Patrina is committed to protecting your privacy. You can visit most pages on our site without giving us any information about yourself. Sometimes we do need information to provide services that you request, and this privacy statement explains data collection and use in those situations. This privacy statement only applies to Patrina.com; it does not apply to other online or offline Patrina sites, products or services. By visiting Patrina.com, you are accepting the practices described in this Privacy Statement. Please read the complete Patrina.com privacy statement. Privacy Statement The personal, private information you provide to Patrina will be used to fulfill your information request. Patrina does not share any information about you or your company to unaffiliated third parties, except as necessary to respond to your information request. Patrina may share information collected during your Web-browsing process, including name and other personal information, among our affiliated companies to better serve your needs and notify you of services that might interest you, as permitted by applicable law. Patrina does not share, distribute, sell or otherwise disseminate any information about you or your company, except as detailed above. Collection of your Personal Information We will ask you when we need information that personally identifies you (personal information) or allows us to contact you. Generally, this information is requested when you are completing an information request form. You can always choose not to provide personal information, but then we will not be able to provide you the services you request.
We use your personal information for the following purposes:
- To ensure our site is relevant to your needs.
- To deliver information on services that you request.
- To help us create and publish content most relevant to you.
- To alert you to product upgrades, special offers, updated information and other new services from Patrina, if you so request.
We will merge site-visitation data with anonymous demographic information for research purposes, and we may use this information in aggregate to provide more relevant content. We occasionally hire other companies to provide limited services on our behalf, including packaging, mailing and delivering information, sending postal mail and processing event registration. We will only provide those companies the information they need to deliver the service, and they are prohibited from using that information for any other purpose.
Patrina Corporation Service Agreement
This Patrina Corporation Service Agreement (the “Agreement”) is entered as of January 01, 0000 (the “Effective Date”) by and between Patrina Corporation (“Patrina”) and (“Customer”). This Agreement will become effective on the Effective Date and will supplant. Patrina and Customer are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party.”
TERMS AND CONDITIONS
During the Term of the Agreement, Patrina will perform data archiving, data processing, development, and/or maintenance and support services on a time and materials basis, or as otherwise provided in an individual Statement of Work (as defined below)
1.1 Statements of Work.
Patrina shall perform the services provided in the Statement of Work(s) (“SOWs”) attached to this Agreement and in any other SOW which the parties may enter from time to time (the “Services” provided in the “SOWs”). Any SOW shall be considered to be incorporated by reference as a part of this Agreement. In general, a SOW shall be subject to the terms and conditions provided in this Agreement, but in case of any inconsistency between a SOW and the terms of this Agreement, including but not limited to cost, timing, and service levels, the terms of the SOW shall govern.
Patrina warrants as follows:
Patrina warrants to Customer that the Services to be provided will be performed or delivered, as applicable, by Patrina in a good, efficient, timely, professional and workmanlike manner, without damage to Customer’s property or data, by qualified persons fully familiar with the requirements for the Services. The Services and any other work performed by or on behalf of Supplier under a SOW and/or this Agreement will be its own work, and will not infringe upon any Intellectual Property Rights of any third party;
Patrina shall employ commercially reasonable measures to prevent the transference of malicious code (including without limitation, viruses and Trojan horses) and provide Customer with the services referenced herein in good working order. With the exception of the provisions of sections 3.1, however, Patrina makes no warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. Notwithstanding anything contained herein to the contrary, Patrina assumes no liability under this agreement for any failure of the services to conform to any specifications or other form of instruction provided to Patrina, unless attributable to Patrina’s fraud, willful misconduct or gross negligence.
5.1 Customer Indemnity:
The Customer agrees to indemnify, defend and hold harmless Patrina from any claims, suits, actions, losses or expenses (including but not limited to fees and disbursements of counsel and other costs of litigation or preparation therefor, it being understood that such fees, disbursements and costs will also include those incurred to enforce this indemnity) by third parties arising from the processing, possession, or use by Patrina of any data, programs, or other material furnished by the Customer provided, that (i) Patrina notifies Customer promptly in writing of such claim, action, suit or proceeding, (ii) Customer has sole control over the defense and all related settlement negotiations, and (iii) Patrina provides Customer, at Customer’s expense, with all assistance, information and authority to perform the foregoing. The foregoing indemnity shall also extend to each and every officer, director and shareholder of Patrina and shall remain in full force and effect regardless of any investigation made by or on behalf of Patrina.
5.2 Patrina Indemnity:
Patrina agrees to indemnify, defend and hold harmless Customer from any claims, suits, actions, losses or expenses (including but not limited to fees and disbursements of counsel and other costs of litigation or preparation therefor, it being understood that such fees, disbursements and costs will also include those incurred to enforce this indemnity) by third parties arising from the processing, possession, or use by Customer of any data, programs, or other material furnished by Patrina provided, that (i) Customer notifies Patrina promptly in writing of such claim, action, suit or proceeding, (ii) Patrina has sole control over the defense and all related settlement negotiations, and (iii) Customer provides Patrina, at Patrina’s expense, with all assistance, information and authority to perform the foregoing. The foregoing indemnity shall also extend to each and every officer, director and shareholder of the Customer and shall remain in full force and effect regardless of any investigation made by or on behalf of the Customer.
