Terms of Service

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©2013 – 2015 Fourworkx web based solutions, Van der Merschlaan 35, 3705 TE Zeist, The Netherlands, all rights reserved.

 

1. ATTENTION! THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING ON CUSTOMER UPON EXECUTION OF THE FOURWORKX STANDARD CUSTOMER LICENSE AGREEMENT. CUSTOMER SHOULD CAREFULLY READ THE FOLLOWING TERMS OF SERVICE BEFORE EXECUTING THE AGREEMENT.

 

2. Terms of Service. Customer acknowledges and agrees to the following terms of service. In addition,

Customer agrees that unless explicitly stated otherwise, any new features that augment or enhance the

Software, and/or any new service(s) subsequently purchased by the Customer will be subject to this Agreement.

 

2.1. Customer Must Have Internet Access. In order to use the Software, Customer must have or must obtain

access to the World Wide Web, either directly or through devices that access Web-based content. Customer

must also provide all equipment necessary to make such (and maintain such) connection to the World Wide Web.

 

2.2. Accuracy of Customer’s Registration Information. Customer agrees to provide accurate, current and

complete information (“Registration Data”) about Customer as prompted by the registration form, which

Customer will fill out online in order to gain access to the Software. Customer further agrees to use commercially

reasonable efforts to maintain and promptly update the Registration Data to keep it accurate, current and

complete. Customer acknowledges and agrees that if Customer provides information that is intentionally

inaccurate, not current or incomplete in a material way, or Fourworkx has reasonable grounds to believe that such

information is untrue, inaccurate, or not current or complete in a material way, Fourworkx has the right to suspend

Customer’s account.

 

2.3. Email and Notices. Customer agrees to provide Fourworkx with Customer’s e-mail address, to promptly provide

Fourworkx with any changes to Customer’s e-mail address, and to accept emails (or other Electronic

Communications) from Fourworkx at the e-mail address Customer specifies. Except as otherwise provided in this

Agreement, Customer further agrees that Fourworkx may provide any and all notices, statements, and other

communications to Customer through either e-mail or posting on the Software.

 

2.4. Passwords, Access, and Notification. Customer may designate up to the number of Users under Customer’s

account, which corresponds to the number of to the number of licenses purchased at Fourworkxseats, and Customer may provide

and assign unique passwords and user names to each authorized User for each licence.

Customer acknowledges and agrees that Customer is prohibited from sharing passwords and/or User names with unauthorized users.

Customer will be responsible for the confidentiality and use of Customer’s (including its employees’) passwords and User names.

Customer will also be responsible for all Electronic Communications, including those containing business information, account

registration, account holder information, financial information, Customer Data, and all other data of any kind contained within

emails or otherwise entered electronically through the Software or under Customer’s account. Fourworkx will act as though any

Electronic Communications it receives under Customer’s passwords, User name, and/or account number will have been sent by

Customer. Customer agrees to immediately notify Fourworkx if Customer becomes aware of any loss or theft or unauthorized use

of any of Customer’s passwords, User names, and/or account number.

 

2.5. Customer’s Lawful Conduct. Customer agrees to comply with all applicable local, state, federal, and foreign

laws, treaties, regulations, and conventions in connection with its use of the Software, including without

limitation those related to privacy, electronic communications, and anti-spam legislation. Customer will not send

any Electronic Communications from the Software that are unlawful, harassing, libelous, defamatory, or

threatening. Except as permitted by this Agreement, no part of the Software may be copied, reproduced,

distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to

access the Software by any means other than through the interfaces that are provided by Fourworkx. Customer shall

not license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise

commercially exploit or make the Software available to any third party other than an authorized User, including

but not limited to, creating Internet Links to the Software which include log-in information, including but not

limited to, User names, passwords, secure cookies, and/or “mirroring” or “framing” any part of the Software.

