ReductStore LLC Subscription Agreement
Updated: August 12th, 2023
This ReductStore Subscription Agreement (this "Agreement") contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between ReductStore, LLC ("ReductStore") and you or the entity you represent. This Agreement takes effect when you agree to an Order Form that incorporates this Agreement, or, if earlier, when you use any of the Service Offerings (the "Effective Date"). You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
By agreeing to these terms, you acknowledge the commercial considerations of our Service Offerings, encompassing our Products, software, and our subscription business model.
Parts of our Service Offerings may utilize software components licensed under the Business Source License 1.1. You can review the terms of the BUSL-1.1 on ReductStore's GitHub Repository at https://github.com/reductstore.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND/OR USING SOFTWARE OR SERVICE OFFERINGS FROM ReductStore.
Table of Contents
Terms and Conditions
- Order and Structure
- Use of The Service Offerings
- Intellectual Property Rights
- Data Protection
- Payments and Fees
- Term and Termination
- Representations and Warranties
- Limitation of liability
Support Services Addendum
- Support Services
- Optional Maintenance and Support Services
- Obligations of Customer
- Limitation On Maintenance And Support
Terms and Conditions
The following terms have the following meanings:
Affiliate means in respect of a party, any entity that from time to time, directly or indirectly, Controls, is Controlled by, or is under common Control with that party and any other entity agreed in writing by the parties as being an Affiliate in respect of either party;
Auto Renew or Auto Renewal is the process by which the Services Period of certain Services under this Agreement or an order is automatically extended for an additional Services Period unless such Services are otherwise terminated in accordance with the terms of the order or this Agreement.
Confidential Information means information a party designates as confidential or reasonably considers as confidential, and includes pricing information on an Order Form. In addition, any software provided under this Agreement that is not made generally available to the public without an obligation of confidentiality shall be considered the Confidential Information of ReductStore. "Confidential Information" excludes information that is (a) or becomes publicly available through no fault of the recipient, (b) received from a third party without a duty of confidentiality, (c) independently developed by the receiving party without breaching this Agreement, (d) rightfully known or lawfully in the possession of the receiving party prior to disclosure from the other party, ( e) the information is licensed under an Open Source License (as defined by the Open Source Initiative (https://opensource.org/)), or (f) the information, including software, that is originally provided under a Business Source License but transitions to an Open Source License at the end of the specified term or under conditions defined in the Business Source License.
Content means software (including machine images), data, text, audio, video or images.
Customer, you and your means the organization that agrees to an Order Form.
Documentation means the instructions, specifications and information regarding the Services or the Software available at https://docs.reduct.store
ReductStore, we, our and us means the ReductStore LLC
Order Form means an ordering document for Subscriptions signed by both parties that refers to this Agreement, or submitted by you through our platform.
Service Offerings refer to the Support Services (including associated APIs) and any other products or services provided by us under this Agreement.
Supported Software means any software included in your Subscription.
Subscription means a time-bound subscription for ReductStore Service Offerings including subscription to Services or Support or Consulting Services provided remotely through the Internet.
Services means Support Services included in a Subscription.
Term means the term of this Agreement described in Section 8.1.
Termination Date means the effective date of termination provided in accordance with Section 8, in a notice from one party to the other.
Your Content means all software, data (including Personal Data), text, images, audio, video, photographs, non-ReductStore or third party applications, and other content and material, in any format, provided by You or any of Your Users that is stored in, or run on or through, the Services Offerings. Services under this Agreement, ReductStoreSoftware, other ReductStore products and services, and ReductStore intellectual property, and all derivative works thereof, do not fall within the meaning of the term "Your Content". Your Content includes any Third Party Content that is brought by You into the Services by Your use of the Services or any ReductStore provided tools.
BUSL-1.1 means Business Source License 1.1. It's a license that permits the use of software under specific conditions for a set period, after which the software transitions to a designated open-source license. Until this changeover, the software is not considered open-source, and the use-case restrictions under BUSL-1.1 are applicable. Post-transition, nothing in these Terms shall limit your rights as per the ensuing open-source license terms. For detailed licensing information, refer to ReductStore's GitHub Repository at https://github.com/reductstore.
2. Order and Structure
2.1. Generally. You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements and Terms and Conditions that apply to certain Service Offerings. You will comply with the terms of this Agreement and all ReductStore, rules and regulations applicable to your use of the Service Offerings.
