Tarmin Service Terms

Updated September 10, 2020

The Service Terms below govern the Customer’s use of the Services. Capitalized terms used in these Service Terms but not defined below are defined in the Tarmin Master Services Agreement or other agreement with Tarmin governing the Customer’s use of the Services (the “Agreement”). For purposes of these Service Terms, “the Customer’s Content” includes any “Company Content” and any “Customer Content,” and “Tarmin Content” includes “Tarmin Properties.”

1.0 Service Terms

1.1. The Customer may not transfer outside the Services any software (including related documentation) the Customer obtains from Tarmin or third-party licensors in connection with the Services without specific authorization to do so.

1.2. The Customer must comply with current technical documentation applicable to the Services (including applicable developer guides) posted on the Tarmin Site.

1.3. The Customer will provide information or other materials related to the Customer’s Content (including copies of any client-side applications) as reasonably requested by Tarmin to verify the Customers compliance with the Agreement. The Customer will reasonably cooperate with Tarmin to identify the source of any problem with the Services that Tarmin reasonably believes may be attributable to the Customer’s Content or any end user materials that the Customer controls.

1.4. In connection with the Customer’s use of the Services, the Customer is responsible for maintaining licenses and adhering to the license terms of any software the Customer runs. If Tarmin reasonably believes any of the Customer’s Content violates the law, infringes or misappropriates the rights of any third party, or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, or the Acceptable Use Policy) (“Prohibited Content”), Tarmin will notify the Customer of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If the Customer does not remove or disable access to the Prohibited Content within 2 business days of Tarmin’s notice, Tarmin may remove or disable access to the Prohibited Content or suspend the Services to the extent Tarmin is not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, Tarmin may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services or in accordance with applicable law or any judicial, regulatory or other governmental order or request. In the event that Tarmin removes the Customer’s Content without prior notice, Tarmin will provide prompt notice to the Customer unless prohibited by law. Tarmin terminates the accounts of repeat infringers in appropriate circumstances.

1.5. The Customer will ensure that all information they provide to Tarmin via the Tarmin Site (e.g., information provided in connection with the Customer’s registration for the Services, requests for increased usage limits) is accurate, complete, and not misleading.

1.6. From time to time, Tarmin may apply upgrades, patches, bug fixes, or other maintenance to the Services and Tarmin Content (“Maintenance”). Tarmin agrees to use reasonable efforts to provide the Customer with prior notice of any scheduled Maintenance (except for emergency Maintenance), and the Customer agrees to use reasonable efforts to comply with any Maintenance requirements that Tarmin notifies the Customer about.

1.7. If the Customer’s Agreement does not include a provision on Tarmin Confidential Information, and the Customer and Tarmin do not have an effective non-disclosure agreement in place, then the Customer agrees to not disclose Tarmin Confidential Information (as defined in the Agreement), except as required by law.

1.8. The Customer may perform benchmarks or comparative tests or evaluations (each, a “Benchmark”) of the Services. If the Customer performs, discloses, directs or permits any third party to perform or disclose, any Benchmark of any of the Services, the Customer (i) will include in any disclosure, and will disclose to Tarmin, all information necessary to replicate such Benchmark, and (ii) agree that Tarmin may perform and disclose the results of Benchmarks of the Customer’s products or services, irrespective of any restrictions on Benchmarks in the terms governing the Customer’s products or services.

1.9. Only the applicable Tarmin Contracting Party (as defined in the Agreement) will have obligations with respect to each Tarmin account. Invoices for each account will reflect the Tarmin Contracting Party that is responsible for that account during the applicable billing period.

If, as of the time of a change of the Tarmin Contracting Party responsible for the Customer’s account, the Customer has made an up-front payment for any Services under such account, then the Tarmin Contracting Party the customer paid such up-front payment to may remain the Tarmin Contracting Party for the applicable account only with respect to the Services related to such up-front payment.

1.10. When the Customer uses a Service, the Customer may be able to use or be required to use one or more other Services (each, an “Associated Service”), and when the Customer uses an Associated Service, the Customer is subject to the terms and fees that apply to that Associated Service.

1.11. If the Customer processes the personal data of End Users or other identifiable individuals in the Customer’s use of a Service, the Customer is responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. The Customer represents to Tarmin that they have provided all necessary privacy notices and obtained all necessary consents. The Customer is responsible for processing such data in accordance with applicable law.

1.12. If the Customer has been charged for a Service for a period when that Service was unavailable (as defined in the applicable Service Level Agreement for each Service), the Customer may request a Service credit equal to any charged amounts for such period.

1.13. If the Customer is subject to the French Politique générale de sécurité des systems d’information de santé (PGSSI-S), the Customer agrees that their use of the Services complies with the PGSSI-S.

1.14. Data Protection.

1.14.1 Tarmin and The Customer acknowledge that European Data Protection Law will apply to the processing of Customer personal data if, for example (a.) the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or (b.) the Customer Personal Data is personal data relating to the data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behavior in the EEA or the UK.

1.14.2 Application of Non-European Law, Tarmin and The Customer acknowledge that Non-European Data Protection Law may also apply to the processing of Customer Personal Data.

1.14.3 Application of Terms. Except to the extent of these Terms state otherwise, these Terms will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Customer Data.

1.14.4 These Service Terms supplement the Agreement with the terms in this Section 1.14.4 (“CCPA Terms”) when the California Consumer Privacy Act of 2018 (“CCPA”) applies to the Customer’s use of the Services to process “personal information” (as defined in CCPA) that is uploaded to the Services under the Customer’s Tarmin accounts (“Personal Information”). Tarmin agrees and certifies that Tarmin will not: (a) retain, use, or disclose Personal Information except as permitted in the Agreement and under CCPA; or (b) sell Personal Information. These CCPA Terms do not limit or reduce any other data privacy commitments Tarmin makes to the Customer in the Agreement.

1.15. Following closure of the Customer’s Tarmin account, Tarmin will delete the Customer’s Content in accordance with the Documentation.

1.16. Payment Currency

1.16.1 Tarmin may provide a Service that enables payment in certain currencies (“Payment Currency”) other than United States dollars when the Customer purchases certain Services from Tarmin (the “Currency Service”). When the Customer purchases Services in certain countries outside of the United States, Tarmin may require the Customer, because of currency controls or other factors, to use the Currency Service. When using the Currency Service, the Customer is not tendering payment in one currency and receiving from Tarmin another currency.

1.16.2 When the Customer uses the Currency Service, Service fees and charges will automatically be invoiced in the Payment Currency. The Customer must pay invoices in the currency specified on each invoice, but, for credit card or debit card purchases, the Customer may only make payments in currencies supported by the issuer of the card. If the issuer of the credit card or debit card does not support the required Payment Currency, the Customer must use a different payment method that does support paying in the Payment Currency.

1.16.3 Tarmin fees and charges for the Customer’s use of the Currency Service, if any, are included in the exchange rate applied to the Customer’s invoice (the “Applicable Exchange Rate”). Third-parties, such as the Customer’s bank, credit card issuer, debit card issuer, or card network, may charge additional fees. The Applicable Exchange Rate is determined at the time the Customer’s invoice is generated and, for invoices covering usage of Services over a period of time, will apply to all usage and Service charges listed on that invoice.

1.16.4 All refunds processed against an invoice will be provided in the currency in which the invoice was generated and reflected as a credit memo or a payment in the Customer’s Payment Currency.

1.16.5 The Customer agrees that by using the Currency Service, information related to payment, including name and address, may be used by Tarmin’s banking partners to process payments in jurisdictions other than the United States.