SecurityTrax Software As A Service Agreement
This SecurityTrax Software As A Service Agreement (“Agreement”) is entered into by and between SecurityTrax LLC (“SecurityTrax”), a Delaware limited liability company, having a place of business at 8281 Greensboro Drive Tysons VA, 22102, and the service provider identified in the signature block (“Client”), effective as of the date on which SecurityTrax accepts this Agreement from Client (“Effective Date”).
The definitions applicable to this Agreement are described in Attachment 1, which is attached hereto and incorporated herein.
This Agreement is solely between SecurityTrax and Client. Any other party referenced to herein is not under any obligations by the execution of this Agreement.
Subject to the terms and conditions of this Agreement, including without limitation the payment of the fees pursuant to Section 8 below, SecurityTrax grants to Client a non-sublicensable, non-transferable, non-exclusive license to access and use the services (the “SecurityTrax Services”) set forth in Schedule 1 attached hereto and incorporated herein in accordance with any applicable documentation and terms (“Documentation”), solely for Client’s internal business purposes during the Term of this Agreement.
- Products and Services
Subject to Client’s ongoing compliance with this Agreement, Client is authorized to access the SecurityTrax Platform as set forth in the Account Management Section, as may be updated by SecurityTrax from time to time.
Client will not, will not attempt to, and will not allow any of its users or any third party to
(i) interfere in any manner with the operation of the SecurityTrax Services or the hardware or network used to provide the SecurityTrax Services;
(ii) copy, modify, alter, or make derivative works based on any part of the SecurityTrax Services or any associated software or Documentation;
(iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any component of the SecurityTrax Services or any associated software or web services or permit a third party to do any of the foregoing;
(iv) sublicense, assign, sell, or lease to, or otherwise allow, any person other than an authorized user to access the SecurityTrax Services;
(v) use the SecurityTrax Services for purposes of providing third-party hosting or third-party application integration, service bureau, subscription or application service provider-type services; or
(vi) remove or alter any proprietary or other notice, legend or symbol on or embedded in the SecurityTrax Services or any associated software or Documentation.
- Access and Security
Each user authorized by the Client to use the SecurityTrax Services will be assigned a unique user identification name and password for access to and use of the SecurityTrax Services (“Credentials”). Client is responsible for all activities that occur under Client’s user accounts. Client shall ensure that its authorized users are responsible for maintaining the security and confidentiality of their Credentials, and prevent unauthorized access to or use of the SecurityTrax Services. Client shall notify SecurityTrax promptly upon becoming aware of any unauthorized use of its Credentials.
- Client Data
Client shall be solely responsible for any data collected, extracted, received or derived from information collected through Client’s and/or any of its users’ use of the SecurityTrax Services (the “Customer Data”). Client shall be solely responsible for Customer Data and for ensuring compliance with all applicable federal, state, and local laws, rules, regulations, and orders, including both statutory and common law (all the foregoing, cumulatively, “Applicable Law”) regarding the use, security, or disclosure of Customer Data. Client shall not provide, post, or transmit any Customer Data or any other information, data, or material that
(a) infringes, misappropriates or violates any intellectual property rights, trade secret rights, rights of publicity or privacy, or any law or regulation, or
(b) contains any viruses, code, or programming routines intended to damage, copy, intercept, or misappropriate any system, data, or personal information, or damage or impair the operation of the SecurityTrax Services.
- License to SecurityTrax
SecurityTrax shall not acquire any ownership of Customer Data, however Client hereby grants to SecurityTrax a non-exclusive, worldwide, irrevocable, sublicenseable, royalty-free, non-transferable, non-assignable (except as set forth in Section 29 below) license to access, retrieve, store, copy, create derivative works of, and otherwise use Customer Data in connection with developing, testing, maintaining, improving, modifying, distributing, providing, making available and/or otherwise commercializing SecurityTrax’s products and services. SecurityTrax will use commercially reasonable efforts to protect the confidentiality of the Customer Data. SecurityTrax shall remove or redact any personally identifiable information contained in the Customer Data prior to any public distribution or display (the data resulting from such removal or redaction is hereafter “De-identified Data”). Client acknowledges and agrees that SecurityTrax’s ability to analyze and use such Customer Data is critical to SecurityTrax’s business, such that SecurityTrax would not provide the SecurityTrax Services without the ability to analyze and use the Customer Data.
