Technical Support Plan Terms and Conditions
Last updated: April 21st, 2022
These CentrAlert Technical Support Plan Terms and Conditions (“Technical Support Terms”) apply to any Technical Support Plan purchased by a company (“Licensee”) directly from CentrAlert, Inc. (“CentrAlert”) to cover CentrAlert products acquired by such company. These Technical Support Terms do not apply to any technical support purchased from a CentrAlert reseller or distributor or from any other third party.
1. Definitions
For the purposes of these Terms and Conditions:
1.1 Appliance means the computer server or other hardware in which CentrAlert Software is installed or initially configured by CentrAlert prior to its sale to the Licensee.
1.2 Business Hours means Monday through Friday from 8:30 AM to 5:00 PM ET, excluding Federal Holidays.
1.3 CentrAlert Software means the CentrAlert programs, in executable, machine-readable object code form, that are provided by CentrAlert, installed by CentrAlert on an Appliance, or initially configured by CentrAlert on an Appliance and licensed to Licensee hereunder, including any software designed and/or sold by CentrAlert for use solely with Licensee’s Designated System, under one or more licenses, for which services are provided hereunder, but excluding any Third-Party Software.
1.4 Confidential Information means all drawings, documents, ideas, samples, know-how, designs, specifications, studies, reports, concepts, methods, processes, techniques, trade secrets, improvements, formulae, inventions, techniques, contracts, products, programs, prices, marketing information and other information exchanged by the Parties (whether disclosed orally or in writing, by demonstration or otherwise) for the purpose of achieving the objectives of these Technical Support Terms. To the extent practical, “Confidential Information” shall be disclosed in documentary or tangible form marked “proprietary” or “confidential,” but failure to do so shall not nullify the proprietary nature of the disclosure. In the event of oral disclosure or disclosure by visual inspection, each Party shall have the right, or if requested by the non-disclosing Party, the obligation, to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made.
1.5 Designated System(s) means the CentrAlert system(s) purchased by Licensee to which these Technical Support Terms apply. The Designated System does not include software, hardware or other products that the Licensee may have in use or have connected to the Designated System that are separately obtained or provided by the Licensee, or third-party operating systems to which the Designated System may be linked.
1.6 Documentation means written information, whether contained in user or technical manuals, training materials, specifications or otherwise, specifically pertaining to the CentrAlert Software and made available to Licensee by CentrAlert, in any manner, in connection with the CentrAlert Software.
1.7 Enhancement means a change to CentrAlert Software that materially improves its functioning and causes it to materially exceed prior performance specifications as set forth in the then-current Documentation or expands the functionality of CentrAlert Software or Appliance(s) beyond what is described in the then-existing Documentation.
1.8 Error or Issue means any performance of CentrAlert Software not conforming to the Documentation in a material respect.
1.9 Interfere with Designated System Integrity means any action taken relating to the Designated System(s) by the Licensee or any of its contractors, consultants or representatives, other than configuring it using the CentrAlert Software’s graphic user interface as intended and pursuant to the relevant Documentation.
1.10 Licensee means any entity who has legally acquired from CentrAlert a license to use the CentrAlert Software on one or more Appliances purchased from CentrAlert or its authorized sales representatives or distributors.
1.11 Party or Parties means anyone bound by these Technical Support Terms, namely CentrAlert or Licensee.
1.12 Software means computer programs contained on a magnetic tape, semiconductor device or other memory device or system memory consisting of: (a) hardwired logic instructions which manipulate data in a processor and control input-output operations and error diagnostic and recovery routines, and (b) instruction sequences in machine-readable code that control transaction processing, peripheral equipment and administration and maintenance functions, as well as associated documentation used to describe, maintain and use the programs.
1.13 Third-Party Software means any Software included in the Designated System(s) that is not CentrAlert Software.
1.14 Tier One Issue means any Error or Issue that does not directly affect normal use.
1.15 Tier Two Issue means any Error or Issue that inhibits use of the CentrAlert Software, but for which there are temporary methods that can be instituted to “work around” the trouble until a permanent solution is provided.