2.2. Services. We will provide you with direct-to engineering support delivered remotely via the Internet in accordance with the applicable support policy as described in the Support Services Addendum (the "Addendum").
3. Use of The Service Offerings
3.1. Except as otherwise provided in this Agreement, You are responsible for all activities that occur under your account, and agree to notify ReductStore immediately of any unauthorized use. Your Affiliates may purchase Subscriptions directly from us and you may allow an Affiliate to use your Subscriptions as long as you are responsible for the Affiliate’s compliance with this Agreement. You may not sell your subscription. You do not acquire under this Agreement any right or license to use the Services in excess of the scope and/or duration stated in this Agreement. Upon the end of the term of this Agreement, Your right to access and use the Subscription Services will terminate.
3.2. You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content and Data.
3.3. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your Content and Your Applications.
3.4. You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including Your Content, Your Applications and Third Party Content, for any purpose that may violate applicable ReductStore policies or terms.
3.5. You are required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, "Patches") necessary for the proper function and security of the Service Offerings, including for the Programs and all software.
4. Intellectual Property Rights
4.1. You represent and warrant to us that: (i) you have all rights in your data necessary to grant the rights contemplated by this Agreement; and (ii) none of your data violates this Agreement, any applicable law or any third party’s intellectual property or other right.
4.2. Except as provided in this Section 4, You retain all ownership and intellectual property rights in and to Your Content and Your Applications. ReductStore or its licensors retain all ownership and intellectual property rights to the Service Offerings and derivative works thereof, and to anything developed or delivered by or on behalf of ReductStore under this Agreement. Except as provided in this Section 4, nothing in this Agreement shall assign to Customer any intellectual property rights owned by ReductStore and, for the avoidance of doubt, all intellectual property rights in and to any custom feature of the Supported Software created by ReductStore for Customer, or the results of any unique implementation of the Supported Software by ReductStore for Customer, or derivative works thereof shall continue to be owned by ReductStore. ReductStore may include software that is initially licensed under the terms of the BUSL-1.1. Under the BUSL-1.1, specific use-cases may be restricted for a designated period, after which the software will automatically transition to a specified open-source license. Until this transition, the software is not considered open-source, and the use-case restrictions of the BUSL-1.1 apply. After the transition period, nothing in these Terms shall be construed to limit your rights under the resulting open-source license terms.
4.3. Service Offerings License Grant. During the term of this Agreement and subject to Your payment obligations, and except as otherwise set forth in this Agreement, you have a non-exclusive, non-assignable, non-sublicensable, non-transferable limited right to access and use our Subscription based support and maintenance services that you subscribed to including anything developed by ReductStore and delivered to you in accordance with this Agreement. ReductStore develops and supports certain Software (“Supported Software”) under the BUSL-1.1, which may contain use-case restrictions. These restrictions will expire after a designated period, and the Supported Software will transition to a specified open-source license. Until that transition, your use of the Supported Software is subject to the terms of the BUSL-1.1 and any identified use-case restrictions. Subject to the terms of this Agreement, ReductStore grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to copy and use the Supported Software solely in connection with your permitted use of the Service Offerings. Except as provided in this Section 4.3, you obtain no rights under this Agreement from us to the Service Offerings, including any related intellectual property rights.
4.4. You are not obligated to provide us with any suggestions or other feedback about the Service Offerings or otherwise, but if you do, we may use and modify this feedback without any restriction or payment.
4.5. License Restrictions. For software governed by the BUSL-1.1, the Customer acknowledges and agrees to the use-case restrictions outlined in the license. These restrictions must be adhered to until the software transitions to its designated open-source license after the specified delay period. Even after this transition, the Customer remains obligated to respect any terms and conditions associated with the resulting open-source license.
The Customer shall not:
- Copy, duplicate, modify, create derivative works from, distribute, or otherwise exploit any portion of the Service Offerings, including the Supported Software or Services.
- Access or use the Services to build or support products or Services that compete with ReductStore.
- Make the Support Services available to third parties, excluding Customer's affiliates.
- Distribute any software or materials provided by ReductStore in relation to the Support Services.
- The Customer must prevent unauthorized access to the Services and notify ReductStore promptly of any breaches.
No party may:
- Modify, disassemble, decompile, reverse engineer the Service Offerings, including but not limited to reviewing data structures or similar materials from ReductStore.
