| Why. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Why/0.md] |
|
| Def. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Def/0.md] |
|
| Background. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Background/0.md] |
|
| Purpose. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Purpose/0.md] |
|
| Scope. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Scope/0.md] |
|
| Document. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Document/0.md] |
|
| Term. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Term/0.md] |
|
| Termination. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Termination/0.md] |
|
| TermAfter. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/TermAfter/0.md] |
|
| Exclusive. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Exclusive/0.md] |
|
| Delivery. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Delivery/0.md] |
|
| ProductAndService. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/ProductAndService/0.md] |
|
| ManufacturerResponsibility. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/ManufacturerResponsibility/0.md] |
|
| ManufacturerWarranty. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/ManufacturerWarranty/0.md] |
|
| Personnel. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Personnel/0.md] |
|
| SoftwareLicense. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/SoftwareLicense/0.md] |
|
| FinancialCondition. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/FinancialCondition/0.md] |
|
| IP. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/IP/0.md] |
|
| Support. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Support/0.md] |
|
| Indemnify. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Indemnify/0.md] |
|
| AdditionalRep. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/AdditionalRep/0.md] |
|
| Liability. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Liability/0.md] |
|
| Insurance. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Insurance/0.md] |
|
| Confidentiality. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Confidentiality/0.md] |
|
| Governance. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Governance/0.md] |
|
| Audit. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Audit/0.md] |
|
| Marketing. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Marketing/0.md] |
|
| ForceMajeure. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/ForceMajeure/0.md] |
|
| Subcontract. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Subcontract/0.md] |
|
| Transfer. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Transfer/0.md] |
|
| Comply. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Comply/0.md] |
|
| ComplyLaw. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/ComplyLaw/0.md] |
|
| General. | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/General/0.md] |
|
| _ | = | [G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/_/0.md] |
|
| sec | = | - {Def.Sec}
- {Background.Sec}
- {Purpose.Sec}
- {Scope.Sec}
- {Document.Sec}
- {Term.Sec}
- {Termination.Sec}
- {TermAfter.Sec}
- {Exclusive.Sec}
- {Delivery.Sec}
- {ProductAndService.Sec}
- {ManufacturerResponsibility.Sec}
- {ManufacturerWarranty.Sec}
- {Personnel.Sec}
- {SoftwareLicense.Sec}
- {FinancialCondition.Sec}
- {IP.Sec}
- {Support.Sec}
- {Indemnify.Sec}
- {AdditionalRep.Sec}
- {Liability.Sec}
- {Insurance.Sec}
- {Confidentiality.Sec}
- {Governance.Sec}
- {Audit.Sec}
- {Marketing.Sec}
- {ForceMajeure.Sec}
- {Subcontract.Sec}
- {Transfer.Sec}
- {Comply.Sec}
- {ComplyLaw.Sec}
- {General.Sec}
|
|
| = | [G/AgtForm/US/0.md] |
|
|
| Def.Xref | = | Section 1 |
|
| Background.Xref | = | Section 2 |
|
| Purpose.Xref | = | Section 3 |
|
| Scope.Xref | = | Section 4 |
|
| Document.Xref | = | Section 5 |
|
| Term.Xref | = | Section 6 |
|
| Termination.Xref | = | Section 7 |
|
| TermAfter.Xref | = | Section 8 |
|
| Exclusive.Xref | = | Section 9 |
|
| Delivery.Xref | = | Section 10 |
|
| ProductAndService.Xref | = | Section 11 |
|
| ManufacturerResponsibility.Xref | = | Section 12 |
|
| ManufacturerWarranty.Xref | = | Section 13 |
|
| Personnel.Xref | = | Section 14 |
|
| SoftwareLicense.Xref | = | Section 15 |
|
| FinancialCondition.Xref | = | Section 16 |
|
