HOSTING, MAINTENANCE & SOFTWARE-AS-A-SERVICE END USER LICENSE AGREEMENT (“AGREEMENT”)
Effective Date: 1/1/2025
1. Introduction
This Agreement (“Agreement”) is a legally binding contract between you (“Client” or “you”) and Digital Studio NW, LLC (“Company,” “we,” or “us”). By accessing or using our platform and associated services (“Services”), you acknowledge that you have read, understood, and agree to be bound by the terms and conditions set forth herein. Please distribute this Agreement to your end users and staff as needed.
2. Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below:
• “Platform” means the web-based software and associated infrastructure provided by the Company.
• “Maintenance Plan” refers to the recurring support and maintenance services provided under this Agreement.
• “Hosting” refers to the server and related infrastructure services provided as part of the subscription.
• “Third-Party Services” includes any connectors, APIs, or applications not developed or maintained by the Company.
3. Billing and Payment Terms
3.1 Monthly Billing
• Services Covered: Your monthly billing encompasses hosting, maintenance, and related services (including basic SSL, DirectAdmin, or cPanel where applicable).
• Payment Method: Billing is processed via our third-party billing partner, Stripe. All charges will be applied to the credit card on file.
3.2 Timely Payments and Suspension
• Obligation: Timely payment is essential to maintain uninterrupted service. In the event of non-payment, service suspension may occur until your account is brought current.
• Termination for Non-Payment: If outstanding amounts remain unpaid for 72 hours, the hosting provider reserves the right to decommission your site in accordance with industry standards.
4. Maintenance Plan
4.1 Requirement and Fee
• Mandatory Plan: A Maintenance Plan is required for continued use of the Platform.
• Fee: The Maintenance Plan is available at a rate of $299 per month, which is competitively priced below the prevailing industry standard.
4.2 Scope of Maintenance Services
• The Maintenance Plan includes essential support services as further detailed in Section 8 and provides 1 hour of support per month. (Unused support hours will not roll over.)
5. Hosting Costs and Tax Considerations
5.1 Hosting Cost as a Pass-Through Expense
• Pass-Through Expense: Hosting fees are billed as pass-through expenses. Our revenue is derived solely from the Maintenance Plan fee.
5.2 Tax Savings and Adjustments
• Oregon Tax Benefits: As an Oregon-based company, we currently provide tax savings on servers and related fees. If Oregon’s tax code changes or if the Company relocates, applicable taxes will be added to all future invoices.
6. Third-Party Applications and APIs
6.1 Client Responsibilities
• Payment and Maintenance: You are solely responsible for any costs associated with third-party connectors, APIs, or applications used in conjunction with our Platform.
6.2 Exclusions
• No Financing or Direct Support: The Company does not finance, support, or offer maintenance for third-party services (e.g., PCGS, NGC, PSA, Greysheet, CDNExchange, QuickBooks). For example, M2EPro updates will be billed to the Client separately.
7. Emergency Support and Maintenance Adjustments
7.1 Mitigation of Security Incidents
• Aggressive Bots, DDoS, and Outages: In the event of aggressive bot activity, DDoS attacks, or similar emergencies:
• A mitigation fee of $250 per hour will be applied.
• After-Hours Support: Services rendered outside standard business hours (including weekends, holidays, or scheduled closures) will be billed at $350 per hour, with a minimum charge of one hour.
7.2 Cloudflare Integration
• Additional Support: Clients utilizing Cloudflare for security or performance enhancements may incur additional support hours billed at $185 per hour for clients in good standing.
7.3 Additional Considerations
• Server Load: Increased server load from actions such as widespread distribution of URLs, images, or assets may require hardware upgrades or additional resources.
• Initial Provisioning: New clients receive 120 days of server tuning and bot mitigation services, while Hyvä theme project clients receive 30 days. Clients without a frontend are less likely to experience these issues.
8. Scope of Services Under the Maintenance Plan (“M2 Plan”)
8.1 Services Provided
• Security Patches: Regular application of security patches to supported versions of Adobe Commerce M2.
• Version Updates: Updates to our custom Adobe Commerce M2 after successful compatibility testing, at our discretion.
• Administrative Assistance: Modifications such as the addition or removal of administrative users and password changes for domain-related accounts.
• PHP and Caching Management: Oversight of PHP versions and NGINX caching configurations.
• Bug Fixes and Feature Enhancements: Correction of legitimate software bugs and occasional feature enhancements, including third-party updates and codebase improvements.
