Annexure A software maintenance terms & conditions v2.3 - Cloud

Author-it Agreements

Note: Maintenance is optional. The Software Maintenance Terms and Conditions below apply only if the Licensee has purchased Maintenance Services.

20.

Definitions

20.1

"Bug" means a minor fault in the Software that prevents the Software from performing according to the Software’s Documentation. A lack of a specific function shall not be deemed a Bug if the Software was not designed to perform that function. One user may experience a Bug. Nonetheless, if the Bug does not affect many users of the Software, Author-it may not develop a Bug fix.

20.2

"Maintenance Fees" means Author-it’s annual charge to provide the Maintenance Services. The Maintenance Fees are subject to change pursuant to clause 23.1 below.

20.3

"Maintenance Period" means the period in respect to which the Licensee has agreed to pay the Maintenance Fees and is thereby entitled to receive the Maintenance Services. The initial Maintenance Period shall commence on the Start Date.

20.4

"Maintenance Services" means the maintenance services described in clause 21.

20.5

"New Release" means a Software release, generally applicable to all users, which (a) adds new functionality, (b) improves performance, (c) fixes Bugs, (d) removes incompatibilities, (e) enhances stability or (f) remedies technical faults. For the avoidance of doubt, a new module or "Plug-In" shall not be deemed a New Release.

20.6

"Online Help Desk" means Author-it’s client web site (currently http://community.Author-it.com/) for initiating a support request, uploading problematic files and otherwise communicating with Author-it in respect to all support and maintenance issues.

20.7

"Software" means the specific items and modules of Author-it software for which the Licensee has paid the Maintenance Fees. "Software" includes any New Releases, upgrades and updates for which the Licensee has paid the applicable Maintenance Fees.

20.8

"Start Date" means the first date upon which the Licensee has access to any module comprising the Software, unless the parties agree, in writing, upon a different Start Date.

20.9

All other defined terms shall have the same meaning as in the License.

21.

The Maintenance Services

21.1

The Maintenance Services are all web based. Author-it cannot maintain its service levels unless all licensees log their support requests through the Online Help Desk and follow the logging procedures. The Maintenance Services do not include telephone support but telephone support is available to the Licensee at Author-it’s standard rates and charges.

21.2

The Licensee shall use the Online Help Desk to initiate a support request, to upload problematic files and to communicate with Author-it in respect to all support and maintenance issues.

21.3

The Licensee shall only receive New Releases during the Maintenance Period. New Releases will be available as a download from the Author-it client website. The Licensee shall receive notification of New Releases by e-mail.

21.4

The Licensee shall receive unlimited technical support via the Online Help Desk. Author-it shall use its reasonable efforts to respond to all support requests within 48 hours (excluding weekends and public holidays). If Author-it is able to do so, it shall resolve the technical issue in such response. Otherwise, Author-it shall use its reasonable efforts to resolve the technical issue in a timely fashion commensurate with the urgency of the Licensee’s request and the nature of the problem.

21.5

Author-it offers the Online Help Desk to assist the Licensee in identifying and resolving technical issues and problems with the Software. The Licensee shall not use the Online Help Desk to learn how to use the Software or as a substitute for training.

21.6

The Licensee shall not use the Online Help Desk for support in customizing the Software for its specific requirements. While Author-it will explain in general terms how the Software can be customized, Author-it will not support the Licensee in meeting its specific customization requirements. The Maintenance Services do not include customization support, but customization support is available to the Licensee at Author-it’s standard rates and charges, plus travel and accommodation expenses.

21.7

Author-it shall not provide support for third party software, such as Internet Explorer, Microsoft Word or HTML customization, nor shall Author-it support macros and templates that Author-it may create for the Licensee with Microsoft Word.

21.8

Author-it shall not be obliged to support the Licensee’s use of Software features for purposes for which such features were not designed, or to fix any consequential problems caused thereby.

21.9

Author-it shall not provide support in circumstances where the Licensee has misused the Software and caused serious damage to the Licensee’s database and file structure. Support for rebuilding or restoring a database is available to the Licensee at Author-it’s standard rates and charges, plus travel and accommodation expenses. If, whether during or after providing support to the Licensee, Author-it discovers that the Licensee misused the Software or caused serious damage to the Licensee’s database and file structure, thereby necessitating such support, Author-it reserves the right to charge the Licensee for the cost of providing such support and associated rectification work.

21.10

Author-it shall use its reasonable efforts to correct any faults, errors or Bugs notified by the Licensee. Author-it may suggest to the Licensee a work-around until Author-it prepares a New Release that corrects the fault. The Licensee acknowledges that Author-it is not obligated to develop a New Release for the Licensee’s specific fault. Author-it shall only fix Bugs in the current version of the Software with the latest New Release installed.

21.11

The Licensee may present Author-it with suggestions or requests for enhancements or modifications the Licensee would like included in new versions. Final decision on implementation of these requests will remain at the discretion of Author-it. Author-it shall own any intellectual property relating to an enhancement or modification suggested or requested by the Licensee.

22.

Conditions and Exclusions

22.1

Author-it is not obligated to provide any other services except for the Maintenance Services. Author-it may provide other services such as consulting, importing, implementation services and training. The Maintenance Fees do not cover the cost of such other services. Upon the Licensee’s request, Author-it shall perform such other services at its standard rates and charges, plus travel and accommodation expenses.

22.2

Author-it shall only provide the Maintenance Services via the Online Help Desk although it shall notify the Licensee by email when New Releases are available for downloading. Upon the Licensee’s request, Author-it shall provide telephone support or on-site support at its standard rates and charges, plus travel and accommodation expenses.

