Effective Date: May 9, 2019

EdgyGeo TERMS OF USE

1. APPLICATION OF TERMS

1.1 These Terms apply to your use of the Platform Services (as that term is defined below) and related support services.  By clicking I agree:  ​

 

​a. you agree to these Terms; and

b. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1.2 ​We are not bound to supply the Platform Services to you until we have accepted your request for an account. Our acceptance occurs on the when we notify you by email that we accept yourrequest for an account, or provide you with access to the Platform Services(whichever is the earlier).

 

1.3 If the processing of Data (as defined below) is governed by the GDPR (as defined below), the additional terms in our Data Processing Addendum at edgygeo.com/DPA also form part of these Terms. 

 

1.4 This Agreement applies to the exclusion of any standard terms you may have for the purchase of goods or services and any terms included, or incorporated by reference, in any request for quote, purchase order or other correspondence between us.

 

1.5 If you do not agree to these Terms, you are not authorized to access and use the Platform Services, and you must immediately stop doing so.

 

2. CHANGES

 

2.1 We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website.  Unless stated otherwise, any change takes effect from the date set out in the notice.  You are responsible for ensuring you are familiar with the latest Terms.  By continuing to access and use the Platform Services from the date on which the Terms are changed, you agree to be bound by the changed Terms.

 

3. INTERPRETATION

In these Terms:

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provisionand use of the Services.  Our Confidential Information includes Intellectual Property owned by us (or our licensors).  Your Confidential Information includes the Data.

Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Platform Services.

Data Processing Addendum means our data processing addendum at edgygeo.com/DPA.

Documentation means the user and technical documentation designed to enable you to properly use and operate the Platform Services (if any), and includes any update of the documentation.  

Fees means the applicable fees set out in our Order Form and/or on our pricing page on the Website at edgygeo.com or otherwise agreed in writing between you and us, as may be updated from time to time in accordance with clause 8.5 and any fees chargeable under clause 7.

Force Majeure means an event thatis beyond the reasonable control of a party, excluding:

  • an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or

  • a lack of funds for any reason.

GDPR means the General Data Protection Regulation of the European Union.

 

Including and similar words do not imply any limit.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectualactivity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Order Form means an ordering document entered into between you and us or an online order specifying the Services to be provided under this Agreement. 

a Party includes that party’s permitted assigns.

a Person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

Personal Information means information about an identifiable, living person.

Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Platform Services means:

  • the service known as Bruce, having the core functionality described on the Website, as the Website is updated from time to time; 

  • the optional features described in the Order Form, which may include some or all of the following:

     - EdgyGeo City solutions;

     - EdgyGeo Real Estate solutions; 

     - EdgyGeo Architects solutions; and

     - solutions from the EdgyGeo Geocontent Marketplace,

each asdescribed on the Website, as the Website is updated from time to time.

Sales Tax means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law.

Service Levels means the service levels set out in Schedule 2.  

Services means the Platform Services and the Support Services. 

Subscription Period means the subscription period you have selected (e.g. monthly, annual, multi-year).  

Support Services means the support services described in Schedule 1.

Start Date meansthedate that you set up an account.  

Terms means these terms titled SaaS terms of use, including the Schedules.

Underlying Systems means the IT solutions, systems and networks (including software and hardware) usedto provide the Platform Services, including any third party solutions, systems and networks.

User Accounts means user accounts for your personnel that you establish in accordance with clause 5.3a. 

We, us or our means EdgyGeo, Inc., a Delaware corporation of 850 New Burton Road, Suite 201, City of Dover, County of Kent, 19904.

Website means the internet site at edgygeo.com, or such other site notified to you by us.

Year means a 12-month period starting on the Start Date or the anniversary of that date.

You or Your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

4. PROVISION OF THE SERVICES

4.1 We must use reasonable efforts to provide the Services:

a. in accordance with these Terms and applicable law;

b. exercising reasonable care, skill and diligence; and

c. using suitably skilled, experienced and qualified personnel.

 

4.2 Our provision of the Services to you is non-exclusive.  Nothing in these Terms prevents us from providing the Services to any other person.

 

4.3 Subject to clause 4.4, we must use reasonable efforts to ensure the Platform Services are available in accordance with the Service Levels.  However, it is possible that on occasion the Platform Services may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure.  We must use reasonable efforts to publish on the Website and/or notify you by email advance details of any unavailability.  

