THIS AGREEMENT GOVERNS THE PROVISION OF MAINTENANCE AND SUPPORT
SERVICES (WHICH WILL BE REFERRED TO IN THIS AGREEMENT AS THE
"SERVICE" OR "SERVICES") PROVIDED BY ISPRING TO CUSTOMERS.
ATTENTION: BY ACCEPTING THIS AGREEMENT, EITHER BY CONTACTING ISPRING FOR MAINTENANCE AND SUPPORT SERVICES THROUGH TELEPHONE, E-MAIL OR LIVE CHAT OR BY PURCHASING A SUPPORT PROGRAM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU ASSERT THAT YOU HAVE THE AUTHORITY TO BIND STATED ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO STATED ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT RECEIVE THESE SERVICES.
You may not receive the Services if You are a direct competitor of iSpring, except with prior
written consent on behalf of iSpring. In addition, You may not receive the Services for
purposes of evaluating or monitoring their quality or performance, or for any other
benchmarking or competitive purposes.
This Agreement is effective between You and iSpring as of the date of Your acceptance of this Agreement.
“Affiliate” shall mean, with respect to You, any person or entity which, directly or indirectly,
controls, is controlled by, or is under common control with, You; “control” (including, with
its correlative meanings, “controlled by” and “under common control with”) means
possession, directly or indirectly, of the power to direct or cause the direction of management
or policies (whether through ownership of securities or partnership or other ownership
interests, by contract or otherwise).
“Case” shall mean Your support request for the Services that relates to the Software, or to the Error caused by the Software.
“Case Identification Number” shall mean the identification and tracking number generated by iSpring and provided to You to allow registration and tracking of Your Case.
“Error(s)” shall mean one (1) or more reproducible deviations in the standard, unmodified Software from the applicable specifications shown in the documentation.
“Error Report(s)” shall mean the document to be created by iSpring Software each time an Error occurs in the Software.
“iSpring Software Services” shall mean the current versions of iSpring web services software programs contained on or available through iSpring Software Services, and other services related thereto, which You have been validly licensed to use including Maintenance Releases and website updates (the “Updates”). Your use of iSpring Software Services is subject to the terms of the relevant iSpring Web Services Subscription Agreement.
“Maintenance Release” shall mean a small software update that improves the functionality of the Software and does not contain any new significant features or enhancements. Maintenance Releases are represented by the number that goes after the second decimal point in the version number. For example, 9.1.1, 699.1.2 and 699.1.3 are maintenance releases of version 9.1.
“Major Upgrade” shall mean new subsequent releases of iSpring software which significantly enhances the Software with qualitative changes in functionality and usability and which bears a new first numeral such as 8.0 or 9.0.
“Minor Upgrade” shall mean a successor version of the Software which improves functionality or adds new features to the Software and bears a new second numeral such as 8.5 or 8.6.
“Object Code” shall mean the binary machine readable version of the Software.
“Optional Services” shall mean the maintenance and support services that You may elect to receive from iSpring pursuant to the provisions of Section 4 hereof.
“Services” shall mean the maintenance and support services to be provided under this Agreement.
“Software” shall mean a current version of iSpring products (“iSpring Converter Pro”, “iSpring QuizMaker”, “iSpring Suite”, “iSpring Suite DX”, “iSpring Cam Pro”, “iSpring TalkMaster”, “iSpring Flip”) which You have been validly licensed to use including, Maintenance Releases, and Minor and Major Upgrades. Your use of the Software is subject to the terms of the relevant software license agreement.
"Support Hours" means 24-hour, 7-day-a-week support hours.
"Support Request" means a request for Services submitted to iSpring by You in accordance with this Agreement. Support Requests shall be submitted via email ([email protected]) or telephone (1 800 640 0868).
“You” or “Your” shall mean the individual person who purchased, installed and is using the Software on his or her own behalf under the relevant software license agreement; or, if the Software is being purchased, downloaded or installed on behalf of an organization, such as an employer, “You” or “Your” shall mean the company or other legal entity for which the Software is downloaded or installed.
“Your Data” shall mean electronic data and information which makes possible duplication of the Error in the iSpring testing environment, submitted by or for You to the Services or collected and processed by or for You using the Services.