Customer will not upload, post, reproduce or distribute any information, software or other material protected by

copyright or any other intellectual property right (including rights of publicity and privacy) without first obtaining

the permission of the owner of such rights. Customer will not in any way express or imply that any opinions

contained in Customer’s Electronic Communications are endorsed by Fourworkx. Neither Customer, nor someone

acting on Customer’s behalf, will use the Software to target for solicitation any Fourworkx customers for purposes of

providing any competitive product. Customer will ensure that any use of the Software by Customer’s employees

is in accordance with the terms and conditions of this Agreement.

 

2.6. Third-Party Software. Customer agrees to use software produced by third parties, including, but not limited

to, “browser” software that supports a data security protocol compatible with the protocol used by Fourworkx. Until

notified otherwise by Fourworkx, Customer agrees to use software that supports the Secure Socket Layer (SSL)

protocol or other protocols accepted by Fourworkx and to follow logon procedures for services that support such

protocols. Customer acknowledges that Fourworkx is not responsible for notifying Customer of any upgrades, fixes or

enhancements to any such software or for any compromise of data transmitted across computer networks not

owned or operated by Fourworkx or telecommunications facilities, including, but not limited to, the Internet.

 

2.7. Transmission Of Data. Customer understands that the technical processing and transmission of Customer’s

Electronic Communications is fundamentally necessary to Customer’s use of the Software. Customer expressly

consents to Fourworkx’s interception and storage of Electronic Communications and/or Customer Data, and

Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission

over the Internet, and over various networks, only part of which may be owned and/or operated by Fourworkx.

Customer acknowledges and understands that changes to Customer’s Electronic Communications may occur in

order to conform and adapt such data to the technical requirements of connecting networks or devices.

Customer further acknowledges and understands that Electronic Communications may be accessed by

unauthorized parties when communicated across the Internet, network communications facilities, telephone, or

other electronic means. Customer agrees that Fourworkx is not responsible for any Electronic Communications

and/or Customer Data which are lost, altered, intercepted or stored without authorization during the

transmission of any data whatsoever across networks not owned and/or operated by Fourworkx.

 

2.8. Links. The Software may provide, or third parties may provide, links to other World Wide Web sites or

resources. Because Fourworkx has no control over such sites and resources, Customer acknowledges and agrees that

Fourworkx is not responsible for the availability of such external sites or resources, and does not endorse and is not

responsible or liable for any content, advertising, products, or other materials on or available from such sites or

resources.

 

2.9. Support. Fourworkx agrees to provide support services during the Term of this Agreement as outlined in

Schedule A hereto.

 

2.10. Proprietary Rights. Customer acknowledges and agrees that the Software and any necessary software used

in connection with the Software contain proprietary and confidential information that is protected by applicable

intellectual property and other laws. Customer further acknowledges and agrees that content or information

presented to Customer through the Software or by advertisers may be protected by copyrights, trademarks,

service marks, patents or other proprietary rights and laws.

 

2.11. Trademark Information. Fourcasting, Fourcapacity, Fourworkx, the corresponding logos, and other Fourworkx service marks,

logos and product and service names are marks of Fourworkx (the “Fourworkx Marks”).

Customer agrees not to display or use the Fourworkx Marks in any manner without the owner’s express prior written permission.

 

2.12. Confidential Information. For purposes of this Agreement, confidential information shall include the terms

of this Agreement, Customer Data, and any information that is clearly identified in writing at the time of

disclosure as confidential (“Confidential Information”). Each party agrees: (a) to keep confidential all Confidential

Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of

the other party except to the extent necessary to perform its obligations hereunder; and (c) to protect the

confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its

own (at all times exercising at least a reasonable degree of care in the protection of such Confidential

Information). Fourworkx will restrict its employees’ access to Customer’s Confidential Information to only those

employees necessary to successfully provide the Software. Fourworkx may disclose Confidential Information on a

need-to-know basis to its contractors who have executed written agreements requiring them to maintain such

information in strict confidence and use it only to facilitate the performance of their services for Fourworkx in

connection with the performance of this Agreement. Confidential Information shall not include information

which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known

publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient

becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the

lawful right to disclose such information to the recipient. This Section 2.12 will not be construed to prohibit the

disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or

other governmental authority. The parties agree to give the other party prompt notice of the receipt of any

subpoena or other similar request for such disclosure. With respect to any information received by either party

from the other as a result of any other relationship between the parties other than as licensor and licensee under

this Agreement (i.e., business development, partnership, alliance, etc.), the parties will abide by the terms and

conditions of any Nondisclosure Agreement (or similar agreement) executed between the parties.

