Aptem Software Fair & Acceptable Use Policy

Aptem ("AL") seeks to ensure that all customers and their users get equitable access to the Software and want to support you in working in a safe and respectful way. This Fair & Acceptable Use Policy (“Policy”) details the expectations, restrictions, and limitations of interactions with the Software.

This Policy is incorporated into and forms part of Aptem’s Master Services Agreement (“MSA”) (or, as and when applicable, any other agreement you have with us in respect of the Services) and User Terms of Service ("User Terms"). 

Definitions

The expressions which follow are given these meanings unless the context in which they are used requires a different meaning:

"Customer" means the party under the MSA to whom the Services and Software are provided;

"Permitted Purpose" has the meaning ascribed in the MSA;

 "Services" means the provision of access to the Software and the provision of associated implementation services and support, as described in applicable Service Order Forms and such other services as may be agreed by the Parties in writing from time to time;

"Service Order Form” means a service order form signed by AL and the Customer referencing the MSA and setting out details of, inter alia, specific Services being provided to, the Fees and billing arrangements;

"Software" means the software applications and underlying platform and infrastructure, as defined in the applicable Service Order Form(s), to which access is granted under licence to the Customer by AL;

"Super User" has the meaning ascribed in the MSA;

Synthetic Users” means automated systems, bots, artificial intelligence (AI) agents, or other non-human entities designed to interact with the Software without direct human control;

User” means a User as defined in each applicable Service Order Form.

Unless indicated otherwise in this Policy, all defined terms have the same meaning given to those terms in the MSA.

Fair Use

Data Storage

AL commits to providing sufficient data storage to meet the normal use demands of the Software by the Customer. While data storage limits are not strictly enforced, AL reserves the right to review and potentially modify the terms of the MSA or this Policy or issue notice of increased fees should the Customer's data storage usage consistently exceed normal use parameters. AL will ensure that storage capacity is expanded to accommodate the growing volume of data, prioritising the operational needs and performance of the Software for all customers.

API Calls

To maintain optimal performance and accessibility of the Software for all users, AL imposes a fair use limit on API calls. The Customer is permitted no more than 30 requests per second and no more than 600 requests per minute. Exceeding these limits may result in throttling of the Customer's API access or temporary suspension, ensuring the stability and responsiveness of the Software for all users.

OData Calls

To maintain optimal performance and accessibility of the Software for all users, AL imposes a fair use limit on OData calls. The Customer is permitted no more than 5 requests per day to any single endpoint. Exceeding this limit may result in throttling of the Customer's OData access, additional fees for increased compute usage, or temporary suspension, ensuring the stability and responsiveness of the Software for all users.

Compute Usage

Compute usage is monitored to prevent activities that could significantly degrade the service for other Customers. In particular, the import or export of large volumes of data is subject to review and potential throttling to maintain the ongoing stability and performance of the platform. AL aims to manage compute consumption proactively and will engage with customers who consistently exceed normal compute usage to find suitable solutions which may result in additional fees for ongoing usage above normal ranges.

Peak Usage

The number of concurrent users should not exceed the licensed user count at any given time. Peak usage exceeding this count may result in additional charges or temporary limitations on user access to ensure service stability for all Customers.

Permitted Purpose and Customer Responsibilities

Permitted Purpose 

The Software may only be used for the Permitted Purpose. Any other use, including but not limited to using features or functionalities in a manner reasonably deemed by AL to be inconsistent with the Permitted Purpose, is not supported by AL. AL reserves the right, at its sole discretion, to require the discontinuation of such misuse by the Customer or to prevent such misuse.

Responsibilities and Liabilities 

The Customer shall ensure that its Users comply with all applicable laws, regulations, and the specific terms and conditions set forth by AL, including adherence to the Permitted Purpose.

The Customer is solely responsible for all configurations of the Software, regardless of how such configurations were achieved, and the data entered into the Software by its Users. It is the Customer's sole responsibility to ensure that the Software is appropriately configured and managed, and such configuration is altered only by approved Superusers. AL has no liability for any loss or damage, including but not limited from that relating to data inaccuracy, data loss, loss of funding, loss of functionality, or platform instability arising from inappropriate or inadequate configuration management or data entry by the Customer or its Users.

