AXIS12 DRUPAL IN A BOX ON THE CLOUD

Transcription

1 SERVICE LEVEL AGREEMENT AXIS12 DRUPAL IN A BOX ON THE CLOUD version 1.0 Page 1 of 6

2 This Axis12 Drupal in a box on the cloud Service Level Agreement ( SLA ) is a policy governing the use of the Axis12 Drupal in a box on the cloud service ( Axis12 Drupal in a box under the terms of the Axis12 Customer Agreement (the Axis12 Agreement ) between Axis12 Limited ( A12, us or we ) and users of A12 s services ( you ). This SLA applies separately to each account using Axis12 Drupal in a box. Unless otherwise provided herein, this SLA is subject to the terms of the Axis12 Agreement and capitalised terms will have the meaning specified in the Axis12 Agreement. We reserve the right to change the terms of this SLA in accordance with the Axis12 Agreement. 1.1 Service Commitment A12 will use commercially reasonable efforts to make Axis12 Drupal in a box available with a Monthly Uptime Percentage (defined below) of at least 99.8% during any monthly billing cycle (the Service Commitment ). In the event Axis12 Drupal in a box does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below. 1.2 Definitions Monthly Uptime Percentage is calculated by subtracting from 100% the time period that the Axis12 Drupal in a box service was not available during the monthly billing cycle. Service Credit is a dollar credit, calculated as set forth below, that we may credit back to an eligible Axis12 Drupal in a box account. 1.3 Licence Subject to your compliance with the terms and conditions of this Agreement, Axis12 grants you a non- exclusive, non- transferable, revocable license for you and your Users to access and use the Service solely for purposes of creating and managing web sites. A User shall mean you unless you are a corporate or similar entity, in which case a User shall mean any of your employees, consultants or independent contractors. This licence is restricted to use by you and your Users and does not include the right to permit any non- User to access or use the Service. 1.4 Use of the Service In order to use the Service, you are responsible at your own expense to access the Internet, either directly or through devices that access web- based content. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device. You agree that you will not copy, reproduce, alter, modify, or create derivative works of the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. This is an Agreement for services and access to the Service only, and you are not granted a licence to any software by this Agreement. Unauthorised use, resale or commercial exploitation of the Service in any way is expressly prohibited. Without A12 s express prior written consent in each instance, you shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of any of the Service or any software or data related to the Service or used to make the Service available to you. You shall take all measures necessary to ensure compliance by all of your Users who access and use the Service with these terms and conditions and shall be liable for any breach by such Users of such terms Page 2 of 6

3 and conditions. You are responsible for maintaining the security of your account, passwords and files. In addition, you agree that you will not (nor allow any other person or entity to): Interfere or attempt to interfere with the proper working of the Service, the servers or any activity being conducted on the servers. Use the Service other than in accordance with all applicable laws and regulations. A12 may, in its sole discretion, block any messages, remove any of your content or prohibit any use of the Service that it believes may be in violation of the foregoing. Use any software or intellectual property for which you do not have an appropriate licence. Post, transmit, facilitate, or link to (i) content that A12 determines constitutes pornography, or is sexually explicit, or adult in nature or (ii) illegal activities, including, without limitation, child pornography and libelous, defamatory or otherwise malicious information. Advocate or facilitate activities that (i) contain threats or incite violence towards individuals or entities, (ii) are harmful to any person or entity or (iii) are discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age. Impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity or indicate that you are an employee or representative of A12 or its affiliates for any purpose, including, without limitation, phishing or pharming. Post, upload or transmit any content or other material that is fraudulent or violates or infringes the rights of others, including material that violates privacy or publicity rights, or infringes copyright, trademark or other proprietary rights. Post, upload or transmit any information, software or other material that contains viruses, unauthorized data, malware, Trojan horses, spyware, worms or other harmful or corrupted components. Engage in or facilitate illegal export of any restricted or controlled items, including, without limitation, software, algorithms or data that is subject to export laws or regulations. If you violate the terms of the Service, A12 may suspend your user account and put your site(s) in maintenance mode until the violation is cured. The decision about whether an account or site is in violation of the terms is at the sole discretion of A Your Content As used herein, "content" means text, images, photos, audio, video, CSS, Javascript, and all other forms of data or communication. You alone are responsible for your content. You assume all risks associated with your content, including any person or entity's reliance on its accuracy, completeness or usefulness, or any disclosure by you of information in your content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use, and authorise the use of, your content as described herein. You may not imply that your content is in any way sponsored or endorsed by A12. You further understand that any content or materials that you post, upload or transfer in connection with the Service, will be made available to the public. You hereby grant A12, irrevocable, royalty- free, nonexclusive, sub licensable right and license to use, reproduce, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish your content solely in connection with making the Service available to you. You acknowledge that Page 3 of 6

