Legal

Terms of Use License Agreement

Please read these Terms of Use and the included License (together, the “Terms,” “Terms of Use” or “Agreement”), and our Data Processing Agreement and Privacy Policy carefully before using this web site (“Website”) or using the services, content and products offered through this Website, our mobile applications (“Apps”), and all other online services and digital channels operated by or on behalf of us (collectively, the “Services”). Unless you and ABI have executed a written Master Services and Software License Agreement for the Services referenced herein, in which case such written Master Services and Software License Agreement will govern, these Terms set forth the terms and conditions of your use of this Website, Apps, and the Services, and contain important information regarding your legal rights and remedies, including information about future changes to these Terms, the license and fee requirements to which you are agreeing, limitations of liability and other important legal matters. The words “you”, “your”, “user”, “client” or “customer” refers to any individual or entity who accepts these Terms by using the Website, Apps, or the Services. If you are agreeing to these Terms of Use on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to these Terms of Use, in which case the terms “you”, “your”, “user” or “customer” shall refer to such corporate entity. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.

By your use of this Website and/or the Apps, you accept all of the terms and conditions described in these Terms of Use. Using this Website and/or the Apps indicates that you accept these terms. If you do not accept these terms, please exit and do not use this Website, the Apps, or our Services. BY ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS THIS WEBSITE OR USE ANY SERVICES.

Advanced Business Integrators, Inc. (“ABI,” the “Company,” “we” or “us”) reserves all rights that are not expressly granted to you in these Terms of Use. We reserve the right to change these Terms of Use at any time, without notice to you. Your continued use of this Website, the Apps, or the Services following any such changes will constitute your acceptance of any such changes. Each time that you access or use this Website or the Apps you signify that you have read, understand, and agree to be bound by these Terms. Accordingly, you should visit this page from time to time to review the then-current terms because they are binding on you. Certain provisions of these terms may be superseded or supplemented by expressly designated legal notices or terms located on particular pages at this Website

1.     Background and Purpose.  ABI owns facility management software and you wish to obtain a license to use the Software (as defined below) and ABI agrees to maintain the Software and Software Databases (as defined below) on host servers and provide you with access to such servers.

2.     Definitions:

  • Acceptance.   Acceptance of the Software shall occur when ABI timely delivers Deliverables that operate properly for the purpose of your facility management needs, in your reasonable discretion.
  • Customer Data.  Non-public data provided by you to ABI to enable the provision of the Software and Services.
  • Deliverables.   The term “Deliverables” shall mean the Software.
  • Services / ABIMM.Core.  The term “Services” or “ABIMM.Core“ are interchangeable and shall mean and include ABI’s procurement, management, and access of host servers for the Software and Software Databases provided to TOLLC as well as support.  Support includes (but is not limited to):
    • All product and technical support (7x24x365)
    • Hosting for Users and Terminals (Time & Attendance) devices
    • All software updates
    • ABI.Learn Video and Training Portal
    • ABIMM RT app and ABIMM Web Check-In
    • “Shadowing” end users (enhanced support)
    • Basic credential design and/or design assistance
    • Standard .CSV Payroll export creation
    • Ongoing ABIMM Documentation access
    • Regular backups of ABIMM
  • Your Site.  The term “Your Site” shall mean your identified location(s) of operation.
  • Software. The term “Software” shall mean access to one or more of the following computer programs and user manuals:
    • ABI MasterMind® May include the following: Workforce Manager, Enterprise Self Service & Manager Mobility, Incident Tracking, Event Booking, Applicant Manager, and Lost & Found Modules, Meal Manager, Visitor Manager;
    • ABI MasterMind® Annual Maintenance is included;
    • ABI MasterMind® System Documentation;
    • Installation Documentation; and
    • Training Materials, if provided pursuant to the Training Materials Addendum.

The term “Software” also includes any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to such computer programs and user manuals.

  • Software Databases. The term “Software Databases” shall mean your information generated and stored in relation to your use of the Software.
  • Grant of Site License.  ABI grants to you, pursuant to the terms and conditions of this Agreement, a perpetual (subject to the terms of this Agreement), nonexclusive, nontransferable site license to use the Software for Your Site. You shall not (i) permit any parent, subsidiaries, or affiliated entities to use the Software for purposes other than scheduling, estimating, and labor cost reporting needs of entities utilizing each of Your Site, (ii) process or permit to be processed the data of any other third party without the express written consent of ABI, (iii) use the Software in the operation of a Service Bureau or as an Application Service Provider, or (iv) allow access to the Software through any terminals located outside of Your Site except for the connectivity of your own employees or technical support by ABI.  You shall inform all users of the Software of the terms and conditions of this Agreement.  Further, you will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software or data related to the Software; modify, translate, or create derivative works based on the Software; remove any proprietary notices or labels; or attach or integrate any third party equipment, interfaces or applications to the Software that have not been tested and approved in advance by ABI.

You grant to ABI the non-exclusive, nontransferable worldwide right to copy, store, record, transmit, display, view, print, analyze, or otherwise use (a) Customer Data to the extent necessary to provide the Software and Services to you, (b) any trademarks that you provide ABI for the purpose of including them in your user interface of the Service or on any print materials generated by the Software and Services, and (c) de-identified Customer Data about  use of the Software and Services to improve and enhance the Software and Services. 

