By using Supply Vision's online application you agree to the following terms and conditions:
COMPUTER SERVICES AND SOFTWARE AGREEMENT
TERMS AND CONDITIONS
1. PURPOSE. The purpose of this Agreement is to set forth the terms and conditions by which Supply Vision will provide Customer with computer software, software development services, network support services and/or consulting services with respect to specialized software, including but not limited to custom database software and web applications software (collectively, the "Services"), in accordance with the specifications indicated on the first page hereof.
2. SCOPE. Customer and Supply Vision acknowledge that Customer's purchase of such Services is a separate transaction from Customer's purchase of any other Supply Vision product or services, and that this purchase is in no way intended to modify any other payment agreements that Customer may have with Supply Vision.
3. CHARGES. An initial payment equal to 50% of the solution pricing and any subsequent change orders will be required before work can begin. Completed work will be delivered for customer review and acceptance before remaining charges are billed. The Services to be provided hereunder shall be billed and are payable Fifteen (15) days after the date of the invoice provided work is satisfactory to the Customer. Any work outside of this agreement will be identified and communicated on a change order and will require the approval/authorization from the Customer prior to any work commencing or subsequent charges being issued for said work. Work performed outside of this Agreement will be invoiced at Supply Vision's then current rates, with payment due within Fifteen (15) days after the date of the invoice.
Additional services and expenses that are chargeable to Customer include:
for transportation, to include but not limited to airfare, rental car, taxi,
etc. and hotel accommodations for Supply Vision employees outside of the
(b) Standard documentation is included as is documentation for custom functionality if it has been specified in this agreement. However, spare parts, software, documentation, long distance calls and other non-labor services, which are performed on Customer's behalf will be passed through and billed to the Customer. If additional software is needed, Supply Vision will get Customer’s permission before purchasing.
4. LICENSE. Software not developed by Supply Vision will follow the manufacturer’s license agreement. If any software developed by Supply Vision, including but not limited to, system software, application software and accounting software, is sold or transferred to or developed for Customer by Supply Vision pursuant to this Agreement, Supply Vision hereby grants to Customer a perpetual, non-exclusive, non-transferable license (without the right to grant sub-licenses) to use such software in object code form during and beyond the term of this Agreement. The Customer is not permitted to give or sell the software to any 3rd party. The Customer cannot setup the software as a service that they sell to other 3rd Party companies. No promises are implied about the functionality of the software beyond what is spelled out as custom work in this agreement. The software works exactly as the client viewed it during their live demonstration. Supply Vision will correct any bugs identified by the customers use of the system and defined as code that is structured in such a way that it causes the system to generate an error. Functionality that does not generate an error but could be written to perform a task in a different manner will not be defined as a bug and will be handled as an enhancement request or change order. In addition if a form or report fails to display data to a labeled field on the form or report without generating an error and the data has been entered into the system, this will be corrected by Supply Vision.
(a) The annual maintenance fee entitles the customer to toll free telephone and e-mail support during normal maintenance hours. It includes bug fixes as well as new features and functionality that are developed and become available for the software that the customer has purchased.
5. CONFIDENTIALITY. Customer acknowledges and agrees that all software licensed hereunder, together with all of the concepts, trade secrets, and copyrights contained therein are and shall at all times be the exclusive, unique and valuable property of Supply Vision. Customer shall not copy such software or disclose the software to third parties without the prior written consent of Supply Vision. Customer shall take all reasonable measures necessary to protect the software, including the preservation of and copyright notices and other proprietary notices supplied or requested by Supply Vision, and shall strictly ensure that the software is not disclosed by Customer or its employees or agents to any third persons or entities without the prior written consent of Supply Vision. Customer shall not reverse-compile, reverse-assemble or otherwise reverse-engineer any of the software licensed hereunder.
Customer acknowledges and agrees that any violation of this Section by Customer will result in irreparable harm to Supply Vision and that money damages would provide an inadequate remedy. Accordingly, in addition to and not in limitation of, all other rights and remedies that may be available to Supply Vision, Supply Vision shall be entitled to injunctive and other equitable relief to restrain any such violation. The provisions of this Section 5 shall survive any termination of this Agreement.
(a) This Agreement shall commence on the date stated on the first page hereof and shall continue in effect until terminated according to Section 6(b). All licenses hereunder shall be perpetual, unless earlier terminated according to this Section 6(b). Annual maintenance is required to provide support and feature updates and annual maintenance fees must be paid according terms in Section 3. Annual maintenance provides both support of the application and updates of new features and functionality. If maintenance is not paid the customer will lose access to support and new features but is entitled to continue using the application in its current format when maintenance coverage lapses. In order to reinstate maintenance the customer must submit all outstanding maintenance payments.
(b) Without prejudice to any other of its rights or remedies, either party may terminate this Agreement upon thirty (30) days prior written notice if the other party has failed to perform any material obligation required to be performed pursuant to this Agreement, not including maintenance fee payments beyond the first year, and such failure has not been cured within such 30-day period. Provided, however, Supply Vision shall have the right to immediately terminate this Agreement upon any default by Customer in connection with payments due hereunder.
