4PSA - Cloud Calling

Browse 4PSA legal agreements:

Master Service Agreement (MSA)

End-User License Agreement (EULA)

Hubgets End-User License Agreement (Hubgets EULA)

Acceptable Use Policy (AUP)

Support Service Agreement (SSA)

Cloud Service Agreement (CSA)

Master Service Agreement

This Master Service Agreement (hereinafter referred to as "MSA" or the "Agreement") is a legal CONTRACT between YOU, YOUR EMPLOYEES, AGENTS, and CONTRACTORS, and ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THIS AGREEMENT, based on your duly empowerment in this respect (hereinafter referred to as "You") and Rack-Soft, Inc., with its principal place of business at 4250 Lancaster Pike, Suite 120, Wilmington, DE 19805, USA, (hereinafter referred to as "4PSA"). Any obligation incurred by You based on this MSA shall also be incurred and shall be read as to extend also to Your employees, agents and contractors and to any other entity on whose behalf you accept this Agreement.

If You are any form of legal entity, a company, a corporation, a subsidiary, a branch, a department or other separate unit of such, a joint-venture, a partnership, an NGO, or any other form of legal organization (hereinafter referred to as a "company"), any obligation incurred by "You" based on this MSA shall also be incurred and shall be read as to extend also to Your employees, agents and contractors and to any other entity on whose behalf You accept this MSA.

The MSA includes the Terms of Service ("TOS"), End-User License Agreement ("EULA"), Hubgets End-User License Agreement ("Hubgets EULA"), Acceptable Use Policy ("AUP"), Support Service Agreement ("SSA"), and Cloud Service Agreement ("CSA"). By acquiring the 4PSA Services, the 4PSA Software and/or Hubgets Software and by using 4PSA Website, You expressly accept any and all clauses of the MSA. Your use of 4PSA Services, the 4PSA Software, Hubgets Software and 4PSA Website is also subject to our Privacy Policy, which covers how we collect, use, share, and store Your Personal Information.

4PSA reserves the right, in its sole discretion, to amend and/or supplement at any time, the terms and conditions of its MSA, including the TOS, EULA, Hubgets EULA, AUP, SSA, and CSA. The amended MSA will be posted at www.4psa.com/legal and You are due to verify it from time to time. If there is a conflict between the MSA that You agreed upon the time of Your registration and the most current version of this MSA, posted at www.4psa.com/legal, the latter will prevail. 4PSA will notify You regarding the amendments made from time to time and You will be asked to review the amended MSA and to indicate and confirm Your acceptance of the amended MSA by sending a confirmatory e-mail to the Legal Department at legal@4psa.com. You must accept and agree with the MSA in order to continue to access the 4PSA Services and the Software. If the amendment alters a material term of the MSA that is unacceptable to You, You may, as your sole and exclusive remedy, terminate the MSA and cease the use of the 4PSA services and of the Software. If You do not send confirmatory e-mail to legal@4psa.com within five [5] days as of the notification that You accept amendments made to this MSA, then the amendments and the most current version of the MSA, posted at www.4psa.com/legal are considered accepted by You.

The current version of the MSA supersedes any other previous MSA which may have been agreed upon at the time of Your registration, whether for Yourself or on behalf of Your company, or Your employees, agents and contractors or other entity on whose behalf You accept this MSA, upon at the time of Your registration. Any change in the MSA that You may request must be agreed upon in writing by 4PSA. All agreements, instructions, notices, requests, demands, claims, approvals, consents and other communications hereunder shall be made in writing, either by registered letter or by e-mail, to the following Contact Information:

Rack-Soft, Inc.
4250 Lancaster Pike, Suite 120
Wilmington, DE 19805

Abuse Department: abuse@4psa.com
Legal Department: legal@4psa.com
Accounting Department: invoice@4psa.com
SLA Requests: sla@4psa.com
Personal Information Requests:privacy@4psa.com

For updated contact information, please check 4PSA Website.

Terms of Service

The Terms of Service ("TOS") is incorporated into the MSA and applicable to ALL services and all software delivered to You by 4PSA (the "Services").

For purposes of these TOS, the Services include any updates, enhancements, modifications, revisions, or additions to the Services made by 4PSA and facilitated to You. As we constantly aim to improve the Services and their features, we can modify, upgrade or update the Services or their features at any time, without giving notice to You, and such modifications, updates or upgrades and new/amended features of the Services shall also be subject to these TOS. Our right to modify the Services applies to all aspects of the Services. We will provide maintenance and support of the Services in accordance with our internal policy, but we will be under no obligation to provide updates, enhancements, modifications, revisions, or additions to the Services.

You must accept these TOS in order to use the Service. By accepting these TOS or by accessing or using the Services, You expressly agree to be bound by all the terms of these TOS, including by any policy made available under the 4PSA Website (as defined below) at www.4psa.com/company-legal.html?section=tos.

Orders

When ordering any services and any software from 4PSA, You agreed to be bound by all the terms of the MSA, including this TOS. 4PSA reserves the right to reject or cancel any of Your placed order at any time, upon at its sole discretion, without any prior notice or justification provided to You, should it be considered by 4PSA that Your behaviour and or use or intended use of 4PSA Services and/or Software is not compatible with any 4PSA policy or the terms of the MSA.

Monthly Service Fees

Fees for service(s) ordered to 4PSA shall be due starting with the date of the initial order. The billing date (hereinafter referred to as the "Anniversary Billing Date") is set for all services provided in a month and it is due on the first day of the following month. Services ordered on or before the Anniversary Billing Date will be billed for a full month service and will continue each month on the Anniversary Billing Date. The fee for all Services provided in a month is due on the first day of the following month.

Minimum Monthly Free

You will not be able to order recurring services if their combined value is lower than twentyfive dollars [US$25]. At its sole discretion, 4PSA may waive this requirement for special orders or promotions.

Service Upgrades and Additional Services Fees

Upgrades ordered on or after the Anniversary Billing Date will be billed for a full month service and will continue each month on the Anniversary Billing Date. Future charges will appear as full monthly fees added to the invoice on the Anniversary Billing Date.

Hourly Service Fees

For any services offered by 4PSA on an hourly basis ("Hourly Services") such as Support Services, You shall specify the period of time for which the Hourly Services are requested. The minimum period of time for which Hourly Services may be requested is one [1] hour. After the first hour, billing is permitted in thirty [30] minutes increments. Unless otherwise specified in the MSA, You agree to all terms and conditions in MSA, including but not limited to the TOS and the AUP. You will be billed for Hourly Services and receive SLA credits, if applicable, on the Anniversary Billing Date.

One Time Fees

One time fees, such as setup fees, administrative fees, and late fees are due and payable at the time they are incurred, and/or agreed upon in writing or via ticket with 4PSA's approval. One time fees, such as special consulting are due and payable upon an invoice following the billing cycle in which they are incurred, and are based on standard rates, or as otherwise agreed upon in writing or via a support ticket open in 4PSA's Support Zone with 4PSA's approval.

Taxes

You are responsible for paying all foreign, federal, state, and local sales, use, value added, excise duty and any other taxes assessed with respect to any services provided to You by 4PSA, other than those taxes based on 4PSA's net income.

Service Credits

SLA credits will be issued to Your account and shall be used to offset future billable Services. SLA credits shall not be issued as cash back to You, nor shall these Service credits be transferable to other account holders. SLA credits shall expire if Your account is fully terminated.

Term and Termination

Unless otherwise agreed upon in writing by You and 4PSA, You agree to a month-to-month contract term for Services. The month-to-month contract for Services is automatically renewed each month in perpetuity, subject to written cancellation by You. Please carefully review 4PSA's cancellation policy set forth below. 4PSA may terminate this Agreement upon non-payment as set forth below. At its sole discretion, 4PSA may terminate this Agreement if You violate any terms and conditions of 4PSA's TOS.

Cancellation

4PSA requires a written cancellation notice via the Business Zone portal, a minimum of twenty-four [24] hours prior to 00:00:00 GMT on the Anniversary Billing Date for discontinuance of month-to-month Services. Failure to supply the requisite twenty-four [24] hours written notice of cancellation will result in a full billable monthly cycle prior to cancellation. Any server cancellation prior to the minimum deadline will remain online until the automated process reclaims Your service on the Anniversary Billing Date. Notice of written cancellation is required through the online Business Zone. Unless otherwise required by law, all Your post-cancellation date remaining data will be destroyed for security and privacy reasons.

Refunds & Disputes

All Services rendered by 4PSA are non-refundable. This includes, but is not limited to: setup fees, one time fees, monthly Service fees, upgrade fees, additional Service fees, technical support fees, administrative fees, and late fees. You agree not to chargeback any credit card/debit card/PayPal payments for rendered Services. A chargeback of payment for rendered Services will result in an additional charge of two hundred dollars [$200] and will be subject to collection by an authorized collection agency. You are responsible for any fees and costs (including, but not limited to, reasonable attorneys' fees, court costs, and collection agency fees) incurred by 4PSA in enforcing collection.

Billing Disputes

4PSA's invoices are deemed accepted, if not contested via e-mail within three [3] days after invoice is issued and sent by e-mail. Billing claims should be sent to the following address: invoice@4psa.com. You must notify 4PSA via e-mail of any disputed amount of an invoice within three [3] days as of the date the invoice is issued and sent. After the elapse of the above mentioned three [3] days, You cannot dispute the invoice any more.

