Abila Maintenance and Support Terms and Conditions
These terms and conditions, the invoice, and the end user license agreement (“EULA”) for the Software, constitute the entire agreement between Abila and you regarding your purchase of Support Services and Software. “Software” refers to the Abila product(s) for which you have purchased Support Services.
“Support Services” include the following:
Subject to your payment of all applicable fees set forth in the invoice (the “Fees”), the Support Services and other benefits are set forth within our Maintenance and Support Plans. The terms may be amended or modified from time to time by Abila within its sole discretion via posting at the Abila website. The Support Services may not be available in some countries.
During the term of your Support Services, you will receive, free of any additional charge, any enhancement to the Software that becomes a regular part of the Software and is offered to Abila’s other software customers, provided that any professional services you request will be charged at Abila’s then-current rates. All updates are deemed part of the Software and are subject to the terms of the EULA. Any such enhancement shall be released as determined solely by Abila, and may be provided via CD, Internet, diskette, and/or any other delivery method solely determined by Abila.
Support Services exclusions
(a) Abila shall not provide any Support Services relating to problems that are caused by (i) your failure to implement all currently available updates, (ii) changes to your operating system or environment that adversely affect the Software, (iii) any alteration of, or addition to, the Software performed by any party other than Abila, (iv) negligence, abuse or misuse of the Software, (v) integration of the Software with other software products not supplied by Abila or (vi) use of the Software on a CPU or peripherals other than the CPU and peripherals for which the Software was designed and licensed.
(b) Support Services do not include any hardware components of your system or for any software not supplied by Abila, including but not limited to computers, hard disks, operating systems, databases, third-party software, network servers, printers, bar code readers, cash drawers or any software associated with such hardware devices.
(c) Portions of the Software that have been modified, portions of the Software that have data tables that have been modified (including the manual addition and deletion of data) by any method other than directly through the Software’s user interface, and program objects that have been modified are not part of the Software and, accordingly, are not eligible for Support Services or updates. Additionally, modified portions of programs that post data to other modules or database tables may limit the extent of the Support Services that Abila will be able to provide on the unmodified modules and programs. Any request for support services of such custom software, if accepted by Abila, shall be charged and invoiced to you at Abila’s then-current rates.
(d) Abila’s Support Services are provided “AS IS,” and all warranties regarding such services, whether expressed or implied, are excluded, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No employee, agent or representative of Abila, or any third party, is authorized to make any representation or warranty with respect to any Support Services, other than those representations and warranties set forth herein.
Support Services are renewable through either Abila or a Abila Business Partner. For customer convenience, Abila offers an automatic renewal process that provides you with advance notification of the expiration date of your Support Services.
Services plans are nonrefundable
Support Services commitments are not cancellable. No refunds will be issued for under-utilized plan benefits.
Support Services plans are designed to be continuous as software improvement is continuous. In the event you allow your Support Services to lapse, you will be required to pay one year of Support Services for the current year, plus a fee corresponding to the length of time your Support Services were lapsed and a reinstatement fee in order to renew your Support Services.
Purchasing new modules
As a Support Services subscriber, you are provided with product updates and critical technical information as they become available. Only current Support Services customers, who have the latest version of the Software that is compatible with new Software modules, may purchase our new modules.
Payment, pricing and acceptance
You agree to pay all fees invoiced by Abila for your Support Services in the currency specified therein within 30 days after the date it becomes due and payable. Abila may increase the annual Support Services fees for any renewal term, which shall be due and payable upon invoice. A $50.00 (U.S.) charge will be added to the amount of any dishonored check, charge, debit or transfer. You agree to pay any applicable late fees or penalties should any check, charge, debit or transfer be refused by your financial institution for any reason. By installing, using or accepting delivery of the Software, you agree to be bound by the EULA and these terms and conditions. Unless otherwise indicated on your invoice, all amounts set forth therein are exclusive of taxes, insurance and shipping and handling charges and you are is responsible for payment thereof.
Term and termination
Subject to your payment of all applicable fees, the term of the Support Services starts on the date indicated on your invoice and shall continue in full force and effect for a one-year period or such other period expressly set forth on the invoice (“Initial Term”). Subject to your payment of the renewal and other applicable fees, the Support Services shall renew for successive one-year terms or such other period as expressly set forth on the invoice (each a “Renewal Term”). Support Services shall terminate upon (a) your failure to timely pay any renewal or other fees, as specifically set forth on any invoice; (b) your delivery of a written notice of termination to Abila, provided that you are not in breach of any terms of the EULA; or (c) your breach of any of the terms and conditions of the EULA or these terms and conditions, provided that Abila hereby reserves all rights and remedies available to it as a result of such breach. Upon expiration or termination of the EULA for any reason, you acknowledge and agree that you shall not be entitled to, and Abila shall have no obligation to issue, a refund or offset of any amount owed or paid to Abila by you. Abila has no obligation to refund any amounts paid by you to Abila.