Act! Hosted Program Terms and Conditions
This purchase agreement, the Act! End User License Agreement, and the attached Service Level Agreement (collectively, Agreement) govern your participation in the Keystroke Act! Hosted program.
- 1.1. The Agreement shall be effective as of the date you complete and submit the online purchase document (Effective Date).
- 1.2. The initial term shall be for twelve (12) months, unless otherwise agreed to by You and Keystroke (the "Subscription Term").
- 1.3. Upon expiration of the Subscription Term or any Renewal Term, unless You notify Keystroke in writing not less than thirty (30) days prior to the expiration of the Subscription Term or Renewal Term of your intention to either cancel the Keystroke Act! Hosted service (the Service) or to enter into a new agreement for the Service, this Agreement shall thereafter automatically continue for another term at the then current subscription rate, unless other price terms are agreed to by Keystroke (such renewal term is referred to herein as a "Renewal Term").
2. Addition/Cancellation of Seats
- 2.1. You may not cancel or subtract seats during the term. If you would like to reduce your seat count, you can do so by providing Keystroke with at least 30 days written notice prior to the beginning of a subsequent Renewal Term.
- 2.2. You may add ACT license seats during the Subscription Term or any Renewal Term. Keystroke will provide additional ACT licensing based on the then current pricing for the total user count, including the new seats. Pricing for original seats will not change. Any Business Care licensing, which must match current subscription, will be prorated the pricing to the end date for your current Business Care subscription term.
3. Payment and Early Termination
- 3.1. The Service includes a Subscription Fee for the Subscription Term (Subscription Fee) in the amount set forth in the purchase document. You hereby agree to pay to Keystroke the Subscription Fee and any other applicable fees as set forth in the purchase document or as otherwise agreed between You and Keystroke. You must keep all information in your billing account accurate and current, including your billing address and any expiration date for your payment method. You will pay to Keystroke all Subscription Fees in advance of Services being received. You guarantee to pay all Fees as required herein, plus any applicable late fees or penalties, in the event that any check or electronic charge, debit or transfer is not honored by Your bank or financial institution for any reason. You are obligated to pay all Fees irrespective of whether You received an invoice. Unless otherwise indicated, all Fees are due in the currency specified in the online registration process.
- 3.2. If the required Subscription Fee payment for any given Subscription Term is more than 30 days overdue, Keystroke will notify you that your access to the Service will be immediately suspended. If you still have not paid the Subscription Fee 60 days after the due date, your account will be terminated. After termination, Keystroke will store your data for thirty days and will return to you upon request.
- 3.3. If (a) You terminate this Agreement for any reason (other than breach by Keystroke) prior to expiration of the Subscription Term or any Renewal Term, or (b) Keystroke terminates this Agreement prior to expiration of the Subscription Term or any Renewal Term because of your breach of this Agreement, the unused pre-paid portion of your subscription will not be refunded.
4. Third Party Providers
- If you obtain anything from a third party (including third party offered services) through the Service, you understand that your relationship with respect to those services is with the third party directly and not with Keystroke. In the event you assert a claim that relates to or implicates your relationship with a third party, you shall only assert such claim against the third party, and you will not assert any such claim against Keystroke, even if Keystroke assisted in billing for the third party offering. You are solely responsible for your dealings with any third party. You represent and warrant that you will comply with all applicable laws and regulations (including privacy laws and regulations that relate to your collection of information from third parties).
5. Service Levels .
Keystroke agrees to provide Service Levels as set forth in the attached Service Level Agreement.
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Keystroke Act! Hosted Program Service Level Agreement
This Service Level Agreement (this "SLA") supplements the Terms and Conditions in the Purchase Order, and together such documents form a binding agreement (the "Agreement") between Keystroke and customer.
Upon receipt of a valid and complete order, customer will receive notification and instructions of service
access the following business day. In the case of unusual circumstances preventing this service level,
Swiftpage will inform the customer at time of order if possible.
The Keystroke Act! Hosted System is designed to be available 24x7x365 with the only exception
being planned maintenance outages which are scheduled to have a minimal amount of impact to
the customer base.
Uptime and Maintenance
1. Service Availability - Non-Scheduled Downtime
Keystroke will use commercially reasonable efforts to make the Service available with an uptime of
at least 99%. If Keystroke fails to meet this service level, the customer will be eligible for a credit
against the customer's Annual Renewal Subscription Fee in the amount set forth in the table below. The
customer may claim this credit in writing or by email within seven (7) days after the end of the
Month during which the service level failure occurs. The customer's right to claim a credit expires at
the end of the seven day period.
Monthly Uptime Credit:
98.0% - 99.4% = 10%
96.0% - 98% = 20%
93% - 96% = 25%
This Service Level commitment does not apply to periods of Scheduled Maintenance, addressed below.
2. Force Majeure
Keystroke shall not be responsible for any failure to perform due to an act of God (such as earthquakes, fires, riots), actions or inactions of a regulatory authority, or actions of others such as strikes, lockouts, or other industrial disturbances, not within the control or arising from the fault of the party claiming Force Majeure.
3. Service Availability . Scheduled Maintenance
Scheduled Maintenance will not exceed a maximum of 12 hours at any one time and notifications will be
provided according to the schedule below.
4. Maintenance Notifications to Customer
- Scheduled maintenance: 2 days in advance.
- Emergency scheduled maintenance (bug fixes, etc.) requiring more than 5 minutes of downtime: 12 hours in advance
- Emergency scheduled maintenance (bug fixes, etc.) requiring less than 5 minutes of downtime: none
- Periodic impromptu maintenance (e.g. rebooting a server to improve performance) is an exception from notification if the downtime is less than 5 minutes and the frequency is less than once on any given day.
5. Notification of Disruption:
In the event of unanticipated downtime, Keystroke will promptly notify customer of the length
of the downtime and the cause.
Support Hours and Holidays
1. Business Hours: 9:00am - 8:00pm Eastern Time, Monday to Friday
2. Holidays (Support not available on these days)
- New Years Eve (31st of December)
- New Years Day (1st of January)
- Memorial Day & Victoria Day
- Canadian and American Independence Day (1st and 4th of July)
- Labor Day
- Canadian and American Thanksgiving
- Christmas Eve (24th of December)
- Christmas Day (25th of December)