Subscription Agreement

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF JANRAIN, INC. SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” AND “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose.

This Agreement is between You and Janrain, Inc., a Delaware corporation with its principal offices located in Portland, Oregon (“Janrain”). Customer and Janrain are each referred to below as a “Party” and together the “Parties.” This Agreement, which is effective as of the date of Customer acceptance, states the general terms and conditions applicable to the Services (defined below) which Janrain will provide to Customer pursuant to the terms herein, the Order Form which incorporates this Agreement by reference, and any related SOW (defined below).

  1. CERTAIN DEFINITIONS.
    Customer Website
    means a website or mobile site owned or operated by Customer and/or its agent (with production and non-production (i.e., internal testing and development) environments for a site counted as one site);
    Documentation
    means the technical documentation made available by Janrain to Customer that describes the operation and functionality of the SaaS Services;
    Order Form
    means the documents used for placing orders for Services hereunder, which are mutually executed by the Parties, including attached schedules and other addenda thereto, and constitute a binding commitment to purchase the Services ordered therein;
    Provisioning Services
    means the services Janrain performs to provision the SaaS Services for use with Customer Websites;
    SDK
    means each software development kit developed by Janrain and made available for Customer’s use in connection with Customer mobile applications;
    Services
    means SaaS Services, Provisioning Services, and any strategic consulting services ordered by Customer;
    SOW
    means Janrain’s standard form which specifies the scope and schedule of (i) any Provisioning Services ordered by Customer beyond those included with standard provisioning of an ordered SaaS Service, and (ii) any strategic consulting services ordered by Customer;
    SaaS Services
    means those User management software and data storage offerings hosted and made available by Janrain on a software-as-a-service basis and ordered by Customer under an Order Form, as further described below and in the Order Form;
    Third Party Providers
    are third party social network and/or identity providers with whom User Data may be processed and shared according to Customer’s configuration of the SaaS Services;
    User
    means each unique, individual user authorized by Customer to interact with the SaaS Services or for whom an electronic record has been established by the SaaS Services;
    User Data
    means electronic data pertaining to a User and submitted by a User to a Customer Website through use of the SaaS Services or provided by or otherwise obtained by Customer through use of the SaaS Services, and may include data processed and shared between Third Party Providers and Customer according to Customer’s chosen configuration of the SaaS Services. “Record” means an electronic record of User Data stored in a database maintained by Janrain for Customer, if Customer has ordered a SaaS Service that includes such storage.
  2. PURCHASING SERVICES.
    1. Order Form. Services are purchased via an Order Form.
    2. Subscriptions. SaaS Services are purchased as subscriptions to access and use (during the applicable Subscription Term) the SaaS Services with the User or Record capacity and number of Customer Websites specified in the Order Form. Janrain will count the number of Users or, if applicable, Records, and display the current total to Customer within the SaaS Services online administration dashboard. A User is counted when the User initially uses the SaaS Services to register or log in on a Customer Website, and a Record is counted when it is created. Production and non-production (e.g., development and testing) environments owned or operated by Customer or Customer’s agent for a single Customer Website are counted collectively as one Customer Website.
    3. Adding User/Record Capacity and Customer Websites. Subscriptions for additional User or Record capacity or Customer Websites may be purchased during a Subscription Term for the pricing stated in the underlying subscription Order Form and any added subscriptions will terminate on the same date as the underlying subscription, unless otherwise specified in the Order Form.
    4. Renewals. Each SaaS Service subscription will automatically renew for the same period as the initial Subscription Term unless either Party notifies the other at least thirty (30) days prior to the commencement of the renewal term that it does not want the subscription to renew.
  3. PROVISIONING OF SERVICES.
    1. Provisioning. Janrain hereby grants to Customer a worldwide, non-exclusive, non-transferable right to access and use, and to permit Users to access and use, the SaaS Services pursuant to this Agreement and applicable Order Forms. Janrain will provide the SaaS Services 24 hours a day, 7 days a week pursuant to this Agreement (including the Service Level Agreement in Appendix A hereto) and applicable Order Forms and SOWs, if any. Standard support for the SaaS Services is included at no extra charge in accordance with the support levels and processes set forth in Appendix A. Janrain will deliver the Services in compliance with all applicable laws, including data privacy and security laws, and subject to applicable Third Party Providers’ then-current application provider interface (API) platform policies and terms of service. Customer may make a reasonable number of copies of the Documentation and SDKs at no extra charge for its use of the SaaS Services. SaaS Services will be provided with their standard deployment configurations referenced in the applicable Order Form unless Customer orders a non-standard deployment, in which event custom deployment deliverables will be described in, and provided in accordance with, a SOW. The Parties may change a SOW only by a written Change Order document signed by the Parties. Customer will provide assistance reasonably requested by Janrain in connection with the provisioning of the SaaS Services.