This Agreement shall be effective from the date executed by both parties and remain in full force and effect on an annual basis unless either party gives the other party written notice of termination thirty (30) days or more in advance of the proposed termination date.
Sections 3, 4, 5 and 11 shall survive any termination of this Agreement.
7.1 Pricing, Payment, Taxes
Patrina may adjust its prices by giving Customer written notice of any increase at least sixty (60) days in advance. Customer shall have the right to terminate this Agreement, pursuant to Section 6.2 above, if it does not agree to such price increases. Invoices for all undisputed fees are due and payable upon thirty (30) days following receipt of the same. All applicable and lawful sales, use or excise taxes shall be paid by Customer.
7.2 Fee Dispute
In the event Customer disputes the amount of a given invoice, it shall promptly notify Patrina of such dispute and attempt to resolve such dispute promptly and amicably. Such disputes shall only be made in good faith. In the event no resolution occurs, the parties hereby agree to submit to binding arbitration pursuant to Section 13.1 below.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, or any other claim or controversy between the parties (other than seeking injunctive or similar relief in which either party shall have the right to apply to a court having appropriate jurisdiction to seek injunctive or other nonmonetary relief, on either an interim or permanent basis), shall be settled by final binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be held in the City of New York, New York; however, any arbitral award may be entered and enforced in any court of competent jurisdiction. Any challenge to an arbitration decision or proceeding (other than entry or enforcement of an arbitration award/judgment) shall be brought solely in the federal or local court(s) of and for the State of New York. In the event a dispute arises from this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and court costs from the losing party. The foregoing procedures shall not preclude either party from: (1) petitioning a regulatory body regarding a matter in question over which the regulatory body has administrative jurisdiction; or (ii) pursuing injunctions before any administrative or judicial forum provided that all monetary and other relief is submitted for arbitration. The parties shall not submit claims for punitive damages, and do hereby waive any right to the same, and the arbitrators shall not be authorized to award punitive damages.
If any provision of this Agreement shall be held invalid or unenforceable by law, the remaining provisions shall remain in full force and effect.
13.3 Force Majeure
Neither party shall be liable for default of this Agreement if such default is caused or occasioned by, or due to, fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, government actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control.
13.4 Public Announcements
Neither party may disclose the terms of this Agreement or use the other party’s trade name, trademark, logo or any other identifiable indicia without the prior written consent and approval of that party.
13.5 Relationship of the Parties
The relationship established between Patrina and Customer under this Agreement is that of independent contractors, and nothing herein shall be deemed to create a merger or joint venture between Patrina and Customer. Neither party shall have the authority to bind or attempt to bind the other to any agreement or obligation without the prior written approval of the other party.
13.6 No Lease
This Agreement is a Services agreement and is not intended to and will not constitute a lease of or tenancy or other interest in Customer’s equipment, data or any other real or personal property.
14.1 Data Retention.
Patrina will retain all Customer data for the Term of the Patrina Service Agreement, unless Customer requests or implements specific retention policies within the services associated with Customer’s SOW. Any specific retention policies shall be based on variables assigned to Customer data by Customer and Customer shall be solely responsible for the retention policies applied to Customer data. Following termination or expiration of the Patrina Service Agreement, Patrina will destroy Customer’s data in accordance with Patrina’s Document Retention and Destruction Policy.
14.2 Data Security.
n connection with delivery of the Services and its obligations under the Agreement, Patrina has implemented and will continually maintain appropriate security procedures, measures, and controls, including appropriate electronic, physical, and organizational security procedures, measures, and controls to reasonably guard against accidental, unauthorized, or unlawful access, destruction, use, alteration, modification, disclosure, or loss of Archived Data.
In connection with its use of the Services, Customer will continually maintain appropriate security procedures, measures, and controls, including appropriate electronic, physical, and organizational security procedures, measures and controls to reasonably guard against accidental, unauthorized, or unlawful access, destruction, use, alteration, modification, disclosure, or loss of archived data.
15.1 Confidential Information.
The Parties to the Agreement shall not use any Confidential Information (which term includes Archived Data and Personal Data) of the other party for its own benefit or for any purpose other than to fulfill its respective obligations under the Agreement. Each party agrees to receive and preserve such Confidential Information as proprietary and confidential information, exercising the same degree of care a reasonable and careful person would exercise with its own confidential information, and in no case will it use less than commercially reasonable efforts consistent with the standards of practice in the industry to prevent unauthorized access to and disclosure of the other party’s Confidential Information. The parties further agree that neither will make Confidential Information of the other party available in any form to, or for the use or benefit of, any Person except as provided in the Service Agreement, and that neither will use any Confidential Information of the other, or the Services, to compete with the other party in its business.
