Annual Maintenance Contract Terms and Conditions for Software

PandaTip: This template describes the scope of software maintenance services offered, the terms of those services, and any additional terms related to your contract with the customer. In the event that one of the parties to this Software Maintenance Agreement fails to comply with the terms and conditions set forth, the investigating party shall notify the defaulting party in writing of the occurrence of the failure. The Software Owner may, in its sole discretion, request a cost report and price adjustment for all materials required for this Software Maintenance Agreement. 5.1.2. This Software Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes and supersedes all prior agreements or understandings with respect to such subject matter. All prior and oral representations, warranties and representations regarding the subject matter of this Agreement shall be deemed to have been merged and superseded by this Agreement. This Agreement may be amended or supplemented only on the basis of a written document signed by the Party against which such amendment or amendment is to be applied. This Agreement supersedes any additional, conflicting or conflicting terms that may appear on any order, confirmation or similar document sent or delivered by any party to this Agreement. In the event that a disagreement or controversy arises during the term of this Software Maintenance Agreement, both parties agree to resort to arbitration to resolve such issues. In consideration for the tasks performed during the term of this Software Maintenance Agreement, the Software Owner has agreed to pay the Service Provider all the amounts set out in the following table. The Service Provider will have access to all necessary printouts as well as documentation of any software that may contain errors in the conclusion of this Agreement.

The Service Provider acknowledges that the Software Owner may have sensitive or proprietary information provided on the computers or in the Software to be maintained. This Software Maintenance Agreement constitutes the entire agreement for the services listed herein and supersedes all prior agreements entered into in writing or orally. The service provider undertakes to carry out all assigned projects and maintenance in a professional manner. During the term of this arbitration, both parties will continue to comply with all agreements entered into under these Software Maintenance Agreements and perform all assigned tasks. 3.1. Limited Warranty for Maintenance Services. Raritan warrants, for a period of ninety (90) days after the provision of the applicable maintenance service, that such maintenance services have been performed in a professional manner and in a manner at least in accordance with industry standards in effect at the time of performance. Raritan`s entire liability and Customer`s exclusive remedy under this Limited Warranty shall be, at Raritan`s option, either (a) reimbursement of the Maintenance Fees paid by Customer in respect of the annual maintenance period during which such Maintenance Services were provided; or (b) the provision of such maintenance services in a manner consistent with the foregoing limited warranty. Any maintenance performed repeatedly is warranted in accordance with the terms of this section for the remainder of the initial warranty period or thirty (30) days, whichever is longer. 5.5.

Severability. The parties acknowledge that if any provision of this Agreement is held to be invalid or unenforceable, it is their desire and intention to reform and interpret that provision in such a way that it is held to be valid and enforceable to the fullest extent possible. Therefore, in lieu of such invalid or unenforceable provision, a provision similar in its terms to an invalid or unenforceable provision that is possible, valid and enforceable will be automatically added as part of this Agreement. 1.5. Raritan Software Support Website means the website to which Raritan refers in these Terms and Conditions or elsewhere by Raritan, where the Customer may, among other things, register a Service Agreement, obtain manuals and other technical information, and review the Customer`s portfolio of software licenses and services. 2.4.4. Maintenance services do not include: (a) the development of custom computer programs, (b) repairs or services related to third-party software or hardware, or (c) hardware modifications or modifications to existing hardware configurations outside the scope of the warranty. 5.1.1. This Software Agreement includes these Terms and Conditions as well as the terms of each confirmation email when used to provide the Software Maintenance Services Identification Number for this Service Agreement. In case of opposition, the terms and conditions of these general conditions will prevail. All warranties contained in purchases made in respect of the Software during the term of this Agreement are contained in this Software Maintenance Agreement and are subject to the same terms and conditions as this Agreement.

All notices relating to this Software Maintenance Agreement must be in writing and delivered to the defendant, either in person, by email or registered mail to the following addresses. 5.9. Assignment. The Customer may transfer or assign its rights under this Agreement, but only with the prior written consent of Raritan, which may not be unreasonably withheld. As a condition of such assignment or assignment, (a) the assignor/acquirer shall agree in writing to perform all of Customer`s obligations under this Agreement, (b) Raritan shall receive a copy of the assignor/assignee`s written obligation to comply with all of Customer`s obligations under this Agreement, and (c) all maintenance transfer fees, if applicable, must be paid to Raritan. PandaTip: The « Access Granted » section of this template describes all the physical or digital locations that you need to access to perform software maintenance. If, at any time, no payment is received for terms not agreed between the parties, this constitutes a breach of contract and constitutes grounds for termination of this Software Maintenance Agreement. The Software Provider may, with the consent of the Software Owner, make regular updates or additional necessary changes to the Software to be maintained.

In the event that new software bugs are discovered, the same consideration will be given and the Service Provider will be granted the access necessary to comply with this Agreement. PandaTip: The price table in the template above must be completed to reflect any expected deductions, fees or other costs associated with this software maintenance agreement. In addition, the service provider has access to the facilities, computers and software necessary to perform maintenance and software backups. These following Software Maintenance Services Terms and Conditions (these « Terms and Conditions ») form an integral part of the Software Maintenance Agreement (this « Service Agreement ») between Raritan, Inc. (« Raritan ») and Customer. Raritan provides maintenance services to Customer for the Software, as further described herein. 1.4. Error means any failure of the Software to comply in all material respects with its functional specifications published by Raritan. However, any non-compliance resulting from misuse, incorrect use, modification or damage to the Software or the combination or merger of the Software by the Customer with hardware or software not provided by Raritan or identified as compatible shall not be considered a defect. Learn more about FindLaw`s newsletters, including our Terms of Service and Privacy Policy.

2.4.2. Raritan has no obligation to correct errors in the Software within a specified period of time, as the Software operates in a multi-vendor environment. From the date of the above contract, the service provider will begin maintenance of the software owner for a period of 12 months, unless termination is required by either party….