4 A12 prohibits any content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded in connection with the Service. Accordingly, by adding or uploading content, you are warranting that you own all proprietary rights, including copyright, in and to the content with full power to grant the rights contemplated to be provided in the content. In addition, to the extent that the content contains images of people or persons, you represent and warrant that you have obtained permission from the people or persons to use their image on your website. You also warrant that where required by applicable law, you have also obtained a valid and binding release relating to any identifiable property contained in the content that might sensibly lead to the identity of or be required by the owner of such property to permit the uses of such content. 1.6 Uptime Subject to the terms and conditions of this Agreement, A12 shall use commercially reasonable efforts to provide the Service twenty- four (24) hours a day, seven (7) days a week throughout the term of your subscription to the Service. You acknowledge and agree, however, that from time to time the Service may be inaccessible or inoperable for various reasons, including, without limitation, (i) periodic maintenance procedures or repairs which A12 may undertake from time to time; (ii) equipment malfunctions; and (iii) causes beyond the control of A12, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively Downtime ). 1.7 Warranty The service is provided to you as is. You acknowledge and agree that all warranties, whether express, implied or statutory, and all obligations and representations as to performance, including all warranties which might arise from course of dealing or custom or trade and including all implied warranties of merchantability, fitness for a particular purpose and non- infringement are hereby expressly excluded and disclaimed by A12. A12 does not warrant that your use of the service will be uninterrupted or error free. 1.8 Limitation of Liability To the maximum extent permitted by applicable law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall A12 or any of its underlying service providers, suppliers, licensors, officers, directors, employees, distributors or agents be liable to you, your users or any other person or entity for any indirect, special, incidental, cover, reliance or consequential damages, even if advised of the possibility of such damages, or for any claim by any other party. To the maximum extent permitted by applicable law, regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), the maximum aggregate liability of A12 to you arising in connection with this agreement or the service shall be limited to the amount you paid A12 for the service in the three (3) months immediately prior to the accrual of the applicable claim. You agree that A12 has set its pricing in reliance on the exclusions and limitations of liability set forth in this agreement, and that such limitations shall apply notwithstanding that any limited remedy shall fail its essential purpose. 1.9 Modifications of Terms Page 4 of 6

5 A12 shall have the right to modify the terms and conditions of this Agreement at any time, which modification shall be effective immediately upon posting to the Service (provided that it is not A12 s intent that such modifications substantially affect the license rights granted to you in this Agreement and for which consideration was paid by you) Fees Your use of the Service will be subject to monthly or annual subscription fees in accordance with the fee schedule. A12 reserves the right to change the payment terms and Fees Schedule upon thirty (30) days prior notice to you (provided that such changes will not go into effect for you until the end of your then current subscription term). At the end of your monthly or annual subscription term, your subscription will automatically renew at the current prevailing price indefinitely unless you elect not to renew your subscription as further described below. Until your subscription to the Service is terminated, you acknowledge and understand that A12 will continue to charge you for the Service regardless of whether the Service is used or not. In addition to the foregoing, you acknowledge and agree to the following: Canceling Your Plan. You may elect not to renew your subscription to the Service by notifying A12 at least 15 days prior to the start of your next billing period. Accordingly, for monthly subscription plans you may elect not to renew such subscription by notifying A12 at least 15 days prior to the start of your next monthly billing period and for annual subscription plans you may elect not to renew such subscription by notifying A12 at least 15 days prior to the start of your next annual billing period. Refunds. A12 will not issue cash refunds for monthly or yearly subscription cancellations Service Credits Service Credits are calculated as a percentage of the total charges paid by you for Axis12 Drupal in a box for the billing cycle in which the outage occurred in accordance with the schedule below. We will apply any Service Credits only against future Axis12 Drupal in a box payments otherwise due from you; provided that, we may issue the Service Credit to the credit card that you used to pay for Axis12 Drupal in a box for the billing cycle in which the error occurred. Service Credits shall not entitle you to any refund or other payment from A12. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Axis12 Agreement, your sole and exclusive remedy for any unavailability or non- performance of Page 5 of 6

6 Axis12 Drupal in a box or other failure by us to provide Axis12 Drupal in a box is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA or termination of your use of Axis12 Drupal in a box Credit Request and Payment Procedures To receive a Service Credit, you must submit a request by sending an e- mail message to [email protected]. To be eligible, the credit request must (i) include your account name in the subject of the e- mail message (the account name can be found by logging into your account); (ii) include, in the body of the e- mail, the dates and times of each outage incident that you claim to have experienced; (iii) include any documentation that corroborates your claimed outage (any confidential or sensitive information in these documents should be removed or replaced with asterisks); and (iv) be received by us within ten (10) business days after the end of the billing cycle in which the outages occurred. If the Monthly Uptime Percentage applicable to the month of such request is confirmed by us and is less than 99.8%, then we will issue the Service Credit to you within one billing cycle following the month in which the error occurred. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit Axis12 Drupal in a box SLA Exclusions The Service Commitment does not apply to any unavailability, suspension or termination of Axis12 Drupal in a box, or any other Axis12 Drupal in a box performance issues: (i) that result from a suspension described in Section 6.1 of the Axis12 Agreement; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Axis12 Drupal in a box; (iii) that result from any actions or inactions of you or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (v) arising from our suspension and termination of your right to use Axis12 Drupal in a box in accordance with the Axis12 Agreement (collectively, the Axis12 Drupal in a box SLA Exclusions ). If availability is impacted by factors other than those outlined above, we may issue a Service Credit considering such factors in our sole discretion. Page 6 of 6