 

3. Warranties.

 

3.1. Warranty of Functionality. Fourworkx warrants to Customer during the Term of this Agreement that the

Software will achieve in all material respects the functionality described in the user manual and that such

functionality will be maintained in all material respects in subsequent upgrades to the Software. Fourworkx does not

warrant that the Software will be error-free. Customer’s sole and exclusive remedy for Fourworkx’s breach of this

warranty shall be that Fourworkx shall be required to use commercially reasonable efforts to modify the Software to

achieve in all material respects the functionality described in the user manual and if Fourworkx is unable to restore

such functionality Customer shall be entitled to terminate the Agreement and shall be entitled to receive a prorata

refund of the license fees paid for under the Agreement for its use of the Software but which use has not yet

been furnished by Fourworkx as of the date of such termination. Fourworkx shall have no obligation with respect to a

warranty claim unless notified of such claim within thirty (30) days of the first instance of any material

functionality problem, and such notice must be sent to support@fourworkx.com

 

3.2. Software Level Warranty. Fourworkx warrants during the Term of this Agreement that the Software will meet

the service levels outlined in Schedule B hereto in any month. In the event that Fourworkx fails to meet the service

levels outlined in Schedule B hereto, Customer’s sole and exclusive remedy is that Fourworkx will provide Customer

with a credit as described in Schedule B, which is hereby incorporated by reference. Any credit is expressly

conditioned upon Customer providing Fourworkx written notice of such failure sent to

support@fourworkx.com by the tenth day of the month following such service level failure.

 

3.3. Security, Data Maintenance And Backup Warranty. Fourworkx warrants during the Term of this Agreement that

Fourworkx will use commercially reasonable efforts to ensure that Customer’s Data will be safeguarded and

maintained accurately. Fourworkx also warrants that it will, at a minimum, utilize and maintain security and backup

procedures as listed in Schedule C hereto (and hereby incorporated by reference) to protect Customer Data. In

the event of a breach of this provision, Fourworkx will use commercially reasonable efforts to correct the Customer’s

Data or restore the Customer’s Data within three (3) business days. In the event Fourworkx is unable to correct or

restore Customer’s Data as provided in this Section 3.3, Customer’s sole and exclusive remedy shall be it may at

its option terminate the Agreement and receive a pro-rata refund of the license fees paid for under the

Agreement for its use of the Software but which use has not yet been furnished by Fourworkx as of the date of such

termination.

 

3.4. Non-Infringement Warranty. Fourworkx warrants that it is the sole owner and has full power and authority to

grant the license and use of the Software and other rights granted by the Agreement to Customer with respect to

the Software and that neither the performance by Customer in its utilization of the Software, nor the license of

and authorized use by Customer of the Software as described herein will in any way constitute an infringement or

other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure,

or other rights of any third party.

 

3.5. Other Warranty. Fourworkx warrants that the Software shall be free of viruses, Trojan horses, worms,

spyware, or other malicious code or components.

