B2B SaaS Agreement USA
Last Updated: 01.09.2025
1 Scope of Agreement
1.1 This Software as a Service Agreement (this “Agreement”) is made effective and entered into as of the date (the “Effective Date”) upon which it is mutually agreed to by and between (a/the “Party/ies”):
(i) iDOO USA LLC, a USA limited liability company having an address at 1913 Olde Homestead Lane, Lancaster, PA 17601 (“iDOO”); and
(ii) the person or entity (“Customer”) who orders and purchases access and use of iDOO Software (“Software”) or related Services provided by iDOO (“Services”) by tendering to iDOO an applicable written order therefor (each, an “Order”).
1.2 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, iDOO and Customer hereby mutually agree to all of the provisions of this Agreement.
1.3 The version of this Agreement that is valid as of the date of the Order shall initially govern Customer’s relationship with iDOO respecting the Software and Services. If iDOO amends or modifies this Agreement and so notifies Customer, Customer’s use of the Software or Services after such notice shall thereby constitute Customer’s acceptance of and assent to such modified version of this Agreement.
1.4 If Customer is in the United States of America, the English version of this Agreement shall prevail over any translations hereof.
2 Services
2.1 The particular Software and Services, and any particular versions thereof, to be provided by iDOO to Customer shall be as specified on the Order alongside the applicable fees to be paid by Customer therefor.
2.2 The specific functionality of the Software or Service shall be as set forth on any then-current recitation of features and functionality that are available on the iDOO website (at www.idoo.global) on the date of the Order, which are intended to be descriptive only and shall not be construed to constitute a guarantee of results or Customer’s satisfaction. Such descriptions shall further set forth any requirements for the hardware and Software environment to be provided by Customer.
2.3 Software is provided by iDOO to Customer as Software as a Service. The Software can be operated on Customer’s servers (“Customer’s own hosting”). Optionally, iDOO hosts the Software on a shared server for Customer and provides it as a Service via an Internet browser (“iDOO hosting”). The selection of Customer’s own hosting or iDOO hosting shall be as designated on the Order.
2.4 Unless rejected by Customer in the Order, updates, patches, and workarounds to the Software (collectively, “Updates”) shall be provided by iDOO as part of the Services. Within the scope of Customer´s own hosting, iDOO will inform Customer of any Updates to the Software and request in writing that Customer allow iDOO to install the Updates. Customer must permit iDOO to perform the installation of Updates within the period of time specified by iDOO, which period shall be reasonable under the circumstances. In the case of iDOO hosting, Updates shall be installed automatically by iDOO.
2.5 If selected by Customer on the Order, new Software versions with a functional extension (“Upgrade/s”) shall be part of the Services.
2.6 All Updates and Upgrades, once installed, shall become part of the Software as such term is used herein.
2.7 iDOO may from time to time engage third-party subcontractors in furtherance of the performance of all or any portion of iDOO’s provision of Services.
2.8 If iDOO relays to Customer any offers of product or service from iDOO’s third-party allies, channel partners, or the like, such third-party product or service shall hereby expressly be deemed not to be a part of the Services. If Customer orders any third-party products or services offered through iDOO, Customer and the applicable third-party provider must enter into a separate agreement to govern the same, and iDOO shall not be a party thereto.
3 Sales Orders & Offers
3.1 When filling out and submitting an Order either online or through contact with iDOO’s sales personnel, Customer must provide all requirements and descriptions of Customer’s applicable systems and requirements, as requested by such Order or personnel. In some cases, iDOO sales personnel will prepare a written offer setting forth the specific Software and Services offered to Customer. In such case, upon Customer’s acceptance of such offer, this Agreement shall take effect and such offer shall become the Order, as used herein. No amendments or modification by Customer of any such offer shall be effective.
4 iDOO Hosting
4.1 To the extent Customer is using iDOO hosting, Customer shall not use the Software to upload or store any content that violates any applicable federal, state, or local laws, regulations, or rules, or violates or infringes the rights of iDOO or any third party, including without limitation content that is obscene, hateful, or likely to damage iDOO’s systems.
4.2 iDOO shall have the option, but not the obligation, to monitor and review Customer’s stored content from time to time to enforce Section 4.1. IDOO has no obligation to exercise any editorial control over any content uploaded to the Software. IDOO does not endorse or ratify any statements made by any user of the Software. IDOO may (but is not obligated to) report to appropriate governing bodies any act or omission of any person that is in violation of this Agreement or the rules, regulations, or other requirements we may promulgate from time to time. iDOO may, but shall have no obligation to, remove any content posted on the Software at any time for any reason. The Communications Decency Act (47 U.S.C. § 230) provides that iDOO, as the provider of the Software, shall not be responsible for the information provided by users, and you will have no claim against us for the posts of our users.
