CardExchange® Assist Support License Agreement
NOTICE TO USER: BY ACTIVATING THIS SUPPORT LICENSE AGREEMENT, YOU ACCEPT THESE TERMS.
This Support Licenses Agreement ("SLA"), as a part of the CardExchange® Assist Program, is a legal agreement between you (the purchaser and/or user) (“LICENSEE”) and CardExchange Solutions Inc., a California corporation (“CARDEXCHANGE”) for the Software identified above and defined hereunder. By activating this SLA, you agree to be bound by the terms of this agreement. PLEASE READ THIS CONTRACT CAREFULLY.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACTIVATE THIS AGREEMENT.
You have received a serial number and activation code to activate your Support License Agreement. If this information was mailed to you, return the media envelope along with the rest of the package to the location where you obtained it within 30 days from purchase. Please note that, at any time, if we determine that you have abused, breached or violated the letter, spirit, or intent of any of these terms, conditions, and guidelines, we reserve the right in our sole discretion to terminate or suspend this agreement without notice, penalty, or liability of any kind to us.
1.DEFINITIONS
1.“SLA” is the This Agreement is executed for providing Support services to the LICENSEE who has activated the Support Level Agreement (“SLA”), with CARDEXCHANGE for use of a Licensed Support Program.
2.For the purpose of this Agreement, the Support Services and the terms shall be applicable as to “LICENSEE” only after activating this Agreement.
3."Activated" means an active Software License Agreement (SLA) offering CEAssist Premium Benefits as available on CARDEXCHANGE’s website.
4."Current version" means the version that is highest in version number, i.e. when version 9 is current, version 8 is not eligible for a Support Level Agreement.
2.TERM
1.Support License Agreement prices are subject to change without notice. The most actual prices are always available in CARDEXCHANGE’s web store.
2.This Support Level Agreement does not include installation or configuration support.
3.Support Level Agreements (SLA) are only available for current versions of CARDEXCHANGE’s software products and custom services.
4.Support Level Agreements (SLA) are exclusively activated on the CardExchange® Product and Edition. This SLA cannot be transferred to another product serial number after activation.
5.The term of this Agreement shall commence on the date of activation and shall remain in force for one (1) year. This Agreement will NOT automatically be renewed! 30 days before the expiration of this agreement, the LICENSEE will be notified of renewal options. LICENSEE renewal of this agreement before expiration this agreement expires, offers a discount of 10% on the annual fee.
6.When this Support Level Agreements (SLA) is renewed before the Anniversary date, the renewed agreement will be in force for one (1) year plus the remaining time left of the moment of renewal until the Anniversary date.
7.In the event that LICENSEE fails to renew the Annual Support Level Agreement fee on or before the Anniversary Date, this Agreement shall be deemed automatically terminated.
3.SUPPORT SERVICES
1.EXCHANGE will provide LICENSEE with support services as described in our Premium feature overview within business hours on Monday through Friday between 7am and 8pm US Eastern Time, except on holidays.
2.The support services under this SLA do not include any customizations, modifications. It also does not include configuration and installation of the software other than configuration to make the software work as indicated by the software manual. EXCHANGE offers separate installation packages pricing as well paid professional services.
4.RESPONSIBILITIES AND LIMITED WARRANTY
1.The LICENSEE will conduct in a courteous and professional manner with CARDEXCHANGE.
2.The LICENSE will use the provided tools provided by CARDEXCHANGE to maximize efficiency of this Agreement.
3.The LICENSEE will use the channels for communication provided by CARDEXCHANGE like support phone numbers, ticketing system, email addresses, etc.
4.The LICENSE will provide accurate information about the company and contact person during the activation process of the SLA.
5.The LICENSE will update the contact information when changes in the organization or contact person changes.
6.CARDEXCHANGE warrants that the Support Services will be provided in conformance with the terms of this Agreement and CARDEXCHANGE does not make any other warranties, whether expressed or implied, whether regarding the performance of the Licensed Program or the services provided under this Agreement.