 

4.4 Through the use of web services and APIs, the Platform Services interoperates with a range of third party service features.  We do not make any warranty or representation on the availability of those features.  Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you.  To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

 

5. YOUR OBLIGATIONS

5.1 You and your personnel must:​

 

a. use the Platform Services in accordance with these Terms solely for:

i. your own internal business purposes; and  

ii. lawful purposes; and

b. not resell or make available the Platform Services to any third party, or otherwise commercially exploit the Platform Services.

5.2 When accessing the Platform Services, you and your personnel must:

a. not impersonate another person or misrepresent authorization to act on behalf of others or us;

b. correctly identify the sender of all electronic transmissions;

c. not attempt to undermine the security or integrity of the Underlying Systems; 

d. not use, or misuse, the Platform Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Platform Services;

e. not attempt to view, access or copy any material or data other than:

i. that which you are authorized to access; and

ii. to the extent necessary for you to use the Platform Services in accordance with these Terms; and

 

f. neither use the Platform Services in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.3 PERSONNEL

a. You:

i. may grant access to your personnel by creating User Accounts for your personnel with separate login details and differing levels of access rights selected by you; and

ii. are responsible for any User Accounts you create, and must delete the User Account if you no longer wish the relevant person to have access (e.g. where an employee ceases working for you).  We take no responsibility for the level of access granted to a User Account, or for the deletion of User Accounts.  

b. You must ensure that your personnel comply with clauses 5.1and 5.2and any other reasonable condition notified by us to you. 

c. A breach of any of these Terms by your personnel (including, to avoid doubt, anyone accessing or using the Platform Services using a User Account you have created) is deemed to be a breach of these Terms by you.

5.4 You are responsible for procuring all licenses, authorizations and consents required for you and your personnel to use the Platform Services, including to use, store and input Data into, and process and distribute Data through, the Platform Services. 

6. DATA

6.1 You acknowledge that:

a. we may require access to the Data to exercise our rights and perform our obligations under these Terms; and

b. to the extent that this is necessary but subject to clause 10, we may authorize a member or members of our personnel to access the Data for this purpose.

6.2 You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.

6.3 You acknowledge and agree that:

 

​a. we may:

i. use Data and information about your and your end users’ use of the Platform Servicesto generate anonymized and aggregated statistical and analytical data (Analytical Data);

ii. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and

iii. supply Analytical Data to third parties; 

b. our rights under clause 6.3aabove will survive termination of expiry of the Agreement; and 

c. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.  

6.4 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Platform Services, we are acting as your agent for the purposes of applicable privacy laws and as the data processor for the purposes of the GDPR. If the GDPR applies, the additional terms in the Data Processing Addendum also form part of these Terms.  You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms and, if applicable, the Data Processing Addendum.

6.5 While we will take standard industry measures to back up all Data stored using the Platform Services, you agree to keep a separate back-up copy of all Data uploaded by you onto the Platform Services.

6.6 You agree that we may store Data (including any personal information) in secure servers in country/ies where we store Data and may access that Data (including any personal information) in country/ies where we might access Data, e.g. for support purposes and New Zealand from time to time.

6.7 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

7. FAIR USE

7.1 All of the Platform Services are subject to the fair use policy set out in this clause 7.

 

7.2 Your use of the Platform Services must be fair, reasonable and not excessive, as reasonably determined by us by reference to average and/or estimated typical customer usage of the Platform Services. We will consider your usage to be excessive and unreasonable where it materially exceeds the average and/or estimated use patterns over any day, week or month (or other period of time as determined by us) (Excessive).

 

7.3 Use of the Platform Services is for your individual company benefit only.  In no case does any Platform Service allow for activities aimed at reselling the Platform Service or using the Platform Service in an unfair or excessive way and any such use of the Platform Services by you is a breach of this Agreement.

 

7.4 If, in our reasonable opinion, we consider your usage to be unfair, unreasonable and/or Excessive, we may immediately suspend, modify or restrict your use of the Platform Services or withdraw in full or in part your access to the Platform Services without notice to you.

 

7.5 We may, at our discretion, charge you for Excessive usage, which if we do so will be at our standard rates.

8. FEES

8.1 You must pay us the Fees.

 

8.2 We will provide you with invoices for each Subscription Period prior to the due date for payment.

 

8.3 Unless stated otherwise, the Fees exclude Sales Tax, which you must pay on taxable supplies.

 

8.4 You must pay the Fees:

a. in advance of the Subscription Period; and

b. electronically in cleared funds without any set off or deduction.