Client shall pay SecurityTrax all fees set forth in attached Schedule 1 for the SecurityTrax Services and any other amounts payable to SecurityTrax pursuant to this Agreement. SecurityTrax will invoice Client on a monthly basis (first payment to be appropriately pro-rated). Invoice will include any due setup charges, base charges for the given month (up-front) as well as any variable costs from the previous month(s). SecurityTrax’s automated billing system will immediately process payment for outstanding charges using Client’s desired billing method. Receipt(s) and invoice(s) will be sent immediately via email to Client. To the extent that Client is required by Applicable Law to withhold taxes or other amounts from fees payable to SecurityTrax, Client shall provide SecurityTrax with all original receipts evidencing Client’s withholding of such amounts, and any other information reasonably requested by SecurityTrax. Client further agrees to hold SecurityTrax harmless for any sales, use, excise, value added or other taxes assessed by a taxing authority arising out of this Agreement. In the event of any assessment by a taxing authority, both parties agree to cooperate with each other to resolve issues in order to minimize such assessment. All fees and payments provided for in this Agreement shall be in U.S. Dollars.
- Failure To Pay
In the event that SecurityTrax is unable to collect payment from Client as described herein, a thirty (30) day grace period will occur. SecurityTrax will notify Client if its account is considered delinquent after fifteen (15) days, and will remove all access to the SecurityTrax Services if payment in full is not collected prior to expiration of the grace period. Client shall remit payment to SecurityTrax for the total amount, including all monthly fees, set forth in an invoice, in full, within thirty (30) days after the date of the invoice, without setoff or withholding of any kind. Any amount payable by Client hereunder which remains unpaid after the due date shall be subject to a late charge equal to one and one-half percent (1.5%) per month or the highest legally-allowable rate, whichever is lower, from the due date until SecurityTrax receives full payment.
The term of this Agreement (“Term”) begins on the Effective Date and ends on the date of expiration or termination of the Agreement, whichever occurs first. Subject to termination in accordance with Section 11, this Agreement shall remain in effect for an initial term of one (1) year (“Initial Term”) and for subsequent terms of one (1) year (each a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days but not more than sixty (60) days before a Renewal Term would otherwise begin. If a party gives timely written notice of non-renewal, the Agreement shall expire at the end of the then-current Initial Term or Renewal Term.
SecurityTrax shall have the right to terminate this Agreement:
(a) Effective immediately on written notice to Client if any of the following occurs or is reasonably determined by SecurityTrax to be substantially at risk of occurring or of being found to have occurred:
(i) Client’s use of the SecurityTrax Services, or Client’s performance of any other activity required or permitted by this Agreement, violates any Applicable Law or a legal right of any person or party, including any intellectual property or trade secret right, or
(ii) Any portion of the SecurityTrax Services or SecurityTrax’s provision of such SecurityTrax Services violates any Applicable Law or a legal right of any person or party, including any intellectual property or trade secret right,
(b) Effective immediately on written notice to Client if Client commits any breach of Section 2, 4, 6 or 16,
(c) Effective immediately on written notice to Client if Client terminates its existence, discontinues business, has a receiver appointed for any of its property, makes any assignment for the benefit of creditors, or has any proceedings under any bankruptcy, reorganization, or similar laws commenced by or against it,
(d) Effective immediately on written notice to Client upon a change of control of Client,
(e) Effective immediately on written notice to Client if Client commits any failure to provide payment as required by Section 9 and fails to cure the breach within fifteen (15) days following written notice of the breach,
(f) Effective immediately on written notice to Client if Client commits any breach of this Agreement other than a failure to provide payment as described in Section 9 and fails to cure the breach within thirty (30) days following written notice of the breach, or
(g) Effective on sixty (60) days’ advance written notice for any other reason.