4.3 iDOO may immediately upon notice to Customer inhibit Customer’s access to the Software and the shared server if iDOO comes to the reasonable suspicion that Customer’s stored content is in breach of Section 4.1.
4.4 iDOO and Customer shall meet and confer in good faith to mutually resolve any dispute or other concerns arising from iDOO’s enforcement of this Section 4.
5 Support and Services
5.1 If selected on the Order, iDOO shall provide support and maintenance (“Support”) to Customer as a part of the Services. Unless otherwise set forth in the Order, included Support shall consist of:
(i) iDOO’s remedying known defects that cause the Software to operate contrary to iDOO’s published documentation applicable thereto within a reasonable period of time commensurate with the severity thereof;
(ii) first-level customer service during Monday to Friday from 9:00 A.M. to 5:00 UTC/GMT, excluding federal holidays;
(iii) the acceptance of Service requests or notifications of defects; and
(iv) processing technical queries about the Software.
5.2 The following shall be expressly excluded from Support:
(i) all work requested by Customer outside the Service hours set forth above;
(ii) all work caused by improper operation or excessive use of the Software by Customer;
(iii) upgrades to the Software (unless expressly included in the package booked by Customer);
(iv) services respecting implementation of the Software; and
(v) other Services not explicitly agreed in writing.
5.3 iDOO will always endeavor to rectify defects as quickly as possible. Specific recovery times cannot be guaranteed.
5.4 Customer shall notify iDOO about defects by email at help@idoo.support. Any notification is transferred to a ticket system operated by iDOO.
5.5 Customer also has the option of booking emergency service Support and additional service levels as set forth on the Order.
5.6 iDOO has the right to temporarily restrict or suspend access to the Software (and in the case of iDOO hosting also to the shared server) if extraordinary technical reasons (e.g. viruses, system malfunctions) jeopardize the security of the network operation or the integrity of the network, the Software or any data.
6 Other Obligations of iDOO
iDOO regularly backs up the shared servers and thus counteracts data loss. At the same time, iDOO secures its shared servers against unauthorized access with reasonable technical and economic effort. Customer shall be solely responsible for Customer’s compliance with statutory data retention obligations.
7 Certain Obligations of Customer
7.1 Customer shall:
(i) notify iDOO immediately in text form by email of any defects in the Software or restrictions in its availability;
(ii) provide a suitable IT-infrastructure that enables the integration of the Software and any other Services (including, for example, an iDOO Edge Gateway) into IT- and OT-networks. For this purpose, Customer must ensure functional internet access;
(iii) download any third-party Software independently (or through iDOO as a representative if a corresponding authorization has been granted to iDOO);
(iv) ensure that Customer has the necessary rights to use any third-party Software;
(v) in the case of Customer’s own hosting, provide a server or a virtual machine for hosting the Software and maintain its operation;
(vi) take the necessary precautions to prevent the use of the Software by unauthorized persons;
(vii) ensure that all legal regulations are observed when using the Software, including by employees or vicarious agents, and in particular that no unlawful content is published or made available using the Software; and
(viii) name a responsible person as a contact person who can make binding declarations for Customer and receive declarations from iDOO. The contact person’s details must be communicated to iDOO in the Order.
7.2 If Customer continues to violate or repeatedly violates the above provisions despite a written warning from iDOO and is responsible for this, iDOO may terminate the contract immediately upon notice to Customer.
7.3 iDOO shall not be liable for delays or additional costs caused by a breach hereof by Customer.
8 Fees
8.1 Fees to be paid by Customer to iDOO for the Software and Services shall be as set forth on the Order.
8.2 The prices stated for the respective packages apply to only one production line.
8.3 The following Services shall always be remunerated separately and shall generally be invoiced on a time-and-materials basis:
(i) initial setup of the Software and other Services;
(ii) integration of the Software into Customer’s existing IT-infrastructure and the associated configuration;
(iii) any consulting Services (e.g. in the form of general consulting, the holding of workshops or trainings);
(iv) operating and hosting costs as part of iDOO hosting.
8.4 Fees set forth herein or in the Order are exclusive of any sales, value-added, or other taxes that may be applicable thereto, all of which shall be the sole responsibility of Customer.
8.5 Payment terms shall be set forth on the Order. iDOO shall invoice Customer by email or other electronic means and shall accept payment through such means as iDOO shall elect in its sole and absolute discretion.
8.6 If Customer is in arrears with an amount that corresponds to at least one full month’s remuneration, iDOO is entitled to inhibit the use of the Software until the outstanding amount has been paid.