Non-Payment

All payments are due in full on the due date stated on the invoice issued on the Anniversary Billing Date ("Invoice Due Date"). Failure to remit payment for services on the Invoice Due Date is a violation of the TOS. Failure to remit payment for seven [7] consecutive days as of the Invoice Due Date (including the Invoice Due Date), shall result in the automatic termination of the services provided to You by 4PSA. A late fee of 0.5% per day of the invoice amount will be incurred for failure to remit payment for services on or before the monthly Invoice Due Date. This late fee will be asserted starting with the first day after the Invoice Due Date and shall be calculated until the invoice is paid in full. Unless otherwise required by law, all Your data subject to termination will be destroyed for security and privacy reasons.

Invoicing

4PSA is responsible for invoicing You for the Service(s) ordered to 4PSA in accordance with the terms stated herein. Unless otherwise agreed based on a separate contract executed between You and 4PSA, You will be invoiced based on the fees published by 4PSA on its website for the current month of the contract and for each particular Software and/or Service. Invoicing shall be made in US$ currency, if you are a company incorporated and based in USA, Canada or Mexico, or in EUR respectively, if you are based in any other state or country than the aforementioned. In case 4PSA granted You the right to sublicense and distribute the Services or the 4PSA Software, You are entirely responsible for invoicing your clients and You should indemnify and hold 4PSA harmless against any third-party claim related to the invoicing.

Data

In providing the Service, we use infrastructure located in different countries, which may be owned by third-parties and/or services provided by third-parties. 4PSA hosts data with hosting service providers in numerous countries including the United States. 4PSA agrees to use its best efforts and commercially reasonable best practices when deploying services related to data integrity, backup, security, and retention. These services include, but are not limited to: hard drive storage, raid hard drive arrays, network attached storage, storage area networks, Business Zone information, Support Zone information, and other systems involving customer data. While we take reasonable efforts to guard Your Personal Information and Your data, no security system is impenetrable and due to the inherent nature of the Internet as an open global communications vehicle, 4PSA cannot guarantee that information, during transmission through the Internet or while stored on our systems or otherwise in our care, will be absolutely safe from intrusion by unauthorized parties. In addition, we cannot guarantee that any passively-collected Personal Information you choose to store in Websites or 4PSA Cloud OnDemand Services are maintained at levels of protection to meet specific needs or obligations You may have relating to that information. You assume ultimate responsibility for data integrity, retention, security, backup, ownership, and legal right of their use and processing. By using the Services, You grant 4PSA the permission to use such third-party infrastructure and to use third-party service providers in the operation and administration of the Services in the way we do, and the rights granted to 4PSA are extended to these third-parties to the degree necessary in order for the Services to be provided to You. Your payment information, such as Your credit or debit card number and other card information is handled by a specialized, third-party payment processor and never reaches the 4PSA infrastructure.

Data Ownership

You own Your data. Your data will be permanently deleted by 4PSA after You cancel the Service or stop paying to use the Service and the Service is cancelled automatically, as per articles Cancellation and Non-Payment above.

Data Control

You control Your data at any time during this Agreement. You control who has access to Your data. You should be aware that Your Business Zone account manager may be able to:

Access information in and about Your 4PSA Business Zone account;

Disclose, restrict, or access information that You have provided or that is made available to You when using the Business Zone account, including 4PSA Software licenses, Services and Your data;

Control how Your Business Zone account, including 4PSA Software licenses, Services and Your data may be accessed or terminated.

You should be aware that Your system administrator that manages 4PSA Cloud OnDemand Services may be able to:

Disclose, restrict, or access information that You have provided or that is made available to You when using the Services and Your data;

Control how the Services provided to You and Your data may be accessed or deleted.

In order to guarantee the proper use of the Service as granted by these TOS, to the extent permitted by applicable law, 4PSA has the right to gather any and all information regarding Your use of the Services and any and all of Your Data that You provide or generate during Your usage.

Use of Your Name

You agree that 4PSA may use Your name and may disclose that You are a customer of 4PSA in advertising, press, promotion, and similar public disclosures. You also hereby grant 4PSA a non-exclusive license during the Term of this Agreement to list Your name and display Your logo in the "partner", "customer" or similar section of the 4PSA website. If You do not want to have Your name listed, You may send an email to legal@4PSA.com withdrawing Your consent to be referred to as a client. 4PSA may also publicly issue and distribute a "case study" relating to 4PSA services performed on Your behalf, provided that it first obtains Your written consent (such consent ought not be unreasonably withheld or delayed). You agree to act as a "reference account" with respect to 4PSA marketing and promotional initiatives.

Trademarks and Other Intellectual Property Rights

You may use 4PSA's Marks only on or in connection with Your use of the Services provided by 4PSA to You. You shall:

Only use Marks in the form and manner, and in accordance with the quality standards that 4PSA prescribes (and may change from time to time)

Upon termination of this Agreement for any reason, immediately cease all use of the 4PSA Marks. All goodwill associated with the Marks and Your use of such marks shall inure to 4PSA. You will not use, register or attempt to register, or take other action with respect to any name, logo, trademark, service mark, or other identifier used anywhere in the world by 4PSA (or a mark confusingly similar thereto), except to the extent authorized in writing in advance by 4PSA.

Any software that may be made available by or on behalf of 4PSA in connection with the Services, including 4PSA mobile and desktop applications, ("4PSA Software"), as well as any related software components, which may include associated media, printed materials, and "online" or electronic documentation (hereinafter referred to as "Related Materials") contains proprietary and confidential information that is protected by applicable intellectual property laws and international treaties. For purposes of these TOS, the Related Materials include without limitation operating instructions, user manuals, and performance information, in whatever form or format 4PSA considers.

You acknowledge that (i) the 4PSA Software made available by or on behalf of 4PSA in connection with the Services and the Related Materials, as well as all copies, improvements, enhancements, modifications and derivative works thereof, and all intellectual property rights therein are and shall remain the sole and exclusive property of 4PSA, and that (ii) the 4PSA Software and Related Materials are protected under the applicable intellectual property legislation and international treaties.

You further acknowledge and agree that, as between You and 4PSA, 4PSA owns and shall continue to own all right, title, and interest in and to the Service, 4PSA Software and Related Materials, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws and international treaties. These TOS do not grant You any ownership interest in or to the Service, the 4PSA Software or the Related Materials, but only a limited right of use that is revocable in accordance with the terms of these TOS.

The provisions of this section shall survive the termination of these TOS.

Permitted Use

By accepting the MSA, You agree to use 4PSA's services solely for their intended purposes, in accordance with these TOS and any related policies, regulations and other rules that 4PSA will provide You or publish on the 4PSA Website in relation to the Services, in a lawful manner and in compliance with the applicable laws and regulation, and not to misuse the Services in any manner ("Permitted Use"). If You violate or exceed the Permitted Use, 4PSA reserves the right to immediately terminate Your account and will pursue any and all legal remedies available.

Laws

The laws of the State of Delaware govern any action related to this Agreement. The laws of any other jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of or dispute under the Agreement. To the maximum extent permitted by law, You hereby consent to the jurisdiction and venue of the courts located within the Commonwealth of Delaware, United States of America, and waive any objections to the jurisdiction or venue of such courts.

INDEMNIFICATION

YOU WILL, AT YOUR OWN EXPENSE, INDEMNIFY AND HOLD 4PSA AND ITS SUBSIDIARIES AND AFFILIATES, AND ALL OFFICERS, DIRECTORS, AND EMPLOYEES THEREOF, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LIABILITIES, LOSSES, DAMAGES, JUDGMENT, GRANTS, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES (COLLECTIVELY, "CLAIMS"), ARISING OUT OF ANY USE OF THE SERVICES PROVIDED TO YOU BY 4PSA, ANY PARTY RELATED TO YOU, OR ANY PARTY ACTING UPON YOUR AUTHORIZATION IN A MANNER THAT IS NOT EXPRESSLY AUTHORIZED BY THIS AGREEMENT. OR ARISING IN RELATION TO ANY OF YOUR DATA, OR YOUR USE OR MISUSE OF THE SERVICES. 4PSA SHALL PROVIDE NOTICE TO YOU OF ANY SUCH CLAIM, SUIT OR DEMAND. 4PSA RESERVES THE RIGHT TO CONDUCT THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER THAT IS SUBJECT TO INDEMNIFICATION UNDER THIS SECTION. IN SUCH CASE, YOU AGREE TO COOPERATE WITH ANY REASONABLE REQUESTS ASSISTING US WITH THE DEFENSE OF SUCH MATTERS. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THESE TOS.

LIMITED WARRANTY

THE SERVICE AND ALL RELATED MATERIALS AND INFORMATION ARE PROVIDED ON "AS IS" BASIS AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND AND 4PSA EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, 4PSA EXPRESSLY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS-FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SERVICES.

EXCEPT FOR THIS LIMITED WARRANTY EXPRESSED IN THIS SECTION, YOU HEREBY AGREE TO BEAR THE ENTIRE RISK AS TO YOUR USE OF THE SERVICES.

You understand and agree that the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control. We will use all reasonable efforts to provide advance notice of any material scheduled service disruption. Further, You understand that Your Data may be transmitted or handled in an unencrypted manner if You choose, at Your discretion and Your own risk, to use unencrypted gateways to connect to the Services. In addition, while 4PSA takes steps to ensure that information provided to its third-party contractors is encrypted, 4PSA does not control and it cannot guarantee for the security measures used and implemented by such third-parties. Accordingly, You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your Data. 4PSA will have no liability towards You for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.

NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM 4PSA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS AND NO PARTNER, DISTRIBUTOR, OR EMPLOYEE OF 4PSA IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.

LIMITATION OF LIABILITY

THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL 4PSA BE LIABLE FOR ANY COSTS OF SUBSTITUTE SERVICE OR SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE 4PSA SERVICES OR SOFTWARE OR FOR ANY MATTER BEYOND OUR REASONABLE CONTROL, EVEN IF 4PSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, 4PSA'S ENTIRE LIABILITY ARISING OUT OF OR IN RELATION TO THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES ACTUALLY PAID TO 4PSA BY YOU, UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, TO FIVE HUNDRED ($500) U.S. DOLLARS.