  • Copyright. ABI warrants and represents that the Software and Software documentation are proprietary products of ABI and are owned by ABI and, as such, are protected by United States Copyright Laws and International treaty provisions. You may not copy the written materials accompanying the Software.  You may copy online documentation for internal business use only provided all copies contain ABI’s proprietary rights notice. ABI retains all title and ownership of the Software and related documentation.

5.     Obligations.

(a)       During the term of this Agreement, you shall:

(i)        reasonably cooperate with ABI in ABI’s performance of its obligations under this Agreement;

(ii)       assign one or more qualified employees of you to (a) coordinate and manage the Services implementation and ongoing Services operations and (b) make binding decisions with respect to the Services (the “Representative”);

(iii)      maintain appropriate security with regard to all personnel, systems, and administrative processes used by it to transmit, store and process Customer Data through the use of the Software and Services, and it is ABI’s responsibility to (i) create, monitor and manage each authorized user’s access rights to the Software and Services and (ii) implement safeguards and processes that authorized users submit personal information and other confidential information into the Software and Services solely via designated fields or channels;

(b)       During the term of this Agreement, ABI shall:

(i)        install all Deliverables on/before the agreed upon date.

(ii)       contain and operate the Software on a third party server procured and managed by ABI in its sole discretion;

(iii)      continually back-up the Software Databases on mirrored disk drives;

(iv)      back-up the Software Database a minimum of every twenty-four (24) hours and store on magnetic media which shall be available to you with twenty-four (24) hours’ notice;

(v)       provide continuous remote access to the Software Databases, subject to the limitations of the third party server providing such remote access; and

(vi)      provide technical support to designated your Representatives.

6.     License Restrictions. This Agreement is your proof of license to exercise the rights granted herein and must be retained by you.  You may not rent or lease the Software to a third party, but you may transfer your rights under this Agreement on a permanent basis provided you transfer this Agreement, and all written materials, and the recipient agrees in writing to the terms of this Agreement.  The transfer of this Agreement must be approved in writing and in advance by ABI, and such approval will not be unreasonably withheld, delayed, or conditioned.  Any transfer of the Software must include the most recent update and all prior versions.

7.     Title and Ownership.  ABI shall maintain all right, title and interest of (a) all Software, written documentation, hardware, servers, and related equipment on which the Software and Software Databases are maintained, and all improvements, enhancements or modifications thereto (even if you pay fees for improvements or enhancements to the Software, (b) any software, applications, inventions or other technology developed by ABI in connection with implementation or support, and (c) all intellectual property rights related to any of the foregoing. you shall be granted only the rights set forth in this Agreement and ABI reserves all rights not granted under the terms of this Agreement.  You shall obtain all right, title and interest to the information contained in the Software Databases only as it relates to you.

        Any suggestions, enhancement requests, suggestions, recommendations or other feedback to ABI related to improvement or future features of the Software or Services (“Feedback”) are offered voluntarily, the Feedback is not confidential or proprietary information of you or any third party, and ABI shall have an unlimited right to use and/or incorporate such Feedback into the Software and Services without any obligations or compensation to you.

8.     Fees and Payment Terms.

  • In consideration of you entering into this Agreement, ABI shall charge you the agreed upon fees and costs, which may include installation fees, ongoing fees, and any other applicable fees and charges.
  • Payments due under the terms of this Agreement shall be due and payable to ABI on or before the first day of each month unless otherwise agreed to in writing.  ABI shall immediately notify you if it doesn’t receive payment in accordance with the foregoing sentence.  Any amount due which has not been received by ABI by the fifth (5th) day of each month shall be considered past due and subject to interest at the lesser of: (i) the rate of one percent (1%) per month; or (ii) the highest rate permitted by applicable law.
  • You agree that to the extent you fail to meet its payment obligations set forth in this Agreement, such failure shall be considered a material breach of this Agreement and ABI may terminate this Agreement pursuant to Section 9 hereof.  Should ABI elect to continue performance under this Agreement, you shall pay any additional reasonable expenses and fees (including, without limitation, legal and collection fees) incurred by ABI arising from such breach.
  • ABI may propose new pricing terms for the Services at any time after the second anniversary date of the Effective Date if ABI reasonably determines that the extent of the Services or associated costs justify different pricing terms.  ABI may not make any such proposal more than once in any twelve (12) month period.  ABI shall provide you written notice that includes such proposed revised pricing terms.  In such cases, the parties shall endeavor in good faith to reach mutually agreed upon revised pricing terms.  In the event you does not agree to such new pricing terms within thirty (30) days of such notice, ABI may, in its discretion, nonetheless continue to provide the Services under the then existing pricing terms. In the event ABI determines not to continue to provide the Services under the then existing pricing terms, then either party may terminate this Agreement upon at least thirty (30) days written notice.

9.     Term and Termination.

(a)       Unless expressly extended pursuant to the terms of this Agreement, the initial term of this Agreement shall be for two (2) years commencing on the Effective Date.  Unless and until either party gives the other at least thirty (30) days prior written notice that it has elected not to extend the term of this Agreement, this Agreement will be automatically extended for successive additional periods of one (1) year each.