| IP.Xref | = | Section 17 |
|
| Support.Xref | = | Section 18 |
|
| Indemnify.Xref | = | Section 19 |
|
| AdditionalReps.Xref | = | Section 20 |
|
| Liability.Xref | = | Section 21 |
|
| Insurance.Xref | = | Section 22 |
|
| Confidentiality.Xref | = | Section 23 |
|
| Governance.Xref | = | Section 24 |
|
| Audit.Xref | = | Section 25 |
|
| Marketing.Xref | = | Section 26 |
|
| ForceMajeure.Xref | = | Section 27 |
|
| Subcontracting.Xref | = | Section 28 |
|
| Transfer.Xref | = | Section 29 |
|
| Comply.Xref | = | Section 30 |
|
| ComplyLaw.Xref | = | Section 31 |
|
| General.Xref | = | Section 32 |
|
| Manufacturer.Handle | = | {_Manufacturer} |
|
| Customer.Handle | = | {_Customer} |
|
| CONFIDENTIALITY: Subject to the terms of this {_Agreement} (including Section 23), information contained in this document must be kept confidential by all relevant {_Parties}. It is strictly prohibited to circulate this document to any other person other than those acting as authorized representatives of the {_Parties} (or as otherwise expressly permitted hereunder). | = | |
|
| Doc.Ti | = | Equipment, Software and Support Services Procurement Contract |
|
|
|
| That.sec | = | THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: |
|
| (DATE) | = | |
|
| BETWEEN | = | |
|
| The {_Customer} | = | |
|
| AND | = | |
|
| The {_Manufacturer} | = | |
|
|
|
|
|
|
| Appendix 1 DEFINITIONS 29 | = | |
| Appendix 2 FINANCIAL CONDITIONS 31 | = | |
| Appendix 3 PRODUCTS 34 | = | |
| Appendix 4 AFFILIATED COMPANIES OF THE MANUFACTURER 35 | = | |
| Appendix 5 INSURANCE ATTESTATION 36 | = | |
| Appendix 6 BUSINESS PARTNERS 37 | = | |
| Appendix 7 GOVERNANCE 38 | = | |
| Appendix 8 TRANSFER OF INTELLECTUAL PROPERTY RIGHTS 39 | = | |
| Appendix 9 TECHNICAL STANDARDS– SECURITY – BCP 41 | = | |
|
|
| THE PRESENT CONTRACT IS CONCLUDED BY AND BETWEEN: | = | |
|
| The {_Customer}, XXX | = | |
|
| with full powers to carry out the purposes hereof (“the {_Customer}”); | = | |
|
| AND | = | |
|
| The {_Manufacturer}, XXXXX | = | |
|
| with full powers to carry out the purposes hereof (the “{_Manufacturer}” or “XXX”); | = | |
|
| Hereafter jointly referred to as the {_Parties}, and individually referred to as a/the {_Party}. | = | |
| | = | |
|
|
| DRAFTED IN [______], ON [_____], IN TWO (2) ORIGINALS | = | |
|
| FOR [THE CUSTOMER ] | = | |
|
| NAME: | = | |
|
| CAPACITY: | = | |
|
| SIGNATURE: | = | |
| FOR [THE CUSTOMER ] | = | |
|
| NAME: | = | |
|
| CAPACITY: | = | |
|
| SIGNATURE: | = | |
| | = | |
| FOR THE MANUFACTURER | = | |
|
| NAME: | = | |
|
| TITLE: | = | |
|
| SIGNATURE: | = | |
|
| APPENDIX 1 | = | |
| DEFINITIONS | = | |
|
|
|
|
|
|
| APPENDIX 2 SUBCONTRACTOR REFERS TO ANY THIRD PARTY TO THE CONTRACT OR PURCHASE ORDER TO WHOM THE MANUFACTURER SUBCONTRACTS THE PERFORMANCE OF SOME OF ITS COMMITMENTS, IN ACCORDANCE WITH ARTICLE 24 PROVISIONS. | = | |
| FINANCIAL CONDITIONS | = | |
| 1.Ti | = | PRICE |
| 1.1.sec | = | In attachment 2.1 the Global {_Price_List} of the Supplier is listed included the reduction granted to the {_Customer}, and the net pricing in Euro. |
| 2.Ti | = | INVOICING |
| 2.1.Ti | = | Sales model |
| (a).sec | = | The below invoicing conditions are only applicable in case of a direct sales model from the {_Manufacturer} to the {_Customer}. In case of an indirect sales model through an {_Authorized_Reseller} these conditions are the be considered as referential prices for the {_Authorized_Reseller} (see clause 16 d.). |
| 1.2 Invoice Recipients | = | |
| (a).sec | = | Except when agreed otherwise by the {_Manufacturer} and relevant {_Customers}, invoices concerning {_Equipment}, {_Software}, Maintenance and Support Services, and {_Related_Services} provided by the {_Manufacturer} should be sent to the {_Customer} at the address specified on the relevant {_Purchase_Orders}: |
| (b).sec | = | Invoices shall be issued by the {_Manufacturer} upon delivery and acceptance of the {_Software}, {_Equipment} and/or {_Related_Service}. |
| 1.3 Invoicing Details | = | |
| (a).sec | = | Except when agreed otherwise by the {_Manufacturer} and relevant {_Customer}, invoices sent to the {_Customer} by the {_Manufacturer} should generally include the following items: |
| (i).sec | = | Invoice date |