4PSA SOLE LIABILITY AND YOUR SOLE REMEDY FOR A BREACH OF ANY WARRANTY OF 4PSA SHALL BE THE 4PSA'S GOOD FAITH EFFORT TO RECTIFY SUCH NONCONFORMITY. 4PSA AND ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, PARTNERS, AND EMPLOYEES MAKE NO REPRESENTATION, WARRANTY OR CONDITION TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY OF THE FOLLOWING:

THE DESCRIPTION, QUALITY, NON-INFRINGEMENT, MERCHANTABILITY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF THE SERVICES, OR TITLE TO THE SERVICES AND RELATED MATERIALS;

THE CONDITION OF THE 4PSA SERVICES AS FREE FROM ANY VIRUS OR OTHER CODE THAT IS CONTAMINATING, MALICIOUS OR DESTRUCTIVE BY NATURE;

THE CONDITION OF THE SERVICES AS ERROR FREE OR CAPABLE OF OPERATING WITHOUT PACKET LOSS OR INTERRUPTION;

THE RELIABILITY OR QUALITY OF ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET OR OTHER DATA COMMUNICATION PATH;

THE QUALITY OF CALLS PLACED, CARRIED OR SUPPORTED BY THE SERVICE.

ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS HEREBY BEING EXPRESSLY EXCLUDED AND DISCLAIMED.

YOU AGREE TO HOLD 4PSA HARMLESS FROM AND YOU AGREE NOT TO SUE 4PSA FOR ANY CLAIMS BASED ON USING THE 4PSA SERVICES, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE.

THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TOS. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THESE TOS.

Legal Compliance

You represent and warrant that You have full authority and power to execute this Agreement on Your own account or on behalf of the company You represent, if any. Additionally, You warrant that You are at least eighteen [18] years of age or older and You are not otherwise legally incapacitated to execute this Agreement.

Electronic Signature

Acceptance by You of the MSA incorporating the TOS, EULA, Hubgets EULA, AUP, SSA, and SLA and acquisition of the Services provided to You by 4PSA hereby initiates billable services and is deemed complete by agreement to the terms of the MSA as described on the online signup form(s) and completion of the ordering process.

End-User License Agreement

The End-User License Agreement ("EULA" or "Agreement") is included in the MSA and covers Your use of the 4PSA software products (hereinafter referred to as "Software") and related software components, which may include associated media, printed materials, and "online" or electronic documentation ("Related Material").

The Software may be licensed together with the Hubgets Software, a software product owned by Hubgets Inc., with its principal place of business at Ritter House, Wickhams Cay II, Road Town, Tortola VG 1110, British Virgin Islands, and with respect to which Hubgets Inc. owns any and all intellectual property rights, titles, and interest, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. If the Software is licensed together with the Hubgets Software, in addition to this EULA, You will need to read and accept the terms of the End-User License Agreement for the Hubgets Software before using the Software and the Hubgets Software.

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING THE SOFTWARE OR OBTAINING A LICENSE KEY TO THE SOFTWARE OR USING THE SOFTWARE. THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER EULA, NOT SOLD TO YOU. BY DOWNLOADING THE SOFTWARE OR OBTAINING A LICENSE KEY TO THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN 4PSA REFUSES TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE IN ANY WAY. THE PRESENT LICENSE AGREEMENT SHALL ALSO APPLY IN THE EVENT YOU HAVE ACQUIRED A SOFTWARE LICENSE FROM A THIRD PARTY AND THE THIRD PARTY OR THE RESPECTIVE SOFTWARE WAS IN THE MEANTIME ACQUIRED BY 4PSA AND IS CURRENTLY LICENSED BY 4PSA IN ITS OWN NAME AND FOR ITS OWN ACCOUNT. FOR THE AVOIDANCE OF DOUBT, IN THE EVENT YOU DOWNLOAD AN UPDATE, NEW RELEASE, NEW VERSION OR OTHER SOFTWARE CODE RELATING TO SUCH FORMERLY THIRD PARTY AND CURRENTLY 4PSA PROPRIETARY SOFTWARE, THE PRESENT AGREEMENT SHALL IN ITS ENTIRETY REPLACE AND SUPERSEDE ANY LICENSE AGREEMENTS YOU MAY HAVE ENTERED INTO WITH ANY THIRD PARTY AND SHALL APPLY BOTH TO SUCH FORMERLY THIRD-PARTY SOFTWARE AND THE SOFTWARE CODE YOU ARE DOWNLOADING. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK THE "DECLINE" BUTTON, TERMINATE THE DOWNLOAD PROCESS, AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND 4PSA CONCERNING THE SOFTWARE AND RELATED MATERIALS, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH 4PSA RELATING TO THE SOFTWARE AND/OR RELATED MATERIALS.

By accepting this EULA or by accessing or using the Software, You confirm that You are at least eighteen [18] years old (or that You reached the age of majority according to the applicable law in Your country) and that You have full capacity to enter into and comply with the terms and conditions in this EULA. If 4PSA becomes aware that You are under eighteen [18] years old and have misrepresented this aspect when accessing or using the Software API, 4PSA will be entitled to immediately terminate Your account and to prevent Your access to the Software.

1. License

1.1 4PSA hereby grants You, and You accept a limited, non-exclusive, non-transferable and non-assignable license to use the Software in a machine-readable, object code form only, and the Related Materials, only as authorized in EULA. For purposes of this Agreement, the Software includes any updates, enhancements, modifications, revisions, or additions to the Software made by 4PSA and made available to end-users through 4PSA's Website. Notwithstanding the foregoing, 4PSA shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software. The Software can be used in accordance with this EULA until an announcement is made by 4PSA that the Software will be withdrawn from the market, together with the last customer ship date and the estimated end of support date for such Software, on 4PSA Website. For purposes of this Agreement, the Related Materials include without limitation, operating instructions, user manuals, and performance information, in whatever form 4PSA considers.

1.2 You may use one copy of the Software activated by a License Key or License Activation Code generated by 4PSA licensing server and managed by using Your 4PSA's Business Zone account on a single server or on an autonomous infrastructure distributed across multiple servers (when the Software provides such facilities) owned, leased, or otherwise controlled by You, at a single time. If You have multiple License Keys for the Software, You may use as many copies of the Software corresponding to the number of such License Keys. For purposes of this Agreement, "use" of the Software means loading the Software into the temporary or permanent memory of a computer. Installation of the Software on a network server solely for distribution to other computers is not "use" of the Software, and is permitted, as long as You have a License Key valid for each server (virtual or physical) to which the Software is distributed. The Software may not be used on or distributed to a greater number of computers than You have License Keys for. If You will use or distribute the Software to multiple users, You must ensure that the number of users does not exceed the number of License Keys You have obtained, or You will be in breach of this Agreement.

1.3 You may not reverse engineer, decompile, disassemble, or otherwise translate the Software or any License Keys You have obtained. You may not modify, create derivative works or adapt the Software or any License Keys that You have obtained in any way. You may make one copy of the Software, the Related Materials, and any License Key that You have obtained, solely for backup or archival purposes. Any such copies of the Software, Related Materials, or License Keys shall include any copyright or other proprietary notices that were included on such materials when You first received them. Except as authorized in this Section, no copies of the Software, Related Materials, or License Keys, or any portions thereof, may be made by You or any person under Your authority or control. Any attempt to act against the provisions stipulated above constitutes a violation of the rights of 4PSA and of this EULA. If You breach this restriction, You may be subject to prosecution and shall be obliged to pay damages to 4PSA.

1.4 You will not sub-license, assign, lease, rent, or lend, distribute, commercialize or otherwise transfer Your rights of usage of the Software, Related Materials, or License Keys, as granted by this Agreement, to any third-party.

1.5 For anti-fraud and anti-theft purposes, Software licenses contain an expiration date. Under normal circumstances, the license updates automatically prior to the expiration date, provided that the Software can connect to 4PSA Licensing Server available at hostname ka.4psa.com on port 80. A license update is not granted by the Licensing Server when exceptions are detected, such as, but not limited to, concurrent use of license on multiple installations or when invoices are overdue on Your account. 4PSA shall not be liable for any damages or costs incurred in connection with the expired licenses.

2. Evaluation License

2.1 The Software is not a free of charge software. The Evaluation License (which may be provided to you by 4PSA) grants You the non-exclusive and non-transferable right to install and use the copy of the Software on one server only, for evaluation purposes, without charge for a time period determined by 4PSA, which ranges from ten [10] to sixty [60] days (hereinafter referred to as "Evaluation Period"). By using the Evaluation License You agree to be bound to the obligations provided by the above Section 1.

2.2 Unregistered and unauthorized use of the Software after the expiration of the Evaluation Period represents a violation of 4PSA copyright, as well as a violation of the law of the State of Delaware and international copyright laws.

2.3 During the Evaluation Period, You are hereby licensed, without charge, to use the Evaluation Version of the Software for evaluation purposes only. Any other type of use, including but not limited to, administrative, commercial or productive support for Your and/or third-party business activities, is expressly excluded and forbidden.

2.4 There is no charge for using the Evaluation License in accordance with this Section 2. You are specifically prohibited from charging, requesting donations or otherwise asking or receiving economical benefits for any such copies, however made, and from distributing the Software and/or other Related Materials with other products (commercial or otherwise) without 4PSA's prior written permission.

