Below is an updated Application Services Agreement. In order to better serve you, we updated sections 6 and 7b on June 23, 2011. Please contact us if you have any questions or concerns regarding these changes.
APPLICATION SERVICES AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING
OR USING ALL OR ANY PORTION OF THE SERVICE, OR BY PAYING FOR THE SERVICE BY ANY
MEANS OFFERED BY REPLICON, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN
NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.
THE TERMS AND CONDITIONS OF THIS AGREEMENT ("TERMS
& CONDITIONS") APPLY TO ANY AND ALL USE OF THE SERVICE BY YOU, WHETHER YOU
ARE USING THE SERVICE PURSUANT TO ANY DEMO PERIOD, OR THE TERM OF THIS AGREEMENT
AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS REGARDLESS OF THE TYPE
OF USE OF THE SERVICE BY YOU. This agreement, as amended from time to time
(the "Agreement") is between you ("you", "your", "Client")
and Replicon Inc. including its authorized suppliers ("Replicon"). The
Service and other capitalized terms used in this Agreement are defined in a
Section at the end of this Agreement.
1. Hosted
Service
Replicon will provide and Client and its authorized Users will have access to
the Service during the Term, subject to the Terms and Conditions. Subject to
Client's compliance with its obligations under this Agreement, Replicon hereby
grants Client a non-exclusive license to: (i) access and execute the Software on
Replicon's application server over the Internet; (ii) use the Documentation
related to the Software or the other components of the Service; (iii) transmit
data related to Client's use of the Software to and from Replicon's application
server over the Internet and store such data on Replicon's application server;
and (iv) access and use Replicon's User interface on its website.
2. Use
and Access
(a) Subject
to the restrictions on use as set forth herein, Client will have access to the
Service for its intended purpose and in accordance with the specifications set
forth in any Documentation relating to the Service or Software provided by
Replicon. Such use and access will be continuous on a twenty four (24) hour a
day, seven (7) day a week basis except for interruptions by reason of
maintenance or downtime beyond Replicon's reasonable control.
(b) Client
will use the Service only for its internal business operations and will not
permit the Service to be used by or for the benefit of anyone other than Client.
Client will not have the right to re-license or sell rights to access and/or use
the Service to transfer or assign rights to access or use the Service, except as
expressly provided herein. Client may not modify, translate, reverse engineer,
decompile or create derivative works based upon the Software. Client agrees to
use the Service in a manner that complies with all applicable laws including
intellectual property and copyright laws. Replicon expressly reserves all rights
not expressly granted to Client herein.
(c) Client
will not: (i) transmit or share identification or password codes to persons
other than authorized Users; (ii) permit the identification or password codes to
be cached in proxy servers and accessed by individuals who are not authorized
Users; or (iii) permit access to the Service through a single identification or
password code being made available to multiple users on a network.
(d) You
may not access the Service if you are a direct competitor of Replicon, except
with Replicon's prior written consent. In addition, you may not access the
Service for purposes of monitoring its availability, performance or
functionality, or for any other benchmarking or competitive purposes.
(e) Client
will be responsible for all equipment and software required for Client to access
the Internet including, without limitation, a web browser compatible with the
Replicon Service.
(f) Client
agrees that its use of the Service will be in a manner consistent with this
Agreement and with all applicable laws and regulations, including without
limitation, all copyright, trademark, patent, trade secret and export control
laws, as well as those laws prohibiting the use of telecommunications facilities
to transmit illegal, obscene, threatening, harassing, or other offensive
messages. Client acknowledges that Replicon is not responsible for any use or
misuse of the Service by Client or its employees or contractors. In particular,
Client will not, nor shall it permit or assist others, to abuse or fraudulently
use the Service, including but not limited to: (i) obtaining or attempting to
obtain Service by any unauthorized means or device with intent to avoid
payments; (ii) accessing, altering, or destroying any information belonging to
any person other than Client, or attempting to do so; and (iii) using the
Service to interfere with the use of similar Service by other companies or
users.
3. Price
and Payment
(a) Client
shall pay all fees or charges accruing to your account in accordance with the
fees, charges, and billing terms in effect at the time a fee or charge is due
and payable. The charges will be equal to the number of total Users multiplied
by the User Fee in effect. Payments will be made in advance and may be made
annually, quarterly or monthly, or as otherwise mutually agreed upon. All
payment obligations are non-cancellable and all amounts paid are non-refundable.