    2. Administrative Rights. SaaS Services include a restricted-access administrative interface to allow Customer’s designated employees or agents (“Administrative Users“) to access the configuration and settings components so they can manage, configure and monitor the SaaS Services for Customer benefit. Janrain will provide each Administrative User designated by Customer with access to and use of the administrative interface.
    3. Protection of Hosted Data. If Customer purchases and uses a SaaS service which includes User Data storage, Janrain and its data hosting service provider will use and maintain appropriate administrative, physical, and technical safeguards for protection of Janrain-hosted User Data against accidental or unlawful destruction, loss, or alteration and unauthorized disclosure or access. These safeguards will include measures for preventing access, use, modification or disclosure of User Data by Janrain personnel except (i) to provide the Services and prevent or address service or technical problems, (ii) as compelled by law in accordance with Section 10 (Confidential Information) below, or (iii) as Customer expressly permits in writing. Additional safeguards used will include (a) industry standard firewalls for all data entering internal data network from any external source; (b) industry standard virus protection programs and techniques to prevent harmful software code from affecting the Services or User Data; (c) encrypting data in transit; and (f) isolating all Janrain-hosted User Data for Customer in its own logically discrete production database environment. All Janrain-hosted User Data will be maintained in audited and ISO 27001, SSAE 16, and SOC 2 compliant datacenters. In addition, Janrain is Safe Harbor-certified under the U.S.-EU and U.S. Swiss Safe Harbor Frameworks and will maintain its certification as long as the frameworks are recognized by the European Union and Switzerland respectively as providing adequate assurance of data security.
  4. USE OF THE SERVICES.
    1. Customer Responsibilities. Customer will (a) establish and apply to Users privacy policies consistent Customer’s use of the SaaS Services as permitted under this Agreement, (b) be responsible for ensuring the security and confidentiality of Administrative User access passwords, be solely liable for any damages resulting from Customer’s failure to maintain such security and confidentiality, and notify Janrain promptly of any unauthorized access or use, (c) use the SaaS Services only in accordance with all applicable laws and government regulations and Customer’s representations to Users, and (d) to the extent Customer is using SaaS Services to receive data from any Third Party Providers, comply with such Third Party Providers’ API platform policies and terms of use.
    2. Restrictions. Customer will not (a) sell, rent or lease the SaaS Services, (b) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the SaaS Services or any portion thereof; (c) distribute, transfer, grant sublicenses, or otherwise make available the SaaS Services (or any portion thereof) to third parties other than Users; (d) embed or incorporate in any manner the SaaS Services (or any element thereof) into any application other than Customer’s subscribed Customer Websites; (e) create modifications to or derivative works of the SaaS Services; (f) reproduce the SaaS Services or Documentation (except as permitted under Section 7 below); (g) in any way access, use, or copy any portion of the SaaS Services code (including the logic and/or architecture thereof and any trade secrets included therein) to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with the SaaS Services; (h) permit Users to access or use any Service in a country embargoed by the U.S. or in violation of any U.S. export law or regulation; or (i) use the SaaS Services to store financial or credit account numbers, social security or other government issued personal identification numbers, driver license numbers, or personal health information (or PHI) as defined in the Healthcare Insurance Portability and Accountability Act of 1996, as amended.
  5. FEES AND Payment.
    1. Fees. All fees for purchased Services (“Fees“) will be itemized on the applicable Order Form. Except as otherwise specified herein, (i) Fees are based on Services purchased, not actual usage, and (ii) payment obligations are non-cancellable and Fees are non-refundable, and (iii) capacity and quantities purchased cannot be decreased during the relevant Subscription Term.
    2. Payment. All properly invoiced amounts are due and payable in United States currency within thirty (30) days following the invoice date unless a different currency and period is specified in the Order Form. Invoices will be sent to the address included on the invoice unless Customer instructs Janrain otherwise in writing. Customer will pay applicable, invoiced taxes (excluding those based on Janrain’s net income, property, and employees) unless Customer provides Janrain with a valid taxation exemption certificate from the relevant taxing authority. If payment of any properly invoiced amount is not received by Janrain by the due date, then without limiting Janrain’s rights or remedies, (a) the invoiced amount may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Janrain may condition future subscription renewals and Order Forms on payment terms shorter than those specified herein.
  6. PROPRIETARY RIGHTS. Subject to the rights expressly granted hereunder, Janrain will retain all copyright, trademark and other intellectual property and proprietary rights in and to the SaaS Services and Customer will obtain no rights therein, except the access and use rights expressly granted in this Agreement. Customer will retain all copyright, trademark and other intellectual property and proprietary rights in User Data and any materials that Customer provides to Janrain for incorporation into the SaaS Services. Janrain will obtain no rights therein, except the right to access and use User Data and such materials as required to provision the SaaS Services to Customer. If Janrain provides to Customer any deliverables under a SOW, Customer will own such deliverables, except for any Janrain intellectual property contained therein to which Janrain hereby grants to Customer and Customer’s agents a worldwide, nonexclusive, non-transferable, royalty-free right to use such intellectual property in connection with the SaaS Services.