3. Intellectual Property and Confidentiality

3.1 This Software copy is licensed, not sold. You acknowledge that (i) the Software and the Related Materials and all copies, improvements, enhancements, modifications and derivative works thereof, and all intellectual property rights therein are and shall remain the sole and exclusive property of 4PSA, and that (ii) the Software and Related Materials are protected under the applicable copyright legislation and international treaties. You further acknowledge and agree that, as between You and 4PSA, 4PSA owns and shall continue to own all right, title, and interest in and to the Software and Related Materials, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant You any ownership interest in or to the Software or the Related Materials, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Except for the limited rights and License expressly granted hereunder, no other license is granted and no other use is permitted. In order to guarantee the proper use of the Software as granted by this Agreement, 4PSA has the right to gather any and all information regarding the use of the Software, including a usage report (hereinafter referred to as the "Sales Report") containing information such as number of active organizations, customers, extensions, concurrent calls, and other data that 4PSA needs to calculate the License Fees invoice for consume-based Licenses like for example VoipNow Volume license. The Sales Report will be automatically generated and sent to 4PSA in electronic form multiple times per month. You shall not interfere, block, delay or alter the transmission of the Sales Report to 4PSA. Any interference with, blocking, delay or altering of the Sales Report transmission to 4PSA constitutes a violation of this Agreement. When the Software does not send the Sales Report, 4PSA will notify You and You have the obligation to allow 4PSA to investigate the reason why the Sales Report was not sent and to remedy this violation. Then, after the Sales Report is properly issued, 4PSA reserves the right to use this Sales Report and to invoice to You the unpaid License Fees for the period when the Sales Report was not sent, but for no more than six (6) months prior to the notification date.

3.2 4PSA expressly prohibits utilization count overrides without prior written approval. 4PSA reserves the right to remedy violations immediately upon discovery, by asking the competent authorities recognition of its rights and ascertainment of their infringement, as well as to claim compensation for the use of Software as well as compensation for damages according to the provisions of the federal laws and the State of Delaware legislation.

3.3 "4PSA Marks" means all names, marks, trademarks, trade names, brands, logos, designs, trade dress, slogans, service names, abbreviations, designs and symbols which have come to be associated with the Software and/or 4PSA and other designations 4PSA uses in connection with its Software and Services. You may not remove or alter any 4PSA Marks, or co-brand Your own products or material with 4PSA Marks, without 4PSA's prior written consent. You acknowledge 4PSA's rights in 4PSA Marks and agree that any use of 4PSA Marks by You shall inure to 4PSA's sole benefit. You agree not to incorporate any 4PSA Marks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

3.4 You shall permit only authorized users, who possess a rightfully obtained License Key, to use the Software or to view the Related Materials. Except as expressly authorized by this Agreement, You shall not make available the Software, Related Materials, or any License Key to any third-party. You will use Your best efforts to cooperate with and assist 4PSA in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Related Materials, or any portion thereof.

3.5 4PSA has the right to gather information regarding the use of the Software including, but not limited to, users' IP addresses, screen resolution, browsers, location and other information that permit 4PSA to improve the Software, in accordance with our Privacy Policy, which is part of this MSA.

4. Support Services and Updates

4.1 As soon as You have purchased a License of the Software, 4PSA will provide You with support and updates as set forth in the support package included in the purchase and available on the purchase invoice.

4.2 Use of any such support services is governed by the 4PSA policies and programs described in the Related Materials and/or other online documentation provided on 4PSA Wiki. Any supplemental Software code or related materials that 4PSA provides You with as part of the support services are to be considered part of the Software and are subject to the terms and conditions of this Agreement. With respect to any technical information You provide to 4PSA as part of the support services, 4PSA may use such information for its business purposes without restriction, to the maximum extent permitted by law, including for product support and development. 4PSA will not use such technical information in a form that identifies You personally.

4.3 4PSA may, at its own discretion, decide to retire Software and/or Services (hereinafter referred to as "End of Life"). 4PSA shall publicly post notice of End of Life, including the last date of general commercial availability of the affected Software and the timeline for discontinuing Services, on 4PSA's Website. 4PSA shall have no obligation to provide Services for Software that is in End of Life.

5. License Types and License Fees

5.1 The Software will become available to You for use upon Your receipt of one or several License Keys. You must accept this Agreement and pay the license fees using Your 4PSA Business Zone account. The license fees paid by You are charged in consideration of the license granted under this Agreement and they give You the right to obtain one or several License Keys.

5.2 There shall be no refund or adjustment for amounts paid by You to 4PSA for License Key(s) delivered to You.

5.3 Unless otherwise defined herein, the following terms shall have the meaning set out below:

(i) Whitebox Licensing shall mean the licensing option that allows You to remove all 4PSA copyright notices and legal marks from VoipNow's web interface in order to hide 4PSA name and 4PSA's product name from Your end-users.

(ii) Licensing Object shall mean the product dependent entity used as reference in Your billing process. For VoipNow Platform (hereinafter referred to as "VoipNow"), the Licensing Object is an active extension account, SIP Trunking channel for Phone extensions used for SIP Trunking, Callback Numbers for Callback extensions, and Calling Card Codes for Calling Card extensions. For DNS Manager (hereinafter referred to as "DNS Manager") the Licensing Object is an active DNS Zone. For Hubgets Software, the Licensing Object is an active User account.

(iii) Phone Extension shall mean the extension account in VoipNow that provides phone terminal functionality without SIP trunking functions, commonly referred to in the Software as phone terminal extension.

(iv) Special Extension shall mean the extension accounts in VoipNow that provide IVR, Queue, Conference, Voicemail Center, Queue Center, and Intercom/Paging.

(v) SIP Trunking Channel shall mean the total number of concurrent calls that can be made through the phone extensions with SIP Trunking enabled in VoipNow. Phone extensions used for SIP Trunking are free; charging is performed at the SIP Trunking channel level and it's based on the SIP Trunking channel limits setup in the VoipNow management interface.

(vi) Callback Numbers shall mean the total number of callback phone numbers set up on all Callback type extensions in VoipNow. Callback extensions are free; billing is performed at the Callback Number level.

(vii) Calling Card Codes shall mean the total number of calling cards set up on all Calling Card type extensions in VoipNow. Calling card extensions are free; billing is performed at the calling card codes level.

(viii) Hubgets User Account (hereinafter referred to as "User") shall mean an active User account in VoipNow that has Hubgets Software enabled on that account.

(ix) VoipNow Volume licensing shall mean the monthly licensing methodology that allows You to be billed based on the number of Licensing Objects regardless of the way the latter are distributed across different physical servers or virtual machines that run in the same infrastructure, provided that a minimum of 100 extensions are provisioned on the infrastructure and that the value of the monthly billed consume is equal or greater than the minimum value, as defined on the VoipNow's pricing page. If the value of the monthly billed consume is smaller than the minimum value, You will be invoiced with this latter value.

(x) VoipNow Startup licensing shall mean the monthly licensing methodology that includes a predefined number of Licensing Objects.

(xi) VoipNow Cloud OnDemand Service is billed based on the number of Licensing Objects, provided that a minimum of 100 extensions are provisioned on each service. The minimum 100 extensions are billed at a fixed price every month, as defined on the Service's pricing page. The consume above the minimum 100 extensions will be billed to You based on the number of Licensing Objects minus these 100 extensions.

(xii) DNS Manager Startup licensing shall mean the monthly licensing methodology that includes a predefined number of Licensing Objects.

(xiii) DNS Manager Business licensing shall mean the perpetual licensing methodology that includes a predefined number of Licensing Objects and Software Update Subscription ("SUS") available in yearly increments.

(xiv) DNS Manager Cloud OnDemand Service is billed based on the chosen option that includes a predefined number of Licensing Objects.

(xv) SUS allows access to Software updates and to the Support Service plan corresponding to the used 4PSA License. For perpetual 4PSA Licenses, SUS is available in yearly increments. SUS cand be renewed before the expiration date. For monthly 4PSA Licenses, SUS is included in the license for as long as the license is active.

5.4 VoipNow Express License is a free of charge license that is automatically granted to You by 4PSA upon the downloading and installation of VoipNow. The VoipNow Express License gives You the right to access and use up to 10 Phone Extensions only, subject to this EULA. If You wish to have a license entitling You to use and access all features of VoipNow and all Licensing Objects available in VoipNow, You will need to acquire a License Key in accordance with Section 5.1 of this EULA and to pay the license fees using Your 4PSA Business Zone account.

5.5 DNS Express License is a free of charge license that is automatically granted to You by 4PSA upon the downloading and installation of DNS Manager. The DNS Manager Express License gives You the right to access and use up to 10 DNS Zones, subject to this EULA. If You wish to have a license entitling You to use and access a higher number of Licensing Objects available in DNS Manager, You will need to acquire a License Key in accordance with Section 5.1 of this EULA and to pay the license fees using Your 4PSA Business Zone account.

5.6 All monthly Licenses and Services that are active in your Business Zone account on the first of the month will be billed for the previous month's service, as described in TOS.

6. Term and Termination

6.1 This Agreement is effective upon Your acceptance of the Agreement, or upon Your downloading, accessing, and using of the Software, and by accepting this Agreement by clicking the "I accept" button. This Agreement shall continue in effect until terminated. You may terminate this License Agreement at any time by cumulatively: (i) providing written notice of Your decision to terminate the Agreement to 4PSA and (ii) returning to 4PSA the Software, Related Materials, all copies thereof, and all License Keys that You have obtained or destroying all such materials and providing written verification of such destruction to 4PSA. Regarding the noticing procedure in paragraph (i) above, 4PSA requires a written cancellation notice via the Business Zone portal, with minimum twenty-four [24] hours prior to the cancellation. Notice of written cancellation is required through the 4PSA Business Zone.

