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ATBS Support Service Agreement
This Web Support Service Level Agreement is hereby entered into between you, your employees, and agents (collectively “Client”) and applies to all monthly and individual services provided to or ordered by Client or any employees or agent of Client
WHEREAS, the Client has a website developed by ATBS and receives monthly and hourly services from ATBS.
NOW, THEREFORE, subject to the terms and conditions hereinafter set forth the Client and the ATBS hereto (each individually a “Party” and collectively the “Parties”) agree as follows:
- Support Services. ATBS may provide Client with access to a support ticketing system where Client may request services, revisions, modifications and general support. Client acknowledges that any and all support, labor or requests made to ATBS are subject to billing at ATBS’ current hourly rate. ATBS reserves the right to refuse development or modification of any request submitted by Client for any reason. Client further acknowledges that all support requests must be sent to the support ticketing system. Further, Client acknowledges that direct email support to any ATBS developer is prohibited and will incur a flat-rate fee.
- Fees; Limitations and Cancellations. Client acknowledges that all discovery, development and continued support, whether through email, support ticket or phone, is billable at ATBS’ hourly rate. Client agrees to pay ATBS any and all fees as billed in accordance with this Agreement. THE CLIENT FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF SERVICES BY CLIENT OR ATBS, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CLIENT FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO ATBS. ATBS IS HEREBY AUTHORIZED TO CHARGE CLIENT’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED BY CLIENT TO ATBS. ANY UNPAID BALANCE OR AMOUNTS DUE TO ATBS MAY BE SUBMITTED TO A CONTRACTED COLLECTION AGENCY.
- Billing, late fees, refusal to pay. Client understands, acknowledges and agrees that any request submitted to ATBS, whether by Client or a third-party representative of Client, will be subject to the following terms and procedures: Client acknowledges that any request that does not exceed two (2) hours may be completed by ATBS, at the sole discretion of ATBS, and billed at an hourly rate in fifteen (15) minute increments. Client understands, acknowledges and agrees that the rate or amount of time listed on a project is to be set and determined solely by ATBS. ATBS will invoice Client on a monthly basis for any unpaid labor and automatically charge Client’s credit card. Client agrees and fully authorizes ATBS to charge this open balance each month. Client acknowledges and agrees that unpaid balances will be subject to late fees and collection attempts. Further, Client acknowledges and agrees that refusal to pay any outstanding balance will result in immediate termination of all ATBS services.
- ATBS requires a credit or debit card on file for all services. Client hereby agrees to provide and fully authorizes ATBS to charge the credit card provided, either directly to ATBS or online, for any and all services rendered and unpaid invoices including but not limited to general monthly services, modifications, support requests, additions, late fees, third-party fees, etc. Client agrees that all charges from ATBS are valid and Client will not dispute any charges.
- Client Responsibilities and Acknowledgements. Client agrees to properly convey to ATBS the information needed to complete a request. Client acknowledges and agrees that all requests are to be submitted through the ticketing system. Client agrees not to directly email an ATBS developer and, doing so, will result in additional fees.
- Third Party Agents. Client acknowledges that any third-party entity requesting revisions or support on behalf of Client will be considered an authorized third-party. Client agrees to assume any and all responsibility for any revisions, modifications or customizations made by this third-party including any billing or fees associated with these requests.
- Expenses. Client agrees and acknowledges that ATBS may, from time to time, use third-party services in order to provide a feature or function of Client’s website. ATBS may advise Client to obtain an account for Client to use. If Client does not obtain an account and Client continues to use an ATBS account, Client will fully reimburse and fees or invoices paid by ATBS for Client’s usage.
- Estimates. Client acknowledges that an estimate provided to Client is an approximation of the necessary time to complete a request from Client. ATBS will make a reasonable attempt to provide Client with an accurate estimate for any work, however, in the event the requested labor requires additional time for completion, Client agrees to and authorizes any and all charges from ATBS to facilitate the completion of the request.
- Rates and Fees. Client acknowledges that ATBS may change hourly and monthly prices, as needed, with or without notice. ATBS will attempt to notify Client of a change in pricing through email. A signature or acknowledgment from Client is not required for an amendment to become effective.
- The following are the current hourly rates for ATBS services
- Tier 1 rates are applicable to all standard level coding and support.
- Tier 2 rates are applicable to all advanced level coding including but not limited to PHP, database, server support.
- Emergency Support rates are applicable to all support provided outside of ATBS regular office hours.
- Additional Services. This agreement does not include any additional services.
- Refunds. Client acknowledges and agrees that ATBS does not offer refunds for any reason whatsoever. The length of time required for development and customization is dependent upon the requested amount and type of changes from the Client and availability of an ATBS developer and, as such, ATBS cannot predetermine the amount or type of changes.
- Term and Termination. In the event Client refuses or is otherwise unable to provide payment for services rendered, becomes abusive or threatening towards ATBS employees in any correspondence including but not limited to email, support desk tickets, development portals, phone calls, voicemails, mail or any other correspondence, ATBS reserves the right to immediately terminate any and all services with Client without refund.
- Refusal of Service. ATBS reserves the right to refuse services to any client with or without cause.
- Collection. Client acknowledges that ATBS reserves the right to assign any unpaid balance to a debt collection agency.
- Amendments. This Agreement may be amended by ATBS without or without notice to Client. ATBS will attempt to announce changes to this agreement through email. A signature or acknowledgment from Client is not required for an amendment to take effective
- Disclaimer of All Other Warranties – ATBS DOES NOT WARRANT THAT THE REQUESTED LABOR OR MODIFICATIONS WILL MEET THE CLIENT’S EXPECTATIONS OR REQUIREMENTS. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, ATBS PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
- Limited Liability – IN NO EVENT SHALL ATBS BE LIABLE TO CLIENT FOR ANY INDIRECT, DIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. ATBS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
- Indemnification. Client hereby indemnifies and saves harmless ATBS and its partners, managers, agents, servants, and employees from each and every loss, claim, demand, obligation, liability, cost, expense (including reasonable attorneys’ fees), indebtedness and cause of action of any kind, type, nature or description whatsoever, whether known or unknown, as if expressly set forth and described herein (“Losses”), which either party may incur, suffer, become liable for, or which may be asserted or claimed against the other, as a result of the misappropriation, re-sale or misuse of the Technology or Source Code by Client, or as a result of any copyright infringement (or allegation of copyright infringement) by or against Client with respect to the content of the web site Client or any materials provided to ATBS by Client for inclusion in the website Client. Notwithstanding the foregoing, Client shall not be liable and shall be indemnified and held harmless by ATBS, for any Losses associated with any third party claim related to the ownership or rights to the intellectual property comprising the Technology and/or the Source Code. Client shall be deemed to be subject to these terms and conditions by the supply of information or material for the development of pages or a request to develop pages. Client is also responsible for obtaining and providing all necessary information which is accurate, complete and current.