• Monitoring and Scanning: Continuous 24/7 site monitoring via FreshPing and weekly security scans with responsive actions as necessary.
• Hosting Coordination: Liaison with our hosting partners to resolve server-related issues.
8.2 Support Requests
• Submission: All support requests must be submitted via the designated admin support widget or emailed directly to support@digitalstudionw.com. Text messages will not be accepted.
• Exclusions: The Maintenance Plan does not cover custom code/design changes, modifications to proprietary administrative tools, non-core third-party add-ons, unauthorized modifications, routine daily management tasks, or hardware-related issues.
9. End User Terms of Use
9.1 Platform Restrictions
• Prohibited Conduct: Any actions that disrupt, interfere with, or harm the Platform, our services, or our business reputation are strictly prohibited.
• Compliance: You are responsible for ensuring that all end users comply with these restrictions. Failure to do so may result in termination of service without prior notice.
• Intended Use: The Platform is provided solely for its designated purposes. Support will be rendered only within the scope of this Agreement.
10. Software Usage, Modifications, and Server Access
10.1 Software Usage
• Intended Use: Our software must be used in its intended manner. Requests to modify the software beyond its designed functionality will not be accommodated.
10.2 Prohibited Server Access
• No Unauthorized Access: Under no circumstances shall any third party—including IT companies, independent contractors, or self-proclaimed “experts”—be granted access (e.g., via SFTP, SSH, or root access) to our servers. This measure is strictly enforced to protect our proprietary software.
10.3 Customized Work
• Requests: All customized work requests must originate from the authorized account owner responsible for billing. Custom code and design work are billed at $250 per hour (or $185 per hour for clients in good standing).
11. Professional Conduct and Data Privacy
11.1 Conduct
• Behavior: Unprofessional or disrespectful communication will not be tolerated and may result in suspension or termination of services.
• Compensation: Please note that our personnel are not employees available for uncompensated work.
11.2 Data Privacy
• Commitment: We are committed to protecting your data. Under no circumstances will we sell your data or personal information for profit.
12. Dispute Resolution and Governing Law
12.1 Binding Arbitration
• Arbitration: All disputes, claims, or controversies arising from or related to this Agreement shall be resolved exclusively through binding arbitration in accordance with the rules of the American Arbitration Association.
• Venue: All arbitration proceedings and any necessary legal actions shall be conducted in the State of Oregon, at a venue determined at the Company’s sole discretion. By accepting this Agreement, you expressly waive any right to pursue legal claims in any other jurisdiction.
12.2 Governing Law
• Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict-of-law provisions.
13. Service Billing and Third-Party Partnerships
13.1 Billing Provider
• Stripe: Our billing is facilitated through Stripe, and you will receive notifications regarding upcoming charges, including card expiration alerts. Adjustments to billing dates may occur to comply with Stripe’s policies.
13.2 Financial Responsibility
• Obligations: As a small business, we require that all fees be paid promptly. Failure to do so may result in the suspension or termination of your services.
14. Ownership, Transfer, and Account Cancellations
14.1 Ownership and Data Rights
• Client Data: You retain full ownership of all data generated through your use of the Platform (e.g., orders, customer information, products, images). Upon final payment after account cancellation, a database export (typically limited to client and basic product data) will be provided at our discretion.
• Third-Party and Proprietary Modules: Ownership of third-party add-ons remains with their respective developers. Our custom modules remain the exclusive property of Digital Studio NW, LLC, though active clients retain perpetual usage rights provided their accounts are in good standing. These rights are non-transferable.
14.2 Account Cancellations
• Notice: A minimum of 30 days’ notice is required to cancel your hosting and support plan, including SaaS services.
• Process: Cancellation will initiate a decommissioning process, including settling outstanding fees and notifying our hosting provider.
• Change of Ownership: The sale, transfer, or change in the ownership structure of your company will result in the automatic termination of this Agreement. New owners must execute a new Agreement with the Company.
• Non-Transferability: Our software and related services are non-transferable except as expressly provided herein.
15. Amendments and Termination
• Modifications: The Company reserves the right to modify this Agreement at any time. Continued use of the Services constitutes your acceptance of any such changes.
• Termination: Failure to adhere to any provision of this Agreement or repeated requests for services beyond the scope of this Agreement may result in termination of your access to the Services.
16. Contact Information
For support or questions regarding this Agreement, please contact us via the support widget within our administrative interface or email support@digitalstudionw.com.
By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.
The Digital Studio NW, LLC Team
0 Votes
0 Comments
People who like this
Delete Comment
This post will be deleted permanently. Are you sure?
