This Intelligent Clout, Inc. Software Support Services Terms and Conditions set forth the terms governing the provision of Support Services by Intelligent Clout to its Clients (as used herein, a party entitled to receive Support Services subject to a quote or order shall be referred to as “Client”). Intelligent Clout (or its Associates or Assignees) shall provide Support Services (as defined herein) (“Support Services”) to the Client, per the terms of this Agreement (the “Agreement”). By submitting a ticket using this support ticket system, you agree to all the Terms and Conditions presented herein.
- Definitions.
1.1 “Additional fee” is hourly fee added to the “minimum ticket fee, as agreed between Intelligent Clout and Client. Intelligent Clout is responsible for tracking time spent servicing each support ticket. Each general question is subject to a minimum ticket charge (agreed upon the discretion of Client and Intelligent Clout separately). Software serviced by Intelligent Clout is a complicated computer program. Some general questions may require Intelligent Clout to read and interpret programming language(s), set up separate testing pages or write additional code in order to validate a premise or premises pertaining to Client’s general question. Should responding to the ticket require more time than covered by the “minimum ticket fee”, Client agrees to pay additional fee, calculated based on additional hours spent investigating and responding to the general question raised in the ticket.
1.2 “Error” or “bug” means a failure in the Software to materially conform to the specifications described in the initial feature order. In layman’s terms, an error is indicated by an error message, clearly displayed in the software interface. Blue Cold Fusion error screen, with or without a clear error message or message clearly understandable to Client is also considered an error. All “errors” or “bugs” should be reported in separate support tickets. Intelligent Clout will not respond to tickets submitted to our email addresses. “Errors” or “bugs”, when accepted and confirmed by Intelligent Clout, are exempt from Services Fees.
1.3 “General question” means a question about a feature or a function of the Software. It covers actual or hypothetical performance of the Software where the Software completes a task without an error, however, Client does not understand the outcome or wishes to know why software behaved in a certain way. General questions include any questions regarding to user permissions and any and all performance outcomes that do not result in errors. All general questions should be submitted as support tickets. Intelligent Clout will not respond to tickets pertaining to general questions that are submitted to our email addresses. All general questions are subject to a minimum fee (plus extra billable hours, if applicable) set in a separate Agreement between Intelligent Clout and Client.
1.4 “Minimum ticket fee” is the minimum fee automatically applied to each ticket classified as “general question.”
1.5 “New feature request” means Client’s wish for Intelligent Clout to develop a feature that the software is programmed to perform now. New feature request should not be submitted as tickets and, instead, should be emailed to vladas.krivickas@gmail.com or vladas@inclout.com. All new feature requests are subject to a separate quote and Agreement.
1.6 “Services Fees” means the sum of all fees for Support Services specified in a corresponding Intelligent Clout or reseller invoice.
1.7 “Software” means the computer programs created or licensed for Client.
1.8 “Support Services” means the services available from Intelligent Clout or its designee which provides Technical Support Services for Software and provided in a form of responses to support tickets.
1.9 “Technical Support Services” means the provision of web-based technical assistance with respect to installation, errors and technical product problems provided to Client.
1.10 Time tracking – time recorded by Intelligent Clout as spent resolving tickets submitted by Client.
1.11 “Third Party Products” means any software that is manufactured by a party other than Intelligent Clout or its associates.
- Service Terms
2.1 Provision of Services. Subject to the terms of this Agreement, Intelligent Clout shall provide Client with the Support Services at the rate agreed separately from this Agreement, offered to Client at the discretion of Intelligent Clout.
2.2 Exclusions.
(a) Support Services do not cover problems caused by the following: (i) unusual external physical factors such as inclement weather conditions that cause electrical or electromagnetic stress or a failure of electric power, air conditioning or humidity control; neglect; misuse; operation of the Software with other media not in accordance with the manufacturer’s specifications; or causes other than ordinary use; (ii) use of the Software that deviates from any operating procedures; (iii) Third Party Products, other than the interface of the Software with the Third Party Products; (iv) Modified Code by any third party; (v) any customized deliverables, including diagnostic tools, created by third-party service providers specifically for Client as part of consulting services; (vii); use of the Software with unsupported tools. Client may request assistance from Intelligent Clout for such problems, for an additional fee. (b) In the event that Intelligent Clout suspects that a reported problem may be related to Modified Code, Intelligent Clout, may, in its sole discretion, (i) request that the Modified Code be removed, and/or (ii) inform Client that additional assistance may be obtained by Client directly from various product discussion forums or by engaging Intelligent Clout’s consulting services group for an additional fee.
