This section includes the Service Level Agreement for users of Media-X software, the Terms and Conditions for Reseller Businesses and the Media-X End User License Agreement (EULA). Click on the corresponding tab below to view a particular policy.
Service Level Agreement
This agreement establishes the level of technical support Media-X Systems will provide to the client (hereafter “The User”). It further identifies the roles and responsibilities of each organization, as well as those of the Technical Support Specialist (TSS) assigned to support The User.
Both Media-X Systems and The User understand this agreement is a living document and some details of the agreement may change as the program is modified.
1. Support provided and included
a) Access to Media-X toll free telephone support for specified individuals,
b) Access to email and web-based technical support for all users,
c) Online help resources for all users,
d) Onsite training as provided in sales agreement or as purchased,
2. Availability of Service
a) Except under those circumstances described elsewhere in this agreement, including sub-section (c) below, mxweb will be functionally operational for no less than an average of twenty-two (22) hours of every weekday.
b) Functionally operational is defined as the systems being up and available, whereby The User can enter and extract data in the usual manner. The User acknowledges that some aspects of the mxweb service application may be unavailable for short periods of time, but that generally, ninety-five percent (95%) of the application will be up and running when available.
c) The User acknowledges that the following events may render the mxweb service as unavailable in such a way that Media-X Systems is not in default of its obligations:
- Routine maintenance (further described below),
- Customer caused outages due to customer’s action on the server,
- Server over-utilization
- Force majeure
- any other events beyond Media-X Systems’s reasonable control.
d) Planned outages, for reasons of routine maintenance, including but not limited to hardware and software upgrades, will be announced to The User’s representatives on at least seven (7) days prior notice. Media-X Systems will make reasonable efforts to ensure the related downtimes are performed in such a way as to minimize the impact on The User’s access.
e) The contact method for providing the notice referred to in sub-section d) above will be mutually agreed upon as by email, phone or fax.
f) Downtimes and resolutions will be reported as they occur, and compiled into a monthly report for management to evaluate.
g) Failure to meet these availability criteria outside of the circumstances above will be dealt with on a case-by-case basis.
3. Security Commitments
a) Only select individuals authorized by Media-X Systems have access to the mxweb Service server and its content. The data centre at which the mxweb service is located is only accessible by Media-X Systems system administrators who have the required security clearance.
b) The User must nominate an administrator whom shall have sole access to managing The User’s mxweb Service. This person shall be responsible for the management of other users that have access to the application, all to be done within the confines of the mxweb Service license to which The User is subject.
c) User authentication: Authentication is managed by the application’s systems.
d) Firewalls: Cisco or other similar industry-standard firewalls are used by Media-X Systems to protect access to the mxweb Service’s application server.
e) Virus scanning: Files that are uploaded to the mxweb Service are scanned for viruses. The User is strongly urged to take necessary precautions to protect themselves and their data on The User’s side of the application. Also note that since new viruses are continuously coming into existence, The User’s previously scanned files, which were declared non- infected, may be declared infected at a later date. For this reason, Media-X Systems reserves the absolute right to disinfect quarantine or, where reasonably necessary, delete The User’s infected files.
f) Intrusion detection: Systems are in place to detect and report on any intrusion, should it occur.
g) Any attempt by third parties to violate the integrity of the mxweb Service may be addressed to the full extent of the law, as appropriate on a case-by-case basis in the sole discretion of Media-X Systems.
4. Performance benchmark targets
a) 85% of technical phone calls will be picked up in less than 2 minutes during regular business hours.
b) Email and web based technical support issues will be acknowledged within 24 regular business hours.
c) 100% of “critical” problems will be acknowledged within the agreed upon time as defined below.
5. Data storage
a) Data is stored on a Dell server. Additional capacity can be added quickly, with even greater capacity possible by adding more disks or larger-capacity disks.
b) Data is backed-up continuously to a mirrored server (replication) to industry standard. Data backups are saved to on line backup server twice a day burned to DVD and stored off site.
c) The data transmission between these two servers is maintained through an industry standard secure encrypted VPN connection protected by Cisco firewalls.
