Get documents about "Apollo Software Inc SERVICE AGREEMENT COVER SHEET
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E Commerce Services Agreement document sample
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Apollo Software, Inc.
SERVICE AGREEMENT COVER SHEET
Tax ID #:
Company Name:
Email:
Address:
City, State, Zip Code: Phone:
Service Capacity: Healthy Commerce Program which includes development of web site on Apollo Software, Inc. ecommerce platform,
special tier 4 product pricing (per ApolloFulfillment.com fulfillment agreement), access and use of fully integrated set of web-based
modules and implementation support to initiate such access and use, fully integrated and customized drop ship services (per
ApolloFulfillment.com fulfillment agreement).
Service Term: 12 months. Contract extends for additional 12 months terms automatically unless cancelled be either party.
Summary of Start Up and Ongoing Costs – Appendix A
Program Option: (please select one)
Healthy Commerce Program. $1,499 upfront payment and $100 per month hosting/platform/database maintenance fee.
Healthy Commerce Program with finance option. $299 deposit and 6 payments of $349 (includes 6 months hosting).
Merchant Account: (please select one)
Customer to provide and use their own credit card merchant account
Customer would like Apollo to set up a credit card merchant account for them ($99 set up fee)
Customer will use an Apollo merchant account
Payment Method: (please select one)
ACH (Automated Clearing House) direct debits from bank account (please complete attached authorization form)
Credit Card payments charged to a credit card (please complete attached authorization form)
Agreement
This Service Agreement (“Agreement”) is entered into as of __ / __ / _____ (the “Effective Date”) between Apollo Software, Inc. (Apollo) with its principal place of
business at 455 Whitney Street, Northborough, MA 01532, and the Company listed above (“Customer”). This Agreement includes and incorporates this Cover Sheet,
as well as the accompanying Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. Any different terms
of any related purchase order or similar form shall have no force or effect, even if signed by the parties after the date hereof. Each party’s acceptance of this Agreement
is expressly conditioned upon the other’s acceptance of the terms contained in the Agreement to the exclusion of all other terms.
Apollo Software, Inc.: Customer:
By: By:
Name: Name:
Title: Title:
Date: Date:
991216
TERMS AND CONDITIONS
1. SERVICES AND SUPPORT 5. TERMINATION
1.1 Subject to the terms and conditions of this Agreement, Apollo will use 5.1 Subject to earlier termination as provided below, this Service Agreement
reasonable efforts to provide the services described in the Services Agreement is for the initial Service Term as specified in the Service Agreement Cover
Cover Sheet (the “Services”). Sheet, and shall be automatically renewed for additional periods of the same
duration as the Service Term, unless either party requests termination at least
1.2 Subject to the terms hereof, Apollo will use reasonable efforts to provide thirty (30) days prior to the end of the then-current term.
Customer with support services, through electronic mail or telephone, in
accordance with Apollo’s standard practice. 5.2 In addition to any other remedies it may have, either party may also
terminate this Service Agreement upon thirty (30) days’ written notice (or ten
2. RESTRICTIONS AND RESPONSIBILITIES (10) days in the case of nonpayment), if the other party breaches any of the
terms or conditions of this Service Agreement and fails to cure such breach
within the 30-day period. Customer will pay in full for the Services up to and
2.1 Customer represents, covenants, and warrants that Customer will use the including the last day on which the Services are provided. Upon any
Services only in compliance with Apollo’ standard policies then in effect as termination, Apollo will delete archived data within 30 days after the date of
published in the Apollo web site or otherwise furnished to Customer (the termination and Customer will immediately remove any and all content
“Policy”) and all applicable laws (including but not limited to policies and belonging to Apollo from its web site, email newsletters and anywhere else
laws related to spamming, privacy, obscenity or defamation). Customer where Apollo content is being used. Apollo content is defined as Apollo’s
hereby agrees to indemnify and hold harmless Apollo against any damages, product database, article database, image database, email newsletters and any
losses, liabilities, settlements and expenses (including without limitation costs related articles and graphics that Apollo may have created on behalf of
and reasonable attorneys’ fees) in connection with any claim or action that Customer.
arises from an alleged violation of the foregoing or otherwise from
Customer’s use of Services. Although Apollo has no obligation to monitor
the content provided by Customer or Customer’s use of the Services, Apollo 5.3 All sections of this Service Agreement, which by their nature should
may do so and may remove any such content or prohibit any use of the survive termination, will survive termination, including, without limitation,
Services it believes may be (or alleged to be) in violation of the foregoing. accrued rights to payment, confidentiality obligations, warranty disclaimers,
and limitations of liability.
