SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT

PLEASE READ THE TERMS OF THIS SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT (“AGREEMENT”) CAREFULLY. BY PURCHASING OR USING GLOBALVISION SUPPORT SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THIS AGREEMENT.

1.OVERVIEW

This Agreement governs the maintenance and support services provided by GVE Global Vision Inc. (“GlobalVision”) to You (collectively the “Parties”).This Agreement is intended to specify the type of Support Services (defined below) and service levels GlobalVision may provide to You. 

The terms “we”, “us” or “our” shall refer to GlobalVision. The terms “You”, “Your”, or “Client” shall refer to any individual or entity who accepts these Terms, has access to or uses the Support Services. 

The term “Software” shall refer to the software program(s) that are (i) in object code format licensed from GlobalVision; or (ii) embedded in or pre-loaded on GlobalVision hardware. Software shall include any and all setup, installation and configuration software and any related software downloaded through GlobalVision’s website or other service, and includes without limitation, any and all copies, modifications, updates, upgrades, firmware, enhancements and new releases of the Software, provided to you upon execution of a valid “Software License Agreement”.

The term “Error” shall refer to a reproducible failure of the Software to perform in substantial conformity with the specifications set forth in the documentation, whose origin can be isolated to a single cause.

2. MODIFICATION OF AGREEMENT OR SERVICES

GlobalVision reserves the right at any time, in its sole and absolute discretion, to change or modify the Support Services, and such changes or modifications shall be effective immediately upon posting to the GlobalVision website. If changes increase the price or materially decrease the level of Support Services purchased, thirty (30) days’ notice will be provided. Your use of this website or Support Services after such changes or modifications have been made shall constitute your acceptance of the changed Support Services and the Agreement. 

3. SUPPORT SERVICES 

Throughout the term of this Agreement, GlobalVision commits to performing all Support Services during the Support Hours in accordance with the terms and conditions of this Agreement.

The terms “Support” and “Support Services” shall refer to the identification, diagnosis and correction of any Software issues by GlobalVision’s support team which is sufficiently qualified and experienced to identify and resolve Your support requests via telephone, e-mail, chat, and e-support (the ability to create service requests online). Support Services may include but are not limited to, product updates, maintenance releases, and updates to the documentation.

GlobalVision shall use commercially reasonable efforts to resolve any incidents or remedy reported issues by providing software patches and / or workarounds, which allow for equivalent functionality, as determined by GlobalVision.

GlobalVision’s support team is available to you Monday through Friday, from 8:30 am to 5:30 pm ET, except on statutory holidays observed in Quebec, Canada. (“Support Hours”) and will provide unlimited hours of first line and second line support.

During the Term, GlobalVision may provide You with “Maintenance Releases” (including updated Documentation) that GlobalVision may, in its sole discretion, make generally available to all of its licensees at no additional charge. All Maintenance Releases, on being provided by GlobalVision to You, are deemed licensed Software subject to all applicable terms and conditions of the Software License Agreement. You commit to installing all Maintenance Releases as soon as practicable after receipt. You will not have any right under this Agreement to receive any new versions of the Software that GlobalVision may, in its sole discretion, release from time to time.

Maintenance Releases may also include provision of such updates, upgrades, new releases required to operate the Software, patches and other error corrections as deemed necessary by GlobalVision (collectively “Updates”). GlobalVision may develop and provide Updates in its sole discretion, and You understand and agree that GlobalVision has no obligation to develop any Updates at all or for particular issues. You further agree that all Updates will be deemed Software, all subject to all terms and conditions of the applicable Software License Agreement. You acknowledge that GlobalVision may provide Updates via download from a website designated by GlobalVision and that Your receipt of such Updates will require an internet connection, which connection is Your sole responsibility. GlobalVision has no obligation to provide Updates via any other media. 

Support shall not include any new technology or new modules or new release of the Software that GlobalVision may issue as a separate or new product, and GlobalVision may determine whether any issuance qualifies as a new version, new release or Update in its sole discretion.