6. Systems redundancy
a) Media-X Systems maintains a backup server at Magma, ready to kick-in should the main server ever become temporarily nonfunctional. Data will be maintained up to date there in real-time fashion as much as possible, so that recent data loss would be minimal in the case of a switch-over.
b) Data recovery: Data will be reloaded as soon as reasonably practical, but in no event more than three (3) hours.
7. Scope of services offered by support and help desk services
a) Media-X Systems shall provide support to The User with respect to the mxweb Service and its related modules, including but not necessarily limited to, troubleshooting and resolving issues that may arise.
b) Live telephone help for the designated contacts is available between 08:00 AM and 05:00 PM, EST (Eastern Standard Time), from Monday to Friday, except on statutory holidays in Ontario, Canada or other days to be determined.
c) Methods of contact (e.g. phone, fax, email, and /or website) Technical Support Specialists can be reached by Phone at 1-888-722-9990, extension 101 (main reception) Fax at (613) 722-6569
Email at email@example.com
Web at www.media-x.com/support
8. Identification of problem severity
For the purposes of section 9 below (‘Response and resolution time’), the following descriptions apply:
a) Severity 1 (Critical) Production is stopped, no work is possible with the application until the problem is resolved. e.g. A bug has been found that breaks the functionality of the application or error messages pop up about databases errors. – 4 hours
b) Severity 2 (High) Production is on, but with limited functionality. Some of the work may be lost if allowed to go on. e.g. Pictures suddenly don’t appear in web pages anymore. – 8 hours
c) Severity 3 (Normal) Partial functionality loss. e.g. Documentation errors; should do this but it does that, etc… – 24 to 48 hours
d) Severity 4 (Low) General usage question, recommendation for new features or modification. There is no impact on current production. – As Warranted
9. Response and resolution time
a) General guidelines for response.
- Phoned-in problem: Answered or called-back within 30 minutes
- Emailed-in problem: Answered or called-back within 2 hours
- Faxed-in problem: Answered or called-back within 8 hours
- Web: Answered or called-back within 24 hours
b) Resolution time Resolution time varies based on the level of the problem.
Severity 1 (Critical) – 4 hours, or as agreed upon after evaluation
Severity 2 (High) – 8 hours
Severity 3 (Normal) – 24 to 48 hours
Severity 4 (Low) – As warranted
c) Escalation process: The escalation process goes through 3 tiers, or levels.
Level 1 Evaluation is made of the severity of the problem and a decision is made to determine what steps need to be taken next.
Level 2 Problem is related to running and/or configuration of the Operating System, Database, Web server. Problem is resolved by the system administrator.
Level 3 Bug at the application level. The problem is escalated to our Developers for resolution. The customer is kept appraised of the status of the problem resolution via email, or on the Media-X website, once such a system exists.
10. Customer training requirements
a) Training is available and highly recommended. Training is provided in accordance with the level specified in either The User’s license or other related agreements or may be purchased separately.
Reseller Business – Terms and Conditions
The following are the business terms and conditions of a reseller agreement (“Agreement”) by and between Media-X Systems, Inc., an Ontario, Canada corporation (hereafter “Media-X”), and the reseller client (hereafter “The Reseller”).
These business terms and conditions are used when forming a binding legal agreement with a reseller business that will address legal issues including intellectual property, escrow, confidentiality, termination and jurisdiction.
•Term of the Agreement This agreement is for a period of one year, unless otherwise stated and renews automatically on each successive anniversary. This renewal will occur unless either party notifies the other party in writing within 60 days of the anniversary of their intent to revisit certain clauses in this agreement.
