Hosting & Maintenance EULA Agreement 2025

Hosting & Maintenance EULA Agreement 2025

Effective Date: 2024/2025

Introduction

We have updated our Hosting and Maintenance Policy and Software as a Subscription (SaaS) terms for 2025. This End User License Agreement (“Agreement”) outlines the terms and conditions governing your use of our platform and related services. By accessing or using our platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. 

* Please review and share this Agreement with your end users and staff.

1. Monthly Billing

•  Services Included: Your monthly billing covers hosting, maintenance, and additional services such as basic SSL, DirectAdmin, or cPanel, where applicable.

2. Maintenance Plan

•  Requirement: A Maintenance Plan is mandatory for the continuous use of our platform under this Agreement.
•  Fee: The plan is provided at a rate of $299 per month, significantly below the industry standard.

3. Hosting Cost

• Pass-Through Expense: Hosting costs are treated as pass-through expenses. We generate revenue solely from the Maintenance Plan fee.

4. Tax Savings

• Benefit: As an Oregon-based company, we save our clients on taxes for servers and related fees. Should Oregon change the tax code or if we relocate, tax will be added to all applicable invoices at that time.

5. Third-Party Applications and APIs

• Client Responsibility: You are responsible for the payment and maintenance of all connectors, APIs, or applications used in conjunction with our platform and services.
• Exclusions: We do not finance or offer direct support for third-party services such as PCGS, NGC, PSA, Greysheet, CDNExchange, QuickBooks, etc.  M2EPro users require updates that will be billed at our clients' expense.

6. Emergency Support and Maintenance Plan Changes

Mitigation of Aggressive Bots, DDoS Attacks, and Other Uncontrollable Outages

1. Mitigation Fee

• A flat fee of $250 per hour will be charged for addressing aggressive bots, DDoS attacks, or related outages. This fee is not included in any maintenance or service plans.

2. After-Hours Support

• For any issues requiring resolution outside of regular business hours—including weekends, holidays, or scheduled closures—the rate is $350 per hour. Creating support tickets triggers immediate alerts to our on-call staff, incurring costs for their time and any work performed. As a service-based company, all work conducted outside standard hours is billed at this rate without exception.
  
  

3. Cloudflare Integration and Support

• Clients using Cloudflare for additional security or performance require extra support hours and tier adjustments.

  
  

• For clients in good standing, this service is billed at $185 per hour.

4. Important Considerations

• The frequency and sophistication of these attacks have been increasing in recent years, impacting businesses of all sizes.

  
  

• As such, mitigation efforts involve significant resources, and we cannot absorb these costs without fair compensation.

5. Usage and Server Load Implications

• It is imperative to note that adding your website URLs, images, or other assets to social media, marketplaces, or any other domains or IPs places additional load on the server supporting your site.

  
  

• This can exponentially propagate information, making it more accessible to bad actors such as hackers and scammers.

  
  

• Please keep this in mind and be aware that such actions may require upgrading the server hardware or resources supporting your site. Bandwidth, memory, maximum execution time, and other server limits have overheads and thresholds that must be managed appropriately.

Exceptions:

1. New Clients have 120 days of server tuning and bot mitigation included.

   
   

2. Hyvä theme project clients have 30 days of same.

Note: Clients that do not have a frontend are far less likely to have these types of events.

By continuing to use our services, you acknowledge and agree to these terms. We strongly recommend ensuring your payment information is up-to-date and that your account remains in good standing to facilitate swift resolution of any unexpected issues.

a. Emergency Support Coverage

•  Scope: The Maintenance Plan covers emergency support outside standard business hours only when your site is down.
•  Non-Emergency Requests: Off-hour non-emergency requests, including holidays and scheduled closures, will be billed at $350 per hour, with a one-hour minimum.
• Exclusions: Non-critical inquiries are not covered outside regular business hours.

b. Maintenance Plan Adjustments

• Name Change: The “Support Plan” is now referred to as the “Maintenance Plan.”
• Support Hours: The plan now includes 1 hour of support per month, reduced from 3 hours due to abuse and increased efforts to mitigate malicious bot activity and the increase of mandatory hot-fixes and patches.
• Acknowledgment: By continuing to use the plan, you agree to these terms, effective immediately.

7. Continuation of Services and Acceptance of Agreement

• Acceptance: By utilizing our paid hosting and maintenance services, you acknowledge and accept this Agreement.
• Compliance: You and all end users must comply with all terms and conditions herein.
• Termination: Failure to adhere to any provision or requesting services beyond our agreement may result in termination of access.

8. Services Included in the M2 Plan

Included Services:

• Security Patches: Application of security-related patches to your supported version of Adobe Commerce M2.
• Version Updates: Updates to our custom Adobe Commerce M2 after compatibility testing, at our discretion.
• Administrative Assistance: Addition or removal of admin users and assistance with password changes for serviced domain-related accounts.
• PHP and Caching Management: Management of PHP versions and NGINX caching on your instance.
• Bug Fixes: Addressing legitimate bugs or issues with our Adobe Commerce M2-based modules.
• Feature Enhancements: Occasional addition of new features, codebase changes, third-party updates, and logic flow improvements at our discretion.
• 24/7 Site Monitoring: Monitoring via FreshPing for uptime and downtime status.
• Security Scans: Weekly Adobe Commerce Security Scans with necessary actions taken upon issue alerts.
• Hosting Coordination: Handling server-related problems directly with our hosting partners.
• Support Hours: 1 hour of support per month for Q&A, access to our support center, and training videos. Note: Unused hours do not roll over.

