A license activation that is locked to a single specific Computer. Each license is limited to a single concurrent user whether it is accessed physically, or whether it is accessed via remote log-in. Users accessing the Machine-wide, Node-locked license via remote log in are restricted to a single geographic customer site that is named in the Order or specified by the customer in writing. A Machine-wide, Node-locked license can be specific to a single Software application, or a license bundle combining two or more Software applications; such bundled applications are limited to a single simultaneous use by the single concurrent user who is accessing the machine.
A license permitting one or more specifically named individual authorized users to use the relevant licensed Software, where the number of Named-Users who can access the software is set out in the Order. The user (s) will be named in the Order; or will be set forth in an auditable list maintained by the customer during the Term of the license. Named-Users must be named individuals with a valid individual email address. In the case of Byos desktop software, a Named-User is permitted to use the licensed Software on a single computer at a time and on no more than three Computers over the course of the license Term. For both Byos and Byosphere, Named-Users may not be changed more than once per year of the Term unless the named individual(s) cease(s) to be employed by the Customer.
A license to use a copy of the relevant licensed Software, deployed on an identified private cloud instance or an identified on-premise server, where the specific type of server deployment and scope of usage rights (named user, enterprise, etc.) are stated in the Order.
Processing license for a specific Named User for a strict time period that cannot be extended, and cannot be transferred
THIS DOCUMENT CREATES A BINDING CONTRACT (THE “AGREEMENT”) BETWEEN THE ENTITY IDENTIFIED AS “YOU” BELOW (“YOU” OR “CUSTOMER”) AND PROTEIN METRICS, LLC, (“PROTEIN METRICS”). THIS AGREEMENT IS SUBJECT TO THE PROTEIN METRICS TERMS AND CONDITIONS (THE “TERMS”), AND THE TERMS ARE AN INTEGRAL PART OF THIS AGREEMENT AS IF FULLY SET FORTH HEREIN.
THIS AGREEMENT GOVERN YOUR (AS DEFINED BELOW) USE OF CERTAIN PROTEIN METRICSOFFERINGS THAT ARE (AS APPLICABLE) (i) LISTED IN OUR OR OUR DISTRIBUTOR’S QUOTATION TO YOU AND WITH RESPECT TO WHICH YOU HAVE ISSUED A PURCHASE ORDER, OR (ii) SET OUT IN A SCHEDULE TO A BINDING AGREEMENT BETWEEN YOU AND PROTEIN METRICS (OR OUR DISTRIBUTION PARTNER) (AS APPLICABLE, THE “ORDER”). PROTEIN METRICS OFFERINGS MAY INCLUDE, BUT ARE NOT LIMITED TO, OUR PROPRIETARY SOFTWARE PRODUCT(S), SUBSCRIPTION SERVICES OR SPECIFIC MODULES OF THE FOREGOING, ALL AS SET OUT IN THE ORDER. EACH USAGE OF PROTEIN METRICS OFFERINGS REQUIRES YOUR ACCEPTANCE OF THIS AGREEMENT, PRIOR TO YOUR USE OF SUCH OFFERINGS. PROTEIN METRICS OFFERINGS MAY BE LICENSED FOR USE ON AN ENTERPRISE, PER-SEAT, OR OTHER BASIS AS SET OUT IN THE ORDER.
PROTEIN METRICS IS WILLING TO LICENSE THE SOFTWARE OR PROVIDE SUBSCRIPTION SERVICES IDENTIFIED IN THE ORDER TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE PROTEIN METRICS OFFERINGS, AND BY USING THE SUCH OFFERINGS, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO THEM. THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY BE ACCEPTED BY: (1) CLICKING “I ACCEPT” WHEN THEY ARE PRESENTED TO YOU; (2) BY THE PARTIES EXECUTING THIS AGREEMENT OR A SEPARATE DOCUMENT THAT INCORPORATES THESE TERMS AND CONDITIONS; OR (3) BY ACCESSING OR USING ANY OF PART OF PROTEIN METRICS OFFERINGS. IF YOU ARE ACCEPTING ON BEHALF OF ANOTHER PERSON OR ENTITY, THEN YOU REPRESENT AND WARRANTY THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY, YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS, AND YOU AGREE ON BEHALF OF THAT PERSON OR ENTITY TO THIS AGREEMENT.