8.5 We may increase the Fees by giving at least 30 days’ notice.  Any increase in Fees will take effect at the beginning of the Subscription Period following the date our notice takes effect, except that if you add a new User Account or upgrade the level of access granted to a User Account the increased fees will apply from the date our notice takes effect. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Platform Services on no less than 10 days’ notice, provided the notice is received by us before the beginning of the Subscription Period following the date our notice takes effect effective date of the Fee increase.  If you do not terminate these Terms and your right to access and use the Platform Services in accordance with this clause, you are deemed to have accepted the increased Fees.  

9. INTELLECTUAL PROPERTY

 

9.1 Subject to clause 9.2, title to, and all Intellectual Property Rights in, the Platform Services, the Website, and all Underlying Systems is and remains our property (and our licensors’ property).  You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

 

9.2 Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property.  Subject to the Data Processing Addendum (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

 

9.3 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual license to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Platform Services.

 

9.4 If you provide us with ideas, comments or suggestions relating to the Platform Services or the Underlying Systems (together feedback):

a. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

b. we may use or disclose the feedback for any purpose.

9.5 You acknowledge that the Platform Services may link to third party websites or feeds that are connected or relevant to the Platform Services.  Any link from the Platform Services does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators.  To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.  

10. CONFIDENTIALITY

10.1 Each party must, unless it has the prior written consent of the other party:

a. keep confidential at all times the Confidential Information of the other party;

b. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and

c. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 10.1aand 10.1b.

10.2 The obligation of confidentiality in clause 10.1does not apply to any disclosure or use of Confidential Information:

a. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;

b. required by law (including under the rules of any stock exchange);

c. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

d. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

e. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.

11. WARRANTIES

11.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

 

11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW:

 

a. OUR WARRANTIES ARE LIMITED TO THOSE SET OUT IN THESE TERMS, AND ALL OTHER CONDITIONS, GUARANTEES OR WARRANTIES WHETHER EXPRESSED OR IMPLIED BY STATUTE OR OTHERWISE ARE EXPRESSLY EXCLUDED; AND

b. WE MAKE NO REPRESENTATION CONCERNING THE QUALITY OF THE SERVICES AND DO NOT PROMISE THAT THE SERVICES WILL:

i. MEET YOUR REQUIREMENTS OR BE SUITABLE FOR A PARTICULAR PURPOSE, INCLUDING THAT THE USE OF THE SERVICES WILL FULFIL OR MEET ANY STATUTORY ROLE OR RESPONSIBILITY YOU MAY HAVE; OR  

ii. BE SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, UNINTERRUPTED OR ERROR FREE.

11.3 You agree and represent that you are acquiring the Services, and accepting these Terms, for the purpose of trade.  The parties agree that:

a. to the maximum extent permissible by law, no consumer protection legislation applies to the supply of the Services or these Terms; and

b. it is fair and reasonable that the parties are bound by this clause 11.3.

11.4 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms.  However, our liability for any breach of that condition or warranty is limited, at our option, to:

a. supplying the Service again; and/or

b. paying the costs of having the Service supplied again.

12. LIABILITY

12.1 OUR MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR RELATING TO THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, MUST NOT IN ANY YEAR EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU RELATING TO THE SERVICES IN THE 3 MONTH PERIOD PRIOR TO THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY).  

12.2 NEITHER PARTY IS LIABLE TO THE OTHER UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICES FOR ANY:

a. LOSS OF PROFIT, REVENUE, SAVINGS, BUSINESS, USE, DATA (INCLUDING DATA), AND/OR GOODWILL; OR

b. CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND.

12.3 Clauses 12.1and 12.1 do not apply to limit our liability under or in connection with these Terms for:

 

a. personal injury or death;

b. fraud or willful misconduct; or 

c. a breach of clause 10.

12.4 Clause12.1does not apply to limit your liability:

a. to pay the Fees;

b. under the indemnity in clause 6.7; or

c. or those matters stated in clause 12.3a to 12.3c.

12.5 Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

12.6 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Services.

13. TERM, TERMINATION AND SUSPENSION

 

13.1 Unless terminated under this clause 13, these Terms and your right to access and use the Platform Services:

a. starts on the Start Date; and

b. continues for successive Subscription Periods until a party gives at least 30 days’ notice that these Terms and your access to and use of the Platform Services will terminate at the end of the then-current Subscription Period.

13.2 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Platform Services if the other party:

a. breaches any material provision of these Terms and the breach is not:

i. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or

ii. capable of being remedied; or

b. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

13.3 You may terminate these Terms and your right to access and use the Platform Services in accordance with clause 8.5.

13.4 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

13.5 On termination of these Terms, you must pay all Fees for the provision of the Platform Services prior to that termination.