2.3 Client Responsibilities.
(a) Client agrees to receive communications via e-mail and web interface regarding Services.
(b) Client is solely responsible for the use of the Software by its personnel and shall properly train its personnel in the use and application of the Software.
(c) Client shall promptly report to Intelligent Clout all problems with the Software, and shall implement any corrective procedures provided by Intelligent Clout reasonably promptly after receipt.
(d) Client agrees to follow directions provided in this agreement and use common sense to distinguish between software errors, general questions, and new feature requests. If Client reports general question as “error” or “bug”, Intelligent Clout will take the following action:
1) Notify Client that the ticket will be treated as general question and seek Client’s permission to reclassify the ticket as general question.
2) If Client agrees to reclassify the ticket as general question, Intelligent Clout will proceed with the ticket review as if it was a genera question.
3) Intelligent Clout will immediately close the ticket and will not proceed with the ticket review if Client fails to respond or if Client refuses to reclassify the ticket to general question. Intelligent Clout shall have the final say in deciding each individual ticket’s nature.
- Services Offerings and Fees.
3.1 Services Fee Procedures Terms.
(a) All tickets pertaining to general questions are subject to a minimum ticket fee. If Intelligent Clout requires more time to respond to the ticket, Client will be charged “additional fee” (see section 1.1). The fee will not be charged without Client’s consent. Once Intelligent Clout determines that addition fee is required, Client will be alerted via Client Support System, of the approximate number of hours needed to respond to the ticket. Client shall respond to the alert via Client Support System and either (i) agree to the additional fee or (ii) request that Intelligent Clout ceases further investigation. In case of (i), Client shall be responsible for the appropriate additional fee in addition to the minimum ticket fee. In case of (ii) Client shall be responsible for minimum ticket fee only.
(b) Service Fees are payable as invoiced by the 10th of current month for the entire previous month.
(c) If Client fails to pay Service Fees, twenty percent (20%) reinstatement fee on the sum of the Services Fees will be charged in addition to the original unpaid Service Fees. All other services (including those not covered by this Agreement) shall be immediately stopped until all Service Fees + 20% are recovered.
- Limitation of Liability. IN NO EVENT WILL INTELLIGENTE CLOUT OR ITS ASSOCIATES AND ASSIGNEES WILL BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ARISING UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. INTELLIGENT CLOUT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISION OR USE OF ANY AND ALL OF THE SERVICES PROVIDED HEREUNDER, WILL NOT, IN ANY EVENT, EXCEED THE FEES YOU PAID FOR THE SERVICES DURING THE 12 MONTHS PRECEDING THE DATE INTELLIGENT CLOUT RECEIVES WRITTEN NOTICE OF THE FIRST CAUSE OF ACTION TO ARISE HEREUNDER.
- Termination. Intelligent Clout may terminate the Agreement and all Support Services at any time if it is discovered that Client is in material breach of this Agreement.
- Data Collection and Usage. Client agree that Intelligent Clout may collect, use, store and transmit technical and related information about Client, and its use of the Software including but not limited to server internet protocol address, hardware identification, operating system, application software, peripheral hardware, and Software usage statistics, to facilitate the provisioning of updates, support, invoicing, online services to Client. Client is responsible for obtaining any consents required in order to enable Intelligent Clout to exercise the rights set forth in this Section 4, in each case in compliance with applicable law.
- Data Protection. Client acknowledges that correspondence and log files generated in conjunction with a request for Support Services should not contain any sensitive, confidential or personal information. Client is solely responsible for taking the steps considered necessary to protect any data containing sensitive, confidential or personal information, including obscuring the logs or otherwise guarding such information prior to sending it to Intelligent Clout.
- Other. Client may not assign or delegate this Agreement to any third party without the prior written consent of Intelligent Clout. This Agreement shall be governed by the laws of the State of California without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. This Agreement constitutes the entire agreement of the parties with respect to the provision of the Services by Intelligent Clout to Client, and supersedes all prior written or oral communications, understandings and agreements. This Agreement may not be amended except in a written document signed by both parties. Any waiver of the provisions of this Agreement must be in writing to be effective. Except as expressly set forth herein, no terms of any purchase order or other business form that Client may use will affect the obligations of the parties under this Agreement, and any such purchase order or other business form which contains additional or conflicting terms are hereby rejected by Intelligent Clout. Client agrees that purchase orders do not have to be signed to be valid and enforceable. If any provision of this Agreement is found to be invalid or unenforceable, the remaining terms will continue to be valid and enforceable to the fullest extent permitted by law.
Last Update: 7/3/2017