© 2024
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ENTERPRISE COMPUTING SOFTWARE LICENSE, MAINTENANCE, AND HARDWARE AGREEMENT
PLEASE READ THIS ENTERPRISE COMPUTING SOFTWARE LICENSE, MAINTENANCE, AND HARDWARE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING THE PRODUCTS AND SERVICES OFFERED BY OVERVIEW CORPORATION (“OVERVIEW”) AND ITS AFFILIATES. BY ENTERING INTO ONE OR MORE ORDERS FOR OVERVIEW PRODUCTS AND SERVICES, YOU (“LICENSEE”) AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER AGREEMENTS. EACH PURCHASE OF PRODUCTS AND SERVICES SHALL BE INCORPORATED INTO AND FORM PART OF THIS AGREEMENT. IN ADDITION, ANY ONLINE ORDER WHICH YOU SUBMIT VIA OVERVIEW’S ONLINE PROCESS AND WHICH IS ACCEPTED BY OVERVIEW SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. OVERVIEW SPECIFICALLY OBJECTS TO ANY ADDITIONAL TERMS BEING ADDED THROUGH A LICENSEE PROVIDED PURCHASE ORDER OR SIMILAR DOCUMENT. IF A PURCHASE ORDER IS REQUIRED BY LICENSEE, THE PARTIES AGREE THAT ANY ADDITIONAL TERMS CONTAINED THEREIN SHALL NOT BECOME PART OF THE AGREEMENT BETWEEN THE PARTIES AND SPECIFICALLY THAT THE TERMS OF THIS AGREEMENT SHALL SUPERSEDE AND REPLACE ANY AND ALL TERMS IN ANY PURCHASE ORDER.
1.1 License Grant
(a) “Software” means the Overview computer Software(s) in object code form, not including updates, revisions or the like except as provided by Overview pursuant to the Maintenance Services (as defined below). Overview hereby grants to Licensee a limited, personal, nonexclusive, nonsublicensable, and nontransferable license to install and use the quantity of Software indicated on the applicable quotation on Licensee controlled systems only for Licensee’s own internal operations by Licensee’s Permitted Users (as defined below). Licensee shall be liable for any use or modification of the Software by its Permitted Users. Permitted Users are Licensee’s employees and contractors which are (i) engaged in the support of Licensee’s business purpose(s), (ii) bound by obligations of confidentiality to Licensee at least as restrictive as the terms hereof and (iii) agree to use the Software in strict compliance with the terms of this Agreement.
(b) Licensee acquires only the right to use the Software as specified herein, and all rights, title and interest in the Software shall at all times remain the sole exclusive property of Overview or Overview’s licensors. This Agreement is a license and not a sale of the Software. Overview retains all rights in the Software not expressly granted to Licensee herein.
1.2 Documentation.
Overview will supply user instructions on the device in addition to any related published user documentation (the “Documentation”). Licensee may make a reasonable number of copies of the Documentation only for archival and back-ups, and to make it available only to Licensee’ s Permitted Users for Licensee’ s own internal operations. Licensee is prohibited from publishing the Documentation on the web, or otherwise making it available.
1.3 Hardware.
The terms and conditions associated with the hardware device are in Exhibit A. 1.4 Maintenance and Technical Support Services. Overview will provide Licensee with maintenance and technical support services for the Software following the date such Software is received by Licensee (the “Installation Date”), in accordance with the terms and conditions set forth in Exhibit B hereto (the “Maintenance Services”). Overview shall have no obligation to maintain or support (a) altered, damaged or Licensee-modified Software, or any portion of the Software incorporated with or into other software not provided by Overview; (b) any version of the Software other than the current version of the Software or the immediately prior release of the Software; (c) problems caused by Licensee’s negligence, abuse, or misapplication of Software or use of the Software in a manner not specified in the Documentation; (d) problems beyond the reasonable control of Overview; (e) any support issue that is not reproducible by Overview; or (f) Software installed on any hardware, operating system version or network environment that is not supported by Overview. Support also excludes configuration of hardware, non-Overview Software, and networking services; consulting services; general solution provider related services; and general computer system maintenance.
