- Scope of Agreement
During the term of
this Agreement, as set forth in Section 2, End2End, Inc. ("Licensor")
agrees to provide software support and maintenance as set forth in Section
3 for the computer program(s) and user manual(s) (collectively "Software"),
as specified in the cover letter, to the Licensee of Software ordering this
support ("Licensee"), as specified in the Cover Letter.
The period of support
shall be from the effective date shown on Cover Letter and shall continue
for one (1) year from that date provided that Licensee has submitted a P.O.
to the Licensor and paid support fees as specified in the Cover Letter and
billed by Licensor.
- Software Support and Maintenance Services
Scope of Services. During the term of this Agreement,
Licensor will provide Licensee the following Software Support and Maintenance
services for the Software:
- Corrections of substantial defects in the software
so that the Software will operate as described in the user manuals supplied
- Periodic updates of the Software that may incorporate
(a) corrections of any substantial defects, (b) fixes of minor bugs, and
(c) at the sole discretion of Licensor, enhancements to the Software.
- Telephone and electronic mail support to permit
the Licensee to report problems and seek assistance in using the Software.
- Internet accessible files containing patches and
other released defect corrections to the Software.
- Internet accessible files containing new versions
of Software made generally available during the support term.
- Services Not Included. Standard Maintenance Services
do not include: (i) Charged-For-Enhancements that are offered, at Licensor's
sole discretion, to Licensees upon payment of a license fee; (ii) on-site
support; (iii) training; (iv) hardware and related supplies, (v) any errors,
data file damage, or other malfunctions
resulting from the licensee failing to follow proper procedures
and directions as outlined in documentation provided in the manuals and
From time to time,
at Licensor's sole discretion, Licensor may make available to Licensee Charged-For-Enhancements
to the Software that Licensee may license from Licensor upon payment of the
license fee established by Licensor.
- Failure to Renew Subscription Service Agreement
If the Licensee fails to renew a Subscription Services
Agreement for a period of time, then wishes to reinstate to receive any services
as defined in section 3, Licensee is required to submit full payment for all
accrued, unpaid service periods in addition to the current period.
- Obligations of Licensee
- Technical Contact. Licensee shall notify Licensor
of Licensee's designated Technical Contact. Licensee shall designate a
contact with sufficient technical background to report Software problems
and receive support under the terms of Section 3. To the maximum extent
practicable, Licensee communications with Licensor will be through Licensee's
- No Modification of Software. Licensee agrees not
to modify, enhance, or otherwise alter the Software, unless and only to
the extent specifically authorized in the Software user manuals or the
prior written consent of Licensor is obtained.
- Error Documentation. Upon detection of any error
in the Software, Licensee, as requested by Licensor, agrees to provide
data that the Licensor may reasonably request in order to reproduce operating
conditions similar to those present when the error occurred. Licensee
agrees to identify and document for Licensor currently installed releases
of and all changes to operating and language support software that Software
requires for its successful operation, as determined by Licensor. Error
documents will be provided to Licensee as requested.
- Access. If deemed necessary by Licensor, Licensee
agrees to provide Licensor remote access to Software via Internet or other
means to correct any problem with Software. Access must be provided utilizing
PC Anywhere Version 9.0 or a newer version of this software. If remote
access is not available due to reasons acceptable to Licensor, required
files must be provided to Licensor via uploading to Licensor’s designated
Internet site or via CD.
- Interface to other Applications: This agreement
includes support for the interface to other application software that
is part of the original contract. This support DOES NOT cover changes
made by other vendor in their product, which causes the interface to not
function as outlined in original contract.
Licensor shall have
the right to terminate this Agreement and all services provided pursuant to
this Agreement (a) upon termination of the Licensee's Software License Agreement
by either party for any reason, and (b) if Licensee or its employees or agents
violate any provision of this Agreement and Licensee fails to cure such violation
within fifteen (15) days after receipt of written notice from Licensor.
Licensee acknowledges that Licensor owns all proprietary rights, including
patent, copyright, trade secret, and other proprietary rights, in and to the
Software and corrections, bug fixes, enhancements, updates, or other modifications
to the Software.
No arbitration or
other action under this Agreement, unless involving death or personal injury,
may be brought by either party against the other more than one (1) year after
the cause of action arises. Neither party shall be liable to the other for
lost profits or indirect, special, or consequential damages arising out of
this Agreement, even if the party has been notified of the possibility of
such damages. Under no circumstances will liability exceed the amounts paid
by Licensee to Licensor under this Agreement.
- General Provisions
- Assignment. Licensee will not assign or sublicense,
in whole or in part, any of its rights or obligations under this Agreement
without the prior written consent of Licensor, which consent shall not
be unreasonably withheld.
- Complete Agreement Amendment. This Agreement sets
forth the entire understanding of the parties with respect to the subject
matter of this Agreement. Any amendment to this Agreement must be in writing
and signed by both parties.
- Waiver. The waiver or failure of Licensor to exercise
in any respect any right provided for in this Agreement shall not be deemed
a waiver of any further right under this Agreement.
- Severability. If any provision of this Agreement
is invalid, illegal, or unenforceable under any applicable statute or
rule of law, it is to that extent to be deemed omitted. The remainder
of the Agreement shall be valid and enforceable to the maximum extent
- Governing Law. This agreement is to be construed
in accordance with the law of the State of California.