Terms of Service (TOS)

Introduction

Beginning July 1, 2017 these Terms of Service (TOS) cover all Services which are distributed over the Syntaro platform. The TOS contains terms that apply to Customer’s use of Online Services. Separate terms, including different privacy and security terms, govern Customer’s use of Non-baseVISION Products (as defined below), as well as other products and services from baseVISION.

Most Online Services are covered by a Service Level Agreement (SLA). For more information regarding the Online Services SLAs, please refer to https://www.syntaro.com/legal. Also take a look on the General Terms and Condition, which are the foundation for these terms.

General Terms

Customer may use the Online Services and related software as expressly permitted in product description. baseVISION AG reserves all other rights. Customer must acquire and assign the appropriate subscription licenses required for its use of each Online Service. Each user/device that accesses the Online Service must be assigned a User SL or access the Online Service only through a device that has been assigned a Device SL. Customer has no right to use an Online Service after the SL for that Online Service ends.

Definitions

“Customer Data” means all data, including all text, sound, video, or image files, and software, that are provided to baseVISION AG by, or on behalf of, Customer through use of the Online Service.

“External User” means a user of an Online Service that is not an employee, onsite contractor, or onsite agent of Customer or its Affiliates.

“Instance” means an image of software that is created by executing the software’s setup or install procedure or by duplicating such an image.

“Licensed Device” means the single physical hardware system to which a license is assigned. For purposes of this definition, a hardware partition or blade is considered to be a separate device.

“Non-baseVISION AG Product” means any third-party-branded software, data, service, website or product, unless incorporated by baseVISION in an Online Service.

“Online Service” means a baseVISION-hosted service to which Customer subscribes under a baseVISION licensing agreement. It does not include software and services provided under separate license terms (such as purchased from Syntaro Marketplace).

“SL” means subscription license.

Terms of Service Updates

When Customer renews or purchases a new subscription to an Online Service, the then-current TOS will apply and will not change during Customer’s subscription for that Online Service. When baseVISION introduces features, supplements or related software that are new (i.e., that were not previously included with the subscription), baseVISION may provide terms or make updates to the TOS that apply to Customer’s use of those new features, supplements or related software.

 

Online Services Changes and Availability

baseVISION AG may make commercially reasonable changes to each Online Service from time to time. baseVISION AG may terminate an Online Service in any country where baseVISION AG is subject to a government regulation, obligation or other requirement that is not generally applicable to businesses operating there. Availability, functionality, and language versions for each Online Service may vary by country. For information on availability, Customer may refer to https://www.syntaro.com/legal.

Data Retention

At all times during the term of Customer’s subscription, Customer will have the ability to access and extract Customer Data stored in each Online Service. Except for free trials, baseVISION AG will retain Customer Data stored in the Online Service in a limited function account for 30 days after expiration or termination of Customer’s subscription so that Customer may extract the data. After the 30-day retention period ends, baseVISION AG will disable Customer’s account and delete the Customer Data.

The Online Service may not support retention or extraction of software provided by Customer. baseVISION AG has no liability for the deletion of Customer Data as described in this section.

Use of Software with the Online Service

Customer may need to install certain baseVISION AG software in order to use the Online Service. If so, the following terms apply:

baseVISION AG Software License Terms

Customer may install and use the software only for use with the Online Service. The Service-specific Terms may limit the number of copies of the software Customer may use or the number of devices on which Customer may use it. Customer’s right to use the software begins when the Online Service is activated and ends when Customer’s right to use the Online Service ends. Customer must uninstall the software when Customer’s right to use it ends. baseVISION AG may disable it at that time.

Validation, Automatic Updates, and Collection for Software

baseVISION AG may automatically check the version of any of its software. Devices on which the software is installed may periodically provide information to enable baseVISION AG to verify that the software is properly licensed. This information includes the software version, the end user’s user account, product ID information, a machine ID, and the internet protocol address of the device. If the software is not properly licensed, its functionality will be affected. Customer may only obtain updates or upgrades for the software from baseVISION AG or authorized sources. By using the software, Customer consents to the transmission of the information described in this section. baseVISION AG may recommend or download to Customer’s devices updates or supplements to this software, with or without notice. Some Online Services may require, or may be enhanced by, the installation of local software (e.g., agents, device management applications) (“Apps”). The Apps may collect data about the use and performance of the Apps, which may be transmitted to baseVISION AG and used for the purposes described in this TOS for Customer Data.