1.16 Tier Three Issue means any Error or Issue that affects the normal use of the CentrAlert Software in a way that completely inhibits system use.
1.17 Updates and Repairs means (a) any commercially available corrections, bug patches, repairs, or modifications to the CentrAlert Software provided by CentrAlert to fix an Error or Issue; and (b) any corrections, modifications or enhancements provided to the Licensee by a Third-Party Software vendor that has been tested by CentrAlert and found to have no known detrimental effects on the performance of the Designated System, and have been authorized for re-distribution by the Third-Party Software vendor.
1.18 Upgrade means a package of Enhancements packaged together as a planned CentrAlert Software new revision to a module of CentrAlert Software.
2. Support Services
2.1 Notification of Error or Issue. Licensee agrees to notify CentrAlert of any Error or Issue it becomes aware of in the course of using the Designated System. Such notification is required to be sent to a CentrAlert authorized representative within 72 hours of encountering such Error or Issue using any one of the services identified in Sections 2.2-2.3 below. Licensee agrees to submit to CentrAlert all such data and information which CentrAlert may reasonably require to reproduce the Error or Issue at CentrAlert’s facilities. Notice to CentrAlert is required whether such Error or Issue appears to result from CentrAlert Software, Third-Party Software, or the Designated System hardware.
2.2 Support ID Required. Upon purchasing a Technical Support Plan, CentrAlert will provide Licensee with a unique Support ID number and Access Password under separate cover. Anyone authorized by the Licensee to receive support must provide the Support ID number and Access Password to initiate support services.
2.3 Telephone and Email Support. For Elite and Enterprise Technical Support Plans, CentrAlert agrees to make available to Licensee telephone and email support twenty-four hours a day, seven days a week, and three-hundred sixty-five days a year. For Essential Technical Support Plans, CentrAlert agrees to make available to Licensee telephone and email support during Business Hours. CentrAlert will provide unlimited telephone and email support to answer questions concerning use of CentrAlert Software and to help Licensee resolve, or in the alternative work around, the reported Errors and Issues. CentrAlert’s response time to any questions will also be based on their Technical Support Plan level with responses guaranteed in under 48 hours for Essential, under 24 hours for Elite and on the same day for Enterprise.
2.4 On-Site Support. At the Licensee’s request, CentrAlert will send qualified support personnel to the location of the Designated System and provide on-site support, to correct any Error or Issue. CentrAlert agrees to immediately provide temporary methods that can be instituted to “work around” the trouble until a permanent solution is provided. If a permanent solution cannot be provided to Licensee within two weeks of a Tier Three Issue report, the Licensee can, at its option, terminate these Technical Support Terms in accordance with Section 6.3, and receive a pro-rata reimbursement for any fees paid under section 5.1-5.3.
2.5 Training. At Licensee’s request, CentrAlert will send qualified training personnel to the location of the Designated System and provide on-site training to people designated by Licensee. Such on-site training will include, but is not limited to, instructions and guidelines for performing all of the functions and processes described in the Documentation. For Enterprise Technical Support Plans, CentrAlert will also provide live remote training on an annual basis for as long as the Technical Support Plan is active. This training must be scheduled with CentrAlert Technical Support and must take place during Business Hours.
2.6 Online Training Videos. As a component part of all Technical Support Plans, Licensee has access to an extensive collection of Online Training Videos. Said Videos are available twenty-four hours a day, seven days a week, and three-hundred sixty-five days a year at the CentrAlert website. Depending on the level of Technical Support Plan (Essential, Elite or Enterprise), the Licensee will have either 1, 5 or 25 individual logins to access said Videos, with each Technical Support Plan offering the ability to add individual logins for a set fee ($150 per login for Essential, $100 per login for Elite and $50 per login for Enterprise). Training Video Transcripts are also available for Elite and Enterprise Technical Support Plans.
