Software Terms And Conditions 2019

The following Terms and Conditions shall be appended to the General Terms and Conditions as listed herein and as posted on our website at: https://www.solodev.com/terms for any and all software related activities, usage, and purchases.

1. FREE TRIALS

With our free trial, you can test Solodev platform for a certain period of time. Simply sign up for the plan of your choice, validate your billing information and your Free Trial begins! For subscriptions made directly from our partners or 3^rd party providers, certain 3^rd party fees may still be applicable. Please refer to their terms, pricing and sale details for more information.

Please note that if you have not cancelled your account before the end of your trial, your account will automatically renew, and your card will be billed. You can cancel your subscription at any time by logging into your account.

• 1.1. Free Trial Period. Free trial period will end at the same hour that it opens. For example, if you open your account at 10:00AM on Monday morning, for fourteen (14) day long trials, your account would be processed for billing at 10:01AM, fourteen (14) days later.
• 1.2. Authorization charge to ensure validity. We place a $1 hold to ensure your credit card is valid. Your card won’t actually be charged until the end of the trial, and not at all if you cancel during the free trial period. If cancelling, please do so at least twenty-four (24) hours prior to the ending date and time of your free trial.

2. SUBSCRIPTIONS

• 2.1. When am I charged? Plans are invoiced and charged monthly and will renew automatically on the same day of each month. For plans with a free trial option, the first payment will be due the day after the expiration of your trial. Remember, you can cancel anytime.
• 2.2. Cancellation of Subscription. In the event that the Customer would like to cancel their subscription they must inform Solodev of their intention to cancel their subscription at least seven (7) days before the next scheduled payment in their billing cycle to avoid being charged for the following month. Your subscription can be cancelled anytime in the “My Account” section of your Solodev account. Your account access will then terminate at the end of that billing period. If cancelling during the free trial period, please do so at least twenty-four (24) hours prior to the ending date and time of your free trial. If you experience any issues cancelling your subscription, please notify us at help@solodev.com with “Cancellation Request” in the subject line. We are unable to process refunds if more than twenty-four (24) hours lapsed since the renewal of your subscription.
• 2.3. Changing Subscription. You can change your subscription anytime in your Solodev account.
• 2.4. Monthly Invoicing. Monthly invoices will be available and printable within your Solodev account.

3. REFUND POLICY – 24 HOURS

Refunds can be requested within twenty-four (24) hours of the latest payment processing by emailing help@solodev.com for a full refund if you choose to cancel your subscription. It may take seventy-two (72) hours for your refund to be reflected on your credit card statement and more time for international cards. After twenty-four (24) hours of the latest payment processing, payments can no longer be refunded.

BY ACCEPTING AND / OR USING SOLODEV PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE THAT YOU AND YOUR USERS WILL BE BOUND BY ALL TERMS AND CONDITIONS ATTACHED HERETO AND AGREES TO BE BOUND BY THEM.

4. LICENSE

This license agreement governs your use of the Solodev software. By installing and using this software, whether installed by Solodev, you, other employees, contractors or service providers, you are accepting the terms of this agreement. Licensor grants to Licensee a nonexclusive, nontransferable license to use the Software, as defined on the face hereof; or within the Order; or as selected on Solodev website; or as selected on Solodev’s Partner/Reseller websites, in hosting data at the number of CPUs, servers and/or nodes licensed (the “License”). Unless specifically permitted by this Agreement or the Order, Licensee may not transfer, share, distribute, sub-license or copy the Software. Each license can only be installed on one server and cannot be transferred at any time. Licensee may not modify, prepare derivative works from, reverse engineer, disassemble or decompile the Software or transmit it electronically by any means. In addition, the Licensee may not use the Software in multiple computer or multiple user arrangements unless that use is covered explicitly by this license or an individual license for each computer or user. Licensee may make backup copies of the Software for archival purposes, and each backup copy shall include the copyright and other proprietary notices in or on the original. All right, title and interest in and to the Software remains with Licensor and, if applicable, its licensors. The Licensee and those of its employees and agents who need access to the Software agree to use and protect the Software in accordance with all of the terms of this Agreement, unless otherwise indicated on the face of this Agreement.

5. FEE AND PAYMENT TERMS

Upon execution of this Agreement, Licensee shall pay to Licensor the fees specified on the face hereof; specified within the Order; or otherwise specified herein. Customer shall be limited to the number of resources specified within the Order and shall be subject to overages in the event additional resources are requested or utilized. Unused resources shall be void at the end of each term or upon termination.