| (ii).sec | = | Invoice number |
| (iii).sec | = | Relevant {_Customer} entity |
| (iv).sec | = | {_Beneficiary} recipient of the invoice |
| (v).sec | = | {_Manufacturer} issuer of the invoice |
| (vi).sec | = | {_Beneficiary} purchase order number |
| (vii).sec | = | {_Manufacturer} order number |
| (viii).sec | = | Order description |
| (ix).sec | = | Quantity |
| (x).sec | = | Metric on which basis the software is measured |
| (xi).sec | = | Currency (if necessary) |
| (xii).sec | = | Exchange rate (if necessary) |
| (xiii).sec | = | Unit price (excl. tax) |
| (xiv).sec | = | Total cost except VAT or equivalent tax |
| (xv).sec | = | Total cost VAT or equivalent tax |
| (xvi).sec | = | Other taxed invoices by the {_Beneficiary} |
| {_Prices} fixed pursuant to this {_Agreement} are exclusive of value added tax (VAT) or any similar tax due under this {_Agreement}. Except in the event of a provision to the contrary stipulated in the | = | |
|
| 3.Ti | = | PAYMENT. |
| (a).sec | = | Unless a subscription license is purchased (for which no separate support or maintenance fee is due), payment for the services and rights specified herein (“Support and Maintenance Fee”) shall be payable in U.S. dollars and are due within thirty (45) days of {_Customer}’s receipt of the {_Manufacturer}’s invoice (if purchased directly from the {_Manufacturer}). The Support and Maintenance Fee is net of all taxes. {_Customer} agrees to pay all applicable taxes and duties due in connection with the {_Support_and_Maintenance_Services}, other than taxes on the {_Manufacturer}’s net income. |
| (b).sec | = | {_Purchase_Order}, any VAT or similar tax possibly due pursuant to this {_Agreement} shall be paid by the |
|
| Beneficiary of the Service. The parties of the {_Purchase_Order} shall stipulate in each {_Purchase_Order}, if need be, the conditions of application of the withholding tax. | = | |
| APPENDIX 3 GLOBAL PRICELIST AND PRICING | = | |
| SUPPORT AND MAINTENANCE | = | |
|
|
| Support and/or Maintenance Services Provided Directly by an {_Authorized_Reseller}: If {_Customer} has paid an {_Authorized_Reseller} the relevant fees to obtain support and/or maintenance services directly from such {_Authorized_Reseller}, {_Customer} should contact such {_Authorized_Reseller} for such support and/or maintenance and this Attachment shall not apply, provided, however, if the {_Authorized_Reseller} has paid The {_Manufacturer} the applicable fees to provide Maintenance Services for specific {_Software} to {_Customer}, {_Customer} shall be entitled to receive Maintenance Services for the applicable {_Software} through such {_Authorized_Reseller} as described below. | = | |
|
| {_Support_and_Maintenance_Services} Provided Directly by the {_Manufacturer}: If {_Customer} has paid the {_Manufacturer} (or an {_Authorized_Reseller}) the relevant fees to obtain {_Support_and_Maintenance_Services} directly from the {_Manufacturer} for specific {_Software}, subject to the terms and conditions of this {_Agreement} and the support and maintenance terms below, the {_Manufacturer} shall provide {_Customer} the {_Support_and_Maintenance_Services} for the applicable {_Software} as described below. | = | |
|
| This {_Manufacturer} Support and Maintenance Supplement (“SMS”) sets forth the terms and conditions under which the {_Manufacturer} (or its authorized representatives) agrees to provide the Support Services and the Maintenance Services (each as defined below, and collectively, the “{_Support_and_Maintenance_Services}”) to {_Customer} for specific {_Software} for which {_Support_and_Maintenance_Services} have been purchased either separately in connection with a perpetual license or included with a subscription license without additional fees (collectively, the “{_Supported_Software}”). | = | |
| All capitalized terms used herein shall have the meaning set forth in this {_Agreement}, except as otherwise defined herein. | = | |
|
| I. MAINTENANCE TERM; PAYMENTS; TERMINATION. | = | |
|
