Loading...
HomeMy WebLinkAboutFRONT RANGE END USER - CONTRACT - CONTRACT - FRONT RANGE SOLUTIONS MAINTENANCE AND SUPPORTQ0-170529'2 FRONTRANGE SOLUTIONS - MAINTENANCE AND SUPPORT (M&S) TERMS AND CONDITIONS 1. Maintenance. Maintenance consists of updates, upgrades, bug fixes shall be entitled to receive a refund of the prepaid and unused portion of the and new releases or versions of validly Licensed Software at such time as M&S fees paid to FrontRange. The foregoing refund shall be Customer's FrontRange makes them available generally to all of its customers, including exclusive remedy, and FrontRange's sole liability, for FrontRange's breach of you ("You" or "Customer"). Maintenance may, but does not necessarily this Agreement. include updates, upgrades, bug fixes and new releases or versions of any 5. Warranty and Liability Disclaimer. FrontRange warrants that the M&S third -party software included in the Licensed Software. All Maintenance services provided to Customer under this Agreement shall be performed with deliveries are subject to the terms and conditions of the applicable End User due care, and in a professional and workmanlike manner. FrontRange does License Agreement ("EULA") for the Licensed Software. not otherwise warrant the accuracy or completeness of any services provided 2. Su ort. (a) FrontRange currently offers three levels of support: Bronze, pursuant to this Agreement. FRONTRANGE DISCLAIMS ANY AND ALL Silver and Gold. The support offering level You have purchased is Bronze OTHER WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE IN unless otherwise specified in Your order confirmation document. Contact CONNECTION WITH THE SUBJECT OF THIS AGREEMENT. IN NO Your Sales representative or our support team for details of our Support EVENT, UNDER ANY THEORY OF LAW SHALL EITHER PARTY AND/OR offering levels. (b) Support entities You to telephone assistance at ITS AFFILIATES BE LIABLE TO THE OTHER FOR ANY INDIRECT, FrontRange's published number, and/or assistance via E-mail or other SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST automated processes, with the Licensed Software. Support is currently PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN available on business days Monday through Friday during normal business IF A PARTY AND/OR ITS AFFILIATES ARE ADVISED OF THE hours. After-hours support will be charged at FrontRange's then current rates POSSIBILITY OF SUCH DAMAGES. FRONTRANGE'S LIABILITY UNDER and costs. FrontRange strives to respond to telephone inquiries within 4 THIS AGREEMENT SHALL NOT EXCEED THE PREPAID AND UNUSED business hours and all other inquiries within 2 business days. (c) Support will PORTION OF YOUR M&S FEES PAID TO FRONTRANGE. FRONTRANGE be provided only for those questions and issues forwarded to FrontRange SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY SERVICES from Customer's internal help desk support staff, not each individual licensed PROVIDED BY ANY PARTNER OR ANY OTHER THIRD PARTY. user. FrontRange will attempt to answer Your specific questions; however 6. Miscellaneous. (a) Entire Agreement. This Agreement constitutes the Support is offered to You on a good faith, diligent effort basis only, and entire agreement between You and FrontRange related to the subject matter FrontRange may not be able to resolve every request for Support. Support is hereof, and additions or modifications shall be binding upon the parties only provided for ongoing use of the Licensed Software; it is not intended to be a if the same shall be in writing and duly executed by You and a duly authorized substitute for training or professional services necessary for the officer of FrontRange. (The Licensed Software is licensed under a separate implementation or system redesign of the Licensed Software, which are LA nd professional services, if any, are provided under a separate outside the scope of this Agreement. All such and other services, includinggufess�ional services agreement). Th er without limitation on -site assistance, custom programming, database andrc gre g network administration, and custom designed reports and forms, may be FrontRange Your y—ancumen o e provided pursuant to a separate agreement by or rther, if You purchased this service through a partner authorized FrontRange Partner. (d) Support is available for the current an�eseller You that this Agreement the immediately preceding version of the Licensed Software, and for any version ("Partner"), agree constitutes entire agreement between You and FrontRange regarding the M&S services released within eighteen (18) months of the date of the Support request, described herein to the exclusion of any other agreements and that Partner is provided that Customer and FrontRange are parties to a current M&S not FrontRange's agent and is not authorized to alter, amend or modify the agreement. Support for third party software products bundled with terms of this Agreement