  7. TERM AND TERMINATION.
    1. Agreement Term. This Agreement shall continue in effect until terminated as set forth herein.
    2. Termination. This Agreement and any Order Form may be terminated (a) by either Party if the other Party breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from the non-breaching Party, or (b) by either Party upon written notice if the other Party becomes the subject of a petition for bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    3. Effect of Termination. Upon any termination of this Agreement or an Order Form, without prejudice to any other rights or remedies which the Parties may have, (a) all rights granted and obligations required thereunder shall immediately terminate, except that Subsection 3.3 and Sections 4, 5, 6, 7, 9, 11, 12, 14 and 17 shall survive termination, (b) Customer will promptly delete and destroy all copies of the Documentation or SDKs in its possession or control, and (c) Customer will pay to Janrain any outstanding Fees that have accrued hereunder prior to the date of termination.
    4. User Data Portability and Deletion Following Termination. If, at least 30 days prior to termination of the SaaS Services, Customer follows the standard support process to request that Janrain make User Data available to Customer for download, Janrain will make any User Data hosted by Janrain for Customer available to Customer for a 30-day period to access and download via a secure mechanism chosen by Janrain as allowed by its platform and methodologies at the time of the request. Following such period or in the absence of such download request, unless the Parties agree otherwise in writing, Janrain will permanently delete the User Data and confirm such deletion in writing upon Customer’s written request.
  8. INSURANCE. Janrain, at its own expense, will maintain at a minimum the following insurance coverage in US dollar amounts throughout the Agreement term: (a) Commercial General Liability Insurance: $2,000,000 per occurrence combined single limit, (b) Commercial Automobile Liability Insurance: $1,000,000 per occurrence combined single limit, (c) Umbrella/Excess Liability Insurance: $3,000,000 per occurrence combined single limit, (d) Worker’s Compensation Insurance: an amount no less than the statutory limit of coverage within the relevant state of employment, and (e) Errors and Omissions Insurance (also known as Professional Liability Insurance): $5,000,000 per occurrence combined single limit.
  9. CONFIDENTIALITY. “Confidential Information” means, with respect to a Party disclosing information (the “Disclosing Party“), information that pertains to such Party’s business, including, without limitation, technical, marketing, financial, pricing and other information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the Party receiving such information (the “Receiving Party“) knew or reasonably should have known under the circumstances, was considered confidential or proprietary by the Disclosing Party, shall be considered the Disclosing Party’s Confidential Information even if not designated or marked as such. User Data shall be considered Customer’s Confidential Information. To protect a Disclosing Party’s Confidential Information, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but no less than reasonable care). The Receiving Party shall use Disclosing Party’s Confidential Information only to exercise rights and perform obligations under this Agreement and shall disclose it only to those employees and contractors of the Receiving Party with a need to know such information and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. The Receiving Party shall not be liable to the Disclosing Party for the release of Confidential Information if such information: (a) was known to the Receiving Party on or before the Agreement Effective Date without restriction as to use or disclosure; (b) is released into the public domain through no fault of the Receiving Party; (c) was independently developed solely by the employees of the Receiving Party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceeding or otherwise required by law, provided that, to the extent legally permissible, the Receiving Party will notify the Disclosing Party promptly of such required disclosure and reasonably assists the Disclosing Party in efforts to limit such required disclosure.
  10. WARRANTIES AND DISCLAIMERS. Each Party warrants that it has the legal power to enter into this Agreement. Janrain warrants that (a) the SaaS Services as provided and when used in accordance with the Documentation, will perform in all material respects as specified in such Documentation during the Subscription Term, (b) Janrain will not introduce any viruses, worms, time bombs, Trojan horses, or other malicious code (collectively referred to as “Viruses”) into Customer’s systems. In the event of any breach of the warranties in subsections (a) and (b) above, Janrain will, as its sole liability and Customer’s sole remedy, diligently remedy any deficiencies that cause the Services to not conform to the foregoing warranty promptly after its receipt of written notice from Customer. Janrain will not be liable to the extent that any breach of the foregoing warranties are caused by one or more of the following (each an “Exclusion“): (1) third-party components not provided by Janrain, including their use in combination with the SaaS Services; (2) unauthorized use or use of the SaaS Services other than in accordance with the Documentation; or (3) Viruses introduced by Customer, its agents, or Users. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WArranties, including ANY warranties of merchantability and fitness for a particular purpose, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  11. INDEMNIFICATION.