6.2 Your rights under this Agreement shall terminate immediately should You breach any of the provisions of the MSA in general and of this EULA in particular or take any action in derogation of 4PSA's rights to the Software or Related Materials. Upon termination of this EULA, You shall immediately discontinue all use of the Software and, unless otherwise instructed by 4PSA, within thirty [30] days after such termination, You shall return to 4PSA all Related Materials, including any and all copies thereof made by You, and You will remove all Software from computers and certify to 4PSA in a written document signed by Your authorized representative that all such Software has been destroyed.

6.3 There shall be no refund or adjustment for the amounts paid by You to 4PSA for Software(s) purchased in the event this EULA is terminated as provided under Section 6. The provisions of this EULA, which by their nature extend beyond the termination date of this Agreement, will survive and remain in effect and enforceable until all obligations are fully satisfied.

7. INDEMNIFICATION

7.1 YOU WILL, AT YOUR OWN EXPENSE, INDEMNIFY AND HOLD 4PSA, ITS SUBSIDIARIES AND AFFILIATES, ALL OFFICERS, DIRECTORS, AND EMPLOYEES THEREOF, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LIABILITIES, LOSSES, DAMAGES, JUDGEMENT, GRANTS, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES (COLLECTIVELY, HEREINAFTER REFERRED TO AS "CLAIMS"), ARISING OUT OF ANY USE OF THE SOFTWARE BY YOU, ANY PARTY RELATED TO YOU, OR ANY PARTY ACTING UPON YOUR AUTHORIZATION IN A MANNER THAT IS NOT EXPRESSLY AUTHORIZED BY THIS AGREEMENT OR YOUR USE OR MISUSE OF THE SOFTWARE. 4PSA SHALL PROVIDE NOTICE TO YOU OF ANY SUCH CLAIM, SUIT OR DEMAND. 4PSA RESERVES THE RIGHT TO CONDUCT THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER THAT IS SUBJECT TO INDEMNIFICATION UNDER THIS SECTION. IN SUCH CASE, YOU AGREE TO COOPERATE WITH ANY REASONABLE REQUESTS ASSISTING US WITH THE DEFENSE OF SUCH MATTERS. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

8. LIMITED WARRANTY

8.1 THE SOFTWARE AND RELATED MATERIALS ARE LICENSED "AS IS" AND "AS AVAILABLE" AND 4PSA DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, 4PSA EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS-FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE.

8.2 Good data-processing procedure dictates that any software should be thoroughly tested for non-critical data before relying on it. EXCEPT FOR THIS LIMITED WARRANTY EXPRESSED IN THIS SECTION, YOU HEREBY AGREE TO BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.

8.3 4PSA hereby represents and warrants that to the best of its knowledge, 4PSA has all right, title, ownership interest, and marketing rights necessary to provide the Software to You. 4PSA will use reasonable commercial efforts to provide solutions for any reported malfunctions, provided that the media containing the Software or Related Materials and/or VoipNow or the Licensing Objects have not been subjected to any abnormal or improper use, transport, storage or handling, or if VoipNow or Related Materials have been altered or modified.

8.4 NO 4PSA PARTNER, DISTRIBUTOR, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.

8.5 No warranty is granted for the Evaluation Period.

9. LIMITATION OF LIABILITY

9.1 THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL 4PSA BE LIABLE FOR ANY COSTS OF SUBSTITUTE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE FAILURE TO PROVIDE SUPPORT SERVICES OR FOR ANY MATTER BEYOND OUR REASONABLE CONTROL, EVEN IF 4PSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, 4PSA'S ENTIRE LIABILITY ARISING OUT OF OR IN RELATION TO THIS AGREEMENT AND THE SOFTWARE PROVIDED HEREUNDER SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID TO 4PSA BY YOU UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.

4PSA SOLE LIABILITY AND YOUR SOLE REMEDY FOR A BREACH OF ANY WARRANTY OF 4PSA SHALL BE THE 4PSA’s GOOD FAITH EFFORT TO RECTIFY SUCH NONCONFORMITY. 4PSA AND ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, PARTNERS, AND EMPLOYEES MAKE NO REPRESENTATION, WARRANTY OR CONDITION TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY OF THE FOLLOWING:

THE DESCRIPTION, QUALITY, NON-INFRINGEMENT, MERCHANTABILITY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF THE SOFTWARE, OR TITLE TO THE SOFTWARE AND RELATED MATERIALS;

THE CONDITION OF THE 4PSA SOFTWARE AS FREE FROM ANY VIRUS OR OTHER CODE THAT IS CONTAMINATING, MALICIOUS OR DESTRUCTIVE BY NATURE;

THE CONDITION OF THE SOFTWARE AS ERROR FREE OR CAPABLE OF OPERATING WITHOUT PACKET LOSS OR INTERRUPTION;

ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS HEREBY BEING EXPRESSLY EXCLUDED AND DISCLAIMED.

9.2 YOU AGREE TO HOLD 4PSA HARMLESS FROM AND YOU AGREE NOT TO SUE 4PSA FOR ANY CLAIMS BASED ON USING THE SOFTWARE, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS EULA BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS EULA. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS EULA.

10. General Terms

10.1 This Agreement represents the entire agreement between You and 4PSA concerning the Software, and this Agreement supersedes and replaces any prior proposal, representation, or understanding You may have had with 4PSA relating to the Software.

10.2 4PSA reserves the right, in its sole discretion, to amend this Agreement from time to time. The amended EULA will be posted at www.4psa.com/eula and You are due to verify it from time to time. If there is a conflict between this Agreement and the most current version of this Agreement, posted at www.4psa.com/eula, the latter will prevail. 4PSA will notify You regarding the amendments made from time to time and You will be asked to review the amended EULA and to indicate and confirm Your acceptance of the amended EULA by sending a confirmatory e-mail to the Legal Department at legal@4psa.com. You must accept and agree with the EULA in order to continue to access the Software. If the amendment alters a material term of the EULA that is unacceptable to You, You may, as your sole and exclusive remedy, terminate the EULA as provided under Section 6. "Term and Termination". If You do not send confirmatory e-mail to legal@4psa.com within five [5] days as of the notification that You accept amendments made to this EULA, then the amendments and the most current version of this Agreement, posted at www.4psa.com/eula, are considered accepted by You.

10.3 If any term or provision of this EULA is declared void or unenforceable in a particular situation, by any judicial or administrative authority, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of this EULA will remain in full force and effect.

10.4 The laws of the State of Delaware govern any action related to this Agreement. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision or dispute under the Agreement. To the maximum extent permitted by law, You hereby consent to the jurisdiction and venue of the courts located within the State of Delaware, United States of America and waive any objections to the jurisdiction or venue of such courts.

10.5 Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship, or as granting a franchise.

10.6 The Section headings of this Agreement shall not affect the meaning or interpretation of this Agreement, have no legal or contractual effect, and are included only to facilitate its reading.

10.7 Sections 1.2, 1.3, 1.4, 3, 7, 8, 9, and 10 of this Agreement, and all Articles thereof, shall survive the termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding indefinitely.

10.8 You shall, in addition to the license fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of 4PSA. You shall reimburse 4PSA for the amount of any such taxes or duties paid or incurred directly by 4PSA as a result of this transaction.

Acceptable Use Policy

This Acceptable Use Policy ("AUP") describes prohibited uses of the Cloud Services offered by 4PSA and its affiliates (hereinafter referred to as "Cloud Services") and the websites under the 4PSA administration (hereinafter referred to as "4PSA Website"). By using the Cloud Services or accessing the 4PSA Website, You agree to the latest version of the AUP, as published on the 4PSA Website. If You violate the AUP, authorize or help others to do so, You agree and acknowledge that 4PSA may suspend or terminate Your use of the Cloud Services.

No Illegal, Harmful, or Offensive Use or Content

You may not use, or encourage, promote, facilitate or instruct others to use, the Cloud Services or 4PSA Website for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include, but are not limited to:

Unsolicited Email. The sending or receiving of mass unsolicited e-mail (SPAM) is a direct violation of AUP. This includes the direct sending and receiving of such messages, support of such messages via web page, splash page or other related websites, or the advertisement of such services.

Proxy Email (SPAM). The use of Cloud Services or 4PSA Website to proxy email unsolicited users is a direct violation of AUP. Proxy email is defined as the use of dedicated services to act in concert with other services located inside and outside the network to achieve mass unsolicited email (SPAM) to unrelated third parties.

Illegal Use. Any use of dedicated services in a manner that is defined or deemed to be statutorily illegal is a direct violation of AUP. This includes, but is not limited to: death threats, terrorist threats, threats of harm to another individual, multi-level marketing schemes, "ponzi schemes", invasion of privacy, credit card fraud, racketeering, and other common illegal activities.

Fraudulent Activities. 4PSA prohibits utilizing Cloud Services or 4PSA Website for fraudulent activities. Participation in fraudulent activities is in direct violation of the AUP.

Terrorism. 4PSA prohibits the use of Cloud Services for hosting terrorist-related websites. This includes websites advocating human violence and hate crimes based upon religion, ethnicity, or country of origin.

Distribution of Malware. 4PSA prohibits the storage, distribution, fabrication, or use of malware, including without limitation, virus software, root kits, password crackers, adware, key-stroke capture programs and other programs normally used in malicious activity.

Phishing. 4PSA strictly prohibits any activity associated with Phishing or systems designed to collect personal information (name, account numbers, usernames, passwords etc.) under false pretense. Splash pages, phishing forms, email distribution, proxy email or any relation to phishing activities will result in immediate removal.

Ponzi Schemes. Ponzi schemes with the intent to defraud end-users are illegal and not allowed on the network. This includes hosting, linking, and/or advertising via email websites or schemes designed to defraud.

