iasset’s gross negligence or willful misconduct or as set forth in Section 5 below, under no circumstances will iasset be liable to Customer or any of its internal or external users, including its end customers, for any losses, liabilities or damages arising out of any Customer Data or Customer’s (including its users’) access to or use of the Service or the Customer Data thereon.
Customer’s rights to access and use the Service hereunder exclude (i) service bureau or any other time-sharing or outsourcing use thereof or (ii) the concurrent use of a single login by more than one user. Customer will not and will not permit any third party to: (a) seek unauthorized access to the Service; (b) upload or transmit Customer Data that contains any malicious code intended to damage or detrimentally interfere with any systems, data, personal information or property; or (c) use or knowingly permit the use of any security testing tools to probe, scan or attempt to penetrate or ascertain the security of the Service.
Customer will not submit to the Service any materials that: (a) violate any third party intellectual property right or any moral right, privacy right, right of publicity or other proprietary right; (b) are unlawful, harassing, tortious, defamatory, false, obscene, harmful to minors and/or offensive in any way.
No part of the Service may be reproduced, distributed, displayed, posted, or transmitted by Customer in any form or by any means. Customer will not access the Service by any means other than through the interfaces provided by iasset. Customer will not do any “mirroring” or “framing” of any part of the Service or create Internet links to the Service that include login information, user names, passwords, and/or secure cookies. Any action or breach of any of these Terms by any user will be deemed an action or breach by Customer.


6. 

iasset warrants that, throughout Customer’s use of the Service, the Service will materially achieve the functionality described in its online documentation. Customer’s exclusive remedy and iasset’s sole liability for iasset’s breach of this warranty are as follows: iasset will use commercially reasonable efforts to modify the Service to achieve such functionality and, if iasset is unable to restore such functionality, Customer may terminate the Order Form and iasset will refund the monthly Fee paid, if any, for one month’s usage of the Service.
iasset will remotely support the Service on a 24/7/365 basis and will expeditiously escalate and use all commercially reasonable efforts to address and resolve technical and operational issues. Current technical support contact information appears on the homepage for www.iasset.com/solano.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK AND THE SERVICE ARE PROVIDED “AS IS, WHERE IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY.  IASSET DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF MALICIOUS CODE.

7. 

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY INDIRECT, SPECIAL, COVER OR CONSEQUENTIAL DAMAGES.
EXCLUDING (I) DAMAGES TO THE EXTENT ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND (II) FEES DUE FROM CUSTOMER TO IASSET.COM IN THE ORDINARY COURSE, EACH PARTY’S LIABILITY TO THE OTHER PARTY WITH RESPECT TO YOUR USE OF THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER THEREUNDER IN THE 12 CALENDAR MONTHS PRIOR TO THE DATE SUCH LIABILITY ACCRUED.


8. 

iasset may modify the Service and these Terms of Use at any time by implementing the modifications and posting a description of the modifications and/or the amended Terms of Use on the Service, as applicable. All modifications will be effective upon implementation and/or posting, as applicable. You are bound by the Terms of Use in effect on each date of your use of the Service.


9. 

iasset, which, for purposes of these Terms as and to the extent applicable, includes its third party hosting service providers and data centers, will back up all Customer Data and other content on the Service on a periodic basis. iasset will maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality, integrity, and continued availability of Customer Data.


10. 

“Confidential Information” means Customer Data. Confidential Information does not include information that: (i) is aggregated data derived from the Service that does not contain any personally-identifiable or Customer-specific information, including Customer Data or (ii) is required to be disclosed by law or judicial or governmental order; provided that, unless prohibited by law, iasset will use all reasonable efforts to provide you with an opportunity to appear and object to such disclosure.
iasset will (i) keep the Customer Data confidential and will not use or disclose Confidential Information except to the extent necessary to provide the Service; (ii) protect the confidentiality thereof with reasonable care and in the same manner as it protects the confidentiality of its own similar information (including inputting credit card data and social security numbers only in the fields designated for such data in the Service) and (iii) make Customer’s Confidential Information available to its authorized employees and consultants only on a “need to know” basis; provided that each such person is bound by iasset’s obligations hereunder.
iasset may use aggregated user registration and statistical information (i.e., usage, user traffic patterns) to enhance the Service, conform to industry best practices, or offer its customers comparative data analysis or for any other legitimate commercial use; provided that such aggregated data does not include any personally-identifiable information or identifiable reference to Customer or its customers.


11. 

You may not use any device, software, or routine, including any viruses, Trojan horses, worms, or time bombs, intended to damage or interfere with the proper working of the Service or to surreptitiously intercept or expropriate any system, data or personal information thereon or therefrom. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.


12. 

iasset will provide the Service in compliance with all applicable laws and regulations governing access to and use of the Service and any features, services or software thereon (“Laws”) and you will also comply with all such Laws. You represent that you have the legal right to accept these Terms.


13. 

This Agreement will be governed in accordance with the laws of the State of New South Wales, Australia. Customer will compensate iasset for any fees and costs incurred in responding to a subpoena or other request from a third party for records relating to Customer’s use of the Service.


14. 

At all times, the then-current Terms of Use and iasset’s Privacy Policy constitute the entire agreement between iasset and you with respect to your use of Solano. Unless otherwise required by law, you will contact iasset by email to privacy@iasset.com. Alternatively, you may contact iasset.com at:
Privacy Officer
iasset.com Pty Ltd
Level 12, 35 Clarence Street
Sydney    NSW    2000
AUSTRALIA
If iasset must provide notice directly to you, iasset will provide such notices to you via the email address provided during your registration or, at iasset’s option or if an email address is not available, by certified mail, postage prepaid and return receipt requested, to your street address, if provided during registration.
If there is any conflict between these Terms of Use and iasset’s then-current Privacy Policy and/or applicable law, including all data protection laws, applicable law and the Privacy Policy will govern and control.


Last updated: 21st July 2018