Terms of Service

Definitions

SaaS Services – Consist of providing the necessary network infrastructure, third-party software, database administration services and connectivity point at the SaaS Site.

SaaS Site – Location for the necessary software and hardware to provide the SaaS Services. 

Subscription Offering – Means the simpLEASE Accounting Connector, support and SaaS Services on a subscription basis.

Schneider Downs Product Support Services – Entitles the CLIENT to ongoing CLIENT phone and internet support as needed between normal business hours (8:30 a.m. to 5:00 p.m. EST – Monday through Friday) and includes periodic enhancements and modifications to the Software furnished by Schneider Downs. 

simpLEASE Accounting Connector – Means the simpLEASE Accounting Connector and Schneider Downs Support Services.

General Business Terms & Conditions

Governing Law and Severability

These terms, the Subscription Model Agreement attached hereto, the engagement letter to which these terms are appended, and all matters arising out of or related to the services performed by Schneider Downs pursuant to the engagement letter, including, without limitation, the Subscription Offering (collectively, the “Agreement”), shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to conflict-of -laws provisions thereof to the extent such principles or rules would require or permit application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania. If any provision of this Agreement is determined to be unenforceable under applicable law, such provision shall not affect any other provisions, and such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this Agreement.

Survival and Statute of Limitations

The provisions of this Agreement, which expressly or by implication are intended to survive its termination or expiration, will survive and continue to bind both parties. Neither Schneider Downs nor the CLIENT may bring any action arising under or relating to this engagement more than one year after the cause of action has accrued. The parties waive the right to file an action arising directly or indirectly from this Agreement under any longer statute of limitations.

Indemnification and Limitation of Damages

Each party hereby agrees to defend, indemnify and hold harmless the other party (the “Indemnified Party”) and its shareholders, partners, directors, employees, agents or subcontractors against all costs, expenses, losses, judgments, damages and liabilities, including reasonable attorneys’ fees and costs, associated with any third-party claim, threat or proceeding relating to or arising out of this Agreement or any collateral agreement, other than to the extent determined to have been caused by the Indemnified Party’s own gross negligence or willful misconduct.

Each party agrees that the other party’s maximum aggregate liability for any claim relating to or arising out of this Agreement or any collateral contract will be limited to the amount of fees payable under this Agreement, except to the extent determined to result from such other party’s gross negligence or willful misconduct. Each party agrees that this limitation applies to any and all liability or cause of action against the other party, however alleged or arising, unless otherwise prohibited by law or professional standards.

In no event will either party be liable to the other party or any third-party, whether a claim be in tort, contract or otherwise, for any consequential, indirect, lost profit, special, punitive or similar damages relating to services provided by Schneider Downs under this Agreement.

Compliance with Laws

Schneider Downs represents and warrants it is and will be in compliance with all laws, codes, ordinances, orders, rules and regulations of all local, state and federal governments and agencies and instrumentalities applicable to Schneider Downs and its employees and the Subscription Offering and services furnished pursuant to the Order.

Dispute Resolution

If any dispute, controversy or claim arises out of the Agreement, the parties agree first to try in good faith to settle the dispute by submitting the dispute to non-binding, confidential mediation administered by the American Arbitration Association (“AAA”) under its mediation rules, or such other neutral facilitator acceptable to both parties. Both parties will exert their best efforts to discuss with each other in good faith their respective positions in an attempt to finally resolve such dispute or controversy. The mediation will take place in Pittsburgh, Pennsylvania or at another location within Allegheny County, Pennsylvania as determined by the mediator.

Each party may disclose facts to the other party or to the mediator which it, in good faith, considers necessary to resolve the matter. All such discussion, however, will be for the purpose of assisting in settlement efforts and will not be admissible in any subsequent proceedings against the disclosing party. Except as agreed upon by both parties, the mediator will keep confidential all information disclosed during negotiations. The mediator may not act as a witness for either party in any subsequent arbitration between the parties.

The mediation proceedings will conclude within sixty (60) days from the initial notice to mediate unless extended or terminated sooner by mutual consent of the parties. Each party will be responsible for its own expenses. The fees and expenses of the mediator, if any, will be borne equally by the parties.

