1. Overview
This Software Licensing Agreement (“Agreement”) governs the use of the Impruver platform and services (“Services”) provided by Impruver, Inc. (“Company”) to the subscribing organization (“Customer”).
By accessing or using the Services, the Customer agrees to the terms outlined in this Agreement.
This Agreement is intended to clearly define the rights and responsibilities of both parties regarding the use of the Impruver software platform.
2. Service Description
Impruver provides a cloud-based software platform designed to help organizations manage and scale Continuous Improvement initiatives, including Kaizen project management, Lean Six Sigma workflows, and operational improvement activities.
Subject to the terms of this Agreement, the Company will:
- Provide Customer access to the Impruver software platform and the Impruver University platform.
- Maintain commercially reasonable uptime and platform availability.
- Provide reasonable technical support.
The Customer will designate administrative users responsible for managing platform access and user credentials.
The Company reserves the right to refuse or revoke access credentials that are deemed inappropriate or in violation of this Agreement.
3. Term of Agreement
This Agreement is month-to-month and will remain in effect until terminated by either party.
Either party may terminate this Agreement with 30 days written notice.
The Company may suspend or terminate service immediately in the event of:
- Non-payment
- Violation of this Agreement
- Illegal or abusive use of the Services
Upon termination, Customer data will remain available for retrieval for 30 days.
4. Fees and Payment Terms
Customer agrees to pay all applicable fees for use of the Services as outlined in the Order Form or invoice.
Payment Terms
- Invoices are due upon receipt.
- Any unpaid invoice will incur a late fee of $10 per day until the balance is paid in full.
- Customer is responsible for all applicable taxes associated with the Services, excluding taxes based on Company’s net income.
Failure to pay outstanding invoices may result in service suspension or termination.
5. Customer Responsibilities
The Customer agrees to:
- Use the Services in compliance with all applicable laws and regulations.
- Maintain the confidentiality and security of user accounts and passwords.
- Ensure that all users access the platform responsibly and in accordance with this Agreement.
The Customer is responsible for maintaining the equipment and internet connectivity required to access the Services.
6. Restrictions on Use
Customer may not:
- Reverse engineer, decompile, or attempt to discover the underlying source code of the platform.
- Modify or create derivative works from the software.
- Use the platform to provide services to third parties without written authorization.
- Remove proprietary notices or intellectual property markings.
The platform may not be exported or used in violation of U.S. export control laws.
7. Data Ownership and Confidentiality
Customer Data
Customer retains full ownership of all data uploaded to the platform (“Customer Data”).
The Company will not sell or disclose Customer Data to third parties except:
- As required to provide the Services
- As required by law
Confidential Information
Both parties agree to maintain the confidentiality of proprietary business, technical, and financial information disclosed during the course of the relationship.
Confidentiality obligations remain in effect for five (5) years following disclosure.
8. Enterprise AI Usage and Responsible AI Policy
Impruver may incorporate artificial intelligence features within the platform to enhance productivity, analytics, and automation capabilities.
The following principles apply to AI usage within the Services:
Responsible AI Use
AI tools provided within the platform are intended to assist users in generating insights, recommendations, and content. Final decisions and outputs remain the responsibility of the Customer.
Data Privacy
Customer Data will not be used to train public AI models or external machine learning systems without explicit written consent from the Customer.
Security
AI systems integrated into the platform are designed to comply with standard enterprise security and privacy practices.
Accuracy Disclaimer
AI-generated outputs may contain inaccuracies. Customers should review AI-generated content before relying on it for operational or business decisions.
Continuous Improvement
The Company may analyze aggregated and anonymized usage data to improve system performance, product functionality, and AI features.
9. Service Availability
The Company will use commercially reasonable efforts to maintain 98% platform availability, excluding:
- Scheduled maintenance
- Force majeure events
- Third-party infrastructure outages
If downtime exceeds three consecutive hours, the Customer may receive service credits as outlined in the Service Level Terms.
10. Warranty Disclaimer
The Services are provided “as is.”
The Company does not guarantee that the platform will be uninterrupted or error-free.
Except where required by law, the Company disclaims all implied warranties, including:
- Merchantability
- Fitness for a particular purpose
- Non-infringement
11. Limitation of Liability
To the maximum extent permitted by law, the Company shall not be liable for:
- Indirect or consequential damages
- Loss of profits
- Loss of data
- Business interruption
Total liability under this Agreement shall not exceed the amount paid by the Customer for Services during the previous 6 months.
12. Miscellaneous
This Agreement represents the entire agreement between the parties and supersedes any prior agreements or understandings.
This Agreement shall be governed by the laws of the State of Delaware.
If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect.
13. Service Level Terms (Summary)
The Services target 98% monthly uptime.
Downtime caused by scheduled maintenance, third-party providers, or circumstances beyond the Company’s control will not count toward uptime calculations.
Service credits may be issued for extended outages but will not exceed one week of service fees in any given month.