You are responsible for paying for all User Fees for Users ordered for the
entire Term, whether or not such Users actually use the Service. You must
provide Replicon with valid credit card or approved purchase order information
as a condition to getting access to the Service. You may add Users by paying the
applicable User Fee. Added Users will be subject to the following: (i) the term
of use for such Users will be coterminous with the pre-existing Term; (ii) the
fee for the added Users will be the then current, generally applicable User Fee;
and (iii) Users added in the middle of a billing period will be charged in full
for that billing period. Replicon reserves the right to modify its fees and
charges and to introduce new charges at any time, upon at least 30 days prior
notice to you, which notice may be provided by e-mail. Fees for other services
will be charged on an as quoted basis. All pricing terms are confidential, and
you agree not to disclose them to any third party.
You agree to provide
Replicon with complete and accurate billing and contact information. This
information includes your legal company name, street address, e-mail address,
and name and telephone number of a Service Administrator who will be responsible
for and authorized to make all decisions concerning the Service on your behalf
including act as a billing contact. You agree to update this information within
thirty (30) days of any change to it. If the contact information you have
provided is false or fraudulent, Replicon reserves the right to terminate your
access to the Service in addition to any other legal remedies.
If you believe your
bill is incorrect, you must contact Replicon in writing within forty five (45)
days of the date of the invoice containing the amount in question to be eligible
to receive an adjustment or credit.
(b) Replicon's
fees are exclusive of all taxes, levies, or duties imposed by taxing
authorities, and you shall be responsible for payment of all such taxes, levies,
or duties, excluding only taxes based solely on Replicon's income. If Replicon
is required to pay or collect any federal, state, local, or value-added tax on
any fees charged under this Agreement, or any other similar taxes or duties
levied by any governmental authority, excluding taxes levied on Replicon's net
income, then such taxes and/or duties will be billed to and paid by Client
immediately upon receipt of Replicon's invoice and supporting documentation for
the taxes or duties charged.
4. Technical
Support
Technical support is described in detail on the attached Exhibit A (Service
Level Agreement).
5. Term
and Termination
(a) The
term of this Agreement will commence the day the web site interface for the
Service is accessible to you via the Internet, and will continue for a period of
one year, quarter or month, as selected by the Client or for such other initial
term as otherwise mutually agreed upon (the "Term"). Thereafter this
Agreement will automatically renew for successive periods of the same duration
as the initial Term ("Renewal Term") unless either party gives the other
party not fewer than thirty (30) days notice of its intent not to renew, or
unless terminated earlier under the terms contained within this Agreement.
(b) Either
party may terminate this Agreement for material breach, by the other party,
provided, however, that the terminating party has given the other party at least
twenty-one (21) days written notice of and the opportunity to cure the breach.
Termination for breach will not preclude the terminating party from exercising
any other remedies for breach available to it under law.
6. Ownership
of Intellectual Property
(a)
Title to any and all proprietary rights in the
Service components including, without limitation, the Software, Replicon's web
site and user interface will remain in and be the exclusive property of
Replicon.
(b)
Client will be the owner of all data or information
created by Client and stored on Replicon's application servers (collectively,
"Client Data").
(c)
Client hereby grants to Replicon a non-exclusive,
fully paid, world-wide and irrevocable license permitting Replicon to copy,
anonymize, aggregate, process and display Client Data to derive anonymous
statistical and usage data, and data about the functionality of the Service,
provided such data cannot be used to identify Client or its individual users
("Anonymous Data"), for the purposes of combining or incorporating such
Anonymous Data with or into other similar data and information available,
derived or obtained from other clients, licensees, users, or otherwise (when so
combined or incorporated, referred to as "Aggregate Data"), so as to permit
Replicon to provide services including the copying, publication, distribution,
display, licensing or sale of Aggregate Data and related or similar other
statistics or data to third parties (and to Client should Client elect to
subscribe for same) pursuant to a separate licensing or services arrangement or
agreement. Replicon will be the
owner of all right, title and interest in and to Aggregate Data.
(d)
Any access by Client to Aggregate Data shall be
pursuant to an additional license or services agreement.
7. Confidentiality
and Privacy
(a) Client
acknowledges that the Software, other Service components and other data and
software on Replicon's application server embodies logic, design and coding
methodology that constitute valuable confidential information that is
proprietary to Replicon. Client will safeguard the right to access the Service,
the Software and other software installed on Replicon's application server using
the same standard of care that Client uses for its own confidential materials
but at least a reasonable standard of care.
