Collectorpro Software Inc.
Cloud Services Terms and Conditions
Collectorpro Software Inc., (“Collectorpro”) and the Customer agree that the following terms and conditions apply to any Customer order accepted by Collectorpro to provide cloud services (‘Services”) for Software, “Software” refers to any of Collectorpro’s Software products which have been licensed to Customer by Collectorpro and are delivered through a cloud services method.
1.0 MAINTENANCE SERVICES: Collectorpro agrees to provide the following Services to support the Software:
1.1 Product Support: Customer shall have access to Collectorpro technical support personnel for support of the software installation or license covered by this Agreement. Customer may request support online via our support website (collectorpro.com/collectorpro-support). Telephone support is available by calling 972.908.3964 and support via email is available at email@example.com. Support is available Monday through Friday from 8am to 5pm Central Time (excluding all federal holidays, unless otherwise designated by Collectorpro).
1.2 Initial Data Transfer: For existing Collectorpro Software Customers that wish to migrate data from their own computers to the cloud, included in the initial setup fee is the transfer of up to five (5) data sets (appraisals or collections) to the cloud. Additional data sets may be transferred for an additional agreed fee.
1.3 Maintenance Updates: A “Maintenance Update” is a patch or updated version of the Software which addresses code errors or provides minor improvements in functionality or performance of the Software. Maintenance Updates are typically developed by Collectorpro in the normal course of business. A Maintenance Update may or may not repair “bugs” which have been reported by the Customer. Collectorpro will determine, in its sole discretion, the content and timing of any such Maintenance Updates. Maintenance Updates may include versions of the Software which contain material improvements in functionality or performance (“Software Version Release”). Whether, or not, a Maintenance Update includes a “Free” Software Version Release” will be at Collectorpro’s sole discretion.
2.0 EXCLUDED SERVICES: The Customer is responsible for the interface between the Software and the Customer’s other software and equipment. Collectorpro will be under no obligation to provide any assistance, or support for items not specifically included in the Services listed in section 1.0. Collectorpro may, at its discretion, agree to provide additional services at Collectorpro’s current fee structure. Services under this Agreement do NOT include repair or service of the Customer’s hardware or software.
3.0 PAYMENT: Payment for cloud services is via a subscription. Collectorpro will charge the payment method on file for the agreed term.
4.0 DURATION OF AGREEMENT: The agreement will be in effect until cancelled by the Customer or Collectorpro. Unless otherwise agreed in writing (email is ok) the subscription has a 30 day cancellation period.
5.0 TAXES: In addition to the fees due under this Agreement, the Customer agrees to pay any taxes applicable by law resulting from this Agreement, or any activities hereunder, except for taxes based upon Collectorpro’s net income.
6.0 TERMINATION: This Agreement may be terminated as follows:
6.1 Unauthorized Changes: If the Customer, or any third party, modifies any covered Software, Collectorpro may immediately terminate this agreement and any support for the modified Software by giving written notice of termination under this provision.
6.2 Termination for Cause: Either party may withdraw from this Agreement at any time upon written notice of default if the other party fails to cure any failure to comply with any term and condition of this Agreement within thirty (30) days after receipt of such notice of default. The parties’ rights and remedies herein are in addition to any other rights and remedies provided at law or in equity. Either party may terminate this Agreement upon thirty (30) days written notice, with no right to cure, if the other party becomes insolvent or upon the making of an assignment for the benefit of creditors.
6.3 Termination of Underlying License: This Agreement shall terminate automatically for any specific Software upon the termination or expiration of the Customer’s license for the use of such Software.
6.4 Effect of Termination on Fee: No refund or credit of any fees or charges will be due to Customer if this Agreement is terminated before the end of the specified term of the Agreement.
6.5 Non-Payment of Monthly Subscription Fee: In the event the payment is not received for 30 days beyond the due date, the cloud server will be placed in offline mode. In the event the payments are not brought current within 59 days the cloud server will be decommissioned. Customer data will be retained for an additional 60 days and made available to the Customer in a format of Collectorpro’s choosing. If the Customer requests reinstatement of the cloud service, the current cloud service setup fee and any missed subscription fees will be due and payable prior to reinstatement.
7.0 OWNERSHIP OF DATA: All data created and entered by the Customer remains the property of the Customer and will be returned to Customer upon termination of the service. Data will be returned in a format of Collectorpro’ choosing. If Customer requests data in a specific format there may be a charge for the data return services.
8.0 INTELLECTUAL PROPERTY OWNERSHIP: Collectorpro shall retain title and all intellectual property rights (including but not limited to all copyright, patent and trade secret rights) in any Maintenance Update or documentation provided to Customer under this Agreement. Customer agrees to strictly comply with all terms of the underlying license(s) applicable to the Software, including but not limited to use limitations, intellectual property restrictions, and the prevention of unauthorized use, copying and disclosures.
9.0 LIMITS TO LIABILITY:
9.1 COLLECTORPRO MAKES NO WARRANTIES AS TO THE SOFTWARE, MAINTENANCE UPDATES, OR ANY DOCUMENTATION DELIVERED HEREUNDER, OR THE SUPPORT SERVICES RENDERED, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
9.2 In no event shall Collectorpro be liable for any lost profits, lost savings or any consequential or incidental damages of any kind, even if Collectorpro has been advised of the possibility of such damages, or for any claim against the customer by any other party.
9.3 IN NO EVENT WILL Collectorpro’s AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SALE OF PRODUCTS AND PROVISION OF SERVICES TO CUSTOMER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE AGGREGATE PURCHASE PRICE FOR SERVICES AND PRODUCTS IN QUESTION PAID BY CUSTOMER TO COLLECTORPRO UNDER THIS AGREEMENT.
The Software and Maintenance Updates or documentation provided hereunder are the confidential and proprietary information of Collectorpro. Customer shall not (i) disclose them to any third party without Collectorpro’s prior written consent or (ii) use such information for its own internal purposes except as specifically authorized in the underlying licenses for the Software.
11.0 FORCE MAJEURE: Collectorpro shall not be liable for any delay in delivery or performance of the Services due to any cause beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, acts of terrorism, governmental priority, strikes or other labor disturbances, floods, epidemics, war, riot, delay in transportation, or Customer’s actions or inaction. In the event of any such delay, the date of delivery or of performance shall be extended for a like period of time.
12.1 The Customer shall not assign this Agreement or any obligations or rights hereunder without the express written consent of Collectorpro, and any such attempted assignment shall be void. This Agreement contains the entire agreement between the parties, and no modification or waiver of any of the provisions, or any future representation, promise, or addition shall be binding upon the parties unless agreed to in writing. The mere acknowledgment or acceptance of any order with provisions that are ambiguous, in addition to or inconsistent with the terms of this Agreement, or the providing of maintenance service pursuant thereto shall not be deemed as acceptance or approval of such ambiguous, additional or inconsistent provisions.
12.2 The provisions of this Agreement are severable, and if any non-material part of it is found to be unenforceable, the other terms shall remain fully valid and enforceable. If any material provision of this Agreement is found to be invalid or unenforceable, then the parties shall negotiate language to replace such invalid or unenforceable provision. Such replacement language must be designed to replicate the original intent of the invalid language as nearly as possible.
12.3 GOVERNING LAW: This Agreement and any question concerning its validity, construction or performance shall be governed by the laws of the State of Texas, United States of America. Sole venue and exclusive jurisdiction shall rest with the courts at Collin County, Texas, USA. The parties agree that this Agreement and any transactions under it shall not be governed by the terms of the United Nations Convention on the International Sale of Goods.