1.1 DESCRIPTION OF THE SERVICE/S MADE AVAILABLE BY INNOVE

Chrome Management Console

The web-based Chrome Management Console is a centralized tool to deploy and control users, devices and apps across a fleet of Chromebooks.

The Chrome Management console provides 120+ policies that can be applied to a fleet of devices and lets administrators control who can use them, what your users can do on them and what the user experience will be as users are interacting with the devices. Customer shall submit the Initial Data Requirement (IDR), whereby INNOVE and the Third Party Vendor evaluate the said data. Once validated INNOVE and Parties agree on the rules and service levels during the scoping and documentation (Scoping).

Chromebooks

The Chromebook is a new, faster computer. It starts in seconds, and offers thousands of apps. It has built-in virus protection, and backs up your stuff in the cloud.

1.1.1. Subscription to the Chrome Management Console + Chromebook requires Customer’s adherence to two contracts:

• Acceptance of the terms and conditions between Customer and Google (Third Party Terms) (Annex 2) and attached thereto is the scope of work which is a condition precedent to the signing of this Agreement. A copy of which will be provided to Customer for signature. Third Party Terms contract shall cover service level agreements (SLA). It shall be noted that the duration of the contract shall be for the entire contract Term as provided in ____
• Acceptance of the Terms and conditions between Customer and INNOVE, herein referred to as this Agreement. This Agreement shall cover commercial agreements on pricing (Fees to Innove, Appendix 1 of Annex 1), making available the Chrome Management Console + Chromebook Solution, (Scope of Work, Appendix 2 of Annex 1) and billing.

1.1.2. Documents Forming Part of this Agreement and Order of Precedence:

This Agreement including the following Annexes and appendices

Annex 1 - Terms and Conditions between INNOVE and Customer

Appendix 1 - Fees to INNOVE

Appendix 2 - Scope of Work

Annex 2 - Service Terms and Conditions between Customer/Client and Google

Appendix 1 - Terms of Service and Acceptable Use Policy

Annex 3 - After-sales Support shall constitute the entire agreement (“Agreement”) of the parties and shall govern their relationship.

Customer acknowledges that they have read and understood this Agreement and they shall faithfully and strictly comply with its terms and conditions.

In the event of any conflict or inconsistency (a) between the Terms and Conditions of this Agreement and the Annexes, the Terms and Conditions shall prevail, (b) between the Terms and Conditions and the Price Payment terms, the Terms and Conditions shall prevail, (c) between this Agreement and the Supplemental Agreement, if any, the latter shall prevail; (d) between and among the Annexes of this Agreement, the order of priority shall be in accordance with the sequence provided in 1.1.2 of this Agreement.

1.1.3. Definition of Terms

Annual Term

Extended Term

Deployment Services

Effectivity Date – This agreement shall be in effect upon signing of the parties. Customer understands that upon signing of the contract, Innove will commence ordering the console and hardware (Chromebook or CFM device) and thus bound by the subscription form/purchase document (Annex ___) contemplated in this agreement. (Provide purchase document to be signed by the customer – specs, quantity, delivery date, amount)

INNOVE shall process Customer’s application for Service only if the following are provided:

• Signed copy of the Subscription Form
• All required credit documentation
• Such other documents as may be required by INNOVE

Approval of applications shall be at INNOVE’s sole discretion. INNOVE reserves the right to approve or disapprove any application for Service. INNOVE shall not be required to give any reason for disapproving any application. Customer acknowledges that it/he/she has no cause of action for the disapproval of his application.

1.2.1. Upon signing the application form, the Customer understands that the solution has been subjected to scoping based on the customer’s submitted requirements.

1.2.2. Initial configuration shall commence upon activation of the required licenses to enable the customer’s admin to effect the provisioning of access to customer.

1.2.3. Should customer opt to avail of Innove’s Deployment Services, configuration and set-up will be provided by Innove subject to payment of the deployment fee (one-time charge) provided in Annex ___. Upon signing of the Project Acceptance Form, billing to Customer of the Service Fees (define the components of the service fee) (in Annex____-1) per month for the Term. Should the deployment be successful but customer refuses to sign the Project Acceptance Form, customer is deemed to have accepted the solution and billing shall ensue upon successful access of their admin.