(b) Subject
to Replicon's license to use Anonymous Data, all data or information pertaining
to a specific Client and transmitted to or from or stored on Replicon's
application server in connection with the performance of this Agreement will be
held as confidential by Replicon and will not, without the prior written consent
of Client, be disclosed or be used for any purposes other than the performance
of this Agreement. Replicon will safeguard the confidentiality of such data or
information using the same standard of care that Replicon uses for its own
confidential materials but at least a reasonable standard of care. This
obligation does not apply to data or information that: (i) is or becomes,
through no act or failure to act on the part of Replicon, generally known or
available to the public; (ii) is known by Replicon at the time of receiving such
information as evidenced by its written records; (iii) is hereafter furnished to
Replicon by a third party, as a matter of right and without restriction on
disclosure; (iv) is independently developed by Replicon as evidenced by its
written and dated records and without any breach of this Agreement; or (v) is
the subject of a written permission to disclose provided by Client. Further
notwithstanding the forgoing, disclosure of data or information will not be
precluded if such disclosure: (i) is in response to a valid order of a court or
other governmental body of Canada; (ii) is otherwise required by law; or
(iii) is otherwise necessary to establish rights or enforce obligations under
this Agreement, but only to the extent that any such disclosure is necessary.
(c) Personal
Information will be collected, used, retained and disclosed by Replicon as
outlined in Replicon's privacy policy (the "Privacy Policy") that is
posted, amended and updated from time to time as a link from the Service. Client
will not do, or omit to do, anything in breach of, or contrary to the provisions
of the Privacy Policy, as amended by Replicon from time to time. Use of the
Service or any component thereof will constitute electronic acceptance of the
Privacy Policy as amended as of the time of such use. Any inquiries related to
the Privacy Policy should be directed to Replicon. Client warrants and
represents that Client is in compliance, and will fully comply, with all
applicable Privacy Laws and will take all steps reasonably within Client's power
to ensure that Client's employees, contractors or customers comply with all
applicable Privacy Laws.
8. Warranty
and Disclaimer
Replicon warrants the Service will be provided in conformity with generally
prevailing industry standards. Client must report any material deficiencies in
the Service to Replicon in writing within thirty (30) days of Client's discovery
of the defect. Client's exclusive remedy for the breach of the above warranty
will be for Replicon to use commercially reasonable efforts to provide the
Service in accordance with this Agreement. If the breach involves the Software,
Client's exclusive remedy will be for Replicon to provide access to replacement
software, for the Software that is materially deficient, within a commercially
reasonable time. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY IS
EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS
MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. REPLICON EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES.
REPLICON MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY,
TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS
OF THE SERVICE OR ANY COMPONENT. REPLICON DOES NOT REPRESENT OR WARRANT THAT (A)
THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SERVICE, SYSTEM OR DATA, (B) THE
SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE
ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY INFORMATION OBTAINED BY YOU THROUGH
THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS
WILL BE CORRECTED, OR (F) THE SERVICE OR THE COMMUNICATION FACILITIES,
INCLUDING, WITHOUT LIMITATION, THE INTERNET THAT MAKE THE SERVICE AVAILABLE ARE
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE SECURE FROM INTERRUPTION,
INTERCEPTION OR CORRUPTION BY THIRD PARTIES. EXCEPT AS EXPRESSLY SET
9. LIMITATION
OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR REPLICON'S WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE, REPLICON HEREBY EXCLUDES FOR ITSELF AND ITS
SUPPLIERS ANY LIABILITY IN EXCESS OF THE FEES PAID BY CLIENT TO REPLICON, DURING
THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OR ACT OR
OMISSION GIVING RISE TO THE CLAIM (THE "COMPENSATION AMOUNT"), HOWSOEVER CAUSED,
WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE. REPLICON SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,
INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF
REVENUE OR PROFITS OR INVESTMENT OR THE LIKE, LOSS OF BUSINESS, LOSS OF
INFORMATION OR DATA, OF OTHER FINANCIAL LOSS OR PERSONAL INJURY ARISING OUT OF
OR IN CONNECTION WITH THE SALE, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR
INTERRUPTION OF THE SOFTWARE, EVEN IF CLIENT OR ITS AUTHORIZED REPRESENTATIVE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN THE EVENT ANY EXCLUSION, LIMITATION OR OTHER PROVISION CONTAINED IN THIS
AGREEMENT SHALL BE HELD TO BE INVALID FOR ANY REASON AND REPLICON BECOMES LIABLE
FOR LOSS OR DAMAGE, SUCH LIABILITY IS LIMITED TO THE COMPENSATION AMOUNT AND NO
MORE.