Software Users

Human Users

User Terms of Service

In registering or being registered to use the Software, all Users agree to our User Terms as defined in User Terms of Service. The Customer is responsible for ensuring that all Users are authorised and granted access appropriately. AL reserves the right to revoke access of any user not complying with the User Terms, this Policy, or the MSA.

Grant of Access to Users

The Customer may grant access to the Software to their Users in accordance with this Policy and the MSA. The Customer agrees to use the Software in compliance with all applicable laws, regulations, and the terms of the MSA. The Customer is responsible for ensuring that all Users accessing the Software comply with the terms and conditions of this Policy and the Permitted Purpose. Grant of access to the Software to other persons, entities, or systems not stated in this Policy or the MSA is prohibited.

Test Users & Learners

The Customer may choose to add Users to test configuration and/or product changes ("Test Users" or "Test Learners"). Test Users are excluded from billing, and you will not be charged for them, providing that they:

  1. Stay within any agreed limit of the number of Test Users allowed; and
  2. Ensure that Test Users are identified accurately in line with Managing Test Users.

If any of the above criteria are not followed, Aptem will automatically bill for Users in the system on a monthly basis per the agreement in place with you.

Test Users are subject to the full extent of this Policy and may, at AL's sole discretion, be removed or restricted.

Synthetic Users

Registration and Approval

The Customer may use Synthetic Users to interact with the Software under the conditions specified in this Policy. Customers must register each Synthetic User with AL before granting them access to the Software, detailing their functionality, intended use, and data interactions (“Synthetic Accepted Use”). Approval of Synthetic Users is at AL's discretion, based on a review to ensure they do not compromise the Software's security, performance, or integrity.

Usage Limits and Restrictions

Synthetic Users are subject to limitations of no more than 6 requests per second and no more than 120 requests per minute in addition to other limitations defined in this Policy. AL may impose specific usage limits for Synthetic Users to prevent undue resource strain, with such limits subject to adjustment based on system performance and fairness considerations.

Prohibited Uses

Synthetic Users are strictly prohibited from being used for automated testing such as system monitoring, performance testing, load testing, and penetration testing, except for user acceptance testing via the available user interface if agreed as a valid Synthetic Accepted Use.

Unsupported Use and Service Levels

Synthetic Users are not supported under the Services provided by AL as defined in the MSA. The Customer acknowledges that any support issues related to or arising from the use of Synthetic Users fall outside the scope of support and service commitments provided by AL. Issues, performance degradation, or service disruptions caused directly or indirectly by Synthetic Users are explicitly excluded from the Service Levels outlined in the MSA. The Customer accepts full responsibility for monitoring and managing the impact of Synthetic Users on their use of the Software.

Security and Compliance

The Customer is responsible for ensuring that Users and Synthetic Users operate securely and in compliance with all applicable laws, regulations, and this Policy's terms. Customers must monitor Synthetic Users to ensure adherence to this Policy and must report any security issues or breaches of the MSA or this Policy to AL promptly.

Policy Enforcement

AL will conduct ongoing monitoring of the Software to detect any breaches of this Policy. Should a Customer exceed prescribed limits or otherwise contravene the stipulations herein, AL shall issue a notification to the Customer, outlining the observed infractions and proposing recommendations for remediation. In instances where a Customer fails to comply with the terms of this Policy, particularly subsequent to receiving a notice of violation, AL may impose specific restrictions on the Customer's use of the Software. Such restrictions might include, but are not limited to, throttling, suspension of specific features, or adjustment of Service terms, including increased fees for significant excess usage reflective of the severity of the misuse.

Appeal and Adjustment Process

Customers experiencing operational or business needs that are infringed by this Policy are encouraged to contact AL directly to discuss potential adjustments or accommodations. AL is committed to working collaboratively with Customers to support their needs while ensuring the fair use and stability of the Software for all customers.

Indemnification

The Customer agrees to indemnify, defend, and hold harmless AL, its affiliates, officers, agents, employees, and other customers from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to the breach of this Policy by the Customer that causes harm to the Customer's operations, AL's infrastructure, or other customers' use of the Software.

Policy Review

This Policy is subject to regular evaluation and potential revision without notice to more accurately reflect the evolving functionalities of the Software and the requirements of its user base. Substantial amendments to this Policy will be effectively communicated to all Customers by AL.

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