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Service Plan Agreement
This Service Plan Agreement (the “Agreement") is entered into between eCourtDate, Inc., a Delaware Corporation with its principal place of business located at 382 NE 191st St #61350 Miami, Florida 33179 (the “Company") and the Customer Demo Agency, as described in the Service Plan, incorporated by reference herein, and will be effective from the date specified on the Service Plan (the “Effective Date"). (Company and Customer may be referred to singularly as a “Party" or collectively as the “Parties.")
|99.95% Guaranteed Uptime||Reliable and continuous uptime.|
|Less Than 1s API Response Time||Ensures a fast experience for users.|
|Staging Environment||Use a simulated staging environment to test settings and features.|
|24/7 Priority Support||Immediate, guaranteed support during any mission critical failures.|
|8am - 8pm EST Standard Support||Same day or next business day for non-priority support requests.|
|Maintenance in Off Hours||We handle maintenance in your off hours to minimize downtime.|
“Authorized Users" means the number of identifiable unique persons consisting of Customer’s personnel and outside consultants who are authorized to access and use the Services, as specified in the applicable Service Plan. Authorized Users may include Customer’s third-party consultants, outsourcers, contractors, and other service providers.
“End Users" means the defendants, indemnitors, and any additional contacts added by the Authorized Users and contained in Customer Data who are notified by the software. “Customer Data" means the Customer’s information or other data processed, stored, or transmitted by, in, or through the Services, including, but not limited to, personal information relating to the Customer’s personnel, End Users, and prospective End Users.
“Portal" means the Company’s website or mobile app including the Technology.
“Proprietary Rights" means any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual or industrial property.
“Service Plan" means a form, incorporating the terms of this Agreement, by which a Customer selects and commences Services. A Service Plan can be either in written form, specified as a “Service Plan", or as an electronic form the Customer configures through the Portal.
“Services" means the service plans and features selected by the Customer and specified on the applicable Service Plan and any updates or upgrades to such services that may be generally released by the Company to all customers from time to time. These Services may change by mutual consent of the Parties, as recorded through the Service Plan.
“Technology" means the computer hardware, software, and other tangible equipment and intangible computer code necessary to deploy and serve the Services via the Portal.
The Portal is a platform that allows the Customer to notify End Users of upcoming court dates and other legal events.
The Parties acknowledge that all Customer Data used with the Services and all the data derived from such Customer Data is and will remain the property of the Customer.
The Company shall only be responsible for the accuracy, quality, integrity, legality, reliability, or appropriateness of any Company-supplied data.
Customer covenants and agrees that its use of the Services will be in a manner consistent with this Agreement and with all applicable laws and regulations, including trade secret, copyright, trademark, and export control laws. Without limiting the generality of the foregoing, Customer shall not, nor shall it permit or assist others, (i) to abuse or fraudulently use the Services; (ii) to process or permit to be processed the data of any third party that is not expressly authorized herein to access and use such Services; and (iii) to attempt to copy, reverse engineer, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source code of any part of the Technology; or (iv) to access, alter, or destroy any information of any customer of the Company by fraudulent means or device, or attempt to do so.
Customer covenants and agrees that it has the right to use the End User’s personal information for purposes of these services.
Customer covenants and agrees to inform End Users that the Services are provided only as a convenience and there is no guarantee that notifications will be timely or that they will be transmitted at all.
The Customer will be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of its link to the Internet. As part of the Services, the Company shall implement reasonable security procedures consistent with the prevailing industry standard to protect Customer Data from unauthorized access (the “Security Standard"). The Company will not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to the Company at the time. The Company will promptly report to the Customer any unauthorized access to Customer Data promptly upon discovery by the Company and the Company shall use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in such Customer Data is required, the Company will offer message credits to send correction notifications at no additional cost.
Technical Requirements for Services
The Services will be rendered in a manner that will support the Authorized User requirements and other requirements provided in the applicable Service Plan.
The Services will be scalable in a manner that allows the Services to meet any forecasted increase provided in the applicable Service Plan (services which aren’t defined in this contract may occur additional expense).
For purposes of this Agreement, “Confidential Information" means Customer Data and non-public aspects of Customer technology, computer programs, and business and technical information and data. In addition, Confidential Information includes information which, although not related to the Services or this Agreement, is nevertheless disclosed hereunder by either Party, and, in addition, is disclosed and identified by either Party as confidential or proprietary in nature.
Restrictions on Use and Disclosure. Company may use Confidential Information of the Customer only for the purposes of this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but, in any case, using no less than a reasonable degree of care. The Customer may disclose Confidential Information received hereunder only as reasonably required to perform its obligations under this Agreement and only to its employees who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure.
Exclusions. The restrictions of this Agreement on use and disclosure of Confidential Information will not apply to information that: (i) is in the possession or control of the Company at the time of its disclosure hereunder; (ii) is, or becomes, publicly known, through no wrongful act of the Company; (iii) is received by the Company by a third party free to disclose it without obligation to the Customer; (iv) is independently developed by a party as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by the Customer. However, notwithstanding any other language to the contrary, both the Company and Customer may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law.
