GVE MAINTENANCE AND SUPPORT AGREEMENT
Last Revised: 04-01-2021
This GVE Maintenance and Support Agreement (“Maintenance Agreement”) governs the maintenance and support services provided by GVE Global Vision Inc. (“GlobalVision”) to Client (GlobalVision and Client shall hereinafter collectively be referred to as the “Parties” or individually as a “Party”).
BY PURCHASING OR USING GLOBALVISION SUPPORT SERVICES, CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS MAINTENANCE AGREEMENT.
1.1. “Client” means the individual, corporation, partnership, limited liability company, unlimited liability company, joint venture, governmental authority, unincorporated organization, trust, association, or other entity which has entered into a Master Agreement with GlobalVision.
1.2. “Documentation” means any and all manuals, instructions, materials and other documentation, whether in printed, electronic or any other form, that GlobalVision provides or makes available to Client, as updated from time to time by GlobalVision.
1.3. “Force Majeure Event” means any acts beyond the obligated Party’s reasonable control, including without limitation: acts of God; pandemics; flood, fire, earthquake, tsunami or explosion; electrical, internet or telecommunication outage that is not caused by the obligated Party; acts of war, terrorism, hostility, sabotage, invasion, riot or other civil unrest; government restrictions (including cancellation of export licenses), actions, embargoes or blockades in effect; or national or regional emergency.
1.4. “Incident” means any event which is not part of the standard operation of the Software and which causes, or may cause, an interruption to or a reduction in the quality of the service that the Client encounters when using the Software. Notwithstanding the foregoing, a Software bug or defect shall not be deemed an Incident.
1.5. “Master Agreement” means a Software License Agreement, a Software as a Service (SaaS) Agreement, General Terms and Conditions, or any other applicable agreement entered into by the Parties.
1.6. “Order Form” means the order form for Support Services issued by GlobalVision which is signed by the Parties and which includes information on the Support Services, fees, and other information necessary for the delivery of such services to Client.
1.7. “Resolution” means communicating to the Client a resolution to the Incident, returning operations to normal and enabling Client to use the Software.
1.8. “Software” means the software product(s) (including any add-ons or modules) that are licensed to, or that the right to access and use is granted to, Client under a Master Agreement. Software shall include, without limitation, any and all copies, Updates, firmware, and/or enhancements to the Software.
1.9. “Super Users” mean the individual person(s) authorized to use the Software who have been selected by Client to be the contact person for the creation of support tickets under this Maintenance Agreement. Notwithstanding the foregoing, Super Users must be trained on the Software and certified by GlobalVision for the same.
1.10. “Support Hours” mean Monday through Friday, from 8:30 am to 5:30 pm EST, except on statutory holidays observed in Quebec, Canada. For the purpose of this Maintenance Agreement, Support Hours may also be referred to as “Business Hours”.
1.11. “Support Services” mean the maintenance and support services provided by GlobalVision hereunder, namely the identification, diagnosis and correction of Incidents by GlobalVision’s support team and the provision of Updates.
1.12. “Third Party Materials” mean materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Software or Support Services provided hereunder that are not proprietary to GlobalVision and that are owned by third parties.
1.13. “Update” means a modification which incorporates error corrections, patches and/or bug fixes, and/or which provides functional or performance improvements such as upgrades and new releases, and includes updated Documentation.
1.14. “Workaround” means an action proposed by GlobalVision to Client allowing Client to use the Software to meet its normal business operations until a Resolution is provided. For the purposes of the service levels as outlined under Section 5 below, a Workaround is deemed to be a Resolution.
2. MODIFICATION OF SUPPORT SERVICES
2.1. Modification of Support Services. GlobalVision reserves the right, in its sole and absolute discretion, to modify the Support Services from time to time, and such modifications shall be effective immediately upon the posting of the revised Maintenance Agreement to the GlobalVision website. If any changes made by GlobalVision have a negative material impact on the Support Services, such changes shall take effect as of the renewal of the then-current term of the Master Agreement or support term outlined in the relevant Order Form, as applicable. Client’s use of Support Services after such modifications have been made shall constitute Client’s acceptance of the modified Maintenance Agreement.
3. SUPPORT SERVICES
3.1. Support Hours. GlobalVision’s support team shall be available to Client during the Support Hours. GlobalVision reserves the right to modify the Support Hours at its sole discretion.
3.2. Support Tickets. Client’s Super Users may open a ticket with GlobalVision’s support team by:
Upon GlobalVision’s written request, Client shall designate up to four (4) Super Users and will provide contact details (in particular, e-mail address and telephone number) through which the Super Users can be contacted at any time.
3.3. Support Language. All support communications shall be in English.
3.4. Updates. GlobalVision shall provide Client with Updates that GlobalVision may, in its sole discretion, make generally available to all of its clients at no additional charge. All Updates are deemed Software and are subject to all applicable terms and conditions of the Master Agreement. GlobalVision may develop and provide Updates in its sole discretion, and GlobalVision has no obligation to develop any Updates for the correction of particular issues.