2.1 Restrictions
Notwithstanding the foregoing license grant, Licensee shall not do (or allow its Permitted Users or others to do) any of the following:
(a) sell, transfer, assign, sublicense, lease, lend or rent the Software or use the Software for the benefit of third parties (including through as a software service provider or in an outsourcing environment);
(b) reverse engineer, decompile, disassemble, modify, translate, or otherwise attempt to discover the source code of, the Software; (c) create derivative works from the Software or Documentation; or
(d) circumvent or otherwise interfere with any authentication or security measures of the Software
2. Additional Restriction.
The Software licensed hereunder may not be used for, nor will it allow any third parties under its control to use, the Software for high risk activities where the use or failure of the Software could lead to death, personal injury, or environmental damage.
3.1 Term.
The term of this Agreement shall commence on the Effective Date and shall continue until terminated as provided herein. Perpetual licenses shall have a term of twenty-five years.
3.2 Termination.
Either party may terminate this Agreement or any license granted under this Agreement for a material breach of this Agreement which is not cured within thirty (30) days (other than Licensee’s breach of Sections 1 or 2, or Licensee’s failure to pay as specified below) following notice from the non-breaching party to the breaching party specifying such breach. If Licensee (a) violates Sections 1 or 2; or, (b) fails to pay any fee or other amount in full when due, Overview may terminate this Agreement or any license granted under this Agreement effective upon notice. Termination of this Agreement shall be without prejudice to or limitation on any other remedies or any accrued obligations of either party.
3.3 Requirements Upon Termination.
If a license granted under this Agreement is terminated or expires, Licensee shall (a) immediately cease using the applicable Software, and (b) certify in writing to Overview within thirty (30) days after such termination that Licensee has either destroyed, permanently erased or returned to Overview the Software, all related Documentation and all copies in all forms, partial and complete, in all types of media and computer memory and storage.
4.1 Infringement Indemnity.
Overview will defend and indemnify, at its expense, any claim made against Licensee by a third party based on an allegation that the Software infringes a patent or copyright (“Claim”); provided, that Licensee (i) has not materially breached the terms of this Agreement, (ii) notifies Overview in writing promptly after Licensee first learns of the Claim; and (iii) reasonably cooperates in the defense of the Claim. Overview shall have sole control over such defense. If a Claim is made, Overview may modify the Software to avoid the alleged infringement, provided however, that such modifications do not materially diminish the Software’s functionality. If such modifications are not commercially reasonable or technically possible, Overview may terminate this Agreement and refund to Licensee the prorated license fee that Licensee paid for the then current term for annual licenses. Perpetual licenses shall be pro- rated over a 36-month term. Overview shall have no indemnification obligation under this Section 4.1, if the alleged infringement arises from: (i) Overview’ s compliance with specifications or instructions prescribed by Licensee, (ii) modification of the Software by Licensee, (iii) use of the Software in combination with other software not provided by Overview and which use is not specifically described in the Documentation, or (iv) Licensee is not using the most current version of the Software, if such alleged infringement would not have occurred except for such exclusions listed here.
THIS SECTION 4.1 ST A TES LICENSEE’S EXCLUSIVE REMEDY AND OVERVIEW’S ENTIRE LIABILITY FOR ANY PROPRIETARY RIGHTS INFRINGEMENT.
5.1 Limited Warranty.
Overview warrants for one (1) year from the Installation Date that such Software, unless modified by Licensee, will perform the material functions described in the Documentation provided by Overview under Section 1.2 when operated on the designated hardware and operating system in accordance with the terms hereof. Overview does not warrant that the operation of the Software will be uninterrupted or error- free or that the Software will satisfy Licensee’s requirements. For any breach of the above warranties, Licensee’s sole and exclusive remedy, and Overview’s entire liability, shall be the correction of the non-conforming Software; however, if Overview is unable to correct the non-conforming Software, Licensee shall be entitled to recover the applicable prorated license fees paid to Overview for such non-conforming Software.
