Note: RAPID BI developed Software covered by this section may or may not be subject to a product specific 'Product Agreement' agreed between RAPID BI and the Customer.

1. If a Product Agreement relating to specific RAPID BI developed Software ("Software") has been agreed, then only a non-exclusive, non-sublicensable, non-transferable, limited license ("License") is granted to the Customer to use the Software, in machine-readable, object code form only, for Customer's use only and to the extent permitted by the license scope and terms set forth in the Product Agreement. The Product Agreement shall take precedence over any parts of this clause that are in direct conflict.
2. In the absence of an agreed Product Agreement relating to specific Software, RAPID BI grants a non-exclusive, non-sublicensable, non-transferable, limited license ("License") to the Customer to use the Software, in machine-readable, object code form only, for Customer's internal use only. The license is granted in perpetuity and at no cost to the Customer.
3. Unless a Product Agreement explicitly states otherwise, if the Software developed includes products or code delivered as part of RAPID BI Membership, these products or code are subject to the RAPID BI Membership terms. If the Customer ceases to be a RAPID BI Member, the Customer must either discontinue use of these products or code, or agree to a separate licensing agreement.
4. No ownership of, or title to, the intellectual property in the Software is transferred to the Customer. Rapid BI or its licensors owns and shall retain all rights, including intellectual property rights, in and to the Software.
5. You must not reproduce or redistribute the Software which may result in civil and criminal penalties.
6. All other use, copying or reproduction of the Software, or any part of it is prohibited, except to the extent permitted by law.
7. The Customer must not reverse compile, reverse engineer, or disassemble any portion of the Software.
8. The Customer must not derive, or attempt to derive, the source code of the Software.
9. The Customer must not modify or create derivative works of the Software.
10. Notwithstanding the above, the Customer is permitted to make changes to Dashboards, Elasticubes and Data Models within the bounds of fair use.
11. RAPID BI provides software as-is. Bug resolution and feature requests shall be solely at RAPID BI's discretion.
12. The Customer may engage RAPID BI to update the Software. Unless otherwise agreed this shall not alter the license agreement.

