P. 1
Loftware Software Support Services Agreement

Loftware Software Support Services Agreement

|Views: 32|Likes:
Published by patilvishals

More info:

Published by: patilvishals on Aug 24, 2011
Copyright:Attribution Non-commercial

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as PDF, TXT or read online from Scribd
See more
See less

08/24/2011

pdf

text

original

Loftware Software Support Services Agreement

This LOFTWARE SOFTWARE SUPPORT SERVICES AGREEMENT (“Agreement ”) sets forth the terms and conditions pursuant to which Loftware, Inc. (“Loftware”) will provide you (“Licensee”) with the Software Support Services described below for the software product(s) described on the attached or related Invoice (the “ Loftware Software”). This Agreement shall be binding upon and inure to the benefit of Loftware’s and Licensee’s respective successors and permitted assigns. (1) Support Services . For a period of one (1) year, commencing on the date of the attached or related invoice, Loftware will provide Licensee with Enhancements and Upgrades to the Loftware Software and telephone and email based technical support for the Loftware Software (collectively, the “Software Support Services”) as follows: (a) Enhancements and Upgrades . Loftware will provide Enhancements and Upgrades to the Loftware Software via Loftware’s Internet home page. All such Enhancements and Upgrades shall be subject to and governed by the terms and conditions of the Loftware End-User License Agreement or Enterprise License and Support Agreement (as applicable), by and between Loftware and Licensee (the “License Agreement”). If requested by Licensee, Loftware will provide Licensee with email notification of any new Enhancements and Upgrades. (b) Technical Support. Loftware will provide technical support to assist Licensee in the resolution of problems encountered by Licensee in the normal operation of the Loftware Software. (i) Standard Software Support Services. If Licensee has purchased Standard Software Support Services, this technical support shall be provided via telephone or electronic mail on Business Days, between the hours of 6:00 AM and 10:00 PM U.S. Eastern Time. Loftware will use the resources within its reasonable control to provide these services and to verify, diagnose, and correct any errors or defects or produce “work arounds” in the Loftware Software in accordance with the following support escalation procedures and defect resolution times: Support Escalation Procedures Priority Critical High Definition Any issue that directly affects the delivery of printing labels. Any issue that affects the operations of Licensee and no acceptable means of “working around” the problem exist. The issue is important due to the frequency of Licensee usage or data integrity, but does not have critical implications. Any other issue. Initial Response 1 hour 2 hours Follow-up Every 3 hours until resolution. Every 4 hours or next scheduled contact time until resolution.

Standard

12 hours

Next scheduled contact time set by Loftware and Licensee until resolution.

Defect Resolution Times Priority High Definition The issue is important due to the frequency of client usage or data integrity, but does not have critical implications. Any other issue. Expected Response Identification: 2 Business Days. Interim fix: 5 Business Days. Final Fix: Next Software release. Identification: 5 Business Days. Interim fix: 15 Business Days. Final Fix: Next Software release.

Standard

Copyright© 2010 Loftware, Inc. All rights reserved. www.loftware.com July 2010

2 hours able means of “working around” the problem exist. Any other issue. Final Fix: Next Software release. Initial Response 1 hour Follow-up Every 3 hours until resolution. Standard Loftware Loftware Support Services Agreement Page 2 of 4 . Every 4 hours or next scheduled contact time until resolution. The issue is important due to the frequency of Licensee usage or data integrity. If Licensee has purchased Gold Software Support Services. Expected Response Identification: 2 Business Days. Next scheduled contact time set by Loftware and Licensee until resolution. Final Fix: Next Software release. Identification: 5 Business Days. Interim fix: 15 Business Days. 12 hours Defect Resolution Times Priority High Definition The issue is important due to the frequency of client usage or data integrity.(ii) Gold Software Support Services. but does not have critical implications. Any other issue. Loftware will use the resources within its reasonable control to provide these services and to verify. and correct any errors or defects or produce “work arounds” in the Loftware Software in accordance with the following support escalation procedures and defect resolution times: Support Escalation Procedures Priority Critical High Definition Any issue that directly affects the delivery of printing labels. diagnose. Standard Any issue that affects the operations of Licensee and no accept. Interim fix: 5 Business Days. but does not have critical implications. this technical support shall be provided via telephone or electronic mail every day except on holidays observed by Loftware. twenty-four (24) hours per day.