 

13.6 No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.   

 

13.7 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 13.7, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control. 

 

13.8 At any time prior to one month after the date of termination, you may request:

a. a copy of any Data stored using the Platform Services, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form.  We do not warrant that the format of the Data will be compatible with any software; and/or

b. deletion of the Data stored using the Platform Services, in which case we must use reasonable efforts to promptly delete that Data.  

To avoid doubt, we are not required to comply with clause 13.8ato the extent that you have previously requested deletion of the Data.   

13.9 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Platform Services and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:

a. undermined, or attempted to undermine, the security or integrity of the Platform Services or any Underlying Systems;

b. used, or attempted to use, the Platform Services:

i. for improper purposes; or

ii. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Platform Services; 

c. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or

d. otherwise materially breached these Terms.

14. GENERAL

14.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

 

14.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.

 

14.3 For us to waive a right under these Terms, that waiver must be in writing and signed by us.

 

14.4 Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

 

14.5 If we need to contact you, we may do so by email or by posting a notice on the Website.  You agree that this satisfies all legal requirements in relation to written communications.  You may give notice to us under or in connection with these Terms by emailing info (at) edgygeo (.com)

14.6 These Terms, and any dispute relating to these Terms or the Services, are governed by and must be interpreted in accordance with the laws of Delaware.  Each party submits to the non-exclusive jurisdiction of the Courts of Delaware in relation to any dispute connected with these Terms or the Services.

14.7 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.7, 9, 10, 12, 13.3 to 13.7 and 14.6, continue in force.   

14.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

14.9 Subject to clauses 2.1 and 8.5, any variation to these Terms must be in writing and signed by both parties.

 

14.10 These Terms set out everything agreed by the parties relating to the Services, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date.  The parties have not relied on any representation, warranty or agreement relating to the Services that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.

 

14.11 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld.  You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.  

 

 

SCHEDULE 1

SUPPORT SERVICES

1. We will perform the Support Services set out in this Schedule, using reasonable efforts to meet the Service Levels.

2. The provision of Support Services is conditional on you:

a. paying all Fees;

b. first using reasonable efforts to resolve the issue by referring to the Documentation; and​

c. contacting us during our business hours Monday to Friday from 9.00am to 5.00pm Pacific Time (Support Hours), excluding public holidays in the United States via one of the following methods:

Email:  support (at) edgygeo (.com)

Online:  edgygeo.com/support

3. We are not required to provide Support Services where the support is required as a result of or in connection witha breach of these Terms by you, including use of the Platform Services by you or your personnel in a manner or for a purpose not reasonably contemplated by these Terms or not authorized in writing by us.

 

4. We offer several options for technical support.  All accounts get basic support, and we offer paid upgrade options.  See [insert link] for plans and pricing.

5. The Support Services include:

a. answering questions about the features of the Platform Services; and

​b. troubleshooting the Platform Services.

6. The Support Services do not include:

​a. support for custom software; or

b. performing manual system administration tasks.

7. We will announce if we intend to discontinue or make backwards incompatible changes to the Platform Services.  We will always try to give you as much time as possible to make any necessary modifications to your applications or processes.  This policy does not apply to versions, features, and functionality that we label as beta,experimentalor similar.

​8. ​We may provide Documentation for the Platform Services and its use.  Our Documentation may specify restrictions on how the Platform Services must be configured and/or used.  You agree to comply with any such restrictions.  Visit edgygeo.com for access to our support and documentation resources.

 

9. Our systems are continuously monitored by automated systems and health checks.  In the event of any issue that adversely affects the performance, security, reliability, or integrity of the Platform Services, we will receive notification and respond as soon as reasonably possible.

 

 

SCHEDULE 2

SERVICE LEVELS

Definitions

In this Schedule:

Monthly Uptime Percentage is calculated by subtracting from 100% the percentage of minutes during the month in which the Platform Services were Unavailable, excluding downtime described in paragraph 2of this Schedule.

Scheduled Maintenance means scheduled Unavailability of the Platform Services announced by us prior to the the Platform Services becoming Unavailable.

Service Credit means a credit denominated in US dollars, calculated as set out below, that we may credit back to an eligible account.

Unavailable means when the Platform Services are not running or not reachable due to our fault. Unavailabilityhas a consistent meaning.  

Availability

1. We will use reasonable efforts to ensure that the Platform Services are available with a Monthly Uptime Percentage of at least 98% during any monthly billing cycle (Availability Service Level). 