5.2 Warranty Disclaimer. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. OVERVIEW DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THA T THEIR OPERA TION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE EXCEPT AS OTHERWISE NOTED IN THE DOCUMENTATION. The warranties above shall apply only if Overview’s examination discloses to its satisfaction that alleged defects actually exist and were not caused by Licensee’s misuse, unauthorized modifications, neglect, improper installation or testing, attempts to repair, or the like, or by accident, fire, power surge or failure, or other
hazard. Repair or replacement of a part, code or other item does not extend the warranty period beyond the initial warranty period which shall begin on the Installation Date.
WITH THE EXCEPTION OF CLAIMS UNDER SECTION 4.1, OVERVIEW’S ENTIRE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELA TED IN ANY WAY TO THIS AGREEMENT (REGARDLESS OF LEGAL THEORY), SHALL BE LIMITED TO, AND SHALL NOT EXCEED, IN THE AGGREGATE, THE LICENSE AND MAINTENANCE FEES PAID UNDER THIS AGREEMENT BY LICENSEE IN THE TWEL VE (12) MONTHS PRIOR TO THE DA TE THE CLAIM AROSE AND FOR THE PRODUCT UNDER WHICH THE LIABILITY AROSE. OVERVIEW SHALL NOT BE LIABLE TO LICENSEE OR ANYONE ELSE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING HEREUNDER (INCLUDING LOSS OF PROFITS OR DATA, LOSS OF GOODWILL, DEFECTS IN DESIGN OR PRODUCTS RESUL TING FROM THE USE OF THE SOFTW ARE, OR ANY INJURY OR DAMAGE RESULTING FROM SUCH DEFECTS, SUFFERED BY LICENSEE OR ANY THIRD PARTY) EVEN IF OVERVIEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
No action, regardless of form, arising out of the transactions under this Agreement may be brought by either party against the other more than two (2) years after the cause of action has accrued, except for actions related to unpaid fees.
7.1 Payments.
Licensee shall pay in full the fee for licensed Software and/or Maintenance Services within thirty (30) days of receipt of the invoice. Past due fees shall bear interest at the rate of one and a half percent (1.5%) per month. Licensee shall reimburse Overview for the costs of collection of past-due balances, including reasonable attorney fees.
7.2 Taxes.
Fees do not include taxes or duties and Licensee is responsible for paying (or for reimbursing Overview if Overview is required to pay) any federal, state or local taxes, or duties imposed on any license acquired under this Agreement or the possession or use by Licensee of the Software excluding, however, all taxes on or measured by Overview’s net income. This provision shall not apply to any taxes for which Licensee is exempt and for which Licensee has furnished Overview with a valid tax exemption certificate authorized by the appropriate taxing authority.
7.3 Resellers.
If Licensee is purchasing the Software from an authorized reseller or distributor, all payment terms will be between the Licensee and the Reseller or Distributor.
Licensee acknowledges that the Software and Documentation is confidential and constitutes valuable assets and trade secrets of Overview. Confidential Information shall be defined as the Software and Documentation, information related thereto, and all information clearly marked by either party as confidential. Each party shall use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of the other party’s Confidential Information as it uses to protect its own confidential information of a similar nature. Licensee shall not disclose or make the Software or Documentation available to any person or entity except as expressly provided in this Agreement. Licensee shall promptly notify Overview in the event any unauthorized person obtains access to the Software and Documentation. Each party shall limit dissemination of the other party’s Confidential Information to its employees or consultants with a need to know and who agree to observe the restrictions of this Agreement.