DIGITAL STUDIO NW, LLC
HOSTING, MAINTENANCE & SOFTWARE-AS-A-SERVICE END USER LICENSE AGREEMENT (“AGREEMENT”)
Effective Date: 1/1/2025
1. Introduction
This Agreement (“Agreement”) is a legally binding contract between you (“Client” or “you”) and Digital Studio NW, LLC (“Company,” “we,” or “us”). By accessing or using our platform and associated services (“Services”), you acknowledge that you have read, understood, and agree to be bound by the terms and conditions set forth herein. Please distribute this Agreement to your end users and staff as needed.
2. Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below:
• “Platform” means the web-based software and associated infrastructure provided by the Company.
• “Maintenance Plan” refers to the recurring support and maintenance services provided under this Agreement.
• “Hosting” refers to the server and related infrastructure services provided as part of the subscription.
• “Third-Party Services” includes any connectors, APIs, or applications not developed or maintained by the Company.
3. Billing and Payment Terms
3.1 Monthly Billing
• Services Covered: Your monthly billing encompasses hosting, maintenance, and related services (including basic SSL, DirectAdmin, or cPanel where applicable).
• Payment Method: Billing is processed via our third-party billing partner, Stripe. All charges will be applied to the credit card on file.
3.2 Timely Payments and Suspension
• Obligation: Timely payment is essential to maintain uninterrupted service. In the event of non-payment, service suspension may occur until your account is brought current.
• Termination for Non-Payment: If outstanding amounts remain unpaid for 72 hours, the hosting provider reserves the right to decommission your site in accordance with industry standards.
4. Maintenance Plan
4.1 Requirement and Fee
• Mandatory Plan: A Maintenance Plan is required for continued use of the Platform.
• Fee: The Maintenance Plan is available at a rate of $299 per month, which is competitively priced below the prevailing industry standard.
4.2 Scope of Maintenance Services
• The Maintenance Plan includes essential support services as further detailed in Section 8 and provides 1 hour of support per month. (Unused support hours will not roll over.)
5. Hosting Costs and Tax Considerations
5.1 Hosting Cost as a Pass-Through Expense
• Pass-Through Expense: Hosting fees are billed as pass-through expenses. Our revenue is derived solely from the Maintenance Plan fee.
5.2 Tax Savings and Adjustments
• Oregon Tax Benefits: As an Oregon-based company, we currently provide tax savings on servers and related fees. If Oregon’s tax code changes or if the Company relocates, applicable taxes will be added to all future invoices.
6. Third-Party Applications and APIs
6.1 Client Responsibilities
• Payment and Maintenance: You are solely responsible for any costs associated with third-party connectors, APIs, or applications used in conjunction with our Platform.
6.2 Exclusions
• No Financing or Direct Support: The Company does not finance, support, or offer maintenance for third-party services (e.g., PCGS, NGC, PSA, Greysheet, CDNExchange, QuickBooks). For example, M2EPro updates will be billed to the Client separately.
7. Emergency Support and Maintenance Adjustments
7.1 Mitigation of Security Incidents
• Aggressive Bots, DDoS, and Outages: In the event of aggressive bot activity, DDoS attacks, or similar emergencies:
• A mitigation fee of $250 per hour will be applied.
• After-Hours Support: Services rendered outside standard business hours (including weekends, holidays, or scheduled closures) will be billed at $350 per hour, with a minimum charge of one hour.
7.2 Cloudflare Integration
• Additional Support: Clients utilizing Cloudflare for security or performance enhancements may incur additional support hours billed at $185 per hour for clients in good standing.
7.3 Additional Considerations
• Server Load: Increased server load from actions such as widespread distribution of URLs, images, or assets may require hardware upgrades or additional resources.
• Initial Provisioning: New clients receive 120 days of server tuning and bot mitigation services, while Hyvä theme project clients receive 30 days. Clients without a frontend are less likely to experience these issues.
8. Scope of Services Under the Maintenance Plan (“M2 Plan”)
8.1 Services Provided
• Security Patches: Regular application of security patches to supported versions of Adobe Commerce M2.
• Version Updates: Updates to our custom Adobe Commerce M2 after successful compatibility testing, at our discretion.
• Administrative Assistance: Modifications such as the addition or removal of administrative users and password changes for domain-related accounts.
• PHP and Caching Management: Oversight of PHP versions and NGINX caching configurations.
• Bug Fixes and Feature Enhancements: Correction of legitimate software bugs and occasional feature enhancements, including third-party updates and codebase improvements.