(b)       Notwithstanding the foregoing, either party may terminate this Agreement (i) upon at least thirty (30) days advance written notice for material default if the defaulting party has not cured such default to the reasonable satisfaction of the non-defaulting party during such notice period, or (ii) upon notice to the other party, in the event the other party becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation, insolvency or for the appointment of a receiver, and such action is not dismissed within sixty (60) days of the filing of such action, or makes an assignment for the benefit of its creditors.

(c)       You understand and acknowledge that ABI has entered into long term contracts to fulfill its obligations under the terms of this Agreement in reliance on you entering into this Agreement. In the event that you terminate this Agreement prior to the expiration of the initial term of this Agreement or any extension thereof, you shall pay to ABI the present value (assuming a discount rate equal to Bank of America’s prime rate) of all payments to be due from you to ABI under this Agreement minus any deposits held by ABI upon such termination.

10.  Confidentiality.

(a)       Each party agrees that it shall not use or disclose to any third party any information that is confidential or proprietary to the other party including, without limitation, such party’s business plans and practices, trade secrets, methods, processes or procedures or any other confidential information (collectively, the “Confidential Information”) of the other party which it learns during the course of its performance of this Agreement other than as required by law, regulation, or order of a court or regulatory agency or other authority having appropriate jurisdiction.  The Confidential Information may be oral or written or in electronic or tangible form, and all information, unless otherwise indicated, shall be deemed to be confidential.  Confidential Information shall not include any information that can be shown through contemporaneous documentation (a) is or becomes publicly known through no fault on the part of the recipient; (b) is, at the time of disclosure, already known to the recipient without obligation restricting disclosure; (c) is, or subsequently becomes, rightfully and without breach of this Agreement, in the recipient’s possession without any obligation restricting disclosure; or (d) is independently developed by the recipient without breach of this Agreement or any other agreement, with the recipient bearing the burden of proving such independent development.  Any employee to whom the recipient of Confidential Information gives access to any such Confidential Information must have a legitimate “need to know” such Confidential Information and shall be bound in writing to maintain the confidentiality of the Confidential Information under terms and conditions no less stringent than those set forth in this Agreement.  Neither party shall reverse engineer any such Confidential Information of the other party or, unless expressly permitted in this Agreement, copy the same.  You hereby accept the entire responsibility for the security of any user identification names or numbers and passwords provided in connection with the Services and the utilization of Software Databases in connection with this Agreement (the “Access Codes”).  You shall not permit any unauthorized access by employees or third parties to the Software and Software Databases.  You shall provide ABI a list of those employees (and their titles) of you who will have the Access Codes in their possession and who will have access to the Software Databases (“Authorized Users”).  You shall not make any copies of or distribute written Confidential Information provided to you in connection with the Services, including without limitation manuals, processes documentation and specifications.  Upon termination of this Agreement, each party shall return all Confidential Information in its possession (including all copies thereof) of the other party within fifteen (15) days after such termination.

(b)       Each party recognizes and acknowledges that the non-disclosing party would suffer irreparable injury from the unauthorized use or disclosure of any of its Confidential Information and each party agrees and acknowledges that the non-disclosing party shall have the right to obtain injunctive or other equitable relief against the unauthorized use, disclosure or transfer of any of the Confidential Information, as well as the right to pursue all of its other remedies in equity and at law.  This Section 10 shall survive the termination of this Agreement.

11.  Representations and Warranties.

(a)       You represent, warrant and agree that information provided or made available to ABI by you or otherwise used by ABI at the direction of you in connection with the Services to be provided hereunder, are accurate.  You represent and warrant that your use of the Software and Services will be in compliance with this Agreement, and all applicable laws, regulations, and/or applicable standards.  You represent, covenant, and warrant you will not export the Software outside of the United States in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  You represent and warrant that your use of the Software and Services will comply with applicable law, including laws relating to the maintenance of the privacy, security, and confidentiality of employee and other personal information.

  • ABI warrants that to the best of its knowledge (i) all Deliverables furnished hereunder will be free from defects in design, material and workmanship, and will conform to applicable specifications, drawings, samples and descriptions; (ii) ABI is, and shall remain, during the term of this Agreement, possessed of sufficient working capital to perform all its duties and obligations hereunder and that it is competent to provide the services hereunder; (iii) that the Software will not infringe the intellectual property rights of any third party; (iv) that no harmful code, meaning a “virus,” time bomb or other code that was designed with the intention of and having the ability to destroy, interrupt or otherwise adversely affect the operation of the Software or other code in a computer, exists in the Software or the Credential Printer; and (v) ABI is the sole author of the Software and has the right to license the Software to you as set forth above.  In the event the Software is defective, whether in design, material or workmanship, or fails to conform to applicable specifications, ABI shall provide, at its cost, all corrections, bug fixes, enhancements, updates or other modifications to cure such defects.  For the Hardware or Software manufactured by others, ABI will provide to Buyer all warranties provided by the manufacturer only.

12.  Warranty Disclaimer.  EXCEPT AS SET FORTH IN SECTIONS 4 AND 11, ABI MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, SOFTWARE OR HARDWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  YOU RECOGNIZE THAT THERE MAY BE SECURITY BREACHES IN THE GENERAL FIELD OF THE SERVICES AND YOU AGREE THAT ABI SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH SECURITY BREACHES UNLESS SUCH SECURITY BREACH ARISES FROM THE GROSS NEGLIGENCE OF ABI, ITS AGENTS OR EMPLOYEES.