1. Professional Services provided by RAPID BI consist of any of the following:
   
   1. Installation, Migration, Configuration of software products.
   2. Development of Elasticubes and anything related to Extract, Transform, Load (ETL) or other configuration and development relating to data processing.
   3. Development and configuration of Dashboards, widgets, plugins/add-ons, BloX custom widgets, and any presentation layer development.
   4. Custom software development
   5. Training as agreed between RAPID BI and Customer
   6. Assessments and/or reports
   7. Other items as agreed between RAPID BI and Customer
2. For development described by 'Professional Services' 3(i)(b), 3(i)(c), and 3(i)(d), the terms under 'RAPID BI developed Software' shall also apply to the software delivered.
3. Scope
1. RAPID BI will perform Professional Services on a time and materials (T&M) basis.
2. RAPID BI will aim to provide the deliverables as specified in the applicable SOW within the agreed hours and timeframe.
3. In the event that RAPID BI projects time or cost will be in excess of the applicable SOW, RAPID BI will contact the client to allow a decision as to whether additional hours/time is to be approved or scope is to be amended or reduced.
4. Within the agreed hours for an SOW, modification to the actual work to be delivered can be agreed via subsequent email communication or conversations through RAPID BI's Members area https://www.rapidbi.com.au/members/.
5. Increases to the agreed hours and/or costs for an SOW can be agreed via subsequent email communication or conversations through RAPID BI's Members area https://www.rapidbi.com.au/members/, however for large increases a purchase order or signed SOW amendment may be required at the discretion of RAPID BI.
6. Decreases to the hours and/or costs for a signed SOW and/or any agreed additional hours and/or costs can be negotiated, subject to agreement in writing from RAPID BI, via subsequent email communication or conversations through RAPID BI's Members area.
4. Resources
1. RAPID BI will provide appropriately qualified personnel to perform the Professional Services and will use commercially reasonable efforts to minimize changes in such personnel.
2. RAPID BI reserves the right to engage independent contractors to perform some or all of the Professional Services, provided that RAPID BI remains responsible for the performance of the Professional Services in accordance with these Professional Services Terms.
5. Ownership
1. RAPID BI exclusively owns any and all templates, know-how, inventions, techniques, models, RAPID BI trademarks, ideas and any and all other works and materials developed by RAPID BI in connection with performing the Services (including without limitation all intellectual property rights therein and thereto) (collectively, the "RAPID BI Materials") and that title shall remain with RAPID BI.
2. The RAPID BI Materials do not include any Customer Confidential Information, Customer Data or other materials provided by you. Ownership of any Intellectual Property created or developed by the Customer shall vest in the Customer.
3. Customer acknowledges that RAPID BI may develop for itself, or for others, problem solving approaches, frameworks or other tools or information similar to the Deliverables and processes developed in performing the Services provided that it does not contain Customer Confidential Information, Customer Data or the Customer’s intellectual property.
4. Unless otherwise expressly provided in the applicable SOW, all Deliverables and all intellectual property rights in the Deliverables will be the sole and exclusive property of RAPID BI, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Professional Services are used or licensed. No work product of RAPID BI shall be construed as or deemed to be a “work made for hire”. Accordingly, the Customer acknowledges that RAPID BI retains sole and exclusive ownership of all right, title and interest to all Deliverables.
5. RAPID BI shall own all rights in any copy, translation, modification, adaptation or derivation of the Deliverables, including any improvement or development thereof. At no time will Customer dispute or contest RAPID BI’s exclusive ownership rights in any Deliverables. Notwithstanding the above, RAPID BI grants to Customer a license to use the Deliverables.
6. Unless otherwise agreed in the applicable SOW, any support provided to Customer in relation to the Deliverables shall either be billed to Customer on a time and materials basis, or in the case that Customer has an active RAPID BI Membership service, may consume Professional Services hours included in Membership.
6. Materials
1. RAPID BI may furnish Customer with reports, analyses or other such materials (the "Materials"). Customer understands and agrees that any such Materials will be furnished solely for its internal use and may not be furnished in whole or in part to any other person other than its directors, officers, employees or advisors without the prior written consent of RAPID BI.
2. Customer acknowledges that RAPID BI may develop for itself, or for others, problem solving approaches, frameworks or other tools or information similar to the Materials and processes developed in performing the Professional Services, and nothing contained herein precludes RAPID BI from developing or disclosing such materials and information provided that the same do not contain or reflect Customer Confidential Information.
7. Cooperation
1. The parties will cooperate with each other and execute such other documents as may be appropriate to achieve the objectives of this Section.
8. Data Security
1. RAPID BI shall employ and maintain commercially reasonable safeguards to protect the security and confidentiality of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing unauthorized access to or disclosure of Customer Data. RAPID BI will not use or disclose Customer Data except
   1. as required to provide Services to Customer,
   2. as required by law, or
   3. as Customer expressly permits RAPID BI in writing.
2. Where we employ data processors to process data on our behalf, we only do so on the basis that such data processors comply with these requirements and that have adequate technical measures in place to protect personal information against unauthorised use, loss and theft.
3. Although we take measures to safeguard against unauthorised disclosures of information, we cannot guarantee the security of information from malicious acts by third parties.
9. Warranty
1. RAPID BI warrants that it shall use commercially reasonable efforts in performing the Professional Services.
2. RAPID BI further warrants that any Deliverable provided through the Professional Services shall substantially conform to the specification for such Deliverable as set out in the applicable SOW for a period of three (3) months after delivery.
3. If Customer notifies RAPID BI that any Deliverable fails to conform with such specification within the period set forth in the preceding sentence, RAPID BI shall remedy the failure by using commercially reasonable efforts to correct errors. RAPID BI shall have no obligation to provide Support Services for any Deliverable after the expiry of the warranty period set forth above.
4. Disclaimer. RAPID BI’s obligation under the above warranty shall be its sole liability and it shall have no other liability whatsoever with respect to the quality, fitness for a particular purpose or merchantability of the Professional Services or any Deliverables and all other representations, statutory or otherwise are excluded.

