Terms of Service

HOSTING SERVICES AGREEMENT

BETWEEN: The individual or single entity ordering Praxis Laboratories Coop's Open Atria hosting services ("Services") either via an on-line order form or by telephone (hereinafter referred to as the "Client").
AND: Praxis Laboratories Coop, a corporation duly constituted pursuant to the laws of Québec, under registration number 1169091056, having its head office at 117 King avenue, Pointe-Claire, Québec, Canada (hereinafter referred to as "Praxis").
(The Client and Praxis are hereinafter collectively referred to as the "Parties")

PREAMBLE

The preamble hereto shall form an integral part hereof.
WHEREAS the Client wishes to obtain OpenAtrium managed hosting services (hereinafter referred to as "Services") from Praxis;
WHEREAS Praxis has agreed to provide the Client with the Services described hereinbelow, in return for good and valuable consideration;
WHEREAS the Parties wish to evidence their agreement in writing;
WHEREAS the Parties are duly authorized and have the capacity to enter into and perform this Agreement;
NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

OBJECT

Services

This service agreement covers one distinct service as agreed in the Specifications.

Open Atrium hosting

Praxis agrees to provide the Client with the Services, as follows:
1. to provide access to an Open Atrium website, hosted on a shared platform.
2. to provide credentials to access the service in accordance with the Specifications;
3. to provide all other services contemplated in this Agreement or in the Specifications;

CONSIDERATION

Price of the Services

In consideration for the Services, the Client shall pay to Praxis the price set forth in the Specifications, together with all applicable taxes.

Physical or Electronic Invoicing Address

Praxis shall send its invoices to the Client at the electronic address set forth in the Specifications, or at any electronic address indicated by the Client to Praxis after the signing of this Agreement. Delivery to a physical address or via fax transmission may incur charges set forth in the Specifications.

Terms and Conditions of Payment

The price shall be payable by the Client to Praxis in accordance with the terms and conditions of payment set forth in the Specifications.

SPECIFIC PROVISIONS

Representatives of the Parties

Each of the Parties acknowledges that the person designated below (or any other person replacing the designated person, pursuant to a notice to that effect given to the other Party) shall represent it and shall have full authority to take all steps, make all decisions and give all consents required with respect to the performance of this Agreement, unless otherwise noted in this agreement.

Representatives of Praxis

Praxis provides three representatives for this agreement:
Accounting and billing
accounting@praxis.coop
Technical support and issues
support@praxis.coop
General information
info@praxis.coop

Representatives of the Client

The Client has to provide, in the Specification, three different representatives which may be the same physical or moral person as seen fit by the Client:
Billing contact
will be contacted for accounting-related issues, will receive the bills and account statements. That person is empowered to take decisions with regards to payment and billing.
Technical contact
will be contacted for technical issues. That person is empowered to make decisions on access levels, and all other technical liabilities.
Administrative contact
will be contacted for any other issues. This person shall have full authority to take all steps, make all decisions and give all consents required with respect to the performance of this Agreement.

Electronic Communications

The Parties’ representatives may communicate between themselves by electronic means, in which case the following presumptions shall apply:
1. The parties have established and verified their respective identities by presenting an electronic signature generated from a trusted OpenPGP key or S/MIME certificate (hereinafter referred to as the “Identification Code”)
2. the presence of an Identification Code in an electronic document shall be sufficient to identify the sender and to establish the authenticity of said document;
3. an electronic document containing an identification code shall constitute a written instrument signed by the sender; and
4. an electronic document containing an identification code or any printed output of such document, when kept in accordance with usual business practices, shall be considered to be an original.

