Alauras Software - Your Partner in Software Solutions

ALAURAS SOFTWARE, LLC

TERMS OF SERVICE FOR ALAURAS SOFTWARE

1. ATTENTION! THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING ON CUSTOMER UPON EXECUTION OF THE ALAURAS SOFTWARE 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 Service, 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 Service, Customer must have or must obtain high speed 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. E-mail And Notices. Customer agrees to provide Alauras with Customer’s e-mail address, to promptly provide Alauras with any changes to Customer’s e-mail address, and to accept emails (or other electronic communications) from Alauras at the e-mail address Customer specifies. Except as otherwise provided in this Agreement, Customer further agrees that Alauras may provide any and all notices, statements, and other communications to Customer through either e-mail or posting on the Service.
2.3. Passwords, Access, And Notification. Customer may designate up to the number of users under Customer’s account, which corresponds to the number of Seats purchased by Customer, and Customer may provide and assign unique passwords and user names to each authorized user for each Seat purchased. 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 e-mails or otherwise entered electronically through the Service or under Customer’s account. Alauras 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 Alauras if Customer becomes aware of any loss or theft or unauthorized use of any of Customer’s passwords, user names, and/or account number.
2.4. Customer’s Lawful Conduct. Customer shall not license, rent, sell, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Service available to any third party other than an authorized user, including but not limited to, creating Internet Links to the Service which include log-in information, including but not limited to, user names, passwords, secure cookies, and/or “mirroring” or “framing” any part of the Service. 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 Alauras. Neither Customer, nor someone acting on Customer’s behalf, will use the Service to target for solicitation any Alauras customers for purposes of providing any competitive product. Customer will ensure that any use of the Service by Customer’s employees (or users) is in accordance with the terms and conditions of this Agreement.
2.5. 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 Alauras. Until notified otherwise by Alauras, Customer agrees to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by Alauras and to follow logon procedures for services that support such protocols. Customer acknowledges that Alauras 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 Alauras or telecommunications facilities, including, but not limited to, the Internet.
2.6. 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 Service. Customer expressly consents to Alauras’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 Alauras. 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 Alauras 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 Alauras.
2.7. Alauras’s Support. Alauras will make commercially reasonable efforts to promote Customer’s successful utilization of the Service, including but not limited to providing Customer with User Guides, Knowledge Base and online help, as well as optional and “for fee” training classes. Alauras also offers customer support and professional services consultation. Customer acknowledges that Alauras has extensive experience helping Customers improve utilization and realization of benefits of the Service, and that not following the advice of Alauras in these areas may substantially undermine Customer’s successful utilization of the Service. Customer agrees to have a responsible administrator for the Alaruas products who will act as the first line of support.
2.8. Proprietary Rights. Customer acknowledges and agrees that the Service and any necessary software used in connection with the Service 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 Service or by advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
2.9. Trademark Information. Alauras, Alauras Development, the Alauras logo, Alauras CRM, the Alauras CRM logo, and other Alauras service marks, logos and product and service names are marks of Alauras (the “Alauras Marks”). Customer agrees not to display or use the Alauras Marks in any manner without the owner’s express prior written permission.
2.10. 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). Alauras will restrict its employees’ access to Customer’s Confidential Information to only those employees necessary to successfully provide the Service. Alauras 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 Alauras 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 2.10 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.
2.11. Storage Limits. Alauras currently limits the amount of database storage to 25GB. Any customers using database storage in excess of this limit may be charged additional fees.

