Terms & Conditions

1. SAAS SERVICES AND SUPPORT

1.1 Subject to this Agreement, Company will provide Customer the Services as specified in the Statement of Work ("SOW") included in Company’s proposal.

1.2 Company will deliver technical support services consistent with Company’s standard practices, at a level no less than those defined in the SOW. In case of a conflict between these Terms and the SOW, the SOW terms shall prevail. Undefined terms shall carry the meanings assigned in the SOW.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer shall not:

Reverse engineer, decompile, disassemble, or attempt to discover the source code, object code, or underlying structure of the Services or related Software.

Modify, translate, or create derivative works of the Services or Software without express permission.

Use the Services or Software for third-party benefit (e.g., timesharing or service bureau purposes).

Remove proprietary notices or labels from the Services or Software.

2.2 Customer agrees not to export or re-export the Services or Software in violation of U.S. laws, including regulations from the Department of Commerce and the Office of Foreign Assets Control. Software and documentation are "commercial items" as defined in FAR 2.101 and treated as "commercial computer software" under FAR 12.212 and DFAR 227.7202. Use by the U.S. Government is restricted under this Agreement.

2.3 Customer may use the Services for business purposes in compliance with all applicable laws. The Company reserves the right to monitor usage and prohibit actions deemed in violation of these terms.

2.4 Customer is responsible for obtaining and maintaining all necessary equipment (e.g., hardware, software, networking) required for Service access, as well as securing passwords and files.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 The Receiving Party agrees to maintain the Disclosing Party’s Proprietary Information in strict confidence and not to use it except as required under this Agreement. Proprietary Information excludes data that is publicly available, independently developed, or legally disclosed by third parties. Disclosures required by law must be limited to necessary details, with notice provided to the Disclosing Party, when permissible.

3.2 Customer retains ownership of all Customer Data. The Company retains intellectual property rights for its preexisting inventions and contributions to the Services.

3.3 The Company may aggregate and analyze anonymized data for Service improvement and reporting, provided Customer Data is not individually identifiable.

3.4 Customer shall bear responsibility for taxes associated with Services, except Company’s income taxes.

4. PAYMENT TERMS AND TERMINATION

4.1 This Agreement is effective for the term specified in the contract.

4.2 Either party may terminate upon thirty (30) days’ written notice if the other party materially breaches the Agreement. Upon termination, the Company shall delete Customer Data and provide notice of its destruction.

4.2.1 Company may terminate for non-payment after thirty (30) days’ notice.

4.2.2 Late payment fees will be applied as specified on invoices.

4.3 Additional termination rights are as outlined in the SOW.

4.4 Reactivation of Customer’s instance either from late payment or termination incurs a $1,000 fee and requires that any outstanding invoices be paid.

4.5 After notice of subscription cancellation any additional support or customized data extraction requests beyond existing tools will be charged at $250 per hour.

4.6 Sections that inherently survive termination, such as confidentiality and limitations of liability, will remain in effect.

5. WARRANTY AND DISCLAIMER

5.1 Company warrants the Services will substantially perform as described in the Documentation or SOW specifications. Customer must notify Company of any breach within fifteen (15) days, supplying relevant data for resolution. Warranties do not apply to issues caused by misuse, modification, or malfunction of Customer’s systems. Company disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose. Services are provided "as is."

6. INDEMNITY

6.1 Company shall hold Customer harmless and indemnify and defend Customer from and against any loss, damage, expense, (including without limitation reasonable attorneys’ fees), liability to or claims  of third parties relating to infringement by the Service of any intellectual property right, provided Company is promptly notified of any and all threats, claims and proceedings related thereto (of which it is not already aware) and given reasonable assistance and the opportunity to assume sole control over defense and settlement; provided, however, that the failure to provide prompt notice shall not relieve the Company of its obligations under this Section 6 except to the extent such delay materially increases the Company’s liability with respect to such claim.  Company will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company or not contemplated by the Statement of Work, , (iii) that are modified (except by or for the Company) after delivery by Company, (iv) combined with other products, processes or materials not contemplated by the Statement of Work or other documents of the Company to the extent the alleged infringement relates to such combination, , or (v) to the extent the infringement is caused by Customer’s use of the Service not in accordance with this Agreement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.  The Company may not settle any claim that would require any admission or agreement of the Customer.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR (1) BODILY INJURY OF A PERSON OR PROPERTY DAMAGE, (2) DAMAGES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, (3) THE INDEMNIFICATION OBLIGATIONS SECTION 6, OR (4) A BREACH OF SECTION 3 OR THE DPA,  NEITHER PARTY AND NO THIRD-PARTY (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS TO COMPANY), THEIR RESPECTIVE OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A)  FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (B) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. DISPUTE RESOLUTION

8.1 The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy.

8.2 At no time prior to reasonable attempts to resolve the dispute, shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply within 30 days to the requirements of Paragraph 8.1 above.

8.3 Payment disputes must be raised within 30 days of invoice receipt. During dispute resolution, undisputed amounts remain payable.

9. SERVICE LEVEL AGREEMENT (SLA)

9.1 The Company guarantees an uptime of 99.5% monthly. Compensation for non-compliance shall be in the form of Service credits.

9.2 The Company shall provide Tier-1 support during business hours and critical incident support 24/7. Response times are outlined in the SOW.

10. DATA SECURITY AND COMPLIANCE

10.1 The Company implements appropriate technical and organizational measures to protect Customer Data, including data encryption both in transit and at rest, isolated storage accounts and isolated databases.

10.2 The Company complies with applicable laws and regulatory frameworks. We enable HIPAA compliance and can sign Business Associate Agreements. We can function as a GRPR processor.

10.3 Breach notification: The Company will notify the Customer within 48 hours of discovering a data breach affecting Customer Data.

11. BACKUP AND DISASTER RECOVERY

11.1 The Company will maintain 30 days of backups and a disaster recovery plan with a Recovery Time Objective of 48 hours, and a Recovery Point Objective to point-in-time for that window.

12. THIRD-PARTY DEPENDENCIES

12.1 Services reliant on third-party platforms or infrastructure are subject to the terms and limitations imposed by those providers.

13. FORCE MAJEURE

13.1 The Company is not liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, cyber-attacks, or governmental actions.

14.  MISCELLANEOUS

14.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

14.2 This Agreement is not assignable, transferable or sublicensable by the Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent in connection with a sale of all or substantially all of the business of the Company to which this Agreement relates.  Any assignment in violation of this Agreement will be null and void.

14.3 This Agreement, the SOW (and the documents referenced therein) are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

14.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

14.5 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

14.6 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

9.7 This Agreement shall be governed by the laws of the State of New York, County of Monroe without regard to its conflict of law provisions.