Terms & Conditions

HOSTING AGREEMENT

IMPORTANT: This Software Hosting and End User License Agreement (“Agreement”) is a legal agreement between you and Marmak Information Services. Please read this Agreement carefully before using the Software Subscription and accessing the Software. By logging into your instance of the hosted software, you confirm your acceptance of the Software/Hosting Service and agree to be bound by the terms of this Agreement. If you do not agree to these terms, do not log into the software.

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings ascribed to them:

(a) "Marmak" refers to Marmak Information Services and its licensors or affiliates, if applicable.
(b) "Software" means the Sub-Zero software program(s) and any third-party software programs provided by Marmak, including associated documentation, media, printed materials, and online or electronic documentation.
(c) "Software Edition" refers to the specific version of the Software Subscription that you have purchased, including the specified number of concurrent user licenses.
(d) "Hosting" refers to the service provided by Marmak to install and host the Software on a shared Microsoft Windows® Web Server and Microsoft SQL Server® Database Server that is publicly accessible to you over the Internet.
(e) "Subscription" refers to the combination of Software and Hosting provided by Marmak to you during the specified Subscription Period.
(f) "Subscription Period" means the period during which a specified number of Users are licensed to use the Subscription pursuant to the purchased Software Edition.
(g) "Client" means the legal entity purchasing the Subscription. In the case of local, provincial, territorial, or federal governments, Client will be limited to the specific department or statutory agency of Government purchasing the license.
(h) "User(s)" refers to employees, representatives, consultants, contractors, agents, or customers of the Client who are authorized to use the Subscription and have been provided user identification and passwords.
(i) "User Data" refers to all text, pictures, and other data provided by users of the Software.
(j) "Trial Subscription" means a time-limited evaluation Subscription provided at no cost to the Client for the purpose of evaluating the functionality of the Software.
(k) "Commercial Subscription" refers to a Subscription that is not a "Trial Subscription."

2. HOSTING SERVICES

Marmak will provide the following Software Hosting services as part of a Commercial Subscription:

(a) Data Backup: Marmak will maintain a weekly backup copy of the User Data stored in the Software as part of the Subscription.
(b) Data Downloads: The Client may download data using the Excel export function of the Software. The Client may also request a copy of any and all User Data at any time. Marmak will make requested User Data available on its secure website for the Client to download. The Client will incur a fee of $150 per hour for this service, subject to change with a one-month advance notice from Marmak.
(c) Standards/Service Level Guarantees: Marmak’s hosting services will conform to industry standards, with performance guarantees based on agreed-upon service levels.
(d) Security: Marmak will use industry-standard measures to prevent unauthorized access to backup server sites, restricted areas of the Software, databases, or other sensitive material generated from or used in conjunction with the Software. Marmak will promptly notify the Client of any known security breaches.
(e) Support: Marmak will provide support during normal business hours as outlined in the Agreement:
i. Telephone Support: Available during normal business hours (9 a.m. to 5 p.m., EST/EDT, Monday through Friday, excluding Canadian public holidays).
ii. Email Support: The Client may submit support requests via email to an address provided by Marmak.
iii. Turnaround Time: Marmak will make reasonable efforts to respond to emails and phone messages within one (1) business day.

3. LICENSE GRANTS & RESTRICTIONS

(a) Marmak grants the Client a non-exclusive, non-transferable right to use the Subscription, subject to the terms of this Agreement. All rights not expressly granted to the Client are reserved by Marmak and its licensors.
(b) The Client shall use the Subscription only for business purposes and shall not:
i. Send unsolicited messages or spam in violation of applicable laws;
ii. Store or send infringing, obscene, threatening, or unlawful materials, including materials harmful to children or that violate third-party privacy rights;
iii. Store or transmit materials containing viruses, malware, or harmful code;
iv. Interfere with or disrupt the performance or integrity of the Subscription;
v. Attempt to gain unauthorized access to the Hosting service or its associated systems or networks.
(c) All rights, including intellectual property rights, in and to the Client’s Data remain the exclusive property of the Client. Marmak has a limited, nonexclusive license to access and use this Data solely for performing its obligations under this Agreement.
(d) The Client owns all Data created or processed through the Software, and Marmak has no ownership rights to such Data except as expressly stated herein.

4. CLIENT RESPONSIBILITIES

The Client is responsible for:

  • All activities occurring on Marmak’s servers.

  • Ensuring compliance with all applicable laws, including those related to data privacy, international communications, and the transmission of technical or personal data.

  • Backing up their own data using the built-in export functionality of the Software.

5. ACCOUNT INFORMATION AND DATA

Marmak does not own or license the data submitted by the Client to the Software during the use of the Subscription (“User Data”). The Client is responsible for:

  • The accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data.

  • Backing up their data. Marmak is not responsible for the deletion, damage, loss, or failure to store any User Data unless specifically required by this Agreement.

6. DATA RETENTION

Upon termination (other than for the Client’s breach), Marmak will make User Data available to the Client for download within thirty (30) days, provided the Client requests this at the time of termination and has paid for all services up until that point. Marmak’s fee for this service is $150.00 per hour. Marmak is not obligated to retain User Data and may delete it more than sixty (60) days after termination.

7. SERVICE LEVELS

Marmak guarantees that the Services will be operational at least 95% of the time during any given month. This means that the maximum downtime will be 5% of the time.

8. HOSTING SERVICES

Marmak will host the SUB-ZERO Software in a secure data center with appropriate redundancies to ensure performance and security. Marmak will back up the Website and Client’s data weekly. If the Client’s data is lost, Marmak will restore the backup at the rate of $150.00 per hour.

9. HOSTING FEES

(a) In consideration of the Hosting Services, the Client will pay Marmak the applicable Subscription fee. Payment is due within 30 days of receiving the invoice.
(b) All fees are in CAD / USD and exclusive of applicable taxes.
(c) The Initial Services Term is one (1) year, starting from the Services Commencement Date. The term will automatically renew for successive one (1) year periods unless the Client notifies Marmak of its intent to terminate.

10. TERMINATION OF SERVICES

(a) Either party may terminate the services with ninety (90) days prior written notice.
(b) Marmak may suspend or terminate services if:
i. The Client fails to make timely payments;
ii. The Client breaches the Agreement;
iii. The Client becomes insolvent, bankrupt, or enters into liquidation;
iv. The Client ceases business operations.

(c) Termination does not affect Marmak’s rights, including the right to payment for services provided prior to termination.

11. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless Marmak and its representatives from any claims, actions, or proceedings arising from:

  • Marmak’s performance of the services, except for breaches or negligence by Marmak;

  • The Client’s failure to fulfill its obligations under the Agreement.

12. LIMITATION OF LIABILITY

Marmak’s liability will be limited to the annual subscription fees paid by the Client, and it will not be liable for indirect, consequential, special, or incidental damages. Marmak will not be responsible for the loss or theft of any product, and the Client is responsible for safeguarding these items.

13. LIMITED WARRANTIES

Marmak warrants that the Software will generally perform as described in the documentation, but makes no guarantees regarding uninterrupted or error-free operation. The Software is provided “AS IS” with no implied warranties, including fitness for a particular purpose.

14. DISPUTE RESOLUTION

If a dispute arises, and resolution cannot be reached within ten (10) business days, the dispute will be escalated to executive representatives of each party.

15. NOTICES

All notices under this Agreement shall be in writing and sent to the respective parties at the following addresses:

Marmak Information Services
30 Intermodal Drive, Suite 204,
Brampton, Ontario L6T 5K1
Attention: John Tarantino
Email: info@marmak.ca

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