modification. addition or supplement to the Loftware Software that improves the manner in which the Loftware Software performs existing functions. diagnose. professional and workmanlike manner.1 hours able means of “working around” the problem exist. WARRANTIES OF MERCHANTABILITY. Loftware will use commercially reasonable efforts to deliver the Software Support Services in a competent. Loftware will support only versions 8. As used herein.site consulting services.(iii) Platinum Software Support Services. NON-INFRINGEMENT. three hundred sixty-five (365) days per year. EXPRESS OR IMPLIED. Expected Response Identification: 2 Business Days. Sundays and holidays observed by Loftware.Going Software Support Services and Other Services . identifying and resolving errors in the Loftware Software. revision. On. and providing temporary solutions to Loftware Software errors that are not immediately resolvable. Loftware supports up to one (1) back-level major release of the Loftware Software (for example. this technical support shall be provided via telephone or electronic mail twenty-four (24) hours per day. (ii) two (2) Webex label design sessions per contract year. Interim fix: 5 Business Days. FOR THE SOFTWARE SUPPORT SERVICES AND Loftware Loftware Support Services Agreement Page 3 of 4 . whichever is earlier. Interim fix: 15 Business Days. but does not have critical implications. but does not have critical implications. Initial Response 1 hour Follow-up Every 3 hours until resolution. Any other issue. INCLUDING. As used herein. (2) On. provided. Licensee may elect to purchase Software Support Services beyond the initial one (1) year period described in Section 1 above by (i) submitting to Loftware a purchase order for a new Software Support Services Agreement or otherwise communicating to Loftware its intention to purchase a new Software Support Services Agreement and (ii) paying to Loftware the applicable annual software support fee related to a Software Support Services Agreement. Loftware shall provide appropriate levels (both in quantity and experience) of staff to support Licensee in answering technical questions. that Licensee understands and agrees that LOFTWARE DISCLAIMS ANY AND ALL WARRANTIES. Standard Any issue that affects the operations of Licensee and no accept. Definitions. 2 hours Defect Resolution Times Priority High Definition The issue is important due to the frequency of client usage or data integrity. Any other issue. Loftware will use the resources within its reasonable control to provide these services and to verify. Enhancements and Upgrades do not include any new product releases that offer new functionalities. If Licensee has purchased Platinum Software Support Services. the term “Business Days” means every calendar day except all Saturdays. Next scheduled contact time set by Loftware and Licensee until resolution. BUT NOT LIMITED TO. training services and other services not specifically described above are available pursuant to a separate written Professional Services Agreement and related Statement(s) of Work and payment of related fees. and (iii) support to generate temporary keys. Identification: 5 Business Days. (3) Warranty Disclaimer and Limitation on Liability. Final Fix: Next Software release. (c) Limitations on Software Support Services. Final Fix: Next Software release.0. The issue is important due to the frequency of Licensee usage or data integrity. the term “Enhancements and Upgrades” means any correction. Standard Platinum Software Support Services also include (i) two (2) Webex personnel training sessions per contract year. TITLE AND FITNESS FOR A PARTICULAR PURPOSE. Every 4 hours or next scheduled contact time until resolution. upon the release of version 9.0) or up to two (2) years from the actual release date. however. and correct any errors or defects or produce “work arounds” in the Loftware Software in accordance with the following support escalation procedures and defect resolution times: Support Escalation Procedures Priority Critical High Definition Any issue that directly affects the delivery of printing labels.1 through 9.