2.1 iSpring represents, warrants and covenants that: the Services will be performed by iSpring
in a professional manner in accordance with applicable industry standards;
2.2 It will comply with all applicable laws in providing the Services;
2.3 The performance of Services for You under this Agreement does not and will not violate any agreements or obligations iSpring may have to any other person or entity
3.1 iSpring shall provide You with the Services for the Software and iSpring Software
Services during the Support Hours throughout the trial period if the Software or iSpring
Software Services were provided to You on a trial or evaluation basis.
"Services" include the identification, diagnosis and correction of Errors by providing the
following services by help desk technicians sufficiently qualified and experienced to identify
and resolve Your Support Requests reporting the Errors: (a) e-mail assistance, providing
responses to You within 5 (five) business days; (b) telephone assistance responding incoming
calls without calls-back to You; (c) access to technical information provided either on
iSpring's website or delivered to You in writing by e-mail; error correction services, including
without limitation identifying defective code and to provide corrections, workarounds and/or
an object code patches to correct Errors, or a specific action plan as to how iSpring will address
the problem and an estimate of how long it will take to rectify the defect.
By rendering the Services, iSpring shall correct Errors in accordance to this Agreement, and,
particular, Exhibit A hereto.
3.2 Handling of Support Requests. All Support Requests shall be investigated and if the request relates to the Software, or to an Error caused by the Software, (a) a Case shall be opened, (b) a Case Identification Number shall be generated and provided to You by an iSpring support representative(s), and (c) the Case shall be resolved in accordance with standard iSpring procedures and processes. For Error Reports received by iSpring during iSpring's business hours, iSpring will use business reasonable commercial efforts to communicate with You about the Error via e-mail or online facilities available on the iSpring web site.
3.3 Support Requests outside standard Support Hours. All emails voicemails will receive a response via email within the next 5 (five) business days.
3.4 Limitation on the Services. Notwithstanding any other provisions in this Maintenance and Support Services Agreement, iSpring shall provide the Services only with respect to one (1) most recent Major Upgrade of the Software.
3.4.1 iSpring shall have no obligation to provide the Services for the Software except as set forth in this Agreement. iSpring shall not have any responsibility to develop subsequent components for the Software or additional processes for You, except as explicitly set forth herein.
3.4.2 Contacting iSpring for receiving Services, You agree to provide all necessary information to iSpring which makes it possible to duplicate the Error in the iSpring testing environment. In the case that You fail to provide necessary information to iSpring, iSpring has no obligations to provide the Services.
3.4.3 iSpring shall have no obligation to perform the Services in connection with the Errors resulting from hardware or software not supplied by iSpring. iSpring shall have no obligation to perform the Services unless the Services were purchased by You.
3.4.4 Unless otherwise authorized in writing by iSpring, iSpring will not be required to correct any Error caused by (a) incorporation or attachment of a feature, program, or device to the Software or any part thereof; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modification, or enhancement of the Software; (c) the failure to provide an installation environment recommended for the Software; (d) use of the Software for other than the specific purpose for which the Software is intended; (e) use of the Software on any systems other than the specified hardware platform for such Software; (f) if applicable, use of defective media or defective duplication of the Software; or (g) failure to incorporate any Software revision or patch previously released by iSpring which corrects such Error.
3.5 Maintenance and Support Services do not include: (a) development of custom computer programs, (b) repairs or service relating to any third party software or hardware.
3.6 Intellectual Property Rights. Title to all Error Corrections, Maintenance Releases and Minor and Major Upgrades shall remain solely and exclusively with iSpring. It is hereby acknowledged and agreed that the former shall be deemed to constitute the Software for purposes of the application of the software license agreement.
3.7. Scheduled Maintenance of iSpring Software Services. You acknowledge that certain scheduled maintenance activities regarding iSpring Software Services may be necessary or appropriate from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. In most instances, iSpring infrastructure is designed to support updates by iSpring engineering and support teams without the need to interrupt iSpring Software Services. Where such scheduled maintenance activities are not reasonably anticipated to materially impact Your use of iSpring Software Service, iSpring will have no obligation to provide notice to You regarding such maintenance activities, although iSpring generally does so, in the ordinary course, at least (24) twenty four hours in advance of the same. If iSpring reasonably determines that scheduled maintenance activities will require an unavailability or outage of iSpring Software Services in excess of ten (10) consecutive minutes, iSpring will give You advance notice of the same. iSpring will use commercially reasonable efforts to perform routine scheduled maintenance during nonbusiness hours.