This Agreement was last updated on July 30, 2024. It is effective between you and us as of the date you accept this Agreement (“Effective Date”).
THIS SUPPORT AND PROFESSIONAL SERVICES AGREEMENT (THIS “SPS AGREEMENT”) DESCRIBES THE SOFTWARE SUPPORT SERVICES PROTEIN METRICS, LLC. (“PROTEIN METRICS” OR “WE”) OFFER TO CUSTOMERS WHO HAVE PAID APPLICABLE SUPPORT FEES, AND THE TERMS AND CONDITIONS ON WHICH WE OFFER THESE SERVICES. THIS SPS AGREEMENT SHOULD BE REVIEWED IN CONJUNCTION WITH THE END USER SOFTWARE LICENSE AGREEMENT (THE “EULA”), WHICH GOVERNS THE ORDER AND YOUR USE OF THE APPLICABLE PROTEIN METRICS, LLC. PROPRIETARY SOFTWARE SUCH AS BYOSPHERE, BYONIC™, PREVIEW™, BYOLOGIC®, BYOMAP™, INTACT MASS™, OR SUPERNOVO™ (THE “SOFTWARE”). FOR THE AVOIDANCE OF DOUBT, THE SOFTWARE INCLUDES ANY UPDATES OR UPGRADES DELIVERED TO YOU UNDER THE TERMS OF THIS AGREEMENT. AS USED IN THIS SPS AGREEMENT, (A) “YOU” OR “YOUR” HAS THE MEANING GIVEN IN THE EULA, (B) “PARTY” MEANS EITHER OF US INDIVIDUALLY AND (C) “PARTIES” MEANS BOTH OF US COLLECTIVELY.
This SPS Agreement was last updated on August 20, 2024.
PROTEIN METRICS IS WILLING TO PROVIDE THE SOFTWARE SUPPORT AND PROFESSIONAL SERVICES HEREUNDER ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS SPS AGREEMENT. PLEASE READ THE SPS AGREEMENT CAREFULLY. YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS SPS AGREEMENT AND AGREE TO THEM, AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS SPS AGREEMENT.
The foregoing limitations will apply, including exclusions, even if the foregoing provision fails of its essential purpose. Some jurisdictions do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you.
Support and Maintenance
1 TRAINING
Unless otherwise specified on a quote, Protein Metrics shall not provide training to Authorised Users and/or the Customer.
2 MAINTENANCE EVENTS
2.1 The Customer acknowledges that maintenance of the hosting equipment, facility, Software or other aspects of the Hosting Services may require interruption of the Hosting Services (Maintenance Events). Protein Metrics shall use reasonable endeavors to provide the Customer with suitable advanced notice of such interruptions but the Customer acknowledges that such notification shall be subject to notice being received by Protein Metrics from its third party hosting providers.
2.2 Protein Metrics may determine, at its sole discretion, that providing appropriate service levels requires additional equipment and/or bandwidth, and acquire such equipment and/or bandwidth without approval from the Customer.
3 MAINTENANCE
3.1 Maintenance includes all regularly scheduled error corrections, software updates and those upgrades limited to improvements to features described in the Software Specification.
3.2 Protein Metrics shall maintain and update the Software. Should the Customer determine that the Software includes a defect, the Customer may at any time file Error reports. During maintenance periods, Protein Metrics may, at its discretion, upgrade versions, install error corrections and apply patches to the hosted systems. Protein Metrics shall use all reasonable endeavors to avoid unscheduled downtime for Software maintenance.
3.3 Protein Metrics shall maintain technical support on the releases of the trailing 12 months of the Software.
4 TECHNICAL SUPPORT SERVICES
4.1 Protein Metrics shall provide the Customer with technical support services. The customer personnel notified by the Customer and agreed between the parties to be Customer Support Representatives (“CSRs”) shall be authorised to contact Protein Metrics for technical support services. Protein Metrics shall provide technical support services only to that specified set of CSRs. Any unauthorized Customer staff contacting the service desk, will receive a response informing them to contact their internal support department at Customer.