The Client representatives may also establish and verify its identity to Praxis by presenting all of the following information:
name of the contact
address of the contact
details of the last bill:
customer number
bill number
total amount

Obligations of the Client

The Client undertakes as follows in favour of Praxis:
1. The Client shall cooperate fully with Praxis and provide Praxis with all information required in order to ensure that the Services are provided in a proper and complete manner;
2. The Client shall take up the defence of Praxis if the latter is impleaded in, or made a party to, any legal proceedings instituted by a third party and alleging a fault on the part of Praxis resulting from the presence, use or display of the Services or information stored therein, and the Client shall indemnify Praxis and hold it harmless from and against the principal amount and interest of any monetary order which is issued, as well as from and against all judicial and extrajudicial costs incurred by Praxis as a result thereof;
3. The Client shall pay the price of Praxis's Services and the price of all additional services required by the Client after the signing of this Agreement, the whole in accordance with the terms and conditions of payment set forth in the Specifications;
4. The Client shall abide to guidelines of conduct set forth in the Acceptable Use Policy (http://openatria.com/AcceptableUsePolicy); and
5. The Client shall give notice forthwith to Praxis if the Client's representative, as indicated in the Specifications, is replaced during the performance of this Agreement.

Obligations of Praxis

Praxis undertakes as follows in favour of the Client:
1. The Services shall be provided in a professional manner, in accordance with generally accepted industry practices, and based upon the Specifications and Service Level Agreement set forth in appendix “B” annexed hereto (hereinafter referred to as the “SLA”);
2. The Services shall be running and accessible from the Internet on a continuous basis as detailed in the Specifications, excepting such time periods as are needed for planned Services maintenance and network downtime not attributable to Praxis;
3. Praxis shall resolve any problem respecting the Services (as set forth in the SLA) after acknowledgement of the problem or after being notified by the Client, whichever comes first, with response times set forth in the Specifications;
4. Praxis shall ensure that its employees, suppliers, associates and subcontractors, if any, fully comply with the provisions of this Agreement; and
5. Praxis shall give notice forthwith to the Client if Praxis's representative, as indicated in the Specifications, is replaced during the performance of this Agreement.

Service Rules

General Service rules

Praxis' rules for providing Services hereinafter listed, as may be modified from time to time (hereinafter collectively referred to as the "Service Rules"), shall apply for the whole term of this Agreement, subject to the Specifications having priority over any incompatible outsourcing rule, the Client agreeing to be fully bound by these:
1. Praxis may, at its sole discretion and subject to all its rights and recourses against the Client, refuse to provide Services to the Client, put them off-line without delay, and/or terminate this Agreement without any notice, if he believes that its content, in whole or in part, fails to meet any one of the Service Rules or Specifications or AUP.

Web content

In addition to the General Service Rules above, the Client agrees to be fully bound by the following:
1. The content hosted in accordance with the terms of this Agreement shall be exempt from any design and operation defect or security vulnerability.

Relationship Between the Parties

Given that the Parties are independent contractors, this Agreement shall be binding upon them only for the purposes set forth herein. Consequently, the provisions of this Agreement shall not, under any circumstances, be interpreted as creating any association or partnership between the Parties or as conferring any mandate from one Party to the other. Moreover, neither Party may bind the other in any manner whatsoever or in favour of anyone whomsoever, except in accordance with the provisions of this Agreement.

Additional Services

If the Client requires additional services and if Praxis agrees to provide such services, the Parties shall sign a purchase order prepared on the basis of the additional services required, which purchase order shall not be deemed to form an integral part of this Agreement.
All additional services shall be subject to the provisions of this Agreement, with the appropriate modifications.
The nature and price of the additional services are available by request.

Technical Support Provided by Praxis

During the period set forth in the Specifications, Praxis shall provide technical support with respect to the Service, at costs to the Client set forth in the Specifications, when deemed appropriate. In particular, but without limiting the generality of the foregoing, Praxis shall, within a reasonable deadline, diagnose any problem or defect affecting the Services, as set forth in the SLA.

Limitation of Warranty

Unless otherwise provided for in this Agreement, Praxis shall not provide the Client with any express or implied warranty with respect to the following:
the Server or Services, its content, its operation, its hardware and software components, and its access through the Internet;
the consequences which result or may result from the use of the Server, or Services, whether such consequences are actual or threatened, financial or not, or positive or not.
THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED WITH RESPECT TO THE OBJECT OF THIS AGREEMENT, AND THEY CONSTITUTE A LIMITED WARRANTY. THE CLIENT EXPRESSLY WAIVES ALL OTHER EXPRESS OR LEGAL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL LEGAL WARRANTIES REGARDING LATENT DEFECTS, EVICTION, merchantability or fitness for a particular purpose. Certain jurisdictions prohibit the exclusion or limitation of legal warranties, and it is possible that one or more of the aforementioned exclusions or limitations will not apply. It is also possible that the Client may have other warranty rights, which may vary from one place to another. Under no circumstance will the value of the warranty exceed the value of the services rendered to the Client and paid for by it. The Client expressly waives the right to make any warranty claim exceeding the said limit.

