Technical Support Agreement Terms and Conditions
This Agreement contains the terms and conditions that apply to
your purchase from Sepia Technologies, EST. ("Sepia Technologies")
that will be provided to you ("Customer") on orders for Sepia
Technologies Technical Support Agreements ("Support Agreements"). By
accepting delivery of the Sepia Technologies services and support described on
the invoice or order confirmation, Customer agrees to be bound by and accepts
these terms and conditions. If you do not wish to be bound by this Agreement,
you must notify Sepia Technologies immediately and return your purchase
pursuant to Sepia Technologies' return policy below. THESE TERMS AND CONDITIONS
APPLY (i) UNLESS THE CUSTOMER HAS SIGNED A SEPARATE
PURCHASE AGREEMENT WITH Sepia Technologies, IN WHICH CASE THE SEPARATE
AGREEMENT SHALL GOVERN; OR (ii) UNLESS OTHER Sepia Technologies STANDARD TERMS
APPLY TO THE TRANSACTION. These terms and conditions are subject to change without
prior written notice at any time, at Sepia Technologies' sole discretion.
a. Sepia Technologies will provide Customer with unlimited
telephone and email technical support assistance ("Support Services")
for the full term of the Support Agreement(s), depending on Support
Agreements(s) purchased. Term(s) begin upon Sepia Technologies' receipt and
acceptance of Customer's order of Support Services ("Commencement
Date").
b. Phone and email support is available Monday through Friday, 7:00
am to 5:30 pm Central Standard Time - excluding weekends and observed U.S.
Holidays. Support availability may occasionally vary from stated hours due to
downtime for systems and server maintenance, company events, and circumstances
beyond the control of Sepia Technologies. Phone support requests will be
handled in the order in which they are received. Agreement-based email support
requests will be processed within one (1) business day.
c. Support Agreements will be directly associated to the Sepia
Technologies software product ("Product") license key. Customer will
be required to provide the Product license key and/or Support Agreement ID
prior to receiving support.
a. Service and support will be provided, to Customer in accordance
with the terms indicated in this document and on Sepia Technologies' website.
Sepia Technologies has no obligation to provide service or support until Sepia
Technologies has received full payment for the Support Agreement(s). Terms,
conditions, support features, procedures, pricing and support availability for
future periods are subject to change at any time without notice and are
available on Sepia Technologies' website. Customer will be provided Support
Services only for the Sepia Technologies software product ("Product")
in which the Support Agreement was purchased. Support availability for a
particular Product version is subject to change at any time without notice.
b. Sepia Technologies may limit or terminate support service to, or
may elect not to renew additional support if Customer uses the service in an
irregular, excessive, abusive or fraudulent manner or uses Product(s) with
third party software that is determined at Sepia Technologies' sole discretion
to be incompatible. Examples of such use include a high number of support
requests that concern previously resolved issues and/or general usability,
repeated posing of questions to which the answer is readily found in Product
documentation, and discussion of issues that are not related to technical
support. Coverage is non-transferable and is valid for the Customer only.
Resale or transfer of support plans is strictly prohibited, and will be grounds
for termination or non-renewal of support.
c. Sepia Technologies is not responsible for any lost or corrupted
software or data. Sepia Technologies strongly recommends that Customer maintain
a complete data backup and disaster recovery plan.
Sepia Technologies may change this policy without prior written
notice at any time, at Sepia Technologies' sole discretion. Please refer to
Sepia Technologies' website for a current return policy. Customer may cancel
this Agreement within 30 days of receipt. Any refund will be determined by
Sepia Technologies based on the passage of time and/or the number of support
incidents at Sepia Technologies' discretion. Customer must contact the Sepia
Technologies Customer Service department for return processing and may not
cancel this Agreement after thirty (30) days of receipt except as provided by
any applicable provincial or federal law which may not be varied by agreement.
