Last updated: December 1, 2018

This Software as a Service Agreement (the “Agreement”) is entered into by and between Idiotware, Inc. ("Idiotware", "Service Provider") and the organization or individual agreeing to the terms of this Agreement (the "Customer"). This Agreement shall be effective on the earliest of (a) the date Customer clicks a button indicating its agreement with the terms of this Agreement; (b) Customer entering into an Order Form or similar form referencing or otherwise incorporating this Agreement; or (c) Customer’s use of the Service (the “Effective Date”). If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you represent that you have the power and authority bind that organization to this Agreement.

1 Grant of License to Access and Use Service

Service Provider hereby grants to Customer, including to all Customer’s Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide subscription to access and use the IdiotSimple software (the “Service”) solely for Customer's internal business operations.

2 Subscription Fees

Customer shall pay Service Provider a subscription fee for use of the Service under this agreement provided as defined in the pricing table below (the "Subscription Fee"). Subscription fees will remain constant during the Term of the Agreement.

3 Term

The initial term (“Initial Term”) of the Agreement will commence on the Effective Date and will terminate on the 1st anniversary of the Effective Date. Each 12-month period after the Effective Date will be defined as a “Service Year” (e.g. months 1-12 will constitute Service Year 1 and months 13-24 will constitute Service Year 2, etc). Following the expiration of the Initial Term, the Agreement shall automatically renew for the next Service Year at the latest monthly subscription fee schedule, until such time as either party provides thirty (30) days written notice to the other party of its intent to cancel the Agreement. The Initial Term may be renewed (a “Renewal Term”) upon mutual agreement of the parties in writing.

4 Payment

Customer shall pay the Subscription Fee to Service Provider

1. at the commencement of the service period,
2. using one of the following payment methods,
   • ACH
   • Credit Card
   • Check
3. Customer is responsible for any payment related fees (e.g. insufficient funds)

5 Taxes

Customer’s fees under this Agreement exclude any taxes or duties payable in respect of the Service in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Service Provider, Customer must pay to Service Provider the amount of such taxes or duties in addition to any fees owed under this Agreement.

6 Interest on Late Payments

Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1% per month (12.68% annually) or the maximum allowed by Law, whichever is less.

7 Support Services

7.1 Standard Support. Service Provider will provide standard support services as part of the Agreement as long as Customer account is in good standing. Service Provider shall provide Customer with a mechanism within the Service to submit support tickets generally available seven (7) days a week, twenty-four (24) hours a day.

7.2 Premium Support. Service Provider will offer premium support services under a separate agreement in addition to this Agreement for customers who wish to add direct email and phone support for up to two (2) customer contacts.

8 Service Levels

8.1 Applicable Levels. Service Provider shall provide the Service to Customer with a System Availability of at least 99% during each calendar month.

8.2 System Maintenance. Service Provider may

• perform system deployments to upgrade, enhance or fix the Service at its discretion without prior notice to Customer although such deployments will take place outside of normal business hours and the Service will generally remain available, and
• take the Service offline for maintenance that it provides Customer the schedule for in writing, and
• change its schedule of maintenance one month written notice to Customer

8.3 System Availability Definition.

• Percentage of Minutes per Month. "System Availability" means the percentage of minutes in a month that the Service is operational.
• Not Included in System Availability. System Availability will not include any minutes of downtime resulting from
  • system maintenance,
  • events of force majeure,
  • malicious attacks on the system,
  • issues associated with Customer's computing devices, local area networks or internet service provider connections, or
  • Service Provider's inability to deliver the Service because of Customer's acts or omissions.

9 Data Protection

Service Provider shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the Customer's data.

10 Data Privacy

Service Provider does not collect any data that is not used for the benefit of the Customer’s use of the Service. Service Provider will not share any data provided by Customer with any third party unless compelled to do so by a court of law.

11 Statistical Information

Service Provider may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service, but only if such information does not identify the data as Customer's or otherwise include Customer's name.

12 Representations

12.1 Mutual Representations

• Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
• Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
• Execution and Delivery. The parties have duly executed and delivered this agreement.
• Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
• No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.
• No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under
  • its articles, bylaws, or any unanimous shareholders agreement,
  • any Law to which it is subject,
  • any judgment, Order, or decree of any Governmental Authority to which it is subject, or
  • any agreement to which it is a party or by which it is bound.
• Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to
  • own, lease, and operate its properties, and
  • conduct its business as it is now carried on.
• No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
• No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

12.2 Service Provider's Representations

• Ownership. Service Provider is the exclusive legal owner of the Service, including all Intellectual Property included in and granted under the Service.
• Status of Licensed Intellectual Property. Service Provider has properly registered and maintained all Intellectual Property included in and granted under the Service and paid all applicable maintenance and renewal fees.
• No Conflicting Grant. Service Provider has not granted and is not obligated to grant any license to a third party that would conflict with the Service.
• No Infringement. The Service does not infringe the Intellectual Property rights or other proprietary rights of any third party.
• No Third-Party infringement. To Service Provider's Knowledge, no third party is infringing the Service.

13 User Obligations

13.1 Hardware Obligations. Customer shall be responsible for

• obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and
• paying all third-party access charges incurred while using the Service.

13.2 Anti-Virus Obligations. Customer shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses").

• Service Provider has the right to cancel any agreement where the Customer does not maintain proper precautions.

13.3 Customer's Use of Service. Customer shall

• abide by all local and international Laws and regulations applicable to its use of the Service,
• use the Service only for legal purposes, and
• comply with all regulations, policies and procedures of networks connected to the Service.

14 Restricted Uses

Customer will not

• upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service,
• modify or attempt to modify, disassemble, decompile or reverse engineer the Service,
• probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service,
• take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service,
• copy or reproduce the Service,
• access or attempt to access or use any other clients' or their users' data through the Service,
• maliciously reduce or impair the accessibility of the Service,
• use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material, or
• transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability, or
• Utilize the service where such utilization would constitute a crime.

15 Confidentiality

Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.

15.1 Any of Service Provider’s technology and any performance information relating to the Service will be deemed Service Provider’s Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will

• hold in confidence and not disclose any Confidential Information to third parties and
• not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement.

15.2 The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 15 Confidentiality and that the Receiving Party remains responsible for compliance by them with the terms of this Section 15 Confidentiality. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document:

• was rightfully in its possession or known to it prior to receipt of the Confidential Information
• is or has become public knowledge through no fault of the Receiving Party
• is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation or
• is independently developed by employees of the Receiving Party who had no access to such information

15.3 The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party.

15.4 The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.