Maintenance and support agreement

This Maintenance and Support Agreement (“Agreement”) is a legal agreement between the licensee (“Licensee”) and PQ Systems Corporation and/or its affiliates (collectively, “PQ Systems”). The rights granted herein are only effective to a Licensee who has a valid license pursuant to a PQ Systems license agreement (“License Agreement”) for the underlying PQ Systems software product(s) (“Software”) for which maintenance and support will be provided.

LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY USING ANY OF THE MAINTENANCE AND SUPPORT SERVICES.

Term

Perpetual Term Licensees shall receive one (1) year of maintenance and support services which shall commence on the date of purchase of the Software. Subscription Term Licensees shall receive maintenance and support services so long as Licensee continues to subscribe to the Software.

Description of maintenance and support

  1. Access to application support provided by telephone:
    • From 8 a.m. to 5 p.m. eastern time during the normal business week of, and in accordance with statutory holidays of, the U.S.
  2. Access to application support provided by live chat from 8 a.m. to 5 p.m. eastern time during the normal business week of, and in accordance with statutory holidays of, the U.S.
  3. Access to the PQ Systems application support website.
  4. Access to maintenance releases via the PQ Systems application support website.
  5. Software upgrades, if applicable.

Licensee must designate one (1) individual per title of Software to act as the primary contact for support and maintenance.

Definitions

Maintenance releases: Maintenance releases are those in which bug fixes and minor enhancements are applied and no functionality is changed.

Software upgrades: A Software upgrade is any new version of the Software which provides increased related functionality of the Software and has been released to the public replacing the prior version of the Software. All Software upgrades are subject to all terms and conditions, including without limitation disclaimers of warranties and limitation of liabilities, of the License Agreement. Nothing in this Agreement shall be construed as separately licensing copies of the Software or increasing the number of copies of Software licensed to Licensee. Licensee has the right to Software upgrades to the Software as they become generally available to the public. Significant increases in functionality shall constitute new Software in which case a new Software License would need to be purchased. PQ Systems, in its sole discretion, shall have the right to determine whether a new release constitutes a Software upgrade or new Software.

Technical support: Technical support refers to services provided via telephone, e-mail, or instant messaging to address issues related to licensing, software installation, password resets, error messages, and other technical problems specifically related to the Software.

Terms and conditions

Geographic Availability: Not all of the support services listed above are available in all countries, locations, or for all PQ Systems Software. Please contact PQ Systems to verify availability.

Scope of Support: Technical support shall only be available so long as Licensee has installed and implemented all licenses for such Software in accordance with the directions for installation provided by PQ Systems. Please refer to http://www.pqsystems.com/training/customized-training-and-consulting/ for additional information on services offered by PQ Systems to assist you in proper installation and implementation of the Software. Technical support will not include activities that would be typically made generally available and characterized by PQ Systems as product training; consulting involving hardware integration; data importing, collection, or management; report creation or customization; database management; or implementation services or the like, which are offered separately as noted at http://www.pqsystems.com/training/customized-training-and-consulting/.

Acknowledgement of Use of Personal Data: Licensee recognizes that PQ Systems will require Licensee to supply certain personal data (such as business contact names, business telephone numbers, business e-mail addresses), in order for PQ Systems to provide maintenance and support and to keep Licensee apprised of support and new Software updates. Licensee acknowledges that PQ Systems is a global organization, and such personal data may be accessible on a global basis to enable PQ Systems to provide maintenance and support. By providing such personal data, Licensee consents to PQ Systems using, transferring, and processing this personal data on a global basis for the purposes described above.

Support Services Warranty: PQ Systems warrants, for a period of thirty (30) days from the date of performance of support services under this Agreement, that such support services will be performed in a manner consistent with generally accepted industry standards. PQ SYSTEMS HEREBY EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

For support services not performed as warranted in this provision, and provided Licensee has reported such non-conformance to PQ Systems within thirty (30) days of performance of such non-conforming support services, PQ Systems will, at its discretion, either correct any non-conforming support services or refund the relevant fees paid for the non-conforming support services. THIS IS LICENSEE'S EXCLUSIVE REMEDY AND PQ SYSTEMS' SOLE LIABILITY ARISING IN CONNECTION WITH THE SUPPORT SERVICES WARRANTY DESCRIBED IN THIS SECTION.

Limitation of liability

PQ SYSTEMS SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF GOODWILL, LOSS OF USE, OR LOSS OF DATA OR INFORMATION OF ANY KIND, HOWEVER CAUSED, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO PQ SYSTEMS OR COULD HAVE BEEN REASONABLY FORESEEN BY PQ SYSTEMS. PQ SYSTEMS’ LIABILITY, IF ANY, ON ANY CLAIM FOR DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT WHICH HAS BEEN PAID TO PQ SYSTEMS BY LICENSEE FOR THE SUPPORT SERVICES. NO ACTION ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, MAY BE BROUGHT BY LICENSEE MORE THAN ONE YEAR AFTER PERFORMANCE OF THE SUPPORT SERVICES.

Governing law

This Agreement shall be construed, interpreted, and governed by the laws of the State of Ohio, USA, without regard to principles of conflicts of law.