2.7 C-DAC Aware License. C-DAC Aware is a software module that enables the CentrAlert system to respond to Common Alerting Protocol (CAP), allowing the Licensee to send specific messages related to any National Weather Service (NWS) or National Oceanic and Atmospheric Administration (NOAA) event. Like all other software modules, C-DAC Aware has an initial setup fee that the Licensee pays when they purchase their Designated System. However, since C-DAC Aware receive live NWS and NOAA data, there is also an annual license fee to continue using the service. This license can only be obtained by Licensees with an active Technical Support Plan with a small additional fee being added to the base cost of the Technical Support Plan selected.
2.8 Mobile Guardian Downloads. Every Licensee has the option of including licenses for download of the Mobile Guardian App, which enables the Licensee to access certain features of the Guardian User Interface from their registered mobile device. As with all other CentrAlert Software, Mobile Guardian has an initial setup fee that the Licensee pays when they purchase their Designated System. However, Licensees with Essential Technical Support can get their downloads of Mobile Guardian at a discounted rate, while those with Elite and Enterprise Technical Support receive unlimited Mobile Guardian downloads as part of their Plan.
2.9 Annual System Maintenance Check. For Elite and Enterprise Technical Support Plans, the Licensee can request for a CentrAlert engineer or CentrAlert Certified Technician to conduct an annual maintenance check on their Designated System to ensure system health. This maintenance check is mainly concerned with ensuring that all CentrAlert recommended procedures are being followed so that the Designated System operates at peak efficiency. After evaluating the system, the CentrAlert engineer or CentrAlert Certified Technician will (if necessary) produce a list of recommendations for the Licensee to consider. Annual System Maintenance Checks must be scheduled with CentrAlert Technical Support and must take place during Business Hours.
2.10 Remote Diagnostics. In the event of a CentrAlert Software issue, Elite and Enterprise Technical Support Plans offer the Licensee the option of having a CentrAlert engineer remotely diagnose their issue via remote access. Remote Diagnostics must be scheduled with CentrAlert Technical Support and must take place during Business Hours.
2.11 Online Training Simulator. For Elite and Enterprise Technical Support Plans, CentrAlert will make available to Licensee its generic Online Training Simulator (Elite Licensees will need to pay an additional fee). This Simulator features a replica of various CentrAlert Software components to enable Licensee to become accustomed to said components before working with the actual CentrAlert Software on their Designated System. Access to the Online Training Simulator must be scheduled with CentrAlert Technical Support and must take place during Business Hours.
2.12 Remote Monitoring. For Enterprise Technical Support Plans, and in the event that the Licensee has multiple Designated Systems that require a central hub to monitor alarm activity, CentrAlert will actively monitor any Central Alarm Server (CAS) to ensure that every Designated System within the Licensee’s network is operating at peak efficiency. Additional fees apply. Call CentrAlert for details.
2.13 Cloud Backup (Disaster Recovery). For Enterprise Technical Support Plans, the CentrAlert cloud will maintain backups of all Licensee files to protect against loss due to natural disaster, equipment failure or other catastrophic event. Additional fees apply. Call CentrAlert for details.
3. Maintenance Updates and Repairs
3.1 Maintenance Updates and Repairs. CentrAlert will make available to Licensee all CentrAlert Software Maintenance Updates and Repairs that are issued and made commercially available to its CentrAlert Software end-user licensees. At Licensee’s request, CentrAlert will provide automatic Email alerts of the existence of such Software Maintenance Updates and Repairs and will provide instructions on how to access said Updates and Repairs. All such Maintenance Updates and Repairs will constitute CentrAlert Software installed on the Designated System by CentrAlert. Periodically, when deemed necessary by CentrAlert at its sole discretion, CentrAlert will furnish Licensee with updated Documentation related to any such CentrAlert Software Maintenance Updates or Repairs installed on Licensee’s Designated System. For Enterprise Technical Support Plans, this extends to Windows Operating System Patch validations where CentrAlert tests said patches against CentrAlert Software in a lab setting to ensure compatibility with Licensee’s CentrAlert Software and Designated System.
