Yearly Support and Update Service Program

(Revision 1 March 2015)

  • 1. PARTIES
    • 1.1 Mangosoft LLC the registered office of 101 Sierra Ridge Dr San Marcos Texas 78666  ("Supplier").
    • 1.2 Purchaser of Software Maintenance ("Customer").
  • 2. BACKGROUND
    • 2.1 The Supplier has supplied and licensed certain software products (“Software”) to the Customer under the terms of the End User License Agreement.
    • 2.2 The Customer has purchased support and maintenance (“Services”) for such Software on the terms set out, but not limited, to this agreement.
  • 3. TERMS AND CONDITIONS
    •  3.1 In consideration of the mutual covenants contained herein and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party hereto) the parties agree as follows:
    • 3.2 As long as the Customer pays the applicable charges (“Charges”) in advance for the Services, the Supplier or its authorised partners will provide the Customer with access to customer support, new version upgrades and maintenance updates made available by the Supplier on the terms and conditions set forth in this agreement, unless such version upgrade or maintenance update contains a separate license.
    • 3.3 Subsequent renewals of the Services will be charged at the rate shown in the Supplier's current price list.
  • 4. THE SUPPLIER’S RESPONSIBILITIES SUPPORT
    • 4.1 The Supplier shall provide email and telephone support for assistance with technical questions related to the Software for Customers who have purchased the Services. Such support shall be given by emailing support@mango1.zendesk.com, or via the support website at https://mango1.zendesk.com.
    • 4.2 It will be assumed that users of this service are generally familiar with the Software and with the use of licensing tools and networking infrastructure. The Supplier may restrict the use of this service if the Customer repeatedly makes requests for information, which is contained in the Software documentation. The Supplier is not responsible for advising on setting up a network to allow the Software to function.
    • 4.3 If the Customer discovers a fault in the Software and reports it to the Supplier, together with any further information such as error messages, circumstances and test material, which the Supplier may request, the Supplier will investigate and either advise the Customer of a means of successfully undertaking the required operation, or will supply the Customer with a bug number for their reference. The Supplier cannot guarantee resolution or the results of any Services or assistance that may be provided.
    • 4.4 The Supplier does not provide on-site support services.
    • 4.5 The Supplier does not provide support for render farm management software, third party software/gizmos/plug-ins unless otherwise stated on the Supplier website.
    • 4.6 The Supplier cannot guarantee functionality of the Software on operating systems or host system software that have not been advertised as supported on the Supplier website. If the Customer proceeds to install the Supplier’s Software on unsupported systems, then they do so at their own risk and will be unsupported.
    • 4.7 UPGRADES
      • 4.7.1 The Supplier shall issue maintenance releases of the Software and documentation as and when required and in whatever form (including, by way of a local fix or patch of the Software or a temporary by-pass solution) in the absolute discretion of the Supplier.
      • 4.7.2 The Supplier will endeavor to provide news of upgrades and technical support to the technical representatives of the Customer.
      • 4.7.3 In relation to maintenance updates and version upgrades, if the Supplier releases a new version or update and the Customer decides not to acquire and install such new version or update, that decision shall not give rise to any responsibility for the Supplier to correct errors or provide bug fixes in relation to any earlier releases or further attempts to fix the issue other than offering the upgrade or update to their present version.
  • 5. THE CUSTOMER'S RESPONSIBILITIES
    • 5.1 The Customer will notify sales in order to register the names of up to 5 employees who shall then become the technical representatives of the Customer.
    • 5.2 The Customer will co-operate with the Supplier in performing the Services and provide any assistance or information as may reasonably be required by the Supplier, including in relation to the diagnosis of any faults.
    • 5.3 The Customer will report faults promptly to the Supplier.
  • 6. LIMITED LIABILITY
    • 6.1 Except as expressly stated in clause 6.2:
      • 6.1.1 the Supplier shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
        • 6.1.1.1 special damage, even though the Supplier was aware of the circumstances in which such special damage could arise;
        • 6.1.1.2 loss of profits;
        • 6.1.1.3 loss of anticipated savings;
        • 6.1.1.4 loss of business opportunity;
        • 6.1.1.5 loss of or goodwill; or
        • 6.1.1.6 loss of, or damage to (including corruption of), data.
      • 6.1.2 the Customer agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability otherwise than in accordance with the express terms of this agreement; and
      • 6.1.3 the aggregate liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement or the Services shall not, under any circumstances, exceed a sum equal to the Charges paid by the Customer to the Supplier in the 12 month period preceding the claim or liability arising.
    •  6.2 The exclusions in clause 6.1 shall apply to the fullest extent permitted by law, but the Supplier does not exclude or limit its liability for (a) death or personal injury caused by its negligence or that of its officers or employees, (b) fraud or (c) any other obligations or liabilities which cannot be excluded by law.
    • 6.3 The Customer acknowledges that:
      • 6.3.1 it is exclusively responsible for:
        • 6.3.1.1 reviewing any new modifications;
        • 6.3.1.2 ensuring that the staff of the Customer and its Affiliates (if applicable) are trained in the proper use and operation of the Software;
        • 6.3.1.3 making regular backup copies of its data to ensure recovery of its data if the Software malfunctions; and
        • 6.3.1.4 the selection, use of and results obtained from any other programs, equipment, materials or services used in conjunction with the Software.
      • 6.3.2 it is in a better position than the Supplier to assess and manage its risk in relation to use of the Software.
    • 6.4 All dates supplied by the Supplier for the delivery of the modifications or the provision of Services shall be treated as approximate only. The Supplier shall not be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
    • 6.5 All references to the Supplier in this clause shall, for the purposes of this clause only, be treated as including all employees, subcontractors and suppliers of the Supplier and its partners all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.
  • 7. DURATION AND TERMINATION
    • 7.1 Supply of the Services by the Supplier to the Customer shall commence on the date of purchase of the Services and, subject to termination in accordance with the provisions of this agreement, shall continue for 12 months, unless otherwise expressly agreed to in writing by Mangosoft LLC.
    • 7.2 The Supplier shall be entitled to terminate this agreement by notice taking effect immediately if the Customer fails to pay any Charges when due.
    • 7.3 If the customer is purchasing the Services again following the termination of a previous Support and Update Subscription Program, the Supplier will charge the Customer for a new one year contract at the appropriate rates advertised on the Supplier's web site. In addition, if 30 days have lapsed since termination of the previous agreement, the Supplier may also charge the Customer a reinstatement fee of 150% of the new contract fee, prorated according to the elapsed days between the termination of the previous agreement and the start of this agreement.
  • 8. MISCELLANEOUS
    • 8.1 Any notice to be given under this agreement shall be in writing and shall be delivered personally, or sent by special delivery or by commercial courier, or by fax to the other party at its address or number stated in this agreement or on its then current letter-heading or by email. Notices shall taken effect on actual delivery, provided, in the case of fax or e-mail notices, a transmission report for the full notice can be produced.
    • 8.2 This document contains the whole agreement between the parties relating to its subject matter.
    • 8.3 The Supplier shall have no liability for delay or non-performance of the Services if due to any events or circumstances beyond its reasonable control.
    • 8.4 This agreement shall be governed by Texas law and any dispute shall be subject to the exclusive jurisdiction of the Texas courts.