No Security Violations

You may not use the Cloud Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, hereinafter referred to as "System"). Prohibited activities include:

Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.

Interception. Monitoring of data or traffic on a System without permission.

Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers.

Use in the Designated Purposes

4PSA Cloud Services are designed to be used for clear purposes that are defined on the 4PSA Website. The use of the services for other purposes than the ones they are intended and designed for is a violation of this AUP.

No Network Abuse

You are forbidden to make network connections to any users, hosts, or networks unless You have permission to communicate with them. Prohibited activities include, but are not limited to:

Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.

Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.

Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.

Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.

Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

IP Addresses

All Internet Protocol (IP) Addresses are owned and managed by 4PSA or its affiliates. IP Addresses are non-transferable from 4PSA, and You retain no ownership or transfer rights to IP Addresses. All IP Addresses are assigned by 4PSA on a per cloud instance server. Attempted use of IP addresses not originally allocated for use or IP addresses use on non-assigned cloud instance server is a violation of this AUP.

4PSA Monitoring and Enforcement

4PSA reserves the right, yet does not assume the obligation, to investigate any violation of this AUP or misuse of the Cloud Services or 4PSA Website. 4PSA may investigate violations of this AUP or misuse of the Cloud Services or 4PSA Website and may remove, disable access to, or modify any content or resource that violates this AUP or any other agreement 4PSA has with You for use of the Cloud Services or the 4PSA Website upon written notice, which may be provided through the 4PSA Business Zone or by email.

4PSA may report any activity that 4PSA suspects that violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third-parties. 4PSA reporting may include disclosing appropriate customer information. 4PSA may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third-parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this AUP.

Reporting of Violations of this AUP

If you become aware of any violation of this AUP, You will immediately notify 4PSA and provide 4PSA with assistance, as requested, to stop or remedy the violation. To report any violation of this AUP, please contact the 4PSA Abuse Department at abuse@4psa.com.

Support Service Agreement

The Support Service Agreement ("SSA") is incorporated into the MSA and applicable to all support services delivered directly to You. The SSA is not applicable to software licensing, unrelated third-parties or third-parties lacking privity of contract with 4PSA.

Support Services

4PSA agrees, under this SSA to provide professional technical services ("Support Services") to You and You agree to accept such services and pay for them in accordance with the quoted prices and payment terms as agreed in writing over e-mail or in the Support Zone with You or by ordering the service from the online store available on 4PSA Website. While 4PSA provides technical support Services and consulting Services, 4PSA is not a managed service provider and will not manage Your IT infrastructure or Your software systems.

Definitions

Support Zone. A dedicated area on the 4PSA Website and marketed under this name where You can contact 4PSA technical support services.

Support Request. It is generally defined as a request for technical assistance regarding an existing application that involves no code modification or a request for general support assistance. The Support Request cannot include more than one issue or assistance report.

Support Ticket. The Support Ticket is a data input object You must register to the Support Zone when You want to report a Support Request to 4PSA. You need to log in the Support Zone using Your account credentials, select a Category based on the Support Ticket topic, select the Ticket Severity and the subscription, and enter the requested details. After You submit the Support Ticket, the Support Zone automatically sends to the provided e-mail address an e-mail confirming that a Support Ticket has been created including the Ticket ID. For every Support Ticket, the minimum time increment subtracted from Your Support Package is thirty (30) minutes. If the time logged on the Support Ticket is longer than thirty (30) minutes, then the actual time logged on the Support Ticket will be subtracted from Your Support Package.

Ticket Severity. A measure of the relative impact an issue has on Your system, and assigned by You when opening a Support Request. The following Ticket Severity levels apply:

Critical issue: The affected system is down and a system reboot/restart has not fixed the issue.

Major issue: The affected system is working, but there are defects affecting a large number of customers in a way that impacts their business.

Minor issue: The affected system is working, but there are defects affecting a small number of customers or these defects do not impact their business.

Cosmetic issue: The system is working, there are no defects affecting the customers or no such defects have been identified.

Ticket Registration Date. The date and time recorded when the Support Ticket was registered into the Support Zone database. It is reported to You by the Support Zone upon registration of the Support Ticket.

Ticket Status describes the state of the Support Ticket in the 4PSA technical support flow. The ticket status can be changed by You or by 4PSA.

Response Time. The time interval between the Ticket Registration Date and the 4PSA answer. If multiple answers are required, this interval is recorded from Your last response to the next 4PSA reply. The Response Time doesn't represent the resolution time of Your issue.

Target Response Time Guarantee ("TRTG"). The maximum Response Time in which 4PSA guarantees that will provide You with a response in Your Support Ticket, given that all conditions under this SSA have been fulfilled. The value of this TRTG depends on the Support Package You used for opening the Support Ticket and the selected Ticket Severity.

Support Package. This term generally describes a set of commercial and technical parameters that cover the parameters of the support service offered to You through a subscription.

Your Obligations

You have a good standing Support Package subscription in order to send a Support Request to 4PSA. You register a Support Ticket in the Support Zone according to the procedures indicated by 4PSA in the Support Zone including the ones pertaining to Ticket Severity qualification. You shall provide 4PSA with all the necessary information that will allow 4PSA to perform the Support Services and shall respond to any communication from 4PSA regarding the services. You shall perform problem determination and diagnostic activities as may be suggested or requested by 4PSA. You shall provide detailed information in response to 4PSA's requests and agree that 4PSA cannot and will not provide any Support Service to You, if the provided information is incomplete, inaccurate, or there are no technical means to provide the Support Service. You agree and acknowledge that failure to provide information as requested by 4PSA in order to perform the Support Services, within the required deadline, may result in a suspension of the Target Response Time Guarantee. You shall change any authentication and/or authorization information provided to 4PSA in the Support Ticket or using any other means after the issue is investigated by 4PSA.

4PSA Obligations

4PSA shall give a professional answer to the Support Ticket while respecting the TRTG. The TRTG is suspended while the Support Ticket is placed on Ticket Status "On Hold". 4PSA reserves the right to change the Ticket Severity without notifying You if this is found to be established without following the terms set forth in this SSA. 4PSA reserves the right to automatically close Support Tickets placed "On Hold" by You after three (3) days of inactivity.

No Support in Case of EOL

For the End of Life licensed Software, identified as such by 4PSA on 4PSA Website, 4PSA shall be under no obligation whatsoever to provide any maintenance and Support Services related to the Software or related to any of its updates, enhancements, modifications, revisions, or additions, after the Estimated End of Support date, as such date is announced by 4PSA on 4PSA Website in relation to each particular Software.

Data

YOU SHALL BE SOLELY RESPONSIBLE FOR THE INTEGRITY, ACCURACY, COMPLETENESS, AND RETENTION OF ANY INFORMATION PROVIDED TO 4PSA. WITHOUT LIMITATION OF THE FOREGOING, YOU ACKNOWLEDGE THAT YOU HAVE CREATED BACKUP COPIES OF ALL DATA THAT MAY BE AFFECTED BY 4PSA'S PERFORMANCE OF THE SUPPORT SERVICES. 4PSA SHALL NOT BE RESPONSIBLE FOR CREATING BACKUP COPIES OF DATA AND INFORMATION PROVIDED BY YOU TO 4PSA.

Terms and Termination

By accepting this SSA, You authorize 4PSA to begin performance of the Support Service or to continue performing the Support Services, if performance of the Support Services began prior to accepting this SSA and allowing access to Your server, network or infrastructure. The term of this SSA shall continue until 4PSA completes the Support Services to be performed or until either party terminates this SSA. Either party may terminate this SSA at any time, without cause, by providing the other party with a three (3) business-day advance written notice of its intent to terminate the SSA. 4PSA reserves the right to terminate the SSA without any prior notice, if You prove to be unlawful, fraudulent, libelous, defamatory, obscene, profane, threatening, abusive, racist or violate any obligation undertaken under this SSA.

Payment

You agree to pay 4PSA in advance for all Support Services via credit/debit card, with PayPal or by wire transfer. All unpaid fees and expenses that have occurred through the date of termination are subject to additional late fees and penalties as further provided under MSA.

Warranty

4PSA warrants that it will perform the Support Services in a workmanlike and professional manner. THE WARRANTY EXPRESSED IN THIS SECTOIN IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY 4PSA. EXCEPT FOR THIS LIMITED WARRANTY, 4PSA MAKES NO OTHER WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, RELATING TO THE SUPPORT SERVICES TO BE RENDERED BY 4PSA UNDER THIS SSA, AND 4PSA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THAT MAY ARISE IN CONNECTION WITH SUCH SERVICES. 4PSA offers a ten (10) day warranty for all rendered non-recurring Support Services. During this warranty period, You can request additional information and/or ask 4PSA to fix potential issues occurred due to the performed Support Services. Software updates released after the Support Service was rendered are not covered by this warranty. If the installation, update, or configuration of software was part of the Support Service, You may not request updates to newer software versions, if the new version was not publicly available at the time the Service was rendered. 4PSA is not responsible for the hardware or software that is incompatible with the rendered Support Services. Third-party software and hardware is not covered by 4PSA's warranty. The warranty refers ONLY to the Support Services rendered directly by 4PSA. You warrant that the rendering of the Support Services by 4PSA to You will not violate the rights of any third-party, including, without limitation, intellectual property rights.

Cloud Service Agreement

The Cloud Service Agreement ("CSA") is incorporated into the MSA and applicable to all 4PSA Cloud OnDemand Services delivered directly to You (the "Cloud Service" or "Cloud Services"). The Acceptable Use Policy will also apply. The CSA is not applicable to software licensing, unrelated third-parties or third-parties lacking privity of contract with 4PSA.