3. Warranties.
3.1. Service Level Warranty. Alauras warrants during the Term of this Agreement that the Service will meet the service levels outlined in Exhibit A hereto in any month. In the event that Alauras fails to meet the service levels outlined in Exhibit A hereto, Customer’s sole and exclusive remedy is that Alauras will provide Customer with a credit as described in Exhibit A, which is hereby incorporated by reference. Any credit is expressly conditioned upon Customer providing Alauras written notice of such failure sent to billing@alaurassoftware.com by the tenth day of the month following such service level failure.
3.2. Security, Data Maintenance And Backup Warranty. Alauras warrants during the Term of this Agreement that Alauras will use commercially reasonable efforts to ensure that Customer’s Data will be safeguarded and maintained accurately. Alauras also warrants that it will, at a minimum, utilize and maintain security and backup procedures as listed in Exhibit B hereto (and hereby incorporated by reference) to protect Customer Data. In the event of a breach of this provision, Alauras 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 Alauras 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 Service but which use has not yet been furnished by Alauras as of the date of such termination.
3.3. Non-Infringement Warranty. Alauras warrants that it is the sole owner and has full power and authority to grant the license and use of the Service and other rights granted by the Agreement to Customer with respect to the Service and that neither the performance by Customer in its utilization of the Service, nor the license of and authorized use by Customer of the Service as described herein will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, or other rights of any third party.
3.4. Other Warranty. Alauras warrants that the Service 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, ALAURAS 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 ALAURAS. 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 ALAURAS IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY ALAURAS 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 Service, 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 Service and that, were Alauras 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. Alauras 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 Service; provided that Customer (a) promptly gives Alauras notice of the claim, suit, action, or proceeding; (b) gives Alauras sole control of the defense and related settlement negotiations; and (c) provides Alauras with all reasonably available information and assistance necessary to perform Alauras’s obligations under this paragraph. If the Service is held to infringe any intellectual property right, Alauras 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 Service with a non-infringing Service. Provided that Alauras complies with this Section 6.1, Customer shall have no remedy against Alauras, 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 Service but which use has not yet been furnished by Alauras as of the date of such termination.
6.2. Disclosure Of Customer Data. Alauras 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 Alauras’s gross negligence in preventing unauthorized access to confidential Customer data, or Alauras’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, Alauras 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 Alauras’s breach of Section 2.10 of this Agreement (which breach that does not rise to the level of gross negligence in preventing unauthorized access to confidential Customer Data or Alauras’s willful disclosure of such confidential Customer Data as described in Section 6.2). Alauras’s indemnification obligations under this Section 6.2 are expressly premised upon Customer (a) promptly giving Alauras notice of any such third party claim, suit, action, or proceeding; (b) giving Alauras sole control of the defense and related settlement negotiations; and (c) promptly providing Alauras with all reasonably available information and assistance necessary to perform Alauras’s obligations under this Section 6.2. Provided that Alauras complies with this Section 6.2, Customer shall have no remedy against Alauras, 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 Service but which use has not yet been furnished by Alauras as of the date of such termination.
6.3. Customer’s Indemnity. Customer shall defend and hold Alauras 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 Alauras 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, (ii) arising out of any illegal use by Customer of the Service, (iii) arising out of a breach by Customer of any law or regulations, or (iv) arising out of Customer’s breach of Section 2.5 and 2.10 above, provided that Alauras (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. Alauras reserves the right to suspend Customer’s access and/or use of the Service for any accounts for which any payment is due but unpaid but only after Alauras has provided Customer three (3) e-mail notices over no less than a thirty (30) day period. Customer agrees that Alauras shall not be liable to Customer nor to any third party for any suspension of the Service resulting from Customer’s nonpayment of fees as described in this Section 7.1.
7.2. Suspension For Ongoing Harm. Customer agrees that Alauras may with reasonably contemporaneous telephonic notice to Customer suspend Customer’s access to the Service if Alauras reasonably concludes that Customer use of the Service is causing immediate and ongoing harm to Alauras or others. It is difficult to ascertain all of the circumstances that could give rise to suspension, but an example could be, without limitation, Customer's illegal use of the Service. In the extraordinary event that Alauras suspends Customer’s access to the Service, Alauras will use commercially reasonable efforts to resolve the issues causing the suspension of Service. Customer agrees that Alauras shall not be liable to Customer or to any third party for any suspension of the Service 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 Service. If this Agreement is terminated as a result of a breach on Alauras’s part, Alauras shall refund the pro rata portion of any fee that may have been paid by Customer for the portion of the Service 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 Service, Alauras 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 Service with Alauras terminates, Alauras will grant Customer temporary, limited access to the Service 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 Alauras. Customer further agrees that Alauras shall not be liable to Customer or to any third party for any termination of Customer access to the Service or deletion of Customer Data, provided that Alauras is in compliance with the terms of this Section 7.4.

8. Modification To Or Discontinuation Of The Service. Alauras reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof). In the event that Alauras modifies the Service in a manner which removes or disables a feature or functionality on which Customer materially relies, Alauras, at Customer’s request, shall use commercially reasonable efforts to substantially restore such functionality to Customer. In the event that Alauras 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 Service which was paid for by Customer but not yet furnished by Alauras as of the date of such termination. Customer acknowledges that Alauras reserves the right to discontinue offering the Service at the conclusion of Customer’s then current Term. Customer agrees that Alauras shall not be liable to Customer or to any third party for any modification of the Service as described in this Section 8.

9. Modification To The Terms Of Service. Alauras reserves the right at any time and from time to time to modify these Terms of Service.