13.  Limitation on Liability.  ABI SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR PROFITS) OR FOR LOSS OF THE TRANSMISSION OF INFORMATION OR DATA ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR PRODUCTS, EVEN IF ABI OR YOU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ABI’S ENTIRE LIABILITY AS IT RELATES TO THE SERVICES SHALL BE A REFUND OF THE PRORATED MONTHLY ACCESS FEE FOR THE MONTH IN WHICH THE SERVICE WAS TEMPORARILY UNAVAILABLE. ABI’S ENTIRE LIABILITY AS IT RELATES TO THE SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID BY YOU UNDER SECTION 8 OF THIS AGREEMENT FOR SUCH SOFTWARE.  ABI’S ENTIRE LIABILITY AS IT RELATES TO THE HARDWARE SHALL BE LIMITED TO THE AMOUNT PAID BY YOU UNDER SECTION 8 OF THIS AGREEMENT FOR SUCH HARDWARE.

14.  Indemnification.

(a)     ABI shall defend, indemnify and hold harmless you and all of its parent and affiliated companies, and the officers, directors, employees, and agents of each from all claims, damages, losses, liabilities, obligations, assessments, penalties and interest, demands, actions and costs and expenses, whether direct or indirect, known or unknown, absolute or contingent (including reasonable attorney’s fees) and damages (collectively “Losses”) arising from (i) any breach of ABI’s warranties herein, or (ii) ABI’s gross negligence or willful misconduct in the performance of its obligations hereunder.

(b)     You shall defend, indemnify, and hold harmless ABI and its affiliates, and the officers, directors, employees, subcontractors, representatives and assigns of any of them from any and all Losses incurred by any of them in connection with or arising from (i) a breach of your representations, warranties, obligations and/or covenants herein; (ii) ABI’s use of your Confidential Information in ABI’s performance of this Agreement; (iii) unfair or deceptive acts and practices of you; and/or (iv) ABI’s involvement in any action, lawsuit, arbitration or claim, whether as a witness or a party, between you and any of your employees, agents, vendors, clients or customers. 

(c)     Each party’s obligations under Section 14(a) and (b) shall survive termination of this Agreement for any reason.

15.  Acceptance And Rejection.  Your acceptance of each of the Deliverables is a material condition to your obligations hereunder.  On receipt by you of any Deliverable, you shall have fifteen (15) working days in which to accept or reject the Deliverable.  If you accept the Deliverable, it will promptly notify ABI of its Acceptance.  If you fail to accept or reject the Deliverable within the fifteen (15) day period, it will be deemed an Acceptance.  If you reject a Deliverable, such rejection must be in writing.  After providing notice of the rejection, ABI shall have thirty (30) working days to correct the Deliverable and to submit the corrected version to you for Acceptance.  Any resubmission must be made in good faith.  If at the end of the thirty (30) day period, ABI has failed to cure the defect, you in its sole discretion may terminate this Agreement by giving ABI written notice thereof within ten (10) days after such thirty (30) day period.

16.  Non-Solicitation.  You acknowledges that ABI’s employees are valuable assets to ABI and that ABI would suffer irreparable damage if you were to solicit or hire such ABI employees.  You agree to not solicit for hiring or hire ABI employees during the term of this Agreement and for a period of six (6) months after the expiration or termination of this Agreement for any reason.  In the event you hire an ABI employee, you shall pay to ABI the sum of six (6) month’s salary of said employee, within ten (10) days after the ABI employee is hired by you, for the loss suffered by ABI, the parties acknowledging that it is extremely impracticable to determine with any certainty the damages actually suffered by ABI.

17.  Service Level Availability.  ABI shall provide the Service Level Standards, including business recovery/disaster recovery measures and standards as follows:

  • RTO
    • Time Tracking up to 1 hour
    • Scheduling up to 4 hours
  • RPO up to 24 hours
  • SLA/Up Time, 99% in the previous 30 day period
  • Issue identification and resolution time frames:
    • Critical –
      • Acknowledgement within 1 hour
      • Resolution with 24 hours.