If any dispute, controversy, or claim arising out of the Agreement cannot be resolved by mediation in accordance with this Agreement, then the dispute, controversy or claim will be settled by confidential, binding arbitration in accordance with the AAA’s Professional Accounting and Related Services Dispute Resolution Rules. No prehearing discovery will be permitted unless specifically authorized by the arbitrator. The arbitration hearings will take place Pittsburgh, Pennsylvania or at another location within Allegheny County, Pennsylvania as determined by the arbitrator

The award issued by the arbitrator may be confirmed in a judgment by any federal or state court of competent jurisdiction. Such arbitration shall be binding and final. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute regarding the extent to which a dispute, controversy, or claim arising under the Agreement is subject to arbitration, or relating to the interpretation, applicability, enforceability or formation of the Agreement. In agreeing to the arbitration, both parties acknowledge that each is giving up the right to have the dispute decided in a court of law before a judge or jury, and instead are accepting the use of arbitration for final resolution.

Subscription Model Agreement

This Subscription Model Agreement (the “Agreement”) is entered into by and between Schneider Downs & Co., Inc. (Schneider Downs), a Pennsylvania Corporation with offices at One PPG Place, Suite 1700, Pittsburgh PA 15222, and the organization you, the “CLIENT” each individually referred to as a “Party” and collectively referred to as the “Parties.” Schneider Downs is engaged in the business of providing software, support and Software as a Service type (“SaaS”) services, and CLIENT wishes to use the simpLEASE Accounting Connector, support and SaaS Services on a subscription basis In consideration of the covenants and agreements contained herein, CLIENT and Schneider Downs hereby agree as follows:

Notices

Notices will be effective when received in writing at the following addresses:

Schneider Downs & Co., Inc.
One PPG Place, Suite 1700
Pittsburgh, PA 15222
parmknecht@schneiderdowns.com

Proprietary Protection and Restrictions

Schneider Downs has and shall have sole and exclusive ownership of all rights, title, and interest in the simpLEASE Accounting Connector and Subscription Model Services and all modifications and enhancements thereof (including ownership of all trade secrets copyrights, and intellectual property rights pertaining thereto). CLIENT is only permitted to use the simpLEASE Accounting Connector or any services provided by Schneider Downs for its own employees and is not permitted to provide service bureau, data processing, time-sharing services or to otherwise provide record-keeping services for third parties using simpLEASE Accounting.

To the extent that any third-party software is provided herein, CLIENT agrees that it shall only use such software in conjunction with the simpLEASE Accounting Connector SaaS solution and CLIENT acknowledges that it is prohibited from engaging in, causing, assisting or permitting, the reverse engineering, disassembly, translation, adaption  or recompilation of any such third party software and that it shall not attempt to obtain or create the source code from the object code of any such software provided to it pursuant to the Agreement, unless explicitly permitted by applicable and mandatory law.

CLIENT acknowledges that it will not use the simpLEASE Accounting Connector and SaaS Services or any third party software for any illegal purpose or activity.

Schneider Downs hereby represents and warrants to CLIENT that the services provided will not violate the patent, copyright, or other proprietary rights of any third party, and that Schneider Downs will defend, indemnify and hold harmless CLIENT from any claim of copyright, patent or similar infringement provided CLIENT notifies Schneider Downs in writing immediately upon notice of such claim and cooperates fully in the defense of such claim. Schneider Downs shall have full and exclusive control of any such defense and settlement of the claim.    

Ownership and Use of Intellectual Property

During the term of this Agreement, as a result of Schneider Downs’ efforts under this Agreement, Schneider Downs may generate ideas, inventions, suggestions, copyrightable materials or other information (“Intellectual Property”).  Schneider Downs shall have title to such Intellectual Property.  To the extent such Intellectual Property is incorporated into work product to be produced by Schneider Downs and delivered to CLIENT under this Agreement, Schneider Downs grants and CLIENT hereby accepts a royalty-free, non-exclusive license to use all such Intellectual Property as incorporated into the Schneider Downs work product.

simpLEASE Accounting Connector Product Support Services

Schneider Downs shall maintain a CLIENT Support Center (“CSC”) capable of receiving telephone or Internet transmission reports of software irregularities. CLIENT may report simpLEASE Accounting or operator problems and seek assistance in the use of the simpLEASE Accounting solution.  Schneider Downs will maintain a product-trained and knowledgeable staff capable of rendering the services set forth in this Agreement. Schneider Downs will use all reasonable diligence to correct verifiable and reproducible errors when reported to the CSC.

After- hour support, including weekends, is available upon request and is billed at $300.00 per hour.  CLIENT shall not be charged for after hour support for those issues that are the fault of Schneider Downs.

Performance of simpLEASE Accounting Support Services or other services is contingent upon all payments, due to Schneider Downs pursuant to this Agreement or any other agreement between the Parties, being paid in a timely manner. 

STANDARD OF CARE, LIMITED WARRANTY

 SCHNEIDER DOWNS WARRANTS THAT THE SIMPLEASE ACCOUNTING CONNECTOR MODULES WILL SUBSTANTIALLY PERFORM IN ACCORDANCE WITH THE FUNCTIONALITY COMMUNICATED DURING OUR DEMONSTRATION.  SCHNEIDER DOWNS WILL MAKE ALL NECESSARY CORRECTIONS TO FULFILL THE FOREGOING WARRANTY WITHOUT ADDITIONAL COST TO THE CLIENT.  DURING THE 12-MONTH TERM FROM THE EFFECTIVE DATE OF THIS AGREEMENT, THE CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY MATERIAL BREACH OF ANY PROVISION OF THIS AGREEMENT OR FOR ANY WARRANTY SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT OF THE SUBSCRIPTION FEE FOR THE 12-MONTH PERIOD PRIOR TO THE ALLEGED BREACH.  SUBSEQUENT TO THE PERIOD 12 MONTHS FROM THE EFFECTIVE DATE OF THIS AGREEMENT, CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY MATERIAL BREACH OF THE AGREEMENT OR ANY WARRANTY SHALL NOT, UNDER ANY CIRCUMSTANCES EXCEED THE AMOUNT OF THE SUBSCRIPTION FEE FOR THE CURRENT YEAR IN WHICH THE ALLEGED BREACH IS COMMUNICATED.  REFERENCE TO BREACH OF THIS AGREEMENT SHALL INCLUDE ANY SUPPLEMENT, ADDITIONS OR AMENDMENTS TO THIS AGREEMENT.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST REVENUES OR LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY NATURE WHATSOEVER.  THIS DAMAGE EXCLUSION IS INDEPENDENT OF ANY REMEDIES PROVIDED FOR HEREIN. SCHNEIDER DOWNS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  SCHNEIDER DOWNS DISCLAIMS ALL WARRANTIES AND RESPONSIBILITY FOR THIRD-PARTY SOFTWARE WHICH SHALL BE THE SOLE OBLIGATION OF THE PROVIDER OF THE THIRD-PARTY SOFTWARE.

THE ACTIVATION OR CONSULTING SERVICES PROVIDED HEREUNDER BY SCHNEIDER DOWNS WILL BE PERFORMED IN A MANNER CONSISTENT WITH THE STANDARDS AND THE GENERAL CUSTOMS AND PRACTICES OF THE INDUSTRY.  CLIENT MUST REPORT ANY DEFICIENCIES IN THE ACTIVATION OR CONSULTING SERVICES WITHIN THIRTY (30) DAYS OF THE LATER OF THE COMPLETION OF THE ACTIVATION OR CONSULTING SERVICES OR THE DATE THAT SUCH DEFICIENCIES WERE REASONABLY DISCOVERABLE BY CLIENT, IN NO EVENT, HOWEVER EXCEEDING SIXTY (60) DAYS FROM THE DATE OF COMPLETION OF SUCH ACTIVATION OR CONSULTING SERVICES.

Client Data

CLIENT shall retain ownership of the entire right, title and interest in and to all materials, data and information provided by CLIENT to Schneider Downs, including without limitation, the CLIENT data and CLIENT confidential information, and all intellectual property rights thereto.  No ownership rights in such materials, data and information are transferred to Schneider Downs.

Sale, Assignment and Delay

CLIENT’s rights may not be transferred, leased or assigned except in its entirety to (1) a successor in interest of CLIENT’s entire business which assumes the obligations of this Agreement (provided the successor is, after the transfer or assignment, similar in size and nature to CLIENT) or (2) any other party who is reasonably acceptable to Schneider Downs, who enters into a substitute version of this Agreement and who pays an administrative fee intended to cover the migration costs.

Neither party shall be liable for any delays in the performance of any of its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, fire, strike, war, riots, acts of civil or military, judicial actions, acts of God, or any other casualty or natural calamity.