3.8. iSpring undertakes, in its sole discretion, to adopt commercially reasonable measures in order to ensure that iSpring Software Services are available over the Internet around the clock, seven (7) days a week. iSpring shall be entitled to take measures that affect the aforementioned accessibility where iSpring deems such to be necessary for technical, maintenance, operational, or security reasons. You are aware and acknowledge that the Your access to the Internet cannot be guaranteed and that iSpring shall never be liable for deficiencies in Your own Internet connections or equipment.
4.1 You shall be entitled to purchase the Optional Services for the Software included in certain
Support Plans available at iSpring website http://www.ispringsolutions.com.
4.2 The Optional Services include maintenance and support services and may include additional services listed below for the Software, which are determined by iSpring at its sole discretion and published on iSpring website http://www.ispringsolutions.com. iSpring reserves the right to add or reduce the number of the Optional Services and to change the Optional Services for the Software at its sole discretion at any time with or without notice.
Case Analysis. iSpring shall provide Case Analysis to resolve difficult issues with the Software that require a thorough research of a specialist. Your Case shall be investigated by professional iSpring support engineers. For especially complex issues, iSpring developers and quality assurance engineers will be involved in working out a resolution.
After purchasing the Support Plan that includes Case Analysis, You will be contacted by an iSpring support representative concerning the details of the issue within one business day. Another way to submit Your case after purchasing the Support Plan with Case Analysis:
1. Log in to Your iSpring account;
2. Create a Case Identification Number;
3. Provide a detailed description of the issue;
4. Attach files required for researching the issue.
An iSpring support representative shall initiate the Case research process within one business
day. As soon as a reliable, quality solution is worked out, an iSpring support representative
shall provide You a problem description, possible resolution or workaround, and
recommendations or a bug fix.
Each Support Plan includes a certain number of Case Analyses. It is up to iSpring support representative(s) to determine if an issue was connected with an iSpring Software bug. If the issue was not caused by an iSpring Software bug, but by operating system or user error, the provided Case Analysis shall not be withheld from the amount of the Case Analyses remained before the expiration of the relevant Support Plan Term.
Dedicated Support Analyst. iSpring shall provide to You in writing, the name(s) of a dedicated telephone and email support analyst(s) within five (5) days after purchasing an Support Plan that includes a Dedicated Support Analyst. Such dedicated telephone and email support analyst(s) shall be available within the Support Hours.
New Feature Request Prioritization. iSpring help desk technician(s) shall pass Your feature requests to product development engineers. Any feature request shall be responded to by iSpring help desk technician(s) within seven (7) business days. It is up to iSpring to evaluate the feasibility of Your feature request and iSpring shall have no obligations to include Your feature request in any future iSpring software development plan.
Priority Email and Phone Response. All Your Support Requests will receive a response via e-mail or phone within 1 (one) business day.
Remote Assistance. The Services shall be provided in part by directing You to use certain diagnostic tools available in the Software. If this proves insufficient to resolve the support request, if You grant explicit permission, and if You establish and maintain the appropriate network configuration, iSpring personnel shall access the Software remotely and provide remote systems connection via a program chosen by You from the list suggested by iSpring personnel.
iSpring Remote Assistance implies close examination of Your system within the framework of the real-time screen sharing. During the Remote Assistance session, an iSpring support representative, based on his knowledge and experience, will work out the best way to eliminate the issue.
After You purchase the Support Plan that includes Remote Assistance:
1. An iSpring support representative shall contact You within one (1) business day;
2. The 1-hour Remote Assistance session shall be scheduled for the time most convenient for You;
3. iSpring shall provide You instructions about the Remote Assistance process and the required software;
4. An iSpring support representative shall remotely access and diagnose the origin of the issue on Your computer to eliminate the problem;
5. iSpring shall provide You free follow-up Remote Assistance if the issue isn’t eliminated during the 1-hour session;
6. The detailed Remote Assistance session report shall be provided.
During the secure Remote Assistance session, an iSpring support representative can
temporarily control Your mouse and keyboard. You shall maintain control over Your machine
and can either disconnect the session or take control from the technician at any time. iSpring
shall guarantee that your privacy and security will never be compromised during the session.