Confidential Information shall not include information which a) is or becomes part of the public domain through no fault of the receiving party; b) is lawfully received by the receiving party from a third party having the right to disclose such information; c) was known to the receiving party prior to receipt from the disclosing party without an obligation of confidentiality; or d) is independently developed by the receiving party without a breach of this Agreement. If the receiving party is required by a government body or court of law to disclose Confidential Information, the receiving party agrees to promptly notify the disclosing party so that the disclosing party may seek an appropriate protective order or other relief.
This Agreement shall be governed by and construed under the laws of the state of California, without regard to that state’s conflict of laws principles except if the state of California adopts the Uniform Computer Information Transactions Act drafted by the National Conference of Commissioners of Uniform State Laws as revised or amended as of June 30, 2002 (“UCITA”) which is specifically excluded. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought either in the state or federal courts in San Francisco, California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. Each party waives its right to a jury trial in the event of any dispute arising under or relating to this Agreement. Each party agrees that money damages may not be an adequate remedy for breach of the provisions of this Agreement, and in the event of such breach, the aggrieved party shall be entitled to seek specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of this Agreement.
If any provision of this Agreement is found void and unenforceable, such provision shall be interpreted so as to best accomplish the intent of the parties within the limits of applicable law, and all remaining provisions shall continue to be valid and enforceable. The failure of a party to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of the right of the party thereafter to enforce any such provisions.
Licensee hereby acknowledges that it will not export any of the Software, related documentation or technical data (which includes, among other things, any technical information relating to the Software, in electronic format, written or otherwise), or any product incorporating any Software, related documentation or Overview technical data. This section applies to all acquisitions of Software by or for the United States federal government. By accepting delivery of the Software, the Licensee hereby agrees that the Software qualifies as “commercial computer software” as that term is defined in Federal Acquisition Regulation (FAR) 2.101 and Department of Defense FAR Supplement (DFARS) clause 252.227-7014(a)(1), as applicable, and the Government shall have only the rights in the Software specified in this Agreement in accordance with FAR 12.212 and DFARS 227.7202-3(a), as applicable. This Agreement supersedes any contrary terms or conditions, including, without limitation, any noncommercial computer software FAR, DFARS, or other FAR agency supplemental clauses contained in any purchase order, statement of work, contract, or other document. If any provision of this Agreement is unacceptable to the government, Overview may be contacted at Overview Corporation, 736 Clementina, SF, CA
94103 . If any provision of this Agreement violates applicable federal law or does not meet the government’s actual, minimum needs, the Licensee agrees to return the Software for a full refund.
12.1 Entire Agreement.
This Agreement together with all Exhibits and the applicable quotation constitute the entire, final, complete and exclusive agreement between the parties and supersedes all previous agreements or representations, written or oral, and all printed provisions or subordinate Licensee documents, including purchase orders, with respect to the Software, the services specified herein, and the licensing and providing of same under this Agreement. In the event of any conflict between the terms of this Agreement and any terms and conditions on a Licensee purchase order, the terms of this Agreement shall prevail. Moreover, each party agrees any additional terms on any purchase order or comparable document other than the transaction items of (a) item(s) ordered; (b) pricing; (c) quantity; (d) delivery instructions and (e) invoicing directions, are not binding on the parties. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.
12.2 Notices.
All notices given by one party to the other under the Agreement shall be sent by certified mail, return receipt requested, or by overnight courier, to such address either party has specified in writing to the other. All notices shall be deemed given upon actual receipt. Notices to either party shall be sent to the address specified on the first page. Notice to Overview shall be sent to the attention of Legal Department, or such other address as a party may specify to the other in writing.
12.3 Assignment.
Licensee shall not assign this Agreement without the prior written consent of Overview, which shall not be unreasonably withheld. All terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
12.4 Relationship of Parties.
The parties are independent contractors; nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.
12.5 Language.
This Agreement is in the English language only, which language will be controlling in all respects. No translation, if any, of this Agreement into any other language will be of any force or effect in the interpretation of this Agreement or in determination of the interests of either party hereto. Furthermore, the parties agree that all correspondence, notices, orders, claims, suits and other communication between the parties hereto will be written or conducted in English.