10. INDEMNITY OF LICENSEE
CLIENT AGREES TO INDEMNIFY AND HOLD HARMLESS REPLICON, ITS AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS AND
ASSIGNS FROM AND AGAINST ANY AND CLAIMS, PROCEEDINGS, ACTIONS OR DEMANDS WHICH
MAY BE BROUGHT AGAINST REPLICON OR ANOTHER OF THE INDEMNIFIED PARTIES AND AGREE
TO INDEMNIFY AND HOLD REPLICON AND THE OTHER INDEMNIFIED PARTIES HARMLESS FROM
AND AGAINST, ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES
(INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS� FEES) REAL OR PERCEIVED,
THAT OCCUR, OR THAT REPLICON MAY SUFFER, SUSTAIN OR INCUR, AS A RESULT OF: (A)
CLIENT'S USE OF THE SERVICES, OR (B) CLIENT'S BREACHES OF THIS AGREEMENT. CLIENT
WILL HAVE SOLE CONTROL OF THE INVESTIGATION, PREPARATION, DEFENSE AND SETTLEMENT
OF ANY SUCH INFRINGEMENT CLAIMS AND REPLICON SHALL MAKE REASONABLE EFFORTS TO
PROVIDE COOPERATION AND ASSISTANCE IN ANY SUCH INVESTIGATION, PREPARATION,
DEFENSE AND SETTLEMENT. REPLICON MAY ENGAGE SEPARATE COUNSEL TO MONITOR THE
DEFENSE AT REPLICON�S SOLE COST AND EXPENSE.
11. Relation
of Parties
Nothing in this Agreement will create or imply an agency relationship between
the parties, nor will this Agreement be deemed to constitute a joint venture or
partnership between the parties.
12. Non-assignment
Neither party may assign, voluntarily, by operation of law, or otherwise, any
rights or delegate any duties under this Agreement (other than the right to
receive payments) without the other party's prior written consent, which consent
will not be unreasonably withheld, except that Replicon may assign this
Agreement, without consent, in connection with a sale of all or substantially
all of Replicon's business or assets. This Agreement will inure to the benefit
of, and be binding upon the parties hereto, together with their respective legal
representatives, successors, and assigns, as permitted herein.
13. Applicable
Law
This Agreement shall be subject to, construed by and enforced in accordance with
the laws of
14. Dispute
Resolution
Except for any dispute concerning breach of confidentiality or infringement of
any intellectual property right, which dispute will be subject to the exclusive
jurisdiction of the Courts of Alberta and the proper appeal courts from such
courts, any dispute arising under this Agreement will be subject to binding
arbitration by a single arbitrator with the American Arbitration Association
("AAA") in accordance with its relevant industry rules, if any. The arbitration
will be held in
15. Attorneys'
Fees
If any litigation or arbitration is necessary to enforce the terms of this
Agreement, the prevailing party will be entitled to reasonable attorneys' fees
and costs.
16. Severability
If any term of this Agreement is found to be unenforceable or contrary to law,
it will be modified to the least extent necessary to make it enforceable, and
the remaining portions of this Agreement will remain in full force and effect.
17. Force
Majeure
Neither party will be held responsible for any delay or failure in performance
of any part of this Agreement to the extent that such delay is caused by events
or circumstances beyond the delayed party's reasonable control. Lack of funds
does not entitle a party to claim force majeure.
18. Waiver
and Modification
The waiver by any party of any breach of covenant will not be construed to be a
waiver of any succeeding breach or any other covenant. All waivers must be in
writing, and signed by the party waiving its rights. This Agreement may be
modified only by a written instrument executed by authorized representatives of
the parties hereto.
19. Entire
Agreement
This Agreement constitutes the entire agreement between the parties with respect
to its subject matter, and supersedes all prior agreements, proposals,
negotiations, representations or communications relating to the subject matter.
Both parties acknowledge that they have not been induced to enter into this
Agreement by any representations or promises not specifically stated herein.
20. Amendments
Replicon may amend this Agreement by giving you 30 days notice of the proposed
amendments, which notice may be provided by e-mail. Replicon may periodically
amend this Agreement, as contemplated above, for any purpose including, without
limitation, changing fees or charges for use of the Service or restricting the
amount of data you can store on the Service or to implement a charge for data
storage or for data storage in excess of certain amounts.