Purchase of Additional Services
Customer may elect to purchase rights for additional messages, and/or additional services from time to time. Such additional purchases will be governed by the terms and conditions in this Agreement. The Customer agrees that, absent the Company’s express written acceptance thereof, the terms and conditions contained in any Service Plan or other document issued by the Customer to the Company for the additional purchases, will not be binding on the Company if such terms and conditions are additional to or inconsistent with those contained in this Agreement.
Proprietary Rights Ownership
Ownership of the Proprietary Rights embodied in the Portal, Services, and the Technology will remain exclusively vested in and be the sole and exclusive property of the Company and its licensors. In addition, the Customer hereby transfers and assigns to the Company, any rights the Customer may have to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by the Customer relating to the Services. The eCourtDate.com domain name, product names, and logos associated with the Services are trademarks of the Company or third parties, and no right or license is granted to use them.
Customer Representations and Warranties
The Customer represents and warrants that the performance of its obligations and use of the Services (by Customers and its Authorized Users) will not violate any applicable laws or regulations.
The Customer acknowledges that (i) the Company is not required to monitor the content of information passing through the Services for purposes of verifying accuracy or legal compliance and (ii) the Customer shall use commercially reasonable efforts to ensure that the information it and its Authorized Users transmit thereby complies with all applicable laws and regulations, whether now in existence or hereafter enacted and in force.
The Customer represents and warrants that (i) it has the authority and right to transmit Customer Data (including End User’s personal information) to the Company; and (ii) the use of Customer Data under this Agreement will not infringe the intellectual property rights or other proprietary rights of any third party. The Customer covenants that it will only supply the Company with data that the Customer has the right to supply. The Customer also covenants that it will not attempt to transmit any confidential or privileged messages to the End Users via the Portal.
In the event of breach by the Customer of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, the Company will have the right to suspend immediately any Services if the Company deems it reasonably necessary to prevent any harm to the Company and its business. The Company shall provide notice to the Customer and an opportunity to cure, if practicable, depending on the nature of the breach. Once cured, the Company shall promptly restore the Services.
Company Representations and Warranties
The Company represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations under this Agreement, and (ii) the performance of its obligations and delivery of the Services to the Customer will not violate any applicable laws or regulations of the United States or cause a breach of any agreements between the Company and any third parties. In the event of a breach by the Company of the foregoing warranties, the Customer’s sole remedy is termination of this Agreement upon written notice to the Company.
The Company represents and warrants that the Services will: (i) conform to all material operational features as described in the applicable Service Plan and (ii) be free of errors and defects that materially affect the performance of such features (“Limited Warranty"), provided that the Customer notifies the Company of any such non-conformity, error, or defect. The Customer’s sole and exclusive remedy for breach of this Limited Warranty will be the prompt correction of material, non-conforming Services at the Company’s expense.
Disclaimer of Actions of Third Parties
The Company does not and cannot control the flow of data to or from the Company’s Technology and other parts of the Internet. Such flow of data depends on the performance of the Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer’s connections of the Internet (or portions thereof). Although the Company will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, the Company cannot guarantee that such events will not occur.
Options for Infringement Claims
If any party is enjoined from using the Technology, or if the Company believes that the Technology may become the subject of a claim of intellectual property infringement, the Company, at its option and expense, may: (i) procure the right for the Customer to continue to use the Services; (ii) replace or modify the Technology so as to make it non-infringing; provided, however, that the Services continue to conform to the descriptions and/or specifications provided in the applicable Service Plan; or (iii) terminate this Agreement, in which case the Company shall refund to the Customer any and fees paid in advance by the Customer for those Services not provided by the Company and provide, at the Customer’s request and free of charge, the Customer Data in a database document format. This Section and the preceding Section set forth the entire liability of the Company to the Customer for any infringement by the Technology or Services of any intellectual property of a third party. Despite the foregoing, this Section does not apply to third-party software including, but not limited to, open source software.
In no event will the Company’s aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, exceed one (1) subscription fee.
Term and Termination
Term of Agreement. The initial term of this Agreement will commence as of the Effective Date and will continue for a period of one (1) year. At the Customer’s option and approval by the Company, the contract may be renewed for additional twelve (12) month periods. If the Customer exercises the right in writing, the Company must update and submit any documents required during the initial solicitation by no later than thirty (30) calendar days prior to the commencement of the option period.
Term of Service Plan. Any Service Plan created under this Agreement will commence immediately upon execution by both Parties and will continue thereafter as provided in the Service Plan; provided, however, that despite any other provision of this Agreement or in any Service Plan, all existing Service Plans will also terminate upon the expiration or termination of this Agreement.
Automatic Termination. Unless the Company promptly upon discovery of the relevant facts notifies the Customer to the contrary, in writing, this Agreement and all Service Plans will terminate immediately, without notice, upon the institution of insolvency, bankruptcy, or similar proceedings by or against the Company, any assignment or attempted assignment by the Company for the benefit of creditors, or any appointment, or application for such appointment, or a receiver for the Company.