18.  General Provisions. 

  • Facsimile or electronic mail transmission of any signed original of this Agreement will be deemed the same as delivery of an original.  This Agreement may be executed in two (2) or more counterparts, but all counterparts together shall constitute one and the same agreement.
  • The section headings used herein are for reference only and shall not affect the interpretation of this Agreement.
  • Except for your payment obligations, neither party shall be liable to the other for any delay or failure to perform any of the Services or obligations set forth in this Agreement due to causes beyond its reasonable control.  Performance times shall be considered extended for a period of time equivalent to the time lost from such delay.
  • If any provision of this Agreement is invalid under any applicable laws, it is to that extent to be deemed omitted.
  • The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further or future right hereunder.
  • This Agreement and performance hereunder shall be governed by the laws of the State of California without regard to conflict of laws.  The parties agree that any dispute arising in connection with this Agreement, shall, upon demand of a party, be submitted to and decided by binding arbitration.  Any application, petition or other proceeding for provisional or equitable relief pending appointment of the arbitrator, shall be commenced in the appropriate state or federal courts having jurisdiction in Sacramento County, California and the parties hereby consent to jurisdiction and venue in such courts.  In the event that arbitration is not demanded as set forth herein, ABI and you hereby agree on behalf of themselves and any person claiming by or through them that the sole jurisdiction and venue for any litigation relating to this Agreement shall be an appropriate federal or state court located in Sacramento County, California.
  • All provisions of this Agreement relating to confidentiality, limitation on liability and indemnity shall survive the termination of this Agreement.
  • This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, understandings, commitments or agreements relative hereto which are not fully expressed herein.  No amendment to this Agreement shall be valid unless in writing and signed by both parties. 
  • This Agreement is not assignable, in whole or in part, by either party without the other party’s prior written consent, provided that ABI may assign this Agreement or any part hereof to a parent, subsidiary or affiliate or a successor to all or substantially all of the assets, capital stock or business of ABI.
  • All notices and reports required by this Agreement shall be in writing to the addresses set forth below each party’s signature, or such other addresses as may be designated in writing by the respective parties. Any notices and reports shall be deemed effectively given when received by the other party.
  • You agree that you will not directly or indirectly export or transmit the Software or related documentation and technical data to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.
  • The Software and documentation are provided with Restricted Rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)-(1)-(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)-(1) and (2) of the Commercial Computer Software – Restricted Rights at 48CFR 52.227-19 as applicable. Manufacturer is Advanced Business Integrators, Inc., [8413 Jackson Road, Suite C, Sacramento, CA, 95826].
  • ABI shall not, without the prior written consent of you, publish, assert or imply that you endorse ABI’s product or service.
  • ABI shall provide updates of the Software to you at no additional charge provided that you have paid current all fees and costs due under this Agreement.

Data Processing Agreement

This Data Processing Agreement (“DPA”) governs ABI’s access, use or processing of Client Data (defined below) provided to ABI for the performance of the Agreement between ABI and you (“Client”).  This DPA is incorporated by reference into, and forms part of, the Agreement.

If you are accepting this DPA on behalf of the Client, you represent and warrant that: (a) you are duly authorized to represent Client; and (b) you accept the terms of this DPA on behalf of Client.  If Client executes a separate Data Processing Agreement with ABI, that Data Processing Agreement will apply to the Parties relationship in addition to this DPA. ABI reserves the right to update this DPA from time to time in order to comply with revisions, amendments, or updates to Applicable Privacy Laws (as defined below). Client’s continued use of the Services shall constitute acceptance of any such updates.

1.     Definitions

1.1          In this DPA, the following terms (and derivations thereof) have the meanings set out below:

1.1.1 “California Consumer Privacy Act of 2018” or “CCPA” means Title 1.81.5., California Consumer Privacy Act of 2018, Cal Civ Code § 1798.100 et. seq. and any and all amendments thereto;

1.1.2 “Consumer” means a natural person who is a resident of the United States and utilizes economic goods and services.

1.1.3 “Client Data” means any data, file attachments, text, images, reports, Personal Information, or other content that is uploaded or submitted by Client and is processed by ABI on behalf of Client.

1.1.4 “Data Protection Laws” means any applicable local, state and federal laws, rules and regulations relating to the use, collection, retention, storage, security, disclosure, transfer, sale or other processing or Personal Information (as this term is defined below), including, but not limited to the CCPA, including any amendments and any implementing regulations thereto that become effective on or after the effective date of this DPA.

1.1.5 “Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or household. “Personal information” does not include publicly available information. For these purposes, “publicly available” means information that is lawfully made available from federal, state, or local government records.

1.1.6 “Services” means the services, data processing and any other service or application provided by ABI to Client and/or as referenced in the Agreement, including without limitation any operation or set of operations that are performed on Client Data by either automated or not automated means.

1.1.7 “Subcontractor” means any person or company appointed by or on behalf of ABI to process Client Data on behalf of Client in connection with the Agreement. Client hereby expressly consents to ABI engaging Subcontractors to process and store Client Data, and specifically agrees to use of subcontractors to process and store Client Data.

1.2          Capitalized terms not defined herein have the meaning given in the Agreement between ABI and Client. The word “include” shall be construed to mean “include without limitation,” and any derivations thereof shall be construed accordingly. All “Section” references shall be to this DPA unless otherwise specified.

2.     Ownership. Client shall retain its right, title and interest, including all intellectual property rights, in and to all Client Data.

3.     ABI Responsibilities

3.1          ABI will collect, use, retain and process Client Data for the purpose of providing the Services set forth in the Agreement and in accordance with Client’s instructions.

3.2          ABI is a “Service Provider” for Client as defined in CCPA Section 1798.140(v), and Client is the “Data Controller.”

3.3          ABI acknowledges and affirms it is prohibited from: (i) selling Personal Information; (ii) retaining, using, or disclosing Personal Information for a commercial purpose other than providing the Services; and (iii) retaining, using, or disclosing the Personal Information outside of the Agreement between ABI and Client.

3.4          ABI agrees to reasonably cooperate with Client, at Client’s expense, to assist Client with compliance with Data Protection Laws, including to respond to requests for Consumer Data access, reporting or deletion.

3.5          If and to the extent Client instructs ABI to delete a Consumer’s personal information, ABI agrees to delete or de-identify such information within thirty (30) days of receipt of the request.

4.     Protection of Client Data. Transmission of Client Data between ABI and Client will be done in a secured method, by a process mutually agreed by the Parties. ABI represents that it has established and maintains reasonable administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of Client Data that meets or exceeds standard industry practices.

