Terms of Service Agreement
Last Updated: 23 / 11 / 2023
This Terms of Service Agreement (the "Agreement") is entered into by and between the end user ("User" or "You") and [Your Company Name], a provider of software and managed services (referred to as "Company" or "We"). This Agreement governs the use of the platform (referred to as "the Platform") software and managed services provided by Company.
1. Definitions
1.1 "Platform" refers to the software and associated services offered by Company, as described in this Agreement.
1.2 "Services" refers to the Platform software and managed services offered by Company as described in this Agreement.
1.3 "User Data Center" refers to the physical location where the Services are deployed, owned, and operated by the User.
2. Services
2.1 Software License: Company grants the User a non-exclusive, non-transferable license to use the Platform software solely for the purpose of operating and managing cloud infrastructure within the User Data Center.
2.2 Managed Services: Company will provide managed services for the Platform, including but not limited to installation, configuration, monitoring, and support, as specified in the service plan selected by the User.
2.3 Service Delivery: The Services will be delivered within the User Data Center, and the responsibility for the physical security, power, and environmental conditions within the User Data Center lies with the User.
3. User Responsibilities
3.1 Access and Cooperation: User shall provide Company with necessary access to the User Data Center and cooperate in the installation, configuration, and maintenance of the Services.
3.2 Compliance: User agrees to comply with all applicable laws and regulations related to the use of the Services.
4. Support and Maintenance
4.1 Support: Company will provide support for the Services during the term of this Agreement as per the selected service plan.
4.2 Maintenance: Company will perform necessary maintenance activities, including updates and patches, to ensure the proper functioning of the Services.
5. Fees and Payment
5.1 Fees: User agrees to pay the fees associated with the selected service plan as outlined in the pricing agreement.
5.2 Payment: Payment shall be made in accordance with the billing terms specified in the invoice provided by Company.
6. Term and Termination
6.1 Term: The initial term of this Agreement shall commence on the effective date and continue for the period specified in the service plan. The Agreement may be renewed upon mutual agreement.
6.2 Termination: Either party may terminate this Agreement with written notice if the other party breaches any material term and fails to cure such breach within 30 days of receiving notice.
7. Confidentiality
7.1 Confidential Information: Both parties agree to keep confidential any proprietary or confidential information disclosed by the other party during the term of this Agreement.
8. Limitation of Liability
8.1 Exclusion of Consequential Damages: In no event shall either party be liable for any consequential, incidental, indirect, special, or punitive damages.
9. Governing Law
9.1 Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada.
10. Miscellaneous
10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations.
10.2 Amendments: Any amendments to this Agreement must be made in writing and posted on the Company's website.
10.3 Master Services Agreement: This is a general Terms of Service Agreement. In the event that a Master Services Agreement is executed between the parties, the terms of the Master Services Agreement will supersede and govern over this Agreement.
By using the Services, the User acknowledges and agrees to be bound by the terms and conditions of this Agreement.