PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH
THEM, YOU SHOULD NOT USE THE SimpleOFAC HOSTING SERVICE. YOUR USE OF THE SimpleOFAC
HOSTING SERVICE INDICATES YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.
This End-User License Agreement ("Agreement") is a legal contract between you -
"you" means either (a) an individual user or (b) a business organization ("You")
and SimpleOFAC Technologies("Licensor"). If you are a
business organization, use of the Service under this Agreement does not extend
automatically to any subsidiary or affiliate of yours unless Licensor has agreed
to that in writing. Subsidiaries/affiliates must obtain their own licenses for
the Service separately.
A. SERVICE DESCRIPTION:
Service License. Licensor hereby grants to you a nonexclusive, nontransferable
license to use the SimpleOFAC Hosting Service and related documentation
(the "Service") for your own internal purposes. You are acquiring a yearly (12 months)
License for the service, which may be renewed for 12 months at a time at your option.
Licensor retains all right, title, and interest in the Service.
B. SUPPORT AND MAINTENANCE:
Included with each of the SimpleOFAC Hosting Service licenses is 12 months of
remote (email or online support system) technical support if the service does
not operate according to the user documentation. Upgrades of the software
running the Service are performed by the Licensor as new versions of the
Software are released.
C. SERVICE LEVEL
1. SimpleOFAC Technologies agrees to maintain hosting services
availability of 99.95% of the total time per calendar year. In the event these
availability metrics are not met (other than down time due to the causes
listed), SimpleOFAC Technologies agrees to credit customers as set forth below.
2. Exclusions: This agreement to provide services and network up time does not include
down time caused by the following causes:
- Scheduled maintenance or upgrades, where adequate notice (at least 3 business days)
of such has been provided
- Any Customer circuits or equipment
- DNS or other Network issues outside the direct control of SimpleOFAC Technologies
- Outages elsewhere on the Internet that hinder access to your account
- Customer's applications (including, but not limited to Operating Systems, browsers)
- Acts or omissions of Customer
- Reasons of Force Majeure (including strike, fire, flood, delay in component supply,
equipment failure, governmental acts, orders or restrictions, or any other
reason where failure to perform is beyond the reasonable control and not
caused by the negligence of the non-performing party).
3. Credit Remedies: In the event the above service levels are not met due to
non-excluded causes, SimpleOFAC Technologies agrees to provide the following credits to a
Customer that reports the incident to SimpleOFAC Technologies within five (5) calendar days
of the date of the incident:
- Per incident of web server service downtime of fifteen (15) minutes or more
which exceed the downtime allowed by the above agreed upon up time, a
reporting Customer's account shall be credited an amount equal to two days
of such Customer's yearly SimpleOFAC Technologies charge.
- For the purpose of this Agreement an "incident" is a period of interruption
in the relevant service. An incident is deemed to begin at the time that
the service initially went down and to end at such time that the service
has been returned to stable, operational status. A brief return to
operational status as part of the repair process would not end an incident -
the incident is deemed to end only upon the successful return of the service
to stable, operational status.
4. Documentation: Customer must provide technical documentation of the outage,
such as trace route reports so we can view the routes taken to our network.
5. Backups: All data and uploaded files are backed up at least once every 24-hour
period. Backups are performed incrementally and all historical data can be retrieved
for at least up to 6 months. With the loss of backed up historical data, SimpleOFAC Technologies
agrees to credit the customer for twice the number of days lost, with an upper limit
set to half the total service cost over the last 6 months.
D. GENERAL TERMS:
THE FOLLOWING PROVISIONS APPLY TO ALL HOSTING SERVICE LICENSES:
1. License Restrictions. You may not (a) use the Service on behalf
of a third party in any consulting (paid or unpaid) arrangement,
(b) make the Service available for use by others in any service bureau,
or similar arrangement; (c) sublicense, transfer, or
lend the Service to any third party; or (d) disassemble or reverse
engineer the Software running on the Service.
3. Limited Warranty and Disclaimer of Warranty. Licensor warrants
that it has the right and authority to grant the rights described in
this Agreement. Licensor further warrants that the Service, as
provided, will substantially perform the functions described in the
documentation for a period of ninety (90) days from the date of
delivery (the "Warranty Period").
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensor does
not warrant that the Service will (a) achieve specific results, (b)
operate without interruption, or (c) be error free.
4. Limitation of Liability. If you report a problem in the Service
within the Warranty Period, Licensor will, at its option, undertake to
correct the problem, provide a reasonable workaround, or, if neither
remedy is possible, refund the license fees paid.
NEITHER LICENSOR NOR ITS LICENSOR, IF ANY, SHALL BE LIABLE FOR
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR
DAMAGE TO SYSTEMS OR DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES
HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES THAT
YOU HAVE PAID.
5. Termination. Your license may be terminated and accounts closed if
you fail to make payment or if you fail to comply with the terms of
this Agreement within ten (10) days after receipt of written (email or hard-copy)
notice of such failure. Upon the effective date of any termination,
you relinquish all rights granted under this Agreement.
Your license will be terminated and account closed if the yearly maintenance
invoice is not paid within 14 days over the due-date.
6. Company Name. Licensor may include your company name in a list of
Licensor customers.
7. Export Law Assurances. You will fully comply with all relevant
export laws and regulations, including but not limited to the U.S.
Export Administration Regulations and Executive Orders ("Export
Controls"). You warrant that you are not a person, company, or
destination restricted or prohibited by Export Controls ("Restricted
Person"). You will not, directly or indirectly, export, re-export,
divert, or transfer the Service any portion thereof or any
materials, items, or technology relating to Licensor's business
or related technical data, or any direct product thereof to any
Restricted Person.
8. General Terms. This agreement supersedes all prior representations
and proposals and it is intended to be the complete agreement between us
concerning your license for the Service. It may be modified only in
writing by both parties. You may not assign or transfer this license.
Failure to prosecute a party's rights will not constitute a waiver of
any other breach. All fees are in US Dollars and are non-refundable.
Fees are due within 30-days of the date of the invoice.
This Agreement shall be construed and enforced in accordance with the laws of the state of New York.
If any provision of this Agreement is found to be invalid, it will
be enforced to the extent permissible and the remainder of this
Agreement will remain in full effect. This Agreement has been written in the
English language. You waive any rights you may have under the law of
your country or province to have this Agreement written in any other
language.
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