Third-party Software Components

The software may contain third party software components. Unless otherwise disclosed in that software, baseVISION AG, not the third party, licenses these components to Customer under baseVISION AG’s license terms and notices.

Non-baseVISION AG Products

baseVISION AG may make Non-baseVISION AG Products available to Customer baseVISION AG online store (such as the Syntaro Marketplace). If Customer installs or uses any Non-baseVISION AG Product with an Online Service, Customer may not do so in any way that would subject baseVISION AG’s intellectual property or technology to obligations beyond those expressly included in Customer’s licensing agreement. For Customer’s convenience, baseVISION AG may include charges for certain Non-baseVISION AG Product as part of Customer’s bill for Online Services. baseVISION AG, however, assumes no responsibility or liability whatsoever for any Non-baseVISION AG Product. Customer is solely responsible for any Non-baseVISION AG Product that it installs or uses with an Online Service or acquires or manages through a baseVISION AG online store. Customer’s use of any Non-baseVISION AG Product shall be governed by the license, service, and/or privacy terms between Customer and the publisher of the Non-baseVISION AG Product (if any).

Acceptable Use Policy

Neither Customer, nor those that access an Online Service through Customer, may use an Online Service:

  • in a way prohibited by law, regulation, governmental order or decree;
  • to violate the rights of others;
  • to try to gain unauthorized access to or disrupt any service, device, data, account or network;
  • to spam or distribute malware;
  • in a way that could harm the Online Service or impair anyone else’s use of it; or
  • in any application or situation where failure of the Online Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage.

Violation of the terms in this section may result in suspension of the Online Service. baseVISION AG will suspend the Online Service only to the extent reasonably necessary. Unless baseVISION AG believes an immediate suspension is required, baseVISION AG will provide reasonable notice before suspending an Online Service.

Technical Limitations

Customer must comply with, and may not work around, any technical limitations in an Online Service that only allow Customer to use it in certain ways. Customer may not download or otherwise remove copies of software or source code from an Online Service except as explicitly authorized.

Compliance with Laws

baseVISION AG will comply with all laws and regulations applicable to its provision of the Online Services, including security breach notification law. However, baseVISION AG is not responsible for compliance with any laws or regulations applicable to Customer or Customer’s industry that are not generally applicable to information technology service providers. baseVISION AG does not determine whether Customer Data includes information subject to any specific law or regulation. All Security Incidents are subject to the Security Incident Notification terms below.

Customer must comply with all laws and regulations applicable to its use of Online Services, including laws related to privacy, biometric data, data protection and confidentiality of communications. Customer is responsible for implementing and maintaining privacy protections and security measures for components that Customer provides or controls (such as Syntaro Application Management), and for determining whether the Online Services are appropriate for storage and processing of information subject to any specific law or regulation. Customer is responsible for responding to any request from a third party regarding Customer’s use of an Online Service, such as a request to take down content under the U.S. Digital Millennium Copyright Act or other applicable laws.

Import/Export Services

Customer’s use of any Import/Export Service is conditioned upon its compliance with all instructions provided by baseVISION AG regarding the preparation, treatment and shipment of physical media containing its data (“storage media”). Customer is solely responsible for ensuring the storage media and data are provided in compliance with all laws and regulations. baseVISION AG has no duty with respect to the storage media and no liability for lost, damaged or destroyed storage media. All storage media shipped to baseVISION AG must be shipped DAP baseVISION AG DCS Data Center (INCOTERMS 2010). Storage media shipped to Customer will be shipped DAP Customer Dock (INCOTERMS 2010).

Electronic Notices

baseVISION AG may provide Customer with information and notices about Online Services electronically, including via email, through the portal for the Online Service, or through a web site that baseVISION AG identifies. Notice is given as of the date it is made available by baseVISION AG.

