iMIS 20 Usage Agreement
You are:
With an office at:
We are: Advanced Solutions International-Canada Inc.
With an office at: 5000 Yonge Street, Suite 1901, Toronto, ONTARIO M2N 7E9
Type: / Pick TypeFundraisingMembershipLevel: / Pick Level-100-200-300
Seats: / 0 Named Users
Database Size (up to): / Number of Name type records25,00050,000100,000300,000500,000999,999 [Excess size measured in 25,000 record blocks]
Specifications: / At docs.imis.com. We reserve the right to change these specifications at any time.
iMIS 20 Usage Agreement Version 4 April 2014 / Page 4 of 4
ptions: / None Membership/Subscription Billing with Online/Mobile Dues; Chapters and Committees; Online/Mobile Directories Gift Processing (Fundraising) with Moves Management Membership/Subscription Billing with Online/Mobile Dues; Chapters and Committees; Online/Mobile Directories; Continuing Education Units Inventory; Deferred Income; Refunds; Gift Processing (Fundraising) with Moves Management; Certification; Campaigns; Segmentation; Process Manager; RFM Analysis; Analytics, Data Warehousing, and Advanced Dashboards; Advanced Data Import/Export Inventory; Deferred Income; Refunds; Membership/Subscription Billing with Online/Mobile Dues; Chapters and Committees; Online/Mobile Directories; Certification; Continuing Education Units; Segmentation; Process Manager; RFM Analysis; Guided Performance Scorecard; Analytics, Data Warehousing, and Advanced Dashboards; Advanced Data Import/Export
iMIS 20 Usage Agreement Version 4 April 2014 / Page 4 of 4
Price/Term: / per year, payable in advance.
One Year Two Year Three Year Four Year
By Signing below, you agree that the terms below (four pages) shall govern your hosting from us and your usage of our products and services.
By: ______
[Signature]
Name: ______
[Print]
Title: ______Date: ______
[Print]
iMIS 20 Usage Agreement Version 4 April 2014 / Page 4 of 4We agree to provide you with the services (“Services”) shown below and with the use of the Type and Level of iMIS 20 software (“Software”) and number of named seats shown above as ordered by you and accepted by us in return for the fees specified above (or our published price if no price is shown), which price we may change from time to time. Any change in the price shall not become effective until the start of your next term. This Agreement becomes effective when your order has been signed by the Manager of Global Hosting Operations, but we shall not start to bill you until we start to provide services.
We will provide:
ü Network Administration, that is keeping our servers and related equipment operational and available for your use. We sometimes schedule maintenance at off hours that may temporarily make these services unavailable to you. We usually notify you in advance of any scheduled maintenance.
ü Software hosting, that is keeping our Software and related software on our systems, available for your use and providing our standard system updates, maintenance and diagnostic services. Related software includes supporting software like backup and security programs and we maintain that software, as well. We may apply certain Software patch releases or updates when such releases are available and considered by us to be stable and necessary.
ü Internet access, that is connecting the server to the Internet through our data center internet uplink.
ü 24x7x365 availability of access to the Software. That means every hour of every day except for times of updates and other scheduled maintenance. We will coordinate updates and maintenance with you, to minimize disruptions.
ü Data safeguarding of your data with disk-based virtual server snapshots every four (4) hours during business days and every eight (8) hours on weekends. Our systems are housed at a tier 3+ Data Center with 24 hour onsite security monitoring, restricted access to the server floor, backup power generators, and humidity control and fire suppression. Our servers are monitored electronically. Issues are resolved by ASI Hosting and the Data Center as required.
ü Help desk availability will be the same as for other Hosting users – generally our business hours.
You will be responsible for:
o Communicating between your office and our server. This includes the connection from your office to your Internet Service Provider (ISP) and to the Internet.
o Checking that any changes made to your database and web site are correct and notifying us promptly of any problems that you notice.
o Policing your staff and users and not allowing them to use our facilities for illegal purposes (violating communications or copyright laws, for example) or spamming other people. You are responsible for all of your usernames/passwords and anyone who uses them.
o Paying your bills. You must pay all invoices within thirty (30) days of receipt.
General Terms and Conditions
1. Disclaimers. We warrant that we will provide you with substantially the same level of service we provide to others of similar Type, Level and Payment method. That is our only warranty. We are not liable for: (a) problems beyond our reasonable control; (b) delays or unavailability of the Internet or any sites on it; (c) the applications you choose to run (or have us run for you) unless we wrote them; (d) the mistakes of others including any Internet Service Provider, Microsoft, equipment manufacturers, consultants or Solution Providers; (d) changes you have made or paid others to make, including data that you have entered or changes to style sheets; or (e) web sites, links or front ends that you have added. We are only liable for direct damages and not for incidental, consequential or other indirect damages such as lost profits, even if we know that they may occur. There are no implied warranties, such as the warranties of merchantability or fitness for a particular purpose. No one is authorized to make any promises to you or give you any warranties beside what we promise in this document and you should not rely on any advertising, brochures or statements by salespersons, even if they have apparent authority to speak for us.