Limitation of liability

Except in the event of gross negligence on the part of Praxis, Praxis shall not be liable towards the Client for any fault or any direct or indirect damage resulting therefrom, and the Client shall indemnify Praxis and hold it harmless from and against all claims, including all claims under a warranty.
UNLESS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL PRAXIS (INCLUDING, IF APPLICABLE, ITS SUBSIDIARIES AND PARENT COMPANY, AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EXECUTIVES, EMPLOYEES AND ASSOCIATES) BE HELD LIABLE TOWARDS THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS OR OTHER ECONOMIC LOSS (RESULTING FROM A CONTRACTUAL OR EXTRA-CONTRACTUAL FAULT OR FROM NEGLIGENCE), EVEN IF PRAXIS HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS PROHIBIT the exclusion or limitation of LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES, and it is possible that one or more of the aforementioned exclusions or limitations will not apply. it is also possible that the Client may have other rights, which rights may vary from one place to another. Under no circumstances will Praxis's TOTAL LIABILITY TOWARDS THE CLIENT EXCEED the value of the services rendered to the Client and paid for by it. The Client expressly RELEASES THE SUBCONTRACTOR FROM ANY LIABILITY exceeding the said limit.

Security Deposit

Upon the signing of this Agreement, the Client shall pay to Praxis the security deposit set forth in the Specifications.

Interest

All amounts owed by the Client to Praxis pursuant to this Agreement shall bear interest at a rate of 1 percent monthly (12,68 % per annum) as of their due date.

Suspension of Services in the Event of Failure to Pay

If the Client refuses, without right, to pay Praxis the amounts payable pursuant to this Agreement in accordance with the terms and conditions of payment set forth in the Specifications, Praxis may suspend performance of the Services in question, without further notice or delay, the whole without prejudice to any of Praxis' other rights pursuant to this Agreement.

Termination of the Agreement (by the Client)

The Client may terminate this Agreement at any time, upon giving a notice to Praxis. However, the Client shall remain liable for the following:
1. payment of the price of the Services rendered;
2. payment of the price of the additional services rendered; and
3. payment of Server Migration costs, if applicable, without any reduction or deduction whatsoever.
Moreover, if Praxis has fulfilled its obligations pursuant to this Agreement up to the date of termination thereof, the Client shall pay to Praxis, for loss of expected profits, an amount equal to fifty percent (50 %) of the balance of the price of the Agreement.

Termination of the Agreement (by Praxis)

If, after Praxis has sent a demand to the Client, the Client does not abide by any of its obligations pursuant to this Agreement, Praxis may terminate this Agreement, put the Service off-line and, in the case of colocated services, remove it from the data center facilities and use it at its own discretion without any reduction, compensation or deduction whatsoever. In such a case, the Client shall remain liable for the following:
1. payment of the price of the Services rendered;
2. payment of the price of the additional services rendered; and
3. payment of Service Migration costs, if applicable,
without any reduction or deduction whatsoever.
Praxis agrees to wipe the data from the Service when putting the Service off-line.

Collection Costs

If, as a result of the Client's failure to make a payment, it becomes necessary to refer the overdue invoice or invoices to a collection agency or an attorney, the Client shall pay to Praxis, in addition to the amount owed, collection costs as charged by the collection agency or attorney.

Service Migration

If this Agreement terminates, Praxis shall collaborate with the Client to ensure an efficient migration of the Service to another provider specified by the Client at its own discretion, following rates applicable at the time of said migration, if and only if Praxis has received full payment for all customers obligations.

Professional Fees Relating to this Agreement

All professional fees (e.g. legal, accounting and other) relating to the negotiation, preparation and entering into of this Agreement which have been incurred at the request of a Party for its own benefit shall be borne by the said Party.

