These Terms of Service define the Plaza Dynamics Cloud Services (Services) provided by Plaza Dynamics to Client. These Terms of Service shall supplement the terms and conditions for Services ("T&Cs") applicable to the Client's Schedule of Services. In the event of a conflict between these Terms of Service and the T&Cs, these Terms of Service shall control.
- Services Definition. Plaza Dynamics and its affiliates (“Plaza Dynamics”) provide a variety of services as defined by the Schedule of Services
entered into by Plaza Dynamics and the Client.
- Resale. Client may not resell Services provided under contract by Plaza Dynamics.
- Servers, Storage and Network Infrastructure. Client is allocated a specific amount of server, storage and network resources in accordance with the Schedule of Services. Up to the maximum allowed for each plan, Client can increase allocation of Services by contacting Plaza Dynamics sales. Performance of server, storage and network may be impacted if purchased resources reach the maximum limits. Plaza Dynamics shall not be responsible for unavailability or data loss related to resource unavailability. Shared infrastructure is used across multiple Clients. Plaza Dynamics takes measures to logically separate Clients. However, performance of shared infrastructure cannot be guaranteed. Client may not use any shared system in a way that unnecessarily interferes with the normal operation of the shared system, or that consumes a disproportionate share of the resources of the system.
- Software and Applications.
- License. All software licensing is subject to terms and conditions set forth by the vendor. Use of software keys or licensing which is inconsistent with acceptable use in a hosted environment is prohibited. This includes but is not limited to all software licensed by Plaza Dynamics on Client’s behalf under partner programs. Any fees or penalties for misuse by Client of software licenses are solely the Client’s responsibility.
- Currency. Client will maintain current versions of applications running on Plaza Dynamics shared infrastructure. Plaza Dynamics may require Client to upgrade versions of software or applications to current versions to ensure supportability or compatibility. Plaza Dynamics may be required by its third-party software licensors to upgrade to the latest version of software.
- Configuration. Plaza Dynamics will leverage industry standard practices to ensure that software applications are installed properly. If multiple options exist to install the software, Plaza Dynamics, in its sole discretion, will choose the method that is most appropriate.
- Incompatibilities. Plaza Dynamics is not responsible for incompatibilities arising from new versions of software, client content, or shared applications. Plaza Dynamics is not responsible for incompatibilities or performance related to applications not designed to function in a shared infrastructure. Plaza Dynamics will use commercially reasonable methods to assist Client in finding a solution.
- Updates and Patches. Plaza Dynamics will use commercially reasonable methods to promptly install security patches and software updates. Updates may change the behavior of systems and applications and as such may negatively impact the performance of services contracted by Client. Plaza Dynamics cannot predict nor can it be responsible for negative service impacts due to updates and patches. If a disruption does occur, Plaza Dynamics will use commercially reasonable methods to remedy the issue as soon as possible after Client notifies Plaza Dynamics of the problem.
- Scheduled Maintenance. Plaza Dynamics performs regular maintenance on the server, storage and network infrastructure to ensure optimal performance. Scheduled maintenance is performed during Plaza Dynamics’s regularly scheduled maintenance windows. During scheduled maintenance, Services may be impacted or suspended. Plaza Dynamics will use commercially reasonable efforts to minimize impact to Client’s contracted Services. Client will be notified of scheduled maintenance via email to the Client authorized contact. Services impacted by scheduled maintenance are not included in any service availability calculations.
- Unplanned Maintenance. At times, it may be necessary for Plaza Dynamics to perform emergency maintenance on server, storage or network infrastructure. Examples may include security events or hardware replacement. Plaza Dynamics may not provide Client with advanced notice in case emergency maintenance is required. Services impacted by unplanned maintenance are not included in any service availability calculations.
- Integrity and Backups.
- Core Systems. Plaza Dynamics will use various methods and applications to backup servers, storage and network configurations to protect against data loss in the event of a server or disk failure. Core system backup does not include backup of Client applications and content or data. Plaza Dynamics’s core system backups are intended for disaster recovery purposes only. Core system backup scope and scheduling is at Plaza Dynamics’s sole discretion.
- Client Applications and Data. Client may contract with Plaza Dynamics to provide backup of Client applications and data. Additional fees may apply and will vary according to method, application and retention period required.
- Security Threats. Client agrees that Plaza Dynamics may quarantine or delete any data stored on a shared system that is infected with a virus or otherwise corrupted and has the potential to infect or corrupt the system or other customer’s data that is stored on the same system.
- Data Retention. Plaza Dynamics shall not be responsible for Client data after a Client’s account is terminated. All Client data is deleted from servers and storage after Client account is terminated. All Client data is deleted from backups during regular scheduled backup rotation. Plaza Dynamics is not responsible for restoring, providing Client data on storage media or sending Client data pertaining to terminated accounts unless specifically noted in a customized service agreement.
- Privacy. Plaza Dynamics is committed to protecting Client privacy and the confidentiality of Client data to the maximum extent permitted by law and/or
accepted by industry standards. Plaza Dynamics will not access, view or review any Client data except as follows:
- Government or Law Enforcement. Client, government or law enforcement agency specifically requests Plaza Dynamics to provide data.