3.2 Determination by CentrAlert of Errors Not Resulting from CentrAlert Software. CentrAlert will determine within a reasonable time from the initial notification of a claimed Error or Issue, whether the claimed Error or Issue actually is an Error or Issue of the CentrAlert Software. If the claimed Error or Issue instead results from the Designated System’s hardware, Third-Party Software or some other cause other than an Error or Issue with the CentrAlert Software, CentrAlert will notify Licensee of its findings and will provide triage services to route hardware issues to the appropriate manufacturer so that Licensee can pursue resolution with the appropriate manufacturer or vendor, including, if applicable, a resolution in accordance with that manufacturer’s or vendor’s warranty. If Licensee does not give appropriate notice of a claimed Error or Issue to CentrAlert, or if a claimed Error or Issue is determined to not be a result of the CentrAlert Software, Licensee agrees to reimburse CentrAlert for any costs incurred as a result and to pay CentrAlert at CentrAlert’s standard rates for any of its efforts to resolve the claimed Error or Issue.
3.3 Errors or Issues Resulting from CentrAlert Software. If CentrAlert determines that a claimed Error or Issue is valid and materially alters the performance or functionality of a Designated System, Licensee’s remedy shall be that CentrAlert will use commercially reasonable efforts to resolve, at no cost to the Licensee, such Error or Issue by repairing or replacing the CentrAlert Software within two weeks of the Licensee reporting a Tier Three Issue to CentrAlert or thirty days of the Licensee reporting any other Issue to CentrAlert. Should CentrAlert be unable to resolve the Error or Issue, Licensee may (i) receive a reimbursement for the cost Licensee paid for that portion of work, or (ii) Licensee may terminate these Technical Support Terms and receive a pro-rata refund for any fees paid, or (iii) both (i) and (ii). At CentrAlert’s option, the repair of an Error or Issue may be provided by: (i) the issuance of a Maintenance Update or Repair involving a reasonable “work-around,” which may consist of specific administrative steps or alternative configuration; (ii) the issuance of a Maintenance Update or Repair in the form of an object code patch for the affected portion of the CentrAlert Software, or (iii) uninstalling the CentrAlert Software and reinstalling a new copy of the CentrAlert Software containing the Maintenance Update or Repair needed to resolve the reported Error or Issue. Licensee acknowledges that in order to address an Error or Issue, CentrAlert may require access to the Designated System in Licensee’s possession. Licensee agrees to provide access, assistance and information to CentrAlert as required to resolve an Error or Issue with CentrAlert Software. The access, assistance, and information in the preceding sentence shall be to the extent that such is not prohibited by any third-party agreement or any law, statute, ordinance, governmental agency regulation or similar agency, limiting, restricting, or precluding such access, assistance or information.
3.4 Enhancements. Any Enhancements, whether resulting from interaction with Licensee or otherwise, and any patents related to such Enhancements, are the property of CentrAlert. CentrAlert is not required to provide Enhancements as a Maintenance Update or Repair. CentrAlert may offer Enhancements for immediate sale to Licensee or may wait to release Enhancements as part of a planned CentrAlert Software Upgrade. In no case is CentrAlert under any obligation to release Enhancements at any time.
3.5 Software Replacement. In the event that any media for CentrAlert Software contained within the Designated System incurs damage, whether from acts of nature or human error, CentrAlert shall provide replacements for such Software to Licensee at no additional charge, subject to the terms and conditions of these Technical Support Terms.
3.6 Priority Hardware Replacement. In the event that any piece of CentrAlert-provided hardware associated with the Designated System incurs damage, whether from acts of nature or human error, CentrAlert shall provide a temporary hardware replacement as quickly as possible in order to minimize system downtime. The affected hardware can then be returned to CentrAlert to ascertain whether a repair or replacement is required. NOTE: Priority shipping may not be possible for systems located outside of the contiguous United States. In such cases, equipment will be sent as expeditiously as possible.