3. CONFIDENTIALITY
6. WARRANTY AND DISCLAIMER
3.1 Each undersigned party (the “Receiving Party”) understands that the
other party (the “Disclosing Party”) has disclosed or may disclose information Apollo shall use reasonable commercial efforts consistent with prevailing
relating to the Disclosing Party’s business (hereinafter referred to as industry standards to maintain the Services in a manner, which minimizes
“Proprietary Information” of the Disclosing Party). Notwithstanding the errors, and interruptions in the Services. Services may be temporarily
foregoing, nothing will be considered “Proprietary Information” of the unavailable for scheduled maintenance or for unscheduled emergency
Disclosing Party unless either it is or was disclosed in tangible form and is maintenance, either by Apollo or by third-party providers, or because of other
conspicuously marked “Confidential”, “Proprietary” or the like. causes beyond Apollo’ reasonable control, but Apollo shall use reasonable
efforts to provide advance notice in writing or by e-mail of any scheduled
service disruption. HOWEVER, APOLLO DOES NOT WARRANT THAT
3.2 The Receiving Party agrees (i) to take reasonable precautions to protect THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE
such Proprietary Information, and (ii) not to divulge any such Proprietary SERVICES ARE PROVIDED “AS IS” AND APOLLO DISCLAIMS ALL
Information to any third person. The Disclosing Party agrees that the WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
foregoing shall not apply with respect to any information after three years LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND
following the disclosure thereof or any information that the Receiving Party FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
can document (i) is or becomes generally available to the public, or (ii) was in
its possession or known by it prior to receipt from the Disclosing Party, or
(iii) was rightfully disclosed to it by a third party, or (iv) was independently 7. LIMITATION OF LIABILITY
developed without use of any Proprietary Information of the Disclosing Party
or (v) is required to be disclosed by law.
Under no circumstances shall Apollo, its suppliers, officers, affiliates,
representatives, contractors and employees be liable to Client or any other
4. PAYMENT OF FEES third party as a result of the services provided by Apollo under this Agreement
or arising from any claim relating to this Agreement or the subject matter
4.1 Customer will pay Apollo the then applicable fees for the Services hereof. Such limitation of liability shall apply to prevent recovery of direct,
within the Service Capacity specified in the Service Agreement Cover Sheet. indirect, incidental, consequential, special, exemplary, and punitive damages
The set up fee and the monthly fees will be billed and collected from the whether such claim is based on warranty, contract, tort (including negligence),
Customer per the payment method selected in the Service Agreement Cover or otherwise (even if Apollo has been advised of the possibility of such
Sheet. damages). Such limitation of liability shall apply notwithstanding a failure of
essential purpose of any limited remedy and to the fullest extent permitted by
4.2 Unpaid invoices are subject to a finance charge of 1.5% per month on law.
any outstanding overdue balance, or the maximum permitted by law,
whichever is lower, plus all expenses of collection. Services may also be 8. MISCELLANEOUS
immediately terminated if invoices are not paid when due. Customer shall be
responsible for all taxes associated with Services other than U.S. taxes based 8.1 If any provision of this Agreement is found to be unenforceable or
on Apollo’ net income. invalid, that provision will be limited or eliminated to the minimum extent
necessary so that this Agreement will otherwise remain in full force and effect
and enforceable.
Rev 991299
8.2 Neither party shall assign this Agreement in whole or in part without the 8.5 In any action or proceeding to enforce rights under this Agreement, the
prior written consent of the other party, which consent shall not be prevailing party will be entitled to recover its costs and attorneys’ fees.
unreasonably withheld. Notwithstanding the foregoing, each party shall have
the right to assign this Agreement, upon written notice to the other party, to
any entity with which it merges or by which it is acquired, provided that the 8.6 All notices under this Agreement will be in writing and will be deemed
assignee entity agrees to be bound by the terms and conditions of this to have been duly given when received, if personally delivered; when receipt
Agreement. Furthermore, Apollo shall have the right to assign its right to is electronically confirmed, if transmitted by facsimile or e-mail; the day after
receive payments hereunder. it is sent, if sent for next day delivery by recognized overnight delivery
service; and upon receipt, if sent by certified or registered mail, return receipt
requested.
