Hosted Service Level Agreement

Download the agreement in pdf format

This Agreement is between EnterpriseWizard, Inc, ("Provider") whose principal place of business is 654 Bair Island Road, Suite 300, Redwood City, CA 94063 and ____________________________________________, (Customer).

This Agreement gives each party certain rights and responsibilities. Please read this Agreement carefully.

1. Definitions

Agreement - the terms and conditions in this EnterpriseWizard Hosted Service Level Agreement;

Hosted Service - Provider's EnterpriseWizard hosted service provided to Customer and consisting of software license, single knowledgebase, and user documentation, all of which are proprietary to Provider;

Hosted Server - the server on which the Hosted Service and EnterpriseWizard KB is located;

Shared Server - a server on which more than one customer's KB is hosted;

Dedicated Server - a server dedicated to the hosting of a single customer's KB(s);

Proprietary Information - the proprietary data of Provider that is made available as part of the Hosted Service;

Customer Data - all data created or submitted by Customer and/or Customer's Users and held in Customer's KB;

Staff User - any person who has express or implied authorization from Customer to access the Service through the staff interface;

End User - any person who has express or implied authorization from Customer to access the Service as a member of an End User group, through the end user interface;

Users - staff users and end users collectively;

KB - the EnterpriseWizard knowledgebase and associated data, tables, and login pages that are created for customer's use as part of the Hosted Service.

Attachment A - the attachment to this Agreement which describes the payment and fees for the service to which Customer is subscribing;

2. License Grant and Use Restrictions

Subject to the terms and conditions of this Agreement, Provider grants Customer and each User a limited, non-exclusive, non-sublicensable, non-transferable license to use and to electronically access the proprietary software that is a part of the Hosted Service, only in conjunction with the Hosted Service and in accordance with this Agreement and any specific additional agreement, which we may require you to accept prior to granting access to specific portions of the Hosted Service. Customer is prohibited from and shall not condone or assist any User in modifying, translating, decompiling, disassembling or reverse engineering or otherwise attempting to determine the source code for the operation of the Hosted Service, or creating derivative works based on the Hosted Service or any part of the Hosted Service or Proprietary Information. For purposes of this Agreement, "reverse engineering" shall mean the examination or analysis of the Hosted Service or Proprietary Information to determine its source code, sequence, structure, organization, internal design, algorithms or encryption devices, and "Proprietary Information" shall mean all data, material, text, photographs, music, video, software, sound, graphics, other information or materials or portions thereof that are built into the default Hosted Service KB.

In no event shall Customer use the Hosted Service or Proprietary Information to provide services similar to the Hosted Service in competition with Provider. In order to protect Provider's confidential information and trade secrets, Customer shall not develop, provide, sell, rent, or resell any product or service which competes with the Hosted Service, or create or implement any such product or service for the purpose of competing with the Hosted Service provided hereunder while this Agreement is in effect and for a period of one (1) year following termination of this Agreement.

The number of staff users and end users who may access the Hosted Service under individual logins is specified in Attachment A.

3. Internet Access

In order to access and use the Hosted Service, Customer must obtain access to the Internet, either directly or through devices that access Web-based content, and pay any service fees associated with such access. In addition, Customer must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device.

4. Ownership and Storage Size of Data and Custom Scripts on a Shared Server

All data created by Customer or Customer's Users in Customer's EnterpriseWizard KB is fully owned by Customer. Customer may export all or part of its data at any time to store it locally or create backup copies.

On a Shared Server, Customer's data may reach a maximum storage size of 100 MB per licensed staff user with no extra charge. The storage size is based on the compressed nightly backup file rather than the actual space of the live KB. Typical customer backups of KBs with thousands of records may be around 100MB in size. The size may be greatly increased if numerous large files (bmp files, other graphic files, etc.) are attached to tickets. If Customer requires additional storage space, it will be provided at an additional cost of $50 / 500 MB/month. On a Dedicated Server, Customer's data may reach a maximum storage size of 200 MB per licensed staff user with no extra charge.

On a Shared Server, if Customer wishes to add custom programming scripts to its KB, such scripts must be approved by Provider as non-damaging to the Hosted system prior to uploading, and if Customer has not contracted with Provider to write the scripts, after one free upload, there may be a $50 charge for reviewing and uploading each script. Customer is fully responsible for any scripts that Provider has not written, and troubleshooting, revising, and testing Customer-written scripts is not included in the standard hosted service support contract. Any custom script writing, testing, or troubleshooting will be done by Provider at Customer's request at Provider's normal hourly consulting rate. On a Dedicated Server, Customer may request sftp access to the server so it can upload and download its own custom scripts as needed.

5. Customer Conduct

A. Customer is responsible for all activity relating to or arising from its EnterpriseWizard KB.

B. Customer agrees not to knowingly use the Hosted Service or any facilities provided to the Customer in connection with the Hosted Service to:

6. Cancellations and Termination

The Agreement shall continue in effect with automatic renewal and billing for the same term as the term specified in the latest version of Attachment A, unless:

Termination notification by Customer must be in writing and delivered by hand, or by mail, return receipt requested, to EnterpriseWizard, Inc, 654 Bair Island Road, Suite 300, Redwood City, CA 94063. Sections 2, 5, 6, 7, 9, 10, 11, and 12 shall survive any termination or expiration of this Agreement. Termination by Provider under provisions (b) or (c) and by Customer under provision (f) or (g) will be immediate.