•Integration Media-X may waive the integration work fees associated with the support of The Reseller’s major clients. In some circumstances, when highly customized work needs to be performed that falls outside normal integration work, Media-X will inform The Reseller that a fee may be charged. It is understood by both parties that this applies to integration work that exceeds 50 aggregated hours per client. This will be discussed and negotiated in good faith.
•Product Descriptions and Pricing Agreements Product Descriptions will include product pricing and will be attached as an Annex to the Agreement. It is understood by both parties that different pricing models may be considered for specific clients of The Reseller. Additional products will be included as an Annex if agreed to by both parties.
•Process management Both parties agree to develop and follow project standard management processes, including the sign-offs of deliverables and timelines. Both parties will meet on a regular basis to review the progress made in process management including at least one annual face to face meeting.
•Partner Support The Reseller will provide their customers with Level 1 technical support and Media-X will provide The User with Level 2 and Level 3 technical support. Media-X will share its current marketing and sales information including demo sites on an as requested basis. For clarity, any requested marketing or sales support, which is not currently or readily available, may incur a cost to The Reseller. Media-X will continue to support The Reseller on sales calls on an as required basis. The Reseller and Media-X agree to work together on identifying the best way to ensure total clarity of the user’s clients’ business rules.
•Role Clarification The Reseller is Media-X’s client and as such, Media-X will not interface or deal with The Reseller’s clients unless invited by the user to do so. In such cases, The Reseller will clearly spell out Media-X’s role and extent of participation in meetings with The Reseller’s clients.
•Payment Media-X will receive payment net 30 days from receipt of invoice, unless other payment terms have been agreed upon.
•Server Security for Media-X Hosted Applications Media-X provides hosting of mxweb through state of the art server facilities currently provided by Primus Telecommunications Canada, Inc. See – http://www.primustel.ca/en/business/magma.html
•Channel Conflict Both Media-X and The Reseller will in no uncertain terms attempt to pursue the same clients. Media-X will not knowingly try to solicit active customers of The Reseller using the mxweb platform, including The Reseller’s non-ASP customer, unless either class of customer goes directly to one or the other of both companies through no responsibility of either The Reseller and Media-X. Either company may feel free to pursue expired accounts of the other company.
•License Renewal Process and License Expiry Information Media-X will provide a process that manages the license renewal process for The Reseller’s clients and how license expiry information will be displayed.
•End User License Agreement Media-X shall provide The Reseller’s clients an End User License Agreement as part of the overall system delivery.
•Product Updates Media-X will provide The Reseller with product updates as they occur.
End User License Agreement
This software End User License Agreement (“EULA”) is a legal agreement between Media-X Systems Inc. (“Media-X”) and the user (“Licensee”) governing use of the Media-X Software and applications provided to you by Media-X, including any third-party software programs incorporated therein, and any corresponding documentation, associated media, printed materials, and online or electronic documentation (collectively the “Software”). Licensee signifies agreement to the terms and conditions of this EULA by clicking the “I accept” button. If Licensee does not agree with any of the terms of this EULA, Licensee may not access or use the Software. This EULA is limited to installation and use of the Software by the Licensee on computers, Personal Digital Assistant (PDA) devices, smart phones, and tablet devices by that user only.
1. License Grant
(a) Subject to the terms and conditions of this EULA, Media-X grants Licensee a non-exclusive, non-transferable license to install, use, access, display, and run the Software on a computer, PDA device, smart phone, or tablet device. The Software may not be shared, installed, or used concurrently on multiple computers, PDA devices, smart phones, or tablet devices.
(b) Upon termination of this License for any reason, Licensee shall immediately discontinue all use of the Software and delete or erase any copies of the Software, with the exception of any data or information Licensee creates using the Software. Licensee shall be responsible for exporting its data from the Software within thirty (30) days of termination of this EULA.
2. License Restrictions
(a) Except as expressly provided in this License, Licensee may not make or distribute copies of the Software or any part thereof, or allow other persons to access the Software without the permission of Media-X.