Expiration or termination of this Agreement shall not relieve Client’s obligation to pay all fees and other amounts that are owed by Client as of the date of expiration or termination, nor shall such expiration or termination prevent SecurityTrax from pursuing other remedies available to it at law or in equity, including injunctive relief. SecurityTrax’s rights to payment and indemnification and all disclaimers of warranties, limitations of liability, and exclusions of damages by SecurityTrax shall survive expiration or termination. In particular, and without limiting the foregoing, the following provisions shall survive expiration or termination: Sections 1, 4, 7, 8, 9, 11 – 17, 19, 20, 21, 24 and 27 – 32.
- Audit rights
SecurityTrax may, after providing reasonable prior notice and no more than once per year, request and gain access to Client’s premises for the limited purpose of ensuring Client’s compliance with the terms of this Agreement, including without limitation to audit Client’s usage of the SecurityTrax Services. SecurityTrax may conduct such audits by using public accountants or other consultants with appropriate technical expertise. Client shall promptly grant SecurityTrax such access and cooperate with SecurityTrax’s audits.
If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. SecurityTrax and Client intend that all disclaimers of warranties, limitations of liability, and exclusions of damages in this Agreement shall be upheld and applied to the maximum extent permitted by Applicable Law.
- Governing Law
THE LAWS OF THE COMMONWEALTH OF VIRGINIA, EXCLUDING ITS CONFLICT-OF-LAW RULES, SHALL GOVERN THIS AGREEMENT AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH THEREOF. THE UNITED NATIONS CONVENTION FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT IN WHOLE OR IN PART. SUBJECT TO THE ARBITRATION PROVISION IN SECTION 15, SECURITYTRAX AND CLIENT AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN, STATE COURTS IN FAIRFAX COUNTY, VIRGINIA, OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA, ALEXANDRIA DIVISION, IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Any controversy or Claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, subject to the provisions of this Agreement, including this Section 15, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The costs of arbitration, including the fees and expenses of the arbitrator(s), shall be shared equally by the parties. Each party shall bear its own costs and attorneys’ fees for preparing and presenting its case. The parties agree that this Section 15 and the arbitrator’s authority to grant relief shall be subject to the United States Arbitration Act, 9 U.S.C. 1-16 et seq. (“USAA”), the provisions of this Agreement, and the ABA-AAA code of Ethics for Arbitrators in Commercial Disputes. In no event shall the arbitrator(s) have the authority to make any award that provides for punitive or exemplary damages. The decision of the tribunal shall follow the plain meaning of the relevant documents. Notwithstanding the foregoing, SecurityTrax shall have the right to seek injunctive relief in any court of competent jurisdiction with respect to any breach by Client of its obligations under this Agreement, including any breach affecting SecurityTrax’s intellectual property or proprietary rights or business reputation. In no event shall Client bring any class action lawsuit against SecurityTrax or be a representative plaintiff or plaintiff class member in any such lawsuit.
