SOFTWARE AS A SERVICE (“SAAS”)

TERMS AND CONDITIONS (“TERMS AND CONDITIONS”)


These Terms and Conditions are entered into by your organization (“Client” or “You”) and ConnectWise.
  1. Definitions.
    The following definitions shall apply:
    “Available Functionality" means the application functionality which is generally available and provided by ConnectWise as part of the Service as such program(s) is described on the applicable ConnectWise website.
    "Confidential Information" means the Available Functionality, the User Guide, the Service, Client Data, and any other information, maintained in confidence by the disclosing party, whether communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and any information that by its form, nature, content or mode of transmission would, to a reasonable recipient, understand to be confidential or proprietary.
    “ConnectWise” means the local ConnectWise Entity with which Client is entering into these Terms and Conditions and/or the Transaction Agreement.
    “Effective Date” means the date Client signs up for the Service.
    “End Date” means the date Client subscription to the Service expires or is terminated earlier in accordance with the terms set forth herein.
    “Maintenance Service” means the maintenance and support services provided by ConnectWise pursuant to the relevant On Demand support services policy and descriptions located at the applicable ConnectWise website.
    “Malicious Code” means any harmful program, code or device incorporated into the Service, when operated in its intended manner, the result is (i) corruption of data stored or processed by the Service or deactivation or disabling of the Service or other hardware or software; or, (ii) the cessation of processing by the Service, or other hardware or software.
    “Client” means the legal entity identified on the relevant Transaction Agreement that enters into the Terms and Conditions with ConnectWise.
    “Client Data” means all electronic data or information provided by Client to the Service or subsequently retrieved by Client from the Service.
    “Production” means the “live” environment of the Service provided by ConnectWise and/or ConnectWise’s third party provider to Client.
    “Service” means the provision by ConnectWise or a third party provider of an online, web-based version of the Available Functionality for access to and usage by Client as described in the User Guide. Any service or material provided by ConnectWise hereunder may be provided by a third party provider(s). The Service is provided on a subscription basis. Included in the subscription fees are the Maintenance Services.
    “Service Level Terms and Conditions” or “SLAs” means the measurements and service levels set forth in Exhibit A, designed to provide an objective measurement of ConnectWise’s performance of the Service.
    "Support website" means the ConnectWise Internet website, https://www.ConnectWise.com/Support as updated from time to time.
    “Term” means the initial term between the Effective date and the End Date.
    “Transaction Agreement” means the applicable online order form(s) or other ordering document accepted by ConnectWise for the Service that is licensed to Client.
    “User Guide” means the online user manuals for the Service and for the Available Functionality accessible via the Support website.

  2. Provision of the Service, Additional Authorized Use and Different Level of Service.

    ConnectWise agrees to provide the Service to Client in accordance with these Terms and Conditions. Client acknowledges and agrees that its Service subscription is not contingent upon the delivery of any future functionality or features. ConnectWise hereby provides Client a non-transferable and non-exclusive right to access and use the Service for the sole purpose of supporting its internal business operations. The number and type of Authorized Use for the Service and associated fees due and payable are set forth on the Transaction Agreement. Additional Authorized Use, or a different level of Service, if available, shall require an additional Transaction Agreement or Amendment to the original Transaction Agreement to be submitted to ConnectWise together with payment of the applicable additional fees.

    ConnectWise may replace the Available Functionality that is generally available to customers of ConnectWise with alternative, materially similar, functionality which functionality shall thereafter be considered as the Available Functionality. From time to time, additional functionality may be offered by ConnectWise with respect to the Service at an additional fee. Such additional functionality will be offered and agreed under an additional Transaction Agreement.

  3. Third Party Software, Hardware, Interfaces.

    Third party provided links to any software, hardware or other services which are associated with, or otherwise available through the Service shall be accessed and used by Client and Users in their sole discretion. ConnectWise shall have no responsibility or liability with respect to Client’s or Users' access to or use of such items or any such services or for any act or omission of any such third party provider.