    1. Indemnification by Janrain. Janrain shall defend Customer from and against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging (i) that the use of a purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Customer“), or (ii) damages arising from or in connection with a breach by Janrain of applicable law (also a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided Customer (a) promptly gives Janrain written notice of the Claim Against Customer, (b) gives Janrain sole control of the defense and settlement of the Claim Against Customer (except that Janrain may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Janrain all reasonable assistance, at Janrain’s expense. If a SaaS Service or any element comprising it is found or, in Supplier’s reasonable opinion is likely to be found, to infringe upon the copyright, patent or other intellectual property rights of any third party or the continued use of a SaaS Service is enjoined, Janrain will in its discretion and at no cost to Customer (i) modify the Service so that it no longer infringes or misappropriates, without breaching Janrain’s warranties under this Agreement, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Customer’s violation of the law or breach of this Agreement.
    2. Indemnification by Customer. Customer will defend Janrain against any claim, demand, suit or proceeding made or brought against Janrain by a third party alleging that Customer’s use of any Service in breach of this Agreement, violates applicable law (a “Claim Against Janrain“), and will indemnify Janrain from any damages, attorney fees and costs finally awarded against Janrain as a result of, or for any amounts paid by Janrain under a court-approved settlement of, a Claim Against Janrain, provided We (a) promptly give Customer written notice of the Claim Against Janrain, (b) give Customer sole control of the defense and settlement of the Claim Against Janrain (except that Customer may not settle any Claim Against Janrain unless it unconditionally releases Janrain of all liability), and (c) give Customer all reasonable assistance, at Customer’s expense.
    3. Exclusive Remedy. This Section 11 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other party for any type of claim described in this Section 11.
  12. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR ANY LOST REVENUE OR PROFITS WHETHER AN ACTION IS IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE MONTHS PRIOR TO THE DATE ON WHICH SUCH LIABILITY AROSE. THE PRECEDING TWO SENTENCES ARE INAPPLICABLE TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT), THE PARTIES’ RESPECTIVE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
  13. REFERENCE. Following Customer’s commercial deployment of the SaaS Services, Janrain may identify Customer as one of its customers on its website and in its marketing materials and use Customer’s logo in connection therewith consistent with Customer’s usage guidelines.
  14. INJUNCTIVE RELIEF. The Parties acknowledge that each SaaS Service and each Party’s Confidential Information is a unique property, and the unauthorized use thereof will cause the injured Party irreparable harm that may not be adequately compensated by monetary damages. Accordingly, the Parties agree that the injured Party will, in addition to other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Agreement, including to prevent any actual or threatened unauthorized use of each Party’s Confidential Information, the SaaS Services, or any information or data contained therein.
  15. STATISTICAL INFORMATION. Janrain may compile, use, and publicly disclose anonymized, statistical information related to the use and performance of its SaaS Services by its customers (e.g., social log in trends), provided that such information does not include any personally identifiable information, or Customer Confidential Information, or identify Customer or any User.
  16. COMPLETE AGREEMENT. This Agreement incorporates herein by reference each Order Form, SOW, and any schedules, appendices, amendments, or Change Orders thereto. This Agreement constitutes the complete agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, whether oral or written, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless it specifically refers to this Agreement, is in writing, and is signed by the Parties. In the event of any inconsistency between an Order Form and other parts of this Agreement, the terms of the Order Form shall be controlling. The terms on any purchase order or similar Customer document submitted to Janrain will have no effect on this Agreement and are hereby rejected.
  17. MISCELLANEOUS. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third party beneficiaries to this Agreement. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. The terms of this Agreement shall be binding on the Parties, and all successors to the foregoing. Neither Party will assign, transfer or delegate its rights or obligations under this Agreement (in whole or in part) without the other Party’s prior written consent except pursuant to a transfer of all or substantially all of such Party’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. This Agreement will be governed by and interpreted in accordance with the laws of the State of Oregon and controlling United States law without regard to Oregon’s choice of law rules. Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the courts located in Multnomah County, Oregon and the Parties hereby consent to venue and jurisdiction of these courts. The prevailing Party in any lawsuit shall be entitled to recover reasonable attorney’s fees and other costs from the other Party in addition to any other relief to which the prevailing Party may be entitled. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or enforcement of this Agreement. If any provision of this Agreement is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. All notices under this Agreement must be delivered in writing in person, by courier, or by certified or registered mail (postage prepaid and return receipt requested) to the other Party at its address stated at the beginning of this Agreement and to the person designated in the latest Order Form to receive such notice. Notices will be deemed effective upon receipt. Either Party may change the recipient or its address for notices by providing notice to the other Party as specified herein.