The parties shall hold all Confidential Information (as defined below) in confidence. Without limiting the foregoing, each party shall safeguard all Confidential Information of the other party at least to the extent it safeguards its own confidential information and in any event with the utmost care. Neither party shall use nor permit the use of any Confidential Information for any purpose other than the performance of such party’s obligations under this Agreement. Neither party shall disclose nor permit the disclosure of any Confidential Information to any person or party other than an employee who has a need to know the information for performance of the obligations under this Agreement and who is contractually bound by confidentiality obligations at least as protective of the Confidential Information as those set forth herein. “Confidential Information” means all information disclosed by or on behalf of a party (in writing, orally, or in any other form) to the other party under this Agreement that is identified as confidential or proprietary or that, due to the nature of the information or the circumstances surrounding disclosure, would reasonably be considered as confidential or proprietary. Confidential Information includes, without limitation, trade secrets, algorithms, manuals, computer programs, computer databases, software documentation, source code, application codes, file or other formats, interfaces, concepts, ideas, discoveries, designs, surveys, summaries, research, test results or protocols, customer contracts, customer costs and pricing, customer requirements, knowhow, business forecasts and projections, information with respect to competitors, strategic plans, account information, research information, financial/accounting information marketing/sales information, information regarding businesses, plans, operations, and third party contracts. Notwithstanding the foregoing, Confidential Information does not include information or material:
(a) Which is publicly available when it is received by, or becomes known to, the receiving party or which subsequently becomes publicly available through no fault of the receiving party (but only after it becomes publicly available);
(b) Which is already known to the receiving party at the time of its disclosure to the receiving party and is not the subject of an obligation of confidence to the disclosing party of any kind;
(c) Which is independently developed by the receiving party without any use of or reference to the Confidential Information of the disclosing party; or
(d) Which is obtained by the receiving party from a third party without an accompanying duty of confidentiality and without a breach of such third party’s obligations of confidentiality.Each party will irrevocably destroy the other party’s Confidential Information promptly following expiration or termination of this Agreement or the disclosing party’s request. Notwithstanding the foregoing, the parties understand that some Confidential Information may remain within the SecurityTrax data center infrastructure and may not be destroyed after termination or expiration of this Agreement. To the extent any of Company’s Confidential Information is retained by SecurityTrax, SecurityTrax shall continue to safeguard such retained Confidential Information as required by this Agreement. In the event that Confidential Information of a party is required to be produced or disclosed by the other party pursuant to Applicable Law, regulation, subpoena or court order, then the party so compelled shall, to the extent permitted, provide prompt advance notice thereof to enable the other party to seek a protective order or otherwise prevent such disclosure.
- Disclaimer of Liability and Reliability
SecurityTrax relies on data from third parties for the fulfillment of certain features and functionality within SecurityTrax, including but not limited to geocoding, BIN lookups, and various API integrations. Every effort has been made to have the most current, correct and clearly expressed information possible. Nevertheless, inadvertent errors in information may occur. SecurityTrax and its authorized agents and contractors make no warranties or representations whatsoever regarding the quality, content, completeness, suitability, adequacy, sequence, accuracy or timeliness of such information and data from any third party. The services, information, and data made available in SecurityTrax are provided “as is” without warranties of any kind. SecurityTrax, its authorized agents and contractors make no representations or warranties regarding the condition or functionality of features within SecurityTrax that rely on third party data and information, its suitability for use or that those features relying on third party data will be uninterrupted or error-free.
SecurityTrax reserves the right to assign other developers or subcontractors to perform services in connection with this Agreement.
- Disclaimer of Warranties
ALL SECURITYTRAX SERVICES (INCLUDING, WITHOUT LIMITATION, THE BILLABLE IDENTITY RECORD, THE DOCUSIGN INTEGRATION, THE SECURITYTRAX APPLICATION AND SECURITYTRAX MOBILE) PROVIDED TO CLIENT HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH NO WARRANTIES WHATSOEVER. EXCEPT AS EXPLICITLY PROVIDED HEREIN, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, SECURITYTRAX DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. SecurityTrax does not warrant that the functions of the web site or any SecurityTrax Services will meet the Client’s expectations or resulting business.
- Limitation of Liability
In no event shall SecurityTrax or any of its Affiliates or providers be liable for any loss of use, loss of profits, interruption of business, or indirect, special, incidental, consequential, exemplary, or punitive damages of any kind, regardless of the form of action, whether in contract, tort, or otherwise, even if SecurityTrax has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose or is deemed unconscionable. The exclusion of damages in this Section 20(a) is independent of any agreed remedy.
(b) THE MAXIMUM CUMULATIVE LIABILITY OF SecurityTrax TO CLIENT RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND SecurityTrax’S MAXIMUM REMEDY TO CLIENT FOR ANY AND ALL CAUSES RELATING TO THIS AGREEMENT AND ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT WHETHER ARISING IN CONTRACT (INCLUDING BREACH OF CONTRACT OR BREACH OF WARRANTY), IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER THEORY OF RELIEF (INCLUDING ANY CLAIMS FOR INDEMNIFICATION ARISING UNDER THIS AGREEMENT), SHALL BE LIMITED TO ONE HUNDRED THOUSAND DOLLARS ($100,000) IN THE AGGREGATE The existence of one or more claims will not enlarge the foregoing limit.