(b) Licensee may not alter, merge, modify, adapt or translate the proprietary components of the Software, or create derivative works based on the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the proprietary software components of the Software to a human-perceivable form.
(c) The Software is licensed, not sold. Licensee may not rent, lease, or sublicense the Software. Licensee may not export the Software to any country prohibited by the United States Export Administration Act or as otherwise prohibited by law.
(a) Media-X and its suppliers retain all right, title and interest, including, but not limited to, all copyright and intellectual property rights, in and to the Software and all copies thereof. All rights not specifically granted in this License are reserved by Media-X and its suppliers. Licensee shall have no right, title, or interest with respect to the Software except the rights specifically granted by this License.
(b) The Software is designed for the gathering of data and information by users. Media-X will not own any data or information Licensee creates using the Software. Licensee is responsible for the content, completeness, and accuracy of such data and information.
4. Use of System
The Software system may contain functions that could be used to identify and evaluate certain performance factors. However, performance evaluation requires the use of additional information, the interpretation of data and the exercise of judgment, and the Software is not intended to be used as a sole determinant of performance or as a substitute for consideration of additional information or the exercise of judgment. Licensee should not base any employment action or decision solely upon use of the Software or the data collected as a result of such use. Media-X and its agents, suppliers, affiliates, successors and assigns, and their officers, directors and employees, are not responsible for the use or interpretation of data, evaluations, results or other information produced through use of the Software or any determinations or decisions made based thereon.
5. DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY
(a) Media-X AND ITS SUPPLIERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. Media-X DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR WILL NOT CAUSE LOSS OF OR DAMAGE TO DATA STORED ON COMPUTING DEVICES ON WHICH IT IS INSTALLED. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS FROM A COMPUTER WITH WHICH THE SOFTWARE IS USED OR ACCESSED WITH THE SOFTWARE. THE SOFTWARE IS PROVIDED “AS-IS” AND ALL USE OF THE SOFTWARE IS AT THE USER’S OWN RISK. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY.
(b) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE THIS LICENSE IS ACCEPTED.
(c) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Media-X, ITS AFFILIATES, SUPPLIERS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY.
(d) UNDER NO CIRCUMSTANCES SHALL MEDIA-X OR ITS SUPPLIERS BE LIABLE FOR ANY TYPE OF DAMAGES RELATED TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES. NEITHER Media-X NOR ITS SUPPLIERS SHALL BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DAMAGES OR CLAIMS ARISING OUT OF OR RELATING TO ACCESS TO OR THE USE OF THE SOFTWARE, APPLICATION SERVICES OR PROFESSIONAL DEVELOPMENT SERVICES, INCLUDING BUT NOT LIMITED TO ACCESS OR USE AS A PART OF OR IN CONNECTION WITH ANY EMPLOYMENT DECISION OR EVALUATION ACTIVITY, REGARDLESS OF THE THEORY OF LIABILITY OR THE FORM OF THE CLAIM OR ACTION, EVEN IF Media-X OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS.
6. Term and Termination
This EULA will automatically terminate, unless otherwise agreed by Media-X in writing, thirty (30) days after the expiry of your Media-X software product Licensee. This EULA may be terminated at any time by Media-X, without notice to Licensee, in the event of a breach of this EULA by Licensee. Licensee may terminate this EULA at anytime upon written notice to Media-X in which case the software product license will also be terminated.
(a) This EULA shall be governed by the laws of the Province of Ontario, Canada. Licensee consents to the exclusive jurisdiction and venue in the provincial and federal courts in Ottawa, Ontario to resolve any disputes arising under or relating to this EULA and agree that such courts shall be the exclusive forums for any such disputes.
(b) This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements or understandings, whether oral or written. Licensee agrees that any varying or additional terms contained in any purchase order or other written document issued in relation to the Software shall be of no effect. Any failure or delay of Media-X to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
(c) If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.
(d) No Media-X agent or employee is authorized to make any amendment to this EULA.