This Service Agreement (the “Agreement”) by and between Service Recipient and Instant Info, LLC, D.B.A. CRE Cloud Solutions of 6505 W Park Blvd, Suite 190, Plano, Texas 75093 is made effective as of the date the first payment is made by the Service Recipient. In this Agreement, the party who is contracting to receive services will be referred to as “Service Recipient” and the party who will be providing the services will be referred to as “CRECS.”
Service Recipient may not access the CRECS Software as a Service (the “SaaS”) if Service Recipient is a direct competitor. Additionally, Service Recipient may not access the Software or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
1. DESCRIPTION OF SERVICES. Beginning on the day the first payment is made (the “Effective Date”), CRECS will provide to Service Recipient CRE Cloud Solutions’ SaaS. (collectively, the “Services”).
2. APPLICATION AND SITE PERFORMANCE: CRECS is not responsible for the performance degradation as a result of using 3rd party api’s (Application Program Interface), 3rd party plugin’s required by Service Recipient, and/or media file size created and uploaded through the CMS by Service Recipient.
3rd party APIs included in the CRE Cloud Solution SaaS include:
- Google Map API v3 (Auto latitude and longitude creation and the map interface)
- Google Webmaster Tools API for submitting sitemaps for SEO
- Facebook, Twitter, Linkedin, and YouTube APIs are used for the “Social Stream” on the home page
- Sendgrid email marketing API is used for the sending the emails
- Amazon S3 document and data storage
- Linode cloud hosting
- WordPress and 3rd party WordPress Plug-ins
All of these 3rd party enterprise APIs are supported by geo-redundant platforms, but CRECS does not control them so CRECS cannot guarantee them.
3. MAINTENANCE: Application and database maintenance are handled by CRECS through a development, staging and production deployment process. All production environment deploys will be tested in our staging environment. Production application deployments will be scheduled between the hours of 12:01 AM and 6:00 AM CST. CRECS will provide 5 days prior notice (via email notification) for any production server maintenance for virus scans and other O/S, application and database patches. Such production server maintenance will be scheduled between the hours of 12:01 AM and 6:00 AM CST. In the event emergency maintenance is required, CRECS will provide an email notification 2 hours prior to the maintenance being performed.
4. SUPPORT RESPONSE: CRECS is committed to rapid response of all Support Requests. All Severities will be captured and logged 24 hours per day, 7 days per week, 365 days per year basis via phone or email.
CRECS will promptly respond to each Support Request within the published Service Level, which can be found in Appendix A below. CRECS does not guarantee resolution time as that may vary on the nature of the problem. A resolution may consist of a fix, workaround or other solution CRECS and Service Recipient deem reasonable.
CRECS will provide continuous efforts (24x7x365) to resolve Severity 1 service availability issues until a workaround or resolution can be provided or until the incident can be downgraded to a lower severity.
5. PAYMENT FOR SERVICES. In exchange for the Services, Service Recipient will make monthly subscription payment plus tax due on the Effective Date (project start) and each subsequent payment will be due on the 1st day of each month thereafter until this Agreement is terminated in accordance with Paragraph 6 below. Service recipient will submit either an automatic monthly bank payment or submit a credit card for automatic monthly payments. If the monthly installment becomes greater than 30 days past due, the account shall be subject to a service hold. If the monthly installment becomes greater than 60 days past due the account shall be subject to termination.
6. TERM. This Agreement shall begin on the Effective Date and continue for a term of sixty (60) months (the “Termination”). During the Term, either party upon 30 days prior written notice to the other party may terminate this agreement.
Except to the extent (if any) otherwise provided in this Agreement, the term of this Agreement will be automatically extended for successive one-year periods (subject to the “Termination” sections above), on the same terms and conditions as in effect immediately prior to the then-current expiration date, unless either party gives the other notice of non-extension at least one month before the then-current expiration date.
The term of this Agreement will not be automatically extended if, at the then-current expiration of the term, Service Recipient is in material breach of this Agreement.
7. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed by CRECS in connection with the Services as well as the information the Work Product collects, generates or disseminates, will be the exclusive property of CRECS. Any and all data and content provided and generated in the CMS by Service Recipient, will be the exclusive property of Service Recipient. All of the Service Recipient content will be available to download in CSV through the CMS at any time. Upon request within a 24 hour period, CRECS can provide a database dump of all data. Upon request, Service Recipient or CRECS will execute all documents necessary to confirm or perfect the exclusive ownership of the other to the Work Product.
8. CONFIDENTIALITY. CRECS, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of CRECS, or divulge, disclose, or communicate in any manner, any information that is proprietary to Service Recipient. CRECS and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.
Upon termination of this Agreement, Service Recipient will be responsible for downloading and removing all data, records, notes, documentation and other items that were used, created, or controlled by CRECS, which are not Work Product of CRECS as described in Paragraph (8) above, during the term of this Agreement.
Service Recipient, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Recipient, or divulge, disclose, or communicate in any manner, any information, that is proprietary to CRECS. This shall not include the pricing of Services to Service Recipient.
9. WARRANTY. CRECS shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in CRECS’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to CRECS on similar projects.
10. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
12. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
13. AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
14. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Texas.
15. NOTICE. Any notice or communication required or permitted under this Agreement, except in the instance of failure to make payment, shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. In the instance of failure to make payment, a monthly statement via email or regular mail is sufficient notice.
CRECS Support Service Level Objectives
Critical (Severity 1): 4 hours or less 24×7 response
- Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available.
- Service is down or unavailable.
- A critical part of the Software as a Service infrastructure is unavailable or inaccessible, resulting in total disruption of work or critical business impact.
- Service crashes or hangs indefinitely causing unacceptable or indefinite delays for resources or response.
- Data corrupted or lost and must restore from backup.
- A critical documented feature / function is not available.
- Severity 1 issues identified by the customer not related to a service interruption / outage require the customer to have dedicated resources available to work on the issue on an ongoing basis, during contractual hours.
Major (Severity 2): 8 business hour response
- Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available.
- Service is operational but highly degraded performance to the point of major impact on usage.
- Important features of the Software as a Service offering are unavailable with no acceptable workaround; however, operations can continue in a restricted fashion. Access to a particular third-party application or service provider deemed noncritical is impacted.
Minor (Severity 3): 24 business hour response
- System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable.
- Service is operational but partially degraded for some or all customers, and an acceptable workaround or solution exists.
- Problem with non-critical feature or functionality.
Cosmetic (Severity 4): 48 business hour response
- Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users. Acceptable workaround available.
- Minor problem not impacting service functionality.
Minor problem or question that does not affect delivery of service.