  4. Limitations and Processes.

    ConnectWise’s delivery of the Service shall be excused as a result of Client’s (i) failure to comply with its obligations as set forth herein; (i) failure to provide ConnectWise with information reasonably deemed by ConnectWise to be necessary to assist ConnectWise in its performance under these Terms and Conditions; or (iii) delay, prevention or interference with ConnectWise’s performance under these Terms and Conditions. Client shall provide information as requested. Client will utilize the ConnectWise Support website, or other site or notification mechanism as ConnectWise may designate from time to time, to notify ConnectWise of Service availability issues, request other in-scope technical support assistance, or for Client's designated Senior Approver (defined below) to provide approvals or other responses.

  5. Maintenance Services.
    ConnectWise shall provide Maintenance Services as long as Client is current in payment of applicable fees pursuant to the Transaction Agreement and is otherwise materially compliant with the terms and conditions of these Terms and Conditions.
    In order to continue receiving Maintenance Services from ConnectWise, Client may be required to upgrade to third-party-supported applications, and operating systems as specified in the ConnectWise User Guide and/or other ConnectWise published or designated user documentation (the “User Documentation”), as applicable. If Client decides to implement optional “client” technologies as part of these Terms and Conditions, Client is responsible for the successful installation and implementation of such “client” technologies within its environment as specified in the PAS or in the User Documentation, as applicable.
    Client's technical support requests must contain all available information, in English, including but not limited to, Client Name, Subdomain, Client number or site identification number, problem severity, service/software name, operating system/release, platform, area of Service at issue (Production or Sandbox), problem description, and a technical contact familiar with Client's environment or the problem to be solved. Client shall ensure the Support Contacts described in Section 6 below are available to provide ConnectWise with relevant and requested information, data gathering and testing necessary to assist with the resolution of any issue. Client shall execute diagnostic routines, if provided by ConnectWise, and will promptly inform ConnectWise of the results. Client shall communicate with ConnectWise to verify the existence of the problem and to provide information about the conditions under which the problem could be duplicated.

  6. Client Responsibilities.
    Client will provide to ConnectWise the information that is requested by ConnectWise in the Initial Service email referred to in Section 4 above including, but not limited to the following:
    • Client is responsible for all activities that occur in, or are related to, User accounts and for all User compliance with these Terms and Conditions. Client shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data; (ii) prevent unauthorized access to, or use of, the Service, and shall notify ConnectWise promptly of any unauthorized access or use; and (iii) comply with all applicable local, state, federal and territorial laws in accessing and using the Service.
      Client shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as otherwise contemplated by these Terms and Conditions; (ii) send spam or otherwise duplicative or unsolicited messages; (iii) send or store infringing, obscene, threatening, or otherwise unlawful material that is harmful to children or violates third party privacy rights; (iv) send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi) attempt to gain unauthorized access to the Service or its related system or networks; or (vii) use the Service with any ConnectWise program or functionality which is not set forth on an Transaction Agreement.
    • Client represents that (i) it is responsible for compliance with all applicable data protection and privacy protection requirements; (ii) it is duly authorized to provide personal data to ConnectWise and it does so lawfully in compliance with relevant legislation, (iii) ConnectWise and any entity within the ConnectWise group of companies (each a "ConnectWise Entity") or its subcontractors may process such data and are doing so solely as a data processor and not a data owner and (iv) ConnectWise may disclose such data to any ConnectWise Entity and its subcontractors for this purpose and may transfer such data to countries outside of the country of origin.
    • Client shall not use purchased email lists to send emails from the Services. Client will collect, obtain and process personally identifiably information fairly and lawfully and in compliance with applicable Data Protection Legislation.
    • Client will take appropriate steps to ensure that personally identifiably information is accurate and, where necessary in accordance with Data Protection Legislation, kept up-to-date.
    • Client will respect the right of all individuals over their personally identifiably information in accordance with all Applicable Law and Data Protection Legislation.
    • Client will not use personally identifiably information to send marketing information to any individual who has not provided consent to receive such material. If an individual requests Client to stop processing their personally identifiably information for direct marketing purposes, Client will stop processing their personally identifiably information for those purposes within a reasonable period of time and, in any event, in accordance with deadlines specified by Data Protection Legislation.
    • Client will comply with all applicable Data Protection Legislation.
    • Client acknowledges and agrees that if Client’s emails are detected to be of poor or questionable quality (e.g., high complaint rates, high bounce rates, spam, or abusive content), ConnectWise may temporarily or permanently reduce your permitted send volume, or take other action as ConnectWise deems appropriate up to and including termination of your rights to the Services.
    • ConnectWise may run Client Email addresses through a third party email checker service. This service validates the email address to help ensure it’s an active email address which can accept mail. If the email address does not pass tests, the contact’s status is updated to inactive & will not be delivered email.
    • Client shall not use purchased email lists to send emails from the Services. Client will collect, obtain and process personally identifiably information fairly and lawfully and in compliance with applicable Data Protection Legislation.
    • Client will take appropriate steps to ensure that personally identifiably information is accurate and, where necessary in accordance with Data Protection Legislation, kept up-to-date.
    • Client will not use personally identifiably information to send marketing information to any individual who has not provided consent to receive such material. If an individual requests Client to stop processing their personally identifiably information for direct marketing purposes, Client will stop processing their personally identifiably information for those purposes within a reasonable period of time and, in any event, in accordance with deadlines specified by Data Protection Legislation.
    • Client will comply with all applicable Data Protection Legislation.
    • Client acknowledges and agrees that if Client’s emails are detected to be of poor or questionable quality (e.g., high complaint rates, high bounce rates, spam, or abusive content), ConnectWise may temporarily or permanently reduce your permitted send volume, or take other action as ConnectWise deems appropriate up to and including termination of your rights to the Services.
    • ConnectWise may run Client Email addresses through a third party email checker service. This service validates the email address to help ensure it’s an active email address which can accept mail. If the email address does not pass tests, the contact’s status is updated to inactive & will not be delivered email.

