Support and Maintenance Terms and Conditions
This Support and Maintenance Terms and Conditions (“Agreement”) govern the delivery of any standard Software Support (defined below) and is entered into by you, either an individual or an entity, and its Affiliates (“You” or “Company”) and Smargasy Inc (“Smargasy”).
1. “Contact” means the person(s) designated by You to act as the Company’s point of contact and who is otherwise responsible for the day-to-day administration of the Software or Services and the activities and responsibilities agreed hereto.
2. “EULA” means the Smargasy Inc End User License Agreement.
3. “Release” means all generally available releases of the Software that (i) contain new features, functionality, extensions, or fixes for bugs, and (ii) are designated by means of a change in the digit to either the left of the first decimal point (e.g., Software 8.0>> Software 9.0), to the right of the decimal point (e.g., Software 8.0>>Software 8.1), or to the right of the second decimal point (e.g. Software 8.0>>Software 8.0.1).
4. “Services” means the products and software services that are requested by and provided to You by Smargasy Inc.
5. “Software” means the object code versions of the product, together with the updates, Releases, modifications or enhancements, owned and provided by Smargasy Inc to You pursuant to the EULA.
6. “Software Services Agreement” means the Smargasy Inc Software Services Agreement.
7. “Software Support” means the standard maintenance and/or support to be provided by Smargasy Inc or its designated agents as set forth in this Agreement.
8. “Supported Platform” means a Computer or platform that functions with the Software or Services and components contemplated for use with the Software or Services. Changes to any of the foregoing that break compatibility or inhibit the functionality of the Software or Services, unless authorized by the Documentation, do not constitute a Supported Platform.
9. “Term” means the period that You are eligible to receive Software Support, which starts: (i) the day the Software or Services are made available to You, or (ii) if You are purchasing out-of-maintenance Software Support, the date that You renew Your Software Support, to the date that the Software Support expires.
2. SOFTWARE SUPPORT.
1. Smargsy Support. Subject to the terms and conditions of this Agreement, Smargasy Inc shall, during the Term, provide You with Software Support.
2. Provision of Software Support. During the Term, You may receive:
1. Online Software Support. Your Contact(s) may submit support and related requests via an online webform that is available on the Smargasy Support Website (“Support Center”) and its websites 24 hours a day, 7 days a week, 365 days a year. Each request is given a unique identification number for Your convenience and reference. All online support submissions are managed using the English language.
2. Telephone Software Support. Telephone support is generally available during business hours (9am – 5pm), Monday through Friday.
3. Releases. For on-premises products, You may receive Releases of the Software, which can be obtained from Support Center.
3. LIMITATIONS OF SOFTWARE SUPPORT.
1. General Limitations. Smargasy will have no obligation to provide Software Support for problems caused by or arising out of the following:
1. Modifications or changes to the Supported Platform, Software, or Services, except for any modification or change made by You as directed by Smargasy in the Documentation;
2. Use of the Software or Services that is not authorized in the EULA, the Software Services Agreement, or the Documentation;
3. Any condition, including without limitation inclement weather conditions; neglect; misuse; or causes other than ordinary use, that affects the ability to provide Software Support or which may cause electrical or electromagnetic stress or a failure of electric power, air conditioning or humidity control; and
4. Third party products that are not authorized by Smargasy in the Documentation or, for any third party products that are authorized by Smargasy in the Documentation, problems solely arising from such third party products.
2. On-Premises Limitations.
1. Access to Your Computer System. Upon explicit request by You, You acknowledge that Smargasy may perform Software Support that may be conditioned upon access to Your Computer and/or Supported Platform. You understand and agree that the completeness and accuracy of the information You provide to Smargasy may affect Smargasy’s ability to provide Software Support to You.
2. Supported Releases. Smargasy may, at its discretion, decide to retire the Software from time to time (“End of Life”) in accordance with its End of Life Policy, which is referenced and incorporated herein. Smargasy shall provide Software Support for the current Release of the Software and any Software that has not been retired in accordance with the End of Life Policy. Notwithstanding anything to the contrary, Smargasy shall publicly post a notice of End of Life, including the last date of general commercial availability of the affected Software and the timeline for discontinuing the Software Support in its Resource Center. Smargasy shall have no obligation to provide Software Support for Software that is outside of the applicable service life.
4. YOUR OBLIGATIONS.
1. In addition to Your compliance with this Agreement, Smargasy’s obligation to provide You with Software Support are subject to the following:
2. You agreeing to receive communications from Smargasy via email, telephone, and other formats, including communications concerning Software Support, the extent of Your coverage, errors, technical issues, and availability of Releases (if applicable).
3. The delivery of the Company name as well as Your Contact’s name, relevant contact information, and Your Smargasy identification number when You request Software Support.
4. Your cooperation with Smargasy to allow Smargasy to provide You with the Software Support.
5. The assumption of responsibility for performing all operations on the Supported Platform and for the use of the Software or Services. Smargasy shall have no responsibility to perform operations on Your Computer or the Supported Platform or for operations performed on Your Computer or the Supported Platform, if applicable. You are solely responsible for the use of the Software or Services and shall properly train Your personnel in the use and application of the Software or Services in accordance with the EULA, the Software Services Agreement, and the Documentation.
6. Your prompt notification to Smargasy of all problems with the Software or Services and Your prompt implementation of any corrective procedures provided by Smargasy relating to the Software or Services.
7. Your protection, storage, and back-up of data and information. You are solely responsible for Your data and information and should confirm that such data and information is protected and backed up in accordance with any internal or regulatory requirements.
8. Internal Use.
The Software Support purchased by You is intended for use by You and only for Your benefit.
9. Designated Contact Requirements.
The parties agree that the Software Support is intended to be provided to technical personnel performing the daily administration of the Software or Services. You shall identify at least one Contact for Smargasy’s records, and at least one of Your Contacts must be an administrator who coordinates and controls access for other Contacts from the Company. Smargasy will provide Software Support to only Your Contact(s). You may not use a single Contact to act as a mere forwarding service for other personnel. Each Contact must be able to communicate in English and possess the relevant technical knowledge necessary to assist Smargasy in performing the Software Support contemplated under this Agreement. You must promptly notify Smargasy of any change in Your Contacts in writing. You shall allow one calendar week for processing by Smargasy of any change in Contacts.