July 2023
Aero HygenX Inc. or one of its affiliated companies ("Aero Hygenx") and Customer have entered into an End User License Agreement ("EULA") with Supplemental Terms ("Agreement"). All Maintenance Services for Software or Hardware under the Agreement are governed by these General Maintenance Services Terms ("General Maintenance Terms") together with any applicable Software-specific and Hardware-specific maintenance terms found at https://www.aerohygenx.com/terms/terms-of-sale. The applicable Software-specific and Hardware-specific maintenance terms are identified by the same alphanumeric code assigned to the Supplemental Terms for the relevant Software or Hardware product. In the event of a conflict, the specific maintenance terms will supersede these General Maintenance Terms. Aero Hygenx may modify all Maintenance Services terms from time to time, provided however that any modifications are effective only upon Customer's renewal of Maintenance Services, whether standalone or as part of a Subscription. Changes cannot take effect during the then-current period of Maintenance Services without Customer's express agreement. Capitalized terms have the meaning as defined elsewhere in the Agreement.
Maintenance Services consist of (a) Software updates, (b) Error corrections (as defined below), and (c) technical support. Perpetual Software licenses do not include Maintenance Services which must be purchased separately. Maintenance Services will be available hereunder to the extent that Aero Hygenx makes such services available to its customer base in general. Software and Hardware provided at no fees or that are designated as retired, discontinued, obsolete or legacy on the Order are not covered by any Maintenance Services, unless explicitly provided otherwise on the Order, e.g., by reference to End-of-Life Maintenance Services or Extended Maintenance Services.
Certain Software and Hardware offerings may grant access to supplementary tiers of support and services, which can be procured as outlined in the corresponding Software or Hardware Specific Maintenance Services Terms. These supplementary options encompass heightened levels of support and discretionary services, including features like remote assistance, agent-based diagnostic solutions, remote monitoring, on-site assistance, provision of support for previous versions, and extended support hours.
Customer may purchase Maintenance Services from Aero Hygenx for an initial annual maintenance term or other time period specified in the Order Form, unless Maintenance Services are included in the license fee. Thereafter, purchased Maintenance Services will automatically renew for successive one year terms unless either party terminates by providing written notice at least thirty days prior to the expiration of the then-current term. Customer acknowledges that renewal orders for Maintenance Services shall be deemed accepted by the Customer by payment of any invoice issued for Maintenance Services, course of dealing between the parties or receipt of Maintenance Services following the automatic renewal date. If Customer purchases additional Software licenses or Hardware, Aero Hygenx may adjust the annual maintenance term and pro-rate the annual fees to be coterminous with the existing maintenance term and billing cycle.
New versions of the Software may be either a point release which generally consists of Error corrections (“Point Release”), or a major release which generally is a new version of the Software that contains new or enhanced functionality (“Major Release”). As part of Maintenance Services, Customer will receive new Point Releases and Major Releases as released to Aero Hygenx’s customers in general. This right does not extend to any release, module, option, future product, or any upgrade in functionality or performance of the Software which Aero Hygenx develops as a customized product for a single customer or that Aero Hygenx develops and licenses as a separate product. Customer is responsible for the installation and implementation of any new version and any required data conversion. Customer is responsible for the compatibility and configuration of its own equipment and software with the Software or Hardware provided by Aero Hygenx and may purchase additional Maintenance Services packages or separate Professional Services for assistance.
Upon a Point Release or Major Release, Aero Hygenx will maintain the current version and the most current Point Release that relates to the immediately preceding Major Release. If an Error has been corrected in an update to the prior Major Release, Aero Hygenx may require the Customer to upgrade to the Point Release that contains the Error correction rather than providing a separate patch or workaround.
At Aero Hygenx’s sole discretion, Aero Hygenx may substitute products with similar functionality and features for discontinued Software at no additional charge to Customer or offer Extended or End-of-Life Maintenance Services for certain Software or Hardware subject to an additional fee. Extended Maintenance Services support Software or Hardware following the expiration of mainstream support. End-of-Life Maintenance Services support Software or Hardware that are no longer distributed and supported by Aero Hygenx generally, and which are not covered by mainstream or Extended Support services.
An Error means the failure of the Software or Hardware to conform substantially to the Documentation (“Error”). Customer may report any suspected Error to Aero Hygenx and will provide Aero Hygenx with a detailed written description and documentation of the suspected Error. Customer will cooperate with Aero Hygenx's investigation of the reported Error. If Aero Hygenx finds that the Software contains an Error, Aero Hygenx will use commercially reasonable efforts to correct the Error through a patch, workaround or via the next Point Release or Major Release of the Software, at the discretion of Aero Hygenx.
Customer may receive telephone support by calling its support center. Support is available during normal business hours, excepting local holidays, for the support center that covers the geographic area in which Customer is authorized to use the applicable Software or Hardware. If Customer licensed or purchased the Software or Hardware through an authorized solution partner, Customer may receive first-line telephone support from such partner during the business hours established by the partner, excepting holidays. If reasonably requested by Aero Hygenx, Customer will allow Aero Hygenx to perform Maintenance Services at Customer’s facilities or via remote screen-sharing technology.
Aero Hygenx may require Customer to designate one or more employees as the technical contacts for Maintenance Services. The employee(s) will be trained on the applicable Software and/or Hardware and will serve as the primary contact(s) for requesting and receiving Maintenance Services.
Aero Hygenx's exclusive responsibility and Customer's sole and exclusive remedy for a failure to correct an Error will be that Customer may terminate Maintenance Services for the Software or Hardware directly affected by the Error and receive a pro-rata refund of the fees paid for the remainder of the then-current Maintenance Services term for such Software or Hardware.
For direct orders by Customer to Aero Hygenx, the fees for Maintenance Services will be set forth on the Order Form. Aero Hygenx may increase its maintenance fees by giving notice to Customer at least sixty (60) days prior to the expiration of the then-current term. Customer must purchase Maintenance Services for all supported Software used at a single location.
Aero Hygenx only certifies that third-party products furnished by Aero Hygenx will function in conjunction with the Software or Hardware in accordance with the Documentation. Any other use of third-party products by Customer, whether as a stand-alone product or with the Software or Hardware, has not been tested and is not certified by Aero Hygenx. While Aero Hygenx may assist Customer with the interoperability of third-party products with the Software or Hardware, Aero Hygenx has no obligation to support products acquired from a third party. Customer will ensure that Aero Hygenx has the rights to use any third-party products or other third-party intellectual property made available to Aero Hygenx by Customer as necessary for the performance of Maintenance Services.
Maintenance Services apply only to the operation of the Software or Hardware when used according to the Agreement and the applicable Documentation. Aero Hygenx is not obligated to provide Maintenance Services for Software run on an unsupported platform or Software or Hardware that have been modified by anyone other than Aero Hygenx, Aero Hygenx affiliates or Aero Hygenx subcontractors at Aero Hygenx’s express direction. Supported configurations and hardware environments are described in the Documentation or can be found at https://aerohygenx.com/support/hw.
If Customer uses an approved third party to host the Software on Customer’s behalf, Customer must demonstrate that any reported Errors are not the result of such third-party hosting (for example, by reproducing the problem on physical hardware).
Where Aero Hygenx acts as Customer’s processor of personal data provided by Customer, the Data Privacy Terms available at https://www.aerohygenx.com/terms/dp, including the technical and organizational measures described therein, apply to the use of the relevant Offering, and are incorporated herein by reference.
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