| A. “MAINTENANCE TERM” is defined as follows: (a) if {_Customer} has purchased a subscription/recurrent license to {_Supported_Software}, the Maintenance {_Term} for such {_Supported_Software} shall be included for the duration of the subscription license purchased; or (b) if {_Customer} has purchased {_Support_and_Maintenance_Services} in connection with a perpetual license to {_Supported_Software}, the Maintenance {_Term} for the support of such {_Supported_Software} shall be twelve (12) months from the initial delivery of the applicable {_Software}, unless an extended Maintenance {_Term} is purchased, in which case the Maintenance {_Term} shall include the extended term purchased. The Maintenance {_Term} may be renewed by mutual agreement of the parties for additional twelve (12) month periods or any other period purchased (each, an additional Maintenance {_Term}), beginning upon the day immediately following the end of the then-current Maintenance {_Term}, provided the {_Manufacturer} receives payment of the then-current Support and Maintenance Fees required for the additional Maintenance {_Term}. This SMS, and all Maintenance {_Term}s, shall also terminate: (a) immediately upon termination of the subscription term or the purchased term of maintenance, and (b) upon written notice of a party in the event of any material breach of this SMS or this {_Agreement} (including for non-payment) by the other party, if such breach is not cured within thirty (30) days of written notice thereof. {_Customer} may also terminate this SMS and all Maintenance {_Term}s at any time for convenience, provided that if {_Customer} terminates this SMS for convenience, any Support and Maintenance Fees paid are not refundable. | = | |
|
| B. REINSTATEMENT AFTER TERMINATION. If there is a lapse in the Maintenance {_Term}, {_Customer} may renew {_Support_and_Maintenance_Services} based on the {_Manufacturer}’s then-current support and maintenance terms, subject to payment of then-current Support and Maintenance Fee plus an amount equal to the Support and Maintenance Fees that would have been payable during the period of lapse (as pro-rated for any partial year), unless otherwise mutually agreed upon in writing. | = | |
|
| C. UPDATES AND UPGRADES. Maintenance includes free access to updates and upgrades. Support provided until | = | |
|
| II. SCOPE OF SUPPORT SERVICES. | = | |
|
| Subject to the terms of this SMS, during the applicable Maintenance {_Term}, and provided {_Customer} is current on its obligations to pay any applicable Support and Maintenance Fees due, the {_Manufacturer} shall use commercially reasonable efforts to provide {_Customer} the following support services (“Support Services”) with respect to the applicable {_Supported_Software}: | = | |
|
| A. TELEPHONE, EMAIL AND WEB SUPPORT. The {_Manufacturer} shall provide {_Customer} access to the {_Manufacturer}’s customer support personnel via telephone, email, and the web to assist {_Customer} in resolving technical questions regarding such {_Supported_Software} and the use of such {_Supported_Software} during the {_Manufacturer}’s normal business hours, currently 6 a.m. to 6 p.m. Pacific Time (excluding holidays and weekends) for standard support and 24 by 7 for direct international support. Please refer to http://support.themanufacturer.com (or such other URL provided by the {_Manufacturer} from time to time) for specific information concerning updated telephone numbers, web access, holiday schedule. | = | |
|
| B. SOFTWARE ERROR CORRECTION; BUG FIXES. {_Customer} or the {_Authorized_Reseller} on behalf of the customer may document and report all suspected errors or malfunctions of the {_Software} to The {_Manufacturer} via email or The {_Manufacturer}’s case tracking system, and, for any reported errors or malfunctions, cooperate with The {_Manufacturer} in its bug investigation by phone, email, and through The {_Manufacturer}’s case tracking system. The {_Manufacturer} shall provide {_Customer} with a trouble ticket number that {_Customer} shall use to track the status of any confirmed error or malfunction in the applicable {_Supported_Software} (i.e. any confirmed failure of the {_Software} to meet the {_Manufacturer}’s specifications for such {_Supported_Software} described in the relevant {_Documentation}) (“Confirmed Error”). The {_Manufacturer} may close the trouble ticket without further responsibility if {_Customer} does not provide requested feedback to The {_Manufacturer} within ten (10) calendar days of receiving a patch or workaround, or if {_Customer} fails to respond to a request for additional information or confirm that trouble ticket is resolved. {_Customer} may at anytime add a new trouble ticket. | = | |