3.7 Approved Third-Party Patches and Updates. Manufacturers of Third-Party Software used on networks that communicate with or connect to an Appliance or Appliances, from time to time, publish or release patches and/or updates for their products. Licensee agrees to install only third-party patches and updates approved by CentrAlert, whether such patch or update applies directly to Third-Party Software or to software on a network that communicates with or connects to an Appliance or Appliances. CentrAlert will use reasonable efforts to test the interaction of third-party patches and updates with the CentrAlert Software and will update the list of approved patches and updates from time to time. Use of unapproved third-party patches or updates will void all CentrAlert Software warranties under this Agreement.
4. Discounts
4.1 Additional Services. Licensee may, at the discretion of CentrAlert, receive discounts on additional services for CentrAlert Software, including but not limited to system setup, recipe creation, custom reports, and training.
4.2 On-Site Support. Licensee may, at the discretion of CentrAlert, receive discounts for on-site support of CentrAlert Software.
4.3 Upgrades. Any patches or bug fixes to the CentrAlert Software will be available to Licensee without any additional costs.
4.4 Refresh Program. The CentrAlert Refresh Program allows the Licensee to get up to 50% off a new CentrAlert system if they maintain their Technical Support Plan for five years from the date of initial configuration. Every CentrAlert system can be supported for a maximum of five years from initial configuration with a 10% discount on a new CentrAlert system applied for each year of unbroken Technical Support. Any break in Technical Support Plan renewals will reset the clock on this discount to zero, with a break being defined as going 90 days past the Technical Support Plan expiration date without renewing. Upon renewing their Technical Support Plan for a fifth year, the Licensee has until the expiration date of said Technical Support Plan to utilize the discount on a new CentrAlert system. Smaller discounts in previous years can be redeemed at any time, provided the Technical Support Plan is still active. Once the new, discounted CentrAlert system is confgured, the Licensee can purchase a new Technical Support Plan to start the clock running on another Refresh Program. The Refresh Program only covers CentrAlert Software and CentrAlert-provided hardware. Shipping, installation, training and support are not covered. Discount applies to MSRP of CentrAlert system. For Licensees with a Professional C-DAC, an Enterprise Technical Support Plan is required in order to avail of the Refresh Program.
5. Payment
5.1 Technical Support Plan Fees. Licensee will pay the Technical Support Plan Fees before any Technical Support Plan goes into effect. CentrAlert agrees to send email renewal notices to Licensee 60 days prior to expiration, 30 days prior to expiration, on expiration day, 30 days after expiration and 60 days after expiration until the Licensee renews or the 60-day post expiration email is sent, whichever comes first. If payment is not received before expiration, the Technical Support Plan, and all associated benefits, will lapse.
5.2 Additional Fees. Fees for additional services and products will be performed at the published labor rates of CentrAlert, subject to the discounts described in Section 4.1-4.3. Such additional fees will be invoiced monthly.
5.3 Costs. All fees set forth above shall be inclusive of all costs and applicable taxes.
6. Term
6.1 Duration. New Technical Support Plans will typically come into effect at the date of shipping of Licensee’s Designated System with the duration being either one year or five years, based on the relevant Purchase Order.
6.2 Explicit Termination. Starting 90 days after the Effective Date, either Party may terminate these Technical Support Terms at any time for any reason with sixty (60) days written notice of termination from the other Party. If CentrAlert terminates the Agreement under this Section 6.2, CentrAlert agrees to reimburse Licensee an amount of the yearly Maintenance Fee proportional to the unused percentage of the year.
6.3 Failure to Fix a Tier Three Issue. Licensee may terminate these Technical Support Terms at any time if CentrAlert cannot provide a permanent solution to a Tier Three Issue within two weeks of the Licensee reporting the Error or Issue. If Licensee terminates the Agreement under this Section 6.3, CentrAlert agrees to reimburse Licensee an amount of the yearly Maintenance Fee proportional to the unused percentage of the year. Licensee may elect not to terminate and receive a refund for the portion of services or work that contains the Error or Issue.