21. Definition
The words and phrases used in this Agreement, the initial letters of which are
capitalized have the following meanings:
(a) "Documentation" means all documents or information in any form pertaining
to Replicon's Software, website or user website interface or other components of
the Service and provided to or developed by Client from time to time;
(b) "Downtime Credit" has the meaning specified in Schedule A;
(c) "Personal Information" means any information about an identifiable
individual but does not include aggregate or anonymous information, or
information used only to contact an individual in their capacity or position as
an employee or official of an organization;
(d) "Privacy
Laws" means any statute, legislation, regulation, or ruling, directive or
order, of any government, legislature, parliament, regulatory authority,
governmental department, agency, commission, board, tribunal, crown corporation,
or court or other law, rule or regulation making entity having or purporting to
have jurisdiction on behalf of any nation, or province or state or other
subdivision thereof, or any municipality, district or other subdivision thereof,
with respect to individual privacy and/or access to Personal Information, and
with respect to the collection, use or disclosure of Personal Information, and
having or purporting to have jurisdiction over any person, including Client or
any User;
(e) "Renewal
Term" has the meaning specified in Section 5;
(f)
"Service" means the right to access and use Replicon's
Software, website, user website interface and related Documentation;
(g) "Software" means the Replicon product licensed for use by Client as
specified in this Agreement or as Client may order and pay for from time to time
or as may be modified from time to time by Replicon;
(h) "Term"
has the meaning specified in Section 5 or any Renewal Term;
(i) "Unit"
has the meaning specified in Schedule "A";
(j)
"User" means Client's individual employee or contractor
for whom Client has: (A) paid the required fee under this Agreement; (B) given
or authorized a password to be given to such individual entitling them to access
and use the Service; or (C) for whom Client is responsible to ensure that such
individual observes the obligations of Client under this Agreement; and
(k) "User Fee"
means Replicon's then current fee for one of Client's Users to access and use
the Service for the then current Term.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the respective dates written below.
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EXHIBIT A
SERVICE LEVEL AGREEMENT
This Service Level Agreement ("Agreement")
sets forth the details regarding the level of service and technical support for
the Service that apply when your account is in good financial standing.
1. Downtime
(a) For
purposes of this Agreement, a unit of Downtime is one period of at least thirty
(30) minutes ("Unit") during which the Service or a material components
of it is unavailable because of problems with or the unscheduled maintenance of
Replicon's hardware or system software ("Downtime"). Downtime does not
include (i) problems caused by factors outside of Replicon's reasonable control,
(ii) problems resulting from any actions or inactions by you or any third party,
(iii) problems resulting from your equipment and/or third party equipment not
within Replicon's sole control, or (iv) network unavailability during scheduled
maintenance of Replicon's network and/or servers. Replicon will periodically
monitor Replicon network and server availability using software and hardware
components capable of measuring application traffic and responses. Based on its
monitoring, Replicon will determine Downtime for the purposes of this Agreement.
(b) Replicon's
servers connect to the Internet through redundant high-speed connections on
diverse backbones, enabling data delivery to the end user in a quick and
efficient manner. Subject to the limitations set out below, in any calendar
month, Replicon guarantees that Downtime will not exceed eight (8) Units of
Downtime excluding, however, regularly scheduled maintenance. Any regularly
scheduled maintenance will be performed during the hours of 11:00 PM and 5:00 PM
MST on a Saturday or Sunday. Replicon works to ensure the functioning of all
network infrastructures through continuous monitoring by Replicon's staff,
however, Replicon has no control over third party services including, without
limitation, the Internet and REPLICON'S SERVICES ARE SUBJECT TO LIMITATIONS,
DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. REPLICON IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES,
OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
(c) If
Downtime exceeds eight (8) Units of Downtime in any calendar month, Replicon
will, upon your written request, credit your account (a "Downtime Credit")
in an amount equal to the pro-rata price for one (1) day of service, for each 4
Units of Downtime in excess of eight (8) Units in any calendar month.
(d) To
receive Downtime Credit, you must request such credit by sending an email to
aspdowntimecredit@replicon.com within seven (7) days after the occurrence of
Downtime. The aggregate maximum number of Downtime Credits to be issued for any
and all instances of Downtime occurring in a single calendar month will not
exceed seven (7). Downtime Credits will be applied upon issue of the first
invoice following the request for Downtime Credit, unless the Downtime occurs in
your final month of service. In such case, a refund for the dollar value of the
Downtime Credit will be mailed to you within thirty (30) days of the expiration
of your service agreement.
2. Technical
Support
(a) A
member of Replicon's technical support help desk staff will be available to
assist you with problems and questions regarding the Service. Replicon will
supply telephone and/or email support to you regarding the Service twenty four
(24) hours a day, seven (7) days a week.
(b) You
may contact Replicon's technical support help desk via email at
support@replicon.com, or by telephone at 1-877- 737-5420 .
Replicon may, from time to time, develop additional methods for you to contact
the help desk, and will make information regarding such methods available at
Replicon's website.
3. Software
Upgrades
From time to time Replicon will release new versions of the Software and will
automatically upgrade the Software to the latest version, upon seven (7) days
notice to you, on the Service Administrator login screen.