EXHIBIT A
TERMS SPECIFIC TO HARDWARE ONLY
This Exhibit A: Terms Specific to Hardware (“Exhibit A”) applies to any order for hardware (“Products”) made by Licensee, for its own internal use and not for resale. Any such orders shall be subject to the terms and conditions of this Exhibit A.
1. Product Returns and Warranty Assistance.
(a) Licensee acknowledges that Overview is reselling all
Products purchased by Licensee and that Products are manufactured and/or delivered by a third party.
(b) To the extent available, Overview shall pass through to Licensee the manufacturer’s warranties for each Product
and agrees to facilitate the manufacturer’s support return policies. In no event will Overview provide return or
warranty coverage beyond that provided by the manufacturer.
(c) Licensee acknowledges that the terms and conditions governing the use of Products shall be solely between
Licensee and the manufacturer of such Products.
OVERVIEW MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO THE PRODUCTS. OVERVIEW DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
2. Shipment and Risk of Loss for Product Sales. All shipments of Products to Licensee will be FOB point of shipment. Insurance coverage, freight charges, transportation costs, and all other expenses applicable to shipment to Licensee’s identified point of delivery will be the responsibility of Licensee. Risk of loss will pass to Licensee upon delivery of the Products to the common carrier (regardless of who pays such common carrier).
3. Price and Payment. The prices set forth in any Quotation are exclusive of all taxes, duties, licenses, and tariffs, payment of which shall be Licensee’s obligation. Prices quoted are firm for thirty (30) days unless otherwise specified in the Quotation. Payment is due thirty (30) days from the date of the invoice and for certain orders, an advance deposit may be due. In the event Licensee chooses to finance its purchase using a third party, Licensee remains liable for payment to Overview until Overview receives complete payment from such third party.
4. Export. Licensee agrees to comply with all export and re-export control laws and regulations as may be applicable to any transaction hereunder, including, without limitation, the Export Administration Regulations promulgated by the United States Department of Commerce, the International Traffic in Arms Regulations promulgated by the United States Department of State, and any of the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury. Licensee covenants that it will not, either directly or indirectly, sell, (re)export (including, without limitation, any deemed (re)export as defined by applicable law), transfer, divert, or otherwise dispose of any Product , or related software or technology, to: (i) any country or region of a country (or nationals thereof) subject to antiterrorism controls, or a U.S. embargo, (ii) any destination prohibited (without a valid export license or other authorization) by the laws or regulations of the United States, or (iii) any person, entity, vessel, or aircraft identified on the Consolidated Screening List, a downloadable file of which is accessible at http://export.gov/ecr/eg_main_023148.asp (or utilize any such person, entity, vessel, or aircraft in connection with the activities listed above), without obtaining prior authorization from the competent government authorities, as required by the above-mentioned laws and regulations. Licensee certifies, represents and warrants that no Product shall be used for any military or defense purpose, including, without limitation, being used to design, develop, engineer, manufacture, produce, assemble, test, repair, maintain, modify, operate, demilitarize, destroy, process, or use military or defense articles. Notwithstanding any sale of Products by Overview, Licensee acknowledges that it is not relying on Overview for any advice or counseling on export control requirements. Licensee agrees to indemnify, to the fullest extent permitted by law, Overview from and against any fines, penalties and reasonable attorney fees that may arise as a result of Licensee’s breach of this Section.
5. Limitation of Liability.
NO MONETARY RECOVERY IS AVAILABLE FROM OVERVIEW FOR WARRANTY CLAIMS. IN ADDITION, IN NO EVENT WILL OVERVIEW’S LIABILITY TO LICENSEE EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT THAT IS THE BASIS FOR THE PARTICULAR CLAIM. OVERVIEW WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOST OR DAMAGED DATA, AND LOSS OF BUSINESS OPPORTUNITY), HOWEVER CAUSED, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, OR IN ANY WAY CONNECTED TO THIS EXHIBIT A, EVEN IF OVERVIEW HAS BEEN ADVISED OF SUCH DAMAGES AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, INFRINGEMENT OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY, CONTRIBUTION, OR OTHERWISE.
