Terms of Service
This agreement (“Agreement“) is entered into, to be effective as of (”date of you subscription”), between Pegas Technology Solutions, LLC ("Service Provider"), with its principal place of business located at 18 Common St, Suite 201, Waterville, Maine, 04901, (“Customer”). You the (“Customer”) agree that by use of the services on behalf of your company or organization, you agree that you represent and have the authority to authority to accept this agreement on behalf of your company or organization.
By accessing or using any part of our services, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access or use any of our services. If these terms and conditions are considered an offer by Pegas Technology Solutions, LLC, acceptance is expressly limited to these terms.
WHEREAS, Customer requires third-party hosted (“software as a service”) (the “Services,” as further described herein) with respect to certain of its information technology needs;
WHEREAS, Customer requested from Service Provider for such Services;
WHEREAS, Service Provider has experience and expertise in the business of providing the Services;
WHEREAS, based on Service Provider’s superior knowledge and experience relating to such Services, Customer has selected Service Provider to provide and manage the Services;
WHEREAS, Service Provider wishes to perform the Services and acknowledges that the successful performance of the Services and the security and availability of Customer’s data (“Customer Data,” as further described herein) are critical to the operation of Customer’s business; and,
WHEREAS, Service Provider has agreed to provide the Services to Customer, all on the terms and conditions set forth herein.
NOW, THEREFORE, Service Provider and Customer agree as follows:
The following definitions shall apply to the interpretation of this agreement:
“Customer” shall mean the person, firm or company who purchases Services from the Service Provider;
“Services” shall mean the services provided by the Service Provider of this Agreement and as agreed by the subscription of services
“Service Provider” shall mean Pegas Technology Solutions, LLC;
“Monitoring” shall mean the monitoring of Service Providers infrastructure.
“Customer On-boarding” shall mean the data import of customer’s information.
“Customer Off-boarding” shall mean the data export if customer information.
“User identification and password change management” shall mean the service provider will assist with identifying and updating user’s passwords. This service is only provided on an as-needed basis and does not cover Customer Onboarding
“Technical support” shall mean the support provided to the customer only through the Service Providers helpdesk system.
“Maintenance” shall mean the updating of the hosted software and can be carried out by Service Provider at any time.
“Subscription Plan” shall mean the resources the Service provider, provides to the Customer like Data Storage Capacity, Number Authorized Users, and Technical Support.
Service Provider agrees to the Customer certain hosted software and provide all other services necessary for productive use of the software including user identification and password change management, monitoring, technical support, maintenance, and backup and recovery and change management of the (“services”) as are set forth in the Agreement and all associated attached hereto and incorporated herein by reference.
This Agreement shall prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
2. Service Levels
Service Provider shall provide the Technical Support described in SLA agreement. The Services Fees shall be inclusive of the fees for the Technical Support.
Service Provider hosts Customer data at data centers and the service levels offered by them will be applicable to you. We will reasonably put all effort to ensure that the servers managed by the Service Provider are up and running 24x7.
If the Customer wishes to host the application servers managed by Customer, then Customers are free to do it.
Service Provider shall provide maintenance like bug fixes, corrections, modifications, enhancements, and upgrades, to the Services.
- Customer’s data (“Customer Data,” which shall also be known and treated by Service Provider as Confidential Information) shall include: (a) Customer’s data collected, used, processed, stored, or generated as the result of the use of the Services; and, (b) personally identifiable information(“PII“) collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Customer Data is and shall remain the sole and exclusive property of Customer and all right, title, and interest in the same is reserved by Customer. This Section shall survive the termination of this Agreement.
- Service Provider is provided a limited license to Customer Datafor the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display Customer Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain Customer Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Customer Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; and, (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Customer Data for Service Provider’s own purposes or for the benefit of anyone other than Customer without Customer’s prior written consent. This Section shall survive the termination of this Agreement.
- Customer can ask for a database bump for a period of 30 days after the termination. Customer must raise a support tech and will get the database dump within two days.
4. Payment and Renewal Structure
You agree to pay Pegas Technology Solutions for Products and Services without deduction, or delay for any reason. At any time, Pegas Technology Solutions may require you to pay a deposit or increase an existing deposit as a condition of providing Services.
You authorize Pegas Technology Solutions to investigate your credit history at any time and to share credit information about you with credit reporting agencies. Payment of all charges is due within three (3) days after the date of invoice, in U.S. currency. When you enroll in automatic payment in our billing system, the system attempts to capture a payment up to 3 day before the due date of the invoice. If the payment is successful, this is considered as the end of the billing period. Invoices are issued seven (7/14) days prior to subscription renewal dates (for example if you bill on the 15th of the month, an invoice is generated on the 8th of the month and must be paid in full by the 15th of the month).
Past due accounts that receive payments will have those payments applied to the oldest past due to invoices first. Failure to pay any invoice may place the account into default, and could lead to suspension of all services until the account is paid and current. You will be responsible for reimbursing Pegas Technology Solutions for all costs (including reasonable attorney fees) associated with collecting delinquent or dishonored payments.
