This Software as a Service Subscription Agreement (“Contract”) is made between Altabos, an Ohio Limited Liability Companies (“Altabos”) and SUBSCRIBER (“Subscriber”) and our Subscribers (“Subscriber”). This Agreement is initiated on the Effective Date (“Effective Date”) based on the first annual invoice is provided by Altabos.
Grant of License to Access and Use Service. Altabos hereby grants to Subscriber, including to all Subscriber’s Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the Web Hosting Service (the “Service”) solely for Subscriber’s internal business operations according to Altabos’ terms and policies. Subscribers shall read this Contract carefully before using the Services. By paying the associated invoices for this subscription, subscribers accept and agree to be bound and abide by this Contract. If subscribers do not agree to this Contract, subscribers must not access or use any Service.
Altabos invoices for the Services on annual basis.
Invoices are due 15 days after receipt. Altabos includes a carrying charge currently at the rate of 1.5% per month on the outstanding balance of any invoices that are not paid within 30 days of the date of invoice. If invoices are not timely paid and such delinquency continues and satisfactory arrangements for payment are not made, Altabos will terminate this Agreement, cease providing the Services and may pursue collection against the Subscriber. In that event, the Subscriber agrees to pay the costs incurred in attempting to collect the balance, including court costs, filing fees, and a reasonable attorney’s fee.
Either party may terminate this Agreement prior to the end of the Term where the other party has materially breached the terms of this Agreement and such breach, if subject to cure, is not cured within thirty (30) days of receipt of notice of breach provided to the breaching party by the non-breaching party.
Furthermore, Altabos may terminate this Agreement prior to the end of the Term if the Subscriber fails to pay the fees in accordance with the terms of this Agreement. In the event that this Agreement is terminated by Altabos prior to the end of the Term for breach or non-payment of fees by the Subscriber, the Subscriber remains obligated to pay the fees for the Services rendered up to and through the date of termination, as well as all fees that otherwise would have been due and payable had the effectiveness of the Agreement extended to the scheduled conclusion of the Term.
In the event of termination, the terminating party is required to send written notice of termination to the other party setting forth the grounds for termination and the effective date of termination. In the event that Altabos terminates this Agreement, Altabos will take such steps as are reasonably practicable to protect the interests of the Subscriber and to permit a transition of the Services to another provider or personnel of the Subscriber. If the Subscriber terminates this contract any work provided to transition Services from Altabos to another provider will be billed hourly at a $175/hr. rate.
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, terrorism, cyber-attacks. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Any data furnished by or on behalf of the Subscriber to Altabos pursuant to this Agreement and any results of processing of Subscriber data or derived in any way from Subscriber data shall at all times remain the property of Subscriber and shall be considered the Confidential Information of Subscriber. If upon the expiration or termination of the Contract Subscriber requires a copy of data stored by the System for archival purposes, Altabos shall, at the Subscriber’s request, provide Subscriber with a copy of the Subscriber data which System has at such time, in such medium as the Subscriber may reasonably require.
Altabos shall manage the hosting vendor and hold them to the SLA’s stated in their contracts. Any outages will be communicated and an action plan will be put in place if needed.
Altabos may take the Service offline for scheduled maintenances that it provides Subscriber the schedule for in writing (though this scheduled maintenance time will not count as System Availability), and change its schedule of maintenances on [one] month written notice to Subscriber.
“System Availability” means the percentage of minutes in a month that the key components of the Service are operational.
“System Availability” will not include any minutes of downtime resulting from Issues associated with Subscriber’s computing devices, local area networks or internet service provider connections, or
Subscriber shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the disclosing party’s Data.
Altabos may collect, use and process Subscriber data only according to Altabos’ Privacy Policy, available at https://altabos.com/privacy-policy/
At the Subscriber’s request, Altabos will provide estimates and timelines to complete the export. Costs to perform the custom export will be paid by the Subscriber.
Altabos may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service, but only if such information does not identify the data as Subscriber’s or otherwise include Subscriber’s name.
Beginning on the Effective Date, and at Altabos’ own expense, Altabos shall provide Subscriber with telephone or electronic support during Altabos’ normal business hours in order to help Subscriber locate and correct problems with the Service and any related software, and internet-based support system generally available seven days a week, twenty-four hours a day.
After the initial support period, Subscriber may elect to renew Altabos’ support services under this for additional periods, at Altabos’ then-current service rates. All monthly services contracts will auto-renew monthly unless this contract is terminated.
Subscriber shall be responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and paying all third-party access charges incurred while using the Service.
Subscriber shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively “Viruses”).
Subscriber shall
Subscriber will not
The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties established under the existing Services Agreement.
Altabos makes no representation that the Service is appropriate or available for use outside of the United States.
Subscriber represents and that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed the import or export of goods, on the United States Treasury Department’s List of Specially Designated Nationals or United States Commerce Department’s Table of Deny Orders.
Altabos will retain all interest in and to the Services, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including Altabos’ name, logos. and trademarks reproduced through the Service.
Based on the scope of Services and assumptions described in this Contract, Altabos invoices an annual fee provided via email.
This Contract is acknowledged and agreed in its entirety by Subscriber upon payment of the invoice for the service.
This Contract, including the Agreement, constitutes the entire agreement between the parties with respect to the subject matter of this Contract. This Contract and the Agreement merge and supersede all prior oral or written agreements, discussions, negotiations, commitments, writings, or understandings. This includes without limitation any representations contained in any sales literature, brochures, proposals, or other written descriptive or advertising material. Each of the parties acknowledges and agrees that, in executing this Contract and the Agreement, it has not relied upon, and it expressly disclaims any reliance upon, any representation or statement not set forth herein or in the Agreement.
Note: This Services Contract falls under the existing Services Agreement terms and conditions.
If you have any questions related to these terms, please email us at sales@212f.wpmudev.host