1. RAPID BI Membership ("Membership") inclusions are detailed on our website and in marketing materials. These are subject to change from time to time as we seek to make this a high value service for clients.
2. All services delivered under membership are on a best-effort basis.
3. Membership covers a 12-month term unless otherwise agreed and is billed on a monthly or annually basis. At the conclusion of the initial 12-month term, membership will convert to a monthly service (if paid monthly) or an annual service (if paid annually) and will continue until cancelled.
4. A minimum 30 day written notice is required for cancellation and will only be accepted after the initial 12-month term has been completed.
5. Services and software provided as part of Membership shall only be used while Membership is active (this clause does not apply to custom software developed for the client but does refer to add-ins and BloX widgets amongst other things provided as a benefit to members). If a client is no longer a RAPID BI member, the client (or ex-client) forfeits rights to use any software, add-ins, snippets, BloX code or other items provided as a benefit of Membership. These items must be removed from the client's systems. Value added services provided by RAPID BI to its members are only intended to be used while a Membership is active and at a level that includes the items.
6. RAPID BI will use best-efforts to update add-ins and other Membership items to work with new versions of Sisense that are being used by our clients, and to either provide backwards compatibility or make older versions of these add-ins and other items available for use with older versions of Sisense.
7. Professional Services delivered as part of Membership are also subject to our 'Professional Services' terms (section 3 above).

1. RAPID BI may provide Advanced Backup and Version Control either as a RAPID BI Membership benefit, or with a separate Product Agreement.
2. Advanced Backup and Version Control may be delivered as a software product that runs on the client's environment, or as a service that runs on RAPID BI's infrastructure and connects to the client's Sisense implementation.
3. If RAPID BI's Advanced Backup and Version Control is provided to the client as a software product, or is installed on the client's infrastructure by RAPID BI, the client is responsible for ensuring the software is operating correctly, and that the GIT repository used to store the backed up items is in a suitable location. For clarity, RAPID BI shall not be responsible for any loss of the client's data/information/assets or failure of the software to operate correctly. It is the client's responsibility to actively manage the Advanced Backup and Version Control software and any GIT repository used along with it, to ensure correct operation.
4. If RAPID BI's Advanced Backup and Version Control is provided to the client as a service managed by RAPID BI, it will operate on a once-daily schedule, be installed on RAPID BI's infrastructure, and the GIT repository will also be on RAPID BI's infrastructure. This service operates automatically, and is manually checked, by RAPID BI staff, for correct operation on a monthly basis. The service is provided on a best-efforts basis and RAPID BI shall not be responsible for any loss of the client's data/information/assets.
5. Data/information/assets stored in a GIT repository by RAPID BI's Advanced Backup and Version Control can be used to restore elements of the client's Sisense implementation. The client may engage RAPID BI to restore items, and this will either consume Membership Hours or be a Professional Services engagement.
6. RAPID BI makes best efforts to ensure Advanced Backup and Version Control works correctly between Sisense versions. There is however, a risk that backed up data/information/assets may not restore correctly on specific versions of Sisense. Should this occur and restore be required, RAPID BI shall attempt to make the data/information/assets recoverable.
7. Advanced Backup and Version Control is intended as an extra layer of protection and does not replace the need for a full server backup of your Sisense implementation.
8. Examples of the types of items that can be backed up using Advanced Backup and Version Control include Elasticubes, Dashboards, Javascript and BloX items.

See also Data Use, Processing and Protection (section 6 below)

1. As part of delivering services to the Customer, RAPID BI may be granted access to Customer Infrastructure and Customer Data.
2. RAPID BI shall endeavour to process Customer Data within Sisense on the Customer Infrastructure where possible and appropriate.
3. RAPID BI shall use secure means (e.g. SSL) where available to access Customer Infrastructure.
4. If the Customer directs RAPID BI to access Customer Infrastructure in a certain way, RAPID BI shall comply with this direction. Note that this may affect the services that can be delivered to the Customer.
5. RAPID BI shall only access Customer Data to the extent required to deliver services.
6. RAPID BI shall not retain Customer Data for longer than is required to deliver services. For clarity, RAPID BI may access Customer Data through Sisense using a web browser, and at times may temporarily export data locally for the purposes of troubleshooting and data validation, however any data exported shall be deleted as soon as the purpose is fulfilled.
7. RAPID BI shall not, without express permission, connect directly to the Customer Data outside of the Customer's Sisense implementation. The Customer may however, instruct RAPID BI to do so for the purposes of data staging or data pipeline work, or other specific client needs.
8. The Customer may provide RAPID BI with test data or anonymised data for the purpose of development work occurring on RAPID BI’s infrastructure rather than the Customers’.
9. If the Customer provides RAPID BI with access to Customer Infrastructure such as applications (e.g. Salesforce), RAPID BI may log into those applications for the purposes of data validation or setting up data connectivity to Sisense or data staging environments at the direction of the Customer.
10. The Customer shall be solely responsible for ensuring that granting RAPID BI access to Customer Data does not violate applicable laws governing the use of Customer Data, including but not limited to the rights of data subjects whose information is included in the Customer Data. If required, the Customer shall be responsible for removing or redacting data, subject to security restrictions or anonymizing personally identifiable information.
11. If enabled, RAPID BI may access Sisense Monitor for the purposes of analysing system performance.
12. To deliver some of RAPID BI's services, such as Advanced Backup and Version Control, Data Governance and membership reports, RAPID BI exports metadata from Sisense. This metadata:
    1. Is included within Elasticubes (.smodel files) that describes sources of data and connection identifiers (but not access credentials).
       .smodel files are exported as part of the Advanced Backup and Version Control service, and these files may contain Customer’s connection identifiers, but do not contain any source data or processed data. Those identifiers are only relevant to the Customer’s Sisense implementation.
       Example use: The files can then be restored if required (e.g. if an Elasticube is accidentally overwritten), and data collected by the Advanced Backup and Version Control service is used in Monthly Membership Reports to analyse development effort over time.
       