4PSA is not a managed service provider and will not manage Your Cloud Services.

The uptime guarantees and the resulting SLA credits are applied in monthly terms, unless specified otherwise. All CSA guarantees and information listed below are made in good faith and are subject to standard contract remedies.

If, when using our Cloud Services, You process and store Personal Data from Your clients related to individuals who are located in the European Union, please be informed that 4PSA acts as a data processor for You, within the meaning of EU General Data Protection Regulation no. 2016/679 ("GDPR"), when providing You the Cloud Services and such, the terms of this CSA describing the data controller – data processor relationship will also apply.

Definitions

Service Year. The preceding 365 days from the date of a CSA claim.

Annual Uptime Percentage. This is calculated by subtracting from 100% the percentage of 5-minute periods during the Service Year in which the Cloud Service was unavailable. If you have been using the Cloud Service for less than 365 days, Your Service Year is still the preceding 365 days but any days prior to your use of the service will be deemed to have had 100% availability. Any downtime occurring prior to a successful Service Credit claim cannot be used for future claims. Annual Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Cloud Services Commitment Exclusion as defined below.

Unavailable. This means that all of your running Cloud Services instances have no Internet connectivity during a five (5) minute period or the services on the Cloud Services instance cannot be started due to a hardware-related issue.

Eligible Credit Period is a single month and refers to the monthly billing cycle in which the most recent Cloud Service Unavailable event included in the CSA claim occurred.

A Service Credit is a money credit in Your account currency, calculated as set forth below, which 4PSA may credit back to Your account.

Your Personal Data means any Personal Data processed on Your behalf by 4PSA or by a Sub-Contracted Processor on Your behalf.

Sub-Contracted Processor means any third-party, natural or legal person, designated by 4PSA or otherwise acting on behalf of the 4PSA for the processing of Your Personal Data.

Applicable Legislation means the European Union legislation and / or any applicable national legislation applicable to the Parties involved in the processing of the Client's Personal Data, including the Personal Data Protection Legislation.

Personal Data Protection Legislation means the applicable European Union legislation and / or any national legislation applicable on personal data protection, including the GDPR and applicable GDPR implementing or supplementing laws.

Standard Contract Clauses means standard data protection clauses adopted by the Commission of the European Union in accordance with the examination procedure referred to in Article 93 (2) of the GDPR or standard data protection clauses adopted by a Surveillance Authority and approved by the Commission of the European Union in accordance with the examination procedure referred to in Article 93 (2) of GDPR.

Data Transfer means a transfer of Your Personal Data from 4PSA to a Sub-Contracted Processor, or between two entities of a Sub-Contracted Processor, in each case, if that transfer would be prohibited or restricted by the Personal Data Protection Legislation (or through the terms of the personal data transfer contracts), in the absence of Standard Contractual Clauses or other mechanisms that ensure adequate safeguards under Articles 45 and 46 of the GDPR.

The terms "Data Controller", "Data Processor", "Data Subject", "Personal Data", "Personal Data Breach" "Processing" and "Supervisory Authority" shall have the meaning assigned to them in GDPR, and the terms associated with them will be interpreted accordingly.

Cloud Service Commitments

4PSA will use commercially reasonable efforts to make the Cloud Services available with an Annual Uptime Percentage (defined below) of at least 99.9% during the Service Year. In the event the Cloud Services do not meet the Annual Uptime Percentage commitment, you will be eligible to receive a Service Credit as described below.

Service Credits

If the Annual Uptime Percentage for Your Cloud Services drops below 99.9% for the Service Year, You are eligible to receive a Service Credit equal to 10% of Your monthly bill for Cloud Services for the month when the Unavailable event was registered. To file a claim, You do not have to wait 365 days from the day You started using the service or 365 days from their last successful claim. You can file a claim any time Your Annual Uptime Percentage over the trailing 365 days drops below 99.9%.

4PSA will only apply Service Credits against future Cloud Services payments otherwise due from You. Service Credits shall not entitle you to any refund or payment for other 4PSA services. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than five dollars (US $5). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the MSA, Your sole and exclusive remedy for any Unavailable event or non-performance of the Cloud Services or other failure by 4PSA to provide the Cloud Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this CSA or termination of Your use of the Cloud Services. You expressly accept this clause.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a request by sending an e-mail message to sla@4psa.com. To be eligible, the credit request must:

Include Your Business Zone customer ID in the subject of the e-mail message;

Include in the body of the e-mail the dates and times of each incident that You claim to have experienced including Service IDs of the Cloud Service instances that were running and were affected during the time of each incident;

Include Your server request logs that document the errors and corroborate Your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks);

Be received by 4PSA within thirty (30) days of the last reported incident in the SLA claim.

If the Annual Uptime Percentage of such request is confirmed by 4PSA and it is less than 99.9% for the Service Year, then 4PSA will issue the Service Credit to You within one billing cycle following the month in which the request occurred. Your failure to provide the request and other information as required above will disqualify You from receiving a Service Credit.

Cloud Service Commitment Exclusions

The Cloud Service Commitment does not apply to any unavailability, suspension or termination of the Cloud Services, or any other Cloud Services performance issues:

caused by factors outside of 4PSA's reasonable control, including any force majeure event, chance event, or Internet-access related problems beyond the demarcation point of Cloud Services

that result from any actions or inactions of You or any third-party

that result from your equipment, software or other technology and/or third-party equipment, software or other technology (other than third-party equipment within 4PSA's direct control)

arising from 4PSA suspending and terminating of Your right to use the Cloud Services in accordance with the MSA

caused by scheduled hardware and software upgrades performed by 4PSA

caused by emergency interventions performed by 4PSA to prevent situations that would lead to downtime or security issues.

If availability is impacted by factors other than those explicitly listed in this CSA, 4PSA may issue a Service Credit considering such factors in its sole discretion.

Data Controller - Data Processor Relationship

The Data Processor – Contact Details

Rack-Soft, Inc., a US based company with its principal place of business at 4250 Lancaster Pike, Suite 120, Wilmington, DE 19805is the data processor responsible for the processing of Your Personal Data as described in this CSA – referred to in this CSA as "4PSA".

Rack-Soft SRL, a Romanian company with its principal place of business at 20-22 Bilciuresti Str., 2nd floor, Sector 1, Bucharest, 014012 Romania, has been appointed as our representative within the meaning of Art. 27 of the GDPR.

4PSA's Rights and Obligations as Data Processor

The provision of the Cloud Services under this CSA entails the processing by 4PSA (as Data Processor) of personal data in Your name and on Your behalf (You acting as Data Controller).

For the purpose of the performance of this CSA, You and 4PSA have the obligation to observe the applicable legislation on the protection of individuals in the context of the Processing of Personal Data.

Processing of Your Personal Data

4PSA is authorized to process Your Personal Data on Your behalf, under this CSA and under any subsequent specific instructions submitted by You, for the purposes of performing its contractual obligations stated hereinunder and for the duration of the CSA.

4PSA shall not, in any way, process Your Personal Data in its own interest, being fully responsible as Data Controller for any Processing of Your Personal Data that exceeds the purpose set forth herein, in accordance with the provisions of the Personal Data Protection Legislation.

4PSA shall (i) comply with the Personal Data Protection Legislation for the Processing of Your Personal Data and (ii) shall process Your Personal Data only based on Your documented instructions, unless the Processing is imposed on 4PSA under the Applicable Legislation, in which case 4PSA, to the extent permitted by the Applicable Legislation, will inform You about the respective legal requirement prior to Processing of Your Personal Data.

In application of Art. 28 par. (3) of the GDPR:

Your Personal Data include Personal Data that You store on the 4PSA servers where You are using the Cloud Services.

Categories of Data Subjects include the individuals to whom Your Personal Data stored on 4PSA servers using the Cloud Services refer.

Nature of the Processing: storage of Your Personal Data.

4PSA shall keep a record of all Processing activities performed on Your behalf according to the Personal Data Protection Legislation.

Such record should include at least the following:

Name and contact details of 4PSA and of its other Sub-Contracted Processors (if the case) and of 4PSA’s representative appointed in accordance with Art. 27 of the GDPR;

Categories of Processing activities carried out on Your behalf (which would involve providing of Cloud Services);

If the case, a complete description of Your Personal Data Transfer to third countries or international organizations and, in the case of the transfers stipulated under the second subparagraph of Article 49 (1) of GDPR, the documentation of suitable safeguards (where permitted under this Agreement); and

Where possible, a general description of the technical and organizational security measures.

4PSA shall promptly inform You when contacted by the Supervisory Authority through requests, instructions or interrogations or in the event of a control or should the Data Subjects request information on the purpose and content of the processing.

If the result of these checks indicates deficiencies or nonconformities having an impact on Your Personal Data, 4PSA shall immediately remedy any such deficiencies or non-conformities identified and shall provide You with proof of such remedies within 15 (fifteen) days as of the date of reporting the deficiency or non-compliance.

Security and Confidentiality

Given the state of the art, the cost of implementation, the nature, scope, context and purposes of Your Personal Data Processing, 4PSA shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, as the case may be, including the measures referred to in Art. 32 par. (1) of GDPR.

In assessing the appropriate level of security, 4PSA shall in particular take into account the risks brought by the Processing of Your Personal Data resulting from destruction, loss, alteration, unauthorized disclosure or unauthorized access, whether incidental or unlawful.

For this purpose, 4PSA shall follow the provisions of the Personal Data Protection Legislation, including any regulations, recommendations or applicable orders issued by the competent Supervisory Authority.

4PSA undertakes to respect confidentiality with respect to all aspects regarding the Processing of Your Personal Data.

