1. Agreement FastFund Online is an online accounting and fund raising management service (Service) designed especially for nonprofit organizations. These Terms of Service are intended to explain Araize’s obligations as a service provider and your organization’s obligations as a customer. Please read them carefully.
These Terms are binding on any use of the Service and apply to Your Organization from the time that Araize provides Your Organization with access to the Service.
By registering to use the Service you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person or agent for your organization who are using the Service. Your Organization, employees and agents are deemed to have agreed to these Terms.
2. Terms of Service. This Agreement sets forth the terms and conditions under which Araize agrees to license certain hosted “software as a service” and provide all other services, data import / export, monitoring, support, backup and recovery, change management and software upgrades necessary for Customer’s productive use of such software (the “Services”), as further set forth on an Exhibit A attached hereto. The Agreement and Exhibit A shall remain in effect unless terminated as provided herein.
Customer acknowledges and agrees to the following terms of service entered into between Customer and Araize, shall govern Customer’s access and use of the Services set forth in this Agreement. In addition, Customer agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service, and/or any new services subsequently procured by the Customer in addition to the Services listed in Exhibit A will be subject to this Agreement.
2.1 Customer Must Have Internet Access: DSL, cable or another high speed Internet connection is required for the proper transmission of the Service. Customer is responsible for procuring and maintaining the network connections that connect the Customer network to the Service, including but not limited to, “browser” software that supports protocol used by Araize, including Secure Socket Layer (SSL) protocol or other protocols accepted by Araize, and to follow logon procedures for services that support such protocols. Araize is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software, or for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by Araize, or Araize’s related third parties. Araize assumes no responsibility for the reliability or performance of any connections as described in this section.
2.2. Accuracy of Customer’s Contact Information. Customer shall provide accurate, current and complete information on Customer’s legal business name, address, email address, and phone number in the Agreement, and maintain and promptly update this information if it should change.
2.3 Users: Passwords, Access, And Notification. Customer shall authorize access to and assign unique emails, passwords and user names to the authorized Users of the Service. User logins are for designated Users and cannot be shared or used by more than one User, but any User login maybe reassigned to another User as needed. Customer will be responsible for the confidentiality and use of User’s passwords and user names. Customer will be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within the emails or otherwise entered electronically through the Service or under Customer’s account. Araize will act as though any Electronic Communications it receives under Customer’s emails and user names will have been sent by Customer. Customer shall use reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify Araize of any unauthorized access or use of the Service and loss or theft or unauthorized use of any User’s password or name.
2.4 Customer’s Lawful Conduct. The Service allows the Customer to send Electronic Communications directly to Araize and to third parties. Customer shall comply with all applicable local, state, federal, and foreign laws, treaties, and conventions in connection with its use of the Service, including and without limitation those related to privacy, electronic communications and anti-spam legislation. Customer is responsible for ensuring that its use of the Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards (PCI DSS) requirements and shall store credit card, bank and social security data only in the designated fields for such data. Customer will not send any Electronic Communications from the Service that is unlawful, harassing, libelous, defamatory or threatening. Except as permitted by this Agreement, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through interfaces that are provided by Araize. Customer shall not do any “mirroring” or “framing” of any part of the Service, or create Internet links to the Service which include log-in information, user names, passwords, and/or secure cookies. Customer will not in any way express or imply that any opinions contained in Customer’s Electronic Communications are endorsed by Araize. Customer shall ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this Agreement, including but not limited to those Users that are contractors, agents, and Customer Affiliates. Any action or breach by any of such contractors, agents or Affiliates shall be deemed an action or breach by Customer and Customer waives all of those defenses that Customer may have as to why Customer should not be liable for Customer’s such contractors’, agents’ or Affiliates’ acts, omissions and noncompliance with this Agreement.
2.5 Third Party Web Sites, Products and Services. Araize may offer certain Third Party Applications as additional Services under this Service Agreement. Any procurement of such Third Party Applications by Customer shall be subject to the terms specified in this Agreement and as designated by the Third Party Applications. Araize does not warrant any such Third Party Applications or services, regardless of whether or not such Third Party Applications or services are provided by a third party that is a member of an Araize partner program or otherwise designated by Araize as “certified,” “approved,” or “recommended.” Any procurement by Customer of any Third Party Applications or services is solely between Customer and the applicable third party provider.
