Knozall Software, Inc. Software Maintenance Agreement Example
This Agreement is made by and between Knozall Software, Inc., 9386 N Linnet Road, Casa Grande, AZ 85222-7172, USA (hereinafter referred to as "KSI"), and purchaser of the KSI Annual Maintenance Service, __________ (hereinafter referred to as "Customer").
KSI has developed and sold to Customer the Software Product specifically identified in Paragraph 13; and KSI has further developed an Annual Maintenance Service in support of the Software Product and, Customer desires to purchase said Annual Maintenance Service for the Software Product identified in Paragraph 13; for the amount of $______dollars, and in consideration of the mutual covenants of the parties hereto, it is agreed as follows:
1. DEFINED TERMS
"Annual Maintenance Period": The time period during which Customer is eligible to receive Annual Maintenance for the Software Product identified in Paragraph 13, which shall be either one (1) year from shipment of an eligible Software Product from KSI when the Annual Maintenance is ordered at the same time as the Software Product or one (1) year from placement of a purchase order with KSI for Annual Maintenance when the Annual Maintenance is ordered after shipment of an eligible Software Product from KSI.
2. SCOPE OF WORK
Pursuant solely to the prices, terms, and conditions specified herein, KSI hereby agrees to provide Customer with access to the Annual Maintenance Services listed below for the Software Product identified in Paragraph 13.
Determination of a Customer's eligibility to receive the Annual Maintenance Services listed below shall be made by the KSI Customer Service Department upon Customer's presentation to KSI at the time services are requested of the serial number for the Software Product for which the Annual Maintenance service is being requested. This number can be found on the KSI Software Product.
Software Product Updates
Electronic Access to Annual Maintenance
3. SOFTWARE LICENSE
Use of the Software Product for which Annual Maintenance is ordered is subject to the terms and conditions of the KSI shrink-wrapped Software Licensing Agreement provided with the software as originally shipped from KSI. Any Updates, or modifications received by Customer via the services described herein shall also be subject to the terms and conditions of the Software Licensing Agreement originally provided with the Software Product.
4. EXCLUDED SERVICES
The maintenance service to be provided by KSI under this Agreement shall not include maintenance necessary due to failure of a Software Product not supplied by KSI or not covered under this Agreement. Services provided by KSI that are outside the scope of and/or specifically excluded by this Agreement shall be invoiced by KSI at a rate determined by KSI based on the nature of the service(s).
5. TERM AND TERMINATION
The term of the Annual Maintenance Period shall be as defined in Paragraph 1. At or near the time at which the Annual Maintenance Period shall expire, the Customer will be granted the opportunity to extend the services for that Product for an additional year subject to the applicable Annual Maintenance rate for that particular Software Product in the then-current KSI Products Price List. KSI reserves the right to unilaterally and immediately terminate this Agreement in the event Customer fails to adhere to its terms and conditions. In addition, KSI reserves the right to discontinue Annual Maintenance with respect to a particular Software Product at the time of renewal of the Annual Maintenance Agreement.
6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
OUTSIDE OF THOSE EXPRESSLY WRITTEN HEREIN, KSI HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SERVICES PROVIDED HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF KSI FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE AND ANNUAL MAINTENANCE SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, REVENUE, PROFIT, OR DATA.
KSI shall not be liable for any delay in the provision of the services described herein due to any cause beyond its control. Such causes include, but are not limited to, strike, acts of God, lot failure, acts of the Customer, etc. In the event KSI is unable wholly or partially to perform its obligations pursuant to this Agreement because of any cause beyond its control, KSI may terminate this Agreement without liability to Customer.
8. GOVERNING LAW AND DISPUTES
This Agreement shall be construed and enforced in accordance with the laws of the State of Arizona, U.S.A.
Any dispute, controversy, claim, or difference arising out of, or in connection with, or resulting from this Agreement, its application or interpretation, or a breach thereof, which cannot be settled amicably by the parties, shall be resolved definitively and exclusively by court proceedings in the state of Arizona, U.S.A. and Customer agrees to submit, and by execution of this Agreement does submit, to the jurisdiction of the courts of Arizona, U.S.A.
9. LEGAL EXPENSE
In the event legal action is taken by either party to enforce this Agreement, all costs and expenses, including reasonable attorney's fees, incurred by the prevailing party in exercising any of its rights or remedies hereunder, or in enforcing any terms or provision hereof, shall be paid by the other party.
10. ENTIRETY OF AGREEMENT
This Agreement contains the entire agreement between the parties with respect to the services provided hereunder and supersedes any other prior or contemporaneous contracts, proposals, representations, or communications, oral or written, with respect to the subject matter of this Agreement. The terms and conditions of this Agreement shall supersede those set forth in Customer's purchase order.
The waiver by either party of any of its rights or remedies or of any breach by the other party under this Agreement in a particular instance shall not be considered as a waiver of any other or the same or different rights, remedies, or breaches in other or subsequent instances.
This Agreement and all rights granted hereunder are assignable to a third party pending its agreement thereto and only in the event that the particular Software Product identified in Paragraph 13 is sold by Customer to said third party in accordance with the provisions governing such resale contained in the Software Licensing Agreement under which the Software Product was sold by KSI to Customer.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN NEITHER PARTY HERETO SHALL, IN ANY EVENT, BE LIABLE TO THE OTHER PARTY HERETO FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THIS AGREEMENT.
13. SOFTWARE PRODUCT IDENTIFICATION
Product Serial Number:
Knozall Software, Inc.
Date: Maintenance Serial #