2. The Availability Service Levelexcludes downtime:

a. that results from a suspension in accordance with clause 13.9of the Terms;

b. caused by factors outside of our reasonable control, including any Force Majeure event, Internet access, or problems beyond the demarcation point of our network;

c. that results from any acts or omissions of you, your personnel or a third party;

d. caused by the equipment, software or other technology of you, your personnel or a third party (other than third party equipment within our direct control); or

e. during Scheduled Maintenance.

3. If we do not meet the Availability Service Level in any month, you will be eligible to receive a Service Credit in accordance with paragraphs 7 and 9-13 of this Schedule.

Response and Resolution

 

We will use reasonable efforts to meet the service levels set out in Table 1 (Response and Resolution Service Levels), based on the priority level assigned to each support incident as set out in Table 2, and subject to the terms set out in paragraph 5 of this Schedule:  

Table 1 (Target response and resolution times)

Priority

1

Target Timeframe for Initial Response

Within 7 hours of the support request being logged

Target Timeframe for Resolution or Workaround

Within 12 hours of the support request being logged

2

Target Timeframe for Initial Response

Within 12 hours of the support request being logged

Target Timeframe for Resolution or Workaround

Within 3 Business Days of the support request being logged

3

Target Timeframe for Initial Response

Within 2 Business Days of support request being logged

Target Timeframe for Resolution or Workaround

Within 5 Business Days of the support request being logged

4

Target Timeframe for Initial Response

Within 2 Business Days of support request being logged

Target Timeframe for Resolution or Workaround

N/A

Table 2 (Priorities)

Priority

1 - Critical

​The Platform Services are down or are causing major problems to you in the operation of your normal business.

2 - Major

Defective Platform Services functionally leading to severe loss of service in your operating environment (e.g. subset of critical functionality down or inoperable); significant business impact.

3 - Medium

​A function of the Platform Services is unavailable or not working as specified; important issue without significant immediate operational impact; other functions are working normally; a request for information about the Platform Services where the information is required urgently.

 

4 - Minor

A function of the Platform Services is not working as specified and has little or no operational impact; a request for information about the Platform Services where the red;evant information is not required urgently.

 

5. If, in any month, we fail to meet the response time or resolution time targets set out in Table 1 for 10% or more of the P1 and P2 incidents in that month, you will be eligible to receive a Service Credit in accordance with paragraphs 8-13 of this Schedule.

​​6. The following terms apply to the Response and Resolution Service Levels:

​a. Response and resolution times are targets only.  We will use reasonable efforts to meet these targets but will have no liability to you if the targets are not met.

b. Only hours and days within the Support Hours count towards response and resolution times.

c. The timeframes above are based on the assumption that all information is provided to address the incident within the priority target.  If this assumption is not correct workaround and/or resolution may be delayed.

Service Credits

7. Service Credits for failure to meet the Availability Service Levelare calculated as a percentage of the totalFeesfor the monthly billing cycle in which the Unavailability occurred, applied proportionally to the resourcesthat were Unavailable and calculated as follows:

a. For Monthly Uptime Percentage less than 98% but equal to or greater than 97.5%, you will be eligible for a Service Credit of 10% of the Fees attributable to the affected resources.

b. For Monthly Uptime Percentage less than 97.5%, you will be eligible for a Service Credit of 30% of the charges attributable to the affected resources.

8. Service Credits for failure to meet the Response and Resolution Service Levels are calculated as a percentage of the total Fees for the monthly billing cycle in which the failure occurred, applied proportionally to the affected resources.   If we fail to meet the response time or resolution time targets set out in Table 1 for 10% or more of the P1 and P2 incidents, you will be eligible for a Service Credit of 10% of the Fees attributable to the affected resources.

 

9. We will apply any Service Credits only against future payments of Fees otherwise due from you.  Service Credits will not entitle you to any refund or other payment from us.  Service Credits may not be transferred or applied to any other account.

 

10. To receive a Service Credit, you must submit a claim by emailing support (at) edgygeo (.com).  To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

a. the words Service Credit Requestin the subject line;

b. the dates and times of each Unavailability incident and/or each P1/P2 Response and Resolution Service Level failure that you are claiming;

c. your account name or number; and

d. logs that document the errors and corroborate your claimed outage or Response and Resolution Service Level failures (any confidential or sensitive information in these logs should be removed).

 

11. If the Monthly Uptime Percentage of your request is confirmed by us and is less than the Availability Service Level, or the P1/P2 Response and Resolution Service Level failures of your request are confirmed by us and are 10% or more of the P1 and P2 incidents in that month, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. 

 

12. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

 

13. Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with this Schedule.

EdgyGeo, Inc. © 2020

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