Standard Terms and Conditions
These Standard Terms and Conditions apply to any proposal and agreement relating to all software and services sold by FELCO Solutions, Inc. to a customer (“Customer”). These terms and conditions, together with the related proposal and agreement shall constitute the entire agreement (“Agreement”) between the parties.
1. GENERAL PROVISIONS – This Agreement shall apply and govern the sale of software license, support, services, and materials by FELCO Solutions. Customer has selected the products, software and services based only on their specifications. If either party believes that other matters beyond those covered in this document are part of the Agreement, the parties will (a) describe and acknowledge them on the front of the Agreement. After Customer signs the Agreement (or any Amendment to it), the Agreement will become a binding contract when and if it is executed by an officer or other authorized designee of FELCO Solutions.
2. SOFTWARE LICENSE – FELCO Solutions grants customer a non-transferable license to (1) use the our Products and Documentation solely for its internal operations at the customer location(s) an on the Designated Environment, and (2) copy the Software Product and Documentation for archival or backup purposes only, provided that all tittles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all copies shall be subject to terms of this Agreement.
3. DISTRIBUTION - Except as explicitly provided herein, customer shall not: (1) make available nor distribute all or part of the Product Software or Documentation to any third party by assignment, sublicense, or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Product Software or Documentation; or (3) use the Software to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the Software.
4. INSTALL AND ACCEPTANCE - FELCO Solutions shall use reasonable efforts to deliver the Licensed Copies of the Software and Documentation to the Customer's Location(s) on or about the Target Date. Licensee shall have 30 days from the Delivery Date to perform acceptance testing. Licensee's Acceptance of the Software shall occur at the earlier of Licensee's operational use of the Software, or the expiration of 30 days from the Delivery Date without the provision of notice by customer to FELCO Solutions of any Error(s). If Licensee provides notice to FELCO Solutions of any Error(s) and FELCO Solutions verifies the alleged Error(s), the Software shall be accepted upon Licensor's correction of such Error(s).
5. EXPIRED SUBSCRIPTIONS – Customers with an expired subscription will be charged a renewal subscription fee in order to obtain the current release and full support.
6. INSTALL REQUIREMENTS – please ensure that your hardware or software versions meets the requirements for our products before you are purchase/install.
7. PROPRIETARY RIGHTS - Customer acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of FELCO Solutions, and nothing in this Agreement should be construed as transferring any aspects of such rights to customer or any third party.
8. LIMITATION OF LIABILITY – FECLO Solutions will not be responsible to Customer for consequential, exemplary or incidental damages (such as loss of profit or employee’s time) regardless of the reason. In no event shall the liability and/or obligations of FELCO Solutions under the Agreement or arising out of the purchase, or subscription license by Customer or others exceed the purchase price.
9. SHIPPING – Shipping and handling charges will be added to the invoice where applicable.
10. CURRENCY – All prices shown are in US dollars unless otherwise specified.
11. SUBSCRIPTIONS AND AUTO-RENEWAL – Your subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal by notifying FELCO Solutions in writing. Upon cancellation, your subscription will continue until the end of that billing cycle before terminating.
12. TAX - Customer shall be responsible for any applicable sales or use taxes or any value added or similar taxes payable with respect to subscriptions or licensing of the Software, or arising out of or in connection with this Agreement, other than taxes levied or imposed based upon FELCO Solutions income. In the event that FELCO Solutions pays any such taxes on behalf of customer, FELCO Solutions shall invoice customer for such taxes and customer agrees to pay such taxes in accordance with this Agreement.
13. LIMITATION - FELCO SOLUTIONS SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF FELCO SOLUTION TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE LESSER OF THE AMOUNT PAID TO FELCO SOLUTIONS BY CUSTOMER UNDER THIS AGREEMENT.
THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT.
14. CANCELLATION – All sales are final upon order and are not subject to cancellation, changes or reductions in amount, or suspension of deliveries except upon the Company’s prior written consent.
