InfiPlex Terms of Use

Introduction:
This document outlines the Terms of Service for using the InfiPlex™ Order Management System (OMS) & Business Systems Platform (BSP) hosting services. The agreement is between the organization that signs up to use the OMS or BSP for their website (the 'Subscriber') and InfiPlex (the 'Provider'). The goal of this document is to outline the expectations and acceptable use of the InfiPlex™ OMS & BSP.

Last Updated: August 20, 2022

1. Purpose of Agreement:
Subscriber desires to utilize Provider's Inventory & Order Management System or website services as outlined on their website. Provider is ready, willing and able to provide services and agrees to do so under the terms and conditions set forth in this Agreement.

2. Services to be Provided:
Provider agrees to provide Subscriber with access to the OMS or BSP for the purpose of maintaining the Subscriber's eCommerce orders or website. Provider will provide all the necessary system requirements to run the OMS or BSP on the World Wide Web. Exact services required, including disk space and bandwidth requirements, are defined by the hosting package chosen by the Subscriber.

Provider agrees that it will comply with all information and data privacy laws to protect the Subscribers content, and will not use or disclose it to any third party. See section 6 for further information. Provider may also access Subscribers service in order to provide ongoing support for the Subscribers purchased service.

Provider uses Amazon Web Services (AWS) to provide all hosting services. The InfiPlex platform is PCI compliant, meaning that it does not store credit card numbers or security codes. The InfiPlex platform also uses account passwords that are salted and encrypted for security purposes. This means that user passwords cannot be viewed or retrieved in any way. The only thing an administrator can do is update a password using the administrative tools or the password reset function that is available on the login page.

Provider services are also compliant with Amazon's Personally Identifiable Information (PII) requirements. PII information saved through any of the Provider's applications will only be available for a maximum of 365 days.

Provider has Disaster Recovery plans in place in case there is a disruption of service related to server or instance problems in AWS. The Provider's Recovery Time Objective (RTO) is a maximum of 12 hours. Actual recovery time in many cases is minutes when there are issues with a particular instance that is running Provider's services. As part of the Provider's Recovery Point Objective (RPO), the Provider maintains data back-ups going back a minimum of 4 days.

Servers are set-up using the most current OS release from Amazon AWS and all necessary server security settings are established to maintain security. The Provider is not responsible for external hacks. The Provider maintains all necessary OS updates as security threats are known and patches released by Amazon for the OS. Please see section 7 of this document - Limited Warranty and Liability.

3. Payment:
Subscriber agrees to pay for System Use on a monthly basis or as their Hosting Package specifies. Payment must be made via credit card, online check, or via check if special arrangement is made with Provider. Other terms may be available upon request. The Subscriber's monthly fee is determined by the exact services required, as mentioned in Section 2 above. Provider reserves the right to suspend or discontinue service for any Subscriber who is more than 14 days past due for services rendered. Monthly hosting for services provided is non-refundable.

Provider reserves the right to assess a late fee on the total of all late payments for monthly fees, programming fees, or any other fee invoiced by the Provider. The monthly late fee will be assessed based on the total amount outstanding that is over 30 days past due and will be 2% of that total with the minimum late fee being $25.00.

Growth Packages & Enterprise Packages 1-year agreement:
See section 10 for details on the Growth Packages & Enterprise Packages agreement term and payments.

4. Termination:
Provider retains the right to terminate the service of any client who infringes or violates any terms of service as listed here.

5. Subscriber Obligations:
The Subscriber agrees to use the system as defined by this agreement. The Subscriber recognizes Provider's need to uphold the law and website standards set forth in this agreement. The Subscriber therefore agrees to the following:

• All content uploaded to the Subscriber's website is the property of the Subscriber's organization, or the Subscriber has obtained official permission from the content's rightful owner to display the content. This 'content' includes, but is not limited to: copyrights, trademarks, patents, graphics, photos, logos, intellectual property, written articles, or text of any kind that was taken from a third party source.
• Subscribers that use transaction based systems will protect credit card data per the Payment Card Industry (PCI) Data Security Standard required by the credit card processors. The Subscriber is also responsible to manage system passwords and access to client information through their online portals.
• The Subscriber will adhere to all Federal, State, and Local laws concerning the collection and dissemination of personal information taken from users through Subscriber's site.
• The Subscriber is responsible for content back-up and security. The Subscriber will be solely responsible for undertaking measures to:
  • (1) Prevent any loss or damage to your website or server content
    • Manage administrative access to the website or server
    • Protect your passwords and access to all administrative capabilities
  • (2) Maintain independent archival and back-up copies of your website content
    • keep source files for all content you add to the site as a back-up to your data.
    • some systems include the ability to back-up/archive content, but this is not a replacement for your own local copies of this content like graphics and HTML page content.
    • Database backups are made nightly by the Provider, but will incur hourly charges to retrieve lost data.
    • The Provider makes no guarantee on how far back in time a back-up may be available.
  • (3) Ensure the security, confidentiality and integrity of all the website or server content.
    • Maintain security on all administrative passwords for the site and individuals who have access to the administrative area.
    • Maintain a legal privacy policy for all of your site users
    • Maintain any necessary security standards for your industry or services, including, but not limited to PCI (Payment Card Industry) standards or HIPPA (Health Insurance Portability and Accountability Act) compliance. Existing InfiPlex systems are PCI compliant, meaning that we do not store credit card numbers or security codes. The Subscriber is responsible to make known any other security requirements for any particular industry to the Provider. The Provider can assist the Subscriber to implement any necessary security requirements on an hourly consulting basis.
    • User account passwords are salted and encrypted for security purposes and cannot be retrieved or viewed. Passwords can only be updates using the administrative tools or the password reset function on the user-side of a site.
• Will not use any of the BSP to send unsolicited emails, otherwise known as spamming.
• Will not post any content that is considered illegal under the law.
• Will not post any content that can be considered obscene, profane, libelous, or racist in nature.
• Will not post any content that is pornographic.
• Will not post any programs or files that are protected by copyrights against duplication.
• Will not post any programs that are malicious in nature, i.e. virus, worm, etc…

