These Afinety Service Specific Terms (these “Service Specific Terms”) are between Afinety, Inc., a (“Afinety”) and the entity that signs a Transactions Document (an “Order”) that incorporates these Service Specific Terms by reference (“Client”) and is effective as of the Effective Date listed on the Order.
These Service Specific Terms, together with the Order in which they are referenced, Master Services Agreement, and other documents referenced in that Order are, collectively, the “Agreement” as that term is used in the Master Services Agreement. Capitalized terms used in these Service Specific Terms and not otherwise defined have the meaning given in the Master Services Agreement.
1. Implementation and Go Live Date.
Afinety shall configure the Application Environment Services in accordance with the Order within the time stated in the Order, of if no time is stated, within a reasonable period of time. Afinety’s time for implementation is extended by any delay resulting from Client’s failure to provide information, assistance or interim testing as reasonably requested by Afinety. The “Go Live Date” is the date that the implementation is complete and Customer is authorized by Afinety to use the Application Environment Services for production purposes. Monthly recurring fees apply from the Go Live Date, provided that Afinety may begin charging the recurring fees prior to the Go Live date if it is not able to complete the implementation within 90 days from the Order signing date due to Client’s delay.
2. Application Environment Services.
Unless otherwise expressly excluded in the Order, the Application Environment Services covered by the Order include the following:
- a virtual private cloud which consists of virtual servers, workspaces and related infrastructure;
- virus protection and monitoring for all server infrastructure; and
- data backups.
Application Environment Services do not include: licensing (unless otherwise expressly agreed in the Order), Client’s Internet or local network services, or mobile device management.
Support is defined in more detail in the Description of Support attached as Appendix SUP to the Order.
For clarity, Support covers the application environment and not the use of the hosted Applications. Client should contact the Application vendor for Application support.
Unless otherwise agreed in the Order, Support does not cover hardware or mobile devices or mobile application support. Afinety may agree to provide support for these issues as a Supplemental Service for its then-current hourly rate for those Services, plus travel expenses, if applicable.
Afinety is not obligated to provide Support where the request is the result of any of the following but may do so, at its option, as a Supplemental Service for its then current hourly rate: (i) Client’s refusal to implement security patches or error corrections; (ii) Client’s failure to use the Services in accordance with the applicable terms of the Agreement, the Documentation or reasonable instructions provided by Afinety, (iii) failure or fault of third party technology (including hardware) other than the Applications, even if Afinety provides a supported integration for the third party technology; (iv) alterations of the hosted environment by anyone other than Afinety; or (v) requests that require detailed or specialized attention different in kind or amount from those provided to Afinety’s other clients using the same services.
4. Maintenance, Changes.
4.1 Maintenance Windows, Emergency Maintenance.
The “Maintenance Window” is a period established by joint agreement of Afinety and Client during which Afinety is authorized to make changes to the application environment, such as implementation of software updates and configuration changes. Client acknowledges that its Applications and Client Data may be unavailable during a Maintenance Window. Afinety and Client may establish a regular recurring Maintenance Window as well as specific Maintenance Windows for specific changes. Afinety shall not perform maintenance that may result in Application or Client Data unavailability outside of an agreed Maintenance Window except to address an urgent service or security issue. Afinety shall give as much notice as is reasonably practical of unavailability due to emergency maintenance.
4.2 Infrastructure Changes.
Afinety or its Cloud Infrastructure Services Provider may make changes to the application environment from time to time to resolve services issues or enhance performance. If the implementation of an application environment change is reasonably expected to result in a period of Application unavailability outside of a Maintenance Window, Afinety shall give as much advance notice of the implementation as is reasonably practical under the circumstances.
4.3 Client Change Requests.
Afinety shall make agreed changes to the application environment at the agreed time. Client may request changes by submitting a Support request. Afinety may require Client to execute a Change Order if the change involves the addition of Applications to the environment, a significant reconfiguration of the environment, or other significant changes. Afinety may invoice its hourly rate for Supplemental Services for the time to required to implement a Client-requested change.
5. Backup Services.
Unless otherwise expressly stated in the Order, backups are conducted in accordance with the following schedule:
- initial full backup on Go Live date;
- daily backups Monday through Saturday;
- Maintain each Tuesday through Saturday backup for 6 days;
- Maintain each Monday backup for four weeks.
Unless Client purchases archiving services, Afinety destroys data backups as follows:
- Tuesday through Saturday backups: Destroyed the day prior to the next weeks backup (one week after the backup has taken place);
- Monday backups: Destroyed the day after the next backup (the fifth week after the backup has taken place).
Backups are designed to restore Client Data to the Application from which they originated, and may not be useful outside of that Application environment. Depending on the type of Client Data and Client’s specific system configuration, Afinety may require several attempts to successfully implement back up services. Client agrees to cooperate with Afinety’s reasonable requests for testing and iteration of the backup services, both on initial implementation and in connection with Client’s changes to its environment. Client understands that the amount of storage in use will change over time. Once the remaining allocated storage falls below 10%, Afinety will automatically increase the client’s storage by 500GB. The client will be billed for that increase on the next billing cycle.
6. Restoration Requests.
On Client’s request Afinety shall restore data from data backups, provided that Client first uses reasonable efforts to restore data using any self-service restoration features offered by Afinety. Afinety may charge its hourly rate for Supplemental Services for data restoration. Afinety shall use commercially reasonable efforts to restore data within the time frame reasonably requested by Client.
7. Disaster Recovery.
If the Order includes disaster recovery services, Afinety shall, as a Professional Service, configure those services in accordance with the instructions of the applicable Cloud Infrastructure Provider. If the Cloud Infrastructure Provider fails to meet a warranty or other service commitment with respect to the Disaster Recovery Service, Afinety shall use commercially reasonable efforts to recover any warranty breach remedy or other remedy that may be available from the Cloud Infrastructure Provider, and shall pass that remedy through to Client if received. Otherwise, Afinety does not make any representations or warranties with respect to disaster recovery services.
Afinety has no obligation to accept returns of hardware or Application licenses on Client’s behalf. Afinety has no obligation to refund any prepaid fees for unused Services unless the Agreement is terminated by Client for Afinety’s breach and the Client requests a refund of the fees within sixty (60) days of termination.
This version applicable for agreements after 7/1/2021