Subscription Services

Connector Licenses and Managed Services


This TBoxCloud Subscription Agreement (“Agreement”) is made and entered into as of _____________________ (“Effective Date”).


TBoxCloud, Inc. with its place of business at 3350 Shelby Street, Suite 200 Ontario, CA, 91764 USA (“TBoxCloud”).


_________________ with its place of business at________________________________________ (Company”) and shall be governed by the terms and conditions of the Master Agreement (“MA”).


By accepting this Agreement and subject to the terms and conditions of this Agreement, including the terms and conditions set forth in the Service Level Agreement (“SLA”) posted at hereby incorporated into this Agreement, TBoxCloud agrees to provide Company Integration Hosting Services ("Services") to maintain and support the Integration of its Enterprise systems ("Hosted Solution").

This Agreement governs your acquisition or Free Trial of the Hosted Solution.


As a fully managed service, access to Hosted Solutions is strictly limited. Only TBoxCloud authorized personnel involved in the implementation or support of a Hosted Solution can be authorized to access the Hosted Solution.

Hosted Solutions are protected according to the Security & Compliance Standards set forth at hereby incorporated into this Agreement . Unless explicitly agreed in writing by Company, TBoxCloud will not store any of Company’s confidential information.


TBoxCloud will provide the Service s according to specifications stated in the SLA.



TBoxCloud performs regular maintenance of its infrastructure and consistently monitors customers’ Hosted Solutions against expected performance.

TBoxCloud will use commercially reasonable efforts to avoid any interruption of Hosted Solutions.


Company can request changes to its Hosted Solution including but not limited to enhancement of its Hosted Solution, additional Integration Connectors, Data Storage, Application Hosting (SaaS), and International requirements.


Subscription Fees are defined in the Managed Services Order Form.


a)       A fully executed Subscription Order Form must be submitted as a condition to signing up for the Services .

b)       Company agrees to pay TBoxCloud the Fees as defined in the Subscription Oder Form and in accordance with the Financial Terms.  

c)       Invoicing and Payment : Acceptable payment methods are defined in the Subscription Order Form under “Payment Method Options”. If Company provides credit card information for payment, Company authorizes TBoxCloud to charge such credit card for purchased services listed in the Subscription Order Form. Company is responsible for providing complete and accurate billing and contact information to TBoxCloud and notifying TBoxCloud of any changes to such information.

i)          Monthly Subscription :

(1)     Electronic or Credit Card Payments are processed automatically on the 1st of each month, starting on the date the Hosted Solution is provisioned for Production or 30 days from the date of this Agreement, whichever comes first.

(2)     Payments by Checks, which are subject to a 30-day Payment Term and a 5% processing fees, require an initial payment for the first and second month starting on the date the Hosted Solution is provisioned for Production or 30 days from the date of this Agreement, whichever comes first.

ii)       Annual Subscription : Payments are due on the date the Hosted Solution is provisioned for Production or 30 days from the date of this Agreement, whichever comes first. Renewals are due on the anniversary date of the subscription.

d)       Fees are based on systems usage defined by the specifications of the Hosted Solution. If the system configuration significantly exceeds those specifications, the Fees may be adjusted proportionally.

e)       All payment obligations are non-cancelable, and all payments made are non-refundable.

f)        Prices are exclusive of federal, state, excise, sales, service, export , and use , or other similar tax and fees. Company is responsible for pay ing these taxes unless Company provides a valid state and local exemption certificate.

g)       Customer's failure to pay any amounts due on a timely basis will be deemed material breach of this Agreement. Accounts that have fallen into arrears are subject to interest at the rate of 1.5% per month on any outstanding balance, or the maximum rate permitted by law, whichever is lower, and TBoxCloud may condition future subscription renewals and Order Forms on payment terms shorter than those specified . Alternatively, without terminating the Agreement, TBoxCloud may suspend the Service until payment is received in full. Company will continue to be charged Service fees during any period of suspension. If TBoxCloud initiates termination of this Agreement due to Company breach, Company shall remain obligated to pay the balance due for the remainder of the Term then in effect .

9.        SUSPENSION

TBoxCloud may suspend Hosted Services upon reasonable notice, and Company is provided thirty (30) days to cure,  if TBoxCloud determines:  (a) Company’s use of the Services (i) poses a security risk to the Services or any third party, (ii) may adversely affect TBoxCloud’s business or reputation, (iii) may subject TBoxCloud or any third party to liability, or (iv) may be fraudulent; (b) Company is, or any End User is, in breach of this Agreement, including if Company is delinquent on payment obligations for more than 30 days; or (c) Company has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Company assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

Effect of Suspension

If TBoxCloud suspend s Company ’s right to access or use any portion or all of the Hosted Solution :  (a) Company remains responsible for all fees and charges Company has incurred directly or indirectly through the date of suspension; (b) Company remains responsible for any applicable fees and charges for the Services to which Company continues to have access, as well as applicable fees and charges for in-process tasks completed after the date of suspension; (c) Company will not be entitled to any service credits under the Agreement for any period of suspension (should any otherwise apply); and (d) TBoxCloud will not delete any of Company’ s Hosted Solution as a result of Company suspension, except as specified elsewhere in this Agreement.  TBoxCloud right to suspend Company’ Services is in addition to TBoxCloud ’s right to terminate this Agreement pursuant to the Termination for Cause herein.

In the event Company’s service is suspended in accordance with this Agreement, and Company requests a reinstatement, a reinstatement request must be sent to and is subject to Reinstatement Fees of $250.  Timely reinstatement is not guaranteed.

TBoxCloud is not responsible for any loss of business, revenue, or any other damages incurred directly or indirectly by Company as a result of a Suspension, and therefore Company releases TBoxCloud of all claims.


Company agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by TBoxCloud regarding future functionality or features.


The Agreement is effective for a period of one (1) year from the Effective Date and shall renew automatically for successive one (1) year terms until terminated by either party (Termination Date).

The Agreement may be terminated by either party without cause and at any time upon ninety (90) days prior written notice to the other party. Either party may terminate the Agreement (a) immediately if the other party materially breaches the terms of the Agreement or in the following events (i) the other party becomes or applies for insolvency, bankruptcy, reorganization or liquidation, (ii) a receiver is appointed for its business or assets or is applied for by the other party, (iii) a third party files, or has filed an action under (i) or (ii) above against the other party, (iv)  an order for relief under the applicable bankruptcy or insolvency law has been issued or applied for by the other party, (v) the data or systems are considered a security risk or unlawful.

Upon termination of this Agreement for any reason, TBoxCloud shall be paid Services Fees up to the Termination Date of the Subscription.



IN WITNESS THEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized representatives as of the Effective Date written above.












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