GENERAL PROVISIONS

Unless otherwise stated in this Agreement, the following provisions shall apply.

"Force Majeure"

Praxis shall not be considered to be in default pursuant to this Agreement if the fulfillment of all or part of its obligations is delayed or prevented due to "force majeure". "Force majeure" is an external event which Praxis has no control over, such as Act of God, fire, rain, flood, epidemic, earthquakes, winter storms, or other natural disasters; explosions, damages or destruction of equipment or installations; strike, lock-out or other work conflicts; riots, public disorder, war (declared or not) or armed conflicts; municipal, provincial, federal or other government laws and regulations, including but not limited to court orders and search warrants; inability to or delay to access physical premises due to fraud controls; or other unforeseeable events that make it impossible or illegal to continue providing Services under the terms of this Agreement.

Severability

If all or part of any section, paragraph or provision of this Agreement is held invalid or unenforceable, it shall not have any effect whatsoever on any other section, paragraph or provision of this Agreement, nor on the remainder of the said section, paragraph or provision, unless otherwise expressly provided for in this Agreement.

Notices

Any notice intended for Client shall be deemed to be validly given on the delivery date if it is in writing and is sent by registered or certified mail, by facsimile, by e-mail, by bailiff or by courier service to such Client’s address as set forth in this Agreement. Any Client’s address or contact information can be changed by giving ten (10) days notice in writing sent by registered or certified mail or by facsimile or by email to the other Party.

No Waiver

Under no circumstances shall the failure, negligence or tardiness of a Party as regards the exercise of a right or a recourse provided for in this Agreement be considered to be a waiver of such right or recourse.

Cumulative Rights

All rights set forth in this Agreement shall be cumulative and not alternative. The waiver of a right shall not be interpreted as the waiver of any other right.

Entire Agreement

This Agreement constitutes the entire understanding between the Parties. Declarations, representations, promises or conditions other than those set forth in this Agreement shall not be construed in any way so as to contradict, modify or affect the provisions of this Agreement.

No Right to Transfer

Client may not, in any manner whatsoever, assign, transfer or convey its rights in this Agreement to any third party, without the prior written consent of Praxis.

Currency

The currency used for purposes of this Agreement shall be in Canadian dollars (CAD).

Governing Law

This Agreement shall be construed and enforced in accordance with the laws in force in the province of Québec, Canada.

Election of Domicile

The Parties agree to elect domicile in the judicial district of Montréal, province of Québec, Canada for the hearing of any claim arising with respect to the interpretation, application, performance, term, validity or effects of this Agreement.

Counterparts

Each counterpart of this Agreement shall be considered to be an original when duly initialled and signed by all the Parties, it being understood, however, that all of these counterparts shall constitute one and the same Agreement.

Successors

This Agreement shall bind the Parties hereto as well as their respective successors, heirs and assigns.

Elapsed Time

Whenever one of the Parties fails to fulfill an obligation under this Agreement within a stipulated deadline, the mere lapse of time shall constitute a formal notice of default to the said Party.

Modifications

Praxis reserves the right to alter its Terms of Service and Acceptable Use Policy at any time without prior notice to the client if deemed necessary. The client will be notified by electronic mail of the changes.

TERM

The term of this Agreement is the one stated in the Specifications, beginning upon signing of this Agreement by the Parties.

RENEWAL

At its expiry, this Agreement shall be automatically renewed for the same terms and conditions as indicated in the Specifications, unless the Client sends Praxis a notice not to renew at least thirty (30) days before the expiry of the Services period indicated in the Specifications or of any renewal period.

TERMINATION

This Agreement shall terminate in any of the following circumstances:
1. upon the written consent of the Parties;
2. in case of termination, as provided for in this Agreement;
3. if Client fails to fulfill any of its obligations hereunder and does not remedy the default within a period of fifteen (15) days following receipt by Client of a formal notice asking it to remedy the default or within such shorter delay as is provided for in this Agreement.
Nonetheless, termination of this Agreement shall not affect the rights or obligations of the Parties with respect to limitation of warranty or limitation of liability, which rights and obligations shall survive the termination of this Agreement.