6. OBLIGATIONS

• 6.1. Solodev Obligations. For all Orders accepted by Solodev and subject to this Agreement, Solodev agrees to provide Software License and the applicable support listed if chosen, subject to and in accordance with Solodev’s Service Level Agreement.
• 6.2. Customer Obligations. The Customer agrees to (a) pay when due the fees for the applicable charges; (b) use reasonable security precautions in light of Customer use of the License; (c) cooperate with Solodev’s reasonable investigation of security problems and any suspected breach of the Agreement; (d) provide evidence of license removal from all servers upon termination. Customer shall be responsible for license payment until said evidence is delivered and pay for all products and services utilized at then current market rates. 

7. SECURITY

The Software contains proprietary and confidential information of Licensor and, if applicable, its licensors, and is protected under United States copyright law and trade secret laws of general applicability. Licensee agrees to use its best efforts to prevent, and protect the contents of the Software from, use by or disclosure to any third parties. Licensee agrees to take no action which may infringe upon the copyright and other rights Licensor and, if applicable, its licensors have with respect to the Software. Licensee agrees not to use or attempt to use the Software for any illegal purpose or in any manner inconsistent with any applicable federal, state or other law, rule or regulation.

8. WARRANTY, WARRANTY LIMITATIONS AND WARRANTY DISCLAIMER

• 8.1. Warranty. Licensor warrants that the Software will perform in all material respects in accordance with the description and that the Software will be free from defects in material and workmanship under normal, proper and intended usage for the duration of a SaaS subscription or for sixty (60) days from installation for non-SaaS enterprise licenses. Licensor warrants that the Software at the time of purchase will be free of malicious code and disabling code, including viruses and Trojans, and shall not infringe on the intellectual property rights of any third party. Except as provided in the preceding sentence, Licensor does not warrant the use of the Software will be uninterrupted or error free. For SaaS licenses, the Licensee’s sole and exclusive remedy and Licensor’s maximum liability shall be a refund of the fee collected from Licensee during thirty (30) days immediately preceding the date on which the claim accrued. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee's failure to follow operating instructions, (iii) negligence or accident, or (iv) unauthorized modifications to the Software by any person or entity other than Licensor, unless otherwise approved by Licensor (v) any attempt at reverse engineering by the Licensee or any employee or agent of Licensee, (vi) software or hardware not provided by Licensor, (vii) electrical malfunctions or (viii) any other cause external to the Software. Any repairs or corrections made by Licensor for such problems will be billed at Licensor's standard time and material charges, plus reasonable and necessary out-of-pocket expenses. Data integrity, storage and backup are the sole responsibility of the customer. In the event of a breach of warranty, Licensee’s remedy is repair of all or any portion of the Software, or replacement of the Software. If such remedy fails of its essential purpose, Licensee’s sole and exclusive remedy and Licensor’s maximum liability shall be a refund of the paid purchase price for the defective Software only and Licensee may terminate this Agreement with no additional liability to Licensor. This limited warranty is only valid if Licensor receives written notice of breach of warranty no later than thirty days after occurrence of the triggering event. Upon expiration of the warranty period, Licensee (and not Licensor or its licensors) assumes the entire cost of all necessary servicing, repairs or corrections pursuant to the terms and conditions of the Service Level Agreement.
• 8.2. Limitation of Warranties and Liability. EXCEPT AS SET FORTH IN SECTION 8.1 ABOVE, THE SOFTWARE IS SOLD “AS IS” AND WITHOUT ANY WARRANTIES AS TO THE PERFORMANCE, MERCHANTIBILITY, DESIGN, OR OPERATION OF THE SOFTWARE. NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED. EXCEPT AS DESCRIBED IN SECTION 8.1, ALL WARRANTIES EXPRESS AND IMPLIED ARE HEREBY DISCLAIMED. NEITHER LICENSOR OR ITS SUPPLIERS, NOR LICENSEE, SHALL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF DATA OR USE OF DATA, LOSS OF DATAFILES, PROGRAMS OR OPERATING SYSTEMS, INTERRUPTION OF BUSINESS NOR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND UNDER OR ARISING OUT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, HOWEVER, CAUSED, WHETHER FOR BREACH OF WARRANTY, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF LICENSOR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
• 8.3. Warranty Disclaimer. Solodev warrants to Customer that the software license will be delivered, and all software deficiencies will be resolved in a timely and professional manner. Except as set expressly provided in Solodev’s Agreement, Solodev is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications, or third-party supplier failure)
  
  Solodev is not responsible for any security breaches. If the Customer’s server is responsible for or involved in an attack on or unauthorized access into another server or system, then the Customer will notify Solodev immediately, and Solodev will have the right to respond accordingly, including without limitation the right to identify, isolate, and block the source of the attack.