15. EXPORT COMPLIANCE – Customer shall not export, re-export, or otherwise transmit, directly or indirectly, any Software except in full compliance with all U.S. export control laws and regulations. These obligations shall survive the termination of the Agreement.
16. FORCE MAJEURE – Neither party will be liable to the other for delays in performing any obligations under the Agreement due to circumstances beyond its reasonable control, including but not limited to revolts, insurrections, riots, wars, acts of enemies, national emergency, strikes, floods, earthquake, embargo, inability to secure materials or transportation, and acts of God, and other events beyond the reasonable control of the parties caused by nature or governmental authorities.
17. SEVERABILITY – If any provision of the Agreement is found to be invalid, illegal or unenforceable, then, notwithstanding such invalidity, illegality or unenforceability, the Agreement and the remaining provisions shall continue in full force and effect. In this event the parties will agree upon a valid, binding and enforceable substitute provision which shall be as close as possible to the commercial interests of the invalid or unenforceable provision.
18. DISPUTE RESOLUTION – Customer may terminate a License or Subscription, without prejudice to any other remedy customer may have, in the event of any material breach of this Agreement which is not remedied within 30 days. Customer notice to FELCO Solutions of the breach and customer's intent to terminate the License/Subscription. Termination shall not relieve customer's obligation to pay all amounts which are due and payable or which customer has agreed to pay.
19. CESSATION OF USE - Upon termination of this Agreement, customer shall cease using the Software and Documentation and promptly return all copies of the Software, Documentation, and all other Confidential Information in its possession or control. Customer shall delete all copies of such materials residing in- on- or off-line computer memory, and destroy all copies of such materials which also incorporate customer's Confidential Information. FELCO Solutions shall be entitled to enter the Location(s) to repossess and remove the Software, Documentation, and any other Confidential Information. Customer shall, within 30 days from the effective date of the termination, certify in writing by an officer or director or manager of the party that all copies of the Software and Documentation have been returned, deleted or destroyed.
20. SOFTWARE SUPPORT:
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Annual Software Maintenance. FELCO Solutions shall use commercially reasonable efforts to maintain the our Software so that it operates without Issues.
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Updates. Service. FELCO Solutions shall supply Customer with Updates for the Software that are released to the general customer base during the Term. Such Updates will be provided to Customer at no additional charge, other than any applicable shipping charges. Updates may be delivered via physical media or made available electronically, at FELCO Solutions discretion.
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“Support” Defined. The term “Support” consists of assistance to customers via the Internet and telephone with respect to use of the Software and to resolve Issues. Support cases are tracked and managed through a support service desk and a Customer portal. Support will be available during FELCO Solutions business hours, Monday through Friday, excluding local holidays.
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Submission of Issues for Resolution. Customer shall submit to FELCO Solutions via the FELCO Support Portal or email to our Service Desk Center and provide all relevant data requested, including, but not limited to: (i) Customer contact information; (ii) Software version; and (iii) a complete description of the Issue and Customer Software environment. Customer shall also provide access to the Customer Software environment so the Issue may be replicated.
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Problem Definition. Customer shall provide to FELCO Solutions: (i) error messages and indications that Customer received when the Issue occurred; (ii) description of what the user was doing when the Issue occurred; (iii) steps Customer has taken to reproduce the Issue; (iv) steps Customer took to solve the Issue; and (v) any relevant log files.
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Severity Classification and Response Time Goals. Issues are classified according to the severity of impact on the use of the Software or Service, according our Support Level Agreement . All disputes regarding severity classification will be resolved by FELCO Solutions in its sole discretion.
21. OTHER:
1. The Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to conflicts of law provisions thereof.
2. Both FELCO Solutions and Customer will comply with all laws applicable to the Agreement.
3. Changes to the Agreement must be in writing and must be signed by both parties.
COMPLETE AGREEMENT – Customer acknowledges that it has read the Agreement, understands it, and agrees to be bound by its terms and conditions.