5.     Deletion of Client Data. ABI will delete and destroy, as required by Client, all Client Data in ABI’s possession or control upon request from Client.

6.     Representation and Warranties:

6.1          ABI represents and warrants to Client that it has an information security policy and maintains an information security program that has administrative, technical, and physical safeguards sufficient to protect the security of any Client Data hereunder.

6.2          Client represents and warrants that it is responsible for obtaining all of the necessary authorizations and approvals to use, provide, store, and process Client Data to enable ABI to provide the Services.

6.2          Each party represents and warrants that it shall comply with its obligations under Applicable Privacy Laws with respect to any Personal Information processed under this DPA.

7.     General Terms

7.1          Order of precedence. With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other Agreements between the parties (except where explicitly agreed otherwise in writing, signed on behalf of the parties), Agreements entered into or purported to be entered into after the date of this DPA, the provisions of this DPA shall prevail.

7.2          Changes in Data Protection Laws. If any variation is required to this DPA as a result of a change in Data Protection Law, then either Party may provide written notice to the other Party of that change in law. The Parties will discuss and negotiate in good faith any necessary variations to this DPA to address such changes. If Client gives notice under this Section 7.2, the parties shall without undue delay discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Client’s notice (to the extent such variations are reasonable with regard to ABI’s business operations) as soon as is reasonably practicable.

7.3                      Severability. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Privacy Policy

Welcome to Advanced Business Integrators, Inc. (“ABI”, “we”, “our”, or “us”).  Protecting your privacy is really important to us. We only use your information where we have a legal basis to do so. This Privacy Policy will help you understand what information we collect, how we use it and what choices you have with any websites we own or operate including https://www.abico.com/ (“Site”), and use any of our products or services (collectively, the “Services”).

By using our Services, you are accepting the practices described in our Privacy Policy. If you do not agree to the terms of this Privacy Policy, please do not use the Services. We reserve the right to modify or amend the terms of our Privacy Policy from time to time. Your continued use of our Services following the posting of changes to the Privacy Policy will mean you accept those changes. If we intend to apply the modifications or amendments to this Privacy Policy retroactively or to personal information already in our possession, we will provide you with notice of the modifications or amendments.

Please be advised that the practices described in this Privacy Policy apply only to information gathered directly by us. It does not apply to any information you provide to third-parties that may use our Services or otherwise and/or for which we may be a data processor. Please review the applicable privacy policies of the respective third party to carefully to understand what information they may collect, process, and use from you.

1. The information we collect about you

This Privacy Policy covers our use of any information that can or could be used to identify you (“Personal Data”).

We may collect and use the following Personal Data to provide the Services to you:

  • As a general policy, no personally identifiable information, such as your name, address, or e-mail address, is automatically collected from your visit to the Site.  However, we may automatically and passively collect and use certain information from your device whenever you visit, use, or interact with our Service, including: the Internet Protocol address (IP address) of the machine which accessed the Services, general location information, the date and time of your visit, the path taken through the Services, content preferences, the browser and operating system being used, a list of files downloaded or viewed, the amount of time spent accessing files, any errors encountered, crash reports which may be automatically generated when or if our Services crash and includes information about the system and the crash, and other similar data.
  • You also give us Personal Data when you communicate with us through our Site contact form or undertake similar voluntary actions. Providing this information is completely voluntary on your part; however, it may be required to use or access some of our Services.  For example, if you choose to contact us via email, we may retain your email and email address along with any other associated information. Doing so is completely voluntary on your part, and you have the choice about whether and what information to disclose via your email.
  • We may collect certain personal information from you during the course of our normal business operations if you do business with us and/or are employed by us. For example, we may collect certain personal information about you (such as, without limitation, name, email address, date of birth, address, and phone number) either directly from you or from your representative, or from third parties authorized by you.

2. How we use the information we collect about you

We have and rely on a legitimate interest in using your Personal Data as follows:

Use of Information by Us. We may use your information:

  • to provide you with our Services;
  • to improve our Services and to customize your experience with the Services;
  • to maintain your account;
  • for internal business purposes;
  • for any purposes disclosed at the time you provide your information;
  • to provide technical and customer support to you;
  • to offer new or additional features for our Services;
  • to send you materials by email or via notifications, or other commutations;
  • to carry out anti-fraud or other prohibited measures;
  • and as otherwise set forth in this Privacy Policy. 

Third Parties. We may engage vendors, agents, service providers, and affiliated entities to provide services to us. In providing their services, they may access, receive, maintain or otherwise process data on our behalf. Our contracts with these service providers do not permit use of your data for their own marketing and other purposes.

Legal Matters; Safety. We may, without your consent, access and disclose your information, any communications sent or received by you, and any other information that we may have about you as may be permitted or required by law or to prevent or investigate suspected fraud or activity that appears to us to be illegal or may expose us to legal liability. Additionally, we may disclose your information and/or communications in situations that we believe to be: (i) emergencies involving potential threats to the physical safety of any person or property if we believe that your information in any way relates to that threat; or (ii) your conduct that we believe is inappropriate and inconsistent with generally accepted norms of behavior. 