  7. Warranty.
    1. Mutual Warranty: Each party represents and warrants that it has the legal power to enter into these Terms and Conditions.
    2. ConnectWise Warranty: ConnectWise represents and warrants that (i) it owns or otherwise has sufficient rights in the Service to grant to Client the rights to access and use the Service granted herein; (ii) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (iii) the Service shall perform materially in accordance with the User Guide. ConnectWise DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS WILL BE CORRECTED OR THAT THE AVAILABLE FUNCTIONALITY WILL RUN ERROR FREE OR UNINTERRUPTED. EXCEPT AS EXPRESSLY SET FORTH ABOVE, TO THE EXTENT PERMITTED BY LAW, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THIRD PARTY WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR SATISFACTORY QUALITY, OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE MADE BY ConnectWise AND ConnectWise MAKES NO WARRANTIES HEREUNDER WITH RESPECT TO ANY HARDWARE EQUIPMENT OR THIRD PARTY SOFTWARE WHICH ConnectWise MAY USE TO PROVIDE THE SERVICE. The “SLOs” set forth in Exhibit A are objectives only.
    3. If You are a trial user, You may use the Services for evaluation or testing purposes for non-production use for thirty (30) days from the date You initiate the Service (the “Evaluation Period”). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND RELATED DOCUMENTATION USED FOR TRIAL OR EVALUATION PURPOSES ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTIES OF ANY KIND. You may not use without ConnectWises’s prior written consent the Services and related documentation (i) if You are a direct competitor of ConnectWise or its affiliated companies or (ii) for purposes of comparison with or benchmarking against third party products or services (including publishing performance information or comparisons). Your right to use the Services ends when the Evaluation Period ends or if You violate any term of these Terms and Conditions. ConnectWise also reserves the right to terminate any trial or evaluation with or without cause with five (5) days prior written notice. Upon termination, You must stop using the Service.
    4. Client Warranty: Client represents and warrants that Client and those providing data and information to Client, have the right to transmit to ConnectWise, and receive from ConnectWise, any data, material or records that are required to enable ConnectWise to perform the Service and any other of ConnectWise’s obligations under these Terms and Conditions. Client represents and warrants that it is responsible for all activities that occur in Client’s accounts, Client’s use of the Service and of the Work Product and for any Client user’s compliance with these Terms and Conditions.

