Abacus Balance Terms & Conditions of Service

Abacus Billing Terms & Conditions of Service

Abacus MSSQL Terms and Conditions of Service

The scope of services subject to these Terms and Conditions (“Services”) are exclusively those that Abacus Data Systems, Inc. (“Abacus”) provides to Client in direct connection with Abacus MSSQL hosting services within Abacus Private Cloud Environment (whichever is applicable, shall herein be referred to as “APC”).  These terms and conditions apply to all Service Orders and/or Service Order Addendums (if any) affirmatively accepted by Client for MSSQL, and shall beaded to and incorporated by reference into the Terms and Conditions governing Abacus Private Cloud (which are set forth at www.abacuslaw.com/terms).

 

A.  MSSQL Server – Dedicated  – In any Service Order and/or Service Order Addendum(s) (if any) affirmatively accepted by Client and herein, “MSSQL Server – Dedicated Server” means a non-transferable license (per a designated number of CPU cores assigned to MSSQL Server) to use a permission based, dedicated MS SQL Server 2014 Standard platform, which shall be housed in Abacus’ data center(s).  Each MSSQL Server license is only valid during the Term set forth in a Service Order Form or Service Order Form Addendum (if any), and will be deemed part of Client’s Abacus Private Cloud Subscription.  Thus any suspensions or termination of Client’s Abacus Private Cloud Subscription will also result in a corresponding suspension or termination of Client’s MSSQL Server(s).  In order to maintain the safety and security of Abacus’ infrastructure and SQL environment, Client hereby acknowledges that it will not receive administrative rights to access Client’s MSSQL Server(s).

 

B.  MSSQL Server – Multi Tenant Server - In any Service Order and/or Service Order Addendum(s) (if any) affirmatively accepted by Client and herein, “MSSQL Server – Multi Tenant Server” means a non-transferable license to access any and all of Client’s SQL Databases (as defined below) that are stored in a permission based, multi-tenant SQL Server 2014 Enterprise in High Availability, which shall be housed in Abacus’ data center(s).  This server shall be referred to herein as “Abacus’ MSSQL Server.”  Each license is for one user of MSSQL, and that user must also be an authorized user APC User. Each MSSQL license is only valid during the term set forth in a Service Order Form or Service Order Form Addendum (if any), and will be deemed part of Client’s Abacus Private Cloud Subscription.  Thus any suspensions or termination of Client’s Abacus Private Cloud Subscription will also result in a corresponding suspension or termination of Client’s MSSQL License.  In order to maintain the safety and security of Abacus’ infrastructure and SQL environment, Client hereby acknowledges that it will not receive administrative rights to access Abacus’ MSSQL Server.

 

C.  MSSQL 2014 Standard (Per Core) - In any Service Order and/or Service Order Addendum(s) (if any) affirmatively accepted by Client and herein, “MSSQL 2014 Standard (Per Core)” means a non-transferable license to use Microsoft SQL 2014 Standard (Per Core) in Client’s MSSQL Server.  This license is only valid during the term set forth in a Service Order Form or Service Order Form Addendum (if any), and will be deemed part of Client’s Abacus Private Cloud Subscription.  Thus any suspensions or termination of Client’s Abacus Private Cloud Subscription will also result in a corresponding suspension or termination of Client’s MSSQL 2014 Standard (Per Core) license.  In the event that Client wishes to terminate Client’s MSSQL 2014 Standard (Per Core) license prior to the end of the Term for Client’s Abacus Private Cloud Subscription, Client will not be responsible for paying the Early Termination Fee (described in Paragraph 24) for MSSQL 2014 Standard (Per Core).

 

D.  SQL Instance - For each SQL Instance identified in any Service Order and/or Service Order Addendum(s) (if any), Client shall have access to that particular SQL Instance through Client’s APC Environment.  For each such SQL Instance, Client shall be granted System Administrator rights to that particular SQL Instance.  In accepting those System Administrator rights, Client acknowledges that it is fully responsible for all errors that can result from having such rights. 

 

E.  SQL Database – For each SQL Database identified in any Service Order and/or Service Order Addendum(s) (if any), Client shall have access to that particular SQL Database through Client’s APC Environment.  For each such SQL Database, Client shall be granted Database Owner rights to that particular SQL Database.  In accepting those Database Owner rights, Client acknowledges that it is fully responsible for all errors that can result from having such rights. 

 

F.  SQL System Memory - In any Service Order and/or Service Order Addendum(s) (if any), “SQL System Memory” refers to the memory available to operate programs, software or application in Client’s MSSQL Server.   Pursuant to industry best practices, Abacus recommends that Client’s Memory utilization in Client’s MSSQL Server not consistently exceed 85% of the allocated amount, as doing so can put Client’s MSSQL Server at a performance risk.  Client acknowledges Abacus cannot predict Client’s SQL System Memory usage and thus Client may need to purchase additional SQL System Memory in order for Client’s MSSQL Server to properly function.  Abacus will regularly monitor Client’s MSSQL System Memory usage, and may recommend that Client purchase additional MSSQL System Memory.  All recommendations to purchase additional MSSQL System Memory will be based on information obtained by systems monitoring and reporting, and/or the MSSQL System Memory requirements of particular applications and use cases Client uses or intends to use.  CLIENT ACKNOWLEDGES THAT ABACUS WILL BE RELIEVED OF ANY OBLIGATION TO PROVIDE CLIENT WITH CUSTOMER SERVICE RELATED TO CLIENT’S MSSQL SERVER IN THE EVENT THAT CLIENT REFUSES TO PURCHASE ADDITONAL MSSQL SYSTEM MEMORY FOLLOWING A RECOMMENDATION MADE BY ABACUS TO DO SO.  Diagnosing or determining the cause of inadequate MSSQL System Memory is outside the scope of Abacus’ obligations set forth in these Terms and Conditions.  Professional Services can be retained on an hourly basis to assist with this diagnosis.  Any such services shall be governed by a separate SOW or an executed Managed IT Maintenance Plan.   

