Terms of Use

TECHNOLOGY LICENSING TO CLIENT

LICENSE GRANT: ClearSaleing grants Client a non-exclusive, world-wide, limited, royalty-free license to use its Software internally for purposes related specifically to the original contract.

CLIENT ONBOARDING

USER TRAINING: ClearSaleing will provide Client with user training for an agreed upon amount of Client users in the original contract. The training will be focused on the use of the Software.

SOFTWARE MAINTENANCE AND SUPPORT

MAINTENANCE: Clients will be entitled to all major and minor upgrades to ClearSaleing’s Software, but not including new modules ClearSaleing may release subsequent to the execution of the signed agreement.

SUPPORT: ClearSaleing will provide various levels of support that will include: (1) support of code installation and account set up; (2) troubleshooting of any technical issues; and (3) support of data integrity issues. Support does not include development of new or enhanced functionality.

TECHNOLOGY INFRASTRUCTURE AND SUPPORT

HARDWARE AND NETWORK INFRASTRUCTURE: ClearSaleing will specify, procure, implement and host the requisite hardware and network infrastructure to support the Client’s capacity needs.

OPERATING SYSTEM AND DATABASE SOFTWARE: ClearSaleing will specify, procure, implement and host the requisite operating system, database and related software to support the Client’s and its customers’ processing needs.

BACK UPS AND LOAD BALANCING: ClearSaleing will develop, implement and manage back up and load balancing procedures to ensure adequate protection of Client customer data and user response time.

SERVER MONITORING AND TUNING: ClearSaleing will develop, implement and manage server monitoring and tuning procedures to ensure adequate system performance and response time.

NEW RELEASE INSTALLATION: ClearSaleing will develop an installation plan and install all new major and minor releases to ClearSaleing’s Software.

OTHER TERMS AND CONDITIONS

CHANGE ORDER PROCESS

If at any time the needs of the Project require ClearSaleing to accomplish work that falls outside of what has been defined in the agreement, ClearSaleing will document the additional work in a Change Control Request and present it for approval. This Change Control Request will specify the scope of the work, the cost of the work and the timeline estimated for completion. ClearSaleing will not perform any out-of-scope work unless previously authorized.

TERM AND TERMINATION

The terms of the original contract will set the appropriate timeline, with an option to renew on an annual basis under the same terms and conditions as the original contract.

WARRANTIES

ClearSaleing warrants that it will exercise commercial reasonable, professional standards in all its work and in delivering its services and technology.

DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THE ORIGINAL CONTRACT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLEARSALEING’S MAXIMUM LIABILTY WILL BE LIMITED TO NO MORE THAN THE MOST RECENT MONTH OF FEES PAID BY THE CLIENT.