Support Requests:

• Submission Method: Use the dedicated admin support widget or at: support@digitalstudionw.com.
• Important: Do not send support requests via text messages.  

Excluded Services:

• Custom code or design changes.
• Modifications to our proprietary Admin.
• Support for third-party add-ons not part of our core framework.
• Support for transactional emails not originating from our platforms.
• Repairs due to unauthorized modifications (e.g., config settings, code changes).
• Daily site management tasks (e.g., adding images, products, customers).
• Managing blog, news, CMS pages, contact information changes, or client data exports.
• Training new staff or family members (unless contracted separately).
• Hardware support (e.g., networks, monitors, tablets).
• Assistance with compromised personal computers or emails.
• Support for deprecated hardware or software.
• Responsibility for fees or support related to services like M2Epro, Avalara Tax, PayPal, Stripe, Greysheet/CDN Exchange, OpenAI, PCGS, NGC, PMG, eBay, Amazon, Walmart, ADA Compliance, site audits, non-basic SSLs, domains, merchant processing, tax liabilities, chargebacks, or any related service fees.

9. End User(s) Terms of Use

Platform Restrictions:

• Prohibited Activities: Any activity that disrupts, interferes with, competes with, or is harmful to our website, services, business, reputation, goodwill, customers, or customer relations is prohibited.
• Compliance: Failure to cooperate in correcting or preventing violations by your users constitutes a violation by you. Services may be terminated without prior notice.
• Intended Use: Our platform is intended strictly for its designated purpose. Support is provided only under these circumstances.
• Access Restrictions: We do not grant access to our code or servers under any circumstances, nor engage with unauthorized subcontractors.

Software Usage and Modifications

Our software must be used as designed, and any requests to alter the software to work “your way” will not be tolerated. It is your responsibility to learn how to use the software properly. Any use outside its original intended purpose will not be supported. Our Adobe Commerce-based numismatic platform, along with our Auction platform, are highly complex systems developed over years, reflecting significant expertise and investment. By engaging with our services, you acknowledge and accept these terms.

Server Access and Software Rights

We do not allow any third-party agency, IT company, self-proclaimed “expert,” or anyone else to access our servers under any circumstances. Period. This includes, but is not limited to, SFTP, SSH, root access, or any other form of entry. This policy is strictly enforced due to past incidents involving unauthorized copying of our proprietary software. This is non-negotiable.

Customized Work Requests:

• Origination: Must come from the account owners responsible for billing.
• Staff Assignments: If your staff contacts us, please ensure they are informed of our agreement to avoid disputes.
• Rates: Custom code and frontend design work is billed at $250 per hour; support clients in good standing are billed at $185 per hour.

Professional Conduct:

• Behavior Policy: Unprofessional and disrespectful behavior via any communication channel will not be tolerated and may result in suspension or termination of services.  
• Reminder: We are a for-profit business offering valuable services and are not available to work without compensation.  Please keep in mind that we are not your employees.
• Data Privacy: We will never sell your data or user information for profit or any similar gains.

10. Service Billing

• Billing Partner: We have partnered with Stripe for hosting and support billing services.
• Subscription Billing: Implemented via Stripe, charging your credit card for monthly plans.
• Notifications: Includes reminders for upcoming charges and card expiration notices.
• Subscription Adjustments: May occur to comply with Stripe’s policies, possibly adjusting billing dates.

Important:

• Timely Payments: Essential for maintaining hosting services; we must make timely payments to hosting companies.
• Suspension Policy: Failure to make monthly payments may result in service suspension until the account is current.
• Termination Policy: If unpaid for 72 hours, the server will be terminated by the hosting company, decommissioning your site. This aligns with industry standards.
• Financial Responsibility: As a small business, we cannot financially float clients for any length of time nor indefinitely.

Ownership Changes:

• Agreement Termination: Selling your company, transferring ownership, or changing parent company partners terminates this Agreement.
• New Agreements: New owners must agree to and sign new end-user agreements.
• Non-Transferable Software: Our software is non-transferable and may not be sold by any entity other than us. No exceptions.

11. Account Cancellations

• Notice Requirement: Provide a 30-day notice if you decide to cancel your hosting and support plan, including SaaS accounts.
• Obligations: We must notify the hosting company and settle any outstanding fees.
• Decommissioning Process: Consists of four parts with ownership defined as follows:

a. Your Data

• Ownership: You retain full ownership of your data (orders, customers, products, images, descriptions, etc.).
• Data Transfer: Upon final payment, we will provide a database dump of your data. The method of transfer is at our discretion and typically includes client and basic product data only.

b. Adobe Commerce (M2 Open Source Framework)

• Ownership: Owned by Adobe.

c. Third-Party Add-ons

• Ownership: Owned by the respective development companies.
• Support Renewals: Require renewal plans for compatibility with future Adobe Commerce M2 versions and security patches aka subcriptoins are paid by client, but non-transfersable.
• Non-Transferable: These services and modules are not transferable upon cancellation.

d. Our Custom DSNW Modules

• Ownership: Owned by Digital Studio NW, LLC.
• Usage Rights: Active end users have perpetual usage rights as long as their account remains active and in good standing.
• Non-Transferable: Cannot be transferred to private servers under any circumstances.

12. Closing Statement

By engaging with our services, you acknowledge and accept these terms and conditions. Digital Studio NW, LLC reserves the right to modify these terms at any time, and continued use of our services constitutes acceptance of any such changes.

If you have any questions, please reach out using the support widget in our admin or directly at support@digitalstudionw.com.

Thank you for your ongoing support.

Best regards,

The Digital Studio NW Team

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