EXHIBIT B
1. MAINTENANCE SERVICES
1.1 Overview will provide Maintenance Services to keep the most current release of the Software (licensed to Licensee under this Agreement), in good operating condition. Maintenance Services consist of telephone technical support and the distribution of Software updates, and associated documentation changes. Updates provided to Licensee shall be included in the definition of “Software” and are subject to the terms and conditions of this Agreement. Updates do not include major new releases (Upgrades) or new Software for which a separate license fee is charged.
1.2 Overview will keep available telephone assistance to Licensee between 8:00 am and 5:00 pm, Pacific Time, Monday through Friday (excluding Overview recognized holidays).
1.3 Overview’s obligation to provide Maintenance Services pursuant to this Agreement is dependent upon (i) Licensee’s continued good repair of the designated equipment; and (ii) the performance by Licensee of all its obligations set forth in this Agreement including the payments of applicable license fees.
2. INSTALLATION
2.1 Software installation is not included as part of this Agreement. If installation service is requested by the Licensee and is not included in any other agreement between the Licensee and Overview, service will be charged to the Licensee at Overview’s then current hourly “on-call” maintenance rate in effect on the date such service is performed.
2.2 If installation service is requested by Licensee, Overview personnel shall have access to where the Software is to be installed during normal business hours. Licensee agrees to provide technical expertise on the Licensee’s applicable computer equipment, at no cost to Overview, as required to complete the installation. If installation is requested outside of normal business hours, Overview reserves the right to quote and charge accordingly a premium hourly rate.
3. LIMITATION OF COVERAGE
3.1 Software remedies made necessary by the following causes are not a part of this Agreement, and the remedies requested by the Licensee shall be charged at Overview’s then current service rates:
• Changes or alterations to Software not specifically authorized or performed by Overview.
• Failure caused by Licensee’s use of interconnected devices other than those specified by Overview.
• Failure resulting from catastrophe, accident, neglect, misuse, failure of electrical power or air conditioning, or any causes other than ordinary use and defects in materials and workmanship. • Software that are not the then current release with critical patches.
• Customized Software.
3.2 Overview will submit a description of the work that is required to restore the Software to its original operating specifications and the changes associated therewith. Overview will request written permission in the form of an authorized Licensee purchase order before Overview proceeds to restore the Software to its original operating specifications. If Overview is not granted permission to perform such restoration at Licensee’s expense, Overview shall have the right to immediately terminate all of its obligations under this Agreement with respect to such Software.
4. LICENSEE RESPONSIBILITIES
4.1 Licensee shall notify Overview promptly by designated electronic mail or telephone of Software problems and provide follow-up reports in writing. Overview will confirm receipt of any electronic problem report within 24 hours of receipt and, in the absence of such confirmation, Licensee will promptly retransmit such report.
4.2 Licensee shall allow reasonable access to all designated equipment and communication facilities and provide Overview reasonable work space and storage and other normal and customary facilities.
4.3 Licensee will provide reasonable assistance, as requested and ensure that an employee of Licensee is present during all on- site service.
4.4 Licensee will provide sufficient support and test time on Licensee’s computer system to duplicate the problem and verify that the problem is due to a Software.
4.5 Licensee will provide sufficient data to reproduce the problem on another computer at Overview’s Licensee support center.
5. CONTINGENCIES
Overview shall be excused from performance and shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingencies beyond the control of Overview, including, but not limited to, war (declared or not declared), sabotage, insurrection, riot, or other act of civil disobedience, act of a public enemy, failure or delay of transportation, act of any government or subdivision thereof affecting the terms of the Agreement or otherwise, judicial action, labor dispute, accident, fire, explosion, earthquake, flood, storm, volcanic eruption, or any similar acts.
Rev. April 2023
© 2024
All rights reserved