or to otherwise grant any license or other rights FrontRange Licensed Software is available according to their manufacturer's relating in any way to the Licensed Software. (b) Waiver. The waiver or failure support policies. (e) Unless otherwise stated, Support does not include any of of either party to exercise in any respect any right shall not be deemed a the following: waiver of any further or future right. (c) Assignment. You may assign this (i) supporting database products, including without limits, set-up and Agreement only in connection with a proper and valid assignment of the alteration and/or configuration of database products, and database or corresponding EULA to the extent permitted thereunder, provided that You database connectivity software specific errors; (ii) resolving network, give written notice of such assignment to FrontRange. FrontRange may freely workstation or environmental errors not directly related to the Licensed assign this Agreement to a purchaser of that portion of FrontRange's Software; (III) supporting any Licensed Software working on or with any business to which this Agreement relates, to the surviving corporation in the version of any database, operating system or similar hardware or software event of a merger, and to any affiliate or third -party whom FrontRange product or system that is not specifically identified as interoperable with the authorizes to provide M&S for the Licensed Software of the nature specific version of the Licensed Software (and specifically excludes any contemplated hereby. (d) Additional Orders. Orders for additional products or "Beta" or non -certified versions of such products/systems); (iv) supporting licensed users will increase Your M&S fees under this Agreement. Unless any Licensed Software customizations (changes to the Licensed Software otherwise agreed to by FrontRange You will not be able to purchase made outside of the product's administration 'interface); (v) supporting any additional licenses of the Licensed Software if You are not current on M&S. Licensed Software being used in a manner for which it was not designed. You may renew M&S on one group of dependent FrontRange product(s) (f) It is Your responsibility to make and maintain adequate back-ups. In no without renewing M&S on another group of FrontRange products(s) that are event will FrontRange be responsible for lost data. determined to be distinct and separate from the first group, provided that the 3. Fees. (a) General. You will be invoiced prior to any annual M&S term determination whether products(s) are distinct and separate is at FrontRange's sole discretion. You agree that any purchase of M&S for (initial or renewal terms) and You agree to make payments to FrontRange no additional products or any renewal of M&S, shall be subject to the same later than thirty (30) days from invoice. FrontRange's obligations hereunder terms and conditions as contained in this Agreement, unless otherwise are subject to Your timely payment, and if FrontRange does not receive agreed to in writing at the time of such future purchase or M&S renewal, timely payment for products or services provided by FrontRange to You, respectively. FrontRange may immediately terminate or suspend this Agreement. Unless FrontRange otherwise instructs, You will directly pay FrontRange for M&S renewals. (b) Lapse; Reinstatement. If Your M&S terminates as a result of expiration or otherwise pursuant to this Agreement, and you decide to reinstate, You will have to pay the applicable M&S fees for the lapsed period plus a reinstatement fee equal to 10% of the fees for the lapsed period. (c) Taxes. Customer is responsible for all applicable taxes, value added taxes or other taxes (however designated) related to the M&S of the Licensed Software, excluding franchise taxes and taxes based on FrontRange's income. 4. Term/Termination. (a) M&S services are offered on an annual basis, and will renew at the end of the annual term provided You pay the applicable renewal fee. Failure to renew will result in termination of M&S, but M&S may be reinstated through payment of the fees described under "Fees." (b) This Agreement will automatically terminate as to each Licensed Software upon termination of the EULA corresponding to such Licensed Software. You may also terminate this Agreement for convenience but You will not be entitled to a refund of any paid Fees in such event. (c) If a FrontRange breach remains uncured more than one month after FrontRange receives written notice from You of such breach, You may terminate this Agreement for breach and You By signing below, Customer hereby agrees to the terms of this Agreement: Authorized Signature (please sign here): _ Signer's Name & Title: Signin 01 CUSTOMER N e: a= r--( © Street Address: dX City, State, Zip: �2� L �� C�iS �S C •� Telephone: U Facsimile: 7 'Z ? Rev. April 2007 FrontRange End -User Maintenance and Support Terms and Conditions