Software Support Agreement- Annual Licenses
Visokio Ltd. will provide to holders of current annual licenses (Licensee) Software Support as follows:
Definitions
"Designated Equipment" -any computer running Microsoft Windows 2000, or XP with minimum 512 MB memory and a processor 2 GHz or higher.
"Licensed Programs" -the software programs designed and written by Visokio Ltd. and provided in binary code form identified by title and build number in the Schedule including any New Release of the same made or issued pursuant to clause 4
"Licensed Program Materials" -the Licensed Programs and the Program Documentation
"New Release" -any improved modified or corrected version of any of the Licensed Programs or Program Documentation from time to time issued by Visokio Ltd.
"Program Documentation" -the instruction manuals user guides and other information to be made available by Visokio Ltd. at its discretion in either printed or machine readable form to the Licensee
"Program Specification" -the technical specifications from time to time published by Visokio Ltd. in respect of the Licensed Programs
"Site" -the address for delivery of the Licensed Program Materials specified by the Licensee
"Annual License Fee" -the annual fee for the Software license
Software Support shall comprise the following:
- advice by telephone or post on the use of the Licensed Programs provided that telephone support will be limited to areas not explicitly covered in the Program Documentation;
- information and advice by telephone or post on forthcoming New Releases of the Licensed Programs;
- upon request by the Licensee the diagnosis of faults in the Licensed Programs and the rectification of such faults (remotely or by attendance on Site at Visokio Ltd. sole discretion) by the issue of fixes in respect of the Licensed Programs and the making of all necessary consequential amendments (if any) to the Program Documentation;
- the creation and dispatch to the Licensee from time to time at Visokio Ltd.'s sole discretion of fixes in respect of the Licensed Programs;
- the creation and dispatch to the Licensee from time to time at Visokio Ltd.'s sole discretion of a New Release of the Licensed Programs and Program Documentation.
Notification and response
The Licensee shall inform Visokio Ltd. of all faults requiring Software Support as soon as they arise and supply in writing to Visokio Ltd. a detailed description of any fault requiring Software Support and the circumstances in which it arose if so requested by Visokio Ltd
The response time for Software Support shall be between the hours of 9 a.m. and 5.30 p.m GMT. Monday through to Friday (excluding bank and other public holidays). Visokio Ltd. shall respond to the Licensee with a status report on the fault following notification. Visokio Ltd. will classify the fault as Critical or Non-Critical to the fundamental operation of the Licensed Programs and the following procedure will then apply:
- Critical Problems: Visokio Ltd. will attempt to generate a fix or workaround by correcting or modifying the Licensed Programs to achieve its conformance to the specification in the Program Documentation and send it to the Licensee on the appropriate media as soon as possible;
- Non-critical Problems: Visokio Ltd. will attempt to generate a fix for incorporation in the next New Release. Where feasible, Visokio Ltd. may provide a temporary workaround to the Licensee. In no circumstances may Visokio Ltd. be required to correct a Non-critical Problem reported by the Licensee and Visokio Ltd. reserves the right to abandon attempts at a fix where the costs of the fix are likely to be excessive or the benefits to Visokio Ltd.'s customer base at large are at Visokio Ltd.'s absolute discretion likely to be negligible.
Software Support excludes diagnosis/rectification of faults resulting from:
- the improper use operation or neglect of either the Licensed Program Materials or the Designated Equipment;
- the modification of the Licensed Programs
- the use of the Licensed Programs on equipment other than the Designated Equipment;
- the failure by the Licensee to implement recommendations in respect of, or solutions to faults previously advised by Visokio Ltd.;
- any repair adjustment alteration or modification of the Licensed Programs without Visokio Ltd.'s prior consent;
- any breach by the Licensee of any of its obligations under any License Agreement in respect of the Licensed Programs;
- the Licensee's failure to install and use upon the Designated Equipment in substitution for the previous release any New Release of the Licensed Programs or the upgrading of the Designated Equipment as may be required by Visokio Ltd.; or
- the use of the Licensed Programs for a purpose for which they were not designed.
Visokio Ltd. shall be entitled to levy reasonable additional charges if Software Support is provided in circumstances where any skilled and reasonable Systems Administrator would have adjudged the Licensee's request to have been unnecessary. Additional charges shall be levied by Visokio Ltd. monthly in arrears and shall be payable by the Licensee (together with Value Added Tax thereon if applicable) within 30 days of receipt of any invoice thereafter.
Limit of Liability
There are no warranties conditions guarantees or representations whether expressed or implied by statute or otherwise orally or in writing except as provided herein. Visokio Ltd. will not be liable in any way for any losses caused by the Licensee's failure to perform its obligations hereunder including but not limited to any failure of the Licensee to make adequate provision for recovery of lost or corrupted data files or programs. Visokio Ltd. shall not be liable in any event for any loss of profits goodwill or any type of indirect special incidental or consequential loss or damage suffered by the Licensee (even if such loss was reasonably foreseeable or notified to Visokio Ltd.) or arising from loss of data or arising from the Software Support provided.
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