|
| C. THE MANUFACTURER DIAGNOSIS AND PLAN OF ACTION FOR TECHNICAL SUPPORT ISSUES. The {_Manufacturer}’s Premium Technical Support offering provides the following response times based on the severity of the issue. For purposes of the table below: | = | |
| • The term “Response Time” means the time within which The {_Manufacturer} support personnel have (i) triaged the case, (ii) contacted customer, and (iii) begun initial troubleshooting. | = | |
| • The term “Plan of Action” means a plan under which The {_Manufacturer} (i) identifies what is known about the issue; (ii) describes what has been done to resolve the issue; and (iii) describes next steps. | = | |
| • During a troubleshooting session, both customer and {_Manufacturer} personnel will be available to participate in joint troubleshooting calls to coordinate troubleshooting efforts. | = | |
| • Notwithstanding anything to the contrary in the column labelled, “Communication”, if the parties are engaged in regular communication as part of joint troubleshooting efforts (e.g., conference calls), then status updates will not be required during communication sessions. | = | |
|
| Severity Level Definition Response Time Plan of Action (POA) Communication | = | |
|
| Severity 1 | = | |
|
| (Urgent) | = | |
|
|
| A severity one (1) issue is a catastrophic production problem which may severely impact {_Customer}'s production systems, or in which {_Customer}'s production systems are down or not functioning; loss of production data and no procedural work around exists. | = | |
| 1 Hour | = | |
| The {_Manufacturer} shall provide a plan of action within four (4) hours after completion of initial troubleshooting session. | = | |
| In response to written request by customer, The {_Manufacturer} will provide status updates every 2 hours, or as otherwise agreed by the parties, which will state the current actions being undertaken. Status updates will be provided in The {_Manufacturer}’s ticketing system. | = | |
| Severity 2 | = | |
|
| (High) | = | |
| A severity two (2) issue is a problem where {_Customer}'s system is functioning but in a severely reduced capacity. The situation is causing significant impact to portions of {_Customer}'s business operations and productivity. The system is exposed to potential loss or interruption of service, including disruption of {_Customer}’s High Availability Configuration. | = | |
| 4 Hours | = | |
| The {_Manufacturer} shall provide a plan of action within eight (8) hours after completion of initial troubleshooting session. | = | |
|
|
| In response to written request by customer, The {_Manufacturer} will provide status updates daily or as otherwise agreed by the parties, which will state the current actions being undertaken. Status updates will be provided in The {_Manufacturer}’s ticketing system. | = | |
|
| Severity 3 | = | |
|
|
|
| (Medium) A severity three (3) issue is a medium-to-low impact problem which involves partial non-critical functionality loss. One which impairs some operations but allows {_Customer} to continue to function. This may be a minor issue with limited loss or no loss of functionality or impact to {_Customer}’s operation and issues in which there is an easy circumvention or avoidance by the end user. This includes documentation errors. 1 Day The {_Manufacturer} shall provide a plan of action upon written request from {_Customer} and on a mutually agreed timeframe. | = | |
| Severity 4 | = | |
|
| (Low) | = | |
| A severity four (4) issue is for a general usage question or recommendation for a future product enhancement or modification. There is no impact on the quality, performance or functionality of the product 1 Week The {_Manufacturer} shall provide a plan of action upon written request from {_Customer} and on a mutually agreed timeframe. | = | |
| | = | |
| Initial Response Time is for Acknowledgement of Issue Only, Not Necessarily Resolution. | = | |
