Bleu Station Integration Support Agreement
The following sets forth the terms and conditions for the provision of integration support for the Bleu Station firmware, Bleu Station SDK, and Bleu Setup (“Supported Software”), and Bleu Station hardware product (collectively “Supported Products”) under the Proxidyne Escalated Integration Support Plan.
1. Support Services
If Customer purchases the Proxidyne Escalated Integration Support Plan and pays the applicable Support Fee, Proxidyne Software, Inc. will provide the developer-level support on issues relating to integrating the Supported Products into the Customer’s solution or product (the “Support Services”). Support Services will be provided via phone, email, and online forum support between 9am and 5pm central time on business days, excluding holidays. Proxidyne will provide an initial response or acknowledgment to a Support Request regarding Supported Products within one business day.
Customer agrees to designate a maximum of two Customer technical support contacts. Only those two designated Customer technical support contacts will contact Proxidyne for developer-level support when integrating the Supported Products into the Customer’s solution or product.
If Customer encounters a problem in the implementation of the Supported Product, Customer will provide Proxidyne with sufficient detail to permit Proxidyne to understand and reproduce the problem. Proxidyne will use reasonable efforts to diagnose the problem and assist in the resolution of the problem. In addition, Proxidyne may, at its sole discretion and from time to time, make fix releases generally available to users of the Software.
Proxidyne will make available to Customer, at no additional charge, any upgrades for the Supported Software, which it otherwise makes publically available. “Upgrades” means those versions of the Supported Software products that Proxidyne, at its discretion, deems to be improvements or extensions to the Supported Software products and that have been released for general commercial distribution.
Proxidyne will make reasonable commercial efforts to acknowledge receipt of a Support Request, and solve the Support Request by providing a solution that could take the form of demonstrating how to integrate, eliminating a defect, providing updates, demonstrating how to avoid the effects of a defect, or otherwise solving the issue with reasonable commercial effort. Each party acknowledges that despite a party’s reasonable efforts, not all problems may be solvable.
2. Support Exclusions
The Support Services are limited to those described in section 1 and other services are excluded, including but not limited to (a) correcting errors in Customer or third party software or hardware, (b) custom software development for the Customer, and (c) modifications of Customer or third party software or hardware.
3. Software License
The Supported Software is licensed to Customer for use subject to all the terms and conditions of the applicable license agreement, which is provided with such software.
The term of this Support will terminate two years from the date the Bleu Station hardware product was delivered to the end customer.
Support Services may be terminated before the two year anniversary, by Proxidyne, for: failure of Customer to pay for Support Services; abusive or fraudulent use of Support Services by Customer; or for breach of any applicable license related to a Proxidyne product or software. Sections 5, 6, and 7, shall survive expiry or termination of this Agreement.
5. WARRANTY LIMITATIONS
No additional warranties are provided by this Agreement. Except for as provided in any applicable warranty that might be separately provided with your Bleu Station hardware product or other Bleu Station products and to the extent not prohibited by law, Proxidyne disclaims all other warranties and conditions, expressed or implied, statutory or otherwise, including without limitation the (1) warranty of merchantability, (2) warranty of merchantable quality, (3) warranty of fitness for a particular purpose, performance, suitability, (4) warranty of noninfringement, (5) and warranties and conditions against hidden or latent defects.
6. LIMITATION OF LIABILITY
Except as provided in an applicable warranty and to the fullest extent permitted by law, Proxidyne, its subsidiaries, its affiliates, and their respective officers, employees, agents, and independent contractors shall not be liable for any direct, incidental, consequential, special, exemplary, indirect, or punitive damages of any kind, including but not limited to, damages for loss of data, money, business, opportunity, goodwill, reputation, profits, or loss of or damage to or compromise or corruption of data, or any costs of programming, recovering, or reproducing any program or data stored in or used with the Proxidyne product or any failure to maintain the confidentiality of information stored on the Proxidyne product, or other intangible losses or personal injury, even if Proxidyne had been advised of the possibility of such loss or damages or any claim by a third party, resulting from any breach of warranty or condition, or under any other legal theory.
7. Choice of Law and Forum
This Agreement will be governed by the laws of the State of Illinois in the United States of America, without regard to its choice of law rules. Any action to enforce this agreement shall be brought in a court of competent jurisdiction located in DuPage County, Illinois or in the United States District Court for the Northern District of Illinois, Eastern Division.