2. Remedies. If we breach this agreement, and you tell us of a problem, we will either (a) give you a way to work around the problem and fix it at a scheduled maintenance time; or (b) fix the problem and give you a credit for the time you were unable to use the service after notifying us of the problem and then applying for the credit; or (c) terminate this Agreement and refund to you the money you have pre-paid for unused hosting and usage service. In any case, the total, aggregate amount of our liability under this Agreement can never exceed the total amount received by us from you for Hosting and Usage services. We are never liable for indirect damages such as lost profits or for punitive damages.
3. Confidentiality. We will take reasonable steps consistent with our hosting responsibilities to keep confidential any information you have told us is confidential. You will also keep confidential any information that we have told you was confidential. We acknowledge that your database information is confidential.
4. Termination. You can terminate this Agreement at any time by written notice to us. In such a case, we will cooperate with you and will provide exit and transfer services at our normal consulting rates. We can suspend the Services if you fail to discharge your responsibilities, including paying us. In the event of your terminating service, you remain obligated for payments for the remaining term even though you are not using the services unless you are terminating after your applying for and obtaining the credit under section 2(b) three (3) times during the preceding twelve (12) months.
5. Miscellaneous. This written Agreement is the complete and exclusive statement of the agreement between the parties about hosting and usage. It supersedes any previous communication or agreement and can only be modified by another agreement (such as an Addendum), signed by our General Counsel and by you that only deals with that modification and not, for example, by a letter dealing with other issues or a phone call with our service or sales personnel. We may subcontract some of our tasks, including the location of the equipment at a service center, but we shall remain liable to you for the performance of all subcontracted tasks. At the end of the term, this Agreement shall renew automatically from year to year at the then-current price unless either of us gives the other at least ninety (90) days’ notice of non-renewal. If any provision of this Agreement is held by a court to be invalid, illegal, or unenforceable, the remainder of this Agreement shall remain in full force and effect. Any failure to enforce a provision of this Agreement shall not constitute a waiver of that provision or of any other provision. The laws of Ontario govern this agreement and you consent to the exclusive jurisdiction of the Federal or Provincial courts in Toronto in any action arising from or related to this Agreement. The language in this Agreement shall be construed in accordance with its fair and common meaning and not strictly for or against any of the parties. You cannot assign your rights under this agreement nor sublicense, lease or authorize any third party to use the Services nor facilitating their linking to our Service.
License Terms
A License. We grant to you a non-exclusive, non-transferable license under the terms of this Agreement to use the Software as indicated on the first page by up to the number of Seats (named users) shown on the first page with a Database not to exceed the number of records shown on the first page as part of the Services provided under this Agreement. Each Seat is to be assigned to one individual user and they are not to be pooled or otherwise used by multiple users. Your license to use our software terminates with this Agreement and if you want to use iMIS on another computer system, you will have to purchase a full license from us. The size of your iMIS Database is the number of name type records expected to be in the Database that have had any type of financial activity during the past three years. That includes records for members, donors, prospects and others that of that type. Each name type record has a unique ID usually assigned by the Software.
B Warranties. We warrant that we are the owners of, or are authorized to allow you to use, all of the Software that we provide for your use. In the event that there is a problem with the Software we have written and it does not work substantially according to its specifications, we will fix the problem within a commercially reasonable time. The specifications are at http://docs.imis.com. If you had to stop using our Software while we fixed it, we will apply the remedies in section 2, above for the Software that you had to stop using. Those are your sole and exclusive remedies. We do not warrant that the Software will meet your requirements that exceed the capabilities of the Software as shown in our specifications. There are no implied warranties of merchantability or fitness for a particular purpose or any other implied conditions. This supplements the disclaimers in section 1, above.
C Confidentiality. You acknowledge that: (a) we own all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights in and to the Software (and its documentation) that we wrote and any corrections, enhancements, updates or other modifications, whether made by us or a third party; and (b) we own all of the rights in the layout, structure and design of the database used by the Software (both, together, the “Confidential Information”). We acknowledge that you own the information that you place or have placed in the database (also Confidential Information). During the period this Agreement is in effect and at all times after its termination, we (and our employees and agents) and you (and your employees and agents) shall maintain the confidentiality of the Confidential Information and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party nor facilitate such disclosure nor use such information except as authorized by this Agreement or by the owner in writing. You may not see or copy the code for iMIS 20-100, iMIS 20-200 or iMIS 20-300. You grant us the right to reasonably audit your use for exceeding your License count, database size or other breaches of this Agreement and to gather and use anonymized data to improve the service.
D Level -100. You may not use any computer code that interacts with the Database unless that code has been certified by us for use with Level-100. We intend to certify little or no such code. You are limited in the switches you can set and the formulae you can enter to control how the code works.
E Level -200 and Level-300. You may not use any computer code that interacts with the Database unless that code has been certified by us for use with your Level. We intend to certify many such ancillary programs. In addition, you can use code or scripts or iParts that you have written or had written on your behalf if they conform to our requirements found at imiscommunity.com. Generally, you would use an Authorized iMIS Solution Provider or an Authorized iMIS Consultant or our Consulting Department to write those for you.
iMIS 20 Usage Agreement Version 4 April 2014 / Page 4 of 4