PROEPM HOSTED PROJECT SERVER TERMS OF SERVICE
These ProEPM Hosted Project Server Service Terms of Service comprise a legal "Agreement" between You ("Customer") and ProEPM, Inc., a New York corporation ("ProEPM") (each being referred to individually as a "Party" and together as the "Parties"). "You" means You, Your company, Your employees, and anyone who has access to use Your ProEPM Project Server account. You must be at least eighteen (18) years of age to subscribe to and use the ProEPM Hosted Project Server Service (also referred to as the "Service" or the "Services.")
BY SUBSCRIBING TO THE PROEPM HOSTED PROJECT SERVER SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ANY ADDITIONAL TERMS, AS MODIFIED FROM TIME TO TIME. If you do not agree to these Terms of Service and any Additional Terms, do not subscribe to or use the ProEPM Hosted Project Server Service. The ProEPM Hosted Project Server Service is made up of Web sites and Web pages operated by ProEPM. These Terms of Service also apply to non-paid trial accounts.
The ProEPM Hosted Project Server Service is offered to Customer on the condition that you accept these Terms of Service without modification. Customer agrees to regularly review the Terms of Service, and other terms and guidelines found throughout the ProEPM Hosted Project Server Service Web sites and abide by them if Customer chooses to use the sites, or accept the products, services or benefits, to which such terms apply. ProEPM reserves the right to change any of the Terms of Service and any other terms at anytime without notice. If ProEPM makes a material change to the Terms of Service, ProEPM will give Customer notice by email at the Customer Administrator email address thirty days before such change is scheduled to take effect. If Customer continues to use the ProEPM Hosted Project Server Service after any such changes, this continued use will constitute Customer consent to such changes.
ARTICLE I: PROEPM SERVICES
1.1 PROEPM SERVICES. ProEPM agrees to provide Customer with the services, as described in the Service Order Appendix, which is incorporated into, and made a part of this Agreement.
ARTICLE II: TERM OF AGREEMENT AND TERMINATION
2.1 TERM. The initial term of this Agreement shall begin on the date of acceptance of the Terms of Service ("Effective Date") and shall continue for one (1) month or as selected through the ProEPM online interfaces ("Initial Term"). This Agreement will automatically renew for periods equal to the initial term, unless otherwise stated in the Service Order or Services Agreement.
2.2 TERMINATION.
a) Customer may terminate this Agreement at any time. In the event of such Customer termination no pre-paid subscription fees will be refunded.
b) ProEPM reserves the right to immediately terminate this Agreement and the Service provided, including deletion of all customer data and account information, if the Customer violates any of the terms specified within the Acceptable Usage Policy (AUP) posted on the ProEPM website at www.ProEPM.com. In the event either Party to this Agreement shall be in material breach of this Agreement, excluding above stated AUP violation, and the breaching Party fails to substantially cure such breach within ten (10) business days after its receipt of a written notice specifying the details of the breach, the Party not in breach of this Agreement may terminate this Agreement by giving prompt written notice of termination.
c) In the event Customer fails to pay all amounts due ProEPM in accordance with the terms of this Agreement, ProEPM shall notify Customer in writing of such failure and allow Customer ten (10) business days to cure such breach. In the event that Customer fails to cure within ten (10) business days, then ProEPM may suspend the Service and/or terminate this Agreement. Any suspension or termination does not relieve Customer from paying all fees, charges and interest due under this Agreement, and, in the event of collection enforcement, Customer shall be liable for any costs associated with such collection, including, but not limited to, attorney's fees, court costs, and collection agency fees. The Customer is responsible for all fees, previously not disputed, from the time an account is established.
d) ProEPM may terminate this Agreement and the Service at any time without cause by providing Customer with thirty (30) days prior written notice, including, without limitation, notice given by electronic mail of such termination.
e) IN THE EVENT OF TERMINATION ALL CUSTOMER DATA AND ACCOUNT INFORMATION, INCLUDING BUT NOT LIMITED TO CONTENT OF THE PROEPM HOSTED PROJECT SERVER SITE AND USER INFORMATION, WILL BE IRREVOCABLY DELETED.
ARTICLE III: PROEPM CHARGES
3.1 CHARGES AND PAYMENT. Most Services available through or in connection with ProEPM Hosted Project Server Services require that Customer purchase a subscription or otherwise pay a fee on the 1st day of the service term, unless other payment arrangements have been agreed to in writing. Customer is solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your ProEPM Hosted Project Server Service by you or anyone else using your account.
ProEPM initially bills Customer through email. A web-based interface ("Customer Billing Account") for Services will be provide soon. Customer agrees to pay ProEPM all charges at the prices then in effect for any Services ordered by Customer and Customer authorizes ProEPM to charge Customer chosen payment method ("Customer Payment Method") for such Services. Customer agrees to make payment using that selected Payment Method. If the Customer Payment Method does not process the payment on the 1st day of the initial term, the Service may not be provisioned, unless special payment arrangements are made, such as the trial term. All subscription fees are billed on the pre-pay basis, whereas all additional usage fees, as referred to in the Service Order, are billed after the term. Charges on Customer Billing Account will be summarized for Customer online ("Customer Online Statement"). Customer will have one Online Statement per Billing Account.
CUSTOMER MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR CUSTOMER BILLING ACCOUNT IN ORDER TO RECEIVE THE SERVICES ORDERED. CUSTOMER MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP CUSTOMER BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND CUSTOMER MUST PROMPTLY NOTIFY PROEPM IF CUSTOMER PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF CUSTOMER BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF ANY CUSTOMER USER NAME OR PASSWORD. IF CUSTOMER FAILS TO PROVIDE PROEPM ANY OF THE FOREGOING INFORMATION, CUSTOMER AGREES THAT PROEPM MAY CONTINUE CHARGING CUSTOMER FOR ANY SERVICES PROVIDED UNLESS CUSTOMER HAS TERMINATED CUSTOMER SUBSCRIPTION FOR SUCH SERVICE.
PROEPM MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UNTIL CUSTOMER PROVIDES PRIOR NOTICE (CONFIRMED IN WRITING UPON REQUEST) THAT CUSTOMER HAS TERMINATED THIS AUTHORIZATION OR WISHES TO CHANGE CUSTOMER PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE PROEPM REASONABLY COULD ACT.
Customer non-termination or continued use of the Service on Customer Billing Account reaffirms that ProEPM is authorized to charge Customer Payment Method. ProEPM may submit those charges for payment and Customer will be responsible for such charges. Those submissions will not waive ProEPM's right to seek payment directly from Customer. Customer charges may be payable in advance, in arrears, per usage, or as otherwise described when Customer initially ordered the applicable Service.
No pre-paid fees will be refunded in case of termination, either with or without cause.
3.2 TAXES. Customer shall be solely responsible for and shall pay ProEPM for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by ProEPM under this Agreement; excluding, however, income taxes on profits which may be levied against ProEPM. ProEPM will include any such taxes and duties in its monthly invoices. Customer hereby indemnifies and holds ProEPM harmless from and against the payment of any and all sales or similar taxes, including any penalties or interest thereon. Customer's obligations pursuant to this Section shall survive any termination or expiration of this Agreement.
3.3 PROEPM CHANGES. ProEPM may at any time, with or without notice to Customer, amend the Services and/or the rates and fees for those Services.
ARTICLE IV: LICENSE AND PROPRIETARY RIGHTS
4.1 CUSTOMER DATA. As between Customer and ProEPM, any data originally owned by Customer transmitted through the Service shall remain the sole and exclusive property of Customer, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights to such Customer data. Nothing contained in this Agreement shall limit ProEPM's right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Services. ProEPM will disclose Customer data as required by law or applicable legal process.
4.2 PROEPM MATERIALS. All materials, including but not limited to any computer software (in object code or source code form) and any copies thereof, application technology, data, related documentation or information developed or provided by ProEPM or its suppliers under this Agreement, and any know-how, methodologies, equipment, or processes used by ProEPM to provide the Service to Customer, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively "ProEPM Materials") shall remain the sole and exclusive property of ProEPM or its suppliers. This Agreement confers upon Customer a non-exclusive, non-sublicensable license to use the ProEPM Materials, including software in object code only, solely for the purposes contemplated under this Agreement. Customer shall not copy (except one copy of software if necessary for backup purposes only), reverse engineer, reverse assemble, decompile or otherwise derive source code from the ProEPM Materials and not to aid, encourage, facilitate, or in any way assist others to benefit from such activities. Customer agrees to execute any documents necessary to ensure and memorialize ProEPM's sole right, title to and interest in the ProEPM Materials. To the extent, if any, that ownership of the ProEPM Materials does not automatically vest in ProEPM by virtue of this Agreement or otherwise, Customer hereby transfers and assigns to ProEPM all rights, title and interest that Customer may have in and to the ProEPM Materials.
4.3 USE OF PROEPM MATERIALS IN OTHER RELATIONSHIPS. Customer acknowledges and agrees that ProEPM is in the business of providing Hosted Services, and that ProEPM shall have the right to provide to third parties services which are the same or similar to the Hosted Services received by Customer, and to use or otherwise exploit any ProEPM Materials in providing such Services.
4.4 LICENSES. Customer hereby acknowledges that certain licensed software products and documentation therefore ("Software Products") have been or may, in the future, be licensed for use by Customer or ProEPM from certain third parties (each a "Licensor" and collectively, the "Licensors") under the terms of license agreements of various dates (each a "License Agreement"). Customer's use of any such Software Products hereunder is subject to the terms and conditions of the applicable License Agreement for such Software Products and ProEPM makes no additional representations or warranties regarding such Software Products.
4.5 THIRD PARTY LICENSES. ProEPM will be responsible for any necessary third party licenses.
ARTICLE V: REPRESENTATIONS AND WARRANTIES
5.1 CUSTOMER REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to ProEPM that:
a) it has all corporate authority to enter into and perform its obligations under this Agreement;
b) it is expressly and exclusively responsible for managing its own business;
5.2 PROEPM REPRESENTATIONS AND WARRANTIES. ProEPM represents and warrants to Customer that:
a) ProEPM has all corporate authority to enter into and perform its obligations under this Agreement;
b) the software and other materials provided by ProEPM to Customer under this Agreement shall not infringe upon any copyright, trademark, patent, trade secret or other right of any third-party;
c) for the systems and software being leased to Customer, excluding Customer owned/leased software, ProEPM owns the rights to its systems and either owns or is licensed to use, and during the term of this Agreement will continue to own or be licensed to use, in the manner contemplated by this Agreement, any software used in the provision of the Services to Customer. If ProEPM is in violation of this warranty, ProEPM will either procure the right to use the system or any other software used in the provision of Services to Customer, or will develop an alternative approach that does not violate the rights of the third party while providing Customer with similar Services;
ARTICLE VI: DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY
6.1 DISCLAIMER OF WARRANTIES. CUSTOMER AGREES TO USE ALL PROEPM'S SERVICES AND EQUIPMENT, AND ANY INFORMATION OBTAINED THROUGH OR FROM PROEPM, AT CUSTOMER'S OWN RISK. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT NEITHER ProEPM, NOR ANY OF ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, AGENTS OR THE LIKE, WARRANT THAT THE SERVICES OFFERED OR PROVIDED HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY OR REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICE, UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT. PROEPM SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
6.2 LIMITATION OF LIABILITY. Customer agrees that the liability of ProEPM and its respective directors, officers, agents, attorneys and affiliates (collectively referred to as "ProEPM" for purposes of Section 8.2) to Customer for any loss, injury, damage or expense arising directly or indirectly in connection with the Services utilized or provided under this Agreement, arising by ProEPM's negligence, shall not exceed an amount equal to the total fees paid by Customer to ProEPM for the month in which any such loss, injury, damage or expense occurred. Customer further agrees that ProEPM's liability to Customer for any loss, injury, damage or expense arising directly or indirectly in connection with the equipment, products or Services utilized or provided under this Agreement, arising by ProEPM's gross negligence or intentional misconduct shall not exceed an amount equal to the monthly fees for the month in which any such loss, injury, damage or expense occurred. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS REPLACEMENT OF GOODS, LOSS OF DATA OR INTERRUPTION OF BUSINESS, EVEN IF THE PARTY HAS SPECIFICALLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer shall assert no claims against ProEPM after one (1) year from the date of the occurrence of the events giving rise to the claim.
6.3 CUSTOMER GENERAL INDEMNITY. Customer agrees to indemnify, defend and hold ProEPM and its respective directors, officers, agents, attorneys and affiliates harmless from and against all actions, losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys' fees and expenses (collective, "Damages"), asserted against or incurred by such persons or entities by reason of or resulting from: (1) the use of the Services by Customer, (2) the use of any services or products provided or sold by Customer to others, or (3) any acts or omissions of the Customer or authorized end users. The provisions of this Section shall survive expiration or any termination of this Agreement.
ARTICLE VII: ADDITIONAL TERMS
7.1 TERMS. Customer hereby acknowledges that it has reviewed the Acceptable Usage Policy and that the terms of the Policy are incorporated herein by reference. ProEPM reserves the right to amend this Policy from time to time, and Customer shall be bound by any such amendments. Customer shall have the obligation to periodically visit ProEPM's web site at www.ProEPM.com to review this Policy and any other Policy posted therein, to make certain that Customer is in full compliance therewith. In the event of any inconsistencies between this Agreement and the Policy, the terms of the Policy shall govern.
7.2 ENTIRE AGREEMENT. This Agreement and other terms on WWW.PROEPM.COMconstitute the entire agreement between Customer and ProEPM with respect to the subject matter hereof, and supersedes all previous representations, understandings or agreements, whether written or oral.
7.3 CHOICE OF LAW. This Agreement shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions. Customer and ProEPM hereby expressly consent to the exclusive jurisdiction and venue of the federal and state courts within the Commonwealth of Virginia to adjudicate any dispute arising out of this Agreement.
7.4 FORCE MAJEURE. Except for the payment of fees by Customer, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either Party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
7.5 SURVIVAL. All provisions of this Agreement relating to warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.
7.6 ASSIGNMENT. Either party may assign and delegate this Agreement and its rights and obligations hereunder in whole or as part of a corporate reorganization, consolidation, merger, or transaction or sale of all or substantially all of its assets or of the assets of the line of business of such party that relates to the subject matter hereof, or to an affiliate (defined to mean any organization that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such party). Customer may not otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of ProEPM, and any attempted assignment or delegation without such consent will be void.
8. SUPPORT RESPONSE GUARANTEE. ProEPM guarantees its clients fast 24/7 support available 365 days a year. Support is available via the online contact form as well as via the integrated ticketing system. Each ticket is replied to within no more than 60 minutes after it has been opened.
Dedicated 24/7 Support For All Customers: 24/7 Ticketing support with 25 minutes average reply time, 1 US tel. support lines are available from 4am to 8pm PST, or skype line,.An additional UK tel. support line is now available
SERVICE ORDER APPENDIX
1. SERVICE DETAIL - ProEPM Hosted Project Server Services
ProEPM Hosted Project Server Services is a Web site solution that allows teams to create online work spaces to manage group activities, share documents, and enable efficient collaboration. The following service specific terms apply to ProEPM Hosted Project Server Services
-- A user must be a current ProEPM Hosted Project Server Services subscriber or an individual user (such as: an employee and other individual to whom Customer has issued a valid Project Server Login ID) authorized by Customer to access and use the Project Server service. Each individual user must have a distinct Login ID to access the ProEPM Hosted Project Server Services. Customer is solely and fully responsible for the actions of all individual users to whom Customer has issued Project Server Login IDs or have otherwise permitted access to the Customer Project Server account. It is Customer responsibility to ensure that all users of Customer Project Server account will fully comply with the ProEPM Hosted Project Server Services Terms of Service and other terms as described on the ProEPM Hosted Project Server Services website. Further, Customer agrees to be bound by the additional terms and limitations as described on the ProEPM Hosted Project Server Services website (www.proepm.com)
-- Once Customer becomes an ProEPM Hosted Project Server Services Subscriber, Customer will receive or select a password and a login name. Customer is responsible for maintaining the confidentiality of the password and login name. Customer may change the password at any time by logging in to the Customer Project Server site, selecting Site Settings, and then selecting Edit my Information. Customer agrees to notify ProEPM immediately of any unauthorized use of Customer's account, password of any individual user to whom Customer has issued a Project Server login ID or any other breach of security known to Customer.
-- The amount of storage space is limited and Customer agrees to pay any and all applicable fees for storage space above the included amount.
-- The amount of bandwidth / data transfer is limited and Customer agrees to pay any and all applicable fees for Customer usage above the included amount.
-- Customer agrees that ProEPM is not responsible or liable for the deletion of or failure to store documents or other information.
-- ProEPM will implement upgrades to Microsoft Windows Project Server Services solely based on ProEPM's discretion and standard processes.
--99.93% Network Uptime Guarantee: ProEPM offers a 99.93% Uptime Guarantee. That means your web site is guaranteed to be operational 99.93% of the time in any calendar month. ProEPM guarantee of 99.93% service uptime allows for 45 minutes of (HTTP) service outage per month as defined here.
ProEPM guarantees that your website will be up and running at least 99.93% of the time during any 12-month period. This guarantee includes network uptime, server uptime, web server and service uptime. However, we cannot be held responsible for upstream problems outside of our network and areas where ProEPM has no direct influence, such as backbone provider failures, fibre-optic main line cuts, DNS or Registrar problems with subscribers’ domain names, routing problems between clients’ location and our data center. The uptime guarantee is also not applicable if the service interruption was caused by any natural or unnatural events that ProEPM cannot directly influence. ProEPM may temporarily deny or terminate service upon clients’ failure to pay their charges when due.
ProEPM Hosting will guarantee 99.93% ProEPM network uptime and 99.93% network stability uptime. This, however, does not refer to problems stemming from:
a. Server Hardware Breakdown.
b. User error(s) or purposeful interruption(s) (e.g. if the client shuts his/her own server down, ProEPM is not responsible for the downtime).
c. Failures due to software that is not explicitly supported by ProEPM. Consequently, if a hardware crash provoked by the customer happens, ProEPM has no responsibility for the resulting downtime.
Network Outages or Unexpected Downtime is any unplanned or unexpected interruption in the network availability due to a hardware, software, network connectivity or data center problem, during which a 100% packet loss is experienced.
Scheduled Downtime is any scheduled interruption of services for the purpose of network upgrades, or replacement of any equipment in order to provide a better service for you. Scheduled downtime occurs during notified downtime periods, with as many warnings sent in advance as possible via e-mail or posted on our news section at a minimum 24-hour notice.