Select1 Solution Inc. Service Agreement

We are excited you are here!  RabbitTrax is a software that is owned by Select1 Solution Inc. (“S1S”) and is a software and mobile application that was specifically designed to enhance compliance control within an organization.  Its simple and powerful design allow users throughout an organization to electronically track, monitor and report while on the go. These terms of use are an explanation of obligations for you as a customer and our company as a service provider.  These terms are binding on any use of services provided and become binding for you when access to our services is provided.  This agreement is not intended to answer every question or issue raised in the usage of our services and S1S reserves the right to change these terms at any time.  It is in fact likely that these terms will change over time and they are effective upon submitting them via our website.  We will make every effort to communicate these changes by contacting you via email and advertising them on our website.

Please read the S1S Software as a Service Agreement (This “Agreement”) carefully before registering.  By clicking the button “I Accept” or by accepting this agreement through any other means you agree to follow and be bound by the terms and conditions of this agreement.  If you are entering this agreement on behalf of another, or any legal entity you are making a representation that you have the authority to bind the person, or entitity to this agreement.  If you do not have the authority or if you do not agree to all terms and conditions then select the “I Decline” button.  If you select the “I Decline” button or choose to not accept these terms via any other means then access to our services will not be allowed.

1. Agreement Definitions

“You” and “your” refers to the individual or entity that is requesting to use the software as a service from Select 1 Solution Inc. (“S1S”).  Software as a service consists of system administration, system management, and system monitoring activities that S1S performs for S1S programs, and includes the right to use the S1S programs, support services for such S1S programs, as well as any other services provided by S1S.  “Offer“ refers to the payment terms and conditions that are described in and on the website www.rabbittrax.net and or any payment and term addendum or amendment executed by both S1S and you before the software as a service access is granted.  “Fee” includes the monthly fee payable by you that is in the Offer or any executed addendum or amendment by You and S1S.

2. Applicability of Agreement

This software as a service agreement is valid once login is verified and usage of the service occurs.

3. Rights Granted

Upon S1S granting access to our services given to you, you have a nonexclusive, non-assignable right to use our services solely for your internal business operations.  You may also allow all users of the system the same rights and you agree that you will hold them to the compliance within this agreement.  You acknowledge that S1S will not ship nor deliver copies of the programs as a part of the service.  Upon the end of the agreement the right to access the services shall terminate.

4. Term

S1S provides temporary credentials granting limited access to our services and software for free for 30 consecutive days (“Trial”).  During this Trial You will have access to the software for evaluation purposes.  At S1S’s discretion, S1S may provide services or support.  Following the 30 day Trial S1S will disable the software unless You have entered into a payable agreement with S1S.  S1S shall not be liable for any loss of data due to S1S disabling the software.

Following the Trial You may choose to continue with a payable version of the software by completing our paid version form, (“PVF”) which will be sent via email.  You may also continue with a payable version of the software by contacting us directly and S1S will forward You the PVF to complete and submit to S1S.

The term of the services and any renewal years are collectively defined as the “services term.” Upon completing the PVF You agree to enter into S1S’s Services Term which will consist of a12 month contract beginning the day access is granted, following the submission and completed PVF.

Upon the expiration of the initial Services Term, and each extension of the Services Term, this agreement shall automatically renew and the Services Term shall be extended for an additional period equal to the initial Services Term, upon the same terms and conditions contained herein except that the Fees and Taxes shall be at the then applicable rates established in the pricing table of the www.rabbittrax.net website and/or mutually agreed upon through an addendum or amendment to this agreement and executed by you and S1S.  If you do not want the term of this agreement to renew, you must give S1S written notice of non-renewal not less than 60 days prior to the renewal date.

5. Ownership and Restrictions

S1S retains all ownership and property rights to anything developed under this agreement.  You will retain all ownership and intellectual property rights in and to your data.  Any technology created by you or a third party utilized in conjunction with the S1S programs will be governed by the third party license agreement and will not be supported or protected by S1S and covered within this agreement.

You may not:

• alter or change any marks or notices of S1S’s licensors’ proprietary rights
• make the services available, licesne or sell to anyone outside your organization without prior written authorization from S1S.
• alter, change, disassemble, reverse engineer any part of the services provided and or support or assist a 3^rd party in building or supporting any product or service that would deem competitive to S1S’s services within this agreement.

The rights you posses under the agreement also have the following conditions:

• the services provided for (“named users”) can not be shared or duplicated and are only approved and authorized for the specific “named users”
• you and or your represented company will make every effort to prevent any unauthorized usage or access of S1S products and services.

6. Nondisclosure

Both parties will have access to information that is confidential to one another (“confidential information”).  We agree to only disclose information that is required for the performance of the agreement.  Confidential information shall be limited to the terms and pricing under the agreement, our data residing in the environment, and all information clearly identified as confidential.  Confidential information shall not include anything that is already public or becomes public by the party which owns the information.  We both agree to hold each other’s confidential information in confidence for a period of 2 years following the termination of the agreement.  All data residing in the services environment shall stay confidential indefinitely.

7. Indemnification

You indemnify S1S against all claims, costs, damage and losses that arise from your breach of any of these terms or any obligation you have to S1S, including but not limited to any costs relating to the recovery of any Fees that are due but have not been paid by you.

8. Support Services

Support services provided will consist of phone and email support.

You or your company will be entitled to one year of phone and email support available 24 hours per day 7 days per week, at no additional cost.  At S1S’s discretion more support may be provided or offered.  You will be entitled to maintenance upgrades and bug fixes at the discretion of S1S on an as needed basis.

9. Fees and Taxes

You agree to pay for all services agreed upon in the offer.  S1S will invoice monthly and You, your billing contact or your company is responsible in remitting payment within 10 days of the invoice date.  Data storage and users are subject to the pricing grid in the offer and or any addendum or amendment to this agreement and executed by You and S1S.  In the event you or your company surpasses the agreed upon limit in the offer or addendum or amendment you or your company are subject to payment adjustments as described in the offer addendum or amendment.

10. Termination

End of Agreement Services provided under this software as a service agreement shall be provided for the period defined in section 4 of this agreement unless earlier terminated in accordance with the agreement. The term of the services and any renewal years are collectively defined as the “services term.” At the end of the services term, all rights to access or use the services, including the S1S programs listed in the offer, shall end.  If either of us breaches a material term of the agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the applicable offer under which the breach occurred. If S1S ends the offer as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for the services ordered under the agreement plus related taxes and expenses. If S1S ends the services under the Indemnification section, you must pay within 30 days all amounts remaining unpaid for services plus related taxes and expenses. The non breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach.  You agree that if you are in default under the agreement, you may not use the services ordered.

In addition, S1S may immediately suspend your password, account, and access to or use of the services (i) if you fail to pay S1S as required under the agreement and do not cure within the first ten days of the 30 day cure period, or (ii) if you violate any provision within sections 3, 5, or 11 of this software as a service agreement. S1S may terminate the services hereunder if any of the foregoing is not cured within 30 days after S1S’s initial notice thereof. Any suspension by S1S of the services under this paragraph shall not excuse you from your obligation to make payment(s) under the agreement.  At your request, and for a period of up to 60 days after the termination of the applicable offer, S1S may permit you to access the services solely to the extent necessary for you to retrieve a file of your data then in the services environment.  You agree and acknowledge that S1S has no obligation to retain your data and that your data may be irretrievably deleted after 60 days following the termination of the offer.  Provisions that survive termination or expiration of the agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.

11. Export

United States and any other relevant local laws and regulations apply to the services provided and you agree to comply to all such laws and agree that no export, re-export directly or indirectly will occur in violation to any of the aforementioned laws and regulations.

12. Force Majeure

Neither party shall be responsible for any failures or delays of services or performance if caused by an event or situation outside the control of either party.  Both parties will make reasonable efforts to mitigate any effect caused by a force majeure event.  If a force majeure event shall occur for more than 30 days then either party may terminate the agreement upon written notice.

13. Your Data

S1S will comply with the S1S Privacy Policy.  Your data will be stored on a 3^rd party application in conjunction with your services.  S1S shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by third party application providers.  S1S will only store Your data for a 5 year rolling time period.  At the beginning of the 6^th year S1S will notify You and give you the option to continue to store your data with S1S in an environment and cost at S1S’s discretion and agreeable by both parties.  S1S will also give You the option to transfer a minimum of 1 year of data to a location paid for and owned by You within 30 days of the notification.  If neither one of the aforementioned options are selected and agreed upon in writing within 30 days of the notification, S1S shall have the right to delete the first of the rolling 5 years of data.  Upon termination of the agreement S1S will transfer any data stored up to the point of termination.  S1S will transfer this data within 30 days of the termination and in a manner determined by S1S.

14. Services Tools

S1S may use scripts, software, and utilities (“tools”) to monitor and administer the services and to help S1S resolve any service request.  These tools are subject to all the terms and limitations in this document and are provided by S1S on an “as is” basis and will not be supported or be offered any warranties associated with their use.

15. Statistical Information

Any statistics that are related to the performance of the services S1S provides and is not in violation to any confidential information or include your company’s name.  S1S will retain all intellectual rights in such information

16. Warranties

S1S makes no warranties or guarantees that the services provided will meet you or your company’s requirement and that it is suitable to be used for any general purpose.  S1S does not warrant that all services provided will be uninterrupted or performed error free.

17. Limitation of Liability

S1S excludes all liability and responsibility to you, or any other person for any loss or damage resulting directly or indirectly from the use of, the reliance of the services provided.  If you receive a loss or damage due to S1S’s negligence or failure to comply to the terms in this agreement will be limited to the fees paid by you within the previous 12 months.

18. Other
    1. This agreement is governed by the laws of Kansas and both parties agree to submit any disputes arising from this agreement in the courts of Shawnee County Kansas.
    2. You may not assign, grant or transfer services or rights to any other party, entity or individual without the written consent of S1S
    3. No action arising from violations of this document except for actions due to non-payment or a break of S1S’s proprietary rights may be brought forth by either party more than 2 years after the violation has occurred.
    4. S1S may audit your use of the services. You agree to cooperate with S1S’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the services in excess of your rights. If you do not pay, S1S can end your services and/or the agreement. You agree that S1S shall not be responsible for any of your costs incurred in cooperating with the audit.

19. Customer Reference

S1S will be allowed to identify you as a customer of S1S and the services you use.  S1S will be allowed to use your logo in any sales presentation and on our website or any other marketing materials and or press release.  You will allow S1S to advertise and provide a customer profile for use by S1S on www.select1solution.com or www.rabbittrax.net for any promotional purpose.