Support Portal User Agreement

User Agreement

1. Introduction

By using the Chase Design, Inc. Support Portal web-based technical support service (“Support Portal”), Customer (hereinafter “you”) agrees to the following terms and conditions (“Support Portal User Agreement and Terms of Use”), and to Terms of Service, including without limitation Chase Design, Inc.’s policies regarding use of Chase Design, Inc.’s trademarks and logos; use of public communications; and third party websites, content and services. These terms supplement the terms of your agreement with Chase Design, Inc. or a vendor acquired by Chase Design, Inc.. In the event of a conflict between either your agreement or the Chase Design, Inc. Terms of Service and the following terms, the terms below will control your use of and access to the Support Portal.

Through the Support Portal, you may have access to various programs, software and web-based tools, and other materials made available by Chase Design, Inc. now and in the future, including but not limited to bulletins, white papers, and other technical publications; information on product certification, product availability, and product support; any bug database; service requests that you have submitted; software patches; bulletin board; and hyperlinks to websites not controlled by Chase Design, Inc. (the “Materials”).

You agree that access to the Support Portal, including access to the service request function, will be granted only to your designated support contacts and that the Materials may be used only in support of your authorized use of the Chase Design, Inc. product and/or cloud services for which you have a current support contract. Except as specifically provided in your agreement with Chase Design, Inc., the Materials may not be used to provide services for or to third parties and may not be shared with or accessed by third parties. The Materials may be shared with or accessed by your agents or contractors acting on your behalf, subject to your Chase Design, Inc. agreement, solely for your support of your authorized use of the Chase Design, Inc. product and/or cloud services and you are responsible for their compliance with these Support Portal Terms of Use. You agree that you will not access or use the Support Portal in any manner that could damage, disable, overburden, impair, or otherwise result in unauthorized access to or interference with, the proper functioning of any Chase Design, Inc. accounts, systems, or networks. For example, you may not use any software routines commonly known as robots, spiders, scrapers, or any other automated means, to access the Support Portal or any other Chase Design, Inc. accounts, systems, or networks.

2. Warranties and Disclaimers

THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED IN THE SUPPORT PORTAL MAY BE OUT OF DATE OR INCLUDE OMISSIONS, INACCURACIES OR OTHER ERRORS. THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED IN THE SUPPORT PORTAL, INCLUDING THE MATERIALS, ARE PROVIDED “AS IS” AND WITHOUT WARRANTY. Chase Design, Inc. DOES NOT WARRANT THAT THE INFORMATION IN THE MATERIALS IS UP TO DATE OR ERROR-FREE, NOR DOES IT PROVIDE ANY OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED IN LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE MATERIALS ARE NOT A PROGRAM OR DOCUMENTATION UNDER THE TERMS OF YOUR AGREEMENT(S) WITH Chase Design, Inc..

IN NO EVENT SHALL Chase Design, Inc. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SUPPORT PORTAL OR ANY OTHER HYPERLINKED WEB SITE.

NOTWITHSTANDING THE FOREGOING, Chase Design, Inc.’S RESPONSES TO SERVICE REQUESTS AND ANY PROGRAM UPDATES DISTRIBUTED THROUGH THE SUPPORT PORTAL ARE SUBJECT TO THE RELEVANT WARRANTIES AND EXCLUSIVE REMEDIES STATED IN THE AGREEMENT BETWEEN YOU AND Chase Design, Inc..

Chase Design, Inc. RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SUPPORT PORTAL, THE MATERIALS, AND/OR THE PRODUCTS OR PROGRAMS DESCRIBED IN THE SUPPORT PORTAL AT ANY TIME WITHOUT NOTICE.

3. Confidentiality

Except for information in websites controlled by third parties that are accessible via hyperlinks from the Support Portal, the information contained in the Materials is the confidential proprietary information of Chase Design, Inc.. You may not use, disclose, reproduce, transmit, or otherwise copy in any form or by any means the information contained in the Materials for any purpose, other than to support your authorized use of the Chase Design, Inc. product and/or cloud services, for which you have a current support contract, without the prior written permission of Chase Design, Inc.. Chase Design, Inc. will take reasonable measures to keep third parties from obtaining unauthorized access to service requests that you submit using the Support Portal; however, Chase Design, Inc. does not guarantee that third parties will not have access to any information, comments, feedback, or materials that you submit to Chase Design, Inc. through or in association with the Support Portal.

4. Forums and Hyperlinks

The Support Portal may contain newsgroups, forums, bulletin boards, or other public forums (“Forums”). Chase Design, Inc. does not endorse (and has not necessarily reviewed) any communication made by any person (including Chase Design, Inc. employees) in any Forum. The Support Portal may contain hyperlinks to web sites controlled by parties other than Chase Design, Inc.. Chase Design, Inc. is not responsible for and does not endorse the contents or use of these websites.

5. Export Compliance

You agree that you will comply with all United States export laws and that none of the information in the Materials will be exported, directly or indirectly, in violation of such laws.

6. Materials and Support Portal Terms of Use Subject to Change Without Notice

The contents of the Materials are subject to frequent change without notice. Also, the Support Portal Terms of Use may change without notice, and you agree to abide by the Support Portal Terms of Use in effect each time that you access the Support Portal.

7. Website Support Fees & Billing

By using the Chase Design, Inc. Support Portal web-based technical support service (“Support Portal”), you agree that Website Maintenance, Website Support, Website Updates and Website Reporting will be charged at the $165 per hour rate.

8. Copyrights and Trademarks

The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Chase Design, Inc. for inclusion within, or to, or in support of website maintenance and or support, are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless; protect, indemnify Chase Design, Inc. and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client

9. Customer Data and Data Security

As between the parties, Customer and its licensors retain all right, title, and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the Support Portal. Subject to the terms of this Agreement, Customer hereby grants to Chase Design, Inc. and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Services, Software, Mobile Apps, and perform all related obligations owed to Customer under this Agreement, or as may be required by law.  The customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Chase Design, Inc. under this Agreement. If Customer is subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (HIPAA), Customer may not upload protected health information (“PHI”) as defined by HIPAA unless Customer has entered into a business associate agreement with Chase Design, Inc., which will govern the parties’ respective obligations with respect to any ePHI uploaded by Customer to the Services, Software, or Mobile Apps (“BAA”).

The parties will comply with the terms of the DPA, which is incorporated into this Agreement by this reference, with respect to the provision and processing of Personal Data as defined in the DPA. Chase Design, Inc. will use appropriate technical and organizational measures in the Services to protect Customer Data from unauthorized access, processing, loss, or disclosure. Chase Design, Inc. measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. The customer understands that Chase Design, Inc., and its Affiliates will process Customer Data in accordance with applicable data protection laws, this Agreement, including the DPA., and the Privacy Notice.

10. Indemnification

Customer will defend Chase Design, Inc. and its Affiliates from any third party claim (“Claim”), and will indemnify and hold harmless Chase Design, Inc. and its Affiliates from and against any damages and costs awarded against Chase Design, Inc. and its Affiliates, or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim, to the extent caused by: (i) Customer’s or its Affiliate’s unauthorized supply, disclosure, or processing of Customer Data, including Personal Data therein, (ii) Customer’s or its Affiliate’s violation of laws applicable to Customer’s or its Affiliate’s business.

In the event of a potential indemnity obligation under this Section 11, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this section will not relieve the indemnifying party of its obligations under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under this Section 11 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.

11. Suspension and Termination

Chase Design, Inc. may suspend Customer’s access to the Services, Software, Mobile Apps and/or Customer’s Account, on the following grounds: (i) late payment/non-payment of undisputed Fees, or in the event suspension is deemed necessary by Chase Design, Inc. to prevent or address the introduction of Malicious Software, a security incident, or other harm to Customer, Chase Design, Inc., or Chase Design, Inc.’s other customers.  Chase Design, Inc. will notify Customer of any such suspension. Chase Design, Inc. will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved. Such suspension will in no way affect Customer’s other obligations under this Agreement.

Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12. Data Privacy

Chase Design, Inc. may share your personal data as follows:

• With third party service providers providing services such as customer management systems; data analytics providers; hosting providers; parties that need to operate the website.

• With third-party payment processors who process your credit card and other payment information for Chase Design, Inc. but are otherwise not permitted to store, retain, or use such information.

•  Reasons for our sharing: To manage our interactions with you; to prevent or investigate fraud; to analyze your interactions with us or our website; to enforce our Terms of Service.

• If we are involved in a merger, reorganization or other fundamental corporate change with a third party or sell/buy a business unit to/from a third party, or if all or a portion of our business, assets are acquired by a third party, with such third party including at the due diligence stage. In accordance with applicable laws, we will use reasonable efforts to notify you of any transfer of Personal Data to unaffiliated third party.

13. Right to Revoke and Monitor Access

Chase Design, Inc. retains the right to revoke access to the Support Portal and Materials at any time for any reason. Access to the Support Portal may be monitored by Chase Design, Inc..

14. Billing Structure and Payment Terms

The billing structure will be as follows:

1. Work Completed: We will invoice for the work completed at monthly intervals. The invoices will detail the specific tasks, milestones, or deliverables accomplished during that period.

2. Payment Terms: Our standard payment terms will be: 30 days from the date of invoice. All invoices will be sent electronically to the designated contact person and must be paid within the agreed-upon timeframe.

By adopting this billing approach, we aim to provide you with transparency and flexibility throughout the project/support task, ensuring that you are billed accurately for the work completed. This method allows for a more dynamic collaboration and facilitates effective budget management.