APPENDIX A

JANRAIN SERVICE LEVEL AGREEMENT AND TECHNICAL SUPPORT

  1. Service Level Agreement
    1. Availability Commitment

      Janrain will use commercially reasonable efforts to provide SaaS Services with a monthly Availability equal to or greater than 99.95% (“Availability Commitment“). See below for applicable definitions.

    2. Service Credits

      If Janrain fails to meet its Availability Commitment in any calendar month and the total Qualifying Downtime during such month does not exceed four hours, per each hour or part thereof, Customer shall be eligible for a service credit of 5% of the subscription Fee for the unavailable SaaS Service (for the affected instance(s), if Customer has multiple instances running) pro-rated for that month; but if the total Qualifying Downtime during a calendar month exceeds four hours, Customer shall be eligible for a service credit of 50% of such subscription Fee pro-rated for that month. Service Credits will be issued as credits against future subscription Fees or, if no additional subscription Fees are payable when the Agreement terminates, will be provided to Customer in the form of a refund paid within thirty (30) days after the date of termination. To receive a service credit hereunder, Customer must provide written notice to Janrain of its service credit claim within ten (10) business days following the end of the applicable month. All Service Credit claims are subject to verification by Janrain. Service credits are Customer’s sole and exclusive remedy for any failure to meet the Availability Commitment. Service credits are not available for any SaaS Service provided without charge. (Please note that service credits are not available if Customer has ordered Social Login SaaS Service for no more than 100,000 authorized Users.)

