CORE SUBSCRIPTION AGREEMENT
This Core Subscription Agreement (“Agreement”) is made and entered into between Client and Pineapple Academy, Inc. (“PA”) by clicking on the box indicating Client’s acceptance of its terms and conditions. Client will only be able to access and use the PA system services on this Website after providing Client’s acknowledgment of acceptance of this Agreement.
- Access and Services.
Client’s access to the various services available on the PA system depends on the level of access client selects on the Services Menu. Client may change or discontinue Client’s account at any time by logging into the account at MY.PINEAPPLEACADEMY.COM. Changes can be made by submitting a new registration form. Termination of Client’s account can be made by following the instructions in section 12 below. PA reserves the right, as set out in section 12 below, to modify, suspend or terminate access to the Services on the PA system at any time for any reason without notice or refund, including the right to require Client to change Client’s login User ID or password. After Client is no longer an active customer, PA also reserves the right to delete all program and data files associated with Client’s account and/or other information Client has on PA’s system in accordance with the terms set out in section 12 below.
Client will be allowed to purchase a specified number of licenses for his or her use or for its employee users. A license will provide user access to selected PA training courses. The Client may track usage of the courses and how to purchase additional licenses by going to the Administrative Dashboard which is accessed through the Customer Portal on MY.PINEAPPLEACADEMY.COM. Unless otherwise set forth in the license purchased, courses are not intended for use by more than one designated person at a time and may not be shared with other employees or third parties without the prior written consent of PA. Licenses may be transferred by authorized users in accordance with the terms of the license.
- Subscription Program.
Free Trial. PA will allow you to cancel the Services without charge within 14 days of contracting for them (“Free Trial Period”). The Free Trial Program ends immediately at the end of the 14-day time period or when you provide notice of cancellation prior thereto.
Term. Upon enrollment, the term of this Agreement shall be selected in the Services Menu or Estimate (e.g. monthly, quarterly, semi-annually, annually) and shall end at the expiration of the term selected or 30 days after Client has provided written notice of termination at any time prior thereto. The term of this Agreement shall automatically renew for successive subscription periods unless Client gives notice of non-renewal to PA via the Customer Portal on MY.PINEAPPLEACADEMY.COM at least 30 days prior to the next scheduled renewal date.
Subscription Fees for the particular Services Client has selected to receive from PA are set out in the Services Menu or Estimate. Fees, for all Services received, will be billed in accordance with the terms set out in the Services Menu or Estimate and no refund or credit will be given to Client, if Client cancels the Subscription Program at any time during the subscription period. If Client elects to modify a Subscription Program during its term, credits for Fees previously paid may be applied to the new Program selected. All Fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies or duties (excluding taxes owed by PA). PA reserves the right to change its subscription plans and pricing in any manner and at any time as it may determine in its sole and absolute discretion. Any price changes or plan changes will take effect following written notice sent to Client at least 30 days prior to the end of the current subscription year term; and will not affect plans already contracted. If Client’s usage exceeds the terms of its Subscription Services plan, it will be billed for such excess usage the following month. PA will provide prior notice of excess usage before billing the subscriber.
- Payment Methods.
Client shall pay PA for all Fees through credit card, ACH, PayPal or check (each being a
“Payment Method” or collectively, “Payment Methods”). A minimum purchase of $100 or more is required for use of check payments. Client agrees to provide PA the expiration date and other information requested by PA pertaining to the Payment Method, and Client hereby authorizes PA to charge the Payment Method for all Fees applicable to Client’s purchase of the Subscriptions and Services provided pursuant to this Agreement. Upon cancellation or expiration of Client’s Payment Method, Client agrees to immediately provide a new Payment Method and other information requested by PA pertaining thereto. Late payments will bear interest at a rate of 1.5% per month until paid in full.
- User ID and Password.
During the registration process, Client created a User ID and password that allows Client to have access to the Services through the PA Website. Client will not provide Client’s User ID or password to access Services to any other person or entity or allow any other person or entity to access Services provided to Client under Client’s User ID and password, other than those permitted under Client’s Services plan. Client agrees they are solely responsible for any actions that occur under Client’s User ID and password. In the event that Client’s User ID and password become known by an unauthorized third party, Client agrees to notify PA immediately.
- Service Level Agreement.
The Service Level Agreement (“SLA”) for the PA system services sets forth Client’s sole remedies for availability or quality of the PA system services including any failure to meet any guarantee set forth in the SLA.
It describes the current practices of PA with regard to its provision of support and maintenance services, as defined below, to Clients having subscription accounts with PA. Please read this SLA carefully as it is the version in force at the time you enter into the PA Core Subscription Agreement. If you have questions or comments about this SLA, please do not hesitate to contact us.
A. System Availability
The PA System will achieve System Availability (as defined below) of at least 99% during each calendar week of a Subscription Term. “System Availability” means the number of minutes in a week that the key components of the PA System Services are operational as a percentage of the total number of minutes in such week, excluding downtime resulting from (1) scheduled maintenance at PA’s sole discretion, (2) events beyond PA’s control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer or telecommunications failures, delays involving hardware or software not within PA’s control, (3) malicious attacks on the system, (4) issues associated with the Client’s computing devices, local area networks or internet service provider connections, or (5) inability to deliver services because of acts or omissions of Client.
B. Support and Maintenance Services
Support and Maintenance Services are included in the PA Core Subscription and entitle Client to the following:
(1) Telephone or electronic support in order to help Client locate and correct problems with the PA System.
(2) Bug fixes and code corrections to correct System malfunctions in order to bring the System into substantial conformity with the operating specifications.
(3) All extensions, enhancements and other changes PA, at its sole discretion, makes or adds to the System and which PA furnishes, without charge, to all other Core Subscribers.
C. Severity Levels, Response Times and Resolution Goals
(1) “Business hours” are 8am – 5pm CST, Monday thru Friday, except bank holidays.
(2) “Fix” means the repair or replacement of a System component to remedy a Problem.
(3) “Problem” means a defect in the System as defined in PA’s standard System specification that significantly degrades the System.
(4) “Respond” means acknowledgement of Problem received containing assigned support engineer name, date and time assigned, and Severity Level assignment.
(5) “Severity Level” means the level of impact to your use of the System. It shows how service levels are affected by the current state of the System. There are three (3) Severity Levels ranging from 1 to 3. Severity Levels, Response Times and Resolution Goals are set out in the table below.
(6) “Workaround” means a change in the procedures followed or data supplied by Client to avoid a Problem without substantially impairing Client’s use of the System.
|1. Critical impact/System Down. Complete System Outage. (All or a clear majority of Subscribers are not able to access the System.)
|1-36 business hours
|Upon confirmation of receipt, a PA support personnel begins continuous work on the Problem. A Client resource must be available at any time to assist with Problem determination. Client Support will provide reasonable effort for Workaround or Fix within 36 hours, once the Problem is reproducible or once we have identified the System defect. PA may incorporate Fix in future release of System.
2. High Impact/Severe Downgrade of System.
(Majority of Subscribers are not able to use one or more features of System)
|24-48 business hours
|Client Support will provide reasonable effort for Workaround or Fix within 48 hours, once the problem is reproducible. PA may incorporate fix in future release of system.
3. Minimal Impact/Most of System is Functioning Properly.
(One or more Subscribers are not able to use a minor feature which does not impact the operational use of the System.)
|24-72 business hours
|Client Support will provide reasonable effort for Workaround or Fix within 72 hours, once the problem is reproducible. PA may incorporate Fix in future release of system.
PA owns all right, title and interest in (i) the software that implements the Services and (ii) all elements of its Website. Client does not acquire any ownership or rights in the Services or Website except as expressly provided herein. The Services and Website are copyrighted. Unauthorized copying of any element of the Website or Services or any accompanying written materials is expressly forbidden. Client agrees they may be held legally responsible for any copyright infringement that is caused or encouraged by Client’s failure to abide by the terms of this Agreement.
PA may, from time to time, upgrade or modify the Services and its Website (collectively, “Updates”). All Updates are provided to you pursuant to the terms and conditions of this Agreement.
If Client chooses to cancel Client’s subscription, Client must terminate Client’s use of the Services by canceling Client’s Subscription via the Customer Portal on MY.PINEAPPLE.COM. Cancellation of a Subscription prior to expiration date will not entitle Client to any refund of the
fees paid or still owed for the Subscription term. PA may terminate Client’s use of the Services and deny Client access to the Website per the terms set out in this Agreement. If Client’s use of the Services is terminated, Client’s username and password will be immediately disabled. PA reserves the right to delete any Client data after twelve (12) months from date of termination, subject to the provisions of section 7 pertaining to training certification demonstration.
- Website and Services Modifications.
PA reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or Services (or any part thereof), with or without notice, to comply with applicable law or to maintain or enhance the quality or delivery of the PA system services to its clients; the competitive strength of, or market for, the PA system services; or the cost efficiency or performance of the PA system services. PA shall not be liable to Client or to any third party for any modification, price change, suspension or discontinuance of the Website and/or its Services.
- Disclaimer of Warranty.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE WEBSITE ARE PROVIDED “AS IS”, AND PA AND ITS SUPPLIERS AND LICENSORS DO NOT MAKE, AND SPECIFICALLY DISCLAIM, ALL EXPRESS AND IMPLIED WARRANTIES OF EVERY KIND RELATING TO THE SERVICES AND WEBSITE (INCLUDING, WITHOUT LIMITATION, ACTUAL AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), AS WELL AS ANY WARRANTIES THAT THE SERVICES (OR ANY ELEMENTS THEREOF) WILL ACHIEVE A PARTICULAR RESULT, OR WILL BE UNINTERRUPTED OR ERROR-FREE. PA DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE WEBSITE OR SERVICES WILL BE CORRECTED.
- Limitation of Liability.
To the maximum extent permitted by applicable law, in no event shall either party be liable to the other party under any theory of liability for any consequential, indirect, incidental, special, punitive or exemplary damages of any kind (collectively, “Consequential Losses”), including, without limitation, Consequential Losses arising from loss of profits, revenue, data or use, or from interrupted communications or damaged data or Content, or from any defect or error or in connection with your acquisition of substitute goods or services or from malfunction of the Services, or any such Consequential Losses arising from breach of contract or warranty or from negligence or strict liability, even if such party or any other person has been advised or should know of the possibility of such Consequential Losses, and notwithstanding the failure of any remedy to achieve its intended purpose. Each party’s entire liability under any provision of this Agreement is limited to the repair or replacement of the Services or Website, or an amount equal to the Fees paid under this Agreement.
Client agrees to indemnify, defend and hold harmless PA and the managers, members, employees, agents, contractors, subsidiaries, affiliates, or parent companies of PA (each individually as an “Indemnified Person”) from any third-party claim and associated loss, cost, expense (including attorney’s fees, expert’s fees, and expenses), demand, liability, damages or cause of action of any kind or character (collectively referred to as “Claim”), including without limitation, for any personal injury or death, in any manner arising out of or relating to Client, or Client’s officers, directors, employees, agents, assigns, invitees, or other users using the Services under Client’s user name and password, whether authorized or not, (i) violating or otherwise breaching any provision of this Agreement or (ii) negligence, reckless or intentional misconduct by Client in its use of the Services This provision shall survive the termination of this Agreement.
PA agrees to indemnify, defend and hold harmless Client and its manager, members, employees, agents, contractors, subsidiaries, affiliates, or parent companies of Client (each individually as an “Indemnified Person”) from any loss, cost, expense (including attorney’s fees, expert’s fees, and expenses), demand, claim, liability, damages or cause of action of any kind or character (collectively referred to as “Claim”), including without limitation, for any personal injury or death, in any manner arising out of or relating to PA, or PA’s officers, directors, employees, or agents, whether authorized or not, (i) violating or otherwise breaching of any provision of this Agreement, or (ii ) any breach or inaccuracy in any warranty, covenant or representation of PA contained in this Agreement or any document executed by it in connection herewith which has been relied on by Client or arising out of any claim made by third parties against Client relating to the ownership or use of the Services or intellectual property utilized in the provision of such Services, including but not limited to claims Services infringes or misappropriates such third party’s copyrights, trademarks or trade secret rights. This provision shall survive the termination of this Agreement.
(a) No Third-Party Beneficiaries. No Third-Party Beneficiaries. Nothing contained in this Agreement will be deemed to create, or be construed as creating, any third-party beneficiary right of action.
(b) Waiver. No party will be deemed to have waived any provision hereof unless such wavier is in writing and executed by a duly authorized officer of the waiving party. No waiver by either party of any provision hereof will constitute a waiver of such provision on any other occasion.
(c) Assignment. Neither party may assign this Agreement without prior written consent of the other party.
(d) Severability. The invalidity or unenforceability, in whole or in part, of any provision, term, or condition hereof will not affect the validity or enforceability of the remainder of such provision, term, or condition or of any other provision, term, or condition.
(e) Notices. Except as specifically provided in this Agreement, all notices required hereunder shall be in writing and shall be given by personal delivery, electronic mail, overnight courier service, first-class mail postage prepaid, at the parties’ respective addresses set forth herein, or at such other address(es) as shall be specified in writing by such party to the other party in accordance with the terms and conditions of this Section. All notices shall be deemed effective upon personal delivery, or upon delivery if sent by electronic mail, or one business day following deposit with any overnight courier service, or three business days following deposit with the U.S. Postal System, first-class postage attached, in accordance with this Section. Notices to you shall be sent to the address provided when you registered for the Services. Notices for PA shall be sent to 605 S.W. U.S. Highway 40, Suite 292, Blue Springs, MO 64014.
(f) Governing Law. The terms and conditions of this Agreement are governed by and construed in accordance with the laws of the State of Missouri, USA without resort to its conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and does not govern or apply to the terms and conditions of this Agreement.
(g) Jurisdiction and Venue. The parties hereby irrevocably submit to the jurisdiction of the state courts of the State of Missouri and to the jurisdiction of the United States District Court for the Western District of Missouri, for the purpose of any suit, action, or other proceeding related to, arising out of or based upon this Agreement or in any way related to, arising out of or involving the Services or Website; waive and agree not to assert by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, or proceeding is brought in any inconvenient forum, that the venue of the suit, action, or proceeding is improper. The parties hereby consent to service of process by registered mail at the address to which notice is to be given. The exclusive venue for any proceeding under this Agreement shall be solely in any state court in Jackson County, Missouri, or the Federal District Court for the Western District of Missouri, Kansas City, Missouri. Client acknowledges the prices for Services offered under this Agreement are in part dependent on Client’s consent to jurisdiction in Missouri and exclusive venue in Jackson County, Missouri, and without Client consent to this jurisdiction and venue provision the prices for Services would be higher.
(h) Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
(i) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior oral or written agreements between the parties. This Agreement may not be amended unless such amendment is in writing and signed by all parties hereto.
CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS ONLINE CORE SUBSCRIPTION AGREEMENT by clicking on the box indicating such.