Cognitive Tools Technical Support Agreement

SWI-Prolog Technical Support Agreement

Support

Support on SWI-Prolog shall include answers to questions, guidance, patches and other assistance as determined by Cognitive Tools. Support excludes general computer system maintenance. Support is provided by means of e-mail or remote acces, it excludes on-site maintenance.
Cognitive Tools will make commercially reasonable efforts to: (a) ensure that support services are conducted in a professional and workmanlike manner by qualified personnel; and (b) in accordance with the applicable Support Level purchased by Customer, attempt to diagnose any failure of SWI-Prolog and to advise the Customer of appropriate remedies.
By accepting the terms of this agreement customers agree to provide Cognitive Tools with all information reasonably required to enable Cognitive Tools to determine the problem and solution. Such information may include, but not be limited to, the type of hardware and operating system currently being used, a description of the problem, and any additional software being used that falls outside the scope of coverage. Customer acknowledges that the completeness and accuracy of the information provided to Cognitive Tools may affect Cognitive Tools's ability to provide Support.
Customer acknowledges and understands that no software is perfect or error free, and that despite its commercially reasonable efforts, Cognitive Tools may be unable to provide answers to or resolve some or all requests for Support. Cognitive Tools makes no promises, guarantees or assurances of any kind that it will be able to provide the Support you seek.

Scope of Coverage

Cognitive Tools reserves the right to add or remove SWI-Prolog versions from support at its discretion. Customer will only be entitled to service, if they use an `official' release and thus unmodified version of SWI-Prolog. `Official' releases are identified on the download pages of the SWI-Prolog foundation at www.swi-prolog.org'. No support is provided for SWI-Prolog releases more than 1 year after their initial release date.
SWI-Prolog may only be supplemented by additions (i.e. patches, updates, fixes) that are authorized by Cognitive Tools and released for the respective version.
Customer understands and agrees that SWI-Prolog may not function with certain operating systems and hardware systems and cannot be compiled with certain C-compilers. Such environments are unsupported. Cognitive Tools shall have no obligation to provide Support for any unsupported environment. If Cognitive Tools determines the problem to be outside SWI-Prolog, Cognitive Tools may request that the customer replace certain software or hardware components (i.e. use another C-compiler, or C-compiler version, install operating-system patches, etc.). If the customer is unwilling to replace components that Cognitive Tools believes to be defective or unsupported, Cognitive Tools reserves the right to terminate this agreement. If the query goes beyond the scope of defined services or it is determined that the query cannot be solved, Cognitive Tools reserves the right to terminate this technical support agreement.

Support Process

Customers shall supply support requests by e-mail, adressing it to support@cognitivetools.com
Acknowledgement of a support request does not include a full solution to the support request. Support may include additional requests for information from the Customer. Support may also include suggestions on how to proceed. Failure to adhere to these requests will render the request Closed and no further support will be given. Should Cognitive Tools request information from the customer, and the customer fails to respond within 5 working days, the request will be Closed and no further support will be given; upon which a new request must be opened.
A support request is Closed when the customer acknowledges the success of a provided solution. No additional support for a given request will be given when the request is Closed.
Customer acknowledges that it is the sole responsibility of the Customer, at all times, including specifically during all service functions performed by Cognitive Tools pursuant to this Agreement, to protect and maintain an up-to-date and restorable backup of any and all databases, files, utilities, software and other systems which Cognitive Tools staff may directly access or in connection with which Cognitive Tools staff may offer advice.

Non-Exclusive License to Use Corrections

If, in the course of providing services under this Agreement, Cognitive Tools creates and delivers to the Customer any software or software tools (Corrections), all copyright, patent and other intellectual property rights to such Corrections shall fall under the SWI-Prolog licence.

Limited Transfers

Customer is entitled support only through the registered point(s) of contact within the organization seeking support. Any re-use, transfer, assignment or distribution of purchased support without the prior written permission of Cognitive Tools is prohibited and shall result in the termination of this agreement.

Confidential Information

In connection with any information marked confidential or identified to the receiving party as confidential, the receiving party agrees to use the same care which it takes for its own confidential information and that it will not intentionally disclose such confidential information to anyone other than the disclosing party during the term of this Agreement and for two years following its termination. The foregoing obligation shall not apply if the information shall have: (a) first become generally known and published through no fault of the receiving party; (b) been learned by the receiving party from a third party; (c) been already known to the receiving party; or (iv) been developed by or for the receiving party, independent of activities under this Agreement. In addition, unless otherwise requested by the Customer, Cognitive Tools agrees not to retain copies of Customer's data files on any Cognitive Tools system once a support request has been resolved.
Note that all Corrections provided by Cognitive Tools are provided under SWI-Prolog license and therefore never confidential. Cognitive Tools however may provide the Customer with confidential material to diagnose the problem.

System Security

If Cognitive Tools is given access to the Customer's computer systems in connection with performance of support, Cognitive Tools shall not intentionally violate any security measures employed by the Customer and made known to Cognitive Tools in writing.

Disclosure of Customer Identity

Cognitive Tools will not intentionally disclose the identity of the Customer on its Web site, advertising, press releases, or other publicly released publicity without the Customer's prior written consent.

Term; Renewal; Termination

The initial term of this Agreement shall be for a one (1) year period commencing on the date Customer submitted its Order Form. This Agreement shall be automatically renewed for subsequent one (1) year periods (each a Renewal Term) unless either party provides the other party with notice of its intent not to renew at least thirty (30) days prior to the expiration of the existing term.

Cognitive Tools may terminate this Agreement at any time and for any or no reason upon the provision of sixty (60) days written notice to the Customer, in which case Cognitive Tools shall provide the Customer with a pro rata refund of the applicable Annual Support Fee for the remainder of the months in the then-current term of the Agreement.

Cognitive Tools reserves the right to amend this Agreement, or any attachment from time to time by posting the amendment on the Cognitive Tools Website and sending an E-mail notification to the Customers points of contact, and any such amendment may include material changes in support services to the Customer. Unless otherwise noted in an amendment, amendments shall automatically be deemed to take effect on the first day of the calendar month that occurs at least 30 days after the date that Cognitive Tools first posted the amendment. In the event that Customer objects to any such amendment, Customer may terminate this Agreement by providing Cognitive Tools with written notice thereof no later than the date that the amendment takes effect, in which case Cognitive Tools shall provide the Customer with a pro rata refund of the applicable Annual Support Fee for the remainder of the months in the then-current term of the Agreement. The Customer agrees to check the Cognitive Tools Website for amendments on a monthly basis.

No Warranty

THE SUPPORT PROVIDED TO YOU BY COGNITIVE TOOLS IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT.

Limitation of Liability

In no event shall Cognitive Tools's liability for any claim arising in connection with this Agreement exceed the total of fees and charges paid to Cognitive Tools by Customer within the previous 6 month period. In no event shall Cognitive Tools be liable for indirect, consequential, special, exemplary, or incidental damages.

General

This Agreement shall be governed by and shall be construed in accordance with the Netherlands laws, excluding its choice of law provisions. This Agreement constitutes the entire understanding of the parties. This Agreement supersedes all prior representations and agreements, whether written or oral, regarding the subject matter of this Agreement. Any modification to this Agreement must be in a writing signed by both parties. Any transfer or assignment of this Agreement without the prior written permission of Cognitive Tools is prohibited. If one or more provisions contained in this Agreement are held invalid, such holding shall not impair the validity, legality, or enforceability of the remaining provisions.