The parties will attempt to resolve any claim, or dispute or
controversy (whether in contract, tort or otherwise) against Sepia
Technologies, its agents, employees, successors, assigns or affiliates (collectively
for purposes of this paragraph, "Sepia Technologies"
) arising out of or relating to this Agreement, Sepia Technologies advertising,
or any related purchase (a "Dispute" ) through face to face
negotiation with persons fully authorized to resolve the Dispute or through
mediation utilizing a mutually agreeable mediator, rather than through
litigation. If the parties are unable to resolve the Dispute through
negotiation or mediation within a reasonable time after written notice from one
party to the other that a Dispute exists, the Dispute will be settled by
binding arbitration in accordance with the then current CPR Rules for
Non-Administered Arbitration. The Arbitration will be conducted before three
(3) independent and impartial arbitrators. Sepia Technologies will appoint one
(1) arbitrator and the other party or parties will appoint one (1) arbitrator.
The two (2) appointed arbitrators will then select a third arbitrator, who
shall be the presiding arbitrator. The arbitration hearing shall take place in
Texas. The arbitrators shall base their award on the terms of this Agreement,
and will follow the law and judicial precedents that a United States District
Judge sitting in the county of Tarrant would apply to the Dispute. The
arbitrators shall render their award in writing and will include the findings
of fact and conclusion of law upon which their award is based. Judgment upon the arbitration award may be entered by any court of
competent jurisdiction. The existence or results of any negotiation, mediation
or arbitration will be treated as confidential. Notwithstanding the foregoing,
either party will have the right to obtain from a court of competent
jurisdiction a temporary restraining order, preliminary injunction or other
equitable relief to preserve the status quo or prevent irreparable harm,
although the merits of the underlying Dispute will be resolved in accordance
with this paragraph.
Sepia Technologies MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH
RESPECT TO THE SUPPORT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION
WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN CONDUCTING
SERVICES, OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE
RESULTS TO BE OBTAINED FROM THE SUPPORT OR THE RESULTS OF ANY RECOMMENDATION
Sepia Technologies MAY MAKE, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OR CONDITIONS INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES
CONCERNING THE PERFORMANCE, MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT OR
FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE DELIVERABLES OR OF ANY SYSTEM
THAT MAY RESULT FROM THE IMPLEMENTATION OF ANY RECOMMENDATION Sepia
Technologies MAY PROVIDE. Sepia Technologies reserves the right to modify its
warranty retroactively at any time, at its sole discretion.
Sepia Technologies DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES
SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR
USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE, OR THE PROVISION OF SERVICES AND
SUPPORT. Sepia Technologies WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF
BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF THIS SERVICE,
Sepia Technologies IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE
THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF SUPPORT UNDER
THIS AGREEMENT.
These terms and conditions may NOT be altered, supplemented, or
amended by the use of any other document(s), except as otherwise noted. Any
attempt to alter, supplement or amend this document or to enter an order for
product(s) or services and support that are subject to additional or altered
terms and conditions will be null and void, unless otherwise agreed to in a
written agreement signed by both Customer and Sepia Technologies.
This Agreement shall be governed by the
laws of the State of Texas. For the purpose of resolving conflicts
related to or arising out of this Agreement, the parties expressly agree that
venue shall be in the State of Texas only, and, in addition, the parties hereby
expressly consent to the exclusive jurisdiction of the federal and state courts
in the State of Texas.
The failure of either party to enforce at any time or for any
period of time the terms of this document shall not be construed as a waiver of
such terms or the rights of such party thereafter to enforce each term
contained herein.
If any term or condition is held void or unenforceable, it shall
be severed, and every other provision shall be enforced as if the void or
unenforceable term or condition had never been a part hereof. The parties agree
the court is entitled to read the otherwise invalid provision as narrowly as is
necessary to make it valid and enforceable. Both parties hereby agree such
scope may be judicially modified accordingly in any enforcement proceeding.
Both parties agree that the covenants contained herein are necessary for
protection of legitimate business interests and are reasonable in scope and
content.