(c) THE AFOREMENTIONED LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES SHALL BE INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY WARRANTY OR LIMITED REMEDY STATED HEREIN, AND SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Waivers And Waiver of Jury Trial
No failure or any delay by either party in exercising its rights, and no course of dealing with respect to any right of such party of any obligation of the other party to this Agreement, shall operate as a waiver thereof, unless and only to the extent agreed to in writing by both parties. CLIENT and SECURITYTRAX EACH HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT.
- Employee Access Only
Client agrees to only provide access to the SecurityTrax Services (via user accounts) to its employees and bona fide independent contractors. All other third parties are explicitly denied access and authorizing such will constitute a fundamental breach of this Agreement.
- Backup and Security
SecurityTrax agrees to make all reasonable efforts using industry standards to protect Client Data. This includes securing Client Data and providing both on and off-site backups.
- Proprietary Rights
SecurityTrax owns, and shall own, all right, title and interest (including all copyrights, patents, trademarks, trade names, trade secrets and other proprietary rights) in and to the SecurityTrax Services (including, without limitation, all source code contained in SecurityTrax and SecurityTrax Mobile) and any and all derivative works or improvements thereto. Apart from the limited license expressly granted in this Agreement, Client does not acquire any right, license, or interest in or to the SecurityTrax Services or any associated software or any derivative works, improvements or the intellectual property rights arising out of or related to any of the preceding.
- Industry Standards
All services described herein are to be performed by SecurityTrax and/or its contractors in accordance with the most commonly accepted standards and practices of the web services industry.
- Use of Confidential Fields
Client agrees to store customer Confidential Information within the fields so named in the SecurityTrax Cloud. SecurityTrax disclaims all warranties relating to the protection of, responsibility for and/or security of any information that is not stored in the properly designated fields.
- Relationship of Parties
Nothing in this Agreement will be construed to imply a joint venture, partnership, or agency relationship between Client and SecurityTrax, and SecurityTrax will be considered an independent contractor when performing services under this Agreement.
- Force Majeure
SecurityTrax will not be responsible for any failure to perform or delay in performing due to causes beyond its reasonable control, including, but not limited to:
(a) Any fire, explosion, unusually severe weather, natural disaster or Act of God;
(b) Epidemic; any nuclear, biological, chemical, or similar attack; any other public health or safety emergency; any act of terrorism; and any action reasonably taken in response to any of the foregoing;
(c) Any act of declared or undeclared war or of a public enemy, or any riot or insurrection;
(d) Damage to machinery or equipment; any disruption in transportation, communications, electric power or other utilities, or other vital infrastructure; or any means of disrupting or damaging Internet or other computer networks or facilities;
(e) Any strike, lockout or other labor dispute or action;
(f) Any action taken in response to any of the foregoing events by any civil or military authority; or
(g) Any other event beyond SecurityTrax’s reasonable control.
SecurityTrax shall have the right to assign this Agreement, or any right or obligation hereunder, without Client’s consent. Client shall not assign this Agreement, whether by operation of law, merger or otherwise, or any right or obligation hereunder, without SecurityTrax’s advance written consent. This Agreement shall be binding on and shall inure to the benefit of each of the parties and their respective successors, heirs and legatees, and permitted assigns.
- Entire Agreement
This Agreement, along with the applicable pricing terms, contains the entire agreement and understanding between the parties concerning its subject matter. This Agreement supersedes all prior proposals, representations, agreements, and understandings, written or oral, concerning its subject matter and the terms in any Client purchase order or other Client ordering document. No amendment to this Agreement shall be effective unless it is in writing and signed by the parties. No other act, document, usage, or custom shall be deemed to vary or amend this Agreement.