Araize is not responsible for any other aspect of such Third Party Applications or services that Customer may procure or connect to through the Service, or any descriptions, promises, or other information related to the foregoing. If Customer installs or enables Third Party Applications or services for use with the Service, Customer agrees that Araize may allow such third party providers to access Customer Data as required for the operation of such Third Party Applications with the Service, and any exchange of data or other interaction between customer and a third party provider is solely between Customer and such third party provider. Araize shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by Third Party Applications or third party providers. No procurement of such Third Party Applications or services is required to use the service.
2.6 Transmission of Data. Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to use of the Service. Customer expressly consents to Araize’s interception and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Araize or Araize’s Third Party Affiliates. Customer further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communication facilities, telephone or other electronic means. Araize is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted, or stored during the transmission of any data whatsoever across networks not owned and/or operated by Araize or its Third Party Affiliates, including, but not limited to, the Internet and Customer’s local network.
2.7 Service Level. During the Term, the Araize Service will meet the service level specified in the Service Level Commitment listed on Schedule I hereto, which is hereby incorporated by reference. If the applicable Service fails to achieve the service level, then Customer will be entitled, as it sole and exclusive remedy, to a credit for the applicable Service in accordance with the terms set forth in the Service Level Commitment. The respective Service’s system logs and other records shall be used for calculating any service level events.
2.8 Araize Support. As part of the Service, Araize will provide Customer with Help Documentation and other online resources to assist Customer in its use of the Service. Araize also provides toll free telephone, online and email support for assistance with the use of the Service. Support hours are Monday through Friday, from 9 am to 5 pm ET. Support typically consists brief explanations on how to utilize the Service to its fullest potential. Support is not considered training. Araize also offers optional and ‘for fee’ training and consultation for the proper utilization of the Service. Customer acknowledges that Araize has extensive experience helping Customers improve the utilization and realization of the benefits of the Service, and that not following the advice of Araize and/or not engaging Araize or other authorized Araize implementation partner in the provision of professional services may substantially limit Customer’s ability to successfully utilize the Service or to realize the benefits and potential of the Service.
2.9 Security. Araize and its Third Party Affiliates shall maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer data. During the Term, Araize shall maintain PCI DSS compliance for the portions of the Araize Service that store and process credit card and other bank data. Araize shall ensure that Araize’s hosting partner shall perform an annual SSAE 16 (SOC 1) / ISAE 3402 Type II Report. No more than once a year, Customer may request a copy of the final SSAE 16 (SOC 1) / ISAE 3402 Type II Report that covers the prior calendar year.
2.10. Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall include the terms of this Agreement, Customer Data, each party’s proprietary technology, business processes and technical product information, designs, issues, all communication between the Parties regarding the Service and any information that is clearly identified in writing at the time of the disclosure as confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party; (4) The Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) is aggregate data regarding use of Araize’s products and services that does not contain any personally identifiable or Customer-specific information.
Each Party Agrees: To hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep such information confidential. Notwithstanding the foregoing, the Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation.
2.11. Ownership of Customer Data. As between Araize and Customer, all title and intellectual property rights in an to the Customer Data is owned exclusively by Customer. Customer acknowledges and agrees that in connection with the Service, Araize as part of its standard Service, through its Third Party Affiliate Hosting Service, makes daily backup copies of the Customer Data in Customer’s account and stores and maintains such data for a period of time consistent with Araize standard business processes, which period shall not be less than one year.
2.12 Araize Intellectual Property Rights. Customer agrees that all rights, title and interest in and to all intellectual property rights in the Service are owned exclusively by Araize or its licensors. Except as provided in this Agreement, the license granted to Customer does not convey any rights in the Service, expressed or implied, or ownership in the Service or any intellectual property right thereto. In addition, Araize shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including users, relating to the operation of the Service. Any rights not expressly granted herein are reserved by Araize. Araize service marks, logos and product and service names are marks of Araize. Customer agrees not to display or use the Araize Marks in any manner without Araize’s express prior written permission. The trademarks, logos and service marks of Third Party Application providers are the property of such third parties. Customer is not permitted to use these Marks without prior written consent of such third party which may own the Mark.
2.13 Dispute Resolution. Each party agrees that before it or any employee, agent or representative of the party files a claim or suit with federal or state agency or court of other public forum, it shall provide thirty (30) days written notice to the other and that, within such thirty (30) day period, (or longer, if extended by mutual desire of the parties), authorized representatives of the parties shall meet (or confer by telephone) at least once in a good faith attempt to resolve the perceived dispute.