1.2.4. Should customer opt NOT to avail of Innove’s Deployment Services where set-up and configuration is performed by the customers, Innove shall commence to bill customer reckoned from delivery of devices and provisioning of CMC licenses.

1.2.5. In addition to the Service Fees, the Customer shall likewise be liable for the pre-termination charge should the Customer pre-terminate from either (a) signing of Project Acceptance Form; or (b) delivery of devices and provisioning of CMC licenses until anytime prior to end of term.

1.2 OBLIGATIONS OF THE PARTIES

1.2.1 Obligations of INNOVE

• Based on Customer defined requirements which shall be provided to INNOVE by the Customer within the agreed timelines, INNOVE shall make available the Chrome Management Console + Chromebook in accordance with Clause 1.1 (Description of Services Made Available by INNOVE), provided that the Customer submit its requirements and INNOVE shall perform its scope in accordance with the latter’s SOW (Annex 2 Appendix 1);
• Shall make available the applicable device model including access rights to the management application for the duration of the term of the contract subject to the conditions for the relevant Term (either for One (1) year or Extended Term)
• Performs functions relating to documentation and facilitation of processes to be performed Innove including the following:
  1. Require the Customer to submit necessary data and/or document to Third Party Vendor, such as domain name and other related details;
  2. Process the application of the Customer;
  3. Mandate Customer to signify consent to the Google terms and conditions “Third Party Terms” to enable the Customer to be provided and/or access the Service;
  4. Obtain the Customer’s consent to provide its contact details to Google to enable Customer to establish contact with Google and vice versa;
• Performs billing and collection functions
  

  1.2.2 Obligations of Customer

  • Customer shall define its requirements to enable it to use the Service, which will be documented in a Scoping document ;
  • Customer shall signify acceptance to a successful implementation based on the Scope of Work within the agreed timeline. However, if there is absence of acceptance, but the phase proceeds to Go-Live, Customer shall pay the One-Time Charge as stated in clause 1.2.3, and regular billing will ensue. If, in the absence of acceptance and without reason for discontinuance, Customer pre-terminates the subscription, Customer shall pay the pre-termination fee in accordance with clause 10.2 hereof.
  • Provide timely, complete and accurate details relating to domain name and other information required for the Chromebook and/or Chromebox configuration.
  • Customer shall pay INNOVE the fees in accordance with the payment terms stated in Fees to INNOVE Appendix 1 of Annex 1.
  • Customer and its End Users agree to abide by and comply with the applicable Terms and Conditions between the Customer and Third Party Terms (Annex 2).

This offer shall be valid 30 days from the date of this proposal.

5.1. Frequency of Payment

Customer shall pay Innove in accordance with the License Model that the Customer elects, which may be either:

• Monthly
• Annual
• One-time

5.2 Upon effectivity date, the Customer shall be charged hardware, license and optional deployment fees. The hardware fee shall be composed of hardware cost and 1-year warranty. License fee (perpetual or annual) provides access to the management tool. Deployment fee is composed set-up and implementation based on the scope of work provided.

5.3. Without need of any demand, Customer shall pay the full amount stated in the Statement of Account on or before the due date as stated in the Statement of Account.

5.4. Late payment will be subject to interest at the rate of two percent (2%) per month from due date until full payment.

5.5. In the event that Customer defaults in paying the charges, INNOVE reserves the right to suspend the Service until full payment of the arrears plus interest; or to terminate the Service.

3.1. The term of contract shall be for:

• One (1) year. This shall commence upon Provisioning effectivity date (“Initial Term”) of Service, which shall be in effect for one year. After the Initial Term, this Agreement shall renew automatically for twelve (12) month periods (“Renewal Term”) unless earlier terminated through a written notice by either party by giving 90-day notice to the other prior to the anniversary date of the Initial or any Renewal Term. In the event of automatic renewal of this Agreement, notwithstanding renewal hereof, these Terms and Conditions relating to fees and commercial terms shall be subject to change and/or adjustment due to prevailing market price; or
• [Term other than Perpetual – Extended Term] Term equivalent to the lifetime of existing Device model which is effective for the duration of the lifetime of device commencing upon Provisioning until End of Service Life of the Device model or end of software version (NOT TO EXCEED ___ YEARS, whichever comes first), unless earlier terminated by Innove or Google for cause subject to prior notice and exhaustion of applicable transition period.