  8. Limitation of Liability.
    1. Except for death or personal injury caused by the negligence or willful default of ConnectWise, and subject to Sections 8.b and 8.c, ConnectWise's liability to Client for direct damages, loss or liability for any cause whatsoever, except as otherwise stated in this Section 8, and regardless of the form of action will be limited to the total amount of fees paid by the Client over a period of 12 months prior to the date that the damage occurred for the Services that caused the damage or gave rise to the cause of action.
    2. ConnectWise’s liability for damage to tangible personal or real property due to the negligence of ConnectWise shall be limited in aggregate to the sum of US$500 per event or series of related events.
    3. THE REMEDIES PROVIDED IN THESE TERMS AND CONDITIONS ARE THE EXCLUSIVE REMEDIES OF THE PARTIES. IN NO EVENT SHALL ConnectWise BE LIABLE TO THE Client OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT, OR OTHERWISE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR UNFORESEEABLE LOSS, DAMAGE OR EXPENSE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OR CORRUPTION OF DATA, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED.

  9. Client Data.
    1. Client represents and warrants that (i) it has the right, including consent where required, to lawfully transfer to ConnectWise all transmit Client Data and any other data or information related to Client’s access or use of as may be required for the purposes of accessing SaaS, (ii) its use of the products and services does and at all times will comply with applicable law, including, but not limited to, the European Union General Data Protection Regulation; (iii) it is responsible and liable for all activities that occur in user accounts, and (ivii) it shall not misuse SaaS by sending spam or otherwise duplicative or unsolicited messages or store infringing, obscene, threatening, or otherwise unlawful material or material that is harmful to children or violates third party privacy rights.
    2. As between ConnectWise and Client, Client exclusively owns all rights, title and interest in and to all Client Data. Client Data is deemed Confidential Information under these Terms and Conditions. ConnectWise shall not access Client’s User accounts, or Client Data, except (i) in the course of data center business operations including, but not limited to product management, capacity planning and reviewing user experience (ii) response to service or technical issues or (iii) at Client’s request. Recovery of any Client Data deleted by Client shall be the responsibility of Client and not the responsibility of ConnectWise.
    3. Client Data shall be stored by ConnectWise and/or by ConnectWise’s third party providers. Subject to ConnectWise’s responsibilities as set forth in Section 12 hereof, entitled “Confidentiality”, ConnectWise will not be responsible for any unauthorized access to or alteration, theft or destruction of Client Data through accident, fraudulent means or devices, or any other method, unless such access, alteration, theft or destruction is caused as a direct result of ConnectWise’s gross negligence or intentional misconduct, in which case ConnectWise’s commercially reasonable efforts to restore or recover Client Data shall be limited to the most recent back-up of Client Data.
    4. ConnectWise is not responsible for loss of Client Data arising from Client’s: (i) a Client transmission not in accordance with the User Guide; or, (ii) failure to act on any ConnectWise provided communication.
    5. Client’s data may be deleted due to termination, expiration or suspension of the Service.
    6. To the extent that any Client Data contains third party information, files or data, it is solely Client’s responsibility to properly notify or obtain any applicable thirty-party consent.

  10. Fees and Payment.
    Fees are based on the Service purchased pursuant to the Transaction Agreement and not actual usage. Client may not decrease usage during the term. Decreases are only permitted at the end of the then current term and take effect during the following term. Payment obligations are non-cancellable, fees paid are non-refundable, and the number of subscriptions purchased cannot be decreased. Fees for the Service plus any applicable taxes will be billed in accordance with the Transaction Agreement. Client further agrees that until and unless you notify ConnectWise of your desire to cancel any or all services received, those services will be billed on a recurring basis. Cancellations are effective at the end of your then current committed term.
    Client agrees to pay any applicable VAT, sales tax, import and custom duties and any other applicable taxes (collectively “Taxes”) in addition to the fees. ConnectWise may charge interest of one per cent (1%) per month compounded for the entire overdue period or the maximum amount allowed by law if undisputed fees are not paid by the due date. If Client's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, ConnectWise reserves the right to suspend or terminate the Service provided to Client, without liability, suspensions are effective until such amounts are paid in full.

  11. Indemnification.
    1. Client shall defend and indemnify ConnectWise from and against all Claims made or brought against ConnectWise arising out of Client’s use of the Service. Further, Client shall defend, indemnify and hold ConnectWise harmless against any Claims made or brought against ConnectWise alleging that the Client Data, materials or records, or Client's use of the Service in violation of these Terms and Conditions, infringes the intellectual property rights of, or has otherwise harmed, a third party; provided, that ConnectWise (a) promptly gives written notice of the Claim to Client; (b) gives Client sole control of the defense and settlement of the Claim; and (c) provides to Client, at Client's cost, reasonable assistance.
    2. Each party shall indemnify the other against all damages, fees, fines, judgments, costs and expenses incurred as a result of a Claim alleging a bodily injury or death which arises from the provision of the Service, provided that such liabilities are the proximate result of intentional tortious misconduct on the part of the indemnifying party.

