Last Updated On 03-Jun-2025
Effective Date 03-Jun-2025
Dawood Engineering, Inc. (Company) agrees to provide digital twin software services and related professional services to Client, as set forth in the Scope of Services and Software License Agreement.
The parties hereto have entered into a contract. The Contract Documents include the Proposal, Software License Agreement, and these SaaS Terms and Conditions which are incorporated into the Proposal. This Agreement and the Company's Proposal constitute the entire agreement between the parties (the "Contract") regarding their subject matter.
In the event that Company and Client have not executed the Professional Services Agreement, Client's verbal or written authorization to Company to proceed with the performance of the services set forth therein, creation of user accounts, or any payment received from Client toward this project, shall constitute acceptance by Client of the Professional Services Agreement, including these Terms and Conditions.
Subject to the terms of this Agreement and payment of applicable fees, Company grants Client a non-exclusive, non-transferable, revocable license to access and use the Twin Track software application ("Software") during the subscription term solely for Client's internal business purposes.
Company will use commercially reasonable efforts to make the Software available 24/7, except for planned maintenance, upgrades, or circumstances beyond Company's reasonable control. Company targets 99.5% uptime but does not guarantee uninterrupted access.
Client is responsible for maintaining the confidentiality of user credentials and for all activities that occur under Client's account. Client must notify Company immediately of any unauthorized use of accounts.
Client may select from the following Twin Track Asset Bundle plans:
Each plan includes a specific number of assets as defined above. Client may upgrade plans at any time to manage additional assets without losing existing data. If Client approaches their asset limit, Company will provide notification, and continued use may require a plan upgrade to add new assets.
Monthly subscriptions automatically renew each month unless Client cancels through their account dashboard or provides written notice. Client may cancel at any time, with cancellation taking effect at the end of the current billing period.
Payment is processed automatically through the platform's billing system on the monthly billing date. Invoices are sent after payment is received for record-keeping purposes. Late payments incur a service charge of 1.5% per month (18% per annum). Company may suspend services for accounts past due beyond 30 days for Standard plans or as specified in custom agreements for Advanced plans.
Client retains ownership of all data, content, and information uploaded to or processed by the Software ("Client Data"). Client grants Company a limited license to process Client Data solely to provide the Software services.
Company implements industry-standard security measures to protect Client Data. Company will comply with applicable data protection laws and maintain a data processing agreement as required.
Company performs regular backups of Client Data. Upon reasonable request, Company will assist with data recovery at standard professional service rates.
Upon termination, Company will retain Client Data for 90 days to allow for data export. After this period, Client Data will be permanently deleted unless legally required to retain it.
Company retains all rights, title, and interest in the Software, including all intellectual property rights. This includes all enhancements, modifications, and derivative works created during the engagement.
Client receives only the usage rights explicitly granted in Section 3. No other rights are granted, and Client may not reverse engineer, decompile, or create derivative works of the Software.
Any feedback, suggestions, or improvement ideas provided by Client become Company property and may be incorporated into the Software without compensation to Client.
Services performed by Company will be conducted in a manner consistent with industry standards for SaaS providers.
Company provides technical support during business hours (Monday-Friday, 9 AM - 5 PM EST) via email and designated support channels. Premium support options are available at additional cost.
Company may update the Software periodically. Major updates will be communicated to Client in advance when possible. Client is responsible for ensuring compatibility with any integrated systems.
Client agrees not to:
Software access may be restricted in certain jurisdictions. Client is responsible for compliance with local laws regarding data processing and software usage.
Either party may terminate this Agreement with 30 days written notice. Company may terminate immediately for material breach, non-payment, or violation of acceptable use policies.
Upon termination:
Prior to termination, Client may export Client Data in standard formats. Company will provide reasonable assistance with data export at standard service rates.
Company warrants that the Software will perform substantially in accordance with its documentation. This warranty is void if Client modifies the Software or uses it outside specified parameters.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Company's total liability under this Agreement shall not exceed the fees paid by Client in the 12 months preceding the claim. Company shall not be liable for indirect, incidental, special, or consequential damages, including lost profits or data.
Company will defend Client against third-party claims alleging that the Software infringes valid intellectual property rights, provided Client promptly notifies Company and cooperates in the defense.
Client will indemnify Company against claims arising from Client's use of the Software in violation of this Agreement, applicable laws, or third-party rights.
Client acknowledges that certain industries and jurisdictions may have specific regulatory requirements for digital twin implementations. Client is responsible for ensuring compliance with all applicable regulations, including but not limited to building codes, safety standards, and data protection laws.
Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control, including natural disasters, government actions, internet outages, or third-party service provider failures.
This Agreement is governed by Pennsylvania law, USA. Any disputes shall be resolved in Pennsylvania courts.
Neither party may assign this Agreement without written consent, except Company may assign to affiliates or in connection with a merger or sale.
If any provision is deemed invalid, the remaining provisions remain in full effect.
This Agreement constitutes the entire agreement and may only be modified in writing signed by both parties.
Client agrees that Company may reference Client's name and general project description in marketing materials and client lists.
By checking the acceptance box during subscription signup, creating user accounts, making payment, or using the Software, Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions. Electronic acceptance through the subscription process constitutes a legally binding agreement equivalent to a written signature.
