Terms and Conditions
Guide to Software Technical Support Services
Software Technical Support Services are provided for the most current version of
Software (including release updates, program maintenance, and reasonable telephone
support) and a previous release for no more than twelve (12) months from the release
date of the new version Software (includes only program maintenance and reasonable
telephone support). The level, type, and scope of Software Technical Support Services
shall be outlined in the appended Attachment(s), which shall be incorporated fully
herein by reference:
Attachment A – Technical Support Agreement
Licensor reserves the right, in its sole discretion, to make changes to Attachment A
from time to time.
Term and Termination
Software Technical Support Services shall extend for a designated term as outlined
in the appended Attachment(s), which shall be incorporated herein by reference:
Attachment A - Technical Support Agreement
Software Technical Support Services shall commence the earlier of (a) upon
Licensor’s receipt of the completed Technical Support Agreement, contained in
Attachment A, or (b) if purchased with Software, activation begins 30 days after
Software shipment. Software Technical Support Services shall continue for the period
designated in Attachment A, unless terminated as follows:
Licensee may terminate Software Technical Support Services upon 90 days written
notice to Licensor. Licensee’s termination of Software Technical Support Services
hereunder shall release Licensor from any further obligation under these Terms and
Conditions. Licensee shall retain the right to continue to use the Software as per the
terms of the License (provided Licensee is not in breach of its terms and conditions).
Notwithstanding anything contained herein to the contrary, if Licensee terminates
Software Technical Support Services prior to the expiration of the then-current term,
then Licensee shall not be entitled to any refund of the support charges for said term.
Licensor may terminate Software Technical Support Services (a) if Licensee
commits a material breach of these Terms and Conditions or the terms and conditions of
the License and such breach remains uncured thirty (30) days after written notice of
such breach is delivered to Licensee, including, without limitation, the failure to pay any
amounts due; or (b) immediately if Licensee becomes insolvent, makes an assignment
for the benefit of creditors, or commences or has commenced against it in any
proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws,
laws of debtor’s moratorium or similar laws.
Licensor reserves the right to limit the amount of Software Technical Support
Services assistance if Licensee’s requests for assistance becomes unreasonable.
Pricing and Payment Terms
Support Charges for Software Technical Support Services shall be billed in advance
and upon terms mutually agreed to in writing and/or as set forth in Attachment A.
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