THIS DOCUMENT IS A LEGAL AGREEMENT ("Agreement") BETWEEN SPIDER FINANCIAL CORP. ("SPIDER") AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE UNDERTAKING THE AGREEMENT DESCRIBED BELOW ("Customer") IN RELATION TO SPIDER SUPPORT SERVICES. For a period of one (1) year from the date of purchase or renewal of a support term ("Effective Date"), SPIDER will supply the services described in Section 1 below ("Services") to the Customer with respect to the Software described in Section 1, for which SPIDER has granted a license to the Customer pursuant to a software license agreement (the "Software License Agreement") by and between SPIDER and the Customer.
1. Included Services
All support plans listed below apply only to the products ‘NumXL’ and do not apply to any other application, library or product developed or sold by SPIDER. Any support provided for products other than NumXL will be governed by a separate agreement. All support features listed below are available only for the Maintenance Term plus any extensions or renewals, and such support features will become unavailable immediately upon termination of this Agreement.
All support plans include the following features:
- All issues addressed directly by developers
- Unlimited ticket-based priority support
- Guaranteed response within one (1) business day
- Issue escalation to product development team
- Hotfixes / emergency patches in the event of bugs
- Remote troubleshooting
2. Terms of Support
2a. Hours of Availability
Access to all web-based support features (online documentation, FAQi, ticket systems and help forums) are generally available 24 hours a day, 7 days a week, 365 days a year, barring unforeseen interruptions in Internet service or planned exceptions by SPIDER. Notwithstanding anything to the contrary in this Agreement, such availability is not guaranteed by SPIDER. Any planned exceptions to the availability of support services will be communicated on the SPIDER website as far in advance as possible.
2b. Response Time
The response time listed in the support plan is the elapsed time between the receipt of a support request via the ticket system and the time when SPIDER begins the support service, including a verbal or written confirmation to the Customer thereof. The actual time required to fully resolve the support request, if such full resolution occurs, may be longer than the maximum response time listed.
2c. SPIDER's Responsibilities
SPIDER will use commercially reasonable efforts to assist the Customer to resolve problems relating to the use of the Software as described in Section 1. SPIDER makes no guarantee that it can, or will, solve any problems with respect to the Software as presented by the Customer, and further disclaims any warranties above and beyond any limited warranties that may have been expressly made by SPIDER in the Software License Agreement. SPIDER will offer Services for the then-current version of the Software. Under no support plans will generic Microsoft Excel issues be addressed by the SPIDER support team.
2d. Customer's Responsibilities
The Customer is responsible for all hardware, operating systems, network setup, network maintenance, setup, and use of any file access control systems required in the support of the Software. The Customer may be required to grant SPIDER certain limited access rights to the Customer's proprietary computer systems so that SPIDER may render support services. The Customer is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software. If SPIDER determines, in its sole discretion, in responding to a Customer request for support, that the solution is provided in available media (including, but not limited to, the documentation FAQ, tutorials and examples, websites or support forums), SPIDER may direct the Customer's personnel to the appropriate media for the solution to the problem.
2e. TERM AND TERMINATION
SPIDER’s provision of support services to the Customer will commence on the Effective Date and will continue for an initial term of one (1) year. At the end of the term the Services automatically terminate if they are not renewed. The Customer may choose to renew Services at any time, subject to SPIDER’s written agreement.
3. Disclaimer: Limitation of Liability
SPIDER shall not be responsible for providing Services in cases where issues are caused by any of the following:
- Customer’s misuse, improper use, misconfiguration, alteration, or damage of the Software;
- Customer’s use of the Software with any hardware or software not supplied or supported by SPIDER ;
- Customer’s failure to install an update to the Software if such update would have resolved the issue; or
- Customer’s use of the software in a manner not in accordance with the Agreement. SPIDER shall have no responsibility for loss of or damage to the Customer’s data, regardless of the cause of any such loss or damage.
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, RELATING TO PRODUCTS OR SERVICES FURNISHED TO CUSTOMER HEREUNDER. SPIDER SPECIFICALLY DISCLAIMS AND EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, WHETHER MADE BY SPIDER EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, WILL BE DEEMED TO BE A WARRANTY BY SPIDER FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF SPIDER WHATSOEVER.
IN NO EVENT (i) SHALL SPIDER 'S MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED ACTUAL DIRECT DAMAGES CAUSED BY THE SPECIFIC PRODUCT OR SERVICE COMPLAINED OF, (ii) SHALL SPIDER 'S MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED THE TOTAL AMOUNT OF FEES PAID HEREUNDER, OR (iii) SHALL SPIDER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS AND THE LOSS, DAMAGE OR DESTRUCTION OF DATA) EVEN IF SPIDER HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
No limitation as to damages for personal injury is hereby intended. Some states do not allow the exclusion or limitation of incidental or consequential damages under certain circumstances and the above exclusion or limitation may not apply.
SPIDER and the Customer are independent parties, and nothing in this Agreement shall be construed as making them partners or as creating the relationship of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any other obligations, express or implied, in the other party's name or on its behalf.
You agree to be identified as a customer of SPIDER Financial and you agree that SPIDER may refer to you by name, trade name and trademark, if applicable, and may briefly describe your business in our marketing materials and web site. All notices given under this Agreement shall be effective upon receipt and shall be in writing and sent to the address of the other party set out at the beginning of this Agreement or to any replacement address of which the other party has been given notice in accordance with this Section. In no event shall either party be liable for any delay or failure to perform under this Agreement which is due to causes beyond the reasonable control of such party.
This document contains the entire agreement between the parties relating to the matters covered by it, superseding all other oral or written representations, understandings, proposals, or other communications between the parties. This Agreement may be modified only by a written instrument signed by an authorized representative of each party. The Customer may assign this Agreement if all or a substantial portion of the Customer’s business or assets are purchased or restructured (including by acquisition or merger), provided that: (i) Customer may not, without SPIDER’s prior written consent, assign to a successor-of-interest that is (or is owned or controlled directly or indirectly by) a competitor to SPIDER’s business or is in litigation or legal dispute with SPIDER. Otherwise, neither party may assign this Agreement without the permission of the other.
In the event that any provision of this Agreement is for any reason void or unenforceable in any respect, such provision shall be without effect to the extent of the voidness or unenforceability, without affecting such provision in any other respect and without affecting any other provision.
No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has been or reasonably should have been discovered, or, in the case of an action for nonpayment, more than two years after the date the last payment was due.
Should you have any questions concerning this agreement, or if you desire to contact the Owner for any reason, please contact us at https://www.numxl.com/support.
SPIDER FINANCIAL CORP
Last Update: March, 30th, 2012