 

G.  SQL Server Disk Space – In any Service Order and/or Service Order Addendum(s) (if any), “SQL Server Disk Space” refers to the amount of space available on Client’s MSSQL Server (either Active or Passive) for the storage of Client’s SQL Database(s) or SQL Instance(s).  Pursuant to industry best practices, Abacus recommends that Client’s SQL Server Disk Space utilization not exceed 90% of the allocated amount, as doing so can put Client’s SQL Server(s) SQL Database(s) and/or SQL Instance(s) at a performance risk, including a hard shut down.  Abacus will regularly monitor Client’s SQL Server Disk Space usage.  Abacus shall notify Client when Client’s SQL Server Disk Space usage is 90% of Client’s allocation, at which point Client will have the opportunity to purchase additional SQL Server Disk Space by contacting an Abacus representative.  In the event that Client does not purchase additional SQL Disk Space and Client’s SQL Server Disk Space utilization reaches 95% of the allocated amount, Client authorizes Abacus to add an additional 10 GB of SQL Disk Space to Client’s Abacus Private Cloud Subscription, and to charge Client the rate set forth on Client’s Service Order or Service Order Addendum (if any) per each 10 GB of SQL Disk Space added, in order to preserve the performance of the service.  Once additional SQL Disk Space is added to a particular SQL Database or the aggregate amount of SQL Disk Space available for all of Client’s SQL Databases, the monthly cost of the added SQL Disk Space will be added to Client’s MRC for the remainder of the term of Client’s Abacus Private Cloud Subscription.  Diagnosing or determining the cause of inadequate SQL Disk Space is outside the scope of Abacus’ obligations set forth in these Terms and Conditions.  Professional Services can be retained on an hourly basis to assist with this diagnosis.  Any such services shall be governed by a separate SOW.       

 

H.  Billing for MSSQL – The MRC for MSSQL Server(s) and shall be billed to Client once Abacus has installed Management Studio onto Client’s APC Server and Client is given access to Client’s MSSQL Server(s) regardless of whether a SQL Instance or SQL Database has been installed on the particular MSSQL Server.  The initial MRC shall be prorated to reflect the number of days left in the billing cycle applicable to Client’s Abacus Private Cloud Subscription. 

 

I.  Client’s MSSQL Data – Client will retain ownership of all data Client transfers to and stores in Client’s SQL Database(s), Client’s SQL Instance(s) and/or MSSQL Server.  Client reserves all right, title and interest (including all intellectual property and property rights) to Client’s content and data.   Abacus acknowledges that Client’s data stored on the SQL Database(s), SQL Instance(s), and/or MSSQL Server(s) contains confidential information.  Abacus further warrants that it will take all reasonable efforts to maintain the confidential nature of Client's data and unless required by law will not knowingly disclose the data or its contents to third parties without the Client’s express written consent.  Abacus will provide Client notice of any unauthorized third party access to Client’s data of which Abacus becomes aware and will use reasonable efforts to remediate identified security vulnerabilities.  To the extent Client provides Abacus with data for the purposes of migrating that data to Abacus’ MSSQL Server, Client herby confirms that it has the legal right to have that data migrated to Abacus’ MSSQL Server.  Client further acknowledges that if a dispute arises over whether Client has the legal right to possess or control the data prior to Abacus performing the migration, Abacus will not migrate the data to Abacus’ MSSQL Server absent written authorization from the party originally disputing Client’s right to the data or a court order.  Client will have 30 days as of the date of cancellation or termination of its Abacus Private Cloud Subscription to obtain at Client’s sole cost and expense all of its data from Client’s MSSQL Server, after which time Client's data will be deleted.  Abacus Professional Services may be retained on an hourly fee basis to assist Client with the migration of its data from Abacus’ MSSQL Server.  Any such services shall be governed by a separate SOW.

 

J.  Database Administration - Performing functions in connection with Client’s SQL Databases that would be considered to be those of a Database Administrator is outside the scope of Abacus’ obligations set forth in these Terms and Conditions.  Professional Services can be retained on an hourly basis to assists with data base administration or related tasks.  Any such services shall be governed by a separate SOW.

 

K.  System Administration for Instance - Performing functions in connection with Client’s SQL Instances that would be considered to be those of a System Administrator for an Instance is outside the scope of Abacus’ obligations set forth in these Terms and Conditions.  Professional Services can be retained on an hourly basis to assists with data base administration or related tasks.  Any such services shall be governed by a separate SOW.

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