Biodux Software Support Agreement

BIODUX SOLUTIONS SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT

1.    TERM AND PAYMENT

1.1. Biodux Solutions Software Company (Biodux) hereby offers to provide the following software maintenance and support services for the off-the-shelf software (the “Covered Software”) for which the maintenance services are purchased by the client (“Client”) pursuant to a written order (Order). To the extent that Client and Biodux have entered into a written agreement regarding maintenance and support services for one or more Biodux software, the terms of such written agreement will prevail over this Software Maintenance Agreement with respect to such Biodux Solutions software.

1.2. Client shall pay Biodux a software maintenance fee (the “Maintenance Fee”) annually in advance. Biodux reserves the right to change the Maintenance Fee from time to time upon 30 days written notice, which change shall become effective upon the next Renewal Term.

1.3. Unless otherwise set forth in an Order, these terms and conditions shall be in effect for a minimum of one year, and shall renew automatically for successive one year terms (each, a “Renewal Term”) unless either party provides the other with written notice of its intention not to renew at least 30 days prior to the next renewal date. Without prejudice to its other rights, Biodux may terminate support and maintenance services under in the event that:

  • Client fails to pay the applicable Maintenance Fee.
  • Client’s license to the Covered Software for which Client has purchased support and maintenance services are terminated.

 


2.     SCOPE OF MAINTENANCE


2.1. Biodux will provide the software maintenance and support services listed in Sections 2.2 through 2.5 to the Client for the Covered Software while the maintenance fee for the particular Covered Software is in effect and either paid in full, or by Bi-annual payments of 6 months. “Covered Software” means the unmodified, unimproved release of the Covered Software made generally available by Biodux to similarly situated customers. Biodux shall not be obligated to provide maintenance or support services for any customizations or modifications to the Covered Software as part of the Maintenance Fee. Such services may be available from Biodux for an additional fee. Biodux may provide maintenance and support services for the version of the Covered Software immediately preceding the Current Release at its discretion.

2.2. Biodux will use reasonable efforts to correct any failure in the Covered Software to substantially comply with its Documentation (“Errors”), provided such Errors are identified by Client in writing, are replicable by Biodux, and confirmed by Biodux to arise directly from the unmodified Covered Software. In particular, Biodux Solutions will use reasonable efforts to proceed as described below:

2.3. If an Error causes the Covered Software to be wholly inoperative, or so severely impaired that the Client is unable to use the Covered Software to perform any of its intended functions in accordance with the Documentation supplied by Biodux, (“Severity 1 Error”)

Biodux Solutions will then:

  • within one (1) business day after receiving notice of a Severity 1 Error from Client, assign at least one qualified technician to dedicate full time  within Biodux normal business hours to provide a correction or procedural workaround sufficient to reduce or eliminate the effect of the Severity 1 Error;
  • Within five (5) business days after receiving notice of a Severity 1 Error from Client, We provide an error correction or procedural workaround sufficient to alleviate any material adverse effect of the Severity 1 Error on the operation of the Covered Software.


2.4. If an Error causes the Covered Software to fail to function in material accordance with its Documentation so that one or more material functions are severely impaired but the Covered Software is still operational with respect to other functions (“Severity 2 Error”), Biodux will, within ten (10) business days after receiving notice of a Severity 2 Error from Client, provide an error correction sufficient to alleviate any material adverse effect of the Severity 2 Error on the operation of the Covered Software.

2.5. If an Error reported by Client causes inconvenience, but does not materially and adversely affect the functionality of the Covered Software (“Severity 3 Error”), Biodux will endeavor to include a correction of such Severity 3 Error by the next Update of the Covered Software.

2.6. Biodux will provide Client with support by remote login, telephone or online ticket during the support hours posted at Biodux client support website (http://biodux.com/members) for the Covered Software. Such support is limited to the use of reasonable commercial efforts to answer questions from Client regarding the general utilization of the Covered Software, but does not include support relating to any changes or customizations made to the Covered Software, or assistance with design, development and debugging of code or implementations, including but not limited to creation or deployment of customizations or developments using development or authoring tools licensed by Biodux. In connection with any request by Client for support, Client shall provide Biodux with all information and access to Client’s computers that is reasonably necessary to respond to the request.

2.7. Biodux shall provide Updates to the standard version of the major Covered Software at no additional cost to the Client. “Updates” shall mean maintenance or revised versions of the Covered Software which may include Error corrections and other enhancements that Biodux, at its sole discretion, makes available to Client at no additional charge. Updates shall not include any new releases which contain substantially new or different functionality, which Biodux licenses as separate products or which Biodux creates at the request of a specific Client.