3.1 Warranty of Functionality. Araize warrants that (i) the Service will achieve in all material respects the functionality described in the User’s Documentation applicable to the Service procured by Customer, and (ii) such functionality of the Service will not be materially decreased during the Term. Customer’s sole and exclusive remedy for Araize’s breach of this warranty shall be that Araize shall be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality described in the User’s Documentation an if Araize is unable to restore such functionality, Customer shall be entitled to terminate the Agreement and receive a pro-rata refund of the subscription fees paid under the Agreement for its use of the Service for the terminated portion of the Term. Araize shall no obligation with respect to a warranty claim unless notified within sixty (60) days of the first instance of any material functionality problem, and such notice must be sent to email@example.com. The warranties set forth in this Section 3.1 are made to and for the benefit of Customer only. Such warranties shall only apply if the applicable Service has been utilized in accordance with the User’s Documentation, this Agreement and applicable law.
3.2 No Virus Warranty. Araize warrants that the Service will be free of viruses, Trojan horses, worms, spyware, or other such malicious code (“Malicious Code”), except for any Malicious Code contained in Customer uploaded attachments or otherwise originating from Customer.
4. Disclaimer of Warranties. EXCEPT AS STATED IN SECTION 3 ABOVE, ARAIZE DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THE WARRANTIES STATED IN SECTION 3 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY ARAIZE. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR THIRD PARTY RIGHTS, EXCEPT AS STATED IN SECTION 2.7, 3.1, AND 3.2 ABOVE, THE SERVICE IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS FOR COMMERCIAL USE ONLY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER PURPOSE.
5. Limitations of Liability. CUSTOMER AGREES THAT THE CONSIDERATION WHICH ARAIZE IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY ARAIZE OF THE RISK OF CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OR THE POSSIBILITY OF SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW) OR OTHERWISE SHALL NOT EXCEED THE DIRECT DAMAGE LIMITATIONS AS SET FORTH IN SECTION 5.
Except with regard to amounts due under this Agreement, and a party’s breach of Section 2.10 (Confidential Information), the maximum liability of either party to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, negligence, tort, statutory duty, or otherwise, shall in no case exceed the equivalent of 12 months in subscription fees applicable at the time of the event, and in the event of a breach of Section 2.10 (Confidential Information) of this Terms of Service, such maximum liability of either party shall be an amount equal to three (3) times the equivalent of 12 months of subscription fees applicable at the time of the event. Notwithstanding the previous sentence, neither party shall be liable to the other party to the extent such liability would not have occurred but for the other party’s failure to comply with the terms of this Agreement. The essential purpose of this provision is to limit the potential liability of the parties arising from this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with making the Service available to Customer and that, were Araize to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher.
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS EXCEPT AS SET FORTH IN SECTION 6 BELOW. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer.
6.1 Infringement. Araize shall at its own expense and subject to the limitations set forth in this Section 6, defend Customer from and against any and all allegations, threats, claims, suits, and proceedings brought by third parties alleging that the Service, as used in accordance with this Agreement, infringes third party copyrights, trade secrets or trademarks (collectively “Claims”) and shall hold Customer harmless from and against liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) to the extent based upon such a claim.
Excluded from the above indemnification obligations are Claims to the extent arising from (a) use of the Service in violation of this Agreement or applicable law, (b) use of the Service after Araize notifies Customer to discontinue use because of infringement claim, (c) modifications to the Service not made by Araize, or (d) use of the Service in combination with any software, application or service made or provided other than by Araize.
If a Claim is brought or threatened, Araize shall, at is sole option and expense, use commercially reasonable efforts either (a) procure a license that will protect Customer against such Claim without cost to Customer; (b) to modify or replace all or portions of the Service as needed to avoid infringement, such update or replacement having substantially similar or better capabilities; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement and refund to the Customer a pro-rata refund of the subscription fees paid for under the Agreement for the terminated portion of the Term. The rights and remedies granted Customer under this Section 6.1 state Araize’s entire liability, and Customer’s exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party.
6.2 Disclosure of Customer Data. Araize shall, at its own expense and subject to the limitations set forth in Section 6, defend Customer from an against any Claims that arise out of or result directly from Araize’s gross negligence or willful misconduct in preventing unauthorized access to confidential Customer Data, as determined by a court of competent jurisdiction in connection with a Claim if alleging a breach of confidentiality, and shall hold Customer harmless from and against liability for any Losses to the extent based upon such Claims.