  12. Confidentiality.
    1. For purposes of these Terms and Conditions, the “Disclosing Party” means the party that transmits or otherwise communicates Confidential Information to the Receiving Party. The “Receiving Party” shall be the party that receives the Confidential Information from the Disclosing Party.
    2. The following is not considered to be Confidential Information: (i) information which the Receiving Party has been authorized in writing by the Disclosing Party to use without restriction; (ii) information which was rightfully in the Receiving Party’s possession or rightfully known to it prior to receipt of such information from the Disclosing Party; (iii) information which was rightfully disclosed to the Receiving Party by a third party having proper possession of such information, without restriction; (iv) information which is part of or enters the public domain without any improper action or inaction by the Receiving Party; and (v) information which is independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information.
    3. The Receiving Party shall use the Disclosing Party’s Confidential Information only for the purposes set forth in these Terms and Conditions, and shall cause its employees, agents, financial advisors and attorneys and users, if any, to maintain such Confidential Information in complete confidence, and shall disseminate such Confidential Information only on a need-to-know basis. The Receiving Party shall be permitted to disclose Confidential Information in connection with a judicial or administrative proceeding to the extent that such disclosure is required under applicable law or court order, provided that the Disclosing Party shall be given prompt and timely written notice of any such proceeding and shall offer reasonable cooperation in any effort of the other party to obtain a protective order.
    4. The Receiving Party agrees, at any time upon request of the Disclosing Party or upon any termination of these Terms and Conditions, to return to the Disclosing Party all Confidential Information in its possession or confirm the destruction thereof.
    5. In the event of a breach of this Section, the Disclosing Party may not have an adequate remedy at law. Thus, the parties agree that the Disclosing Party may be entitled to seek the remedies of temporary and permanent injunction, specific performance or any other form of equitable relief. For the Available Functionality and the Service, the foregoing obligations of this Section are perpetual and shall survive termination. For all other Confidential Information, the foregoing obligations shall extend for five (5) years from the date of initial disclosure.

  13. Proprietary Rights.

    ConnectWise and its licensors shall retain all right, title, copyright, patent, trademark, trade secret and all other proprietary interests to the Available Functionality, the Service and to all ConnectWise intellectual property and any enhancements, modifications or derivatives thereof. Client may not distribute, promote, or otherwise use any information or materials relating to the Available Functionality or the Service for any external use without the express prior written consent of ConnectWise or as otherwise specifically permitted herein. No title, copyright, patent, trademark, trade secret or other right of intellectual property not expressly granted hereunder is exchanged between the parties. Client shall not (i) modify, copy or create derivative works based on the Available Functionality or the Service; (ii) frame or mirror any content forming part of the Available Functionality or the Service, other than on Client's own intranets or otherwise for its own internal business purposes in accordance with the provisions of these Terms and Conditions; (iii) reverse engineer the Available Functionality or the Service; or (iv) access or use the Available Functionality or the Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Available Functionality or the Service. ConnectWise shall have the right to own any and all rights to, and to use or incorporate into the Available Functionality and the Service, any suggestions, enhancement requests, recommendations or other feedback provided by Client or its authorized users relating to the operation or use of the Service.

  14. Disaster Recovery.

    Disaster recovery procedures will be performed by ConnectWise and/or by ConnectWise’s third party providers in the case of a Force Majeure Event (defined below). If a Force Majeure Event occurs and this impedes ConnectWise's ability to backup Client Data from the prior 24 hours, Client acknowledges and agrees that such data may not be recoverable and accepts responsibility for re-entry of such data.