All notices under this Agreement by one party (as “Sending Party”) to the other party (as “Receiving Party”) shall be in writing and shall be deemed to have been given when mailed by first-class mail to the Receiving Party at the addresses set forth herein, or at such other address as the Receiving Party may have identified by written notice to the Sending Party in accordance with this Section 31, except that any notice of non-renewal by Client pursuant to Section 10 shall be deemed to have been given when received. Notwithstanding the foregoing, SecurityTrax may provide notices under this Agreement to Client by email to the email address provided to SecurityTrax by Client.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the parties.
- Electronic Signatures
Client signifies its assent to this Agreement by signing the Agreement in the indicated signature block and faxing or otherwise providing it to SecurityTrax. SecurityTrax signifies its assent to this Agreement by signing this Agreement and returning it to Client. SecurityTrax, at its option, may sign a counterpart of this Agreement other than the counterpart assented to by Client. The parties may execute and deliver signatures to this Agreement electronically, including by facsimile or portable document format file (PDF). The counterparts of this Agreement may be executed and delivered by facsimile, email, or other electronic means by a party to the other party and the receiving party may rely on the receipt of such document so executed and delivered by facsimile, email, or other electronic means as if the original had been received. Each party agrees that the electronic signatures of the parties included on this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. As used herein, “electronic signature” means any electronic symbol and/or process attached to or logically associated with a document and executed by a party with the intent to sign such document, including facsimile, e-mail, or other electronic signatures. The individual signing on behalf of Client represents and warrants that he or she is a representative of Client duly authorized by Client to signify Client’s assent to this Agreement.
SCHEDULE 1 – SERVICES AND PRICING
This Schedule 1 to the Agreement outlines prices for base fees and services, as well as optional Add-Ons.
|FREQUENCY & DETAILS
|1. Site Setup Fee
|2. Required Base Fees
|Per Month for Unlimited Users
(Prorated for the First Month)
|Customer Creation Fee
|One-Time Per New Customer
|Customer Retention Fee
|Per Customer Per Month Excluding Month Created
|Lead Creation Fee
|Per Lead Only When Exceeding a 20:1 Lead to Customer Ratio
|Lead to Customer Ratio Example:10 customers are created in month ‘X’10 x 20 = 200 [Customer Ratio Total]
|225 leads were created in month ‘X’225 – 200 Customer Ratio Total = 25 Leads to be charged25 x $0.25 = $6.25 One-time fee
|A lead charged $0.25 that is subsequently converted to a customer is charged the full $2.00 Customer Creation Fee.
|The costs above include the ability to run unlimited credit checks through SecurityTrax (3rd party fees apply).
SecurityTrax agrees to provide the core features of the SecurityTrax Platform web application and available API interactions between other SecurityTrax instances as desired at no additional expense.
3. Add-Ons Add-Ons can be enabled or disabled at the beginning of any regular billing cycle. Written request is required and must be received by SecurityTrax within 3 business days of the start of the upcoming billing cycle. SecurityTrax agrees to provide the following optional services at the following rates. All optional services require a license to the SecurityTrax Platform.
|FREQUENCY & DETAILS
|Per Auto-Recurring Invoice
(Requires a merchant services account with a SecurityTrax approved provider)
(3rd party fees apply)
|Per Month Per Participating User
|Per Month Per Participating User
4. Professional Services
Client may from time to time engage SecurityTrax to provide additional professional services, such as the migration of Client’s existing customer database or integration services. Professional services include consulting and technical services requested by the Client, including, without limitation, the categories of services described below. Unless otherwise agreed by the parties, all such professional services shall be provided on a time and materials basis at the following hourly rate:
Professional Services $120/hour
Alternatively, the Client may elect to enter into a separate Professional Services Agreement where scope and specific terms are identified.
4.1 Additional Services and Hourly Work
The creation of tickets in the SecurityTrax Cloud that are not bug fixes or otherwise general problems with SecurityTrax shall be deemed work requested by the Client and therefore billable items to Client. SecurityTrax does not guarantee additional development hours within any timeline without the existence of a Professional Service Agreement.