8.7 Customer shall have no right to offset any fees due to iDOO with any actual or perceived debt owed to Customer by iDOO.
9 Fee Adjustments
9.1 iDOO may change its applicable fees upon three (3) months written notice to Customer.
9.2 Upon Customer’s receipt of a fee change notice, Customer may terminate this Agreement. If Customer does not so terminate this Agreement within thirty (30) days after such receipt, Customer shall be deemed to have acceded such fee changes, which shall then be due and payable hereunder.
10 Grant of Access to Software as a Service
10.1 iDOO shall permit Customer to access and use the Software in furtherance hereof.
10.2 Customer may only use the Software for its own internal purposes.
10.3 Customer shall only use the Software for the number of production lines specified in the order. Any use beyond the contractually agreed scope, in particular use by more than the number of production lines specified therein, is not permitted and requires an additional Order.
10.4 Customer shall not be entitled to any rights not expressly granted to Customer herein.
10.5 Customer may not offer or permit the Software to be used by third parties or operate the Software as a service bureau, nor shall Customer reproduce, sell, rent, decompile, or transfer the Software.
10.6 Customer is not authorized to modify the Software, reverse engineer the software, or otherwise attempt to derive the source code version thereof.
10.7 Customer may not circumvent the restriction of the scope of the rights of use by integrating its own program components into the Software. Customer shall not expand the number of licensed users through subterfuge.
10.8 Customer shall not alter or remove any markings, legends, notices, trademarks, serial numbers, or designations placed on or displayed by the Software.
10.9 Customer must take suitable measures to protect the Software from access by unauthorized third parties.
10.10 iDOO shall be the sole owner of the Software, and Customer shall obtain no license therein or thereto.
10.11 Any feedback, suggestions, or advice Customer may offer or produce to iDOO for improvements, corrections, or other modifications to the Software shall be deemed to be the sole property of iDOO alone.
11 Use of Data Generated by the Software
11.1 iDOO may use the data created and collected by Customer when using the Software for its own purposes, including without limitation:
(i) the analysis of defects;
(ii) the analysis of user behavior to improve usability;
(iii) the improvement of functions; and
(iv) the creation of anonymized benchmarks and industry comparisons.
11.2 All data used is anonymized and aggregated by iDOO before use.
11.3 iDOO is granted a non-exclusive right, unlimited in time and territory, to use the data created and collected by Customer for the stated purposes.
11.4 iDOO ensures that the data used are not business secrets of the Customer.
11.5 The Customer can object to the use of the data at any time in text form (by email). Any use of the data that has taken place up to the time of the objection remains unaffected by the objection. The objection must be sent to help@idoo.support.
12 Term & Termination
12.1 The term hereof (“Term”) shall begin on the Effective Date and shall continue until the first (1st) anniversary thereof. The Term be extended by one (1) year after the expiry of such first (1st) year and after each further extension period if it is not terminated in accordance herewith.
12.2 Either Party may terminate this Agreement for its convenience by providing written notice thereof to the other Party no later than thirty (30) days prior to the end of the Term, as it may be extended.
12.3 Either Party may terminate this Agreement upon 30 days written notice to the other Party of such other Party’s breach hereof, unless within such 30-day period the breaching Party cures such breach or the nonbreaching Party’s reasonable satisfaction.
12.4 Upon termination hereof for any reason, Customer shall discontinue use of the Software and iDOO shall inhibit Customer’s access to iDOO’s servers. iDOO may delete all data entered by Customer, even if these are subject to statutory retention periods for Customer. Customer shall have the opportunity to export its data in the prescribed or otherwise customary format before the end of the Term.
13 Reference Customer
13.1 iDOO is entitled to name Customer as a reference customer.
13.2 The information will be provided on advertising and information brochures and in particular online, for example on iDOO’s company website, including the presentation of Customer’s company logo. For this purpose, Customer grants iDOO a non-exclusive, non-transferable right of use, unlimited in time and space, with regard to the name and trademark rights required for this purpose.
14 Warranty
14.1 iDOO hereby represents and warrants to Customer that the Software shall perform reasonably in accordance with its applicable documentation unless its failure to do so is through no fault of iDOO. Customer’s sole remedy for iDOO’s actual or suspected breach of this warranty shall be iDOO’s performance of Support to remedy any nonconformities as set forth herein.
15 Disclaimer
15.1 OTHER THAN EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS, DEFECTS, BUGS, AND ERRORS, AND THERE ARE NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, OR OTHERWISE, REGARDING THE SOFTWARE OR ANY SERVICES. IDOO HEREBY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADDITIONALLY, IDOO DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
15.2 CUSTOMER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE SHALL BE AT CUSTOMER’S SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IDOO SHALL CREATE A WARRANTY.