 

4. Disclaimer of Warranties. EXCEPT AS STATED IN SECTION 3 ABOVE, FOURWORKX DOES NOT REPRESENT THAT

CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE

SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR

DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE

FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN SECTION 3 ABOVE ARE THE

SOLE AND EXCLUSIVE WARRANTIES OFFERED BY FOURWORKX. THERE ARE NO OTHER WARRANTIES OR CONDITIONS,

EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE. EXCEPT AS STATED IN SECTION 3 ABOVE, THE SERVICE IS PROVIDED TO CUSTOMER ON

AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS FOR COMMERCIAL USE ONLY. CUSTOMER ASSUMES ALL

RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS

ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

 

5. Limitations of Liability. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH FOURWORKX

IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY FOURWORKX OF THE RISK OF

CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO

ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT

DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF CUSTOMER DATA, REVENUE, PROFITS, USE OR OTHER

ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE,

OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. The

maximum liability of either party to any person, firm or corporation whatsoever arising out of or in the

connection with any license, use or other employment of the Software, whether such liability arises from any

claim based on breach or repudiation of contract, breach of warranty, tort, or otherwise, shall in no case exceed

the equivalent of 12 months in license fees applicable at the time of the event. The essential purpose of this

provision is to limit the potential liability of the parties arising from this Agreement. The parties acknowledge that

the limitations set forth in this Section are integral to the amount of consideration levied in connection with the

license of the Software and that, were Fourworkx to assume any further liability other than as set forth herein, such

consideration would of necessity be set substantially higher. Certain states and/or jurisdictions do not allow the

exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the

exclusions set forth above may not apply to Customer. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION

SHALL NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 6 BELOW.

 

6. Indemnification.

 

6.1. Infringement. Fourworkx will indemnify, defend and hold Customer harmless from and against any and all costs,

liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”)

arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against

Customer which arise out of or result from the infringement of any copyright, patent, trademark, or

misappropriation of a trade secret relating to the Software; provided that Customer (a) promptly gives Fourworkx

notice of the claim, suit, action, or proceeding; (b) gives Fourworkx sole control of the defense and related settlement

negotiations; and (c) provides Fourworkx with all reasonably available information and assistance necessary to

perform Fourworkx’s obligations under this paragraph. If the Software is held to infringe any intellectual property

right, Fourworkx may, in its sole discretion and at its own expense, either procure a license that will protect Customer

against such claim without cost to Customer or replace the Software with a non-infringing Software. Provided

that Fourworkx complies with this Section 6.1, Customer shall have no remedy against Fourworkx, except it may at its

option terminate the Agreement and receive a pro-rata refund of the license fees paid for under the Agreement

for its use of the Software but which use has not yet been furnished by Fourworkx as of the date of such termination.

 

6.2. Disclosure of Customer Data. Fourworkx will fully indemnify, defend and hold Customer harmless from and

against any Losses arising out of or in connection with a claim, suit, action, or proceeding brought by any third

party against Customer which arise out of or result from Fourworkx’s gross negligence in preventing unauthorized

access to confidential Customer data, or Fourworkx’s willful disclosure of such confidential Customer data, as

determined by a court of competent jurisdiction in connection with a claim by a third party alleging a breach of

confidentiality. In addition, Fourworkx will indemnify Customer up to an amount equal to five (5) times the

equivalent of 12 months of license fees applicable at the time of the event, from and against any Losses incurred

by Customer with respect to any third party claim, suit, action, or proceeding arising out of or relating to Fourworkx’s

breach of Section 2.12 of this Agreement (which breach that does not rise to the level of gross negligence in

preventing unauthorized access to confidential Customer Data or Fourworkx’s willful disclosure of such confidential

Customer Data as described in Section 6.1). Fourworkx’s indemnification obligations under this Section 6.2 are

expressly premised upon Customer (a) promptly giving Fourworkx notice of any such third party claim, suit, action, or

proceeding; (b) giving Fourworkx sole control of the defense and related settlement negotiations; and (c) promptly

providing Fourworkx with all reasonably available information and assistance necessary to perform Fourworkx’s

obligations under this Section 6.2. Provided that Fourworkx complies with this Section 6.2, Customer shall have no

remedy against Fourworkx, except it may at its option terminate the Agreement and receive a pro-rata refund of the

license fees paid for under the Agreement for its use of the Software but which use has not yet been furnished by

Fourworkx as of the date of such termination.

