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1. STANDARD PRODUCT WARRANTY
1.1. Supplier warrants that for a period of one (1) year following delivery of the Supplier’s Products that Products will (a) perform in accordance with published specifications, and (b) will be free from defects in materials or workmanship. In the event a Supplier’s Product does not meet this warranty, subject to the conditions set forth here, Supplier’s sole obligation will be, at its election, to repair or replace the Supplier’s Product in question.
1.2. This warranty does and will not apply to any Supplier’s Products that have been (a) damaged by nature, power surges or improper installation or reflow soldering (multiple passes), (b) altered, abused, or used for a purpose other than the purpose for they were provided, (c) repaired by you or any other party without Supplier’s prior written authorization, (d) otherwise used in a manner inconsistent with any instructions provided by Supplier.
1.3. In the event that Supplier repairs or replaces a defective Supplier Product under this warranty, the repaired or replaced product will be covered through the end of the original warranty period, but no repair or replacement will extend the warranty term past the one (1) year anniversary of the delivery date of the original Supplier Product.
2. HASSLE-FREE INFRASTRUCTURE OWNERSHIP
2.1. Provided an ongoing Software Agreement is in place, Customer purchases a Hassle-Free Infrastructure Ownership Package, and Customer is in good standing, Supplier will support products on an annual basis starting at the one (1) year anniversary, under the same terms as the Standard Product Warranty. This does not apply to Products that have a natural, designed end-of-life, such as battery-powered devices. Supplier reserves the right to replace the defective product with a like item with a substantively similar feature set.
2.2. Any replacement, repair, modification, installation or other service performed by Supplier shall be warranted, commencing with the date upon which repaired Product is returned to Customer, for a period of one (1) year.
3. TECHNICAL SUPPORT (“SUPPORT”) AND DOCUMENTATION
3.1. Support includes the following with respect to Customer’s Covered Products:
3.2. Infrastructure Maintenance and Support are to be provided on an ongoing basis subject to payment by the Customer of fees in accordance Supplier Hassle-Free Infrastructure Ownership Package in effect at the time. If the Customer elects not to renew the then current Hassle-Free Infrastructure Ownership Package, the Customer will no longer be entitled to receive Support or any of the associated Maintenance benefits.
3.3. In order for Customer to reinstate Support services for the applicable Product if Hassle-Free Infrastructure Ownership Package has lapsed, Customer must have a Software Agreement in good standing, and shall pay Supplier the amount of unpaid fees for the period during which Customer was out of Hassle-Free Infrastructure Ownership Package coverage, and enter a new Hassle-Free Infrastructure Ownership Package term not less than one (1) year.
4. SOFTWARE UPDATES AND MAINTENANCE
4.1. Customer is entitled to software Updates for each Covered Product for a period of the Hassle-Free Infrastructure Ownership Package. When at all technically possible, Software Updates will be administered remotely. For certain Software Updates remote update will not be possible, and in those cases, will require purchase of additional on-site services separately.
4.2. Support does not include backward compatibility. Supplier will make every effort to minimize any changes to the API between Releases. In case changes do occur, Support does not cover assistance in updating the integration (unless specifically purchased separately). If Customer requests additional training, consulting or development consultation, it will have to purchase those services from the Supplier.
5. ON-SITE ASSISTANCE
5.1. Prior to any on-site assistance, the solution to specific problems shall be discussed and resolved, whenever possible, by telephone or email or RMA, as outlined in Section 3 of this Addendum. On-site Support is not included in this Support Agreement. When determined by Supplier, Supplier will dispatch resources on-site only with the prior agreement of the Customer. On-site Support is charged per Supplier’s standard service rates, plus travel and entertainment expenses incurred.
6. TECHNICAL SUPPORT PRIORITIZATION
6.1. Supplier shall make available to Customer telephone technical Support twenty-four (24) hours a day, seven (7) days a week, in accordance with the following response matrix:
Complete system failure or failure of one or more essential business functions of the System
Disrupts essential business functions of the System, but the System is not completely unusable
4 Business Hours
System is not performing in a normal manner or is impaired but it can be used
1 Business Day
An Error which is cosmetic or non-disabling from a business standpoint, including Errors causing minor inconvenience, documentation errors, feature requests, and general questions.
3 Business Days
Knowledge base, FAQs, application notes, technical bulletins, software and firmware downloads, etc.
6.2. Customer must have a current Hassle-Free Infrastructure Ownership Package and Software Agreement in good standing, make reasonable effort to have knowledgeable personnel on site when troubleshooting, and be able to access Administrator roles within Customer IT systems.
7. PRODUCT CHANGE / DISCONTINUANCE
7.1. Supplier is required to provide the Product, as specified in the Product List and the applicable Order, during the Term of this Agreement. In the event of any technological or Specification change, Operating Software revision, that would significantly impact Product operation, interchangeability with existing Product, appearance, warranty, life cycle or Customer engineering/quality approvals of any Product, Supplier shall give Customer no less than one hundred twenty (120) days’ advance written notice. Such notice shall include: (i) a Product change number; (ii) a description of such change; (iii) the reason for change; (iv) a description of the impact of such change upon reliability, Product specifications, or form, fit or function; (v) proposed price impact (if any); and (vi) proposed effective date for such change and recommended implementation schedule.
7.2. Supplier shall accept Orders for discontinued Product for a period of at least one hundred twenty (180) days after the notice of discontinuation. Orders for discontinued Product shall only be accepted if delivery is requested within one hundred and eighty (120) days of the effective date of discontinuation.
7.3. Supplier shall accept a Product exchange or return for all Products in Customer's inventory on the effective date of the change or discontinuation, provided it isn’t already earmarked for an existing project. Any Product returned must be unused, undamaged and in the original packaging and condition, and may be returned for an equal dollar value exchange for any other Product offered under this Agreement.
7.4. Supplier shall retain the right to choose the proper approach to ensuring system maintenance and reliability in the event of a discontinuation of any product or service that will not materially degrade system operation.
8. SUPPORT EXCLUSIONS
8.1. Support does not include:
9. SUPPORT AND WARRANTY LIMITATIONS
9.1. SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. IN NO EVENT WILL SUPPLIER BE LIABLE FOR PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR AN AMOUNT IN EXCESS OF THE PURCHASE PRICE OF THE DEFECTIVE SUPPLIER PRODUCT OR PRODUCTS.
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