Collectorpro Software Inc.
Annual Software Maintenance Agreement Terms and Conditions
Collectorpro Software Inc., (“Collectorpro”) and the Customer agree that the following terms and conditions apply to and Customer order accepted by Collectorpro to provide maintenance services (‘Services”) for Software, “Software” refers to Collectorpro’s Appraiser Edition Software products which have been licensed to Customer by Collectorpro. The particular Software covered by this Agreement is “Collectorpro Appraiser Edition” “Collectorpro Appraiser Edition – Cloud Services”. Software maintenance is not available for any software which was custom developed or otherwise customized for Customer. Customer warrants that it has a license to use the Software and that it will keep the license in effect. Custom Software can be covered under an alternative agreement.
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 initial Software installation or license covered by the Agreement. Customer may request support online via our support website (collectorpro.com/collectorpro-support). Telephone support is available by calling 972.908.3964. All support is available Monday through Friday from 8am to 5pm Central Time (excluding all federal holidays, unless otherwise designated by Collectorpro). Customer shall have access to obtain Maintenance Updates according to procedures established by Collectorpro.
1.2 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. Some Software Version releases may be made available to Customer at an additional charge.
2.0 EXCLUDED SERVICES: The Customer is responsible for the interface between the Software and the Customer’s other software and equipment, and for installing, managing and operating any Maintenance Updates. Collectorpro will be under no obligation to provide any modifications, assistance or support requested by Customer but not specifically included in the Services, but may, at its discretion, agree to provide the additional Services at Collectorpro’s – current fee structure.
Services under this Agreement do NOT include repair or service of the hardware on which the software resides, or troubleshooting of systems or networks of which the Software or the hardware upon which it resides may be a part. Software installations or licenses not covered by an Agreement are not entitled to telephone Support or to Maintenance Updates. Nothing herein shall assure uninterrupted operation of the Software.
3.0 PAYMENT: Collectorpro will send notification to Customer for the applicable maintenance fee(s) in advance. Payment is due on or before the expiration date listed in the Customer notification.
3.1 Duration of Agreement: The agreement will be in effect for 365 days from purchase date. If Customer makes a late payment during the subsequent 365 days the effective date will not change. If payment is made more the 365 days after a lapse in coverage, Customer will have to make arears (all back payments) in order to bring agreement current before a new support agreement can made. If arrears are not paid, support can still be received on a per incident basis at the rate of $100 per incident. However, no Maintenance Updates or Software Version Release will be made.
4.0 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 here under except for taxes based upon Collectorpro’s net income.
5.0 TERMINATION: This Agreement may be terminated as follows:
5.1 Unauthorized Changes: If the Customer or any third party modifies any covered Software, Collectorpro may immediately terminate support for the modified Software by giving written notice of termination under this provision.
5.2 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 five (5) 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.
5.3 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.
5.4 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.
6.0 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. Customer agrees that the terms of the underlying license to the Software shall extend to any Maintenance Updates or documentation provided to Customer hereunder.
7.0 LIMITS TO LIABILITY:
7.1 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.
7.2 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.
7.3 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.
8.0 CONFIDENTIALITY: The Software and Maintenance Updates or documentation provided here under are the confidential and proprietary information of Collectorpro or the owner thereof. 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.
9.0 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.
10.1 The Customer shall not assign this Agreement or any obligations or rights here under 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.
10.2 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.
11.0 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.