Points North Software as a Service License Agreement
Customer signature on a Points North order form specific to the Points North Software-as-a-Service known as ARCHConnect , is thereby acknowledgement of Customer review and acceptance of the terms and conditions of this agreement.
License
Points North hereby grants Customer a non-transferable, non-exclusive single-site license to use the Software solely for Customer's own internal purposes. Title and ownership of the Software and of the copyright in the Software remain with Points North. Customer may not make copies of the Software (except for backup purposes), nor assign, sell, distribute, lease, rent, loan, sublicense or otherwise transfer the Software. Customer may not alter, modify or adapt (nor cause to be altered, modified or adapted) the Software.
License Subscription. (Monthly Store Fees) Customer agrees to pay the License Subscription as set forth in the term face sheet. The License Subscription shall be payable monthly and shall annually be adjusted on each anniversary of System Activation by the lesser of (a) 3%; or (b) the percentage increase in the consumer price index (all urban cities) prepared by the U.S. Department of Labor for the December immediately preceding such anniversary date over that from twelve months prior. The License Subscription shall commence on the first of the month following deployment of the application. The License Subscription will be paid by automatic electronic debit, unless otherwise agreed to at time of purchase. Failure of Customer or other third party systems and procedures, including data transfer failure, does not invalidate contracted License Subscription fees.
Customer's Responsibilities and Application Dependencies. Customer will accept and execute the system via applicable means per product requirements. Points North will not knowingly provide integration with any third party software that is not supported by that third party software manufacturer or VAR (reseller). Disclosure of such after execution of this document is cause for cancellation of the project. Failure of Customer or other third party systems or procedures, including failure of Customer or third party in providing useable data (data transfer failure) to Points North System that requires Points North System adaptation to correct or mitigate Customer or third party system dependencies, is billable at Points North current standard development rate. Cancellation of the project under this category does not relieve applicable sections of this agreement specific to fees.
Testing. Testing of the System is completed during deployment and training. Testing does not include IT support regarding permissions, security issues, or other Customer IT infrastructure issues, nor does it include Points North resources in identifying, interpreting, troubleshooting, or translating third party or Customer data errors affecting the provided System and its logic. Such assistance is strictly considered professional services and is billable at the Points North standard hourly rate. Hours applied by Points North on functional logic impairments or defects of the system after the testing period are billable at the standard hourly rate.
System Training. Points North offers a scheduled one-time remote training session with deployment of the System specific to the use of the System. It is expected that a customer will have all applicable staff relative to use of the System available for this training. Points North provides user and 'train the trainer' in its training model for that session. Points North may, at its discretion, provide additional remote training regarding the general use of the System, as requested by Customer for up to one additional hour. Any additional remote training services requested will be provided to the Customer at Points North's standard hourly rate.
Support
Support is available Monday - Friday 8:30am- 5:00pm CST. Discovery provided on issues determined as imported data issues, IT issue, and/or third party systems affecting the Points North Software are considered professional consulting services and are billable at the standard billable support rate.
Term
This license is effective until terminated with 30 days written notice by client after a minimum 12 month License term, benchmarked from the date of deployment of the Software to Customer. This license will terminate and Customer access to the Software will be removed in the event of a breach of the terms and conditions contained in this License Agreement, including, without limitation, breach of payments for the Software.
Limited Warranty
Points North warrants that the Software will substantially conform in all material respects to the accompanying user manual, provided that they are used on the computer equipment and the operating system for which they were designed. The Products, however, are of such complexity that it may have inherent defects, and Customer agree that the sole remedy for such defects shall be limited to, within reasonable time, Points North providing all reasonable Software services to correct documented logic errors. This warranty shall be null and void in the event that the Software is installed on computer equipment or operating systems not consistent with the equipment and environment for which they were designed, are modified, or merged with incompatible software products.
EXCEPT AS OTHERWISE SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
PURCHASE OF THE SOFTWARE IS FINITE, AND POINTS NORTH IS NOT RESPONSIBLE FOR REPLACING THE SOFTWARE DUE TO LOSS OR DAMAGE OF ANY KIND AFTER INITIAL DEPLOYMENT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL POINTS NORTH LIABILITY TO CUSTOMER FOR DAMAGES HEREUNDER FOR ANY CAUSE WHATSOEVER EXCEED THE AMOUNT PAID BY CUSTOMER FOR USE OF THE PRODUCT. IN NO EVENT WILL POINTS NORTH BE LIABLE FOR ANY LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF POINTS NORTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.