 

6.3. Customer’s Indemnity. Customer shall defend and hold Fourworkx harmless from and against any and all Losses

arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Fourworkx

which arise out of or result from a claim by a third-party (i) alleging that the Customer Data or any Trademarks, or

any use thereof, infringes the intellectual property rights or other rights, or has caused harm to a third party, or

(ii) arising out of Customer’s breach of Section 2.5 and 2.12 above, provided that Fourworkx (a) promptly provides

Customer notice of the claim, suit, action, or proceeding; (b) gives Customer sole control of the defense and

related settlement negotiations; and (c) provides Customer with all reasonably available information and

assistance necessary to perform Customer’s obligations under this paragraph.

 

6.4. Survival. The indemnification obligations contained in this Section 6 shall survive termination of this

Agreement for one year.

 

7. Suspension/Termination.

 

7.1. Suspension for Delinquent Account. Fourworkx reserves the right to suspend Customer’s access and/or use

of the Software for any accounts for which any payment is due but unpaid but only after Fourworkx has provided

Customer two (2) email notices over no less than a ten (10) day period. Customer agrees that Fourworkx shall not be

liable to Customer or to any third party for any suspension of the Software resulting from Customer’s

nonpayment of fees as described in this Section 7.1.

 

7.2. Suspension for Ongoing Harm. Customer agrees that Fourworkx may with reasonably contemporaneous

telephonic notice to Customer suspend Customer’s access to the Software if Fourworkx reasonably concludes that

Customer use of the Software is causing immediate and ongoing harm to Fourworkx or others. In the extraordinary

event that Fourworkx suspends Customer’s access to the Software, Fourworkx will use commercially reasonable efforts

to resolve the issues causing the suspension of Software. Customer agrees that Fourworkx shall not be liable to

Customer or to any third party for any suspension of the Software under such circumstances as described in this

Section 7.2.

 

7.3. In The Event of Breach. Either party may terminate this Agreement upon thirty (30) days written notice to

the other party in the event of a breach of any provision of this Agreement by the other party, provided that,

during the thirty (30) day period, the breaching party fails to cure such breach. Upon termination or expiration of

this Agreement, Customer shall have no rights to continue use of the Software. If this Agreement is terminated as

a result of a breach on Fourworkx’s part, Fourworkx shall refund the pro rata portion of any fee that may have been paid

by Customer for the portion of the Software not furnished to Customer.

 

7.4. Handling of Customer Data In The Event Of Termination. Customer acknowledges and agrees that following

termination of Customer’s account and/or use of the Software, Fourworkx may immediately deactivate Customer’s

account and that following a reasonable period of not less than 90 days shall be able to delete Customer’s

account and related Customer Data. However, in the event that Customer’s Software with Fourworkx terminates,

Fourworkx will grant Customer temporary, limited access to the Software for the sole purpose of permitting

Customer to retrieve lawful Customer Data, provided that Customer has paid in full all good faith undisputed

amounts owed to Fourworkx. Customer further agrees that Fourworkx shall not be liable to Customer or to any third

party for any termination of Customer access to the Software or deletion of Customer Data, provided that Fourworkx

is in compliance with the terms of this Section 7.4.

 

8. Modification To or Discontinuation of the Software. Fourworkx reserves the right at any time and from time to

time to modify, temporarily or permanently, the Software (or any part thereof). In the event that Fourworkx modifies

the Software in a manner which removes or disables a feature or functionality on which Customer materially

relies, Fourworkx, at Customer’s request, shall use commercially reasonable efforts to substantially restore such

functionality to Customer. In the event that Fourworkx is unable to substantially restore such functionality, Customer

shall have the right to terminate the Agreement and receive a pro-rata refund of the license fees paid under the

Agreement for use of the Software which was paid for by Customer but not yet furnished by Fourworkx as of the date

of such termination. Customer acknowledges that Fourworkx reserves the right to discontinue offering the Software

at the conclusion of Customer’s then current Term. Customer agrees that Fourworkx shall not be liable to Customer

or to any third party for any modification of the Software as described in this Section 8.

