This LightWay Software as a Service Agreement (SaaS) is a legal agreement between you (either an individual or a single entity) and LightWay Media Solutions, Inc. for software hosting services (Services) that you purchase in connection with LightWay Software (Archive Manager, ClientConnection, and all other LightWay affiliated software, including but not limited to, software that LightWay provides on behalf of a third party). YOU AGREE TO BE BOUND BY THE TERMS OF THIS SAAS AGREEMENT WHEN YOU PURCHASE AND USE SOFTWARE HOSTING SERVICES AND/OR LIVE AND ON-DEMAND AUDIO/VIDEO STREAMING SERVICES, AND/OR WEB SITE DEVELOPMENT/WEB SITE HOSTING FROM LIGHTWAY MEDIA SOLUTIONS, INC. and or any of its affiliates, representatives, or employees acting on behalf of the organization.
LightWay Media Solutions, Inc. to be hereafter referred to in this document as "LightWay".
By way of this Software as a Service Agreement, you agree to allow LightWay to host LightWay Software, which you have paid for, at its data center. Your receipt of Services is in accordance with the terms of the SaaS in effect at the time of such Services. By securing Services, you accept and agree to the SaaS in effect at such time.
Service and Network Availability
- Maintenance Windows: LightWay will set forth a standard maintenance schedule to maintain and update all hosting servers. The standard maintenance windows will be published on LightWay's web site. In case of emergency maintenance requirements, LightWay will make efforts to announce such maintenance windows at least 24 hours in advance of emergency maintenance, but in no event less than 12 hours prior to scheduled maintenance.
- If you experience a Service outage and are unable to access the Services, you must immediately contact LightWay support and notify LightWay of the service outage, providing any/all necessary information that may assist LightWay's technical support in determining the cause of the outage. LightWay will determine whether the outage or failure was within LightWay's reasonable control. If LightWay determines that a service outage was attributable to LightWay, then LightWay will credit you 1-day of Service fees for every 2 hours of down-time you experienced, up to a maximum of half of that month's Service fees. LightWay will have no other liability to you for failure to provide the guaranteed network availability.
- Third Party Network Availability: LightWay does not guarantee network availability between the customer and the LightWay hosting servers as network availability can involve numerous third parties and is beyond the control of LightWay. LightWay will not be liable for any down-time caused by its data center provider nor for any down-time that you experience as a result of your own network connectivity issues.
Information Security, Storage, and Backup
- Information Security: LightWay will make commercially reasonable efforts to provide and maintain a secure environment for your stored data/information at LightWay's data center(s). In the unlikely event of a security breach of your data/information, your exclusive remedy will be limited to a refund of 1-month of Service fees. You understand and agree to assume the risk of any such security breach and agree to hold LightWay harmless therefrom.
- Data Storage: Customer data is stored in a relational database file on hosted servers and it is backed up on a nightly basis. LightWay shall maintain your data/information for a period of ten (10) business day after receiving a cancellation of Services notice from you.
- Data Backup: LightWay will backup data on a nightly basis. Your data will be backed up onto a machine separate from the machine servicing your data. Backed up data will also be transferred to a remote location for additional safe-keeping. In the unlikely event of a disaster in which all sets of backup data are also unrecoverable, LightWay's sole liability will be to provide you with a refund of one (1) month of Service fees.
- Return of Data: Should you wish to obtain a raw copy of your database from LightWay, you may do so by paying a small fee and communicating your request to LightWay prior to or in conjunction with termination of Services.
Support and Announcements
- Support: LightWay support is provided via email (support@lightwayms.com). Telephone support may be available at LightWay's discretion and based on availability of telephone support personnel. Please contact LightWay for additional details.
- Announcements: From time to time, LightWay may make announcements to customers, including all users of the Services. Such announcements will typically be made through the software Service itself. If you do not log in to the Services, it is possible that you might miss such announcements. LightWay will not be responsible for your failure to make yourself aware of any such announcements.
Service Fees
- Service Fees: You agree to pay for such Services on a timely basis and in accordance with payment terms and contract duration set forth in the LightWay Invoice. Your failure to make timely payment for Service fees shall result in LightWay first suspending your account and subsequently deleting your data/information from its servers after 30 days when the Service fee due date has passed.
DISCLAIMER OF WARRANTIES: LightWay disclaims all warranties concerning the Services and any support, express, implied, or statutory, including without limitation, any warranties, duties or conditions of merchantability or fitness for a particular purpose, warranties of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence. LightWay does not warrant that the Services will be uninterrupted, secure, or backed up. Additionally, LightWay and its suppliers provide the Services AS IS AND WITH ALL FAULTS. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR CORRESPONDENCE TO DESCRIPTION WITH REGARD TO THE SERVICES.
NO LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIGHTWAY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR LOSS OF DATA, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES OR INFORMATION, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OF LIGHTWAYOR ANY SUPPLIER, AND EVEN IF LIGHTWAY OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Consent to Use of Data: You agree that LightWay and its affiliates may collect and use technical information gathered as part of any support provided to you in relation to the Services. LightWay may use this information solely to improve LightWay support and Services or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
- Additional Services: This SaaS applies to Service updates, supplements, or Internet-based Services components that LightWay may provide to you or make available to you after the date you purchase Services from LightWay, unless LightWay provides other terms along with the updates, supplements, or Internet-based Services components. LightWay reserves the right to discontinue any Internet-based Services provided to you or made available to you.
- Applicable Law: This SaaS is governed by the laws of the State of Massachusetts, excluding that body of law applicable to choice of law. Any legal action or proceeding relating to this SaaS shall be instituted in a state or federal court in Norfolk County, Massachusetts. LightWay and you agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such action or proceeding. The prevailing party in any action to enforce this SaaS will be entitled to recover its attorney fees and costs in connection with such action.
- Assignment: You may not assign this SaaS or your rights, obligations or interest under this SaaS, except with the prior written consent of LightWay.
- Waiver: The failure of either party to enforce any of the terms of this SaaS shall not be construed as a waiver of future enforcement of that or any other term.
- Termination: Without prejudice to any other rights, LightWay may terminate this SaaS if you fail to comply with the terms and conditions of this SaaS. In such event, you must stop using the Services and will not be entitled to any refund of monies. LightWay may take legal and/or equitable action against you for any breach of this SaaS.
- Notices: Any notice given under this SaaS shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by courier to the addresses set forth in the Invoice. Notice is deemed received upon verification of delivery.
- These terms and conditions are subject to revision at any time. You will be transmitted one copy of any revisions via e-mail within (72) hours of any revisions.
Last Revised: April 1, 2017