Each Support Plan includes a certain number of Remote Assistance sessions. It is up to iSpring
support representative(s) to determine if an issue was connected with an iSpring Software bug.
If the issue was not caused by an iSpring Software bug, but by an operating system or user
error, the provided Remote Assistance session shall not be withheld from the amount of the
Remote Assistance sessions remained before the expiration of the relevant Agreement Term.
Support. iSpring shall provide You expert level support via phone, email and live chat within the Support Hours to assist You with the operations and support of the Software, including training, support, and consultation to optimize the Software system and Your practices.
Unlimited Major and Minor Upgrades. iSpring shall provide, as soon as they are made available, to You all Major and Minor Upgrades within the term of Your relevant Support Plan Term.
4.3 iSpring reserves the right to add or reduce the number of the Optional Services at its sole discretion at any time with or without notice.
Any time incurred by iSpring in diagnosing or fixing problems that are not caused by the Software, or are not covered by this Agreement are billable to You at iSpring’s then-existing rates with a one-hour minimum per call.
6.1 Term of the Agreement. This Agreement commences on the date You purchased the
Software or iSpring Software Services under the relevant license agreement and continues
until the termination or expiration of a relevant subscription term or until You purchase a
Support Plan for the Optional Services (the “Term”).
6.2 Term of the Services. The term of the Services for the Software and iSpring Software Services provided to You on a trial or evaluation basis, shall become effective on the beginning of a trial period and continues until the expiration date of a trial period.
6.3 Term of the Optional Services. The term of the Optional Services shall become effective on the date You purchased a Support Plan with the Optional Services and continues for a one (1) year term (the “Initial Term”). The Initial Term may be renewed for additional periods equal to the Initial Term (The “Renewal Term”) upon Your written notice to iSpring at least 30 days before the end of the relevant prior term. The per unit pricing during any Renewal Term will be the same as that during the immediate prior term, provided that iSpring reserves the right to change the per unit pricing for a Support Plan with the Optional Services for a Renewal Term at its sole discretion at any time with or without notice. The per unit pricing for a Support Plan with the Optional Services is available at http://www.ispringsolutions.com.
6.4 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
6.5. Surviving Provisions. The Sections 1, 2 and 7 will survive any termination or expiration of this Agreement.
7.1. During the term of the Services under Sections 6.2.1 and 6.2.2 iSpring shall not charge You
for the Services set forth in Sections 3 of this Agreement, provided that iSpring reserves the
right to charge You additional fees at its then-standard rates for additional services requested
by You other than set forth in Sections 3 and for services performed in connection with
reported Errors which are later determined to have been due to hardware or software not
supplied by iSpring.
7.2 Fees and Payment. iSpring offers the Optional Services set forth in Section 4 of this Agreement included in certain Support Plans for annual fees (the “Fees”) which you shall pay to iSpring by authorized credit card or, if agreed to by iSpring, by another method of payment. iSpring reserves the right to change the Fees or applicable charges and to institute new charges at any time with or without notice.
7.3 Change of the Optional Services. A change of the Optional Services can be an upgrade to Your current Support Plan. An upgrade is when You add the Optional Services to Your purchased Support Plan with equal or greater annually charge.
7.4 Except as otherwise specified in this Agreement, (i) fees are based on the Optional Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Agreement Term.
7.5 Taxes. All disbursements, prices and fees payable to iSpring hereunder are exclusive of all federal, state, municipal, or other government, excise, sales, use, occupational, or similar taxes now in force or enacted in the future, with the sole exception of iSpring’s income taxes, You shall cover all fees and processing expenses for charge backs, frauds, and refunds. Notwithstanding anything to the contrary herein, You shall be solely responsible for any value added taxes collections, payments and related registrations arising in any way out of or relating to this Agreement. If a certificate of exemption or similar document or proceeding is to be made in order to exempt the sale from sales or use tax liability, you will obtain and provide iSpring with such certificate, document or proceeding. If iSpring has the legal obligation to pay or collect Taxes for which You are responsible under this Section 7.5, iSpring will invoice You and You will pay that amount unless You provide iSpring with a valid tax exemption certificate authorized by the appropriate taxing authority. To further clarify, iSpring is solely responsible for taxes assessable against iSpring based on iSpring’s income, property and employees.