9. SOLODEV PLATFORM - SERVICE ADD-ONS

• 9.1. HelpDesk, Infrastructure Support & Software Maintenance
  Unless listed within the Agreement or the Order, assistance with application of software updates, HelpDesk, technical support and infrastructure support are optional services and are subject to additional annual cost.

• 9.2. Critical Support with Service Level Agreement (SLA)
  • 9.2.1 Service Level Agreement. Customer shall have the option to purchase Critical Support Services with Service Level Agreement (SLA) for guaranteed response times. HelpDesk plan is required in order to select a Critical Support option.
    
    Upon receipt of a ticket, the Solodev support team will respond to that request within the selected support level.  These levels represent response times only. As each situation varies, Solodev cannot guarantee issue resolution in a specified time frame. All work associated with resolving critical care requests shall be handled via the Customer’s HelpDesk plan.
    
    Unless Critical Support plan is selected, Solodev provides services without any SLA guarantees during regular business hours (Mo – Fri: 8:30 am – 17:00 pm ET), except for Holidays.
    
    Solodev observes the following Holidays: New Year's Day, Martin Luther King Jr. Day, Presidents Day/Washington's Birthday, Good Friday, Memorial Day, Independence Day (4th of July), Labor Day, Columbus Day, Veterans Day, Thanksgiving, Day after Thanksgiving, Christmas Eve, Christmas Day, New Year’s Eve. If the Holiday falls on a Saturday, Solodev observes the Holiday on the preceding Friday. If the Holiday falls on a Sunday, Solodev observes the Holiday on the subsequent Monday.
    
    Emergency/After Hour Services: Requests that fall outside of business hours are subject to the emergency hourly rate as listed within the Order or double the standard hourly rate if no emergency rate is listed.
  • 9.2.2 Remedy. As an essential part of the Agreement, the liquidated damages payable under the SLA(s) shall be the credits stated in any applicable SLA(s) which are Customer’s sole and exclusive remedy for Solodev’s failure to meet those guarantees for which credits are provided; and the parties agree that the credits are not a penalty, are fair and reasonable and represent a reasonable estimate of loss that may reasonably be anticipated from any breach.
    
    In the event selected SLA is not met in a given month, Customer is entitled to a credit of two hundred fifty and dollars ($250) per event, up to one hundred percent (100%) of their monthly recurring SLA fee for any given calendar month. Customer shall not be entitled to a credit if the event giving rise to the credit occurred ("Event") because of the unavailability of their AWS Services or because of Solodev’s inability to access Customer's AWS account. Customer shall not be entitled to a credit during the on-boarding phase and no tests or practice issues shall be subject to any credits. Customer must request a credit within seven (7) days following the event giving rise to the credit. No credit shall be due if the credit would not have accrued but for Customer’s action or omission.
• 9.3. Chronic Failures.In the event Solodev, with respect to the platform, experiences six (6) or more Service level failures with respect to the same critical service within a rolling six (6) month period, then Customer may immediately Terminate the Services under this Agreement as of the date specified in the notice of termination without payment of any additional fees and Solodev shall return any unearned portion of the fees on a pro-rata basis. In no event will termination relieve Customer of its obligation to pay any fees payable to Solodev for the period prior to the effective date of termination. Solodev shall be immediately notified by Customer about each chronic failure so that Solodev can investigate and determine the root cause of said failure. This Section “Chronic Failures” only applies to chronic failures caused by Solodev’s acts or omissions. Chronic failures that fall outside of Solodev’s sole control including but not limited to failures related to 3rd Party products and / or services, including but not limited to hosting & infrastructure, shall not be construed as Solodev Services level failure.
• 9.4. Support Classification  
  • 9.4.1. Critical. Your production system is inoperative, your business operations or productivity are severely impacted with no available workaround, or there is a critical security issue.  
  • 9.4.2. Non-critical. Your production system is operating, and you experience an issue.  
  • 9.4.3. High urgency. The issue is causing significant disruption of your business operations; a workaround is inadequate.
  • 9.4.4. Low urgency. The issue is a minor inconvenience and does not impact business operations in any significant way; issues with little or no time sensitivity.
• 9.5. Term for Add-On Services. Add-On Services start as of the Effective Date and continue for twelve (12) months unless a longer term is selected.