6.4 Insolvency. In the event that either Party (a) shall become “Insolvent” (as such term is defined in the Bankruptcy Code of the United States of America, as amended from time to time), (b) shall fail to pay its debts generally as they become due, or (c) shall voluntarily seek, consent, or acquiesce in the benefits of any bankruptcy or similar debtor-relief laws that Party shall be considered to be in default of these Technical Support Terms.
7. Warranty
7.1 Limited CentrAlert Software Warranty. CentrAlert represents, warrants, and covenants that CentrAlert Software: (i) is free of material or frequent Errors or Issues; (ii) complies with applicable laws and regulatory requirements; (iii) contains no viruses; (iv) does not violate intellectual property rights and that no suit is pending regarding alleged violation of such rights; and (v) has Documentation sufficient to enable persons of professional competence with computers to operate and use it. CentrAlert warrants to the Licensee that each item of Software, as delivered or updated by CentrAlert and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation for a period of one year after shipping. This one-year warranty is active irrespective of Technical Support Plan status.
7.2 Limited CentrAlert Hardware Warranty. CentrAlert represents, warrants, and covenants that CentrAlert-manufactured Hardware: (i) is free of material or frequent Errors or Issues; (ii) complies with applicable laws and regulatory requirements; (iii) contains no viruses; (iv) does not violate intellectual property rights and that no suit is pending regarding alleged violation of such rights; and (v) has Documentation sufficient to enable persons of professional competence with computers to operate and use it. CentrAlert warrants to the Licensee that each item of CentrAlert-manufactured Hardware, as delivered or updated by CentrAlert and properly installed and operated, will function substantially as described in its then-current user documentation for a period of one year after shipping. This one-year warranty is active irrespective of Technical Support Plan status.
7.3 CentrAlert Does Not Warrant Third-Party Hardware and Other Required Software. CentrAlert does not independently warrant the Designated System hardware and the Third-Party Software installed thereon. The only warranties applicable to Designated System hardware and Third-Party Software are those warranties, if any, given by the manufacturers of those products.
7.4 Interference with Designated System Integrity Voids All Warranties. If Licensee, or any interlocutor acting on behalf of, in concert with, or with the consent or acquiescence of the Licensee Interferes with Designated System Integrity, all warranties given by CentrAlert on the CentrAlert Software are, thereby, immediately voided.
7.5 Support, Service and Maintenance Warranty. CentrAlert represents, warrants and covenants that support, service and maintenance it provides pursuant to these Technical Support Terms will be done in a workmanlike manner in accordance with industry practices.
7.6 Disclaimer. EXCEPT FOR THE LIMITED REPRESENTATIONS, WARRANTIES, AND COVENANTS EXPRESSLY STATED HEREIN, CENTRALERT SOFTWARE, DOCUMENTATION AND MAINTENANCE, AS WELL AS ALL SERVICES, ARE PROVIDED “AS IS,” AND CENTRALERT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE LIMITED REPRESENTATIONS, WARRANTIES AND COVENENANTS EXPRESSLY STATED HEREIN, CENTRALERT DOES NOT WARRANT OR REPRESENT THAT CENTRALERT SOFTWARE, DOCUMENTATION OR MAINTENANCE WILL BE FREE FROM ERRORS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. LICENSEE ACKNOWLEDGES THAT CENTRALERT IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR NETWORK FAILURES, HARDWARE, OTHER REQUIRED SOFTWARE OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSON OR ENTITY OTHER THAN CENTRALERT OR ITS EMPLOYEES, OR AGENTS. LICENSEE FURTHER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES GIVEN BY CENTRALERT OTHER THAN THE EXPRESS WARRANTIES SET FORTH IN THESE SUPPORT TERMS. THIS PROVISION DOES NOT INCLUDE ANY COSTS, EXPENSES, OR DAMAGES, CAUSED BY A PARTY’S GROSS NEGLIGENCE; INTENTIONAL ACTS OR OMISSION; WANTON, WILLFUL, AND RECKLESS, ACTS OR OMISSION; FRAUD; OR MISREPRESENTATIONS OF A PARTY.