  15. Termination.

    A party may terminate the Terms and Conditions for cause: (i) upon 30 days written notice to the other party of a material breach of these Terms and Conditions if such breach remains uncured at the expiration of such period (or if such cure is not reasonable within the 30 days, and commercially reasonable steps have not been taken to cure the situation) after which time period written notice of termination is given to the breaching party; or, (ii) if a party becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against a party, other than for the purposes of solvent reconstruction. ConnectWise may terminate these Terms and Conditions without cause upon sixty (60) days prior written notice to Client. If ConnectWise discovers that any Client Data is inaccurate, incomplete or not current, or if ConnectWise determines, in its sole discretion, that Client is not an appropriate subscriber or user of the Service, ConnectWise may immediately terminate Client’s right to access, receive, use and license the Service and its related software.

  16. Audit.

    ConnectWise, or a ConnectWise designated third party may, during normal business hours, on reasonable advance notice describing the purpose and scope of the request, in a manner that does not unreasonably interfere with the business operations Client, audit Client’s use of and access to the Services to verify Client’s compliance with the provisions of these Terms and Conditions.

  17. Waiver of Jury Trial.

    THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO THESE TERMS AND CONDITIONS.

  18. Applicable Law

    Who Client is contracting with under these Terms and Conditions, what law will apply in any dispute or lawsuit arising out of or in connection with this agreement, and which courts have jurisdiction over any such dispute or lawsuit, depend on which ConnectWise Entity you are contracting with.

    19. Client is contracting with: The governing law is: The courts having exclusive jurisdiction are:
    ConnectWise, Inc. a Delaware Corporation Florida and controlling United States Federal Law Hillsborough County, Florida, U.S.A.
    ConnectWise Canada Company, a Nova Scotia Corporation Ontario and controlling Canadian federal law Toronto, Ontario, Canada
    ConnectWise Limited, a limited liability company incorporated in England England England
    ConnectWise Australia Pty Ltd Australia Australia