 

9. Modification to the Terms of Service. Fourworkx reserves the right at any time and from time to time to modify

these Terms of Service.

 

Schedule A, Support Overview

The following describes Fourworkx’s standard support services for the Software made available to

Customers:

 

1.0 Support Software. During Fourworkx’s normal business hours of 8am to 5pm CET, Fourworkx shall make

commercially reasonable efforts to provide Level 1, Level 2 and Level 3 telephone and email-based

support to Customers. Level 1, Level 2 and Level 3 support shall include Fourworkx recreating issues as

described by Customers and diagnosing, repairing, testing and placing into production fixes to such

defects that Fourworkx can reasonably affect. Support Software shall also include Upgrades as defined

elsewhere in this agreement. Fourworkx shall also make available issue logs, troubleshooting tools,

frequently asked questions and other materials that Fourworkx may make available from time to time.

 

2.0 Prioritizing Issues. Fourworkx shall work cooperatively with Customer to determine the severity of each

issue and at its sole discretion, shall assign a priority code of 1, 2 or 3 to each issue. Customer agrees

to provide all information in written form that Fourworkx may deem necessary to recreate and/or

troubleshoot any issue.

 

2.1 Priority 1 Issues. Priority 1 issues include all major production issues directly caused by the

Software that results in the Software not being available to Customers during normal hours as

defined in Section 1.0 above, or significantly impairing the Customers ability to use the Software

as intended in support of Customer’s normal business practices. Fourworkx shall use its commercial

best effort to resolve such issues and will generally be addressed within 24 hours of receipt of

written notification by Reseller.

 

2.2 Priority 2 Issues: Priority 2 issues include deviations from the Documentation that do not

materially impact production usage of the Software but may cause interruption of service for

certain functions, screens or processes or cause inconvenience for Reseller or the Customer.

Priority 2 issues will be initially assessed within 72 hours of receipt of written notification by

Reseller. Fourworkx shall use commercially reasonable efforts to resolve Priority 2 issues which may

include releasing repairs to such issues in future Upgrades of the Software.

 

2.3 Priority 3 Issues: Priority 3 issues include cosmetic inaccuracies in the Software or minor

deviations from the Documentation that do not affect the operation of the Software or the

integrity of the data. Priority 3 issues will be assessed and repaired by Fourworkx at its convenience.

 

3.0 General: Any obligations of Fourworkx under this Support Software Schedule shall become null and void

upon any breach by Customer of its Customer License Agreement, including any failure by Customer

to meet payment obligations to Fourworkx.

 

Schedule B, Software Availability Overview

 

Fourworkx shall make the Software available pursuant to the terms and condition set forth in the Customer

License Agreement. Fourworkx will use commercially reasonable efforts to make the Software generally

available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Fourworkx shall use

reasonable efforts to give at least 8 hours notice via email) of the Software and which Fourworkx shall

schedule to the extent reasonably practical during the weekend hours from 9:00 p.m. CET Friday to 6:00

a.m. CET Monday : or (b) any unavailability caused by circumstances beyond Fourworkx’s reasonable control,

including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of

terror, strikes or other labor problems (other than those involving Fourworkx employees), computer,

telecommunications, Internet service provider or hosting facility failures or delays, involving hardware,

software or power systems not within Fourworkx’s possession or reasonable control, and network intrusions

or denial of service attacks.

Excluding the times listed in the above paragraph items A and B, Fourworkx, Inc. guarantees 99.5% uptime. If

in a calendar month these uptime commitments are not met, Fourworkx shall credit Customer with license

fees equal to the amount of down time experienced. Fourworkx reserves the right from time to time to issue

new releases in which Fourworkx adds functionality to the Software. Customer acknowledges that these

periodic major releases can take several hours to complete. In the event that Fourworkx in its sole discretion

determines that any unscheduled maintenance is necessary, Fourworkx will use commercially reasonable

efforts to notify Customer.

Schedule C, Security Overview

 

Fourworkx’s security strategy is to protect Customer data at multiple levels, which includes data security, data

integrity, and data privacy.

