Serverless Print Infrastructure Services Agreement

Terms and Conditions

 

1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, Hub Technology Group Inc. (HubTGI) grants a limited, revocable, royalty-free, nonexclusive, nontransferable, worldwide license to install and use the Services and will use commercially reasonable efforts to provide You the Services in accordance with the Service Level Terms hereby stated:

The Services shall be available 97.5%, measured monthly, excluding holidays and weekends and scheduled maintenance. If you request maintenance during excluded holidays, weekends, or days designated for scheduled maintenance, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Hub Technology Group Inc. (HubTGI) control will also be excluded from any such calculation. HubTGI blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of HubTGI to provide adequate service levels under this Agreement. All support inquiries shall be made directly to hubAI@hubtgi.com. Our order entry process may take 1 to 2 business days from the date the order form is executed and the onboarding process may take 3 to 4 business days.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by HubTGI and Partners or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Further, you may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 You represent, covenant, and warrant that you will use the Services only in compliance with the Services specifications as provided by HubTGI and partners. The Acceptable Use Policy attached hereto as Exhibit A (the “Policy”), and all applicable laws and regulations. You hereby agree to indemnify and hold harmless HubTGI and Partners against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although HubTGI and Partners have no obligation to monitor your use of the Services, HubTGI and Partners may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including, but not limited to, administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent. All data will only be available for all active customers for a maximum of 2 years and all data for terminated customers will be deleted upon termination of the contract.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of HubTGI and Parters includes non-public information regarding features, functionality and performance of the Service.  Your proprietary information includes non-public data provided by you to HubTGI to enable the provision of the Services (“Your Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 You shall own all right, title and interest in and to your Data. HubTGI shall own and retain all right, title and interest in and to (a) any data that is based on or derived from your Data and provided to you as part of the Services (b) the Services and Software, all improvements, enhancements or modifications thereto, (c) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (d) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, HubTGI and Partners shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning your Data and data derived therefrom), and  HubTGI and Partners will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other HubTGI and Partners offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. PAYMENT OF FEES

4.1 Upon purchase, you will pay HubTGI the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”).  Any additional services exceeding the Service Capacity set forth in the Order Form may be purchased at any time and shall fall within the Initial Service Term or the then-current renewal term and will be billed pro rata accordingly.

4.2 Printers may be added at the above mentioned “Monthly Licence Fee Per Printer;” rate at any time. Printers may also be removed from the service, however if there is a decrease in the number of printers is more than 25% of the amount indicated above (# of Printers:), Hub Technology Group Inc. reserves the right to increase the “Monthly Licence Fee Per Printer:”

4.3 After 12 consecutive months of service Hub Technology Group Inc. may apply a maximum 5% escalator to the per “Monthly Licence Fee Per Printer: ” without prior notice.

4.4 Billing will commence at the start of the onboarding process.

5. TERM AND TERMINATION

5.1 This authority is to remain in effect until Hub Technology Group Inc. has received written notification from me/us of its change or termination. This notification must be received at least 60 days before the next debit is scheduled at the address provided to earlier termination. This Agreement is for the Initial Service Term as specified in the Order Form,  and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (60) days prior to the end of the then-current term.

6. DATA PROTECTION

6.1 Each party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with the provisions of General Data Protection Regulations (“Directive”) to the extent it applies to each of them.

6.2 For the purpose of this clause ‘data controller’, ‘data processor’, ‘data subject’, ‘Information Commissioner’, ‘personal data’ and ‘processing’ shall have the meanings given to them in the Directive.

6.3 The Parties agree that you are the data controller in respect of any personal data that HubTGI and Partners processes in the course of providing services for you (other than business contact data processed by HubTGI and Partners to allow it to manage your account), and that HubTGI and Partners are the data processor of said personal data.

6.4 Further, the Parties agree that you are the Data Exporter and HubTGI and Partners is the Data Importer as defined within the standard contractual clauses as amended and set forth in Exhibit C below, and the Parties agree to the terms and conditions of said standard contractual clauses.

7. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by you except with HubTGI prior written consent.  HubTGI may transfer and assign any of its rights and obligations under this Agreement with written notice to you.  This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind HubTGI in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.

