|
SSG MSA – version 6.1 v2 – September 2022
<br />SSG MASTER SERVICES AGREEMENT
<br />
<br />This Master Services Agreement (the “Agreement”) is entered into between Social Solutions Global, Inc, its affiliates, subsidiaries and assigns (“SSG”) and
<br />the Client identified in the applicable Order Form referencing this Agreement or otherwise using the Services (“Client”). SSG and Client, by Client’s execution
<br />of an applicable Order Form or by use of the SaaS Services, hereby agree to the following terms and conditions:
<br />
<br />1 DEFINITIONS
<br />"ASC" means the designated support or managed services package as further defined in the Service Level Agreement that, if purchased by Client, will
<br />begin approximately ten (10) business days from the start date ("Start Date") of the Order Form (with a portion of ASC package hours to be utilized during
<br />the implementation phase of the Professional Services, as may be applicable). Any purchased but unused ASC package hours will not roll over year over
<br />year during the Term of the Order Form."
<br />“Content” means information, data, text, music, sound, graphics, video messages and other materials to which Client is provided access by SSG through
<br />the Services.
<br />“Client Data” means any data, information, or material Client or any Client User provides or submits through the SaaS Services.
<br />“Documentation” means the user instructions, release notes, manuals and on-line help files as updated by SSG from time to time, in the form generally
<br />made available by SSG, regarding the use of the SaaS Services.
<br />“Error” means a material failure of the SaaS Services to conform to its functional specifications described in the Documentation.
<br />“Independent Client Activity” means: (i) use of equipment by Client not provided or previously approved by SSG; or (ii) negligent acts or omissions or
<br />willful misconduct by Client or its Users.
<br />“Internet Unavailability” means Client’s inability to access, or SSG inability to provide, the SaaS Service through the Internet due to causes outside of
<br />SSG direct control, including, but not limited to: (i) failure or unavailability of internet (“Internet”) access; (ii) unauthorized use, theft or operator errors relating
<br />to telephone, cable or Internet service provider; (iii) bugs, errors, configuration problems or incompatibility of equipment or services relating to Client’s
<br />computer or network; or (iv) failure of communications networks or data transmission facilities, including without limitation wireless network interruptions.
<br />“License Metrics” means the limitation on the usage of SaaS Services as designated and/or defined in the applicable Order Form or the financial metric
<br />used to calculate applicable fees.
<br />“Order Form” means the document, regardless of actual name, executed by the parties by which Client orders Services that may specify, among other
<br />things, the User license count, duration of the Services, the applicable fees and costs, and incorporates the terms of this Agreement.
<br />“Professional Services” means data conversion, data mapping, implementation, configuration, training, integration and deployment of the SaaS Services,
<br />and/or other professional services identified on an Order Form, including any training materials, tutorials and related documentation provided in connection
<br />with the performance of the Professional Services.
<br />“SaaS Services” means the software as a service and the subscription products and services identified in the Order Form and associated Support.
<br />“Services” means, collectively, the SaaS Services (as also may be identified as “Subscription Products”) and Professional Services.
<br />“Service Level or Service Level Agreement” means the customer support service level that SSG offers with respect to the SaaS Services, as they may
<br />be updated by SSG from time to time located at: http://www.socialsolutions.com/legal/.
<br /> “User” or “Named User” means an individual identifiable by a name and excludes concurrent users. “Administrator” or “Enterprise Manager” means
<br />the dedicated and name User of Client identified as the individual who shall be responsible for Client’s Users, to attend and complete training, administer
<br />licenses and to be the technical point of contact on Client’s behalf pertaining to Support and Services.
<br />2 PURPOSE AND SCOPE
<br />2.1 Purpose. This Agreement establishes the general terms and conditions to which the parties have agreed with respect to the provision of Services
<br />by SSG to Client. Additional terms for the purchase of a specific Service are set forth in the Order Form. The parties acknowledge receipt of and agree to
<br />be bound by the terms and conditions of the Agreement.
<br />2.2 Incorporation of Order Forms. At any time after execution of the initial Order Form, Client may purchase additional Services or otherwise expand
<br />the scope of Services granted under an Order Form, upon SSG’s receipt and acceptance of a new Order Form.
<br />2.3 Order of Precedence. To the extent any terms and conditions of this Agreement conflict with the terms of an Order Form or any other document,
<br />the documents shall control in the following order: (i) Order Forms with the latest date(s), (ii) this Agreement as updated by SSG from time to time, and, (iii)
<br />any other documents expressly incorporated herein by reference.
<br />3 SERVICES
<br />3.1 Generally. Subject to Client’s and its Users’ compliance with the terms of this Agreement and timely payment of the applicable fees, SSG will
<br />make the SaaS Services available to Client and its Users during the Term.
<br />DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7DocuSign Envelope ID: 06B1D125-C12C-4A65-82D5-195B5A052468
|