7.1. The charges for the Service are subject to Value Added Tax.

7.2. In the event that the government imposes other taxes for the Service, such other taxes shall be for the account of Customer

INNOVE shall not be liable to Customer for any loss, damage or cost arising out of or relating to failure to perform any of its obligations if such failure results from Force Majeure/ Fortuitous Events and for such other situations beyond the control of INNOVE

9.1. INNOVE shall not be liable to the Customer for any special, indirect, consequential or incidental damages, including loss of profits or revenues, loss of prospective business advantage, loss of anticipated savings, loss of goodwill or reputation, losses arising from loss or corruption of data, or losses arising from claims of Customer’s clients or compensation paid or payable to client, regardless of whether INNOVE had been advised of such damages or whether that liability arises in contract, tort, strict liability, breach of warranty, or otherwise.

9.2 In the event that INNOVE is held liable for damages to Customer, INNOVE’s liability shall not exceed the value actually paid by Customer that inures to the benefit of INNOVE.

9.3 Innove disclaims all warranties, whether express or implied, including the warranty of merchantability, fitness for particular purpose and non-infringement. INNOVE does not warrant that the Chromebook or Chromebox solution is error- free. INNOVE however, undertakes to rectify the errors, if any.

10.1. Customer shall hold INNOVE free and harmless from any claims or suits arising from Customer’s use or misuse of Service/s, failure of the Customer to comply with the Third Party Terms or from causes arising from Customer’s breach of this Agreement and for such other act, omission, fault, fraud, gross negligence, willful misconduct, bad faith and for violation of any rights of another. Customer shall indemnify INNOVE for all costs and damages which INNOVE may suffer as a result of such claims, losses, or suits.

10.2. Customer understands and agrees that it is responsible for End-User behavior on the Chromebook or Chromebox solution. Customer agrees to indemnify, defend and hold harmless INNOVE, its parent companies, business partners, licensors, directors, officers, employees, agents, and any third-party vendors, predecessors-in-interest from and against all claims, losses, expenses, damages and costs, expenses demands (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of Customer’s use of Chromebook or Chromebox solution, misuse, improper use of data or content, unlawful exposure of data or inability to use the Service, or unlawful use of content, or any breach by the Customer of the terms and conditions of this Agreement. These obligations will survive any termination of Customer relationship with INNOVE or Customer use of the Service.

10.3. In no event will INNOVE be liable for any damages whatsoever, including, but not limited to any indirect, incidental, consequential, special, exemplary or other indirect damages arising out of (i) the use of or inability to use of the Service, or the content, (ii) any transaction conducted through or facilitated by the Service; (iii) any claim attributable to errors, omissions, or other inaccuracies in the Service, (iv) unauthorized access to or alteration of customer transmissions or data, or (v) any other matter relating to the Chromebook or Chromebox solution, or the content, even if advised of the possibility of such damages.

10.4. INNOVE reserves the right to refuse liability outside of jurisdictions in which it cannot be held accountable.

11.1. Termination for Breach

A party may terminate the contract on the ground that the other party has committed a material breach of the provisions of the contract or due to Insolvency Event by sending a written notice of termination specifying the breach committed by the other party. The termination shall take effect thirty (30) days after the termination notice is sent, unless the breach is curable and cured (within 45-day cure period) to the satisfaction of the terminating party and the latter sends written notice acknowledging that the breach has been cured. This shall be without prejudice to the Customer’s obligation as stated in 10.3 hereof.