ACKNOWLEDGEMENT BY THE PARTIES

Service Activation: By activating your Open Atria account, you agree to the policies and disclaimer defined herein. Upon requesting activation of the Service, you are required to accept these policies, guidelines and disclaimer. This document, including any Guidelines and future modifications, governs your use of the Open Atria Platform and is a legal contract between you and Praxis. If you do not agree with any of the terms herein, your sole recourse is not to use the Service. If you have any questions about these Terms of Use, contact Praxis at info@praxis.coop.
You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service. If you are using or creating a Website on the Open Atria Platform as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity.

Appendix "A"

SPECIFICATIONS

Description of the Service

This service offers hosting of Open Atrium-based websites on Praxis' Aegir-based shared hosting environment. It offers secure and reliable management of Open Atrium sites and support of the hosting environment.

Service Term

Twelve (12) months or One (1) month, specified at the time of signing this agreement

Specifications of the Service

Required infrastructure for running an Open Atrium site (i.e., database, web server running PHP, file server)
Hosting of said Open Atrium site in Aegir
1 hour of technical support per month:
Contact channels: http://www.praxis.coop/en/support
Note: This includes total time spent on support, and not just time spent in communication with the client.
Quotas based on the selected package specifying:
The number of users
Monthly security updates to:
Drupal core
Contributed modules provided by the platform (i.e., only those in sites/all/modules/)
Specifically Excluded
Sites are updated but not tested. See Additional Services (below).
Major version upgrades (Open Atrium 2 to Open Atrium 3, Drupal 6 to Drupal 7, etc)
General shared hosting offerings: email, mailing lists, CGI access, other applications.

Technical Support

Support to customer is provided for duration of Services Term, as set forth in the Services Level Agreement (SLA)

Price of the Services

Packages are based on the number of users available. For current pricing, please visit the service's page.
Additional applicable quotas:
Bandwidth: 15GB for all sites
Hard disk: 5GB for all sites

Terms and Conditions of Payment

1. Security deposit (if applicable) is payable:
At time of signing, as described under Specific Provisions, above
2. Fees for installation, set-up are payable:
Upon reception of Praxis's invoice
3. Monthly fees for hosting services are payable :
On the first day of each month

Appendix "B"

SERVICE LEVEL AGREEMENT

In delivering outsourcing Services, Praxis offers service levels to ensure the customer receives the highest quality of service possible. The latest copy of this Service Level Agreement is always available upon request.

Service availability

Service availability corresponds to the time the service is available for use. Outages that result from server maintenance, configuration problems on customer's own equipment, or network outages beyond the control of Praxis will not be considered service outages and will not be included in the service availability calculations. Service level offered for connectivity is 99%, measured over a 30 day period.

Service maintenance

Service maintenance corresponds to the time required to perform regular network maintenance activities. All network maintenance activities will be undertaken during a service window to be determined in advance by Praxis in consultation with the client.
Service maintenance will be announced through electronic mail at least 48 hours in advance unless there is an emergency. Services maintenance updates are also posted on the blog.

Customer service

Customer service availability corresponds to the time our administrative staff is available to respond to all non-technical tasks. If a request received through customer service channels is determined by Praxis’s staff to be of technical nature, it will be treated as described below under Technical support. The hours of our customer service staff are posted at www.praxis.coop/en/contact.
Web: www.praxis.coop/en/contact
E-mail: info@praxis.coop

Technical support

Support to customer is provided for duration of Services Term. Response time represents the maximum time to respond to requests and give an initial identification of any problem, depending on their nature and how they are sent to Praxis. Mean resolution time (MRT) represents the average time necessary to perform a complete diagnostic and resolution of problem within Praxis’s infrastructure.

Availability: On a best-effort basis
Response time: On a best-effort basis
MRT: 24h or less
E-mail: support@praxis.coop
IRC: irc://irc.freenode.net/#praxis.coop

Note: "On a best-effort basis" provides a reasonable response time–account being taken of the seriousness of the problem. Response time may be subject to delays, such as extreme traffic conditions, acts of God, weather, and other events that are out of the control of the responding agent.