Accounts not paid in full within three (3) days of the invoice due date may be suspended or terminated and a reconnection late fee of THIRTY-FIVE DOLLARS ($35) may be applied for each service in the overdue invoice.
Accounts not paid in full within fourteen (14) days of the invoice due date may be terminated and any past due invoices turned over to our collections service with an additional collections fee of SEVENTY-NINE DOLLARS ($79) will be applied in addition to any past due balance and/or late fees. A late fee of 1.5% will be applied monthly for services over 30 days past due.
If you dispute charges on your bill, you must notify Pegas Technology Solutions in writing of the dispute within sixty days of the date on the affected bill, or else you waive the dispute.
You hereby agree to be billed for your service(s) on an automatic renewal basis and your service(s) will continue to be billed until canceled by you pursuant to the terms of these Terms of Service.
All payment periods are for the full period. Example: If you pay for a service on a monthly, quarterly, biannually, annually, biennially, or triennially basis, the service shall remain active (barring it being suspended or terminated pursuant to other terms within these Terms of Service) for the full billing period and no prorated amount shall be refunded should you decide to cancel the service prior to the end of the billing period. In cases where Pegas Technology Solutions provides or offers a refund or service credit due to termination of your services prior to the end of a QUARTERLY, SEMI-ANNUAL, ANNUAL, BIENNIAL, AND TRIENNIAL BILLING PERIOD, such refund or service credit shall be calculated based upon converting the service back to the list price (non-discounted) normal monthly rate and applying a $175.00 (one hundred seventy five dollar) early termination fee. If the termination fee exceeds the amount of the prorated refund or service credit, no refund shall be issued.
5. Refund, Cancelation or Non-renewal
Service Provider may terminate Customer access to all or any part of the Service at any time, at Service Providers sole discretion, if Service Provider believes that the Customer have violated this Agreement. The Customer agrees that any termination of your access to the service may result in loss of customer data. At the Service Providers sole discretion, Service Provider may discontinue providing services at any time, with or without notice.
Hosting Services Cancelation or Non-renewal
If the Customer wishes to terminate, cancel or elect not to renew any Hosting product or service, the customer must submit a cancellation request via the Pegas Technology Solutions Client Area. Cancellation requests must be submitted at least seven (7) calendar days prior to the expiration of the current renewal term. Service Provider recommends that Customer ask for dump of Customers data by raising a support ticket.
Marketing Services Cancelation or Non-renewal
If the Customer wishes to terminate, cancel or elect not to renew any marketing product or service; Local Growth Marketing, Growth Content Marketing, Inbound Marketing, Local SEO, Organic SEO, Link Building, Pay Per Click Advertising, Website Development, Social Media Marketing, Content Marketing, Managed Websites, Managed WordPress Services, the customer must submit a cancellation request via the Pegas Technology Solutions Client Area. Cancellation requests must be submitted at least Thirty (30) calendar days prior to the expiration of the current renewal term. Service Provider recommends that Customer ask for dump of Customers data by raising a support ticket.
Paid accounts that are terminated for violations of this Agreement will only be refunded at Service Provider's discretion, and only if such termination should come under Service Provider's established criteria for issuing refunds.
To ensure the privacy and security of both the customer and Pegas Technology Solutions, cancellation must be completed via the Pegas Technology Solutions Support Center only.
No refunds, partial or otherwise, will be issued (excluding our 30-day money-back guarantee, if applicable) for any unused portion of any billing cycle or late cancellations.
No refunds, partial or otherwise, will be issued for any Local Growth Marketing, Growth Content Marketing, Inbound Marketing, Local SEO, Organic SEO, Link Building, Pay Per Click Advertising, Website Development, Social Media Marketing, Content Marketing, Managed Websites, Managed WordPress Services, any paid ad spend on platforms like but not limited to Facebook Ads, Google Adwords, Linkedin Ads, Instagram, Twitter Ads, Or any other services that fall into marketing or web development.
For special promotions, a 50% off promotion, for example, Pegas Technology Solutions applies those funds at the full value rate to whichever period the funds are covering at the service's normal rate, and the remaining time is provided at no charge. More specifically - if you purchase a service with a semi-annual billing period at 50% off, Pegas Technology Solutions applies the full rate to the first three months of service, and the ensuing 3 months of the 6-month term are provided at no charge. As such, any cancellations placed during the time frame in which service is being provided at no charge shall be ineligible for a refund. Furthermore, requests for refunds will only be considered if the cancellation request is for immediate cancellation. Also, understand that you must have all your data backed-up and off the Pegas Technology Solutions Network, because immediate cancellations may lead to the immediate and irrecoverable loss of any and all data associated with your service. The 30-day money-back guarantee may only be taken advantage of once by any one customer. Additionally, if you order 3 non-identical services on the same day and cancel all 3 within the 30-day money-back guarantee period, only one of the services will be refunded. Cancellations requests MUST be made seven (7) or more days prior to expiration of the current billing cycle. Cancellations made within the last seven (7) days of the current billing cycle and marked "Cancel at end of billing period" will not be terminated until the end of following billing cycle and the invoice will be due and processed. Cancellations made within the last seven (7) days of the billing cycle and marked "Immediate cancel" will be terminated by midnight of the day of the cancellation request, and the current invoice will still be due and processed per our Terms of Service.
