Cognitive Tools Technical Support Agreement
SWI-Prolog Technical Support Agreement
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
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
Customers shall supply support requests by e-mail, adressing it to
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
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.
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.
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.
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.
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