    3. Definitions Applicable to this Service Level Agreement
      1. Availability” means the period following deployment when the SaaS Services are not affected by Downtime.
      2. Downtime” means the period when none of Customer’s Users are able to register or log in to Customer Websites. In addition, with regard to a Janrain Extension Service running on Janrain’s infrastructure only, Downtime means the period that such Extension Service is not available for use by Customer for reasons directly attributable to Janrain or its hosting services provider. Downtime begins when detected by Janrain.
      3. Force Majeure Event” means an event beyond the reasonable control of Janrain or its hosting service provider, including, but not limited to programming errors or security deficiencies in Customer’s or third party applications; software bugs or other malfunction within Customer’s applications or operating system, or any patches supplied by a third party vendor; earthquakes and floods and other acts of nature, terrorism, interruption or failure of telecommunication or digital transmission links, denial of service and other hostile network attacks, network congestion; and the failure or unavailability of one or more third-party social networking sites or other sites which are supported by the SaaS Services (e.g., Facebook, Google, etc.).
      4. Qualifying Downtime” means Downtime minus the period of Downtime attributable to a Force Majeure Event or any scheduled maintenance. (Janrain will notify Customer at least 24 hours prior to any scheduled maintenance and will use commercially reasonable efforts to minimize the effect of such maintenance on the SaaS Services.)
  2. CUSTOMER TECHNICAL SUPPORT
    1. Provision of Janrain Technical Support. Technical Support consists of:
      • Incident Response and Resolution as further described below.
      • Access to Janrain’s documentation regarding the installation, function, and operation of the Subscriber Services at the Janrain developers website.
      • SaaS Services upgrade releases.

      Technical Support includes addressing problems or bugs in the SaaS Services in production on authorized Customer sites, all Janrain User Management Platform releases, and basic help understanding specific features.

      Technical Support does not include Customer development issues, debugging code not maintained by Janrain, assistance regarding use of third party components not provided by Janrain, or use of the SaaS Services other than as described in the Documentation.

    2. Customer Obligations: Customer will initiate all support requests by initiating a trouble ticket at https://support.janrain.com/. Customer agrees to provide Janrain with all information and materials requested by Janrain for use in replicating, diagnosing and correcting an error or other problem with the SaaS Services as reported by Customer. Customer acknowledges that Janrain’s ability to provide satisfactory support services is dependent on Janrain having the information necessary to replicate the reported problem with the SaaS Services and real-time access to Customer personnel who are knowledgeable about the problem. (Because load testing is not permitted, Customer should contact Janrain if they believe it is needed. Customer agrees not to run scripts that could endanger the performance of the SaaS Services without Janrain’s prior explicit written permission.)
    3. Response and Resolution. Janrain will use commercially reasonable efforts to meet the target response and resolution times set forth below based on the severity level of the particular issue.
      Severity Level Definition Initial Response* Resolution**
      1 Critical – SaaS Services unavailable to all Users; production incident or data integrity incident affecting all users. Within thirty (30) minutes after notification by Customer. Janrain will work until the issue is resolved or as long as useful progress can be made.
      2 High – Major functionality impacted by persistent incident affecting many Users; significant performance degradation. Within one (1) calendar day of notification by Customer. Janrain will begin work by the next business day to address the incident and work until the issue is resolved or as long as useful progress can be made.
      3 Low – Inquiries about routine technical issues; information requests on application capabilities, navigation or configuration and other general usage questions; issues related to a non-production environment, or feature requests. Within five (5) business days of notification by Customer. Janrain does not guarantee a resolution time for Low severity issues.

* Severity Level 1 coverage includes weekends and holidays and Severity Level 2 target Initial Response time includes weekend and holidays. The preceding sentence does not apply if Customer has ordered Social Login SaaS Service for no more than 50,000 authorized Users, in which event the Initial Response and Resolution times exclude weekends and hours before 8 a.m. Pacific time and after 5 p.m. Pacific time.

** Resolution time objectives begin after Customer has notified Janrain of the incident via the Janrain trouble ticket system and provided to Janrain transaction data and reproducible test case data necessary to determine the nature of the error at issue and to isolate any defect(s).

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