Aptean’s cloud delivery is governed by three overlapping documents. The Aptean SaaS Subscription Exhibit applies to “all SaaS Subscription previously and subsequently ordered by Customer”, and defines SaaS Subscription as “the hosted, on-demand or web-based services offered by Licensor as set forth in an Order Form”.[1] The Premium SaaS terms apply to a higher-access tier described in a Service Description.[2] The Hosted Services Terms apply where Aptean provides “access to a hosted version of the Software”.[3] A fourth document, the Partner End User License Agreement, covers SaaS bought from a reseller.[4]
Editions
| Form | Who hosts | Key distinction |
|---|---|---|
| SaaS Subscription | Aptean, at a third-party internet service provider and hosting facility[1] | Customer may not customize without Aptean’s prior written consent |
| Premium SaaS Subscription | Aptean | Customer may build Customer Customizations and integrations, untested by Aptean[2] |
| Hosted Services | Aptean hosts the Software, with browser, dedicated website or VPN access[3] | 98% availability target; Users and Logins as in the Order Form |
| Partner-resold SaaS | Aptean (“Licensor”) through a VAR | End User contracts on General Terms and Conditions; quantities by amendment between Aptean and the VAR[4] |
Some product pages describe the hosting platform. For example, Aptean’s Made2Manage page says Aptean exclusively hosts ITAR customers on the Microsoft Azure Government Cloud.[7] That is a product statement, not a contract term.
Metrics
The SaaS Exhibit defines the User as “any individual accessing or using the Software or SaaS Subscription” and the Login as the username and password assigned by the customer for each User.[1] Each User may be required to have a Login with unique user identification, the customer “shall not permit more than one User to use each Login”, and the customer is liable for all access through Logins.[1] The Exhibit does not define Named or Concurrent Users; those terms, where used in an Order Form, come from the MSA’s License Configuration. Catalog rows: User (SaaS Subscription); rule SaaS Logins are unique and may not be shared.
The partner terms add a second counting construct. An End User may add Users, “components (modules, cells and sites) and databases” as “Additional License Types” by written amendment between Aptean and the VAR.[4] Catalog row: Additional License Types; rule Partner-resold SaaS adds licence types by amendment through the VAR. For hosted Respond software the Hosted Services Terms define Case Agent Roles, covered in Respond, Logility, EDI, Ship and Pay.
Counting / floors
Commitment for the whole term. SaaS invoices cover the first 12 months of the Order Form term and then each following 12 months in advance, unless the Order Form states another billing frequency. “Customer is responsible for paying all license types that give access to Users, which are ordered for the entire Subscription Term, whether or not such User access is actively used”, and quantities can be reduced “only at the end of the Subscription Term”.[1] The Premium SaaS terms repeat the rule.[2] Catalog proof: SaaS user licences are paid for the whole term whether used or not.
Monthly verification. Aptean has “the right, but not the obligation, to verify the number of Users under the Agreement at the end of each month”.[1] The Hosted Services Terms say it may do so “at the end of each month at any time of the day”.[3] Catalog proof: Aptean may verify SaaS User counts monthly.
Adding Users. For Hosted Services, Users added during a billing month “will be charged in full for that billing month” and access is coterminous with the current term. Access for a named individual cannot be moved to another named individual without Aptean’s prior written consent.[3] Catalog proof: Hosted Users added mid-month are charged for the full month; Hosted Services access may not be reassigned without consent.
Suspension. Aptean may suspend access without prior notice if the account is more than 30 days past due. The customer is still charged for committed Users during suspension and a service reinstatement fee may apply.[1] Catalog proof: SaaS suspension does not stop committed User charges.
Renewal. Subscription terms renew for successive one-year periods unless the customer gives 90 days notice, under the MSA, and long-term commitments are governed by the Renewal Terms Exhibit.[5][6] See On-premise licences, Maintenance and renewals.
Restrictions and testing
The customer may use the SaaS Subscription solely for internal business purposes and may not make it available to unauthorized third parties, modify or reverse engineer it, or use it to build or market a competing product or service. Activity that is not legitimate use “such as security penetration tests, stress tests, spamming activity” is a material breach, and Aptean may shut off access until it stops, with that interruption not counted against availability.[1] Catalog proof: Penetration and stress tests are not legitimate SaaS use. This matters for customers who run their own security assessments or load tests.
Service levels
| Service | Target | Measured | Exclusions |
|---|---|---|---|
| SaaS Subscription | 99.9% | Quarterly | Customer Error Incidents, Force Majeure and Internet Disruptions are excluded; an interruption from scheduled or emergency maintenance is not a breach[1] |
| Premium SaaS | 99.9% | Quarterly | Same, and Aptean’s obligation is negated if the customer fails to provide information or access to establish the cause of an interruption[2] |
| Hosted Services | 98% | Quarterly | Customer Error Incidents, Force Majeure, Internet Disruptions[3] |
The SaaS and Hosted targets are “reasonable efforts” targets, and an interruption “shall not be considered a breach” if Aptean promptly takes reasonable steps to restore service or the cause is excluded.[1] The exhibits reviewed do not set a service credit schedule. Catalog proof: SaaS availability target is 99.9% per quarter; Hosted Services availability target is 98% per quarter.
Premium SaaS
Premium SaaS gives Users “enhanced rights of access and use”. The customer may create customized functionality and third-party integrations and deploy them to production under Aptean’s SaaS operational policies. It “assumes full risk and liability therefor” and acknowledges they “shall not be tested by Licensor”.[2] Maintenance and support for Customer Customizations are outside the subscription and need a separate Statement of Work and Professional Services fees.[2] The customer may not use or upload open-source software with the service, and Aptean may remove it.[2] The customer must keep security measures that include at least the Aptean Premium SaaS Security Standards, cooperate in investigations, and indemnify Aptean for claims arising from the customer’s or its third parties’ acts and omissions in using the service.[2] Catalog proof: Premium SaaS allows Customer Customizations at the customer’s risk; Premium SaaS excludes support for Customer Customizations; Open-source software may not be uploaded to Premium SaaS; Premium SaaS customers carry security responsibility under Aptean standards.
Customer Data and exit
Aptean does not own Customer Data and takes a licence to use it solely to provide the service. After termination or expiry, the customer may request Customer Data within 30 days and Aptean makes an electronic copy available “for an additional fee”, only if all amounts due are paid. After that Aptean has no obligation to keep the data.[1] Catalog proof: Customer Data is returned within 30 days of termination for a fee.
Partner-resold SaaS
Where the customer buys SaaS from a VAR, the Partner End User License Agreement applies. It repeats the unique Login, restriction and 99.9% quarterly availability terms and gives Aptean the right to “suspend or terminate this Agreement and End User’s access” if the VAR’s account falls into arrears.[4] Where the VAR is domiciled in the United States or Canada, Georgia law governs, with courts in Atlanta and a jury trial waiver.[4] Catalog proof: Partner-resold SaaS may be suspended for the reseller’s arrears.
Out of scope
Third-party cloud services under Aptean products, such as Microsoft Dynamics 365 or Azure subscriptions that a customer may buy separately, are not covered. Neither is the AI exhibit, which has its own service level; see AI products and AIaaS.