    2. Is included in log files and Sisense configuration, such as user access control information, and user usage and Sisense related performance information.
       Example use: This allows reporting on user adoption, Elasticube build success and failure, query response time, CPU and Memory use, that is analysed for RAPID BI Members in monthly reports. User access control information can be used to automate re-sharing of Dashboards and automating other Sisense tasks.
       
    3. Does not include the Customer's source data nor the resultant data after data processing.
    At the Customer's direction, this metadata can be stored within Customer Infrastructure, on a server running Windows. In the absence of a direction from the Customer, RAPID BI shall export the metadata to a server managed by RAPID BI, should it be required for the services RAPID BI is delivering to the Customer. Regardless of the storage location of the metadata, if RAPID BI is unable to access the metadata, some components of RAPID BI services may not be delivered.
13. In the case that metadata is stored by RAPID BI, it is collected using standard security (e.g. SSL) and stored on a VPS located in Australia. Access to the VPS is granted only to those who require access for the purpose of service delivery.
14. RAPID BI takes appropriate security measures to help protect any data under our management from accidental loss and from unauthorized access, use and disclosure. However, we cannot guarantee that unauthorized persons will not defeat our security measures.
15. Notwithstanding our obligations under the Privacy Act, if RAPID BI becomes aware of unauthorized access or disclosure of data relating to a customer, the customer shall be notified within 72 hours.
16. Any data collected by RAPID BI is retained while there remains a reasonable commercial reason to maintain it. On termination of contract, this data is removed within a reasonable timeframe.
17. The Customer can request RAPID BI to provide data that we hold relating to that Customer at any time. RAPID BI shall comply with such a request within a reasonable timeframe.
18. The Customer can request RAPID BI to delete data that we hold relating to that Customer at any time and RAPID BI shall comply within a reasonable timeframe unless we are required by law to retain the data.
19. Notwithstanding the above, and separate from our Advanced Backup and Version Control service, we reserve the right to retain our IP (e.g., Dashboards, Elasticubes and custom code), on our infrastructure, even if developed on the Customer’s Sisense implementation. We will remove any Customer metadata or identifiable information on the items that we retain on our infrastructure.
20. RAPID BI shall store Customer Credentials in Keeper Enterprise (https://keepersecurity.com/). At the request of the Customer, RAPID BI can provide the Customer with access to Keeper to control the records relating to the Customer. RAPID BI grants access to records in Keeper on a need-to-know basis to allow provision of services to the Customer.
21. RAPID BI will erase all Customer Data in its possession and control within thirty (30) days after the expiration or termination of the Term.
22. RAPID BI must:
    1. Keep confidential all Customer Confidential Information and, except as permitted under the Terms, not use or disclose any of it without the Customer’s prior written consent;
    2. Immediately on the Customer’s demand, return or destroy all copies of the Confidential Information.
23. The obligations in these Terms do not apply to any Confidential Information where:
    1. the Confidential Information is in, or comes into, the public domain other than by a breach of the Terms;
    2. was lawfully in its possession prior to disclosure by the Customer; or
    3. is required by law.

