ProSuite Cloud terms and conditions

MainSpring

MainSpring’s normal working hours for the purpose of this agreement are 7:00 a.m. to 7:00 p.m., Monday through Friday.

In consultation with client, MainSpring will perform the following services:

Set-up services

MainSpring shall setup the Client’s ProSuite Cloud environment with Client’s software applications (“Client Applications”), any necessary installation and configuration media for the Client Applications (“Client Owned Media”), as well as all available documentation for the installation, configuration and support of the client applications (“Client Documentation”) listed in the Technical Profile Forms forwarded to Client by MainSpring for Client’s completion. All work performed shall be in accordance with Client’s specification for the number of Client Seats as set forth in the Schedule A attached hereto and incorporated herein.

ProSuite Cloud

The set-up services will result in allowing Client non-exclusive electronic access to MainSpring’s digital information processing, transmission and storage system (“ProSuite Cloud”) located at the computer facilities operated by MainSpring or one of its Partners. MainSpring shall authorize connection to its ProSuite Cloud via a unique user name, password and/or other access credentials that MainSpring grants to Client, for Client access to either the ProSuite Cloud or ProSuite Cloud + Station from a Client computer or other network device. Client must designate Authorized Users (employees, agents or other persons) permitted to use Client’s account as designated by Client. Adds or deletion of users will be conducted by filling out the web form at gomainspring.com. MainSpring will initially host the number of ProSuite Cloud Stations and storage as set forth in the Schedule A.

Delivery of materials

At the time specified in the Technical Profile, Client will deliver to MainSpring the Client Owned Media and Client Documentation required in order for MainSpring to install and configure the Client Applications. MainSpring will supply to Client any user instructions or installation media required to access the MainSpring System.

Proof of Licenses

At the time specified in the Set-Up Forms, Client must supply proof of all required licenses for the Client Applications, including, but not limited to, all necessary Client access licenses and serial numbers needed to support the Client Applications and copies of the Client’s license certificates and agreements for the same, including any licensing codes and/or unlocking codes. Client acknowledges that it will remain in compliance with all software licenses for the Client Applications managed by MainSpring. Client assumes responsibility for any and all changes to its local systems for the purposes of maintaining its Client Applications license compliance specifically including but not limited to, costs for removing copies of Client software Applications which must be removed from Client owned systems in order to maintain compliance with Client’s software license agreements.

Bandwidth

At the time specified in the Set-Up Forms, Client agrees that it has or will acquire the necessary internet bandwidth to access and operate MainSpring’ Cloud Services. MainSpring recommends a minimum 150KB per end user of internet bandwidth.

Term/termination

This Agreement shall be in effect for a one (1) year term and automatically renewed for subsequent one (1) year terms commencing on the one (1) year anniversary of the Effective Date. Client may terminate the contract at any time during the first year with a written sixty (60) day notice of cancellation. MainSpring will provide transitional support for thirty (30) days. After the first year, the contract may be terminated at any time with a written thirty (30) day notice of cancellation. MainSpring may terminate this agreement upon thirty (30) days written notice to the Client. Upon cancellation all MainSpring provided equipment must be returned. Failure to return MainSpring’s equipment in a timely manner will result in charges, to cover the cost associated to replacing the unreturned equipment. Client agrees to pay such charges whether the equipment is unreturned, lost, stolen or destroyed. Either party may terminate this agreement immediately if the other party becomes insolvent, or bankrupt, liquidated or dissolved, or ceases substantially all of its business. Neither party shall be liable for damages resulting from a termination of this agreement as provided for herein.

Fees

Fees will be calculated based upon the information provided in SCHEDULE A. Fees are billed monthly, in advance and commencing on the Effective Date; if Effective Date is other than 1st of the month, prorated fees for initial month and next month will be billed in advance. A finance charge of 1.5% per month (18% per year) late payment fee will be assessed on any unpaid balance remaining after due date. Fees stated in this Contract are subject to increase each year. MainSpring reserves the right to refuse or suspend service under this Agreement in the event Client has failed to keep the account current. MainSpring reserves the right to increase the contract up to 3% per year.

Representation and warranties

Each party represents and warrants to the other that (i) it has all necessary authority to enter into and perform its obligations under this agreement without the consent of any third party, and (ii) that it shall comply in all material respects with all laws applicable to the performance of the Services. THE PARTIES HERETO MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.

Assignment

MainSpring may assign this Agreement to an affiliate or third party without the prior consent of Client.

Confidential Information

MainSpring will keep all client information confidential.

Non-Solicitation

The Client hereby agrees not to solicit, recruit, hire or otherwise to retain the services of any MainSpring employee except through MainSpring. Should the Client do so, as compensation for the cost to MainSpring of its investment in and/or training of and/or loss of services of the said employee, the Client agrees to pay the Company a sum equal to one year’s maximum billable revenue for such employee.

Maintenance

MainSpring reserves the right to conduct after hours/weekend maintenance to ensure optimal performance. MainSpring will notify official users of any planned downtime at least two weeks prior to the scheduled maintenance.

Force Majeure

MainSpring shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any event beyond such party’s reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, or power failure.

Indemnification

MainSpring hereby agrees to indemnify and hold Client harmless from all claims, losses, and liabilities (including reasonable attorney’s fees) arising from any claim or suit brought against Client by a third party based on Client’s use of the Services rendered by MainSpring under this Agreement, but only to the extent such claims, losses and liabilities (i) relate directly to MainSpring’s fraud, gross negligence, willful misconduct, or breach of this Agreement in performing such Services and (ii) are not attributable [in whole or in part] to the fraud, gross negligence, willful misconduct, or breach of this Agreement by Client. This paragraph sets forth MainSpring’s sole liability and entire obligation and the Client’s exclusive remedy for any action that is brought against MainSpring.

IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, THE PERFORMANCE OR NONPERFORMANCE BY EITHER PARTY OF ITS OBLIGATIONS HEREUNDER AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Client Responsibilities

Complete Agreement

This agreement, including the selections on the SCHEDULE A, shall constitute the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements with respect to same.

Backup Scheduling

Operations policy is that snapshots are taken at 4 hour intervals. The last snapshot of the business day is copied to an alternate data center as a system backup. If this schedule does is not sufficient for the client backup policy, a VPS with custom scheduling can be quoted and implemented.

Retention of backups is:

Microsoft Office 365 Terms

Due to the constraints of the Microsoft Office Licensing, MainSpring is not able to subtract the Office 365 seats on a monthly basis. A yearly audit, based on when the last seat was purchased, will be performed and the cost of the remaining year will be assumed by Client. When additional seats are added to ProSuite Cloud or single email boxes added to Microsoft Office 365, the entire Microsoft office agreement renews on that date.

EXAMPLE: 50 seats of ProSuite Cloud are purchased. The client has the right to use 50 licenses of Microsoft Office 365. The next month the client moves from 50 seats of ProSuite Cloud to 45 seats, the price will be reduced by the ProSuite Cloud price MINUS the cost of Microsoft Office 365 required to finish out the year. The year is calculated on the last date that Microsoft Office 365 was added to the account.

OPTIONAL ProSuite 24/7 Coverage

This coverage will provide unlimited access to the Support Centre for end user issues and emergency reporting and troubleshooting.

Monitoring and Answering Service

Times available: 7:01 p.m. to 6:59 a.m., M, T, W, Th, 7:01 p.m. Friday to 6:59 a.m. Monday

Functions include:

OPTIONAL ProSuite 24/7 automatic remediation

This coverage will provide unlimited access to the Support Centre for emergency reporting and troubleshooting of Automated System Alerts:

Functions include: