This agreement is a standing agreement for all clients using our WebPal.net Cloud Services. Cloud Services means that all software maintenance, upgrades, monitoring and bug-fixes are included in the recurring service fees and will be pro-actively performed by Palomino. Additionally, the applications are hosted by Palomino Inc., making resource requirements a non-issue for our clients.
WebPal: The licensed software. This includes the WebPal client interface, and access to the WebPal database engine, located on a server maintained by Palomino. This includes all modules of the WebPal, currently content management, document management, and data management. WebPal is a service provided by Palomino System Innovations Inc (Palomino).
Client Content: The online and offline content maintained by the client with the help of WebPal. This includes associated images, text, files, properties and designs.
Web Site: A collection of online content on an intranet or the internet, reachable through a common base url and representing content relevant to a single department, organization or affiliation. For the purpose of this Agreement, a Web Site is maintained by a single WebPal database.
User: Any person that uses a WebPal client interface to access or change content of a Web Site and has a named account on the WebPal database for this purpose.
Client Software: WebPal software that is available for installation on the Users local hardware, e.g. PC, mobile devices or tablets.
Setup Day: The day the WebPal site installation is performed and Client has access to or begins using the WebPal software.
Web Applications: Interactive components of the Client Content that are custom-developed by Palomino and may store or maintain dynamic content such as user profiles, messages, transactions or similar.
Hosting Provider: Service provider who will provide hosting of the Web Application.
Services, Support and Maintenance
Term: The term of this agreement shall be one month, and will automatically renew at the end of the term.
Services - During the term of this Agreement, Palomino will provide access to the WebPal server in order to maintain Client Content. Access is granted 24 hours per day. The Client may install the WebPal Client Software on an unlimited number of workstations or mobile devices. This agreement grants access for multiple web sites. Each web site includes access for one user, additional users are subject to a per-user surcharge as per our publicly posted pricing table.
Palomino will provide direct support services to admin and sysadmin users of the WebPal Cloud Servers only. These services include help and assistance with standard WebPal Cloud Server functionality via email or phone. All support requests need to be sent via email to email@example.com to generate a request ID (support ticket) number. Support for custom-developed applications and functionality other than those provided by the WebPal Cloud Server are considered billable services and subject to availability.
- All support incidents shall be sent in writing to firstname.lastname@example.org or submitted via our support center at http://support.palominosys.com.
- Telephone number for emergency contact in the event of software errors that prevent end-users from performing a substantial portion of its intended function: 1-866-360-0360 or 416-964-7333.
Upgrades - Palomino will upgrade the Software from time to time with new versions and releases. Palomino reserves the right to upgrade server-side software components without prior notice. Minor Client Software upgrades may be performed by Palomino via an automatic updating process. Major Client Software upgrades will be optional and prompt the user to accept or download the upgrade. Palomino may ask a User to upgrade Client Software before accepting a trouble ticket from that User. Palomino will not support Client Software older than the current major release version, as defined below.
Uptime - Palomino warrants that the WebPal server is available for operation 99.999% of all minutes in a year. Palomino provides annual up-time statistics on its web site. In case of any scheduled down-time, Palomino will notify Client at least 24 hours in advance. For any unscheduled downtime, Palomino will credit Client a reduction of monthly or annual charges that is proportional to 2x the downtime. I.e. a 5% unscheduled downtime will result in 10% reduction of recurring charges. This reduction is to be negotiated at the initiative of the client at year-end.
Data security - Palomino warrants that it will exercise all reasonable effort and pre-emptive caution to ensure its server is not compromised by viruses or intrusions. To this extent, Palomino ensures latest known vulnerabilities in its server installation are patched.
Data Backup - Palomino generates a nightly backup of all Client content and documents. Palomino ensures that this backup is stored on separate physical storage in order to minimize risk of data loss due to hardware failure. It is Client's responsibility to request off-site data backup and disaster recovery services. Palomino is not liable for any losses incurred to client as a result of data loss or downtime.