11.1.1. Insolvency Event means the happening of any of these events:

• an application is made to a court for an order, or an order is made, that a party be wound up;
• a party enters into any financial arrangement, compromise or composition with or assignment for the benefit of any of its creditors;
• a party has a receiver, receiver and manager, trustee in bankruptcy, provisional liquidator, administrator, liquidator or other like person appointed to or over part or all of its assets or business; or
• Any act or event that has a substantially similar effect to any of the events specified above.

11.2. Pre-Termination without Cause by Customer

Should the Customer pre-terminate the contract without cause, Customer shall notify INNOVE one hundred twenty (120) days prior to intended date of pre-termination and shall pay pre-termination charges equivalent to the monthly service fee for the remainder of the Term, where the monthly subscription fee will be based on the average charge per month paid or to be paid by Customer during such calendar year for the Service

11.3. Pre-Termination for Cause by INNOVE

In the event that INNOVE pre-terminates the contract due to customer’s breach, Customer shall pay liquidated damages equivalent to the MSF multiplied by the number of months remaining within the contract term not to exceed one (1) year period, where the MSF will be based on the average charge per month paid or to be paid by Customer during such calendar year for the services.

11.4. Customer should have downloaded and deleted its data by the time the contract expires or is terminated.

11.5. INNOVE reserves the right to terminate the service with prior written notice to Customer in the event that circumstances arise which prevents INNOVE from providing the Service. In such an event, Customer shall be allowed to download its data before the termination of the service takes effect.

After-sales support is available to the Customer administrator of the Customer/Company in accordance with Annex 3.

13.1. The Customer agrees to the following security, privacy and data protection measures and provisions:

• Customer shall adhere to and abide by the data privacy law and INNOVE’s data privacy policies;
• Customer shall appoint an Administrator internally who shall be in charge of managing, operating and controlling the data that will be for use by its End Users. The Administrator shall likewise function as the single point of contact (SPOC) for the necessary coordination to be fulfilled as part of Service’s implementation activities. The Customer or its Administrator shall create and implement Customer’s data information security policy.
• Customer shall obtain all required consents under the applicable privacy and data protection law before providing personal information. This includes the obligation to obtain the End User’s acceptance of the Service/s to signify consent to the processing of Customer Data/Information or personal identifiable information pursuant to the purpose of this Agreement.
• Customer or through its Administrator shall exercise strict confidentiality and employ reasonable measures to ensure that its Administrator will hold such Customer Data Information with strictest confidence in accordance with this Agreement.
• Customer acknowledges that INNOVE may use personal information to the extent necessary to comply with the requirements of the law and legal processes. Customer allows INNOVE to access and disclose to law enforcement or other government authorities, including any order of the court any data from, about or related to Customer,
• Subject to the terms and conditions of the relevant Third Party Terms, the Customer accepts/consents that some portions of the Service may require that personal information be provided. Such personal information refers to any and all information relating to the End User/s (including, but not limited to the name, contact number, email address, and mailing address) obtained via Customer access to or use of the Service.
• With Customer consent, INNOVE may use Customer Data for planning, research, design and marketing of services. Customer acknowledges that upon access to the Chromebook or Chromebox solution, including Personal information that the Customer and its End Users knowingly provide via the service.
• Any information disclosed in the public areas of the internet (such as message boards and forums) becomes public information. Customer should exercise caution when disclosing personal information in this way.

14.1 These Terms and Conditions shall be governed by and construed in accordance with Philippine laws and you agree to submit to the exclusive jurisdiction of the Philippine court.

14.2 Any dispute, difference, claim or question arising out of or in connection with these Terms and Conditions or as between parties, including any question regarding its existence, validity, or termination, or any claim or as to any matter connected with or arising out of these Terms and Conditions or the operation thereof or the rights, duties or liabilities of either party, the parties hereto shall endeavor their best to settle the said disputes or differences amicably between themselves by negotiations at the highest levels of management of both parties by exhausting good faith negotiations and dispute resolution and escalation between parties and subject to final resolution as judicially determined.

14.3 These Terms and Conditions may be amended or modified only with the mutual written consent of the Parties.

14.4 Neither party can assign, transfer rights and obligations under this Contract, without the consent of the other, provided that such consent is not unreasonably withheld.