When Araize is at fault but such fault does not rise to the level of gross negligence or willful misconduct, Araize shall, at its own expense and subject to the limitations set forth in Section 6 and the amount of liability set forth in Section 5 applicable in the event of a breach of Section 2.10, defend Customer from and against any Claims, and shall hold Customer harmless from and against liability for any Losses to the extent based upon Claims, arising out of or relating to Araize’s breach of Section 2.10 (Confidentiality Information) of this Terms of Service.
Provided that Araize complies with this Section 6.2, Customer shall be entitled as its sole and exclusive remedy to terminate the Agreement and receive a pro-rata refund of the subscription fees paid for under the Agreement for the terminated portion of the Term.
6.3 Customer’s Indemnity. Customer shall , at its own expense and subject to the limitations set forth in this Section 6, defend Araize from and against any and all Claims (i) alleging that the Customer Data or any trademarks or service marks other than Araize Marks, or any use thereof, infringes the intellectual property rights or other rights, or has caused harm to a third party, or (ii) arising out of Customer’s breach of Section 2.4 (Customer’s Lawful Conduct) or 2.10 (Confidential Information) above and shall hold Araize harmless from and against liability for any losses to the extent based upon such Claims.
6.4 Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section 6, the indemnified party shall (i) promptly notify the indemnifying party in writing of such Claim; (ii) allow the indemnifying party to have sole control of its defense and settlement; and (iii) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section 6 are expressly conditioned upon the indemnified party’s compliance with this Section 6.4 except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Section 6 but such Claim shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Section 6 shall survive the termination of this Agreement.
7.1 Suspension for Delinquent Account. Araize reserves the right to suspend Customer’s access to and/or use of the Service for any accounts (i) for which any payment is dues but unpaid but only after Araize has provided Customer two (2) delinquency notices, and at least thirty (30) days have passed since the transmission of the first notice, or (ii) for which Customer has not paid for the renewal term and has not notified Araize of its desire to renew the Service by the End Date of the then current term. Customer agrees that Araize shall not be liable to Customer or other third party for any suspension of the Service pursuant to Section 7.1.
7.2 Suspension for Ongoing Harm. Customer agrees that Araize may with reasonably contemporaneous telephonic notice to Customer suspend access to the Service if Araize reasonably concludes that Customer’s Service is being used to engage in denial of service attacks, spamming, or illegal activity, and/or use of Customer’s Service is causing immediate, material and ongoing harm to Araize or others. In the extraordinary event that Araize suspends Customer’s access to the Service, Araize will use commercially reasonable efforts to limit the suspension to the offending portion of the Service and resolve the issues causing the suspension of the Service. Customer further agrees that Araize shall not be liable to Customer nrt to any third party for any suspension of the Service under such circumstances as described in this Section 7.2.
7.3 Termination for Cause, Expiration. Either party may immediately terminate this Agreement and all Order Forms issued hereunder in the event the other party commits a material breach of any provision of this Agreement which is not cured within thirty (30) days of written notice from the non-breaching party.
Such notice by the complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such alleged breach and shall be sent to the main office of the breaching party (“Notice”). Upon termination or expiration of this agreement, Customer shall have no rights to continue to use the Service. If this Agreement is terminated by Customer for any reason other than a termination expressly permitted under this Agreement, then Araize shall be entitled to all of the fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of Araize’s breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any subscription fees paid by customer to Araize under this Agreement for the terminated portion of the Term.
7.4 Handling of Customer Data in the Event of Termination. Customer agrees that following termination of Customer’s account and/or use of the Service, Araize may immediately deactivate Customer’s account and that following a reasonable period of not less than 90 days shall be entitled to remove Customer’s account from Araize’s “live” site. During this 90 day period and upon Customer’s request, Araize will grant Customer limited access to the Service for several days for the sole purpose of permitting Customer to retrieve Customer data, provided that Customer has paid in full all good faith undisputed amounts owed to Araize. Customer further agrees that Araize shall not be liable to Customer nor to any third party for any termination of Customer access to the Service or removal of Customer data, provided that Araize is in compliance with the terms of this Section 7.4
8. Modification; Discontinuation of the Service
8.1 To the Service. Araize may make modifications to the Service or particular components of the Service from time to time and will use commercially reasonably efforts to notify Customer of any material modifications. Araize reserves the right to discontinue offering the Service at the conclusion of Customer’s then current Term. Araize shall not be liable to Customer nor to any third party for any modification of the Service as described in the Section 8.1.