3. Who we share information with

We will not share any Personal Data that we have collected from or regarding you except as described below:

Information Shared with Our Service Providers. We engage external service providers to work with us to administer and provide the Services. As part of that they may process your Personal Data on our behalf. These external service providers have access to your Personal Data only for the purpose of performing services on our behalf, in compliance with this Privacy Policy, and we make sure each one is contractually obliged not to disclose or use your Personal Data for any other purpose. The service providers we use may help us to:

  • run, operate and maintain our Services through third party platform and software tools;
  • perform content moderation and crash analytics;
  • run email and mobile messaging campaigns;
  • perform Service and marketing analytics;
  • provide payment attribution and process payments for purchases; and
  • provide technical and customer support.

Some external service providers may also collect information directly from you (for example, a payment processor may request your billing and financial information) as a third party service in accordance with their own privacy policy. Such external service provider does not share your financial information, like credit card number, with us, but it may share limited information with us related to your purchase, like your zip or postal code.

Information Shared with Other Users. When you use the Services, information about you may be shared or visible to other users and therefore become publicly available, including without limitation: your name, submitted content and questions, basic location, and public messages.

Information Disclosed for Our Protection and the Protection of Others. We cooperate with government and law enforcement officials or private parties to enforce and comply with the law. We only share information about you to government or law enforcement officials or private parties when we reasonably believe necessary or appropriate: (a) to respond to claims, legal process (including subpoenas and warrants); (b) to protect our property, rights, and safety and the property, rights, and safety of a third party or the public in general; and (c) to investigate and stop any activity that we consider illegal, unethical, or legally actionable.

Information Disclosed in Connection with Business Transactions. Information that we collect from our users, including Personal Data, is a business asset. If we are acquired by a third party as a result of a transaction such as a merger, acquisition, or asset sale or if our assets are acquired by a third party in the event we go out of business or enter bankruptcy, some or all of our assets, including your Personal Data, will be disclosed or transferred to a third party acquirer in connection with the transaction.

4. How we keep your Personal Data safe

We have appropriate security measures in place to prevent your Personal Data from being accidentally lost, used or accessed in an unauthorized way, improperly altered or disclosed. We also limit access to your Personal Data to employees, agents, contractors and other third parties who have a business need to know. They will only process your Personal Data on our instructions, and they are subject to a duty of confidentiality. We have put in place procedures to deal with any suspected Personal Data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

5. How long we will keep your Personal Data

We keep your Personal Data for as long as we need to provide the Services to you and fulfil the purposes set out in this Privacy Policy and provide our Services. This is also the case for anyone that we share your information with and who carry out services on our behalf.

When we no longer need to use your Personal Data and there is no need for us to keep it to comply with our legal or regulatory obligations, we will either remove it from our systems or anonymize it so that it can no longer be associated with you. When removing Personal Data, we will take commercially reasonable and technically feasible measures to make said Personal Data irrecoverable or irreproducible.

6. Your rights and choices

If for any reason you are concerned that any information you provided to us is not correct and you wish to change or delete it, you have the ability to review and update your personal information to the extent we have it. You may also contact us to request access to, transfer of, or erasure of your personal information to the extent we have any. Specify the nature of your request and the information that is subject to your request.

We reserve the right not to allow access to your information or to limit your rights (e.g. if such disclosure is prohibited by law or if the rights of another individual might be violated). In some instances, this may mean that we are able to retain your personal information even if you withdraw your consent or request transfer or erasure. Please note that changes or access you request may not be effective immediately. Please also note that despite any request for removal of or change to personal information, we may need to retain certain information for recordkeeping purposes and there may also be residual information that will remain within our databases and other records, which will not be removed or changed.

7. Legal Grounds

We rely on the following legal grounds to use your data:

  • Where it is needed to provide you with our Service.
  • Where it is in our legitimate interests to do so, such as: managing our products and services, and providing our Service to you.
  • To comply with our legal obligations.
  • With your consent or explicit consent, where applicable.
  • For a public interest.

8. Your Rights Under Data Protection Laws.

Here is a list of the rights that individuals have under data protection laws. They don’t apply in all circumstances. If you wish to use any of them, we’ll explain at that time if they are engaged or not.

  • The right to be informed about the processing of your personal information.
  • The right to have your personal information corrected if it is inaccurate and to have incomplete personal information completed.
  • The right to object to processing of your personal information.
  • The right to restrict processing of your personal information.
  • The right to have your personal information erased (the “right to be forgotten”).
  • The right to request access to your personal information and to obtain information about how we process it.
  • The right to move, copy or transfer your personal information (“data portability”).
  • Rights in relation to automated decision making which has a legal effect or otherwise significantly affects you.

If you have any questions or concerns regarding these rights please contact us via the contact information below.

9. Children

Our Services are not intended nor directed to children under the age of 18. Thus, children under 18 are not allowed to use the Services and we do not collect Personal Data from them.  If a parent or legal guardian has any further questions or concerns about his or her child’s use of the Services, we encourage the parent to contact us via the contact information below.

10. Changes to this Privacy Policy

Any Personal Data that we collect is covered by the Privacy Policy in effect at the time such information is collected. We may make changes to this Privacy Policy from time to time. You will be given reasonable notice of any material change.