Ownership - Palomino warrants that the Client is the owner of all content maintained with Palomino software, including design templates, logos, text and other content rendered on the Client web site. This entails that on termination of this Agreement, the Client may migrate content from Palomino software to any other data format. Palomino will ensure that the Content will be available for this purpose from a recent backup.
Resulting Harm - Client acknowledges that Client is solely responsible for the content maintained with Palomino software and is liable for any harm that may result from publishing this content, in particular in the event of fraud, or content of illegal or insulting nature of any kind. Palomino reserves the right to suspend a WebPal account if improper use of Palomino software has been reported to Palomino. It is the Clients obligation to monitor content of the Client web site for such improper use.
Intrusion - Palomino reserves the right to suspend or archive a WebPal account if it has reason to believe that an attempt is being made at compromising security of the Palomino WebPal Server installation. In such case, Palomino will notify the Client immediately of such action and make existing content available for export.
Payment Terms - For the license, Palomino charges Client a one-time setup fee and recurring license fees. The recurring fees are billed on a monthly or an annual basis, according to the terms set out in the service contract. Fees are invoiced:
- In the case of monthly payments, on the 1st of each month;
- In the case of annual payments, on the annual recurring day of the Setup Day;
Following the Clients request to add User seats or web sites to the agreement, immediately upon activation of such additional seats or sites. Such an upgrade will incur a pro-rated charge covering the end of the current payment period, i.e. up to the end of the current month or the end of current year.
Payment Terms are NET 30. Late payment may incur an interest fee charge. This agreement may be canceled by Client at any time.
Renewal and Termination
Renewal - This agreement renews automatically at the end of its term, with the following conditions:
- In the case of monthly payments, the agreement automatically renews on the first of each month, at which time the monthly payment is due in full.
- In the case of annual payments, an invoice for renewal of the agreement is sent to Client at the end of the current term. The Client has 15 days upon receipt of the recurring invoice to cancel automatic renewal, in which case the annual invoice will be revoked and Client pays only for one additional month of services.
Cancellation - The Client may cancel automatic renewal (annual or monthly) with a 15-day prior written notice. There is no refund provided for the remainder of the current payment term.
Terms & Conditions
Binding Agreement - This Agreement shall be binding upon the successors and permitted assigns of the parties. The parties hereto, for themselves and for their successors and permitted assigns, agree to execute any instrument in writing which may be necessary or proper to carry out the purposes and intent of this Agreement.
Currency - All amounts referred to herein or in other documents related to this Agreement shall be Canadian Dollars (CAD) unless otherwise designated.
Governing Law - This Agreement shall be governed by and construed in accordance with the laws of Ontario without giving effect to any choice or conflict of law provision or rule (whether of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Ontario. No action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has occurred.
Severability - If any provision herein shall for any reason be held invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall continue to be in effect and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision which, being valid, legal, and enforceable, come closest to the intent of the parties underlying that provision.
Amendments - This Agreement may not be amended except by written instrument signed by the Parties. No waiver of any term or provision or any breach or default of any part of this Agreement will be valid unless in writing and signed by the Party against which such waiver is sought to be enforced, and no such waiver will be deemed a waiver of any other term or provision thereof, or of any subsequent breach thereof, or of any default there under of the same or similar nature.
This Agreement constitutes the entire agreement of the parties on the subject hereof. No ancillary provisions have been verbally agreed upon. This Agreement may not be amended or modified except in writing signed by each of the parties to the Agreement.
Each party hereto shall pay its own costs and expenses incident to the preparation, execution and consummation of this Agreement and the actions contemplated herein, including the costs of all their respective advisors and consultants.
This Agreement shall be governed exclusively by the laws of the province of Ontario. The undersigned confirm their authenticity as authorized signing officers, and hereby agree to the terms and conditions of this Agreement.