In the event of Service termination under subsections (a) or (d), Provider shall reimburse Customer for any pro-rata portion of fees (after disallowing any discount offered for a long term contract) paid in advance for any period that succeeds the 30 day notice period. If termination occurs under section (e), Provider will reimburse customer for the pro-rata portion of fees paid in advance as of the date of Notice.

If termination occurs under provision (f), Customer will receive a credit towards the purchase price of all fees for service not yet provided and of the fees for the preceding 30 days of hosted service. The date used for calculation of the preceding 30 days will be the date upon which a Purchase Order or payment is received for the purchase of the Product.

7. Fees and Payment Requirements

Customer agrees to pay the fees stated in the current or any renewal Attachment A within 30 days of receipt of invoice or immediately if payment is made by credit card. All invoices which are not paid in full within 30 days of receipt will incur a late charge of 1.5% per month (18% annum). Failure to pay invoices within 60 days may result in immediate termination of service under section 6 c above. If Customer defaults on payment, Customer agrees to pay Provider for all collection expenses, including attorney and collection agency fees.

Any future price increases for service will be documented in a new Attachment A and will never apply to any billing period that has been prepaid.

8. Satisfaction Guarantee

If Customer is not fully satisfied with the Hosted Service, Customer may cancel such service within the first 90 days of the commencement of the service and receive reimbursement for any monthly service and consulting charges paid.

9. Limited Warranty

10. Limitation Of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, PROVIDER'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR 2 (TWO) MONTHS OF THE HOSTED SERVICE OR U.S.$5.00; BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. Protection of Confidential or Proprietary Software and Information

Customer acknowledges that the Hosted Service made available to Customer by Provider constitutes copyrighted or proprietary property of substantial value to Provider. Customer agrees to take reasonable security measures to prevent the unauthorized duplication, distribution, or use of the software and Proprietary Information, and in no event shall such measures be less than Customer uses to protect its own proprietary information. In addition, Customer agrees to honor and comply with reasonable requests submitted by Provider in order to protect their respective rights in the Hosted Service.

12. Indemnification by Customer

Customer shall indemnify and defend Provider and hold it harmless from and against any loss, damage, or expense, including reasonable attorneys' fees, arising out of (i) claims by third parties relating to Proprietary Information or analysis provided to third parties by Customer from Customer's use of the Hosted Service (unless such use is due to Provider's gross negligence and/or willful misconduct), or (ii) unauthorized use of the Hosted Service by Customer as described in Section 2 and 5 and/or the failure of Customer to meet any of it obligations as described in Section 5 and 11.

13. Obligations of Provider

Provider will host Customer's EnterpriseWizard KB on a server with a minimum configuration of a quad-core Intel processor with 8GB ECC RAM, co-located at the world class Santa Clara facility of Bay Area Internet Solutions. Details of the hosted facilities are provided at www.bayarea.net. Provider may choose to relocate the Hosted Server at some later date. If such relocation becomes necessary, Customer will be notified at least 30 days in advance, and will have the right to cancel service or choose from all locations currently used for Provider Hosted Servers.

Provider will regularly install upgrades of EnterpriseWizard to the Hosted Servers as soon as they become generally available, so that Customer receives the benefit of all enhancements and improvements to the product. Provider will notify Customer by email of any upgrades that affect the program functionality.

Provider guarantees 99.9% uptime of the Hosted Server, except during maintenance and upgrades, which will be performed, when necessary, between 9pm and 4am on weekends. In any month that uptime outside these maintenance periods is less than 99.9%, Customer may request a credit of 50%. If uptime is less than 99.5%, Customer may request a full refund for that month's fee. To receive these credits, Customer must send a request by e-mail within 5 business days of the end of the month to ; or send written notice to Provider in the manner set out in section 15(b). Repetitive failure to achieve the above server uptime shall be deemed a material breach for which Customer may terminate this Agreement with no penalty or liability.

Provider will perform regular nightly backups of Customer data and will store these backups on two different servers.

Customers are given full administrative access to their KB and, after the initial setup by Provider, are responsible for customizing and maintaining their own KB. Customers on a Dedicated Server may also request sftp access to the server.

14. Customer Support

Provider shall provide product support to Customer consistent with its standard support contract, which is described at http://www.EnterpriseWizard.com/supplans.htm. Provider will respond to Customer's telephone inquiries regarding the Hosted Service during normal business hours, 8:00am to 8:00pm EST. (Note: hours may vary in countries outside the US, where Provider or its authorized designee may provide local telephone support).

Customer will be provided with a login and password to Provider's support knowledgebase and may submit questions and search for answers at the Provider website 24 hours a day, 7 days a week, at http://www.EnterpriseWizard.com/support_login.htm. Customer will be notified via email when resolution is made.

Customer may request access to a pager number solely for reporting server or KB outages 24 hours a day, 7 days a week. Any calls made to the pager after business hours when an actual server or KB outage did not occur will be billed to the Customer at a rate of $200 per incident in the next billing period. Should Customer require a higher level of service, the Premium Service Contract may be purchased at additional cost, the fees and provisions of which are described at http://www.EnterpriseWizard.com/supplans.htm.

15. General

Customer	EnterpriseWizard
Company: ________________________
Signature: ________________________	Signature: __________________________
Name: ___________________________ (please print)	Name: ______________________________
Title: ____________________________	Title: _______________________________
Date: ___________________________	Date: ______________________________