22.3

Author-it has an iterative Software development program. For that reason, Author-it shall only support the current version of the Software and such prior versions of the Software as Author-it may elect to support, in its sole and absolute discretion.

22.4

The Licensee shall initiate a request for support by logging the request with the Online Helpdesk. The Licensee shall provide Author-it with complete information in respect to any such request. Author-it shall not be required to provide Maintenance Services, or Author-it may stop providing Maintenance Services already commenced, if Author-it reasonably deems the information provided by the Licensee to be incomplete.

22.5

The Licensee shall grant Author-it reasonable access to the Licensee’s database, templates, hardware configurations and such other files as Author-it may reasonably require for the purpose of providing the Maintenance Services. Author-it shall use its reasonable efforts to protect the confidentiality of the Licensee’s information and will execute a non-disclosure agreement if so requested by the Licensee.

22.6

Author-it may adopt such other procedures as Author-it deems necessary and appropriate to provide efficient and effective Maintenance Services. These may include satisfaction surveys, fault notification procedures and the maintenance of fault logs. The Licensee agrees to follow any such procedures.

22.7

The Licensee is responsible for installing New Releases. Upon the Licensee’s request, Author-it shall perform this service at its standard rates and charges, plus travel and accommodation expenses.

22.8

Author-it is not responsible for faults caused by third party software nor shall Author-it be required to provide any Maintenance Services in respect to third party software. Author-it is not responsible for software and hardware incompatibilities.

22.9

Author-it has a robust Software development program designed to maintain the technical superiority of the Software for its clients. However, Author-it does not commit itself to any specific New Release schedule or that it will issue a major upgrade of the Software during the Maintenance Period.

22.10

Pursuant to its Software development program, Author-it tries to develop functions, features, fixes and updates that will generally benefit its users. However, Author-it does not warrant that the new functions, features, fixes and updates incorporated within any New Release will be of specific benefit to the Licensee.

22.11

The Maintenance Services do not include support in respect to errors caused by: (a) the operation of the Software by the Licensee incorrectly or in a manner other than expressly authorized by Author-it in its Software documentation, (b) the failure of the Licensee to provide suitably qualified and adequately trained staff for the operation of the Software, (c) a fault in the hardware in which the Software has been installed or (d) a modification, revision, variation, translation or alteration of the Software not authorized by Author-it.

22.12

Author-it shall not be responsible for any failure or delay in providing the Maintenance Services due to circumstances beyond its reasonable control.

22.13

The terms of the License are incorporated herein. The Licensee’s right to receive the Maintenance Services is expressly conditional upon its compliance with the License.

23.

Maintenance Fees

23.1

Author-it shall specify the initial Maintenance Fees in its proposal to the Licensee. The initial Maintenance Fees shall apply for the duration of the initial Maintenance Period. Thereafter, Author-it may change the Maintenance Fees with effect from the commencement of the next Maintenance Period.

23.2

Where the Maintenance Fees are expressed as percentages of the license fees for the Software, such percentages shall be applied to the then current list price at the commencement of the relevant Maintenance Period for the latest version of the Software.

23.3

The Licensee may not pay Maintenance Fees for only part of the Software licensed from Author-it or for only a specific number of Software licenses. The Licensee must pay Maintenance Fees for all Software licensed, including all modules thereof. The Licensee must also pay Maintenance Fees on the value of any customizations that Author-it performed for the Licensee as part of the implementation services since Author-it will be required to maintain compatibility of those customizations with future New Releases.

23.4

The Licensee shall pay the Maintenance Fees annually in advance. Author-it shall invoice the Licensee for the Maintenance Fees. The Licensee shall pay such invoice within 30 days of the date of invoice. Maintenance Fees are not refundable.

23.5

If during the Maintenance Period, the Licensee orders additional Software licenses, or increases the number of licensed users, Author-it shall invoice the Licensee for the additional Maintenance Fees applicable thereto, prorated to the end of the Maintenance Period. If within 90 days before the end of a Maintenance Period, the Licensee orders additional Software licenses, or increases the number of licensed users, the Licensee must renew the maintenance on all Software licenses. In such event, the Licensee shall pay the applicable Maintenance Fees for all Software licenses in respect to the year following the expiration of the then current Maintenance Period and such prorated portion of Maintenance Fees for the additional Software licenses or licensed users to the end of the then current Maintenance Period.

23.6

If the Licensee does not pay the Maintenance Fees by the due date thereof, the Licensee will not be able to avail itself of the Maintenance Services.

23.7

The Licensee may not reduce the number of Software licenses during a Maintenance Period, except with the prior written consent of Author-it who may withhold its consent in its sole and absolute discretion.

24.

Term

24.1

The initial Maintenance Period is subject to automatic renewal on a year-to-year basis. Either party may give notice of its intention not to renew at least 90 days before the end of the initial Maintenance Period or 90 days before the anniversary date of any renewal Maintenance Period. If neither party gives such notice, the Maintenance Period shall automatically renew on a year-to-year basis until either party gives such notice at least 90 days before the anniversary date of any renewal Maintenance Period.

24.2

At the end of the final Maintenance Period, all Maintenance Services shall cease. The Licensee will not be able to download New Releases from the Author-it client website even if Author-it issues a major New Release shortly thereafter.

25.

Assignment

25.1

To provide efficient and effective Maintenance Services, Author-it may assign its obligations to provide Maintenance Services or sub-contract some or all of its obligations hereunder.

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