Hosted Services Addendum

This Hosted Services Addendum (the "Addendum") is an integral part of the Qode Master Agreement between Qode and Customer and is incorporated into the Master Terms and any additional applicable Addenda (collectively, the "Agreement"). Capitalized terms not defined herein shall have the meanings assigned to them in the Master Terms.

1. Access to Hosted Services

Subject to the terms of this Agreement and within the specified Access Term, Qode grants Customer access to the Hosted Services solely in accordance with Qode’s standard documentation and user manuals ("Documentation"). This access is exclusively for Customer’s internal business use, within the permitted usage limits outlined in the Order Form. This Addendum provides only access rights; it does not require Qode to deliver a copy of the Hosted Software to Customer or install it on Customer’s systems. Each Server Instance is authorized to access only those Hosted Software components for which it has been granted usage rights under this Addendum.

2. Ownership & Proprietary Rights

Qode retains full ownership and proprietary rights over the Hosted Software, Documentation, and all associated intellectual property. Customer acknowledges that it does not acquire any rights beyond what is explicitly granted in this Addendum. Qode also reserves the right to use the Hosted Software for any purpose at its discretion, with all non-expressly granted rights retained.

3. Qode’s Obligations

  1. 3.1 Procedures and Access Protocols:
    Qode will provide procedures and necessary access credentials (e.g., access codes, passwords, connectivity standards) to enable Customer to use the Hosted Services.
  2. 3.2 Hosting Responsibilities:
    Qode is responsible for hosting and managing the required infrastructure to provide the Hosted Services. Customer is responsible for procuring necessary software, hardware, and network connections to access the Hosted Services.
  3. 3.3 Data Retention:
    Customer understands that data provided to Qode for processing and storage ("Customer Data") will be accessible through the Hosted Services during the Addendum’s term. Qode will not use Customer Data except as required to fulfill its obligations. Unless otherwise agreed, Qode is not responsible for archiving or backing up Customer Data and is not liable for data loss or corruption.
  4. 3.4 Professional Services & Support:
    Customer may request professional services such as configuration, customization, training, or technical support. However, Qode is not obligated to provide these services unless explicitly agreed in the Order Form.

4. Usage Restrictions

  1. 4.1 Prohibited Uses:
    Customer shall not: - Exceed the usage limits specified in the Order Form.
    - Market, distribute, sell, sublicense, lease, or transfer access to the Hosted Services.
    - Use the Hosted Services for time-sharing or third-party service provision.
    - Modify, create derivative works, or integrate the Hosted Services with non-Qode software without prior consent.
    - Reverse engineer, decompile, or attempt to obtain the source code.
  2. 4.2 Third-Party Compliance:
    Customer must comply with any third-party contractual obligations that Qode has notified them about.
  3. 4.3 Legal & Regulatory Compliance:
    - Export Laws: Hosted Services are subject to U.S. export regulations. Customer must not permit access in restricted regions.
    - Anti-Corruption: Customer affirms it has not received or provided bribes, kickbacks, or unlawful incentives.
    - Anti-Terrorism: Neither party is in violation of U.S. anti-terrorism laws.
  4. 4.4 Proprietary Notices:
    Customer must retain all proprietary notices and trademarks on Documentation and Hosted Services.

5. Fees & Payments

  1. 5.1 Payment Terms:
    Customer shall pay fees as per the Order Form, with invoices due within 30 days unless otherwise specified.
  2. 5.2 Service Suspension:
    If payment is overdue by more than 30 days, Qode may suspend access until all amounts due (including interest) are settled.
  3. 5.3 Additional Usage Charges:
    If Customer exceeds permitted entitlements, Qode will bill for additional usage on a pro-rata basis.

6. Service Standards

  1. 6.1 Limited Service Warranty:
    Qode guarantees that Hosted Services will perform per Exhibit A when accessed as instructed. Remedies for warranty breaches are detailed in Exhibit A.
  2. 6.2 Limitation of Liability:
    Beyond the warranties in Section 6.1, Qode provides no additional guarantees and is not liable for damages as per the Master Terms.

7. Term & Termination

  1. 7.1 Access Term:
    This Addendum remains effective as long as an Order Form is active. It automatically renews annually unless either party provides 60-day written notice. Pricing updates require a 90-day notice.
  2. 7.2 Termination for Breach:
    Either party may terminate this Addendum if the other party commits a material breach and fails to cure it within 30 days. Immediate termination applies if Customer violates Section 4 or enters insolvency.
  3. 7.3 Post-Termination Obligations:
    Upon termination, Customer must stop using the Hosted Services, return all materials, and pay outstanding amounts.
  4. 7.4 Survival:
    Sections 2, 3, 5, 6.2, 7.3, and 7.4 survive termination.

Exhibit A – Support & Availability

  1. Definitions:
    - System Uptime: Minutes during which Hosted Services are accessible.
    - Scheduled Downtime: Planned maintenance (Sat & Sun, 12:00 AM – 8:00 AM GMT+7).
    - Emergency Downtime: Unplanned maintenance required for service integrity.
    - Unscheduled Downtime: Any other outages outside the above categories.
    - System Availability: Monthly uptime percentage excluding Scheduled/Emergency Downtime.
  2. Performance Metrics:
    - Target Availability: 98% uptime per month.
    - Support Response: Issues reported 24/7 via email.
  3. System Monitoring & Reports:
    - Qode will provide monthly uptime reports.
    - Disputes must be raised within 5 days.
  4. Customer Responsibilities:
    - Maintain compatible systems.
    - Report downtime promptly.
  5. Data Backup & Recovery:
    - Qode will backup data if requested.
    - Data restoration occurs as soon as reasonably possible.
  6. Support Tiers:
    - Support tickets categorized into: - General Support Issues.
    - Enhancement Requests (considered at Qode's discretion).
    - Bug Fixes (addressed based on severity).
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