(c) Upon termination of this Agreement for any reason by either party, Customer shall immediately cease use of any and all software licensed hereunder and shall, within ten (10) days after such termination, deliver to Supply Vision all copies of such software and related materials and documentation, or portions thereof furnished by Supply Vision hereunder. Customer shall also warrant in writing that all use by Customer of such software or any portion thereof has been permanently discontinued. Upon termination of this Agreement, Supply Vision's obligation to provide warranty or other services hereunder shall cease.
7. DEFAULT. Customer shall be in default hereunder (i) upon Customer's failure to make any payment, other than a maintenance payment, after 10 days written notice of default; failure to make a maintenance payment within 10 days after the renewal date will forfeit the customers ability to receive support and product updates: (ii) upon Customer's breach of any provision of this Agreement; (iii) upon the filing by or against the Customer of any proceeding under any Federal or State, bankruptcy, insolvency or similar laws; (iv) when Customer enters into receivership or any arrangement for the benefit of creditors. In the event of such default by Customer, Supply Vision shall have the right to terminate this Agreement, declare all unpaid amounts due Supply Vision immediately due and payable, retain any payments made in advance as an offset to and reduction of damages incurred by Supply Vision (but not as liquidated damages), cancel the delivery of any software or Services remaining undelivered, sue for damages, seek specific performance and/or pursue any other remedies available at law or in equity. All of the foregoing rights and remedies of Supply Vision shall be cumulative. The Customer agrees to pay all of Supply Vision's reasonable costs and expenses, including but not limited to attorney's fees, court costs, expert witness fees, and court reporter fees, related to Supply Vision's enforcement of its rights hereunder and/or in connection with any collection action instituted by Supply Vision against Customer pursuant hereto. The customer can review the software in its current form as much as necessary to determine that it will meet their needs. The project implementation process includes a detailed project plan with detailed action items that will be performed. The customer is asked to approve the project plan before work begins and again prior to go live to ensure they are satisfied with the final results. Supply Vision will work with the customer to ensure that the stated objectives have been met.
8. LIMITED WARRANTY.
(a) EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE SOFTWARE LICENSED HEREUNDER, THE SERVICES PROVIDED HEREUNDER AND/OR THIS AGREEMENT.
(b) IN NO EVENT SHALL Supply Vision BE LIABLE TO CUSTOMER FOR LOSS OF PROFITS, DOWNTIME OR OTHER ECONOMIC LOSS, INCLUDING BUT NOT LIMITED TO SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY ALLEGED BREACH BY Supply Vision OF ITS OBLIGATIONS HEREUNDER. Supply Vision SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN FURNISHING SOFTWARE OR SERVICES HEREUNDER.
9. ENTIRE AGREEMENT: MODIFICATION. This Agreement constitutes the entire agreement between Supply Vision and Customer with respect to the software licensed hereunder and Services provided hereunder. This Agreement shall be modified only in writing, signed by the parties.
LAW. The parties agree that this
Agreement shall be governed by and construed in accordance with the laws of the
II. FORUM SELECTION. The parties agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in the courts of the State of Illinois and each party hereby waives any objection which it may have to the laying of the venue of any such suit, action or proceeding and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
12. FORCE MAJEURE. Performance by either party of any obligation required of it hereunder is subject to Acts of God, or the public enemy, war, riot, embargo, fire, explosion, sabotage, flood, accident or, without limiting the foregoing, any circumstance beyond its reasonable control, and upon the happening of any of the aforesaid, it shall not be liable for any related loss, delay or failure to perform.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Customer shall not assign this Agreement to any person or entity without the prior written consent of Supply Vision. Supply Vision shall not assign this Agreement to any person or entity without the prior written consent of Customer
14. SEVERABILITY. If any provision of this Agreement shall be deemed invalid or unenforceable, it shall not affect the remaining provisions of this Agreement.
15. EFFECT OF WAIVER. No delay or omission in exercising any right or remedy accruing to Supply Vision upon any breach or default of Customer shall impair any such right or remedy or be construed to be a waiver of any such breach or default, nor will a waiver of any single breach or default be deemed a waiver of any other breach or default thereafter occurring.
16. RELATIONSHIP. The relationship of the parties is that of independent contractors. Neither party shall be deemed to be the legal representative of the other.
17. NOTICES. All notices to be provided hereunder shall be in writing and shall be sent either by hand delivery or by certified mail, return receipt requested, postage prepaid to the parties at the addresses indicated on the first page hereof. The parties may change their address for notice purposes by providing written notice thereof to the other party in accordance with this Section.
18. EMPLOYEE SOLICITATION. The parties agree not to hire or attempt to hire any employees of the other party during the term of this Agreement and for a period of three (3) years after the termination hereof for any reason. This provision shall survive the termination of this Agreement.