3.5. Installation of Updates. Client commits to installing all Updates promptly after receipt (unless the Software is automatically updated by GlobalVision). GlobalVision may provide Updates via download from a website designated by GlobalVision. Client’s receipt of such Updates will require an internet connection, and Client will be solely responsible to ensure it has the required connection. GlobalVision has no obligation to provide Updates via any other media.
3.6. Exclusions. Support Services shall not include any new technology, new module, new version and/or new release of the Software that GlobalVision may, at its sole discretion, issue as a separate or new product.
3.7. Conditions. GlobalVision reserves the right to make the provision of Support Services, including all or any Updates, conditional on Client’s registration of the Software for which support is requested.
3.8. No Additional Services. GlobalVision’s provision of Support Services does not include the provision of any services for the installation of Updates provided hereunder.
4. REMOTE SERVICES
4.1. Remote Access. GlobalVision may provide Client with remote Support Services to assist in analyzing and resolving any Incident. If such remote access is required to perform the Support Services, Client shall provide GlobalVision with access to its network, system, and/or computers, as the case may be, in order to install and use remote access software (“Remote Access Software”) necessary for GlobalVision to provide Support Services remotely. Any delay by Client in providing access to its network, system, and/or computers will extend the Resolution timeframes below by a period equal to the delay from the time of the request to the time access is granted.
4.2. Client Information. The Remote Access Software contains technological measures designed to permit GlobalVision to collect and transmit certain diagnostic, technical and related information, including information about Client’s computers, systems, network relating to or derived from Client’s use of the Software (“Client Information”). Client acknowledges and agrees that: (a) GlobalVision may collect, process, and use Client Information in the course of performing the Support Services, provided that GlobalVision shall only collect, process and use Client Information that it believes to be necessary in analyzing and resolving any Incident; and (b) all or portions of the Remote Access Software may remain on Client’s network, system, and/or computers, as the case may be, after an Incident is resolved. At all times Client Information will be collected, processed and used 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. INCIDENT MANAGEMENT
5.1. 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. GlobalVision, in its sole discretion and based on the circumstances of the Incident, may reclassify an Incident from one severity level to another and shall notify Client to this effect.
5.2. Resolution Timeframes. The table below outlines GlobalVision’s targeted Resolution timeframes for Incidents.
|Severity Level||Description||First Response||Resolution/
|Urgent||System/service down. Production issue affecting all users. Business-critical work cannot be performed.||1 Business Hour||8 Business Hours|
|High||Performance problem. Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users.||4 Business Hours||16 Business Hours|
|Medium||Partial, non-critical loss of functionality and impaired operations of some components but users can continue using the services.||6 Business Hours||24 Business Hours|
|Low||Information requested on application capabilities, navigation, installation or configuration. The services are functioning with minor or no impediments.||24 Business Hours||48 Business Hours|
5.3. Response Time and Resolution. GlobalVision will use commercially reasonable efforts to: (a) respond within the applicable response time outlined in the table above; and (b) provide a Resolution or Workaround to an Incident. Notwithstanding the foregoing, GlobalVision does not guarantee that it will be able to respond to an Incident within the applicable response time or that it will be able to provide a Resolution or Workaround to any Incident.
5.4 Effect of Failure or Delay.. GlobalVision shall not be responsible or liable if the performance of its obligations is prevented or delayed due to Client’s own delay or failure to perform any of Client’s obligations under this Maintenance Agreement.
5.5 Exceptions. GlobalVision has no obligation to provide Support Services relating to Incidents that, in whole or in part, arise out of or result from:
(a) the use of Software that is no longer supported by GlobalVision;
(b) modifications or damages to the Software attributable to Client or any third party;
(c) any operation or use of, or other activity relating to, the Software that is not in accordance with 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 expressly permitted in writing by GlobalVision;
(d) any negligence, abuse, misapplication, or misuse of the Software by Client;
(e) Client’s failure to promptly install any Updates that GlobalVision has previously made available to Client;
(f) the operation of, or access to, Client’s or a third party’s system or network;
(g) 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;
(h) any breach of or noncompliance with any provision of the Master Agreement or this Maintenance Agreement; or
(i) any Force Majeure Event or any unusual physical, electrical or electromagnetic stress.
5.6 No Updates. GlobalVision has no obligation to provide Updates:
(a) for any version or release of the Software that is not the most current one;
(b) for any Software for which all previously issued Updates have not been installed by Client;
(c) in the event Client has breached any of its obligations under the Master Agreement or this Maintenance Agreement; or
(d) 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.
6. CLIENT OBLIGATIONS
6.1 Client Obligations. In order to benefit from the Support Services herein, Client must:
(a) notify GlobalVision of any Incident and provide reasonable details of the nature and circumstances of such Incident;
(b) comply with all terms and conditions of the Master Agreement;
(c) use the Software solely in accordance with the Documentation;
(d) set up, maintain, and operate all environmental conditions and components, including all networks, systems, and hardware, in or through which: (a) the Software operates; and/or (b) Client accesses or uses the Support Services;
(e) provide GlobalVision’s support team with all such cooperation and assistance as they may reasonably request, or as reasonably required, to enable GlobalVision to perform its obligations, and exercise its rights, under this Maintenance Agreement;
(f) except as otherwise permitted by GlobalVision in writing, only run the current release or version of the Software that GlobalVision has made available to Client; and
(g) except as otherwise permitted by GlobalVision in writing, install all Updates within a reasonable period of time from the date they are made available to Client (unless the Software is automatically updated by GlobalVision).