4.2 Database/ Existing Customer Import & Integration Fees
Importing Client’s existing customer database into the SecurityTrax Cloud constitutes professional services that will be payable in accordance with Section 4 above. In order to provide a quote for such professional services, SecurityTrax will need to review the data to be imported. Client must be able to provide that data in a file/format acceptable to SecurityTrax for import. After review, SecurityTrax will inform Client if the import is possible and provide a quote for the cost to the Client for said import.
4.3 Payroll Setup
Client acknowledges and understands that Payroll setup in the SecurityTrax Cloud constitutes professional services that will be payable in accordance with Section 4 above. Each company’s payroll structures are different and require unique calculations and varying programming hours. If Client so desires, SecurityTrax will provide an in depth consultation surrounding the Client’s payroll setup and provide an estimate of time and cost to set up Client’s payroll.
5. Texting Integration Participation Terms & Conditions
These terms will govern your participation in, and use of, the SecurityTrax texting platform integration (the “Texting Integration”). Client is under no obligation to sign up for or participate in this Texting Integration and the SecurityTrax Software As A Service will continue to govern the relationship between Client and SecurityTrax whether or not Client participates. For Clients opt to participate into this Texting Integration, these additional terms apply.
a) In order to participate, Client must meet the eligibility requirements determined by SecurityTrax. SecurityTrax may change these eligibility criteria and/or terminate Client’s participation in the Texting Integration at any time in SecurityTrax’s sole discretion. SecurityTrax reserves the right to request information from Client regarding Client’s use of the Texting Integration, including but not limited to phone numbers or short code used to send outbound text messages, text message volume, and opt-out lists.
b) In addition to the terms set forth above, by participating in this Texting Integration, Client represents and warrants the following to SecurityTrax:
i. That Client, Client’s employees, and any contractors Client engage will at all times act in compliance with all applicable state and federal laws, rules and regulations, including, but not limited to, the Telephone Consumer Protection Act of 1991 (TCPA), any regulations related thereto, and similar federal, state and local telemarketing-related laws, rules, regulations, and ordinances, including obtaining the appropriate level of consent prior to texting consumers, texting consumers at appropriate times, and honoring all Do Not Text requests; and
ii. That Client, Client’s employees and any contractors Client engage will at all times comply with all applicable privacy and consumer protection laws and regulations, including, but not limited to, the California Consumer Privacy Act of 2018 (CCPA), the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM), the Telemarketing Sales Rules (TSR) and the Junk Fax Prevention Act; and
iii. That Client, Client’s employees, and any contractors Client engage will provide new hire training, and annual refresher training, on all applicable federal and state telemarketing, Do Not Call, and texting rules to all employees that place and/or receive calls/texts on Client’s behalf.
c) Client agrees to notify SecurityTrax immediately in the event Client receives any complaints regarding any texts made by Client, Client’s employees, and/or Client’s agents, or regarding Client’s actions in connection with this Texting Integrations.
ATTACHMENT 1 – DEFINITIONS AND OPTIONAL SERVICES DESCRIPTIONS
Billable Identity Record: any customer or lead record managed in SecurityTrax independent of future disposition.
DocuSign Integration: this represents the ability to communicate technically with DocuSign though APIs included in SecurityTrax.
SecurityTrax Platform: this represents the primary web application designed for full browser support.
SecurityTrax Tickets: . SecurityTrax has a built in ticketing system used for communicating with SecurityTrax regarding bugs, enhancement requests, or general questions. SecurityTrax requires a master email address to be used with this system. This email address is provided to us in order to help you maintain control over all tickets submitted by you and your employees to SecurityTrax support staff. All updates to tickets will be copied to the ticket owner as well as this email. SecurityTrax recommends that one or more people monitor this email address to assure that tickets submitted to SecurityTrax are not being submitted by your employees that will incur programming or development charges not authorized. SecurityTrax recommends making this a mailing list, however this not required. Example: email@example.com.
Message+. Provides the ability to send native SMS messages and email text messages. Charges only apply to native SMS messages. This service includes “STOP” service, preventing future messages being sent if the person explicitly opts-out.