- License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit any part of the Service Offerings, ReductStore Programs, Supported Software, ReductStore Content, or Service Environments. This extends to any form of copying, reproduction, or transmission unless expressly permitted.
5. Data Protection
5.2. Unless otherwise specified in Your Subscription, Your Content may not include any sensitive or special data that imposes specific data security or data protection obligations on ReductStore in addition to or different from those specified in the Service Specifications.
5.3. Open Source Considerations: In the event parts of the Service Offerings transition to an open-source license after the designated delay period per BUSL-1.1, customers must exercise caution and ensure that no sensitive or protected data is intertwined or at risk due to this transition. ReductStore does not assume responsibility for data compromised due to the open-source status of any software component, especially if data protection best practices were not followed by the customer.
6. Payments and Fees
- We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment.
- Some features or functionalities of ReductStore may be subject to certain conditions or time-based restrictions. Pricing details for these functionalities will be communicated directly to the users as deemed appropriate by ReductStore. It's important to note that any changes or evolutions of these functionalities could lead to adjustments in their pricing.
- You agree to pay the fees and charges associated with your use of the Service Offerings. Payments can be made through the methods we accept. Keep in mind that our fees encompass all applicable taxes, depending on where the payment takes place. If you qualify for specific tax exemptions and furnish us with the necessary proof, ReductStore will make an effort to provide you with the appropriate invoicing materials. This could potentially assist you in claiming refunds or credits for such taxes.
- Any new service or feature's fees will become effective once communicated directly to users, unless stated otherwise.
6.2. Billing & Renewals
- The Customer will pay, and authorizes ReductStore to charge, using the customer's selected payment method, for all applicable fees.
- Payments for Subscriptions are non-refundable. Cancellations of Order Forms or Subscriptions are strictly governed by the terms of this Agreement.
- When making your payments, they will be made without setoff, counterclaim, deduction, or withholding, unless the law requires such actions.
- The prices we charge include any applicable taxes or related fees. However, if there are additional taxes or charges specific to your situation or location that weren't initially accounted for, you'll be responsible for those payments.
- In case the Customer's account is set for auto-renewal, ReductStore may automatically charge for the renewal, unless notified otherwise by the Customer. ReductStore reserves the right to revise service rates with a minimum 30-day notice prior to the next billing cycle.
- Neither party is obligated to pay the other's income taxes or similar charges. If you're legally required to withhold any amount from your payments, you will provide us with relevant documentation upon request.
- The Customer is obligated to provide complete and accurate billing and contact information. Failure to do so may lead to disruptions in the service.
- ReductStore reserves the right to suspend or terminate the Subscription if there's an overdue payment.
By virtue of this Agreement, the parties may have access to information that is confidential to one another. We each agree to disclose only information that is required for the performance of obligations under this Agreement. Neither Party shall use the Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Neither Party shall disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other Party, except: (a) to its officers, employees, consultants and legal advisors who have a "need to know" such Confidential Information, who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Agreement; or (b) where the Receiving Party becomes legally compelled to disclose Confidential Information. Each Party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information of the other Party, and will take at least those measures that it takes to protect its own confidential information of a like nature. The Receiving Party will use reasonable efforts to provide timely notice of any legally compelled disclosure to facilitate confidential treatment of Disclosing Party’s Confidential Information and will furnish only that portion of Confidential Information that it is legally required to disclose after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment.
8. Term and Termination
8.1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 8. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 8.2.
8.2. Termination. a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice. (b) Termination for Cause. (i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account. (ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause (B) You are, or any User is, in breach of this Agreement (C) You are in breach of your payment obligations under Section 6 (D) in order to comply with the law or requests of governmental entities. (E) You or any associated User violates the terms of this Agreement, including compliance with the BUSL-1.1 license.
8.3. Effect of Termination. (a) Generally. Upon the Termination Date: (i) All your rights under this Agreement immediately terminat; except as provided in Section 8.3(b). (ii) You remain responsible for all fees and charges you've incurred up to the Termination Date. (iii) You are responsible for any fees and charges you incur during the post-termination period as described in Section 8.3(b). (iv) Provisions that will survive the termination or expiration of this Agreement include those relating to limitations of liability, confidentiality, licensing, infringement indemnity, payment, and any other provisions which by their nature are intended to persist. (b) Post-Termination. Unless we terminate your use of the Service Offerings as outlined in Section 8.2(b), during the 30 days following the Termination Date: (i) We won't take any action to remove any of Your Content from ReductStore systems due to the termination. (ii) For any use of the Services after the Termination Date, the terms of this Agreement will continue to apply, and you will be required to pay the applicable fees as stated under Section 6.
