WebKlaxon Software Service Agreement

Effective Date: December 8th, 2019

This document (“Agreement”) shall apply to Idaealy Solutions, LLC, WebKlaxon Series ("Company") monitoring services, data, related products and offerings, support and other services hereafter known as the “Service“. This is a legal, nonexclusive agreement which contains the entire understanding between the you (“Customer”) and Company (collectively referred to as “Parties”) regarding the use of the Service and shall become binding upon the parties hereto upon successful registration by Customer of the Service.

1) Description of Service

Company provides tools that allow for the remote monitoring of servers, network components, web applications, websites, URL, IP address, and other Internet connected devices (“Web Properties”) for the Customer.

  • a. Customer may elect to use Services to provide notifications, alerts and reports to monitor potential events on Customer designated Web Properties.
  • b. Customer is solely responsible for defining, creating and maintaining the configuration of Web Properties, any associated alerts and notifications and any contacts as part of the Service’s configuration.
  • c. Logging of data for review by Customer is provided by Company.
2) Customer Agrees That:

Company collects and processes the following categories of Personal Data in order to run its business activities.

  • a. Customer is authorized to monitor any Web Property configured in Service. Customer either owns, leases or is otherwise authorized to monitor any Web Property configured in Customer’s account.
  • b. Customer will cease monitoring any Web Property promptly if they are no longer authorized to perform such monitoring.
  • c. Customer shall follow all applicable laws when utilizing Service.
  • d. Company may suspend or terminate access to the Service without prior notice to Customer in the event of a breach of this Agreement.
  • e. Customer shall indemnify and hold harmless Company against any and all losses, costs, legal fees, liabilities and expenses arising out of Customer’s use of the Service, including any breach of Agreement.
  • f. It is Customer’s sole responsibility for maintaining the accuracy of account contact information, including but not limited to:
    •      i. Billing information including authorized account holder names and addresses
    •      ii. Email information of primary contacts
    •      iii. Valid Credit card information for payment
  • g. Company shall have no liability for Service interruptions or the consequences of Service interruptions resulting or arising from failure of Customer payment.
  • h. Customer is not a competitor of Company.
3) Customer Support
  • a. Company shall provide reasonable email support to Customer regarding the use of its Services.
  • b. Company shall make reasonable efforts to respond to Customer inquiries within 24 hours.
  • c. Company shall have no liability whatsoever for lost communications between Customer and Company.
4) Service Compensation

Customer agrees to pay Company for any provided Service in accordance with Company’s pricing schedule for base service plans and any bundled options. Upon termination of Customer’s account for any reason, Customer agrees to immediately pay any outstanding balance.

5) Service Level Agreement

If Company fails to monitor any of Customer’s correctly configured Web Properties for an aggregate period of two (2) hours within a month, Customer will be credited (“Billing Credit”) an amount equal to 25% of one (1) month’s service of their base plan excluding bundled options. In order to qualify for the Billing Credit:

  • a. Customer must submit a written request for the Billing Credit to Company no later than thirty (30) days from the incident in question.
  • b. Customer must provide details of the device being monitored, the approximate date and time the failure occurred and additional requested information to help determine the failure.
  • c. Customer’s account must be active an in good standing.
  • d. The monitored device in question must be active and currently monitored.
6) Warranty

Company warrants that during the term of this Agreement, Company shall perform configured Services in accordance with industry standards. Except as expressly provided in Section 5 Service Level Agreement, Company makes no other express warranties.

7) Limitation of Liability
  • a. Company shall use industry standards to provide Services to Customer, however while Company shall make reasonable efforts to provide functional Services to Customer, Company does not guarantee the timing, accuracy or usefulness of the information, data, alerts or notifications provided by Service.
  • b. Company shall not be responsible for any incidental or consequential damages or lost profits suffered by Customer as a result of Customer’s reliance on Service.
  • c. Company shall have no liability whatsoever arising from any technical failure(s), lost or unavailable data or information, participation by others in Customer’s Web Properties, interruptions in Service, participation by others in Company’s Service, or human error that may occur while servicing Customer’s account.
8) Termination of Service
  • a. Termination by Customer – Customer may cancel the Service at any time and for any reason.
  • b. Termination by Company – Company may immediately suspend or cancel Customer’s account for non-payment or for breach of this Agreement.
9) Changes to Agreement

Company may change the terms and conditions of this Agreement from time to time. By subscribing to the Service, Customer agrees that Company may provide to Customer by use of electronic communications required notices, agreements, and other information concerning Service, including changes to this Agreement. Use of the Service after the effective date of the change will constitute Customer’s acceptance.

10) Severability

If any terms of this Agreement are determined to be invalid or inoperative, this Agreement will be construed as though the invalid or inoperative provisions were deleted. The Parties’ rights and obligations will be construed and enforced to reflect the Parties’ original intent to the extent possible.

11) Complete Agreement

This Agreement constitutes the complete agreement between the Parties and supersedes all prior or contemporaneous agreements or understandings with respect to the subject matter. No course of dealing, usage of trade or course of performance will be construed to supplement, amend or construe any term, condition or instruction of this Agreement.

12) Headings

Headings of the sections and paragraphs are inserted for convenience and will not affect the interpretation or construction of this Agreement.

13) Non-Exclusivity

This Agreement is not an exclusive agreement. Company shall provide Services to other customers which may provide products or services similar to or the same as Customer without notice.

14) Choice of Law

This Agreement is governed by the laws of the state of Alabama without regard to its conflicts of law provisions. Any litigation or enforcement of an arbitration award must be brought in District Court, Jefferson County, State of Alabama or the U.S. District Court for the District of Alabama, as appropriate. Each party consents to personal and subject matter jurisdiction and venue in such courts and waives the right to change venue. The parties acknowledge that all directions issued by the forum court, including injunctions and other decrees, will be binding and enforceable in all jurisdictions and countries.

15) Survivability

All warranties, indemnities, guarantees, representations and confidentiality obligations and any undischarged obligations arising prior to the expiration or termination of this Agreement will survive expiration or termination.