July 13, 2017
This support and maintenance contract (hereinafter referred to as the “Contract”) is an implicit contract by and between IoTize SAS (hereinafter referred to as IoTize) and the purchaser of an IoTize product (hereinafter referred to as “Customer”). The Contract applies to all IoTize and Raisonance brand products which have been purchased from IoTize or an authorized distributor.
1 COVERAGE SUMMARY
All products benefit from a twelve (12) month support and maintenance service covering:
- Access to direct e-mail and telephone support during the period of coverage
- Access to any relevant software updates during the period of coverage
- Repair of physical defects or malfunctions to the IoTize or Raisonance brand products, where as that defect or malfunction is the result of design or manufacturing errors, or is incurred under normal use conditions (see relevant user manuals) during the period of coverage
Details and conditions of this coverage are further described in the following sections of the Contract.
2 PERIOD OF PERFORMANCE
The Contract is engaged implicitly between IoTize and the Customer for a period of twelve (12) months after the first delivery of the product. The Contract terminates implicitly and without obligation to prior notification at the end of the twelve (12) month period of initial coverage.
The Contract may be extended by the Customer for a minimum period of twelve (12) months, unless otherwise accorded by IoTize. Upon request by the customer, IoTize informs the Customer by price Quotation of the cost of the contract extension and the minimum period of extension. The Customer must provide IoTize a purchase order for the quoted Contract extension as notification of the intention to continue support and maintenance coverage. If Customer fails to provide a purchase order prior to the termination date of the active Contract, the Contract terminates implicitly at that date.
3 SUPPORT AND MAINTENANCE SERVICES
This Contract entitles the Customer to obtain technical assistance (Hereinafter referred to as “Support”) from IoTize by email or telephone. Support means answers to questions relative to the problems encountered during the use of the product by the Customer. Support excludes configuration of or resolution of problems related to any software, hardware or other products that are not IoTize products. It also excludes training and consulting services, and thus excludes, if applicable, questions relative to any modifications of IoTize Software or Material that are made by the Customer.
Support is initiated when Customer notifies IoTize support engineers through the support web site support.iotize.com. The user must provide all information that will enable IoTize to provide an appropriate and timely response. This information may include but is not limited to:
- The serial number (unique identifier for a tool or software license)
- Software and/or firmware versions of IoTize tools
- Descriptions of other software or material that is being used in complement whether provided by IoTize or another party
- Description of the problem for which the Customer seeks support
IoTize determines whether support is provided by email or telephone.
IoTize makes no promises, guarantees or assurances of any kind that it will be able to provide the support services that the Customer seeks. IoTize engages to do its best within the scope of the functionality of the Raisonance brand products to satisfy the Customer, whether that implies providing physical repairs, software fixes or workarounds to a problem.
3.1.1 Support Response Time
IoTize provides a response to acknowledge the Customer request within two (2) business days. Direct telephone and e-mail support is provided during open business hours 8:30AM-5:30PM Central European Time, Monday through Friday, excepting French national holidays and bank holidays.
This Contract entitles the Customer to obtain repair services (Hereinafter referred to as “Maintenance”) from IoTize. Maintenance means IoTize will make available to the Customer and as appropriate:
- Repair of physical defects or malfunctions to the IoTize or Raisonance brand products, where as that defect or malfunction is the result of design or manufacturing errors, or is incurred under normal use conditions (see relevant user manuals) during the period of coverage.
- Releases, updates, patches, and/or enhancements to IoTize software
For Material Maintenance, after receiving a Customer's support request, IoTize support notifies the Customer of the authorization to send Material to IoTize for testing, repair or replacement. IoTize has no obligation to test, repair or ship any Material that is returned to IoTize without first being authorized by IoTize support. Transportation costs for any Material shipped to IoTize without authorization by IoTize support are paid by the Customer. The authorization to return Material to IoTize is in no manner an acknowledgement of any defect.
For an authorized return of a Material, IoTize tests the Material and notifies the Customer of any repairs or replacement required to return the Material to its functional state. Damage due to inappropriate use of the Material may be charged to the Customer. IoTize reserves the right to correct or repair any defect by replacement of the defective product by a like product.
For physical maintenance, the Customer is responsible for packaging and sending all of the Material (including platforms and accessories) requested for testing by IoTize support to the address indicated in the Maintenance authorization.
In the case of software and firmware evolutions, the Customer is responsible for obtaining and installing any Software releases, updates, upgrades, patches or enhancements that are made available during the term of the Contract and made available via the Raisonance customer support web site.
3.2.1 Maintenance Response Times
IoTize provides Material Maintenance by replacement within five (5) business days of an acknowledgement for repair by IoTize support.
4 AUTHORIZED USE OF SUPPORT
Any person using the Customer’s IoTize or Raisonance brand Material or Software covered by the Contract may seek Support. The Customer is responsible for all persons who seek Support pursuant to this Contract. IoTize shall have no responsibility for any unauthorized use of Support.
5 TERMINATION FOR CAUSE
Either party may terminate this Contract in the following cases:
(1) Customer may provide at any time a thirty (30) day written notice of intent to remove any individual Software product(s) from coverage under the Contract. Support and maintenance may not be terminated for individual Software licenses that have been installed in multiple instances by the Customer. Termination of this Contract does not relieve the Customer of the obligation to pay for the full term of the Contract.
(2) IoTize may provide at any time a thirty (30) day written notice of its intent to terminate the Contract for any individual platform or software.
There shall be no refunds or credits for any unused Support and Maintenance or other unused services upon the termination of the Contract for any reason or at any other time. In the event that the Customer fails to pay IoTize pursuant to this Contract, IoTize’ obligation to provide Support and Maintenance shall be suspended until reception of full payment for all fees, including late fees and interest that are due to IoTize.
7 NO TRANSFER
Any reuse, transfer, assignment, or distribution of Support without the prior written permission of IoTize is prohibited. Any attempt to transfer, assign, or redistribute Support or Maintenance in violation of this section shall be a violation of the Contract and shall immediately terminate the Contract and all of Customer’s rights under it.
8 LIMITATION OF LIABILITY
In no event shall IoTize or its suppliers be liable for any damages whatsoever, including but not limited to damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss, arising out of the use or inability to use its Raisonance brand Software or Material, even if IoTize has been advised of the possibility of such damages.
9 ENTIRE AGREEMENT
This Contract constitutes an entire agreement with regard to the subject matter herein. The Contract supersedes any and all prior discussions and/or representations, whether written or oral, and no reference to prior dealings may be used to in any way modify the expressed understandings of the Contract. The Contract may be amended by IoTize without prior notification.
If one or more of the provisions contained in the Contract is held invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.