SAAS Agreement

Customer: TBD
Service Provider: DynamicPoint Inc.
Effective Date: TBD
Initial Term: One month from Effective Date

This SAAS Subscription Agreement (“Agreement”), dated as of the Effective Date, governs the use by Customer of the software, downloads, integrations and other intellectual property (collectively, the “SAAS System”), and the services provided by Service Provider in connection with the SAAS System (the “SAAS Services”). This Agreement includes the provided Solution Proposal outlining the terms of the purchase and Terms of Purchase and Use found at [www.dynamicpoint.com] as in effect from time to time.

  1. Service Provider agrees to sell the Products and provide the SAAS Services described in each Solution Proposal, and Customer agrees to pay for the Products and SAAS Services and comply with the terms and conditions set forth in this SAAS Subscription Agreement, each Solution Proposal, and the Terms of Purchase and Use. As provided in each Solution Proposal, the Products to be purchased may include the SharePoint Add-in, DynamicPoint Azure Based Service, and other applicable software, downloads and integration programs incorporated into the Microsoft Office 365 SharePoint Add In Application or other products as listed in the Solution Proposal. The Products shall be for use in connection with accessing the SAAS System and use of the SAAS Services, for Customer’s internal business purposes. The Fees for the Products are shown in the Solution Proposal. Subsequent purchases of Products shall be made only from Service Provider, and shall be subject to the terms and conditions of this Agreement.
  2. The Term of Service shall be for one (1) month from the effective date of this agreement for the SAAS Services or as otherwise indicated in the Solution Proposal. The SAAS Services may be accessed and used only by the number of Users or Transactions as specified in the Solution Proposal(s), for the Fees corresponding to that number and type of Users or Transactions, where applicable based on the product licensing option selected. Following expiration of the Initial Term, the Term of Service will automatically renew for successive periods of one (1) month each unless and until either party gives the other party notice of non-renewal at least 30 days prior to the next scheduled renewal date.
  3. Service Provider grants to Customer a limited, non-exclusive, terminable, non-transferable license to access the SAAS Services through the SAAS System, or by any other means on which the parties may agree, and to use the SAAS Services during the Term or Service, subject to the Terms of Purchase and Use located at www.dynamicpoint.com, as Service Provider may revise such Terms of Use from time to time.
  4. All other terms and conditions that are part of this Agreement shall be as set forth in the Terms of Purchase and Use, and this Agreement (inclusive of the Terms of Purchase and Use), and all Solution Proposals completed and approved pursuant to this Agreement, constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof. In the event of a direct conflict between the terms of this Agreement and the terms of the then-current Terms of Use, the terms of the Agreement shall control.
  5. Customer represents and warrants that Customer has all necessary authorization to purchase and pay for the Products and SAAS Services indicated in each Solution Proposal.
  6. Customer agrees to provide the necessary electric service, wiring, computer equipment, Microsoft licenses and communication line access for access to the SAAS Services.
  7. In addition to the initial Solution Proposal, the parties may enter into one or more additional Solution Proposals or Change Requests, each of which provides a general description of the Products and SAAS Services to be provided to Customer. For any Solution Proposal or Change Request to be effective, it must be in writing and signed or otherwise authenticated by Customer. Electronic and fax documents are considered to be in writing for this purpose. All terms and conditions set forth in this SAAS Subscription Agreement are automatically incorporated in, and deemed part of, each such Solution Proposal or Change Request.
  8. If there is any conflict between the terms of a Solution Proposal and the terms of this SAAS Subscription Agreement or the Terms of Purchase and Use, then the terms of the Solution Proposal shall control. Each Solution Proposal, as supplemented by the terms of this SAAS Subscription Agreement and the Terms of Purchase and Use, constitutes an entire and separate agreement between the parties regarding the Products and SAAS Services covered by that Solution Proposal, and supersedes any other prior oral or written understandings and agreements of the parties regarding the Products and SAAS Services covered by that Solution Proposal. Any provisions contained in Customer’s own purchase order forms, such as preprinted terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of this Subscription Agreement, including the applicable Solution Proposal.

THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL NOT BE BINDING UNTIL FULLY EXECUTED BY AN AUTHORIZED SIGNATORY FOR BOTH CUSTOMER AND SERVICE PROVIDER (OR ITS APPLICABLE AFFILIATE).

DynamicPoint TBD
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Signature

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Print Name and Title

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Print Name and Title
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Date

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Description of SAAS Services

 

  1. HOSTING AND MANAGEMENT SERVICES – The SAAS Services include the following managed services:
  • Hosting and Server administration of the DynamicPoint Azure Based Service.
  • Installation and configuration of the DynamicPoint Service tenant and license administration
  • Periodic software upgrades
  1. AUTHORIZED USER, TRANSACTION or SITE LICENSE  – The Authorized License for the number of Authorized Users, TRANSACTIONS, or SITES set forth in the Solution Proposal includes on-going hosting enabling access to the Microsoft Office 365 SharePoint Add In.
  2. INSTALLATION/ACTIVATION SERVICES – Customer may elect to receive any of the following Installation Services from Service provider as indicated in the Solution Proposal:
  • Office 365 or SharePoint on premise Setup and Configuration
  • Product customizations to the Add In
  • Analysis, Design and Implementation Services
  1. APPLICATION IMPLEMENTATION AND BUSINESS PROCESS TRAINING – If these Services are purchased as outlined in the Solution Proposal, Customer shall receive the number of remote Implementation hours and Business Process Training set forth in the Solution Proposal Fees and Services table.
  2. SUPPORT SERVICES – Support Services include unlimited remote service and support during normal business hours. Support inquires will be submitted through the DynamicPoint support email inbox at support@dynamicpoint.com. Service Provider will use commercially reasonable efforts to keep the SAAS System available on a 24 hour a day, 7 day a week basis, subject to occasional scheduled downtime (during non-working hours, for short periods of time, typically on weekends and after hours and communicated in advance) for maintenance purposes, unforeseen maintenance and systems outages, or routine testing of the Services. Service Provider will provide software assurance coverage for the products and/or customizations stated in writing in the Solution Proposal.
  3. SOFTWARE ASSURANCE / MAINTENANCE – DynamicPoint will provide software assurance/maintenance to its customers for licensed software that is identified in the Solution Proposal. Our provision of software assurance/maintenance is subject to the following limitations:
    • We will provide software assurance coverage for the products and/or customizations stated in writing in the SOW. 
    • Software assurance will include access to updated product releases required for updates to SharePoint and Office 365, hotfixes and defect debugging support and resolution for licensed products. 
    • Coverage under software assurance is provided only if the customer is current on the annual costs of the software assurance plan, which is assessed at 20% of total software list price.
    • If Microsoft releases a new version of the base program upon which our software is built, we will provide you with updates of our software to be compatible with the new release, if necessary. If Microsoft is to change the support of the fundamental framework by which our applications are architected we will provide you a compatible product, if available, developed on the new platform at no additional software licensing costs.  Additional services charges will be applicable if data migration and implementation services are required.