15.2 Data Privacy.
The parties acknowledge and agree that each of Patrina and Customer may have certain responsibilities prescribed by applicable Data Protection Laws in connection with the safeguarding and privacy of certain Personal Data and PII. Patrina hereby acknowledges such responsibilities to the extent required thereby as the archive service provider or Processor of the Archived Data. Patrina agrees, and will cause Patrina Employees to agree, that any personal data related to Customer shall be treated as Customer’s Confidential Information hereunder. Customer agrees, and will cause Customer Employees to agree, that any personal data related to Patrina shall be treated as Patrina’s Confidential Information hereunder.
Patrina Corporation Acceptable Use Policy
This Acceptable Use Policy (“AUP”) describes the proper use of the services contracted for by a Patrina Corporation client (“Client”) under a separate Statement of Work or Agreement for services referencing this AUP (“Agreement” and the services purchased thereunder “Services”). This AUP is incorporated by reference into the Agreement.
Patrina Corporation may suspend or terminate Client’s use of the Services, or the Agreement, if Client or any of Client’s users violate this AUP. Client is solely responsible for the data, content, messages, or other information that Client transmits, archives, distributes, displays, uploads or downloads via the Services.
Client shall not use the Services in a manner that:
Client shall not
Interference with Services is Prohibited
Client shall not engage in conduct that has a negative effect on Patrina Corporation or its systems or networks, including overloading servers on the Patrina Corporation network, or taking actions that impose an unreasonable administrative burden on Patrina Corporation.
Client shall not access any part of the Services that Client is not authorized to access or attempt to interfere with the Services. Specifically, Client shall not engage in, or attempt to engage in:
TERMS AND CONDITIONS
Patrina reserves the right to change the Terms, Conditions and Notices under which this web site is offered.
Patrina reserves the right to terminate this agreement at any time for any reason, including, but not limited to, violating any of the terms or conditions of this agreement. By accessing this web site, you have directed your system to a computer located in the State of New York. You agree that disputes arising out of or relating to the contents or use of this web site are to be governed by the laws of the State of New York. You consent to the exclusive jurisdiction of courts sitting in the State of New York in all disputes arising out of or relating to the contents or use of this web site. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law, including without limitation, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provisions will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in full force and effect. This agreement constitutes the entire agreement between you and Patrina with respect to the use of this web site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Patrina with respect to this web site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved.
Service Level Agreement
TERMS AND CONDITIONS
Patrina’s goal is to achieve 100% Host Server Availability for all customers. Our published service level agreement is 99.99%.b. Remedy:
Subject to Sections 3 and 4 below, if the Availability of the customer's virtual machine's Host Server is less than 100%, Patrina will issue a credit to customer in accordance with the following schedule, with the credit being calculated on the basis of the monthly service charge for the affected Services:
For Patrina Compliance Suite or Patriarch Web Records Management Platform
Host Server Availability Credit Percentage
99.9 to 100% 0%
98% to 99.8% 10%
95% to 97.9% 25%
90% to 94.9% 50%
89.9% or below 100%
a. circumstances beyond Patrina’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, earthquake, hurricane or other acts of God, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, e-commerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this SLA;
b. failure of access circuits to the Patrina’s Network, unless such failure is caused solely by Patrina;
c. scheduled maintenance and emergency maintenance and upgrades;
d. DNS issues outside the direct control of Patrina;
e. false SLA breaches reported as a result of outages or errors of any Patrina’s measurement system;
f. customer's acts or omissions (or acts or omissions of others engaged or authorized by customer), including, without limitation, any negligence or willful misconduct.
g. DNS (Domain Name Server) Propagation.
h. outages elsewhere on the Internet that hinder access to your account. Patrina is not responsible for browser or DNS caching that may make sites underneath your account appear inaccessible when others can still access them. Patrina will guarantee only those areas considered under the control of Patrina: Patrina server links to the Internet, Patrina’s routers, and Patrina’s servers.
i. In case of deterioration of computing resource(CPU, memory and disk volume).
j. in the case of free use of service.
k. in the case that Patrina, by its sole discretion, decides to suspend Services.
For Patrina Compliance Suite and Patriarch Web Record Management Platform
To request a credit for a Service, the customer must contact Patrina Operations at email@example.com and report the disruption in service. Each request in connection with this SLA must include the dates and times of the unavailability of customer's account and must be received by Patrina within ten (10) business days after the customer's Service was not available. If the unavailability is confirmed by Patrina, credits will be applied within two billing cycles after Patrina’s receipt of the customer's credit request. Credits are not refundable and can be used only towards future billing charges.
Notwithstanding anything to the contrary herein, the total amount credited to customer in a particular month under this SLA shall not exceed any applicable fees paid in connection with Service for such month for the affected Services. Credits are exclusive of any applicable taxes charged to customer or collected by Patrina and are customer's sole and exclusive remedy with respect to any failure or deficiency in the Availability of customer's Services.
Note: Credits are not refundable and can be used only towards future billing charges.