GlobalVision reserves the right to make the provision of Support, including all or any Maintenance Releases or Updates, conditional on Your registration of the copy of Software for which support is requested. GlobalVision has no obligation to provide Maintenance Releases, Updates, or Support:

  • for any but the most current version or release of the Software; 
  • for any copy of Software for which all previously issued Updates have not been installed;
  • if You are in breach of the Software License Agreement; or
  • for any Software that has been modified other than by GlobalVision or with GlobalVision’s prior written authorization, or that is being used with any hardware, software, configuration or operating system not specified in the Documentation or expressly authorized by GlobalVision in writing.

4. REMOTE SERVICES

You acknowledge and agree that GlobalVision may provide You with remote services to assist in analyzing and resolving any incident. If such remote access is required to perform the Support Services, You agree to provide GlobalVision with access to Your network, system, and / or computers, as the case may be, to install and use remote access software (“Remote Access Software”) necessary for GlobalVision to provide Support Services remotely. The Remote Access Software contains technological measures designed to collect and transmit certain diagnostic, technical, usage, and related information, including information about Your computers, systems, network, and any third-party materials, relating to or derived from Your use of the Software. 

You acknowledge and agree that: (a) GlobalVision may collect, maintain, process, and use this information in the course of performing the Support Services, provided that GlobalVision shall only access, control, and gather such information that it believes to be necessary to assist in analyzing and resolving an Incident; and (b) all or portions of the Remote Access Software may remain on Your network, system, and / or computers, as the case may be, after an incident is resolved. At all times Your information will be treated in accordance with GlobalVision’s Personal Information Management Policy, as amended from time to time, and which can be viewed at: https://globalvision.co/privacy-policy/.

5. ADDITIONAL SUPPORT SERVICES 

GlobalVision strives to ensure You obtain the best use out of the Software. In order to tailor a support program to Your specific needs, a list of additional support services available for purchase is included below. For more information please contact your Account Executive.

6. SUPPORT LIMITATIONS 

Incidents. GlobalVision reserves the right to determine, in its sole discretion: (a) what constitutes an incident; and (b) when an incident is deemed to be resolved.

Response Time and Resolution. GlobalVision will use commercially reasonable efforts to: (a) respond within the applicable response time provided in Section 3; and (b) Resolve an incident, but does not guarantee that it will be able to respond within that specific time period or that any incident will be resolved.

Effect of Failure or Delay. GlobalVision is not responsible or liable for any delay or failure of performance caused in whole or in part by any delay or failure to perform any of Your obligations under the applicable Software License Agreement or any other terms and conditions you may be obliged to respect.

GlobalVision has no obligation to provide Support Services relating to errors that, in whole or in part, arise out of or result from any of the following:

  • Software or media on which it is provided, is retired or no longer supported by GlobalVision;
  • Software, or media on which it is provided, is modified or damaged by You or any third party;
  • any operation or use of, or other activity relating to, the Software other than as specified in the documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Your use, unless otherwise expressly permitted in writing by GlobalVision;
  • any third-party materials, unless otherwise expressly permitted in writing by GlobalVision;
  • any negligence, abuse, misapplication, or misuse of the Software, including Your use other than as specified in the documentation or expressly authorized in writing by GlobalVision;
  • any failure to promptly install any maintenance release that GlobalVision has previously made available to You;
  • the operation of, or access to, Your’s or a third-party’s system or network;
  • any open-Source components, beta software, software that GlobalVision makes available for testing or demonstration purposes, temporary software modules, or software for which GlobalVision does not receive a license fee;
  • any breach of or noncompliance with any material provision of any applicable Software License Agreement; or
  • any Force Majeure Event (including abnormal physical or electrical stress).

7. YOUR OBLIGATIONS

In order to provide the Support Services, we ask that You: 

  • Notify us of any error and provide us with reasonable detail of the nature and circumstances of such error
  • Comply with all terms and conditions of any applicable Software License Agreement.
  • Use the Software solely in accordance with the terms and conditions set forth in the applicable Software License Agreement and any other documentation provided to you.
  • Set up, maintain, and operate in good repair all environmental conditions and components, including all networks, systems, and hardware, in or through which: (a) the Software operates; and/or (b) you access or use any of the services.
  • Provide our support team with all such cooperation and assistance as they may reasonably request, or otherwise may reasonably be required, to enable GlobalVision to perform its obligations (including the provision of Support), and exercise its rights, under and in accordance with the terms and conditions of this Agreement.
  • Except as otherwise specified, only run the current release of the Software that GlobalVision has made available to You. 
  • Install all Maintenance Releases within a reasonable period of time from the date they are made available (unless automatically updated by GlobalVision.