1. RAPID BI may provide hosting or managed services. This is usually provided for the purpose of staging data or for Sisense installations.
2. You represent and warrant that you are not a national or resident of Burma/Myanmar, Cuba, Iran, Iraq, Libya, North Korea, Serbia, Sudan, and Syria or any other country subject to Australian embargo restrictions.
3. We agree to provide you with the Services, and we will not be expected to provide you with any other services unless agreed to in writing between us and you, and all Services that we provide shall be bound by these terms of service.
4. Any change to the Services, as requested by you and agreed by us, that is not part of a standard package or Service that we normally offer, will be considered to be temporary in nature. These changes will be made on a case-by-case basis, and may not be preserved when other changes are made to the Services. We will not be held responsible for any downtime or issues related with this clause.
5. Any change to a Service may be removed at any time with or without notice if it is found to have a negative effect on services we provide to our other customers.
6. On each Renewal Date, the Services will automatically be renewed for a further Billing Term. This clause does not apply to Hosting/Managed Services supplied as part of Sisense Licensing.
7. In the event that you owe money to us for any reason, the Services being provided to you may be suspended with or without notice.
8. If your Services are suspended for any reason, you will continue to be liable for payment for the current Billing Term, and any future Billing Terms, and all monies owed must be paid in full prior to your Services being reinstated.
9. If a bank disputes (i.e. "charge backs") arises, this will constitute grounds for immediate suspension or termination of your Services without notice from us. If you wish to reinstate your Services affected by a bank dispute, you will be responsible for the whole amount disputed, plus any additional fees directly associated with the bank dispute.
10. If you wish to terminate your Services, you can only do so by logging into your Account in our Members area and requesting termination.
11. The Services are not to be used for the transmission, storage, or presentation of any information, data or material that is in violation of any Australian federal and/or local laws, and a failure to comply with such will result in immediate suspension or termination of your Services.
12. RAPID BI shall not be liable for any loss or exposure of information hosted under our services or under our management.
13. The Internet, and our network, are considered publicly accessible and should be treated as such. We will not be held liable for any unauthorised access to your data. Any data that is deemed confidential, classified, personal, or private, shall not be hosted on the Services.
14. We will not be responsible for maintaining backups of any data stored on the Services.
15. We will not be liable or monetarily responsible for any data loss or corruption under any circumstances, and this includes, but is not limited to, Servers that are compromised, modified, or changed by you or third party, with or without your consent, in any way.
16. We will not be liable or monetarily responsible for any damages incurred due to any service outages under any circumstances.
17. You agree that you shall defend us, indemnify us (and keep us indemnified), save and hold us harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against us, our agents, our customers, and our employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by you, your agents, your employees and / or your assignees.
18. We are not liable in any way whatsoever for any and all damages or losses you or your business may suffer. We make no expressed or implied warranties of any kind. We disclaim any warranty or merchantability for any particular purpose or service, and this includes these terms of service.

1. Only a non-exclusive, non-sublicensable, non-transferable, limited license ("License") is granted to the Customer to use the Software, in machine-readable, object code form only, for Customer's internal use only by the permitted number of Authorized Users and on the Authorized Servers, and in accordance with the license scope and terms set forth in Customer Agreement.
2. No ownership of, or title to the intellectual property in, the Software is transferred to the Customer. Licensor or its licensors owns and shall retain all rights, including intellectual property rights, in and to the Software;
3. The Customer must not reverse compile, reverse engineer, or disassemble any portion of the Software;
4. The Customer must not derive, or attempt to derive, the source code of the Software;
5. The Customer must not modify or create derivative works of the Software;
6. The Customer must not remove, alter or obscure any proprietary notice or identification, including copyright or trademark notices, contained in or on the Software;
7. Suitable warranty disclaimers, including conspicuous disclaimers of warranties of merchantability and fitness for particular purpose, and a statement that Licensor and its licensors shall not have any warranty or direct or indirect liability to the Customer; and
8. The Software contains open source software components. Such open source components are licensed under the applicable license terms attached hereto and if no such terms are attached then, such software is licensed under the terms of this license and accordingly, the restrictions contained in this Agreement shall apply to such open source components as if they were Licensor’s and the software respectively. The open source software components provided by Licensor is listed at: https://documentation.sisense.com/docs/third-party-open-source-on-linux.
9. At the termination of its license to use the Software, the Customer must immediately discontinue use and destroy or return to RAPID BI the Software, Documentation and all archival or other copies of the Software.
10. Neither RAPID BI nor Sisense shall be liable for any malfunction or interruption of service of the Software for any reason.
11. Renewals shall only be processed once the license fee has been received by RAPID BI. Should the applicable license fee not be received by RAPID BI in advance of the due date (leaving at least 2 business days leeway for Sisense to extend the license), the software may cease to function until payment is received and the license extended by Sisense.