Termination for Cause. If either Party fails to comply with any of the material terms and conditions of this Agreement or Service Plan including, but not limited to, the payment of any subscription fee or reimbursement due and payable to the Company under this Agreement, the non-defaulting Party may terminate this Agreement and/or all Service Plans upon thirty (30) days’ written notice to the defaulting Party specifying any such breach, unless within the period of such notice, all breaches specified have been remedied.
Effect of Termination. Upon any termination of this Agreement, the Customer will be denied access to the Portal. Termination will not relieve the Customer of its obligation to pay any undisputed fees accrued or payable to the Company prior to the effective date of termination. Customer is entitled to a prorated refund for if this Agreement is terminated as a result of Company's material breach of the Agreement. The payment of Customer obligations in fiscal years subsequent to the current year is contingent upon funds for this Agreement being appropriated and budgeted. If funds for this Agreement are not appropriated and budgeted in any year subsequent to the fiscal year of execution of this Agreement, this Customer shall terminate, without any penalty to Customer.
Termination by the Company for End of Life
The Company intends to continue to provide and support the Services for as long as the Customer renews in accordance with the applicable Service Plan; provided, however, if the Company determines, in its sole discretion, that it is no longer feasible to support the Services, the Company may terminate this Agreement for end-of-life at any time by providing six (6) months’ written notice to the Customer. In the event of such termination, the Company shall reimburse, on a prorated basis, any subscription fees paid by the Customer.
If the Customer is current in all payments due to the Company at the time of expiration or termination of this Agreement, the Company shall provide to the Customer its Customer Data in a standard database document format at no additional charge. If the Customer requests the Customer Data in a non-standard format, the Customer shall pay the Company a reasonable fee for technical services as determined by the Company.
Designed for Use Only Within Legal Jurisdictions
Access to this Software from locations where its use or contents are illegal is not authorized. The Customer acknowledges and agrees that its access and use of the Services is of its own volition and it is responsible for compliance with local law.
User Suggestions to Company
The Company welcomes the Customer’s feedback with regard to the Portal and the Services. However, the Company will not accept any creative ideas, suggestions, inventions, or materials other than those the Company has specifically requested (“Suggestions"). Any Suggestions will automatically become the property of the Company. None of the Suggestions will be subject to any obligation of confidentiality and the Company shall not be liable for its disclosure or use. The Company will have exclusive ownership of all now known or later discovered rights to the Suggestions and will be entitled to unrestricted use of the Suggestions for any purpose whatsoever, commercial or otherwise, without compensation to the Customer.
If any part of this Agreement is held to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provisions would make the provision valid, then such provision will be deemed to be construed as so limited.
This Agreement and the rights and obligations of the Parties under it are governed by and interpreted in accordance with the laws of the State of Demo State without regard to principles of conflicts of law.
Any notices required or permitted to be given under this Agreement will be given in writing and will be delivered (i) virtual, (ii) by certified mail, postage prepaid, return receipt requested, or (iii) by commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices will be addressed to the address of the Party as specified in this Agreement or to such other address as the Party may specify in writing.
Assignment and Successors
Neither Party may assign this Agreement of any of its rights or obligations hereunder without the other’s express written consent, except that either Party may assign its rights and obligations in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets relating to this Agreement. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the Parties.
The following obligations will survive the expiration of termination of this Agreement and the distribution grace period provided above: (i) any and all warranty disclaimers, limitations of liability, and indemnities granted by either Party, (ii) any covenant granted in this Agreement for the purpose of determining ownership of, or protecting, the Proprietary Rights including, but not limited to, the Confidential Information of either Party, or any remedy for breach thereof, and (iii) the payment of taxes, duties, or any money to the Company owed under this Agreement.
Neither Party shall be liable for damages or any delay or failure of delivery arising out of causes beyond its reasonable control and without its fault or negligence including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures. Despite any other provision of this Agreement, if either Party is unable to perform under this Agreement for a period of thirty (30) consecutive days, the other Party may terminate this Agreement immediately, without liability, by ten (10) days’ written notice to the other.
U.S. Government End-Users
The Technology and the Company software incorporated therein, this Portal, and the Services all consist of “commercial items," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software" and “commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users of this Portal acquire only those rights set forth therein.
Criminal Background Check
If this contract requires that the Company personnel access Customer Data (either on-site or remotely) or access secure areas of Customer Facilities, then the Company personnel may be required to undergo a Criminal Justice Information Services (CJIS) Background Check, a Human Resources Criminal Background Check, or a Sheriff’s Criminal Background Check. Criminal Background Checks will be paid for by the Customer.
Confidentiality, Integrity, Availability (CIA)
The Company shall protect the Confidentiality, Integrity, and Availability (CIA) of all Customer Data ensuring extra levels of security. All Customer information must remain private and permit redaction of protected information before publication. Audit trails cannot be altered.
The Company agrees that upon discovery of unauthorized access to Customer Data, the Company shall notify the Customer both orally and in writing. In no event shall the notification be made more than forty-eight (48) hours after the Company knows or reasonably suspects unauthorized access has or may have occurred. In the event of a suspected unauthorized Access, the Company agrees to reasonably coordinate with the Customer to investigate the occurrence.
All Customer data will be 100% hosted within the United States.
eCourtDate, Inc. Signature
Demo Agency Signature