2.8. Client will have access to all regularly scheduled training classes during the duration of this agreement. Individualized training is not covered by this agreement and may be purchased separately.

2.9. Please refer to Appendix A for Biodux support department hours and methods of contact.



3.    OTHER SUPPORT TERMS

3.1. Client shall designate in writing to Biodux up to three (3) appropriate and knowledgeable persons to serve as Client’s liaisons with Biodux and through whom all contacts and questions shall be presented to Biodux. Client’s liaison persons may be changed by Client by providing written or email notice to Biodux.

3.2.
From time to time upon Client’s request, Biodux may provide additional services outside the scope of the Maintenance Services to provide support or correct difficulties or defects caused by Client’s errors, hardware system changes, interactions with other software of Client, assistance with design, development and debugging of code or any authorized changes or customizing made to the Software Programs. The scope and costs of such additional services will be separately agreed upon by the parties in writing.

3.3. In the event that Client makes any unauthorized modifications, enhancements or improvements to the Covered Software, Biodux shall be relieved of its obligations to provide support and maintenance services for any portion of the Covered Software which has been affected, directly or indirectly, by such changes, modifications, enhancements or improvements.



4.    WARRANTY DISCLAIMER.

THE MAINTENANCE AND SUPPORT SERVICES ARE PROVIDED ON AN "AS IS” BASIS WITHOUT ANY WARRANTIES (EXPRESS OR IMPLIED) WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTIABILITY, QUALITY, PERFORMANCE OR FITNESS FOR ANY PARTICULAR PURPOSE.

5.    LIMITATION OF LIABILITY.


BIODUX AND ITS THIRD PARTY SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF BIODUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BIODUX AND ITS THIRD PARTY SUPPLIERS’ LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT FOR THE MAINTENANCE AND SUPPORT SERVICES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK, WHICH IS SET FORTH IN THIS SECTION. The foregoing limitations will apply even if the above stated warranty fails of its essential purposes. Some states do not allow the exclusion or limitation of liability for consequential or incidental damages so the above limitation may not apply.

6.     AMENDMENTS

Biodux reserves the right to amend this agreement from time to time by posting such amended Terms and Conditions on its support website, which shall constitute notice to Client of the amended agreement. Any such amendments will become effective with respect to Client upon the next Renewal Term, and Client’s renewal of Maintenance Services shall constitute acceptance of the amended terms.

7.     GENERAL


If any provision of this agreement is held unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this agreement shall continue in full force and effect. Client may not assign this agreement or any of its rights or duties under this agreement without the prior written consent of Biodux, and any such purported assignment shall be null and void. Subject to the foregoing, this agreement shall be binding upon and shall inure to the benefit of each party, its successors, administrators, heirs, and assigns. This agreement is governed by the laws of the Federal Republic of Nigeria, without reference to its conflict of law principles and without regard to the U.N. Convention on Contracts for the International Sale of Goods. The parties hereby consent to the jurisdiction of the courts located in Ikeja Local Government Area of Lagos state, Nigeria in any action arising out of or relating to this agreement, and agree that any action arising out of or relating to this agreement shall be maintained in the same jurisdiction. In the event of a dispute arising out of or in connection with this agreement, the party prevailing in such dispute shall be entitled to recover its reasonable expenses, costs and attorneys’ fees, in addition to all other appropriate relief. This agreement, together with any Orders or other documents referencing this agreement, constitutes the complete and exclusive understanding and agreement of Biodux and Client relating to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements and communications with respect to the subject matter hereof, including but not limited to the terms set forth in any standard customer purchase order.



APPENDIX A

SUPPORT CONTACT AND AVAILABILITY


The support service covered by this agreement is available during normal business hours, Monday through Friday,

8 am - 6 pm (excluding weekends and holidays) via telephone or web:
Phone: 07029013469, 07029013470
Web: www.biodux.com/members

Phone and email support covered by this agreement is available Monday through Friday, 8am to 6pm – excluding weekends and observed Holidays.
Support availability may occasionally vary from stated hours due to downtime for systems and server maintenance, company events, and circumstances beyond the control of Biodux. Phone support requests will be handled in the order in which they are received. Biodux staff will make a best effort to respond to all support calls within 2 business hours, but this is not a guaranteed response time. Web support requests will usually be processed within one (1) hour.

Note: After-hours remote and phone support is available to Clients on Gold support plan and is limited to 1 hour. Biodux staff will make a best effort to respond to after-hours support calls within 2 hours, but this is not a guaranteed response time.

Contact Biodux Solutions Support for pricing.