• Monitoring and Scanning: Continuous 24/7 site monitoring via FreshPing and weekly security scans with responsive actions as necessary.
• Hosting Coordination: Liaison with our hosting partners to resolve server-related issues.
8.2 Support Requests
• Submission: All support requests must be submitted via the designated admin support widget or emailed directly to support@digitalstudionw.com. Text messages will not be accepted.
• Exclusions: The Maintenance Plan does not cover custom code/design changes, modifications to proprietary administrative tools, non-core third-party add-ons, unauthorized modifications, routine daily management tasks, or hardware-related issues.
9. End User Terms of Use
9.1 Platform Restrictions
• Prohibited Conduct: Any actions that disrupt, interfere with, or harm the Platform, our services, or our business reputation are strictly prohibited.
• Compliance: You are responsible for ensuring that all end users comply with these restrictions. Failure to do so may result in termination of service without prior notice.
• Intended Use: The Platform is provided solely for its designated purposes. Support will be rendered only within the scope of this Agreement.
10. Software Usage, Modifications, and Server Access
10.1 Software Usage
• Intended Use: Our software must be used in its intended manner. Requests to modify the software beyond its designed functionality will not be accommodated.
10.2 Prohibited Server Access
• No Unauthorized Access: Under no circumstances shall any third party—including IT companies, independent contractors, or self-proclaimed “experts”—be granted access (e.g., via SFTP, SSH, or root access) to our servers. This measure is strictly enforced to protect our proprietary software.
10.3 Customized Work
• Requests: All customized work requests must originate from the authorized account owner responsible for billing. Custom code and design work are billed at $250 per hour (or $185 per hour for clients in good standing).
11. Professional Conduct and Data Privacy
11.1 Conduct
• Behavior: Unprofessional or disrespectful communication will not be tolerated and may result in suspension or termination of services.
• Compensation: Please note that our personnel are not employees available for uncompensated work.
11.2 Data Privacy
• Commitment: We are committed to protecting your data. Under no circumstances will we sell your data or personal information for profit.
12. Dispute Resolution and Governing Law
12.1 Binding Arbitration
• Arbitration: All disputes, claims, or controversies arising from or related to this Agreement shall be resolved exclusively through binding arbitration in accordance with the rules of the American Arbitration Association.
• Venue: All arbitration proceedings and any necessary legal actions shall be conducted in the State of Oregon, at a venue determined at the Company’s sole discretion. By accepting this Agreement, you expressly waive any right to pursue legal claims in any other jurisdiction.
12.2 Governing Law
• Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict-of-law provisions.
13. Service Billing and Third-Party Partnerships
13.1 Billing Provider
• Stripe: Our billing is facilitated through Stripe, and you will receive notifications regarding upcoming charges, including card expiration alerts. Adjustments to billing dates may occur to comply with Stripe’s policies.
13.2 Financial Responsibility
• Obligations: As a small business, we require that all fees be paid promptly. Failure to do so may result in the suspension or termination of your services.
14. Ownership, Transfer, and Account Cancellations
14.1 Ownership and Data Rights
• Client Data: You retain full ownership of all data generated through your use of the Platform (e.g., orders, customer information, products, images). Upon final payment after account cancellation, a database export (typically limited to client and basic product data) will be provided at our discretion.
• Third-Party and Proprietary Modules: Ownership of third-party add-ons remains with their respective developers. Our custom modules remain the exclusive property of Digital Studio NW, LLC, though active clients retain perpetual usage rights provided their accounts are in good standing. These rights are non-transferable.
14.2 Account Cancellations
• Notice: A minimum of 30 days’ notice is required to cancel your hosting and support plan, including SaaS services.
• Process: Cancellation will initiate a decommissioning process, including settling outstanding fees and notifying our hosting provider.
• Change of Ownership: The sale, transfer, or change in the ownership structure of your company will result in the automatic termination of this Agreement. New owners must execute a new Agreement with the Company.
• Non-Transferability: Our software and related services are non-transferable except as expressly provided herein.
15. Amendments and Termination
• Modifications: The Company reserves the right to modify this Agreement at any time. Continued use of the Services constitutes your acceptance of any such changes.
• Termination: Failure to adhere to any provision of this Agreement or repeated requests for services beyond the scope of this Agreement may result in termination of your access to the Services.
16. Contact Information
For support or questions regarding this Agreement, please contact us via the support widget within our administrative interface or email support@digitalstudionw.com.
By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.
The Digital Studio NW, LLC Team
0 Votes
0 Comments