7.LICENSEE agrees that CARDEXCHANGE has not warranted recovering any data or other information contained in the Designated System. CARDEXCHANGE shall not be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover or any indirect, special, incidental, exemplary, punitive or consequential damages of any kind in connection with or arising out of the furnishing, performance or Use of the Licensed Program or services performed hereunder, whether alleged as a breach of contract or tort conduct, including negligence even if advised of the possibility of such damages. Subject to the foregoing and notwithstanding anything to the contrary elsewhere contained, in no event shall the maximum aggregate liability of CARDEXCHANGE in connection with this Agreement exceed the Software Level Agreement fee paid by the LICENSEE in the six (6) months preceding the claim.
8.Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reasons beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications or utilities, or any act or failure to act by the other party or such other party’s officers, employees, agents or contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control.
5.WARRANTY DISCLAIMER
1.CARDEXCHANGE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
2.OUR SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK OR COST ASSOCIATED WITH SUCH DEFECT AND ANY SERVICE AND REPAIR. CARDEXCHANGE AND ITS LICENSORS DO NOT WARRANT THAT THE SOFTWARE IS FLAWLESS OR WILL OPERATE WITHOUT INTERRUPTION. THE SOFTWARE IS NOT DESIGNED, INTENDED, OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS. CARDEXCHANGE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
6.LIMITATION AND RELEASE OF LIABILITY
1.In no event shall CARDEXCHANGE, its licensors, or its suppliers be liable to you for any consequential, special, incidental, or indirect damages of any kind arising out of the delivery, performance, or Use of the software, even if CARDEXCHANGE or its licensors have been advised of the possibility of such damages. You agree that the liability of CARDEXCHANGE and its licensors for any claim, whether in contract, tort, or any other theory of liability will not exceed the amount of the license fee paid by you.
7.EXCLUSION OF ALL DAMAGES
8.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CARDEXCHANGE, ITS LICENSORS, OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF BUSINESS INTERRUPTION, PROFITS, LOSS OF BUSINESS DATA, FOR NEGLIGENCE, OR FOR ANY OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CARDEXCHANGE, ITS LICENSORS, OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9.ASSIGNMENT AND AMENDMENT
LICENSEE may assign its obligations under this Agreement to a third party individual or entity subject to the prior written consent of CARDEXCHANGE. No amendment to this Agreement shall be valid unless the same is in writing and signed by both parties. Both parties agree that they are not bound to any oral representations and warranties made concerning the services under this Agreement.
10.APPLICABLE LAW AND DISPUTES
1.This SLA, and any further agreements resulting therefrom, including any question regarding the existence, validity, or termination thereof, shall exclusively be governed by and construed in accordance with California law without regard to any choice of law rules thereunder.
2.All disputes arising in connection with this agreement, or any further agreements resulting therefrom, including any question regarding the existence, validity or termination thereof, shall be submitted to the exclusive jurisdiction of the Contra Costa County, California, courts. The parties further agree that this Agreement was entered into in Contra Costa County, and is to be performed in Contra Costa County.
11.PRIVACY POLICY
1.USE OF DATA
When you download, use, or activate our Software or Support License Agreement (SLA), browse our website, or participate in our online forums, your IP address, the time and duration of your visit and use, the web browser you are using, the pages you view, and other information like how you are using the software, are sent to our servers. This information can be used to compile statistical reports about how you use our products and our website in order to improve our products, services, and support. If you choose to register for our forums, a valid email address is required. Our forums are moderated, and we reserve the right to remove anything we deem inappropriate and to restrict or delete any user account being used inappropriately.
2.FRAUD/PIRACY
We aim to keep your information safe. Credit card fraud, identity theft, and software piracy will not be tolerated. We may release any information necessary to comply with the law, protect our software licenses, and foremost to protect our valued customers. We will also work with law enforcement and fraud/credit agencies to ensure the safety of your information.
Should you have any questions concerning this SLA please contact us via:
Email: sla@cardexchangeid.com
Web: http://cardexchangesolutions.com/sla
First Edition © CardExchange Solutions Inc. 2016