8. REPRESENTATIONS AND LIMITED WARRANTIES

GlobalVision represents, warrants, and covenants that during the Term, it will perform the Support Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with commercial reasonable industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. 

Notwithstanding the above, customized services, beta test services and services acquired for trial purposes (“Beta Services”) are provided “AS IS” and GlobalVision does not offer any warranties or covenants of any kind for such Beta Services. Use of Beta Services shall be at Your sole risk as such services may contain more extensive bugs, errors and defects. To the extent permitted by applicable law, GlobalVision disclaims any warranties and conditions, whether express, implied, statutory or otherwise, and any liability with respect to the Beta Services. You agree to receive correspondence and updates from GlobalVision related to the Beta Services and acknowledges that opting out from such communications may result in cancellation of any Beta Services. GlobalVision does not make any representations, promises or guarantees that the Beta Services will eventually mature to become Software. GlobalVision has no obligation to provide technical support or continued availability of any particular Beta Service or feature which can be cancelled at any time by GlobalVision in its sole discretion with or without notice. 

You may be asked to provide feedback regarding Your experience and use of the Beta Services as well as any other Support Services (“Feedback”). You hereby grant GlobalVision and its licensors an irrevocable, perpetual, royalty- free, worldwide license to use and incorporate any Feedback into any of GlobalVision’s or its licensor’s product or service for any purpose.

You represent, warrant and covenant to GlobalVision that You own or otherwise have, and will have, the necessary rights and consents in and relating to the any data provided so that, as received by GlobalVision and processed in accordance with any Support Services, they do not and will not infringe, misappropriate or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law

                               DISCLAIMER OF CONDITIONS AND WARRANTIES

EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN THIS SECTION, THE LICENSED SOFTWARE, THE SERVICES, AND THE DELIVERABLES ARE PROVIDED “AS IS.” GLOBALVISION HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GLOBALVISION MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE, THE SERVICES, THE DELIVERABLES, OR ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL (a) MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION OR THAT GLOBALVISION WILL CORRECT ALL ERRORS; (c) ACHIEVE ANY INTENDED RESULT; (d) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR (e) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 

ALL OPEN SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION, WARRANTY OR CONDITION OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN SOURCE COMPONENTS OR OTHER THIRD-PARTY MATERIALS. CUSTOMER ACKNOWLEDGES THAT GLOBALVISION DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS THIS AGREEMENT DOES NOT AMEND, AUGMENT, OR OTHERWISE MODIFY THE PROVIDER’S WARRANTIES UNDER THE SOFTWARE LICENCE AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:

IN NO EVENT WILL GLOBALVISION, OR ANY OF ITS LICENSORS, ITS PERSONNEL, SUBCONTRACTORS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH ANY SUPPORT SERVICES, THIS SUPPORT STATEMENT, OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF USE, DATA, BUSINESS, REVENUE, PROFIT, GOODWILL, OR REPUTATION, (b) BUSINESS INTERRUPTION, INCREASED COSTS, OR DIMINUTION IN VALUE, OR (c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF GLOBALVISION AND ITS LICENSORS, PROVIDER PERSONNEL, SUBCONTRACTORS, AND SUPPLIERS ARISING OUT OF OR RELATED TO ANY SUPPORT SERVICES OR THIS SUPPORT STATEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT RECEIVED IN EXCHANGE FOR THE PROVISION OF SERVICES IN ACCORDANCE WITH ANY APPLICABLE LICENSE AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

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                                                     ADDITIONAL SERVICES

To request additional support services, please contact your GlobalVision representative. 

Contact GlobalVision customer support for any questions or email us at [email protected] 

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