4.2 The CSRs will be registered with the Protein Metrics service desk (with their contact information – name, company email address, and role -minimally requirements) which will allow those CSRs to access Protein Metrics technical support. Protein Metrics technical support shall accept voicemail, e-mail (preferred – support@proteinmetrics.com), and web form-based incident submittal from registered CSRs 24 hours a day, seven days a week. Protein Metrics shall use reasonable endeavours to process support requests, issue incident ticket tracking numbers if necessary, determine the root cause of the incident and respond to the Customer.
The Protein Metrics Support team handles the following types of Support Incidents:
Other enquiries will be passed to the Customer’s account manager who shall work with the Customer to decide how best to serve the need. Protein Metrics will maintain a Service Account within the Byosphere instance accessible to Protein Metrics Enterprise Services and Engineering technical support personnel. Any other access to the instance for other support reasons would only be upon approval by the Customer.
4.3 Protein Metrics Support shall respond to all Incidents from CSRs within the time periods specified below, according to Priority, for all hosting-related cases. For support cases associated with Protein Metrics client solutions (Byos for Byosphere client, autoprocessor, data uploader), the support coverage is as-detailed at https://proteinmetrics.com/licensing-and-agreements/#support-agreement. When an Incident is logged, Protein Metrics Support may reassign the Priority should the Incident not meet the specified criteria, or if it is deemed to be of a higher Priority than logged, using the following definitions:
Priority |
Description |
Response time |
Target resolution time(“Normal Business Hours” indicate 08.30 – 17.30 local time based on location of requesting CSR) |
Priority 1 |
Production System is “down” and inaccessible or degraded to the point where work cannot reasonably continue. No known workaround exists. |
Within two Normal Business Hours. |
Four Normal Business Hours. Continuous effort after initial response and with Customer co-operation. |
Priority 2 |
Production system performance is degraded, but operational; Incident affects essential functions, and no known Workaround exists; or Incident is blocking critical systems tests or deliverables; or major components of the Supported Software are not operational. |
Within four Normal Business Hours. |
Within two Business Days after initial response. |
Priority 3 |
Certain non-essential features of the Service are impaired while most major components of the Service remain functional. |
Within 1 Business Day. |
Considered for next release of Software. |
Priority 4 |
Incidents that are, non-disabling or cosmetic and clearly have little or no impact on the normal operation of the Services, or for which an acceptable workaround exists. |
Within 2 Business Days. |
Considered for next release of Software. |
4.4 If no progress has been made on a Priority 1 or Priority 2 incident within the Target Resolution Time, the incident shall be escalated to the Director of Protein Metrics Enterprise Services. If the incident is not resolved, then after each successive increment of the Target Resolution Time (for example four Business Hours for a Priority 1 incident, two Business Days for a Priority 2 incident), the incident shall be escalated to the VP of Sales and Services, followed by the President.
4.5 Protein Metrics shall provide monitoring of its Hosting Services 24 hours a day seven days a week. Protein Metrics shall directly notify the CSRs of Maintenance Events in accordance with clause 2.1 above.
4.6 The Customer shall provide front-line support to Authorised Users who are not the designated CSRs. However, the Customer’s designated CSRs may contact Protein Metrics technical support to report problems from Authorised Users that the Customer’s designated CSRs cannot resolve themselves after they have performed a reasonable level of diagnosis.
4.7 The Customer shall also provide support for data integration tools and processes developed or maintained by the Customer to connect the Software to the Customer’s other software and databases.
4.8 Before Protein Metrics or the Customer makes changes to integration interfaces between the Software and the Customer’s internal data stores or systems, Protein Metrics or the Customer shall provide notice to the other to ensure the continued operation of any integration interfaces affected by such changes. Protein Metrics shall provide the CSRs, or the Customer shall provide the Protein Metrics Support agents, with at least 60 days’ advance notice of such changes. Such notice shall include at least the new interface specifications and a technical contact to answer questions on these changes. Protein Metrics or the Customer (as applicable) shall also provide up to 15 days of integration testing availability to ensure smooth transition from the previous interfaces to the new interfaces and the Customer shall pay for all such services relating to integration testing carried out by Protein Metrics at Protein Metrics’ then current daily fee rates.