License Reassignment

Most, but not all, SLs may be reassigned. Except as permitted in this paragraph or in the Service-specific Terms, Customer may not reassign an SL on a short-term basis (i.e., within 90 days of the last assignment). Customer may reassign an SL on a short-term basis to cover a user’s absence or the unavailability of a device that is out of service. Reassignment of an SL for any other purpose must be permanent. When Customer reassigns an SL from one device or user to another, Customer must block access and remove any related software from the former device or from the former user’s device.

Font Components

While Customer uses an Online Service, Customer may use the fonts installed by that Online Service to display and print content. Customer may only embed fonts in content as permitted by the embedding restrictions in the fonts and temporarily download them to a printer or other output device to print content.

Competitive Benchmarking

If Customer offers a service competitive to an Online Service, by using the Online Service, Customer agrees to waive any restrictions on competitive use and benchmark testing in the terms governing its competitive service. If Customer does not intend to waive such restrictions in its terms of use, Customer is not allowed to use the Online Service.

Multiplexing

Hardware or software that Customer uses to pool connections; reroute information; reduce the number of devices or users that directly access or use the Online Service (or related software); or reduce the number of OSEs, devices or users the Online Service directly manages (sometimes referred to as “multiplexing” or “pooling”) does not reduce the number of licenses of any type (including SLs) that Customer needs.

Support

Online Services do not include support. Support hours can be bought by contacting baseVISION AG https://www.basevision.ch/en/#contact.

Privacy and Security Terms

Scope

The terms in this section apply to all baseVISION Online Services.

Use of Customer Data

Customer Data will be used only to provide Customer the Online Services including purposes compatible with providing those services. baseVISION AG will not use Customer Data or derive information from it for any advertising or similar commercial purposes. As between the parties, Customer retains all right, title and interest in and to Customer Data. baseVISION AG acquires no rights in Customer Data, other than the rights Customer grants to baseVISION AG to provide the Online Services to Customer. This paragraph does not affect baseVISION AG’s rights in software or services baseVISION AG licenses to Customer.

Disclosure of Customer Data

baseVISION AG will not disclose Customer Data outside of baseVISION AG or its controlled subsidiaries and affiliates except (1) as Customer directs, (2) as described in the TOS, or (3) as required by law.

baseVISION AG will not disclose Customer Data to law enforcement unless required by law. If law enforcement contacts baseVISION AG with a demand for Customer Data, baseVISION AG will attempt to redirect the law enforcement agency to request that data directly from Customer. If compelled to disclose Customer Data to law enforcement, baseVISION AG will promptly notify Customer and provide a copy of the demand unless legally prohibited from doing so.

Upon receipt of any other third-party request for Customer Data, baseVISION AG will promptly notify Customer unless prohibited by law. baseVISION AG will reject the request unless required by law to comply. If the request is valid, baseVISION AG will attempt to redirect the third party to request the data directly from Customer.

baseVISION AG will not provide any third party: (a) direct, indirect, blanket or unfettered access to Customer Data; (b) platform encryption keys used to secure Customer Data or the ability to break such encryption; or (c) access to Customer Data if baseVISION AG is aware that the data is to be used for purposes other than those stated in the third party’s request.

In support of the above, baseVISION AG may provide Customer’s basic contact information to the third party. All baseVISION Online Services are hosted on the Microsoft Azure Platform, so their TOS will be in place for the backend Services.

Location of Customer Data at Rest

baseVISION AG will store Customer Data at rest within certain major geographic areas (each, a Geo) as follows:

  • Syntaro Marketplace and Portal: Microsoft Azure Datacenter Europe
  • Syntaro Application Management: Microsoft Azure Datacenter Europe

baseVISION AG does not control or limit the regions from which Customer or Customer’s end users may access or move Customer Data.