You will defend, indemnify, and hold harmless ReductStore and our affiliates and each of our respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Service Offerings; (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.
10. Representations and Warranties
10.1 Mutual Representations: Both ReductStore and the Customer represent and warrant that they each have the authority to enter into this Agreement.
10.2 ReductStore's Representations: ReductStore further represents and warrants that: (a) the Support Services will be performed in a professional and workmanlike manner by qualified personnel.
10.3 Customer's Representations: The Customer further represents and warrants that: (a) its use of the Service Offerings and ReductStore Products will comply with all applicable ReductStore Agreements, Terms, and Conditions; (b) it will not use the ReductStore Support Services or Supported Software for any illegal activity.
10.4 THE SERVICE OFFERINGS AND THE SUPPORTED SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AND ReductStore HEREBY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ReductStore DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE SERVICE OFFERINGS OR SUPPORTED SOFTWARE WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR-FREE, OR THAT ReductStore WILL CORRECT ALL SOFTWARE PROBLEMS OR THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
11. Limitation of liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ReductStore OR OUR AFFILIATES BE LIABLE FOR ANY LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. YOU ACKNOWLEDGE THAT ReductStore DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ReductStore IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ReductStore IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS OR THIRD PARTY CONTENT. ReductStore DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT. FURTHER, ReductStore WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ReductStore FOR ANY AND ALL CLAIMS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST DATE ON WHICH THE APPLICABLE CAUSE OF ACTION AROSE. THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY EVEN IF ReductStore HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT THE APPROPRIATE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT THESE LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
12.1. Independent Contractor. ReductStore is an independent contractor, and nothing in this Agreement or related to ReductStore’s performance hereunder will be construed to create an employment or agency relationship between Customer and ReductStore.
12.2. Force Majeure. Except for the obligation to pay money, neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, without limitation, an act of war, government or terrorism, an earthquake, flood, weather, accident, embargo, riot, pandemic, epidemic, sabotage, or labor shortage or dispute, or the failure of the Internet, phone system, or any public utility. The delayed Party shall give the other Party notice of such cause and shall use commercially reasonable efforts to correct such failure or delay in performance. This Section does not excuse Your obligation to pay for the Service Offerings.
12.3. Assignment. Neither Party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party; provided that ReductStore may assign this Agreement without the written consent of Customer as part of a corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement, or in connection with a similar transaction or series of transactions. Effective upon such assignment, the assignee is deemed substituted for ReductStore as a party to this Agreement and ReductStore is fully released from all of its obligations and duties to perform under this Agreement. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. ReductStore may freely subcontract the Support Services to third parties.
12.4. Entire Agreement. This Agreement, including the Addendum and any other documents, policies incorporated by reference into this Agreement and the information which is incorporated into this Agreement by written reference ( including reference to information contained in a URL or referenced policy), contains the entire agreement relating to the subject matter contained herein and supersedes all prior or contemporaneous agreements, written or oral, between the Parties. Except as set forth herein, neither this Agreement nor any Order may be modified or amended except in a written amendment signed by both Parties. No terms of any purchase order, acknowledgement, or other form provided by Customer will modify this Agreement, regardless of any failure of ReductStore to object to such terms. In the event of a conflict the following order of precedence shall apply: (a) the main body of this Agreement; (b) the Addendum provided, (c) an Order Form. A purchase order is for convenience only and any terms that govern the purchase order are of no effect. Customer’s purchase of any Subscription is not contingent on, and Customer has not relied on, the delivery of any future functionality, regardless of any communication about our products.
12.5. ReductStore may audit Your use of the Service Offerings (e.g., through use of software tools) to assess whether Your use of the Service Offerings is in accordance with this Agreement. You agree to cooperate with ReductStore’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations.