| Response times do not apply to requests submitted by email. SLA’s only apply to requests made through support portal. | = | |
| In the event that the timeframes for the SLAs are not met (each a “Failure”), the parties agree that the following rules and procedures shall apply: (i) {_Customer} shall inform The {_Manufacturer} in writing of any alleged Failure; (ii) The {_Manufacturer} shall investigate any such claims and provide a written response; and (iii) {_Customer} shall provide reasonable assistance to The {_Manufacturer} in its efforts to correct any problems | = | |
|
| D. LIMITATIONS. The {_Manufacturer} is only responsible to provide {_Customer}’s Designated Support Contacts (as defined below) with the Support Services described herein. The {_Manufacturer} shall be responsible for a Confirmed Error in the applicable {_Supported_Software}, however, The {_Manufacturer} shall not be responsible for any errors in any {_Supported_Software} that cannot be reproduced by The {_Manufacturer} on unmodified {_Supported_Software}, or for software, firmware, hardware not supplied by The {_Manufacturer}, or for information or memory data contained in, stored on or integrated with any {_Supported_Software} or The {_Manufacturer} Hardware returned to The {_Manufacturer} in connection with this SMS. Services described herein do not include any support of any failure or defect in the {_Supported_Software} due to {_Customer}, {_Customer_Representatives} or any damage caused by {_Customer} or {_Customer_Representatives} from improper storage, accident, abuse or misuse of any {_Supported_Software} (or any component thereof), or if any {_Supported_Software} (or any component thereof) has been used or maintained in a manner not conforming to the requirements in {_Documentation} or in this {_Agreement}, or if any {_Supported_Software} (or any component thereof) is used by {_Customer} or {_Customer_Representatives} on unsupported platform or hardware or has been altered or modified by {_Customer} or {_Customer_Representative}, or has had any serial number removed or defaced. Service or repair of the any {_Supported_Software} by anyone other than The {_Manufacturer} (or an authorized of The {_Manufacturer}) shall void The {_Manufacturer}’s obligations herein. Support Services shall apply only to the most current shipping release of the applicable {_Supported_Software} and the immediately prior release for one (1) year after such prior release has been superseded by the current shipping release (by way of illustration and not limitation, if the shipping version 5.4 is released in January 2013 and 5.5 is released in June 2013, The {_Manufacturer} is obligated to support 5.5 and to support 5.4 until June 2014).. | = | |
| If The {_Manufacturer} agrees to remedy any errors or problems not covered by the terms of this SMS, The {_Manufacturer} may perform such work after receiving a purchase order from the {_Customer} including agreed scope of work and agreed pricing. | = | |
|
| III. SCOPE OF MAINTENANCE SERVICES. | = | |
| Subject to the terms of this SMS, during the applicable Maintenance {_Term}, and provided {_Customer} is current on its obligations to pay any applicable Support and Maintenance Fees due, The {_Manufacturer} shall provide {_Customer} the following maintenance services (“Maintenance Services”) with respect to the applicable {_Supported_Software}: The {_Manufacturer} shall provide to {_Customer}, without any additional charge, access to all {_Upgrades} of such {_Supported_Software} to the extent created and generally released to other The {_Manufacturer} customers that purchased the same {_Support_and_Maintenance_Services}. The {_Manufacturer}’s obligations to provide Maintenance Services shall apply only to the most current shipping release of the applicable {_Software}. | = | |
|
| IV. CUSTOMER OBLIGATIONS; DESIGNATED SUPPORT CONTACTS. | = | |
