Effective as of the date of purchase, Source III, Inc. and Customer agree as follows:
- TERM. This agreement shall commence on the effective date and shall have a term of one year. After expiration of the initial term, this agreement shall terminate unless a new ORDER is issued by Customer and accepted by Source III to continue the agreement for an additional year.
- ORDER. To request maintenance and technical support services under this agreement, Customer shall submit to Source III a written purchase order specifying the products to be maintained, the location and computers on which the products run, the user to whom updates should be sent (email address preferred), and the total annual charges. Maintenance and technical support orders shall be submitted with a minimum one year term and shall be subject to acceptance by Source III.
MAINTENANCE AND TECHNICAL SUPPORT SERVICES.
3.1 Source III will provide software maintenance, technical support and upgrade services on the licensed software. Maintenance services include telephone "hotline" technical support and providing automatic updates of new releases. Upon receiving a bug or problem report from a customer, Source III will provide technical advice, workarounds or, where appropriate, ship modified software to the customer to correct the problem. As long as the license is covered by an active maintenance and technical support contract, there is no charge to move the node-locked license to a new node. Source III requires only that it be provided with a written request, stating the old hostid, the new hostid and the assurance the software will not be run on the old host after it is installed on the new machine. Source III's obligations under this agreement shall be to use its best efforts to correct any software errors or to provide workaround solutions, including software fixes, as deemed appropriate by Source III.
3.2 Customer shall be notified when new software releases and updates are available for downloading from Source III's web site, to the extent that such releases and updates apply to software covered by this agreement. Source III software maintenance and technical support obligations shall apply only to the latest Source III software release and the one prior release. Customer shall treat all software updates and releases supplied hereunder in the same manner as agreed upon in the applicable Source III license agreement covering the original copy of software provided by Source III to Customer.
- MAINTENANCE AND TECHNICAL SUPPORT CHARGES. The initial purchase price of all Source III software products includes 12 months of Software Maintenance services as described in Sections 3.1 and 3.2. Upon renewal of this Agreement under Sections 1 and 2 above, Customer shall pay to Source III a maintenance charge of 20% of the current purchase price of the software product per year.
- PAYMENT. Maintenance and technical support charges shall be payable in United States dollars on an annual basis. The charge will be due and payable within 30 days of the date on which the maintenance and technical support services are scheduled to commence.
- TAXES. Customer shall pay any federal, state, or local taxes, or other assessments, however designated, exclusive of taxes on Source III net income, arising from or based upon this agreement or upon the maintenance and technical support charges payable under this agreement.
- ASSIGNMENT. Source III may assign all or any part of its duties under this agreement. Source III will notify Customer of any such assignment, including new contacts for continued maintenance and technical support. However, no assignment by Source III shall relieve Source III of its obligations under this agreement. Customer may not assign this agreement or performance under it, in whole or in part, without the prior written consent of Source III.
- LIMITED WARRANTY. IN CONNECTION WITH SERVICES RENDERED AND COMPUTER SOFTWARE SUPPLIED UNDER THIS AGREEMENT, SOURCE III MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY.
9.1 Entire Agreement; Amendment. This document contains the entire agreement between the parties relating to the subject matter contained herein and supersedes all proposals or other communications between the parties. Any terms or conditions on Customer's purchase orders which add to or differ from the terms and conditions of this agreement shall have no effect unless specifically accepted and agreed to in writing by an authorized representative of Source III.
9.2 Controlling Law. This agreement and all transactions under it shall be governed by the laws (excluding choice of law rules) of the State of California. Any legal action arising out of this agreement shall be prosecuted in California.
9.3 Waiver. No term of this Agreement shall be considered waived, and no breach excused, by either party unless made in writing by the other party. No consent, waiver, or excuse by either party, whether express or implied, shall constitute a subsequent consent, waiver or excuse.
Should you have any questions concerning this Agreement, please contact in writing:
Source III, Inc.
2103 Harrison Avenue NW
Olympia, WA 98502