12.6. Modifications to this Agreement. ReductStore may modify this Agreement from time to time. If ReductStore makes any material changes to this Agreement, ReductStore may notify Customer by sending an email in accordance with Section or by prominently posting notice of the changes on ReductStore’s website. Any changes to this Agreement will be effective beginning upon the effective date of any new Order, or on first day of the next Renewal Term of an existing Order. If the email address provided by Customer to ReductStore is not valid, or for any reason is not capable of delivering to Customer the notice described above, ReductStore’s dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued receipt of the Support Services following notice of such changes shall indicate Customer’s acknowledgement of such changes and agreement to be bound by the updated version of this Agreement.
12.7. Export Restrictions. ReductStore may supply Customer with technical data that is subject to export control restrictions under the ReductStore and regulations of the United States. ReductStore will not be responsible for Customer’s compliance with applicable export obligations or requirements for this technical data. Customer agrees to comply with all applicable export control restrictions And to obtain all required authorizations, permits, or licenses to export, re-export or import, as required. Without limiting the foregoing, you agree that you will not export, disclose, re-export or transfer the such data, directly or indirectly, to: (a) any U.S. embargoed destination; or (b) anyone on(or controlled by a person or entity on)a U.S. government restricted persons list, including those who have been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You remain solely responsible for Your regulatory compliance in connection with Your use of the Services.
12.8. Notice. Notices under this Agreement will be in writing and effective on the delivery date. We may provide any notice to you under this Agreement by posting a notice on the site for the applicable Services or sending a message to the email address associated with your account.
12.9. Waiver. No term of this Agreement shall be considered waived and no breach excused by either Party unless made in writing. No consent, waiver, or excuse by either Party, express or implied, of any provision of this Agreement shall constitute a consent, waiver or excuse of any other breach of that or any other provision of this Agreement.
12.10. Severability. If any provision of this Agreement is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed severed from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement. The Parties hereto agree to replace any such illegal or unenforceable provision with a new provision that has the most nearly similar permissible economic or other effect.
12.11. Controlling Law. This Agreement will be governed by the ReductStore of the State of Delaware, without reference to conflict of ReductStore principles. In any dispute arising out of this Agreement, Customer and ReductStore each consent to the exclusive personal jurisdiction and venue in the state and federal courts within Middletown, Delaware. The Parties exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods from this Agreement and any transactions that may be implemented in connection with this Agreement.
Support Services Addendum
This Support Services Addendum (this "Addendum") describes the Support Services to be provided under the Agreement between Customer and ReductStore. Capitalized terms not defined in this Addendum have the meanings given to them in the Agreement.
1.1. Problem means a failure of the Supported Software to substantially conform to the functional specifications set forth in the applicable documentation provided by ReductStore.
1.2. Support Services means each of the services made available by us under this Agreement including those offered via Annual Solution Review, software support and problem resolution as part of the Service offerings.
1.3. Updates and Upgrades means subsequently released versions of the Supported Software. For clarity, Updates and Upgrades do not include any products that ReductStore licenses separately from the Supported Software or for an additional fee.
1.4. Workaround means a modification or "patch" for a particular version of the Supported Software, which may be of a temporary or interim nature, to help avoid, correct or circumvent a Problem.
2. Support Services
2.1. Eligibility. Upon payment of the applicable Fees, ReductStore shall provide Support Services as further described herein. To be eligible to receive Support Services in accordance with this Addendum.
2.2. Maintenance; Updates and Upgrades. As part of the Support Services, ReductStore shall use commercially reasonable efforts to maintain the Supported Software so that it operates without Problems. ReductStore shall supply Customer with Guided Updates and Upgrades for the Supported Software during the Subscription Term. Such Updates and Upgrades shall be provided to Customer at no charge.
2.3. Support. Subject to Section 2.1 of this Addendum, ReductStore shall provide the Support Services described herein to assist in Customer’s use of the Supported Software and resolve Problems in the Supported Software through direct engineering support delivered remotely via the Internet (email or text chat). ReductStore agrees to use commercially reasonable efforts to acknowledge, with a communication from a member of ReductStore’s support team, the Problems reported to ReductStore by Customer in less than 48 business hours after receiving such a report
2.4. Customer Information. To assist in expeditiously resolving a Problem, the Customer should record the following information for reference and should provide the information to ReductStore: (a) error messages and indications that Customer received when the malfunction occurred; (b) what the user was doing when the malfunction occurred; (c) what steps Customer has taken to reproduce the malfunction; (d) what steps Customer has already taken to solve the Problem; and (e) system logs.