11. Third Parties

In using our Services you may access links to websites and services that are owned or operated by third parties (each, a “Third Party Service”). Any information that you provide on or to a Third Party Service or that is collected by a Third Party Service is provided directly to the owner or operator of the Third Party Service and is subject to the owner’s or operator’s privacy policy. We’re not responsible for the content, privacy, or security practices and policies of any Third Party Service. To protect your information we recommend that you carefully review the privacy policies of all Third Party Service that you access.

12. Cookies

We use cookies and local storage to monitor aggregate usage and web traffic of our Services, customize and improve our Services, help you navigate our Services, deliver content specific to your interests.

We also use “web beacons” (also known as web bugs, pixel tags, or clear GIFS) which are small graphics with a unique identifier that may be included on our Services for example to deliver or communicate with cookies, to track and measure the performance of our Services, to monitor how many visitors view our Services, and to monitor the effectiveness of our advertising. Unlike cookies, which are stored on a user’s hard drive or Device, web beacons are typically embedded invisibly on web pages (or in an email).

Types of Cookies

We use the following types of cookies:

  • Strictly Necessary Cookies: These are cookies that are essential to enable you to use the Services, for example moving around our websites and using their features (e.g. cookies that enable you to log into the Services).
  • Performance Cookies: These are cookies which collect information about how and when you and other visitors interact with our Services (e.g. pages viewed most often) and the information collected by these cookies is used to improve how our Services work.
  • Functionality Cookies: These are cookies that allow our Services to remember choices you have made (such as your login information) and provide you with content and features which are customized to you. For example, providing you with relevant content by using a cookie to remember which region you are in.
  • Advertising Cookies: These are cookies which are used to deliver adverts to you which are more relevant to you and your interests. We may also share this type of information with third parties for these purposes.

The types of cookies described above may be “session cookies” or “persistent cookies”. Session cookies are only stored on your device whilst you are using the Services, and are deleted when you log off from the Services or close your browser. Persistent cookies remain on your device for a period of time after you log off from the Services or close your browser.

Third Party Cookies

Some cookies may be placed by third parties when you use the Services as some third party service providers that we engage (including third party advertisers) may place their own cookies on your hard drive or device. These cookies may provide information to those third parties about your browsing habits or may be used for security. Some also help to serve you with advertisements which are more relevant to you.  Similarly, if you visit or use third party websites or services linked from our Services, those third parties may place cookies or similar technologies on your device.

For more information about what cookies or similar technologies those third parties use, please review the third party services’ cookie policies.

Cookies Settings

You may decline cookies that are not Strictly Necessary by clicking “Decline” in the cookie banner at the bottom of your screen. Additionally, although most browsers automatically accept cookies, you can change your browser options to stop automatically accepting cookies or to prompt you before accepting cookies. However, if you don’t accept cookies, you may not be able to access all portions or features of the Services.

13. Disclosures Specific to California Residents

The CCPA grants California residents certain privacy rights regarding the personal data we collect. We are committed to respecting these rights and complying with the CCPA. Under the CCPA you have the right to request that we disclose to you what personal data we collect, use, disclose, and sell. The CCPA also gives California residents a right to opt-out from the sale of their personal data. You also have the right to request deletion of personal data that is in our possession, subject to certain exceptions. Please note that your request to delete data may impact your use of the Services in some cases, and we may decline to delete information for reasons set forth in this Privacy Policy or as permitted by the CCPA. Finally, you have a right to not be discriminated against for exercising your rights under the CCPA.

We do not sell your Personal Data and have not done so in the past 12 months. The information listed in Section 1 falls under the following California Consumer Privacy Act (CCPA) categories: identifiers, commercial information, Internet or other electronic network activity information, and visual information.  Section 2 sets out the reasons why we process your Personal Data, the associated legal bases we rely upon to legally permit us to process your Personal Data, and the categories of Personal Data processed for these purposes.  Section 3 sets out the categories of third parties with whom we have shared Personal Data in past 12 months.

If you would like further information regarding your legal rights under applicable law or would like to exercise any of them, please contact us at 8413 Jackson Road Suite C Sacramento, CA 95826, through the contact form on our Site, or call us at: (916) 381-3809.

14. Non-United States Users

Please note that the Services are directed towards users who reside in the United States. By using the Services, you consent to the collection, storage, processing, and transfer of your information in and to the United States, or other countries and territories, pursuant to the laws of the United States, where permitted by law. Some of these countries may not offer the same level of privacy protection as your own.  Therefore, you should not provide personally-identifying information through the Services. If you provide such information, you acknowledge that it is necessary to internationally transfer and process it in the United States. You also agree that you are responsible for compliance with applicable laws, including local laws regarding online conduct and content and U.S. export laws and regulations.

15. Contact Information

If you have any questions about this Privacy Policy, please contact us in writing at:  8413 Jackson Road Suite C Sacramento, CA 95826, through the contact form on our Site, call us at: (916) 381-3809, or email sales@abico.com .

Website and Copyright

The information within this website is subject to change without notice.

The name of Advanced Business Integrators, Inc. or the Advanced Business Integrators, Inc. logo may not be used in advertising or publicity pertaining to distribution of this information without specific, written prior permission. Advanced Business Integrators, Inc. makes no representations about the suitability of this information for any purpose. It is provided “as is” without express or implied warranty

Advanced Business Integrators, Inc. disclaims all warranties with regard to this information, including all implied warranties of merchantability and fitness, in no event shall Advanced Business Integrators, Inc. be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of us, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of performance of this information.