  19. Miscellaneous.
    1. Client may not assign this agreement, the use of the Available Functionality, the Service or any other of its rights and obligations under these Terms and Conditions. This Terms and Conditions shall be binding on the parties hereto and their respective successors and assigns. ConnectWise shall have the unrestricted right to assign all of its rights and obligations under these Terms and Conditions.
    2. ConnectWise is not and shall not be deemed to be an agent or contractor of Client or any other parties. The Terms and Conditions shall not be deemed to confer or delegate upon ConnectWise any discretionary authority or discretionary control on behalf of Client. Client is not and shall not be deemed to be an agent or contractor of ConnectWise. The Terms and Conditions shall not be deemed to confer or delegate upon Client any discretionary authority or discretionary control with regard to ConnectWise’s conduct of its business.
    3. ConnectWise shall be excused from performance of its obligations pursuant to these Terms and Conditions for any period and to the extent that it is prevented from performing such obligations, in whole or in part, as a result of delays caused by Client or a third party, or an act of God, severe weather, hurricanes, earthquakes, flood, war, civil disturbance or civil commotion, court order or any other cause over which ConnectWise does not have direct control, including internet or communication problems (including internet service provider or hosting facility failures or delays involving hardware, software or power systems not within ConnectWise's possession or reasonable control), third party hardware or software errors, computer viruses or similar harmful programs or data, or unauthorized access or theft (a "Force Majeure Event").
    4. ConnectWise shall have the right to identify Client as a user of the Service. Client agree that ConnectWise may use any logo and/or name associated with Client on ConnectWise's website and other materials in order to identify Client as a ConnectWise user.
    5. Client specifically consents to receive e-mails and marketing materials from ConnectWise, its affiliated companies and authorized vendors but may opt out at any time.
    6. We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service after the posting of the changes. It is Your responsibility to check these Terms and Conditions regularly.
    7. Client agree not to bring or participate in any class action lawsuit against ConnectWise or any of its employees or affiliates. Client agree not to bring a claim under these Terms more than two years after the expiration of these Terms. The failure of ConnectWise to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by ConnectWise of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to ConnectWise by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.
    8. Client acknowledges and agrees that ConnectWise is in the business of providing remote access, remote support, collaboration and data management solutions and that ConnectWise may provide such services to third parties, including any competitors of Client, which are the same or similar to the Services provided to Client hereunder.
    9. Certain features of ConnectWise's remote access, management and support services, such as allow Client to remotely access and/or remotely control a computer, server or other device; remotely monitor and manage certain cloud applications; and/or remotely transfer files from one device to another. By clicking through these Terms, using any of these Services or otherwise indicating Clientr acceptance of these Terms, Client hereby agree that Client will not (i) use any of ConnectWise’s remote access, management and support Services to attempt to gain unauthorized access to computer systems or devices that you do not have permission to access or otherwise interfere with another User's use and enjoyment of our Services or other cloud applications; (ii) use the Services to distribute or transmit any software or other computer files that contain a virus, Trojan horse, worm or other harmful or destructive component; (iii) use the Services under false pretenses to gain access to a third party's PII, computer systems or other devices or applications; or (iv) use the Services for any other illegal or unauthorized purposes. Client agree that Client are responsible for the actions and inactions of Clientr employees and consultants and will use commercially reasonable efforts to monitor Clientr employees and consultants. ConnectWise reserves the right to disable Clients account or take any other action that ConnectWise in its sole discretion deems necessary or appropriate, including pursuing legal action, in the event that ConnectWise has reason to believe that Client have violated the terms of this Section.
    10. Client understands that Client may be subject to laws or regulations regarding the recording of telephone calls and other electronic communications, and that it is thus Client's responsibility to properly notify all participants of any recordings. ConnectWise will not be held liable for Client's failure to do so.
    11. Neither party may issue press releases relating to these Terms and Conditions without the other party's prior written consent. Either party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party's standard guidelines.
    12. ConnectWise and Client agree that all other agreements, proposals, purchase orders, representations and other understandings, whether oral or written, related to the Service are superseded in their entirety by these Terms and Conditions. No alteration or modification of these Terms and Conditions will be valid unless made in writing and signed by the parties.
    13. Client shall not: (i) externally disclose or publish performance benchmark results for the Service or the Available Functionality.
    14. There shall be no third party beneficiaries to these Terms and Conditions. All notices hereunder shall be delivered to the other party either personally, via facsimile or overnight courier.
    15. If delivered personally, notice shall be deemed effective when delivered; if delivered via facsimile, notice shall be deemed effective upon electronic confirmation; and if delivered via overnight courier, notice shall be deemed effective upon confirmation of delivery.
    16. The section headings used herein are for informational purposes only and shall not affect the interpretation of any provision of these Terms and Conditions. In the event any term or provision of these Terms and Conditions shall be held to be invalid, such holding shall not affect in any respect the validity of the remainder of these Terms and Conditions.
    17. The sections entitled "Warranty; Limitation of Liability," "Client Data," "Fees and Payment," " Indemnification," "Confidentiality," "Proprietary Rights" and Client’s obligation to pay any outstanding fees due hereunder shall survive termination of these Terms and Conditions.
    18. Client agrees that the Service, the Available Functionality and the Work Product are subject to export controls of the United States of America and import controls of any other country in which the Service and the Available Functionality may be used. Client agrees to export, re-export or import the Service and the Available Functionalities only in compliance with such laws and controls.
    19. The controlling version of these Terms and Conditions shall be in English unless otherwise mutually agreed.


Exhibit A

Service Level Objectives (“SLO”)

  1. Service Level Objectives
    1. Introduction
      The measurements and service levels set forth below are designed to provide anobjective measurement of ConnectWise’s performance of the Service
  2. Exceptions
    The following items will not be considered as a part of the calculation of uptime and ConnectWise will be relieved of responsibility for any liability due to:
    1. Force Majeure Events as defined in the Terms and Conditions
    2. Outages resulting from Scheduled Downtime, including ConnectWise’s upgrading ofdata center infrastructure
    3. Outages arising from Client’s network being inaccessible
    4. Domain Name Server (DNS) issues outside of the control of ConnectWise
    5. Client’s acts or omissions (including acts or omissions of a third party),including, without limitation, custom configuration, scripting, coding,negligence, failure to timely perform or provide relevant assistance,information or infrastructure required of Client, or its negligence or willfulmisconduct
    6. Internet outages, or other third party infrastructure outages which hinderaccess to ConnectWise’s environment
    7. Outages requested by Client
    8. Changes by Client, or its agents, to Client’s environment which arenot communicated to ConnectWise and which adversely impact ConnectWise’s ability to performthe Service.
  3. ConnectWise endeavors to provide the following Target Service Level: Production uptime is greater than or equal to 99.5%

CONNECTWISE CONFIDENTIAL AND PROPRIETARY INFORMATION