2.5. Resolution. If a Problem is reported to ReductStore by Customer in accordance with this Section 2, then ReductStore will use commercially reasonable efforts to reproduce and resolve the Problem, and will carry out those efforts until the Problem is reasonably addressed; provided, however, that Customer shall respond to follow-up inquiries and other requests from ReductStore to assist in reproducing and resolving the Problem, including as set forth in Section 4 of this Addendum.
3. Optional Maintenance and Support Services
3.1. On-Site Support Services. For an additional fee, Customer may elect to receive on-site support and maintenance.
3.2. Training. For an additional fee, Customer may elect to receive training with respect to the Supported Software.
3.3. Consulting Related to Customer Defects. For an additional fee, Customer may elect to receive consulting services related to Problems caused by issues other than the Supported Software.
3.4. Out of Pocket Expenses. Customer shall pay all reasonable out-of-pocket expenses incurred by ReductStore related to maintenance and support services requested by Customer that are beyond the scope of this Addendum, including costs for meals, lodging and travel.
4. Obligations of Customer
4.1. Point of Contact. Customer shall designate an Authorized Representative as Admin who will be responsible for payments for the Service Offerings and other account-specific details.
4.2. Pre-Submission Procedures. Prior to requesting Support Services from ReductStore, Customer shall comply with all published operating and troubleshooting procedures for the Supported Software. If such efforts are unsuccessful in eliminating the Problem, Customer shall then promptly notify ReductStore of any Problem. Customer shall confirm that the following conditions are true before contacting ReductStore for Support Services:
4.2.1. Reproduction. If possible and practical, the Problem is reproducible in a single supported instance of Supported Software.
4.2.2. Release Level. The Supported Software is at a supported release level as set forth in Section 5.2 of this Addendum.
4.2.3. Support Representative. The Customer contact has the technical knowledge regarding the Supported Software and any other software or hardware systems involved, and in the facts and circumstances surrounding the Problem.
4.2.4. Access. The full system, including all software and hardware, is available to the Customer contact without limitations during any correspondence with ReductStore support personnel.
4.2.5. Cooperation. The Customer contact will follow the instructions and suggestions of ReductStore’s support personnel when servicing the Supported Software.
4.3 Updates and Upgrades. Customer acknowledges and agrees that Updates and Upgrades provided by ReductStore pursuant to this Agreement may, in ReductStore’s reasonable discretion, require additional training of Customer’s personnel.
4.4. Test Cases. For certain Problems, ReductStore may require that Customer provide ReductStore a test case and sufficient documentation to allow duplication of the Problem and the provision of Support Services. If such test case and documentation are not provided, ReductStore will be relieved of the obligation to provide any Support Services that are dependent on such test case or documentation until Customer provides such test case or documentation.
4.5. Disclaimer. ReductStore shall not be responsible to provide Support Services, Updates and Upgrades, or any other maintenance and support to the extent that Problems arise because Customer: (a) misuses, improperly uses, misconfigures, alters or damages the Supported Software; (b) uses the Supported Software with any hardware or software not supplied or supported by ReductStore; (c) fails to install any Updates and Upgrades to the Supported Software if such Updates and Upgrades would have resolved the Problem; or (d) otherwise uses the Supported Software in a manner not in accordance with the Agreement, applicable documentation or ReductStore’s instructions.
5. Limitation On Maintenance And Support
5.1. Customer Defects. ReductStore shall have no obligation to repair or address any Problem that is due to Customer’s incorrect or improper use of the Supported Software or failure to comply with the terms of this Agreement. However, at Customer’s request in writing approving the fees therefor, ReductStore may provide consulting services to correct the Problem pursuant to Section 3.3 of this Addendum.
5.2. Release Support Period. ReductStore shall provide Support Services for a release of the Supported Software if such release was made generally available during the previous 12 months.
5.3. Third Party Products. Support Services do not cover the operation or use of third-party hardware or software, nor do Support Services cover Supported Software to the extent modified by Customer or used in any manner in violation of the Agreement or inconsistent with any documentation or specifications provided by ReductStore.
5.4. No Training. Unless purchased as an additional service, the Support Services provided do not include assistance in training Customer’s personnel in the installation, administration, servicing or use of the Supported Software.
5.5. Data. ReductStore shall have no responsibility for loss of or damage to Customer’s data, regardless of the cause.