Privacy

  • Customer Data Deletion or Return. No more than 30 days after expiration or termination of Customer’s use of an Online Service, baseVISION AG will disable the account and delete Customer Data from the account.
  • baseVISION AG Personnel. baseVISION AG personnel will not process Customer Data without authorization from Customer. baseVISION AG personnel are obligated to maintain the security and secrecy of any Customer Data as provided in this agreement and this obligation continues even after their engagements end.
  • Subcontractor Transfer. baseVISION AG may hire subcontractors to provide certain limited or ancillary services on its behalf. Any subcontractors to whom baseVISION AG transfers Customer Data, even those used for storage purposes, will have entered into written agreements with baseVISION AG that are no less protective than this agreement. Customer has previously consented to baseVISION AG’s transfer of Customer Data to subcontractors as described in this agreement. If Customer does not approve a new subcontractor, then Customer may terminate the affected Online Service without penalty by providing, before the end of the notice period, written notice of termination that includes an explanation of the grounds for non-approval. If the affected Online Service is part of a suite (or similar single purchase of services), then any termination will apply to the entire suite. After termination, baseVISION AG will remove payment obligations for the terminated Online Services from subsequent Customer invoices.

Security

baseVISION AG is committed to helping protect the security of Customer’s information. baseVISION AG has implemented and will maintain and follow appropriate technical and organizational measures intended to protect Customer Data against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction.

Security Incident Notification

If baseVISION AG becomes aware of any unlawful access to any Customer Data stored on baseVISION AG’s equipment or in baseVISION AG’s facilities, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of Customer Data (each a “Security Incident”), baseVISION AG will promptly (1) notify Customer of the Security Incident; (2) investigate the Security Incident and provide Customer with detailed information about the Security Incident; and (3) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.

Notification(s) of Security Incidents will be delivered to one or more of Customer’s administrators by any means baseVISION AG selects, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain accurate contact information on each applicable Online Services portal. baseVISION AG’s obligation to report or respond to a Security Incident under this section is not an acknowledgement by baseVISION AG of any fault or liability with respect to the Security Incident.

Customer must notify baseVISION AG promptly about any possible misuse of its accounts or authentication credentials or any security incident related to an Online Service.

Location of Data Processing

Except as described elsewhere in the TOS, Customer Data that baseVISION AG processes on Customer’s behalf may be transferred to, and stored and processed in Switzerland or any other country in which baseVISION AG or its affiliates or subcontractors (Microsoft Azure) maintain facilities. Customer appoints baseVISION AG to perform any such transfer of Customer Data to any such country and to store and process Customer Data in order to provide the Online Services. baseVISION AG 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.

Use of Subcontractors

baseVISION AG may hire subcontractors to provide services on its behalf. Any such subcontractors will be permitted to obtain Customer Data only to deliver the services baseVISION AG has retained them to provide and will be prohibited from using Customer Data for any other purpose. baseVISION AG remains responsible for its subcontractors’ compliance with baseVISION AG’s obligations in the TOS. Customer has previously consented to baseVISION AG’s transfer of Customer Data to subcontractors as described in the TOS.

How to Contact baseVISION AG

If Customer believes that baseVISION AG is not adhering to its privacy or security commitments, Customer may contact customer support or use baseVISION AG’s contact web form, located at http://www.syntaro.com/contact/. baseVISION AG’s mailing address is:

baseVISION AG
Industriestrasse 14
Postfach
4658 Däniken
Switzerland

Payment

All fees are exclusive of all taxes or duties imposed by governing authorities. You are solely responsible for payment of all such taxes or duties. An exception to this is Switzerland. If the Customer is located in Switzerland the Swiss tax is applied on the invoice.

Monthly and Annual Plan: Payment in advance is required to continue using the Services on an annual or monthly basis. The Services are billed in advance on a yearly or monthly basis. If the payment was not transmitted before the renewal date, the subscriptions will not be renewed and therefore the access to the services are denied. baseVISION AG is not liable for the impact of the service expiration and the resulted issues. Refunds for unused SL’s are not permitted.

We reserve the right to change service fees upon thirty (30) days’ notice. Such notice may be provided at any time by posting the changes to Syntaro Marketplace or by email.

Cancellation and Termination

You are solely responsible for the proper cancellation of your SL’s. You may cancel your account or a subscription prior than 90 days before renewal by going to Edit Tenant Settings and Deleting the Account or cancel the subscription in the marketplace. An email or phone request to cancel your account is not considered cancellation. You will not get a refund of your already purchased products. There is no cancellation fee.

In the event of cancellation or termination your account will be immediately disabled. The Data will be retained as explained in the Data Retention Section.

We also reserve the right, but do not have any obligation, to refuse service to anyone and close your tenant without notice for any or no reason at all.