| {_Customer} may appoint up to three (3) individuals (for {_Customers} who have purchased basic Support) or five (5) individuals (for {_Customers} who have purchased Premium Support) who are knowledgeable in the operation of the {_Supported_Software} (through certification by The {_Manufacturer} or training purchased by {_Customer}) to serve as primary {_Customer} contacts with The {_Manufacturer} for support calls for all {_Supported_Software} (“Designated Support Contacts”).. All support calls shall be initiated through these contacts. {_Customer} may change its primary or alternate contacts at any time upon written notification to The {_Manufacturer}. {_Customer} may not share login passwords or other benefits of this {_Agreement} with any other persons nor use any software updates or software upgrades or other services furnished to {_Customer} under this {_Agreement} for any software for which {_Customer} has not purchased the applicable {_Support_and_Maintenance_Services}. {_Customer} shall provide The {_Manufacturer} access to the logs and access to perform remote troubleshooting sessions on the affected server or component, as reasonably requested by The {_Manufacturer}, in order for The {_Manufacturer} to provide {_Support_and_Maintenance_Services}. | = | |
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| V. THIRD PARTY SERVICES. | = | |
| In addition to the provisions addressing {_Third_Party_Service}s set forth in this {_Agreement} (e.g., the provisions set forth in the Section entitled “{_Third_Party_Supplier}s”), the following provisions apply to {_Third_Party_Service}s. If, during a Maintenance {_Term}, a third party supplier terminates use or access to its {_Third_Party_Service}, The {_Manufacturer} shall notify {_Customer} of the same, and all use and access to such {_Third_Party_Service} shall terminate as of the effective date specified by such third party supplier. Within thirty (30) days of the notification by The {_Manufacturer} of the termination of any {_Third_Party_Service}, the {_Customer} may terminate this SMS for convenience (effective no earlier than the date the applicable {_Third_Party_Service} is terminated). Upon such termination, {_Customer} shall be entitled to receive a pro-rata refund on any Support and Maintenance Fees paid (if any) for the relevant period remaining in the then-current Maintenance {_Term} of the applicable {_Supported_Software}. The {_Manufacturer} shall have no liability to {_Customer} in connection with any termination of any such {_Third_Party_Service} or the {_Customer}’s use of any {_Third_Party_Service}. Any warranties associated with such services are only those directly provided by the third party supplier to {_Customer}. | = | |
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| VI. GENERAL. | = | |
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| This SMS is subject to all the term and conditions of this {_Agreement}. Without limiting the foregoing, {_Customer} understands and agrees that the aggregate liability of The {_Manufacturer} and its suppliers in connection with this Sms, including for any services, third party services, software and/or supported software provided hereunder, regardless of the form of the action giving rise to such liability (whether in contract, tort, or otherwise), shall not exceed the support and maintenance fee paid by customer for the relevant maintenance term for the applicable software. Multiple claims shall not expand the limitations set forth in this section. The following sections survive any expiration or termination of this SMS: sections i c (‘reinstatement after termination’), v (‘third party services’) and vi (‘general’) survive any termination or expiration of this SMS. | = | |
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| The {_Manufacturer} may revise the terms of this SMS provided that (i) such revision is in connection with a revision to any standard terms under which The {_Manufacturer} provides support and/or maintenance, (ii) The {_Manufacturer} provides written or e-mail notice (and/or posting on http://support.themanufacturer.com or such other URL provided by The {_Manufacturer} from time to time) of the revised terms at least sixty (60) days prior to the expiration of the applicable then-current Maintenance {_Term}, and (iii) such revised terms only apply to renewal Maintenance {_Term}s (if any) and renewal is subject to mutual agreement. | = | |
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| APPENDIX 4 | = | |
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| THE MANUFACTURER HARDWARE TERMS | = | |