During the term of the Agreement, iSpring support help desk technician(s) shall contact You and/or a person authorized and identified by You. Such person identified shall have the authority to authorize an investigation of the Software problems and have knowledge of the rules of engagement for maintenance and support. You shall provide iSpring support representative(s) with the name and e-mail of Your authorized contact person, provided that said contact person’s name and e-mail be revised by You at any time as long as iSpring is informed in writing. For concurrent or multi-seat software licenses purchased, the number of contact persons who are eligible to receive the Services, shall not exceed one (1) authorized contact person per license. To increase the number of Your authorized contact persons, you may purchase Support Plan choosing from iSpring Support Plans on iSpring website http://www.ispringsolutions.com. For more information please contact iSpring at https://www.ispringsolutions.com/contact-sales.html
You hereby agree to indemnify and hold harmless iSpring, its Affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of Your breach of this Agreement and any third party claims arising from Your Data.
10.1. Definition of Confidential Information. “Confidential Information” means all
information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”),
whether orally or in writing, that is designated as confidential or that reasonably should be
understood to be confidential given the nature of the information and the circumstances of
disclosure. Your Confidential Information includes Your Data; iSpring Confidential
Information includes the Services; and Confidential Information of each party includes the
terms and conditions of this Agreement and pricing, as well as business and marketing plans,
technology and technical information, product plans and designs, and business processes
disclosed by designated party. However, Confidential Information does not include any
information that (i) is or becomes generally known to the public without breach of any
obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its
disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing
Party, (iii) is received from a third party without breach of any obligation owed to the
Disclosing Party, or (iv) was independently developed by the Receiving Party.
10.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for such affiliate’s, legal counsel’s or accountant’s compliance with this Section 10.2.
11.1 In no event shall iSpring be liable for any special, indirect, incidental, punitive, or
consequential damages, including loss of profits arising from or related to the breach of this
Agreement, even if iSpring had been advised of the possibility of such damages.
11.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN THE EVENT ANY REMEDY FAILS ITS ESSENTIAL PURPOSE, ISPRING’S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT ACTUALLY RECEIVED BY ISPRING PURSUANT TO THIS AGREEMENT.
11.3 THE SERVICES ARE PROVIDED “AS IS” AND EXCEPT AS SET FORTH IN SECTION 2.2, ISPRING MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE OR THE SERVICES OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR USE BY CUSTOMER. ISPRING FURNISHES THE WARRANTIES IN SECTION 2.2 IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11.4 No action, regardless of form, arising under this Agreement, may be brought more than one year after the cause of action has arisen, except that an action for nonpayment may be brought within two (2) years after the date of the most recent payment.
All work performed by iSpring in connection with the Software and/or the Services described in this Agreement shall be performed by iSpring as an independent contractor and not as Your agent or employee. All persons furnished by iSpring shall be for all purposes solely iSpring’s employees or agents and shall not be deemed to be Your employees for any purpose whatsoever. iSpring shall furnish, employ, and have exclusive control of all persons to be engaged in performing maintenance services under this Agreement and shall prescribe and control the means and methods of performing such maintenance services by providing adequate and proper supervision. iSpring shall be solely responsible for compliance with all rules, laws, and regulations relating to employment of labor, hours of labor, working conditions, payment of wages, and payment of taxes, such as employment, social security, and other payroll taxes including applicable contributions from such persons when required by law.
13.1 Force Majeure. Except for the obligation to make payments, nonperformance of either
party shall be excused to the extent the performance is rendered impossible by strike, fire,
flood, governmental acts or orders or restrictions, failure of suppliers.
13.2 Assignment. This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party, provided, however, that iSpring shall have the right to assign this Agreement to its Affiliates without Your prior consent by giving notification to You. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
13.3 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after being sent by confirmed facsimile, or (iv) the first business day after being sent by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
13.5 Amendments. This Agreement may be amended by iSpring at any time by providing the new terms and conditions for You to accept when You next log in to the website. iSpring reserves the right to make changes or updates with respect to or in the Services or the Support Plans at any time without notice.
