Agreement of Service

Affordable Immediate Marketing LLC Incorporated at 1143 E Sandpiper Dr., Tempe, Arizona 85283

1.Subscription Terms

1.1 The Subscription Term shall renew every 30 days unless either party gives written notice at least 5 days prior to the renewal date.
1.2 The Customer shall pay undisputed invoices within 2 days of receipt.
1.3 Either party may terminate this Agreement immediately within 2 days after the reported incident that has disagreed with the policy agreement.
1.4 If the Customer fails to pay after receiving notice, the Company will terminate the Agreement 5 days after the notice was sent.
1.5 The Customer will have 5 days from the date of termination to collect all data from the software before their access is canceled.

2. Definitions

2.1 “Customer Content” means all relevant data including text, sound, video or image files, and software, provided by the Customer to the Company for the SaaS Services.
2.2 “Documentation” means the written and/or electronic release notes, user guides, online help, training materials, and/or other published technical documentation about the applicable Service provided by the Company to the Customer together with access to the Service.
2.3 "Order" means any ordering document between the Customer and the Company that specifies the Service being purchased.
2.4 “Schedule" is a written document under Agreement by the Company and Customer for the purpose of purchasing the SaaS Services as per the terms of this Agreement.
2.5 “Software” means the object code version of any software to which the Customer has been provided access as part of the Service, including all updates or new versions.
2.6 “Services” refers to the Company's internet-accessible (including all other technical and non-technical services) service made available by access to and use of software products hosted by the Company to which the Customer has subscribed under the relevant Order, including any documentation, updates, upgrades, support, and content.
2.7 “Subscription Term” shall mean the period specified in a Schedule during which the Customer shall have access to Software for use and operation through the Company’s SaaS Services. The Subscription Term shall renew for successive 30-day periods unless either party delivers written notice of non-renewal to the other party at least 5 days prior to the expiration of the then-current Subscription Term.

3. License Grant

3.1 During the Subscription Term, the Customer shall receive a non-assignable, non-exclusive, royalty-free, worldwide right to access and use the SaaS Services solely for their internal business operations under the terms of this Agreement.
3.2 The Customer acknowledges that this Agreement is a services agreement and the Company shall not deliver copies of the Software to the Customer as part of the Services.

4. Customer Responsibilities

4.1 In connection with its use of the Services, the Customer shall:Comply with all applicable laws;Comply with any codes of conduct, policies, or other notices provided by the Company;Immediately notify the Company if the Customer becomes aware of a security breach or unauthorized access related to the Service.
4.2 In using the Services, the Customer shall not:Reproduce, post, or distribute any code, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining written consent from the Company;Provide false identity information to gain access to or use the Service;Reverse engineer, disassemble, decompile, or otherwise derive the source code of the Software for the Services, except and only to the extent such activity is expressly permitted by applicable law;Access the Services or use the Documentation to build a similar or competitive product.
4.3 License from Customer: Subject to the terms of this Agreement, the Customer grants to the Company a limited, non-exclusive, and non-transferable license to reproduce, modify, and display Customer Content solely as necessary to provide the Services to the Customer.

5. Ownership and Restrictions

5.1 The Customer retains intellectual property rights and ownership in and to its Customer Content.
5.2 The Company or its licensors retain all ownership and intellectual property rights to the Software, Services, Documentation, and anything developed, improved, modified, and/or delivered under the Agreement.
5.3 Third-party technology that may be appropriate or necessary for use with the Company's programs is specified in the Program Documentation or ordering document as applicable. The Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by the Company and not under this Agreement.

6. Orders and Payment

6.1 Orders: The Customer shall place an order for the Services pursuant to a Schedule. All services provided to the Customer shall be governed exclusively by this Agreement and the related applicable Schedule. In the event of a conflict between the terms of a Schedule and this Agreement, the terms of the Schedule shall take precedence.
6.2 Invoicing and Payment: Unless otherwise provided in the Schedule, the Company shall invoice the Customer for all fees on the Schedule effective date. Customer shall pay all undisputed invoices within 2 days after receiving the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees shall be made in USD. The Fees shall be open to modifications after the completion of one Subscription Term and the renewal of the Agreement. The Customer shall be notified of the same before the renewal.

7. Term and Termination

7.1 Term: The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.
7.2 Termination: Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within 2 days after receipt of notice of such breach.
7.3 Suspension for Non-Payment: The Company may terminate this Agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the invoice amount on time but only after the Company notifies the Customer of such failure and such failure continues for 5 days.
7.4 Effect of Termination:
The Customer shall immediately pay the Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
The Customer shall cease all use of the Service upon the effective date of the termination.The Customer will have 5 days from the date of termination to retrieve any of the data that the Customer wishes to keep.
Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Customer immediately.

8. Warranties

8.1 The Company represents and warrants that the Service will perform substantially in accordance with applicable specifications contained in the Documentation. In the event, the Service does not materially conform to the Documentation, the Customer shall promptly notify the Company in writing, and the Company shall modify such Service to make the Service perform substantially in accordance with the Documentation.
8.2 The Company does not guarantee that the SaaS Services will be error-free, virus-free, or uninterrupted, or that the Company will correct all these errors.
8.3 Except for the Warranty stated above, the Customer and the Company acknowledge that the Service is offered "as is" without warranty of any kind provided by the Seller, including but not limited to, any implied warranties of merchantability or fitness for a particular purpose.

9. Limitations of Liability

9.1 To the maximum extent permitted by applicable law, the maximum liability of the Company arising out of or related to this Agreement, whether based upon breach of agreement, tort, warranties, or any other theory shall be limited to direct damages and shall in no event exceed, in the aggregate, the total amount the Customer paid to the Company for the Services under the Order that is subject of the claim during the 1 month immediately preceding the event giving rise to such claim, whichever is less.
9.2 To the maximum extent permitted by applicable law, in no event shall the Company or its affiliates, partners, or suppliers, be responsible for any indirect, incidental, special, punitive, or consequential damages or any loss of revenues or profits arising out of or related to this Agreement.

10. Indemnification

10.1 Each party agrees to indemnify and hold the other party harmless, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.

11. Confidentiality

11.1 All confidential information that is communicated to or obtained by either of the parties in connection with the performance of the above-mentioned services shall be held by them in full faith. At no time shall the parties use any such confidential information obtained through this association, either directly or indirectly, for personal benefit, or disclose or communicate such information to any third-party. This provision shall continue to be effective after the termination of this Agreement.

12. Service Level Agreement

12.1 The Service Level SaaS Agreement (hereinafter referred to as the “SLA”) for the SaaS Services is set forth in sla.ison.me. The SLA sets forth the Customer’s sole and exclusive remedies for any failure of the Services, and the Customer recognizes and accepts that if the SLA does not list a remedy for a given failure, it has no remedy.

13. Miscellaneous

13.1 Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
13.2 Notices: Any notice required under this Agreement shall be delivered by certified mail, personal delivery, or overnight delivery.