15.3 NO THIRD PARTY IS AUTHORIZED TO MAKE ANY WARRANTIES ON BEHALF OF IDOO.
15.4 THE SOFTWARE MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE.
16 Limitation Of Liability
16.1 TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL IDOO BE LIABLE FOR PERSONAL INJURY ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF IDOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL IDOO’S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES EXCEED THE AMOUNT OF FEES CUSTOMER PAID TO IDOO DURING THE NINETY (90)-DAY PERIOD PRECEDING THE INCIDENT GIVING RISE TO SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16.2 IN NO EVENT WILL IDOO BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY: (I) USE, DELAY, OR INABILITY TO USE THE SOFTWARE, (II) LOST REVENUES OR PROFITS, (III) DELAY, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL, (IV) LOSS, DISCLOSURE, OR CORRUPTION OF DATA, OR LOSS RESULTING FROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, (V) FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION OR FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, (VI) SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, (VII) ANY LOSS OR DAMAGE RELATED TO ANY THIRD-PARTY SOFTWARE, OR (VIII) FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES THAT MAY ARISE FROM THE USE, OPERATION, OR MODIFICATION OF THE SOFTWARE AND WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), AND ANY OTHER CAUSE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT IDOO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17 Indemnity
17.1 Each Party shall indemnify, defend, and hold the other Party harmless from and against all alleged third-party claims arising from the indemnifying Party’s gross negligence or willful misconduct, or, where Customer is the indemnifying Party, third-party claims arising from any breach hereof by Customer.
17.2 In the event of an infringement action or threat thereof against Customer resulting from the Software or Services, iDOO shall, at its option:
(i) procure for Customer with the right to continue using the affected Software or Service at no additional cost, or
(ii) replace or modify the Software or Service so that the infringement is eliminated.
17.3 If none of the above alternatives is economically reasonable, iDOO may terminate this Agreement.
18 Confidential Information
18.1 The Parties shall treat as confidential all confidential information which the other Party discloses to it in connection herewith or which it otherwise receives from the other Party and shall use it exclusively in furtherance of its performance hereunder. The receiving Party shall protect the confidential information from unauthorized access by appropriate technical and organizational measures and treat it with the same care that they apply to their own equally confidential information.
18.2 Confidential information is any information that is not generally known or readily accessible, either as a whole or in the precise arrangement and composition of its components, to the general public, is of economic value, and is protected by appropriate confidentiality measures by its owner.
18.3 Confidential information shall not include any information that
(i) was already publicly known or generally accessible at the time the receiving Party became aware of it; or
(ii) became publicly known or generally accessible after the aforementioned date without a breach of this agreement or confidentiality obligations of third parties.
18.1 Confidential information may disclosed by the receiving Party without the prior written consent of the disclosing Party as may be required by judicial or regulatory order provided the receiving Party has promptly informed the disclosing Party in writing of the respective obligation and provided an opportunity to contest the same.
18.2 The Parties undertake to agree with all employees deployed by them in connection with the execution of the contract a provision with the same content as this clause.
18.3 The provisions of this clause shall continue to apply until such time as the applicable information ceases to meet the definition of confidential information as provided herein.
19 Data protection
19.1 The Parties shall comply with the applicable data protection laws and regulations.
19.2 If Customer collects, processes, or uses personal data, Customer warrants that Customer authorized to do so in accordance with applicable law, and indemnifies iDOO against third party claims in the event of a breach.
19.3 If Customer collects any personally identifiable information about citizens of the European Union, the provisions of Exhibit A shall apply hereto.
20 General Provisions
20.1 iDOO shall not be obliged to fulfill its contractual obligations in the event of and for the duration of any event of force majeure beyond iDOO’s reasonable control.
20.2 This Agreement shall be governed, enforced, and interpreted in accordance with the laws of the state of Pensylvannia, without giving effect to any conflicts of laws provisions or principles. Venue for disputes arising hereunder shall be the courts of competent jurisdiction sated in Pensylvannia.
20.3 Amendments hereto must be in writing and signed by both Parties.
20.4 Should individual provisions of this contract be invalid or unenforceable, this shall not affect the validity of the remaining contractual provisions. In such a case, the Parties undertake to replace the invalid provision with another provision that comes closest to the invalid or unenforceable provision from an economic point of view.
20.5 Ancillary documents hereto, such as Exhibits, offers, and Orders referenced herein, shall be governed hereby in all respects and are hereby incorporated herein by this reference.
20.6 This Agreement sets forth the entire agreement and understanding by and between the Parties respecting the subject matter hereof and hereby supersedes all prior and contemporaneous discussions and agreements.