OR OTHERWISE SHOULD HAVE BEEN AWARE OF.ANY MATERIALS OR OTHER DELIVERABLES PROVIDED INCIDENTAL TO THE SOFTWARE SUPPORT SERVICES. There shall be one (1) arbitrator mutually agreed to by both parties (or. (4) Miscellaneous . shall be assessed by the arbitrator based on the extent to which each party prevails. INCLUDING. AND REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. UNDER ANY THEORY OR BASIS. Payment of the expenses of arbitration. ARISING OUT OF OR RELATED TO THE LOFTWARE SOFTWARE. TITLE AND FITNESS FOR A PARTICULAR PURPOSE. THE POSSIBILITY OF SUCH DAMAGES. EVEN IF LOFTWARE HAS BEEN ADVISED OF. IN NO EVENT SHALL LOFTWARE BE LIABLE FOR ANY INDIRECT. THE LICENSE AGREEMENT OR THIS AGREEMENT. No provision of this Agreement shall be waived. Licensee further understands and agrees that the Software Support Services are offered solely by Loftware and not by the suppliers of any Third Party Software (as defined in the License Agreement) which may be included in the Loftware Software licensed by Licensee. including attorneys’ fees and the fee of the arbitrator. BUT NOT LIMITED TO. requests or statements regarding such subject matter. however. DAMAGES FOR LOSS OF BUSINESS PROFITS. SOFTWARE SUPPORT SERVICES. other than the pricing and payment terms contained on the attached or related invoice. CONSEQUENTIAL. if the parties are unable to agree on a single arbitrator. INCIDENTAL OR OTHERWISE. INDIRECT. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter set forth herein. V. In the event of a dispute between Loftware and Licensee where the parties are unable to reach a mutually agreeable resolution. Licensee shall not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Loftware. WARRANTIES OF MERCHANTABILITY. IN NO EVENT SHALL ANY THIRD PARTY SOFTWARE SUPPLIER BE LIABLE FOR ANY DAMAGES WHATSOEVER. LICENSEE FURTHER UNDERSTANDS AND AGREES THAT LOFTWARE’S AGGREGATE LIABILITY FOR ANY DAMAGES SUFFERED BY LICENSEE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE SUPPORT SERVICES. the arbitrator shall be chosen in accordance with the rules of the AAA). INCIDENTAL OR SIMILAR DAMAGES OF ANY KIND WHATSOEVER. FOR THE LOFTWARE SOFTWARE (INCLUDING. AND REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. CONSEQUENTIAL. WHETHER DIRECT. SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID TO LOFTWARE BY LICENSEE FOR THE SOFTWARE SUPPORT SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT CAUSED SUCH DAMAGE. ANY ENHANCEMENTS AND UPGRADES TO THE LOFTWARE SOFTWARE) AND THE SOFTWARE SUPPORT SERVICES. WITHOUT LIMITATION. and supersedes any prior or contemporaneous discussions. THE POSSIBILITY OF SUCH DAMAGES. OR ANY OTHER PECUNIARY LOSS. EXPRESS OR IMPLIED. understandings. INCLUDING. provided. orders. EVEN IF SUCH THIRD PARTY SOFTWARE SUPPLIER HAS BEEN ADVISED OF. PUNITIVE. New Hampshire. that Loftware shall be entitled to avail itself of injunctive and other equitable rights and remedies in a court of competent jurisdiction in order to protect its rights and interests. 2010 7-27 Loftware Loftware Support Services Agreement Page 4 of 4 . NON. such arbitrator shall have experience in the area of software technology. WITHOUT LIMITATION. BUSINESS INTERRUPTIONS. This Agreement is governed by the laws of the State of New Hampshire. amended or supplemented except by a written agreement signed by the parties hereto. ARISING OUT OF LOFTWARE’S PROVISION OF THE SOFTWARE SUPPORT SERVICES AND/OR LICENSEE’S USE THEREOF. LOSS OF BUSINESS DATA. ALL SUCH THIRD PARTY SOFTWARE SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES.INFRINGEMENT. OR OTHERWISE SHOULD HAVE BEEN AWARE OF. PUNITIVE. the dispute shall be submitted to binding arbitration under the expedited commercial arbitration rules of the American Arbitration Association (“AAA”) then in effect. without regard to its conflicts of laws principles. Arbitrations shall take place in Portsmouth.

You're Reading a Free Preview

Download
scribd
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->