6. Ownership:
The System - Provider owns all rights to all files, technology, and branding that comprises any InfiPlex applications and any associated graphics or graphical templates. This includes any enhancements, upgrades, or integrations that the Subscriber may pay for.

The Content - The Subscriber owns any content that is input through any InfiPlex system. The Subscriber is therefore liable for all content on the site. The Provider also agrees to protect the Subscribers right to this data and will not use or disclose any Subscriber data or content to any other third party.

Both Provider and the Subscriber agree to protect the information and rights each has in regard to The System and The Content. The Subscriber further agrees that all InfiPlex systems, its structure and applications, are the sole property of Provider and that the Subscriber will not use its own access or give access to any third party to view the systems to reverse-engineer any portion, in part or in whole, of the InfiPlex applications.

7. Limited Warranty and Liability:
The OMS & BSP is provided 'as is' without any warranties. Provider is not liable for any network, hardware, or software failures. If a Subscriber is dissatisfied with the service, the Subscriber can cancel the service with written notification to the Provider (see sections 9 and 10 below). No warranty is made by Provider regarding any information, service or product provided through, in connection with, or located on the computers of Provider, and Provider hereby expressly disclaims, to the extent permitted by law, any and all warranties, including without limitation: (i) any warranties as to the availability, accuracy, or content of information, products, or services, and (ii) any warranties of merchantability or fitness for a particular purpose.

8. Prohibition of Illegal Content and Activity:
Subscriber agrees to abide by all copyright, obscenity, and other laws governing content of publications in the United States of America and the State of Illinois. Furthermore, Subscriber agrees that Provider shall in no way be liable or held legally accountable for the content of Subscriber's materials or information stored on or transmitted from Provider's computers. If, in the opinion of Provider's legal counsel, Subscriber's materials or information violate federal or state law, said materials may be removed or the website shutdown without warning or compensation.

9. Indemnification:
Subscriber shall indemnify and hold harmless Provider, its officers, directors, agents, representatives, employees, successors, assigns and related entities (the "Indemnitees") from and against any and all claims, causes of action, liabilities, losses, damages, costs and expenses of any kind, including, without limitation, attorneys' fees, litigation costs and court costs, incurred or paid by any Indemnitee, relating to or arising out of, in whole or in part, any alleged acts or omissions of Subscriber, including, but not limited to, any such alleged act or omission that assertedly violates or is inconsistent with these Terms of Service.

10. Agreement Period:
This agreement is in force as long as Subscriber is using Provider's services. Either party may terminate this agreement by giving 30 days advance written notice to the other party. If neither party provides the other with a 30-day advance written notice of intent to terminate this agreement, it shall be automatically extended for the next equivalent period based on the type of service being provided. This requirement of written notice shall not apply to termination of service by Provider in case of either late or non-payment as described in section 3 above, or of illegal activity as described in sections 5 and 9 above.

Growth Packages & Enterprise Packages Hosting Plans have a minimum 1-year agreement. The Subscriber agrees to pay the hosting fees for the full agreement even if the Subscriber stops using the Providers services. Either party may terminate this agreement for Growth Packages or Enterprise Packages Hosting with a minimum 30 days advance written notice to the other party. If neither party provides the other with a 30-day advance written notice of intent to terminate this agreement, it shall be automatically extended for the next equivalent period. Cancelation notices can be emailed to info@infiplex.com. If the Subscriber cancels a Growth or Enterprise Package, any remaining costs will be billed in full for the remaining term of the existing agreement period.

11. Termination of Agreement:
 

1. Each party has the right to terminate this Agreement upon 30-days written notice to the other party for standard plans, 30-days for Growth Packages or Enterprise level plans
2. Upon termination of this Agreement for any reason, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of termination. However, any termination of this Agreement shall not relieve Subscriber from the obligation to pay Provider for Growth Packages and Enterprise hosting services through their full agreement term, or other services rendered prior to receipt of the notice of termination and for work performed or hours reserved for Client during the 30 day termination notice period. There are no refunds on hosting payments.
   
   Further, no termination of these Terms of Service shall relieve Subscriber of its obligations to indemnify Provider under Paragraph 9 of these Terms of Service.
3. Monthly hosting for services provided is non-refundable.

12. General Provisions:
 

1. This Agreement is the sole and entire Agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements and documentation relating to such subject matter. Provider reserves the right to make amendments to this agreement at its sole discretion.
2. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.
3. This Agreement will be governed by the laws of the State of Illinois without regard to conflict of laws principles.
4. This Agreement does not create any agency, partnership or joint venture relationship.
5. This Agreement is not assignable by either party without the prior written consent of the other.
6. The Provider reserves the right to include your company in a client portfolio or any other marketing material for using InfiPlex software.
7. Stratum Development, Inc., parent company of InfiPlex, is an Illinois corporation.
8. Final approval and processing of your order will be done by our home office in Wheaton, Illinois.