ProSuite terms and conditions

Last updated: April 20, 2017

MainSpring

MainSpring shall provide to Client remote or onsite support of their systems in accordance with SCHEDULE A.ProSuite-Up Support requests will be performed remotely, if a support request cannot be resolved remotely, at MainSpring’s option, a MainSpring engineer will make a scheduled service call to the Client’s location. MainSpring’s normal working hours for the purpose of this agreement are 7:00 a.m. to 7:00 p.m., Monday through Friday. MainSpring may also provide to Client onsite technical equipment for the support of their systems.

Term/termination

This Agreement shall be in effect for a one (1) year term and automatically renewed for subsequent one (1) year terms commencing on the one (1) year anniversary of the Effective Date. During the first year, Client may terminate the contract at any time with a written sixty (60) day notice of cancellation. After the first year, Client may terminate the contract at any time with a written thirty (30) day notice of cancellation. Upon cancellation all MainSpring provided equipment must be returned. Failure to return MainSpring’s equipment in a timely manner will result in charges, to cover the cost associated to replacing the unreturned equipment. Client agrees to pay such charges whether the equipment is unreturned, lost, stolen or destroyed. Either party may terminate this agreement immediately if the other party becomes insolvent, or bankrupt, liquidated or dissolved, or ceases substantially all of its business. Neither party shall be liable for damages resulting from a termination of this agreement as provided for herein.

Fees

Fees will be calculated based upon the information provided in SCHEDULE A. Fees are billed monthly, in advance and commencing on the Effective Date; if Effective Date is other than 1st of the month, prorated fees for initial month and next month will be billed in advance. A finance charge of 1.5% per month (18% per year) late payment fee will be assessed on any unpaid balance remaining after due date. Fees stated in this Contract are subject to increase each year. MainSpring reserves the right to refuse or suspend service under this Agreement in the event Client has failed to keep the account current. MainSpring reserves the right to increase the contract up to 3% per year.

Representation and Warranties

Each party represents and warrants to the other that (i) it has all necessary authority to enter into and perform its obligations under this agreement without the consent of any third party, and (ii) that it shall comply in all material respects with all laws applicable to the performance of the Services. THE PARTIES HERETO MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.

Assignment

MainSpring may assign this Agreement to an affiliate or third party without the prior consent of Client.

Confidential Information

MainSpring will keep all client information confidential.

Non-Solicitation

The Client hereby agrees not to solicit, recruit, hire or otherwise to retain the services of any MainSpring employee except through MainSpring. Should the Client do so, as compensation for the cost to MainSpring of its investment in and/or training of and/or loss of services of the said employee, the Client agrees to pay the Company a sum equal to one year’s maximum billable revenue for such employee.

Maintenance

MainSpring reserves the right to conduct after hours/weekend maintenance to ensure optimal performance. MainSpring will notify official users of any planned downtime at least two weeks prior to the scheduled maintenance.

Force Majeure

MainSpring shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any event beyond such party’s reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, or power failure.

Indemnification

MainSpring hereby agrees to indemnify and hold Client harmless from all claims, losses, and liabilities (including reasonable attorney’s fees) arising from any claim or suit brought against Client by a third party based on Client’s use of the Services rendered by MainSpring under this Agreement, but only to the extent such claims, losses and liabilities (i) relate directly to MainSpring’s fraud, gross negligence, willful misconduct, or breach of this Agreement in performing such Services and (ii) are not attributable [in whole or in part] to the fraud, gross negligence, willful misconduct, or breach of this Agreement by Client. This paragraph sets forth MainSpring’s sole liability and entire obligation and the Client’s exclusive remedy for any action that is brought against MainSpring.
IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, THE PERFORMANCE OR NONPERFORMANCE BY EITHER PARTY OF ITS OBLIGATIONS HEREUNDER AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Client Responsibilities

Complete Agreement

This agreement, including the selections on the SCHEDULE A, shall constitute the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements with respect to same.

ProSuite includes:

ProSuite does not include:

All project and equipment recommendations will be accompanied with a quote for Client approval.

Business critical software

MainSpring provides support for the following business critical software:

Optional ProSuite 24/7 end user/workstation support

This coverage will provide unlimited access to the Support Centre for end user issues and emergency reporting and troubleshooting.

Monitoring and answering service

Times available: 7:01 p.m. to 6:59 AM, M, T, W, Th, 7:01 p.m. Friday to 6:59 a.m. Monday

Functions include: