Terms

12 Month Plan

The term of this Agreement shall be 12 months from the date executed. Should the Customer terminate this Agreement at any time, all fees paid including setup, hosting, and professional services of any kind are nonrefundable. Your plan rate will remain in effect for 12 months.

Month-to-Month Plan

The term of this Agreement shall be month to month from the date executed. Should the Customer terminate this Agreement at any time, all fees paid including setup, hosting, and professional services of any kind are nonrefundable. Your plan rate will remain in effect through 12/31/10.

Cancellation

12 Month and Month-to-Month Plans

The Customer may cancel service at any time with a 30 day written notice. An email to CustomerCare@nrcondemand.com shall suffice as written notice. Service will be terminated on the following billing period. Due to our licensing agreement with Microsoft, hosting service and licensing cannot be prorated.

12 Month Plan

If you cancel your service before the end of your service term you will be charged a cancellation fee of $125 per user for the total number of users on your subscription.

Billing Start Date

NRC|OnDemand invoices for setup (if applicable) and first month fees upon execution of this Agreement. While your system(s) might not be immediately accessible, our team goes to work for you the day we receive your order.

Payment

Billing will commence immediately. Customers will remit payment to:

NRC|OnDemand
1000 N WATER ST, STE 950
MILWAUKEE, WI 53202-6669

Questions about billing issues can be submitted to billing@nrcondemand.com or by contacting us at 414-203-2448.

Past due accounts may lose access to servers, email, and data. There will be a $750 fee to reinitiate servers that have been suspended for late payments. The Customer shall be responsible for payment of all attorney fees or collection agency fees related to their account. Past due balances are subject to an annual interest rate of 18%.

Account Setup Timeline

In most cases, NRC|OnDemand will set up your account, and you will have secure access to it, within one business day.

Maintenance

Standard, scheduled maintenance (including system upgrades, enhancements, and other updates) is performed every third (3rd) Sunday of the month, between the hours of 6:00AM and 10:00AM CST/CDST. For standard (non-emergency) maintenance, you will receive a reminder notification the Friday prior to the outage.

Emergency Maintenance

Maintenance that is deemed critical in nature may be performed at any time based on the sound judgment of Microsoft and NRC|OnDemand engineers. In these extremely rare cases, NRC|OnDemand staff will act first to protect your servers and your data even if that may require a brief service outage. For emergency maintenance, you will typically receive at least twelve (12) hours notice; we also reserve the right to perform immediate emergency maintenance without any prior notification, should it be deemed absolutely necessary to protect and maintain the security of the service. Any outage which is caused by a maintenance issue deemed by Microsoft or NRC|OnDemand as an “emergency” shall not be considered an outage as described in or subject to the terms of the Service Availability Guarantee.

Technical Support

NRC|OnDemand ensures that your applications receive monthly maintenance and that your databases are always backed up.

Normal Business Hours

In the event that customer initiates support during normal business hours (Monday - Friday, 8:00AM to 5:00PM CST/CDST), NRC|OnDemand will reply to the support request via email within fifteen (15) minutes. The email address CustomerCare@nrcondemand.com is monitored 24 hours a day, 7 days per week, 365 days of the year.
Response and resolution times may vary based on the nature and severity of the problem, and NRC|OnDemand’s potential reliance on Microsoft to provide resolution.

Non-Business Hours and Emergencies

Users may submit a request for support via email (CustomerCare@nrcondemand.com) 24 hours a day, 7 days per week. Our support engineers will make every effort to provide support during non-business hours. 

Data Security & Backup

Location

Our servers are located in a 3rd party commercial data center in Milwaukee, WI.  The data center is a secure facility that requires key card and biometric authentication to access the equipment.

Data Integrity

NRC|OnDemand employs RAID techniques to ensure the integrity of the data on its servers; the data is written to two disks simultaneously to prevent data loss in the event of hardware failure. NRC|OnDemand performs routine server backups for disaster recovery purposes only. Server backup scope and scheduling is at NRC|OnDemand’s sole discretion.

Backup Schedule

All customer data is backed up nightly, and these backups are retained for 21 days.  

Data Retention After Account Termination

NRC|OnDemand shall not be responsible for retaining any customer data 14 days past account termination.  All data is deleted from the servers after termination period including removal from backups during scheduled backup rotation.  NRC|OnDemand shall not restore, provide on any storage media or send out any data pertaining to existing or terminated accounts after this termination period.  A request for data returned upon termination can be made with an email to CustomerCare@nrcondemand.com.   There is a $1,500 data delivery fee for NRC|OnDemand to extract data and deliver via DVD.

Service Availability

Network Availability is defined as the ability to pass incoming and outgoing TCP/IP traffic through NRC|OnDemand’s network from/to IP transit provider (Internet backbone).

Servers unavailability resulting from loss of Network Availability is excluded from servers availability calculations if the Network Availability loss is caused by any factor(s) beyond NRC|OnDemand’s control, including but not limited to such factors as IP transit provider (backbone) or end user's portion of the network (commonly known as "last mile") failure, denial of service or similar attacks directed at the Company's servers or the Company's network.

Service Availability Guarantee

NRC|OnDemand guarantees 99.9 percent Service Availability to its eligible customers. In the event that a customer’s server(s) experiences the unavailability of service as a result of a failure of any component of the NRC|OnDemand Network, NRC|OnDemand will issue a credit as described below. Service interruptions caused by NRC|OnDemand’s planned network maintenance activities, or customer’s software programming and software maintenance activities, or service provided by a party other than NRC|OnDemand for customer, or planned emergency network maintenance, are ineligible for availability guarantee compensation.

Service Availability Guarantee Process

At customer’s request, NRC|OnDemand will calculate customer’s “Network Unavailability” in a calendar quarter. “Network Unavailability” consists of the number of minutes that the NRC|OnDemand Network was not available to customer. Network unavailability will not include Scheduled Maintenance, or any unavailability resulting from

• Customer’s applications, equipment, or facilities;
• Acts or omissions of customer, or any use or user of the service authorized by customer;
• Reasons of Force Majeure (as defined below).

Service Availability Guarantee Credits

Service Availability credits for affected customers are determined in accordance with the following guidelines: For any outage that is up to two hours in length, customer will receive a 5% credit from the next monthly bill. A maximum of 20% credit will be given in a single month’s time.

Outage Reporting Process

The Outage Reporting Guarantee is applicable only to services provided by NRC|OnDemand. Customer is solely responsible for providing NRC|OnDemand accurate and current contact information for customer’s designated points of contact. NRC|OnDemand will be relieved of its obligations under this Outage Reporting Guarantee if NRC|OnDemand’s contact information for customer is out of date or inaccurate due to customer’s action or omission or if NRC|OnDemand’s failure is due to reasons of Force Majeure.

Force Majeure Scope

Circumstances beyond NRC|OnDemand's reasonable control, including, without limitation, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, attacks (including, without limitation, denial of service attacks, virus attacks), hackers, failure of third party software (including, without limitation, anti-virus software, backup software) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this SLA;

• Failure of hardware, unless such hardware is within sole control of NRC|OnDemand;
• Failure of access circuits to the NRC|OnDemand Network, unless such failure is caused solely by NRC|OnDemand;
• Scheduled maintenance and emergency maintenance and upgrades;
• DNS issues outside the direct control of NRC|OnDemand;
• Issues with customer’s Internet access;
• Erroneous SLA outages reported as a result of outages or errors of any NRC|OnDemand's measurement system;
• Customer's acts or omissions (or acts or omissions of others engaged or authorized by customer), including, without limitation, custom scripting or coding, any negligence, willful misconduct, or use of the Service in breach of NRC|OnDemand's Terms and Conditions;
• DNS Propagation;
• Outages elsewhere on the Internet that hinder access to your account or services. NRC|OnDemand is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it. NRC|OnDemand will guarantee only those areas considered under the control of NRC|OnDemand: NRC|OnDemand server links to the data center Internet feeds, NRC|OnDemand routers, and NRC|OnDemand servers.

Service Credit Process

In the event customer qualifies for a Service Credit, the following process will be used:

• Filing Period: Service Availability claims must be submitted to NRC|OnDemand within two weeks of event occurrence.
• Claim Process: Customer must submit the required information by email to: billing@nrcondemand.com.
• Policy Claim: NRC|OnDemand reserves the right to change, amend, or revise this policy at any time.

Required Information

• Organization name
• Administrative Contact’s name and contact information
• Date and beginning/end time of outage
• Brief description of the characteristics of the outage

Data Migration & System Customizations

Data migrations and system customizations are not covered by this agreement. Should the customer have complex data to migrate into the applications or require customizations to applications, NRC|OnDemand staff will work with the customer to provide a statement of work and related cost estimate for NRC|OnDemand staff to complete the data migration.

Ownership of Data

All data created by the customer and/or stored by the customer within NRC|OnDemand’s applications and servers are considered by NRC|OnDemand to be your property and is for your exclusive use unless access is permitted by the customer. NRC|OnDemand makes no claim of ownership of any web server content, email content, or any other type of data contained within the account holder's server space and applications on NRC|OnDemand's servers, unless NRC|OnDemand has a good faith belief that such content or data is owned by NRC|OnDemand, its agents, affiliates or vendors.

Customer Responsibilities

Microsoft Dynamics CRM 4.0 Customers

To access our services, the customer must provide, at minimum:

• An Internet connection with sufficient bandwidth and quality to allow trouble-free browsing and data uploading and downloading;
• A fully functional Internet browser.

Microsoft Dynamics CRM 4.0 Outlook Client

NRC|OnDemand will provide software and documentation to enable the customer to install the Microsoft Dynamics CRM Outlook client. The customer is responsible for the installation of the Microsoft Dynamics CRM 4.0 client on the customer’s computers, and NRC|OnDemand shall not be responsible for the support of the customer’s desktop environment.

To use the Microsoft Dynamics CRM 4.0 Outlook Client, all computers that you’d like to install the client on must meet the following operating system requirements:

• Operating System
  • Minimum: Windows XP Professional Edition with SP2 installed
  • Recommended: Microsoft Vista Professional Edition*
    *Windows Vista Home Edition is not supported.
• Email client
  • All computers must have licensed copies of Microsoft Outlook 2007 installed on them.

Microsoft Exchange 2007 Customers

To access our services, the customer must provide, at minimum:

• An Internet connection with sufficient bandwidth and quality to allow trouble-free browsing and data uploading and downloading;
• A fully functional Internet browser;
• Microsoft Outlook for RCP over HTTP(S) connections to Exchange server.

This document concerns your use of Microsoft software, which includes computer software provided to you by NRC|OnDemand as described below, and may include associated media, printed materials, and “online” or electronic documentation (individually or collectively “SOFTWARE PRODUCTS”). NRC|OnDemand does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which NRC|OnDemand needs to inform you. Your right to use the SOFTWARE PRODUCTS is subject to your agreement with NRC|OnDemand, and to your understanding of, compliance with and consent to the following terms and conditions, which NRC|OnDemand does not have authority to vary, alter or amend.

1. DEFINITIONS. For purposes of this Appendix, the following definitions shall apply:
   • “Client Software” means software that allows a Device to access or utilize the services or functionality provided by the Server Software.
   • “Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone”, or other electronic device.
   • “Server Software” means software that provides services or functionality on a computer acting as a server.
   • “Redistribution Software” means software described in Paragraph 4 (“Use of Redistribution Software”) below.
2. OWNERSHIP OF SOFTWARE PRODUCTS. The SOFTWARE PRODUCTS are licensed to NRC|OnDemand from an affiliate of the Microsoft Corporation (“Microsoft”). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS does not transfer any ownership of SOFTWARE PRODUCTS or any intellectual property rights to you.
3. USE OF CLIENT SOFTWARE. You may use the Client Software installed on your Devices by NRC|OnDemand only in accordance with the instructions, and only in connection with the services, provided by you by NRC|OnDemand.
4. USE OF REDISTRIBUTION SOFTWARE. In connection with the services provided to you by NRC|OnDemand, you may have access to certain “sample,” “redistributable” and/or software development (“SDK”) software code and tools (individually and collectively “Redistribution Software”). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS (“SPUR”) APPLICABLE TO NRC|ONDEMAND, WHICH TERMS MUST BE PROVIDED TO YOU BY NRC|ONDEMAND. Microsoft does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by NRC|OnDemand.
5. COPIES. You may not make any copies of the SOFTWARE PRODUCTS; provided, however, that you may (a) make one (1) copy of Client Software on your Device as expressly authorized by NRC|OnDemand; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with NRC|OnDemand, upon notice from NRC|OnDemand or upon transfer of your Device to another person or entity, whichever first occurs. You may not copy any printed materials accompanying the SOFTWARE PRODUCTS.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that applicable law, notwithstanding this limitation expressly permits such activity.
7. NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute SOFTWARE PRODUCTS to any third party, and you may not permit any third party to have access to and/or use the functionality of the SOFTWARE PRODUCTS.
8. TERMINATION. Without prejudice to any other rights, NRC|OnDemand may terminate your rights to use the SOFTWARE PRODUCTS if you fail to comply with these terms and conditions. In the event of termination or cancellation, you must stop using and/or accessing the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of its component parts.
9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY NRC|ONDEMAND AND NOT BY MICROSOFT OR ITS AFFILIATES OR SUBSIDIARIES.
10. PRODUCT SUPPORT. Any product support for the SOFTWARE PRODUCTS is provided to you by NRC|OnDemand and is not provided by Microsoft or its affiliates or subsidiaries.
11. NOT FAULT TOLERANT. THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
12. EXPORT RESTRICTIONS. The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issue by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.
13. LIABILITY FOR BREACH. In addition to any liability you may have to NRC|OnDemand, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.

Introduction

NRC|OnDemand's Acceptable Use Policy ("AUP") for products and services is designed to help protect NRC|OnDemand, its customers, and the Internet community in general from fraud, abuse of resources, and irresponsible or illegal activities.

NRC|OnDemand makes no guarantee regarding, and assumes no liability for, the security and integrity of data or information a user transmits via the Service or over the Internet, including data information transmitted via any server designated as "secure." NRC|OnDemand does not monitor, exercise control over, or accept responsibility for the content of information passing through its network. All persons and organizations, including NRC|OnDemand customers, who transmit information over or who publish information that is made accessible through NRC|OnDemand's network are responsible for the content of the information and for complying with the laws applicable to its publication. NRC|OnDemand will cooperate with legal authorities in the investigation of suspected criminal or civil violations.

As consideration for NRC|OnDemand's provision of Services, you and your organization agree to abide by the following provisions relating to the acceptable use of your OnDemand account(s).

Prohibited Conduct

NRC|OnDemand's services may only be used for lawful and appropriate purposes. Customers may not transmit, retransmit, redirect, or store material in violation of Federal or state laws or regulations, industry or community standards, including, but not limited to, obscenity, indecency, defamatory or material infringing trademarks or copyrights. NRC|OnDemand customers may not abuse or fraudulently use NRC|OnDemand products and services, nor allow such use by others. The following illustrate some, but not all, uses that are prohibited under this AUP:

1. Child Pornography: It is illegal under federal child exploitation statutes to possess, produce, receive, transport or distribute by any means, including computer, visual depictions of "sexual intercourse" and/or "sexually explicit conduct" involving persons under the age of 18.
2. Inappropriate Content: Using the services to transmit, distribute, redirect, or store material that, as reasonably determined by NRC|OnDemand, is inappropriate, obscene, defamatory, libelous, threatening, abusive, hateful or which contains or incites violence.
3. Denial of Service: Engaging in activity that may or will interfere with the service of another user, host or network on the Internet. Users are also prohibited from activity considered a precursor to attempted security violations including, but not limited to, any form of scanning, probing, or other testing or information gathering activity, without prior express written consent from NRC|OnDemand's IP Security Manager.
4. Distribution of Viruses: Distribution of software, programs or messages that may cause damage or annoyance to persons, data, and/or computer systems. Hosts not timely secured or removed by customers may be blocked by NRC|OnDemand from accessing the network.
5. Forging Headers: Forging or misrepresenting a message header of an electronic transmission originating or passing through NRC|OnDemand's network.
6. Email Spamming [or Mailbombing]: The transmitting of unsolicited email to multiple recipients, sending large amounts of email repeatedly that annoys, harasses or threatens another person or entity, or attempts to use NRC|OnDemand servers as a mail drop or nameserver for SPAM. Sending unsolicited bulk email from another Internet service provider's network advertising or implicating any service hosted or provided by NRC|OnDemand, including without limitation email, web hosting, FTP and DNS services. The sending of email with added words/characters in an attempt to bypass Bayesian filters is prohibited. For bulk emailers on the NRC|OnDemand network - removal of complainants is required, as is the creation of a master no-send list. Bulk emailers may also be required to provide the complete confirmed opt-in information for each complainant within 24 hours of the request. Bulk emailers will also be required to demonstrate a definitive prior business relationship between the sender and the recipient. Utilizing a customer affiliate program to generate leads makes a NRC|OnDemand Customer responsible for the actions of its affiliates. This control includes, but is not limited to, blocking affiliate links and sending the affiliate traffic to a 404 error type page.
7. Fraudulent Activities: Fraudulent activities including, but not limited to, intentional misrepresentations or misleading statements, writings or activities made with the intent that the person receiving it will act upon it; obtaining services with the intent to avoid payment; and hosting of phishing websites.
8. Unauthorized Access: Unauthorized access includes the illegal or unauthorized access to other computers, accounts, or networks; accessing or attempting to access computer resources belonging to another party; attempting to penetrate security measures of other systems; using NRC|OnDemand services not included in customer's contract; devising ways to circumvent security in order to access unsubscribed services; Using the services in a manner that encumbers disk space, processors or other system resources beyond amounts allowed by the specific type of product; and/or interfering with a service, overloading a service or attempting to disable a host not assigned to customer.
9. Network Sabotage: Use of NRC|OnDemand products and services in a manner that interferes with others' use of the Internet or NRC|OnDemand's network.
10. Pyramid Schemes: Use of a fraudulent system of achieving financial gain, which requires an endless stream of recruits for success.
11. Unlawful Acts: Use of NRC|OnDemand products and services to violate the law or in aid of any unlawful act.
12. Non-email Based Spamming: Posting of messages to newsgroups/blogs/services that are irrelevant, blanket posting of messages to multiple newsgroups/blogs/services, and the posting of annoying, harassing and/or threatening messages. Violation of any rules, policies or charters posted online by any search engine, subscription web service, chat area, bulletin board, webpage, or any other service accessed via the NRC|OnDemand network is prohibited.
13. Facilitating a Violation of this AUP: Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to allow a user to violate this AUP. This includes, but is not limited to, the facilitation of the means to spam, initiation of pinging, flooding, mail bombing, denial of service attacks, and piracy of software.
14. Blacklisting: Behavior by a customer that causes blacklisting must be remedied within 48 hours of written, electronic or telephonic notice from NRC|OnDemand. Activities that result in re-listing are prohibited and must be stopped immediately. Known spammers, previously unidentified, will be removed from the network once identified.

Violations and Enforcement

At NRC|OnDemand's sole and reasonable discretion, violations of any element of this AUP may result in a warning to the offender followed by suspension or termination of the affected service if customer does not cease the violation. NRC|OnDemand may immediately suspend or terminate service with or without notice if NRC|OnDemand reasonably determines that a violation of the AUP has occurred NRC|OnDemand will enforce this AUP according to the severity of the offense and violator's history of prior AUP infringements. Severe and/or repeated offenses will result in immediate termination of service.

NRC|OnDemand is not liable for damages of any nature suffered by any customer, end-user, or any third party resulting in whole or in part from NRC|OnDemand exercising its rights under this AUP. NRC|OnDemand has no practical ability to monitor all conduct, communications, or content that might violate this AUP prior to its transmission over the NRC|OnDemand network but, where possible and necessary, may do so at its discretion. Therefore, NRC|OnDemand does not assume liability for others' violations of the AUP or failures to terminate those violations. NRC|OnDemand reserves the right to assess time and materials charges to resolve customer issues that are not resolved by the customer in a timely manner.