7. REPRESENTATIONS AND WARRANTIES
7.1 Quality of Services. GlobalVision represents and warrants that 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 Maintenance Agreement.
7.2 Beta Services. 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 representations or warranties of any kind for such Beta Services. Use of Beta Services shall be at Client’s sole risk as such services may contain 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. Client agrees to receive correspondences 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 which can be cancelled at any time by GlobalVision in its sole discretion with or without notice.
7.3 Client Data. Client represents and warrants to GlobalVision that Client owns or otherwise has the necessary rights and consents in and relating to any data provided to and processed by GlobalVision hereunder, and such data does not and will not infringe, misappropriate or otherwise violate any third party intellectual property rights privacy rights or any other rights, nor will such data violate any applicable laws.
7.4 DISCLAIMER. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, THE SOFTWARE, DOCUMENTATION AND SUPPORT SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GLOBALVISION HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY, QUIET POSSESSION AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, GLOBALVISION MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, DOCUMENTATION, SUPPORT SERVICES, OR ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, MATERIALS, OR PRODUCTS PROVIDED HEREUNDER WILL (A) MEET CLIENT’S OR ANY THIRD PARTY’S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION OR THAT ERRORS WILL BE CORRECTED; (C) ACHIEVE ANY INTENDED RESULTS; (D) BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES; OR (E) BE SECURE, ACCURATE, COMPLETE, OR FREE FROM ERRORS, DEFECTS OR HARMFUL CODE.
7.5 EXCEPTIONS. GLOBALVISION DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATION FACILITIES, INCLUDING THE INTERNET, AND THEREFORE THE SUPPORT SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATION FACILITIES. GLOBALVISION IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. THIS MAINTENANCE AGREEMENT DOES NOT AMEND GLOBALVISION’S WARRANTIES UNDER THE MASTER AGREEMENT, OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREIN.
8. LIMITATION OF LIABILITY
8.1. DISCLAIMER OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL GLOBALVISION, OR ANY OF ITS RESPECTIVE LICENSORS, SUBCONTRACTORS, OR SERVICE PROVIDERS BE LIABLE TO CLIENT OR ANY THIRD PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) LOSS OF DATA, BUSINESS, REVENUE, PROFIT, GOODWILL, OR REPUTATION; AND (B) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION A FAILURE TO REALIZE EXPECTED SAVINGS), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THIS MAINTENANCE AGREEMENT, REGARDLESS OF WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR WHETHER OR NOT GLOBALVISION OR ANY OF ITS RESPECTIVE LICENSORS, SUBCONTRACTORS, OR SERVICE PROVIDERS HAVE BEEN ADVISED OF OR WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
8.2. LIMITATION OF LIABILITY. IN NO EVENT WILL THE MAXIMUM, AGGREGATE LIABILITY OF GLOBALVISION AND ITS RESPECTIVE LICENSORS, SUBCONTRACTORS, AND SERVICE PROVIDERS, UNDER OR IN CONNECTION WITH THIS MAINTENANCE AGREEMENT OR ITS SUBJECT MATTER, WHETHER DIRECT OR INDIRECT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO GLOBALVISION BY CLIENT FOR THE SUPPORT SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OUT OF WHICH THE LIABILITY AROSE.
8.3. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF CLIENT’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
9. GOVERNING LAW
9.1. Governing Law. This Maintenance Agreement and any claims arising out of or relating to this Maintenance Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, or any other laws mutually agreed upon by the Parties in the Master Agreement, without reference to its conflict of law principles. Any legal suit, action or proceeding arising out of or related to this Maintenance Agreement shall be instituted exclusively in the courts in the judicial district of Montreal, Province of Quebec, Canada, or the courts in any other jurisdiction mutually agreed upon by the Parties in the Master Agreement, and the Parties irrevocably submit to the exclusive jurisdiction of such courts in any suit, action or proceeding.
10. ADDITIONAL SUPPORT SERVICES
10.1. Additional Support Services. In order to tailor a support program to Client’s specific needs, GlobalVision offers additional Support Services as outlined below, subject to additional fees. Client can obtain more information on these additional Support Services and their respective fees by contacting its Account Executive.
|Private Hosting Services||In the event that Client data is privately hosted by GlobalVision, hosting fees shall be charged separately from any and all maintenance and support fees.|
|Additional Optimization (provided remotely)||All installation requirements must be clearly communicated to GlobalVision before installation is complete. Any additional optimization required after the initial installation is complete shall be considered an additional support service. A remote session covers one (1) case; two (2) hours maximum.|