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| If {_Customer} has ordered and received {_Equipment} from The {_Manufacturer} or an {_Authorized_Reseller} of {_Equipment}, the following terms and conditions apply: | = | |
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| Limited Hardware Warranty. Subject to the terms and conditions of this {_Agreement}, The {_Manufacturer} warrants for the applicable warranty period identified in the applicable {_Price_List} (or twenty-four (24) months if not identified in such {_Price_List}) as measured from the date of shipment of the {_Equipment} by The {_Manufacturer}, that any {_Equipment} shall be free from defects in material and workmanship under normal use.. This limited warranty extends only to {_Customer}. {_Customer}’s sole and exclusive remedy and the entire liability of The {_Manufacturer} and its suppliers under this limited warranty shall be, at The {_Manufacturer}’s or its service center’s option, to repair the {_Equipment} or, if repair is not possible, to replace of the {_Equipment} within the warranty period and according to the RMA procedures described below (the “RMA Procedures”). The {_Manufacturer} replacement parts used in {_Equipment} replacement may be new or reconditioned / refurbished (like new). The {_Manufacturer}’s obligations hereunder are conditioned upon the return of affected {_Equipment} in accordance with The {_Manufacturer}’s or its service center’s then-current RMA Procedures. | = | |
| RMA Procedures: During the warranty period specified above: | = | |
| (a) Reporting. {_Customer} or the {_Authorized_Reseller} on behalf of the {_Customer} shall report suspected malfunctions of the {_Equipment} supplied by The {_Manufacturer} (if any) via email or via phone, and cooperates with The {_Manufacturer} in its investigation to determine if the {_Equipment} fails to meet its limited warranty set forth above (“Defective {_Equipment}”). | = | |
| (b) RMA Procedure for Defective {_Equipment}. If the {_Equipment} is Defective, The {_Manufacturer} shall issue {_Customer} a Return Material Authorization (“RMA”) number. {_Customer} shall ship the Defective {_Equipment} to the address specified by The {_Manufacturer}, freight prepaid, at The {_Manufacturer}’s cost. The {_Manufacturer} shall ship {_Customer} replacement {_Equipment} with freight prepaid for next business day delivery) in the United States, unless otherwise mutually agreed by the parties. For all other countries, replacement {_Equipment} shall be shipped priority delivery after the RMA number has been issued; please contact The {_Manufacturer} support for the method and timing of such shipment. In order for The {_Manufacturer} to be able to ship the RMA number must be issued no later than 1:00 p.m. Pacific Time during The {_Manufacturer}’s normal business hours. As a condition of shipping {_Customer} the replacement {_Equipment} prior to {_Customer} returning the Defective {_Equipment}, {_Customer} must agree to return the Defective {_Equipment} to The {_Manufacturer} within fifteen (15) business days or {_Customer} shall be invoiced for the replacement {_Equipment} at the {_Prices} in the {_Price}List. All returned {_Equipment} shall be the property of The {_Manufacturer} once The {_Manufacturer} delivers the replacement {_Equipment} to {_Customer}. Replacement {_Equipment} may be new or reconditioned/refurbished (like new). The {_Manufacturer} may in its sole discretion modify the {_Equipment} at no cost to {_Customer} to improve its reliability or performance. | = | |
| What will happen after the warranty period, we cannot buy every 2 years new material.? | = | |
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| APPENDIX 5 | = | |
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| APPENDIX 6 | = | |
| AUTHORIZED RESELLERS | = | |
| TO BE INCLUDED BY THE MANUFACTURER | = | |
| EUROPE: | = | |
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| AMERICAS: | = | |
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| ASIAPAC: | = | |
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| AFRICA: | = | |
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/Docs/G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/0.md