To enable the privacy, security, and availability of Customer data and transactions, Fourworkx employs the following

technologies in delivering its service.

• Secure Data Center

• Encrypted User Authentication

• Internet Firewalls

• Network Translation and Proxy Software

• Secure Socket Layer Data Encryption (SSL)

• Redundant, Highly Available Routers and Switches

• Redundant, Highly Available, and Secure Web and Application Servers

• Redundant, Highly Available Power

• Redundant, Highly Available Data Access

• Regularly Scheduled Backups, Offsite Storage

• Highly Available Application

• Secure Operating Systems

• Data Security

Fourworkx’s production systems are located in one of the leading co-location facilities in Europe.

Production web, application, and database servers along with network equipment are housed in a suite at the colocation

facility which provides 24x7security. To access the suite there are several levels of security that must be

passed.

 

Architecture

Fourworkx utilizes a two-tier security architecture. The first tier of the architecture is implemented by redundant

perimeter firewalls, based on the Cisco Secure IOS. The firewall protects against malicious hacking attempts and

Denial of Software attempts. The second tier of the security architecture is implemented by the use of private,

non-routable IP address spaces. In the unlikely event the firewall is breached, the servers behind the firewall

cannot route traffic to the Internet.

 

Tracking

In the event of a security notice, Fourworkx will review the notice and determine the criticality. If the notice is

deemed to present a serious threat to our clients, the work-around or patches will be immediately implemented

after approval from our clients. All notices are logged in our GWI change management and trouble ticketing

system.

 

Physical Security

Fourworkx maintains physical security to our facilities by limiting access to the buildings where our data centers are

housed as well as to the physical data centers within those buildings. All data centers are protected by multiple

layers of security including multiple layers of electronic building & facility access secured by magnetic locks, 24/7

onsite-personnel, monitored and recorded closed-circuit television, person-traps, and mandatory identity logging

of all outside visitors.

 

Site Electrical Power

Fourworkx’s data centers maintain at least two separate power feeds from two separate power grids. Data centers

feature multiple power distribution units to condition the incoming electricity, and are protected by redundant

UPS power systems to power our hosted systems for 2 hours on average. Facilities have 1+ Megawatt diesel

generator backup systems to protect both buildings against an extended loss of commercial power. The

generators are configured to automatically start when they sense a loss of power from the local electric utilities,

and are tested monthly to ensure they are in proper working condition. No Fourworkx data center has ever

experienced a power outage.

 

Environmental Controls

Fourworkx utilizes redundant industrial environmental conditioning units to control the environment of its data

centers within strict guidelines. The units maintain the temperature at 72 degrees F (± 5 degrees) and 30-60%

humidity (± 5%). The backup generators will power the units in the event of a commercial power failure, ensuring

the environment is controlled even in an emergency situation.

 

Fire Protection

Fourworkx data centers are protected from fire damages by design with concrete floors, steel ceilings, and steel

framed racks. There are no flammable materials inside the data center area. Our data centers are equipped with

a combination of FM200 fire suppression and a multi-zoned, pre-action, dry-pipe system. In order for the systems

to trip, multiple cross-linked events must occur. These include detection by ceiling mounted smoke-heads and

sensors located throughout the facility. Lastly a sprinkler head must trip in order for the dry-pipe system to

activate. This requires a temperature of 140 degrees F at the head location. Upon detection of the presence of

fire or smoke in the data center, the detection and control panel will sound an alarm, shut down air handlers,

disconnect power from the protected equipment, and then release the extinguishing agent(s) localized at the

event point.

 

Data Backups

Fourworkx operates a Commvault Galaxy enterprise tape backup environment to backup and restore our hosted

environments. Fourworkx provides incremental tape backups daily, with full system backups weekly. Backup tapes

are rotated to a secure offsite third party facility weekly. Our offsite provider can deliver tapes to the Fourworkx data

centers within two hours of a request. Only authorized individuals are allowed to make such a request.