4PSA will ensure that any person acting under its authority (including but not limited to employees, subcontractors, Sub-Contracted Processors etc.) and having access to the Your Personal Data:

processes the data only based on Your documented instructions, except when the Processing is imposed on 4PSA under the Applicable Legislation; and

has committed to respecting the confidentiality (based on a confidentiality agreement or similar contractual arrangement) or have a statutory duty of confidentiality.

Processing by a Sub-contracted Processor

4PSA may continue to use the Sub-contracted Processors already engaged in the Processing at the date of this Agreement, subject to Your written confirmation.

4PSA will request Your prior written approval with regard to the appointment of any Sub-contracted Processor, providing full details with regard to the Processing that shall be carried out by the Sub-contracted Processor.

You have the right to oppose to the appointment of any Sub-contracted Processor, for reasons related to the risks that may arise with regards to the Processing of Your Personal Data, within 15 (fifteen) days as of receipt of the notice referred to above. If Your opposition is well justified and we don’t change our Sub-contracted Processor to which You opposed, You are entitled to terminate this CSA without penalty and You will need to stop using our Cloud Services.

4PSA shall not disclose Your Personal Data with any Sub-contracted Processor, without Your prior written approval.

When appointing any Sub-contracted Processor, 4PSA:

will ensure that the agreement between 4PSA and the Sub-contracted Processor: (i) complies with the requirements of art. 28 par. (3) of the GDPR and (ii) provides that the Sub-contracted Processor shall fulfil the obligations stipulated under this CSA as regards the Data Controller – Data Processor relationship as if the Sub-Contractor was a party to this CSA; and

will make available to You copies of the contracts concluded with the Subcontracted Processors (with the possibility to anonymize any confidential information that are not relevant to the requirements stipulated under the CSA herein).

4PSA will keep records of all third-parties that it has subcontracted for the processing of Your Personal Data and will provide a copy of this record, as well as any and all contracts concluded with them within 5 (five) days as of Your written request (with the possibility to anonymize any confidential information that are not relevant to the requirements stipulated under the CSA herein).

Personal Data Breach

If 4PSA or a Sub-Contracted Processor becomes aware of a Personal Data Breach affecting Your Personal Data and makes 4PSA aware of such a breach, 4PSA s hall notify You without undue delay and in any case within 48 (fourty-eight) hours after the detection of the Personal Data Breach, providing relevant information to enable You to meet any reporting or notification obligations towards the Supervisory Authority or the Data Subjects with respect to the Personal Data Breach according to the Personal Data Protection Legislation.

Under such circumstances, 4PSA will disclose You at least the following information:

a. the identity and contact details of the data protection officer or of any other person from whom more information could be obtained;

b. the nature of the security breach, including the categories and approximate number of Data Subjects and records concerned;

c. a description of the measures You could take to mitigate potential adverse effects of the Personal Data Breach;

d. the likely consequences of the Personal Data Breach;

e. the measures taken or proposed to be taken by 4PSA to address the Personal Data Breach.

Taking into account the specificity of the Processing and the information at its disposal, 4PSA will cooperate with You on all aspects required in order to undertake all necessary steps to investigate, alleviate or remedy any such Personal Data Breach.

Rights of the Data Subjects

Taking into account the specificity of the Processing and the information at our disposal, 4PSA will assist You, insofar as this is possible, in implementing the appropriate technical and organizational measures to respond to requests for the exercise of the rights of the Data Subjects, in accordance with the Personal Data Protection Legislation.

4PSA: (i) will promptly notify You if it receives a request from a Data Subject under the Personal Data Protection Legislation relating to Your Personal Data and (ii) will ensure that it does not comply with the request, except in accordance with Your documented instructions, unless it is required by the Applicable Legislation to act otherwise, in which case 4PSA, to the extent permitted by the Applicable Legislation, will inform You of that legal requirement before responding to the request.

Nevertheless, it is understood that 4PSA remains liable directly to the Data Subjects for those processing activities it carries out in its capacity as Data Controller and outside Your instructions.

Impact Assessment on Data Protection

Taking into account the specificity of the Processing and the information at its disposal, 4PSA will provide reasonable assistance to You in relation to any data protection impact assessments and prior consultations of the Supervisory Authority that You may consider reasonably necessary under Article 35 or 36 of the GDPR or other equivalent provisions of the Personal Data Protection Legislation, in each case solely in connection with the processing of Your Personal Data.

Audit Right

4PSA shall make available to You all reasonable information necessary to demonstrate its compliance with the obligations set out in this CSA. 4PSA will also allow You or third parties empowered by You to perform reasonable audits to verify the manner in which the obligations under this CSA are fulfilled as regards to the 4PSA’s obligations as data processor , subject to 4PSA and You agreeing on the date and reasonable period of such an audit, which should not affect the 4PSA’s activity of 4PSA.

You or the auditor mandated by You will notify 4PSA at least 10 (ten) days before the intended date for initiating an audit. 4PSA will grant access to its premises, equipment and systems only to persons expressly authorized by You to perform the audit and subject to strict confidentiality obligations undertaken by such.

The parties will jointly agree on the duration and timing of the audit sessions conducted at 4PSA’s locations and/or at the locations of 4PSA’s equipment used for Your Personal Data Processing.

The audits performed by You or Your authorized auditor will only target Your Personal Data and the access will only be provided to the locations, equipment and systems used by 4PSA for the processing of Your Personal Data and will not extend to other Personal Data processed by 4PSA.

4PSA will ensure that its Data Protection Officer (if such will be appointed) or any other person designated by 4PSA provides You with all necessary information to demonstrate compliance with the obligations set forth herein. At the same time, the person designated by 4PSA will participate in the audit procedures.

You will be solely responsible and will need to bear Your own costs incurred for performing an audit in accordance with this CSA. You will reimburse 4PSA for any time expended and any other costs incurred by 4PSA for any such audit at 4PSA’s locations and / or at the locations of 4PSA’s equipment used for Your Personal Data Processing. The reimbursement shall be made 4PSA’s then-current rates, which shall be made available to You upon request.

4PSA will promptly inform You if and in what manner, in its opinion, one of Your instruction violates the provisions of this CSA or the Personal Data Protection Legislation and will stop executing any such instructions until clarification.

Transfer of Data

If 4PSA will work with a Sub-Contracted Processor, as provided for in this CSA, and the contract concluded with such a Sub-Contracted Processor involves a Data Transfer, 4PSA will ensure that the transfer will be performed based on a set of Standard Contract Clauses duly signed by the Sub-Contracted Processor, or ensure that any such Data Transfer will be based on any other appropriate mechanisms and guarantees under the Personal Data Protection Legislation, including the provisions of Article 46 of the GDPR.

In all cases, the Data Transfer to the Sub-Contracted Processor may only be performed upon Your prior approval. Thus, 4PSA will provide You with a prior notice, in reasonable time, with all relevant information regarding the purpose of the transfer, as well as the country in which Your Personal Data would be transferred. If You oppose to the Data Transfer to a certain Sub-Contracted Processor and Your opposition is well justified, and we may not change our Sub-contracted Processor to which You opposed, You are entitled to terminate this CSA without penalty and You will need to stop using our Cloud Services.

Deleting or Returning the Client’s Personal Data

As a result of the termination of this CSA and of the provision of any Cloud Services involving the Processing of Your Personal Data ("Termination Date"), 4PSA will erase and ensure the deletion of all other copies of Your Personal Data, including by any other Sub-contracted Processor if this is under 4PSA’s control.

You will need to make a full copy of all Your data including Your Personal Data before the termination of this CSA if You want to retain such data, as all Your data, including Your Personal Data, will be automatically deleted on the Termination Date.

4PSA may retain Your Personal Data insofar as this is required by the Applicable Legislation and only to the extent and for the time required by the Applicable Legislation.

Legal Information

The Master Service Agreement ("MSA") is a legal contract between You and 4PSA. You agree to be bound to all agreements in this MSA.

Master Service Agreement

Terms of Service

Orders

Monthly Service Fees

Minimum Monthly Free

Service Upgrades and Additional Services Fees

Hourly Service Fees

One Time Fees

Taxes

Service Credits

Term and Termination

Cancellation

Refunds & Disputes

Billing Disputes

Non-Payment

Invoicing

Data

Data Ownership

Data Control

Use of Your Name

Trademarks and Other Intellectual Property Rights

Permitted Use

Laws

INDEMNIFICATION

LIMITED WARRANTY

LIMITATION OF LIABILITY

Legal Compliance

Electronic Signature

End-User License Agreement

1. License

2. Evaluation License

3. Intellectual Property and Confidentiality

4. Support Services and Updates

5. License Types and License Fees

6. Term and Termination

7. INDEMNIFICATION

8. LIMITED WARRANTY

9. LIMITATION OF LIABILITY

10. General Terms

Acceptable Use Policy

No Illegal, Harmful, or Offensive Use or Content

No Security Violations

Use in the Designated Purposes

No Network Abuse

IP Addresses

4PSA Monitoring and Enforcement

Reporting of Violations of this AUP

Support Service Agreement

Support Services

Definitions

Your Obligations

4PSA Obligations

No Support in Case of EOL

Data

Terms and Termination

Payment

Warranty

Cloud Service Agreement

Definitions

Cloud Service Commitments

Service Credits

Credit Request and Payment Procedures

Cloud Service Commitment Exclusions

Data Controller - Data Processor Relationship

The Data Processor – Contact Details

4PSA's Rights and Obligations as Data Processor

Processing of Your Personal Data

Security and Confidentiality

Processing by a Sub-contracted Processor

Personal Data Breach

Rights of the Data Subjects

Impact Assessment on Data Protection

Audit Right

Transfer of Data

Deleting or Returning the Client’s Personal Data