1 Definitions
1.1 “Service Credit Claim” a claim for a service credit in accordance with this SLA Terms.
1.2 “Service Year” is the preceding 365 days from the date of a Service Credit Claim by the Customer.
1.3 “Annual Uptime Percentage” is calculated by subtracting from 100% the percentage of 5 minute periods during the Service Year in which the Software was in the state of “Unavailable. If the Customer has been using the Software for less than 365 days, the Service Year is still the preceding 365 days but any days prior to the Customer’s use of the Software will be deemed to have had 100% availability. Any downtime occurring prior to a successful Service Credit Claim shall not be used for future claims. Annual Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Exclusion (defined below).
1.4 “Unavailable” means that the Software has no external connectivity during a five-minute period or that there is an unresolved Priority 1 incident that has been escalated to the VP Sales and Services as described in the SaaS Support and Maintenance Guide.
1.5 The “Eligible Credit Period” refers to the annual billing cycle in which the most recent Region Unavailable event included in the Service Credit Claim occurred.
1.6 A “Service Credit” is a credit, calculated as set forth below, that Protein Metrics may credit back to the Customer.
2 Service AVAILABILITY, Commitments and Service Credits
2.1 Protein Metrics shall use commercially reasonable endeavours to provide at least a 99.95% Annual Uptime Percentage.
2.2 If the Annual Uptime Percentage drops below 99.95% for the Service Year, the Customer is eligible to receive a Service Credit equal to 10% of their Hosting Fees only owed for the Eligible Credit Period.
2.3 Protein Metrics shall apply any Service Credits only against future Hosting Fees otherwise due from the Customer. Service Credits shall not entitle the Customer to any refund or other payment from Protein Metrics. Service Credits may not be transferred or applied in any other way or to any other party. The Customer’s sole and exclusive remedy for any unavailability or non-performance of the Software or other failure by Protein Metrics to provide the Software is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA Terms.
3 Credit Request and Payment Procedures
To receive a Service Credit, the Customer must submit a request by notifying Protein Metrics in writing. To be eligible, the request must (i) include the dates and times of each incident of Unavailability that the Customer claims to have experienced; (ii) include the Customer’s server request logs that document the errors and corroborate the claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks); and (iii) be received by Protein Metrics within fifteen (15) business days of the last reported incident in the request. If the Annual Uptime Percentage of such request is confirmed by Protein Metrics and is less than 99.95% for the Service Year, then Protein Metrics will issue the Service Credit to the Customer within a reasonable period of time. The Customer’s failure to provide a request and other information as required above will disqualify the Customer from receiving a Service Credit.
4 Exclusions
4.1 The Customer acknowledges that maintenance of the hosting equipment, facility, Software or other aspects of the Hosting Services may require interruption of the Hosting Services (Maintenance Events). Therefore availability calculations exclude unavailability, suspension or termination of the Software, or any other Software performance issues: (i) that result from Maintenance Events notified to the Customer; (ii) caused by factors outside of Protein Metrics’ reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the Software; (iii) that result from any actions or inactions of the Customer or any third party; (iv) that result from the Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Protein Metrics’ direct control); or (v) arising from Protein Metrics’ suspension and termination of the Customer’s right to use the Software in accordance with this Agreement (collectively, the “Exclusions“). If availability is impacted by factors other than those explicitly listed in this Agreement, Protein Metrics may issue a Service Credit considering such factors in Protein Metrics’ sole discretion.
4.2 The Customer acknowledges and agrees that the terms of this SLA Terms relating to Service Credits constitute a genuine pre-estimate of the loss or damage that the Customer would suffer as a result of Protein Metrics’ service delivery failure and are not intended to operate as a penalty for Protein Metrics’ non-performance.