You also understand and agree that the Services may include certain communications from iSpring including service announcements, administrative messages, and product updates and that these communications are considered part of your registration, and you will not be able to opt out of receiving them.
13.6 Export Regulations. The parties acknowledge that the Services and all related technical information, documents, and materials may be subject to export controls under U.S. Export Administration Regulations and, to the extent applicable, the parties shall (a) comply with all requirements set forth in such regulations, and (b) cooperate fully with each other in any official
or unofficial audit or inspection that relates to such export requirements.
13.7 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia without reference to conflicts of law rules and principles. To the extent permitted by law, the provisions of this Agreement shall supersede any provisions of the Uniform Commercial Code as adopted or made applicable to any products described herein in any competent jurisdiction. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Products, the application of which is expressly excluded.
13.8 Severability. If this Agreement or any provision thereof is, or the transactions contemplated hereby are, found by a court of competent jurisdiction to be invalid, void, unenforceable for any reason or inconsistent or contrary to any valid applicable laws or official orders, rules and regulations, in whole or in part, the inconsistent or contrary provision of this Agreement shall be null and void and such laws, orders, rules and regulations shall control and, as so modified, this Agreement shall continue in full force and effect and the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law; provided, however, that nothing herein contained shall be construed as a waiver of any right to question or contest any such law, order, rule or regulation in any forum having jurisdiction.
13.9 No Waiver. No provision of the Agreement will be considered waived unless such waiver is in writing and signed by the party that benefits from the enforcement of such provision. No waiver of any provision in the Agreement, however, will be deemed a waiver of a subsequent breach of such a provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of the Agreement will not in any way affect, limit, or waive a Party’s rights under the Agreement at any time to enforce strict compliance thereafter with every term and condition of the Agreement.
13.10 No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties and, except as otherwise provided herein, no other person will have any right, interest, or claim under this Agreement.
13.11 Entire Agreement. With the exception of prior Non-Disclosure Agreements, if any, the Agreement, together with the exhibits, attachments and appendices hereto, constitutes the entire agreement and understanding between the parties or any of their Affiliates with respect to its subject matters and supersedes all prior agreements, understandings and representations, written or oral, to the extent they relate in any way to the subject matter of the Agreement.
Error Levels and Resolution.
All Errors reported by You to iSpring shall be assigned a Priority Level. iSpring shall classify or reclassify, as applicable, all Errors as Critical, High, Medium or Low pursuant to the definitions set forth in this Exhibit A
|Critical/P1||The problem is critical, there is no workaround is found on the client side.||The problem is solved, or the workaround is provided to bring the priority down to P2 level. The time estimate for the full resolution is provided.|
|High/P2||The problem causes a degradation of service main functionalities; the problem is critical, but has a workaround available, the functionality is not essential for the service||The problem is well analysed and either solved, or provided with the time estimate for the full resolution. The client is provided with the up-to-date information by vendor.|
|Medium/P3||The problem causes minor loss or degradation of services, the problem is important, but has a workaround; the functionality is not important, but causes an inconvenience||The problem is well analysed and either solved, or provided with the time estimate for the full resolution. The client is provided with the up-to-date information by vendor.|
|Low/P4||The new feature request||The request is well analyzed and then the time and cost estimate for the implementation is provided. Otherwise, if there is a decision to include the functionality into the main branch, the time estimate is provided as well.|
To adhere to the above Priority Levels, You shall report the Error to iSpring support team
adding iSpring personal manager in a copy. You shall provide the detailed description of the
Error with screenshots/samples. In case the Error is Medium/Low, You shall describe the
consequences to the business.
Based on Error’s Priority Level, iSpring shall correct such Error within the time set forth below:
|Priority||Priority Description||Initial Response||Communication Schedule||Planned Resolution|
|P1||Critical||1 business day||Individually||As soon as possible – within 72 hours|
|P2||High||1 business day||Once in a day||Within 120 hours|
|P3||Medium||1 business day||Once in a day||Within 120 hours|
|P4||Low||1 business day||Individually||Individually|
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