No refunds will be given on customized services/orders, associated setup fees and/or services/orders with explicitly requested and provided IP diversity, unless specified at the time of purchase.
Any orders that have utilized a license for which Pegas Technology Solutions has paid fees to a third party - such as (but not limited to) Microsoft Licenses, WHMCS Licenses, Cpanel, Plesk, WordPress Plugin, and Direct Admin Licenses - are non-refundable. Payments for domain names, for which Pegas Technology Solutions pays to a registrar, are also non-refundable.
All provisions of this Agreement which by agreement's nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Customer will indemnify and hold harmless Pegas Technology Solutions, LLCs, its contractors, its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of Customers use of the Services, including but not limited to Customers violation of this Agreement.
8. Changes to Agreement
Service Prover reserve the right, at sole discretion of the Service Provider, to modify or replace any part of this Agreement at any time. Service Provider will take reasonable steps to notify Customer of any substantial changes to this Agreement; however, it is Customers responsibility to check this Agreement periodically for changes. Customers continued use of or access to the service following the posting of any changes to this Agreement constitutes acceptance of those changes.
Service may also, in the future, offer new services and/or features through the service (including the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
9. Warranty and Disclaimers
Mutual. Each of Customer and Service Provider represents and warrant that:
- it is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation;
- it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement;
- the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles;
- it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and,
- There is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.
Service Provider. Service Provider represents and warrants that:
- it is in the business of providing the Services;
- the Services are fit for the ordinary purposes for which they will be used;
- it is possessed of superior knowledge with respect to the Services;
- it acknowledges that Customer is relying on its representation of its experience and expert knowledge and that any substantial misrepresentation may result in damage to Customer;
- it knows the particular purpose for which the Services are required by Customer;
With the sole exception of the preceding undertakings, SERVICE PROVIDER DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO: (a) THE SERVICES OR MATERIALS OR SOFTWARE, IF ANY, TO BE PROVIDED, AND (b) THE CONDITION OF ANY MATERIALS OR EQUIPMENT (IF ANY), THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OF ANY SERVICE, MATERIALS, EQUIPMENT OR SOFTWARE TO BE PROVIDED HEREUNDER. SERVICE PROVIDER FURTHER DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NATURE AND QUALITY OF ANY OTHER PERFORMANCE BY SERVICE PROVIDER HEREUNDER.
Service Provider shall not be responsible for, and shall have no liability whatsoever for:
- Conditions beyond Service Provider’s reasonable control, including without limitation, those resulting directly or indirectly from acts of any governmental body, war, terrorism, sabotage, insurrection, embargo, strike or other labor disturbance, interruption or delay in telecommunication or third party services, natural disaster or catastrophes, fire, flood, facility power shortages, inability to obtain third party software or hardware;
- Any failure of Internet or telecommunication networks caused by faulty network equipment or misconfiguration;
- Any scheduled and/or emergency maintenance by the network or server Service Provider(s);
- Any network or Internet security breaches, including without limitation, virus/worm attacks, denial of service and/or misuse of service by authorized or unauthorized users, including without limitation, any security breaches resulting from Customer’s failure or neglect to timely respond to Service Provider’s requests, recommendations, or suggestions regarding maintenance, improvement, or upgrading of any security systems;
10. Limitation of Liability
The liability of Service Provider to Customer for any claim whatsoever related to this Agreement including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount of all payments made hereunder by Customer to Service Provider during the 3 month period preceding the date the claim arises. In no event shall Service Provider be liable to Customer for any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against Customer by any other party, even if Service Provider has been advised of the possibility of such claims or demands.
- The following provisions set out the entire financial liability of the Service Provider (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
- any breach of the Agreement;
- any use made by the Customer of the Services, or any part of them; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
Nothing in these conditions excludes the liability of the Service Provider:
- for death or personal injury caused by the Service Provider's negligence; or
- for fraud or fraudulent misrepresentation.
Subject to the above the Service Provider shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
- loss of profits; or
- loss of business; or
- depletion of goodwill or similar losses; or
- loss of anticipated savings; or
- loss of goods; or
- loss of contract; or
- loss of use; or
- any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
In no event will Service Provider be liable for any loss of data that may occur, regardless of the cause of such loss of data.
The Service Provider shall not be responsible for any loss, destruction or alteration of Customer data, or any unauthorized disclosure of Customer data caused by:
- the Customer, its employees or officers;
- the Customer’s or its employees’ or officers’ negligence or default;
- any third party (except those third parties subcontracted by the Service Provider to perform services related to Customer data maintenance and back-up)
- errors or omissions in any information, instructions, data or scripts provided to the Service Provider by the Customer in connection with the Services;
- any acts or omissions by the Customer in breach of the Terms of Service; or
- any actions taken by the Service Provider at the Customer's direction.
Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Maine. The arbitration will be held in Waterville, Maine. The Arbitrator will have the authority to grant injunctive relief and speciﬁc performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction
12. Attorneys' Fees
If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover reasonable attorneys' fees and costs from the other party
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modiﬁed to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.