8.2 To Applicable Terms. If Araize makes a material change to any applicable URL Terms, then Araize will notify Customer by sending an email to the Administrator’s account. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must so notify Araize via email to firstname.lastname@example.org within thirty (30) days after receiving notice of the change. If Customer notifies Araize as required, then Customer will remain governed by the URL Terms in effect immediately prior to the change until the end of the then current term for the affected Service. If the affected Service is renewed, it will be renewed under Araize’s current URL Terms.
“Affiliates” means any entity which directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under control with Customer, by way of a Board of Directors, or Executive Committee, or the ability to otherwise direct or cause the direction of the management and policies of Customer.
“Customer Data” means all electronic data or information submitted or entered in to the Service by Customer, or its third party affiliates.
“Electronic Communications” means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Service.
“Estimate/Order Form” means an Araize estimate, renewal notification or order form in the name and executed by Customer and accepted by Araize which specifies the Service and implementation services to be provided by Araize subject to the terms of the Agreement.
“Help Documentation” means the online help center documentation, or printed documentation describing the Service features, including User Guides which may be updated from time to time.
“Service” collectively, Araize’s online business application suite (FastFund Online Software) and modules as described in the applicable Help Documentation that is procured by Customer from Araize as detailed in Exhibit A, any subsequent Order Form, including associated offline components, but excluding Third Party Applications and implementation services.
“Third Party Affiliates” means the hosting service and development partners contracted by Araize to host, develop , maintain and enhance the Service.
“Third Party Applications” means online, Web-based applications or services and offline software products that are provided by third parties, and interoperate with the Service.
“Users” means individuals who are authorized by Customer to use the Service, for whom subscriptions to a Service has been procured, and who have been supplied user identifications and passwords by Customer (or by Araize at Customer’s request). Users may include but are not limited to Customer’s employees, consultants, contractors, volunteers and agents.
“User Guides” means the online and printed user guides for the Service. Online guides are accessible from the Service under Help, as updated from time to time. Printed User Guides are available from Araize for an additional fee that is not included in the subscription fee for the Service.
“Website” means the unique URL assigned to your organization on the Araizeonline service site.
Service Level Commitment
Araize commits to provide 99.7% uptime with respect to the Customer’s Service during each month of the Term, excluding regularly scheduled maintenance times.
If in any month this uptime commitment is not met by Araize and Customer was negatively impacted (i.e., attempted to log into or access the Service and failed due to the unscheduled downtime of the Service), Araize shall provide, as the sole and exclusive remedy, a service credit equal to one month’s fee for the use of the Service.
Scheduled and Unscheduled Maintenance
Regularly scheduled maintenance times does not count as downtime. Maintenance time is regularly scheduled if it is communicated in accordance with the notice section set forth below at least two full business days in advance of the maintenance time. Regularly scheduled maintenance time typically is communicated at least a week in advance, scheduled to occur at night on the weekend, and takes less than 10-15 hours each quarter.
Araize and its Third Party Affiliates in their sole discretion may take the Service down for unscheduled maintenance and in that event will attempt to notify customer in advance in accordance with the Notice section set forth below. Such unscheduled maintenance will be counted against the uptime guarantee.
In order to receive a credit under this service level commitment, Customer must request it simply by emailing Araize at email@example.com, within five days of the end of the applicable month. If Customer submits a credit request and does not receive a prompt response indicating that the request was received, Customer must resubmit the request because the submission was not properly received and will not result in a credit. Customers who are past due or in default with respect to any payment or any material contractual obligations to Araize are not eligible for any credit under this Service Level Commitment. The service credit is valid for up to two years from the quarter for which the credit was issued. Araize shall calculate any service level downtime using Araize’s system logs and other records.
This Service Level Commitment may be amended by Araize in its discretion but only after providing thirty (30) days advance notice. Notices will be sufficient if provided to a user designated as an administrator of your Araize account either: (a) as a note presented on the Araize log in screen, or (b) by email to the registered email address provided for the administrator(s) for Customer Account.
This Service Agreement is for a term of one year commencing on start date as set forth in Exhibit A.
The monthly subscription fees for the Service are set forth in Exhibit A. Exhibit A
This Exhibit A - Services Fees and Terms for FastFund Online shall be incorporated and governed by the Terms of Service Agreement
The term of this Agreement is one (1) year from the, date hereof, unless earlier terminated as provided in this Agreement. This Agreement can be renewed for a successive one (1) year terms on mutual agreement by the parties hereto.
Either party may terminate this Agreement upon 30 days written notice. If this Agreement is terminated as a result of Araize’s breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any subscription fees paid by customer to Araize under this Agreement for the terminated portion of the Term.