8.3 Both parties agree that this Agreement is the complete and exclusive
statement of the mutual understanding of the parties and supersedes and
cancels all previous written and oral agreements, communications and other 8.7 This Agreement shall be governed by the laws of the State of
understandings relating to the subject matter of this Agreement, and that all Massachusetts without regard to its conflict of laws provisions. The Customer
waivers and modifications must be in a writing signed by both parties, except irrevocably submits to the exclusive jurisdiction of any federal or state court
as otherwise provided herein. sitting in Massachusetts, over any suit, action or proceeding arising out of or
related to this Service Agreement. The Customer irrevocably waives, to the
fullest extent it may effectively do so under applicable law, any objection it
8.4 No agency, partnership, joint venture, or employment is created as a may now or hereafter have to the laying of the venue of any suit, action or
result of this Agreement and Customer does not have any authority of any proceeding brought in any such court and any claim that the same has been
kind to bind Apollo in any respect whatsoever. brought in an inconvenient forum.
Appendix A – Start Up and Ongoing Costs
A) Start Up and Ongoing Costs
Your initial investment and ongoing costs of this full e-commerce enabled business are as follows:
Web Site Development and Account Set Up. $1,499. This fee includes complete development and
account set up of a web site using the Apollo Software E-Commerce technology, branded with your
own web site address (URL), POP email accounts and custom graphics. A NEWLY ADDED SEO
TOOLS PACKAGE * your website will be optimized for search engines. This development fee also
includes a detailed walk-through of the administrative features after your web site is completed. Any
technical support required after completion of site will be billed at our current tech support hourly
rates. We also have a financing option available where you can pay $299 upfront and then make 6
monthly payments of $349 (which includes your first 6 months hosting fees).
Ongoing Monthly Fees. You will be billed $100 per month for hosting and product database
maintenance. If you are utilizing the financing option, this billing will start in the 7th month of the
contract.
Ongoing Website fees. In addition to the monthly hosting and product database maintenance fee
(above), the following charges will be billed to you each month:
Secure Payment Transactions: $0.10 per transaction
Data Storage & Transfer: Your Healthy Commerce Online Store includes an unlimited number of web
pages and product pages as well as 10 GB of Average Monthly Disk Storage + Total Monthly Data
Transfer (which is more than enough for most web sites). To the extent that your Average Monthly
Disk Storage + Total Monthly Data Transfer exceeds 10 GB, we charge you $2 per additional GB each
month.
Your Healthy Commerce Online Store utilizes the most advanced security systems for your online
payment transactions, and this fee covers the costs related to securely passing payment information to
and from your payment processing bank, and storing your customer’s payment information in an
encrypted, CISP Compliant data center.
991216
Page 4 January 30, 2011
AUTHORIZATION OF ACH TRANSFERS
I,_________________________ as a signer of the bank account in the name
of ________________________________________.
Hereby authorize Apollo Software, Inc. to initiate ACH charges against this
account for payments relating to services provided by Apollo Software, Inc.
________________________ __________________
Authorized Signature Date
Phone Number _________________
PLEASE
LIST THE BANK ROUTING NUMBER (9 DIGITS) AND ACCOUNT
NUMBER OF A CHECKING ACCOUNT
OR ATTACH A COPY OF A CHECK FROM THIS ACCOUNT
and fax this document to 508 393 8435
991216
Page 5 January 30, 2011
AUTHORIZATION TO CHARGE A CREDIT CARD
I,_________________________ as the authorized user of Credit Card:
Name as it appears on the card: _____________________________
Credit card number : __________________________
Credit card expiration date: _____ / ______
Credit card security code: __________ (3 digits - found on back of credit
card)
Address to which the credit card billing statement is sent:
Street: ________________________________________________
City/Town: ________________________________
Zip Code: ______________
Phone number: _______________
Country if not USA: _________________________
Hereby authorize Apollo Software, Inc. to initiate charges against this credit
card account for payments relating to services provided by Apollo Software,
Inc. per the attached Service Agreement.
________________________ __________________
Authorized Signature Date
PLEASE
Fax this document to 508 393 8435
991216
Page 6 January 30, 2011
991216
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