Exhibit A - SERVICE LEVEL AGREEMENT
Alauras conducts maintenance and upgrades during scheduled times. The scheduled time for maintenance and upgrades is Friday and Saturday nights from 10 p.m. to 3 a.m. PST/PDT. Alauras does not perform these upgrades during the first or last weekends of each month. Outside of this time Alauras, Inc. guarantees 99% uptime. If in a calendar month these uptime commitments are not met, Alauras shall credit Customer with up to one month of fees. Credit or refund shall include amounts for License fees and customer support. Alauras reserves the right on approximately a quarterly basis to issue new releases in which Alauras adds functionality to the Service. Customer acknowledges that these periodic major releases can take several hours to complete. In the event that Alauras in its sole discretion determines that any unscheduled maintenance is necessary Alauras will use commercially reasonable efforts to notify Customer.

Exhibit B - SECURITY
Security Overview
Alauras's security strategy is to protect Customer data at multiple levels, which includes data security, data integrity, and data privacy. Alauras currently uses products by Microsoft, Cisco Systems,, Symantec, Veritas, and Network Associates. To ensure the privacy, security, and availability of Customer data and transactions, Alauras employs the following technologies in delivering its service.

Secure Data Center
Encrypted User Authentication
Internet Firewalls
Network Translation and Proxy Services
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

Data Center Security
Alauras's production systems are located in one of the leading co-location facilities in the United States. Production web, application, and database servers along with network equipment are housed in a suite at the co-location facility which provides 24x7security. To access the suite there are several levels of security that must be passed where each entry point provides state of the art card readers, scanners, and other access devices. Access to the facilities requires photo, encoded ID, and palm print.
Network Security
Alauras's network is protected by redundant firewalls and monitored for unauthorized access. Firewall logs are constantly monitored, and the logs are reviewed on a regular basis. Leading-edge firewall equipment has been chosen to protect the network. The network has been architected to be highly reliable and redundant. If a router, load balancer, or firewall should fail, there is redundancy built in that would allow failover to take place, without causing a loss of service to our customers.
Data Security and Availability
Alauras uses 128-bit domestic and 64 bit international SSL encryption to protect the customer's data as it leaves our site. Alauras uses ssh encryption via RSA (ssh1) and DSA (ssh2) public keys for communication between servers. Databases are protected by firewalls against unauthorized usage. Alauras's OS and databases do not share the same passwords. Database users are restricted to a controlled list; individual activities are restricted, logged and monitored. Data is stored on highly redundant storage systems. The Oracle DB servers are configured in either a RAID 5 or RAID 1 (mirror) configuration. The main data, and archive and redo logs are written not only to this primary storage sub system on the server, but also written to network attached storage. The network attached storage has its own redundancy and is configured for cluster failover. Each customer owns his/her data and can export it from Alauras, and the administrator user can export at any time. Customers can export their data from Alauras by doing a CSV or IIF export.
Secure Application Access
Alauras's users access the application using password authentication which is encrypted via 128-bit SSL. The robust design of the application prevents a customer from accessing another customer's data. There are several layers of protected servers that stand between the web page where the customer logs in and the actual data.
System Security
Alauras uses tightly controlled passwords on its servers and network equipment. Alauras limits access to production systems to authorized personnel only. Passwords are changed on a regular basis. Security updates to the operating systems are tracked and updated as necessary.
System Reliability
Alauras looks at its application as well as the infrastructure as a tightly integrated system. All aspects of the system are designed to be reliable to ensure continued availability in the event that a component fails. All web and application servers are configured in a redundant manner. Alauras has spare servers ready to deploy at a moments notice in the event of an equipment failure. The networking equipment is also configured in a manner to permit replacement equipment to be available within a few hours. Alauras chooses equipment of the highest quality to power our application. Alauras has in place an expert team to provide services for server and network management, monitoring, backups, and other necessary maintenance. System administrators respond to monitoring alerts 24x7 and repair critical failures immediately.
Data and Backups
Customer data is stored on a server that is configured with RAID 5 or RAID 1 (mirror) redundancy. In the event of a disk failure, the customer will not experience an interruption of service. In addition to the server configured with RAID 5 or RAID 1, data is also stored on network attached storage which has its own built in redundancy, thus providing an extra layer of data protection. All customer data is automatically backed up daily to a tape library system. Tapes are taken offsite to a secure location that is designed to safeguard tapes under almost any environmental condition. The offsite facility exceeds industry storage requirements and is 100 miles away from the data center. Unless Customer provides written approval, Alauras shall not update or provide any maintenance upgrades or updates to the systems during the last week or first week of any calendar quarter.