All notices under this Agreement will be in writing and will be deemed to have been duly given (a) if personally delivered, when received; or (b) if transmitted by facsimile or email, when receipt is electronically confirmed; or (c) if sent for next day delivery, the day after it is sent by recognized overnight delivery service; or (d) if sent by certified or registered mail, return receipt requested, upon receipt.  This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

 

EXHIBIT A

Acceptable Use Policy

This ACCEPTABLE USE POLICY (“AUP”) describes acceptable use of and access to the Services offered by PrinterLogic. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AUP. If you violate this AUP or authorize or help others to do so, PrinterLogic may suspend or terminate your use of the Services in accordance with the terms of the SaaS Service Agreement. Unless otherwise defined herein, all capitalized terms used within this AUP have the same meaning as ascribed to such terms in the SaaS Service Agreement.

PROHIBITED USE AND CONTENT. You may not upload Content or use the Services in a manner that PrinterLogic believes:

  1. Commits or encourages fraudulent or other illegal activities in violation of any applicable laws, international laws or treaties, regulations, legal agreements or PrinterLogic’s published policies;
  2. Use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable;
  3. Violates or otherwise encroaches on the rights of others, including, but not limited to, infringing or misappropriating any intellectual property or proprietary right of another;
  4. Impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  5. Modifies, alters, tampers with, repairs, or otherwise creates derivative works of any software included in the Services;
  6. Reverse engineers, disassembles, or decompiles the Services or software included in the Services;
  7. Accesses or uses the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;
  8. Disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security of Services;
  9. Uses any high volume automated means (including robots, spiders, scripts or similar data gathering or extraction methods) to access the Services or any other accounts, computer systems, or networks connected to the Services (each a “System”);
  10. Attempts to gain unauthorized access to any portion of the Services or any System, whether through hacking, password mining, or any other means;
  11. Violates the security or integrity of a System, including, but not limited to:

o Accessing or using any System without permission, including attempts to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System;

o Monitoring data or traffic on a System without permission;

o Forging packet or email headers, or any part of a message describing its origin or route;

o Uploading Content that contains viruses, worms, corrupt files, Trojan horses, or other forms of corruptive code, or any other content that may compromise the Services; or

o Hacking, destabilizing, or adapting the Services, or altering another website to falsely imply it is affiliated with the Services;

  1. Connects to any users, hosts, or networks where you do not have permission to communicate with such users, hosts, or networks, including, but not limited to:

o Monitoring or crawling a System so that such System is impaired or disrupted;

o Conducting denial of service attacks;

o Intentionally interfering with the proper functioning of any System, including any deliberate attempt to overload a system by any means;

o Operating network services like open proxies, open mail relays, or open recursive domain name servers; or

o Using means (manual or electronic) to avoid any use limitations placed on a System, such as access and storage restrictions;

  1. Distributes, publishes, sends, or facilitates unsolicited mass e-mailings, promotions, advertising, or solicitations, including commercial advertising and informational announcements;
  2. Alter, forge, or obscure mail headers or assume a sender’s identity without the sender’s express permission, nor collect replies to messages sent from another internet service provider if those messages violate this Policy of the acceptable use policy of that provider.

PrinterLogic has the sole discretion to determine whether Content or your use of the Services is prohibited. All Content that is provided to PrinterLogic or actions that are performed via your account, whether provided or performed by your employees, your contractors, or you and your end users, are the sole responsibility of you.

MONITORING AND ENFORCEMENT.

While not obligated to perform investigations, in accordance with the terms of the you Agreement, PrinterLogic may:

  1. Investigate violations of this AUP or misuse of the Services;
  2. Investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity;
  3. Remove, disable access to, or modify any Content or resource that PrinterLogic believes violates this AUP or any other agreement PrinterLogic has with you for use of the Services; or
  4. Suspend or terminate provision of Services to you for uses that violate this AUP or any other agreement PrinterLogic has with you for use of the Services. PrinterLogic may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. PrinterLogic’s reporting may include disclosing any appropriate information belonging to you. PrinterLogic also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this AUP.

REPORT VIOLATIONS.

You can report abuse of this AUP to support@printercloud.com.

MODIFICATIONS TO THE AUP.

PrinterLogic may, in its sole and absolute discretion, modify this AUP from time to time. PrinterLogic will post notice of such changes on your PrinterLogic cloud control panel or as provided in the Customer Agreement. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.