- Operational. During performance of backup/ restore operations and during security events such as virus scanning, removal, spam or content filtering.
- Safety. If access is urgent and required to protect personal safety, perform troubleshooting, restore systems operation in the event of server or disk failure, remove material in violation of Acceptable Use Policy (AUP) or to prevent service failure.
- Integrity and Backups.
- Monitoring. Plaza Dynamics will provide fundamental monitoring of core Services related to servers, storage and network to ensure that systems are operational.
- Technical Support. Plaza Dynamics will provide technical support through Client’s authorized account contacts. Support includes setup and configuration of Client’s account and access to the Services. Fees may apply. Only Client’s authorized account contacts may request information, changes and support related to these Terms of Service and the applicable Service Agreement.
- Service Level Agreement (SLA).
- Included Servers. Plaza Dynamics Cloud Servers are virtualized services running a variety of operating systems. This includes the Network connectivity, Server and Storage services required to support the Plaza Dynamics Cloud Servers contained within the Plaza Dynamics data center. Applications above the operating system level are not included in calculating SLA performance. The Plaza Dynamics Cloud Servers service is architected for 99.995% uptime.
- Service Availability Monitoring. Plaza Dynamics monitors the infrastructure and applications supporting Plaza Dynamics Cloud Services in whole. Plaza Dynamics uses a combination of methods to monitor and measure service performance. Monitoring is performed in pre-determined intervals for the purposes of monitoring and measurement calculations.
- Credits. If Service Availability falls below the 99.995% threshold, Client will be eligible for credit. Credits are calculated as a percentage of the fees for the Plaza
Dynamics Cloud Servers service.
- Calculations. Credits of 5% of the Plaza Dynamics Cloud Servers fees are issued for each hour or partial hour of downtime in excess of the 99.995% threshold.
- Requesting Credit. Client must request credit within 30 days following the end of the downtime. Client must demonstrate that use of Plaza Dynamics Cloud Servers was adversely affected as a result of the downtime to be eligible for credit.
- Maximum Credit. The total credit to Client may not exceed 50% of the monthly fees charged to that Client for Plaza Dynamics Cloud Servers in the month for which the credit is to be issued.
- Limitations. Client accounts must be in good standing and not in breach of the Terms of Service. The total liability of Plaza Dynamics for any damages to Client arising out of the Cloud Services is limited to a maximum of 50% of the monthly fees charged to Client for Plaza Dynamics Cloud Servers in the month that the downtime occurred.
- Acceptable Use Policy (AUP). Client agrees to abide by Plaza Dynamics’s AUP. Violations to Plaza Dynamics’s AUP may result in termination of Services for failure to comply
with any of the following:
- Copyrighted Material. Client may not use Plaza Dynamics’s servers, storage or network infrastructure to download, distribute, publish or otherwise copy any work protected by copyright law unless Client has been authorized by the owner of the copyright to use the work in that manner;
- Service Availability. Plaza Dynamics’s service availability calculations do not apply to service interruptions resulting from AUP violations.
- Abuse. Client may not use Plaza Dynamics’s servers, storage or network infrastructure to engage in, support, or promote illegal, abusive or irresponsible behavior.
- Bulk Email. Client may not use Plaza Dynamics’s servers, storage or network infrastructure to send bulk, unsolicited email without express consent by Plaza Dynamics.
- Prohibited and High Risk Uses. Client shall not use or access the Services in a manner that materially interferes with or harms the Plaza Dynamics infrastructure or any third parties or is tortious or violates any third party rights. High risk use of the Services is strictly prohibited. Example of high-risk use is any use where a failure of or defect in the Services could result in death or bodily injury to a person or damage to property.
- Warranty. Plaza Dynamics will promptly use commercially reasonable methods to return Services to a working state.
- Disclaimer. No representation, express or implied, is made that Services will be uninterrupted, error-free, and completely secure. Client acknowledges that there are risks inherent in Internet connectivity that may result in the loss of privacy, Confidential Information, and the loss or damage to property. Plaza Dynamics shall have no obligation to provide security other than as stated in these Terms of Service. Plaza Dynamics disclaims any and all warranties not expressly stated herein, including the implied warranties of merchantability and fitness for a particular purpose.
- Suspension of Services. Plaza Dynamics shall provide reasonable advance written notice of a suspension and an opportunity to cure the grounds on which the suspension are based,
unless Plaza Dynamics determines, in its reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect Plaza Dynamics or its other Clients from
imminent and significant operational or security risks. Plaza Dynamics may suspend Services without liability if:
- Plaza Dynamics reasonably believes that the Services are being used (or have been or will be used) in violation of the Terms and Conditions.
- Client refuses to cooperate with Plaza Dynamics’s reasonable investigation of any suspected violation of the Terms and Conditions.
- Suspension of Services is necessary to protect Plaza Dynamics’s network or other Clients
- Payment for the Services is overdue.
- Suspension is required by law.
- Indemnification. Client agrees to defend, indemnify and hold Plaza Dynamics harmless from all third party claims, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees, arising from Client’s use of the Services. Plaza Dynamics agrees to defend, indemnify and hold Client harmless from all third party claims that Client's use of the Services infringes the intellectual property rights of a third party.