8. Miscellaneous
8.1 Confidentiality. CentrAlert hereby acknowledges that in providing maintenance, training, customer support, and additional services to Licensee, that CentrAlert may learn information which is deemed to be Confidential Information of Licensee. CentrAlert hereby agrees not to disclose any information identified by Licensee as confidential or proprietary. Neither Party shall disclose any of the terms of these Technical Support Terms, including without limitation, the amount of payment. Notwithstanding the foregoing, the Parties may disclose the existence of these Technical Support Terms. The Parties may disclose the terms of these Technical Support Terms, including, without limitation, the fact and amount of payment, on an as-needed basis to their respective attorneys, accountants, tax authorities, insurers and/or governmental agencies, or in response to legal process or pursuant to any order from any court of competent jurisdiction requiring disclosure, or as otherwise required by law.
8.2 Force Majeure. Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) will not be considered a breach of these Technical Support Terms if such delay is caused by a labor dispute, market shortage of materials, fire, earthquake, flood or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.
8.3 Severability. If any provision of these Technical Support Terms is found by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of these Technical Support Terms shall remain in full force and effect.
8.4 Assignment. These Technical Support Terms may not be assigned or transferred by Licensee (in whole or in part and whether voluntarily, involuntarily, or by operation of law) without the prior written consent of CentrAlert and any attempt to do so shall be null and void and of no effect. Notwithstanding the foregoing, Licensee may assign these Technical Support Terms to an entity that acquires, or succeeds to, all or substantially all of Licensee’s business and assets (a “Successor“) by providing thirty (30) days prior written notice to CentrAlert, and provided that: (a) CentrAlert does not reasonably consider such Successor a direct competitor; and (b) such assignment is in writing and states that such Successor is accepting all obligations of Licensee under these Technical Support Terms and agrees to be bound by these Technical Support Terms as if it were the original Party hereto. These Technical Support Terms shall be binding upon and inure to the benefit of the Parties to these Technical Support Terms and their respective successors, sublicensees, assignees and agents.
8.5 Governing Law. The laws of the Country, excluding its conflict of law rules, shall govern these Technical Support Terms. The Technical Support Terms may also be subject to other local, state, national or international laws.
8.6 Enforcement. If either Party retains counsel for the purpose of enforcing or preventing the breach or threatened breach of any provision contained herein or otherwise retains counsel to enforce any right or remedy it may have, then the prevailing Party will be entitled to be promptly reimbursed by the non-prevailing Party for all reasonable costs, fees and expenses, including reasonable attorneys’ fees, expended or so incurred by a predominantly prevailing Party, which is defined as the Party that receives a favorable judgment by a court of competent jurisdiction or a jury trial.
8.7 No Waiver. No waiver of any provision of these Technical Support Terms will be effective unless it is specified in a writing signed by an authorized representative of each Party. No course of dealing, course of performance or failure of either Party to enforce any provision of these Technical Support Terms in a strict or timely manner will be construed as a waiver of such provision or any other provision. No waiver or breach of any provision of these Technical Support Terms will be construed to be a waiver of any subsequent breach of the same or any other provision.
8.8 Relationship of Parties. These Technical Support Terms do not constitute or create a joint venture, partnership, agency relationship, or formal business organization of any kind, and the rights and obligations of the Parties shall be those of independent contractors only.
8.9 Notice. All notices required hereunder shall be given in writing and shall be personally delivered or sent by postage prepaid mail, addressed to the Parties at their addresses listed below, or at such other addresses as the respective Parties may designate from time to time to the other by written notice. Notice is reputably presumed to have been received five days after the mailing date. Notice may also be given to a Party via facsimile transmittal (with verification of transmittal) or electronically via pdf, which shall be followed up by the mailing of a hard copy. Notice by facsimile or email shall be considered given on the day such notice is faxed/emailed and received.
8.10 Headings. Section headings in these Technical Support Terms are for convenience only and are not to be used in interpreting these Technical Support Terms. As used in these Technical Support Terms, the word “including” means “including but not limited to.” The Parties acknowledge and agree that no implied rights or licenses are conveyed by these Technical Support Terms, that all rights are specific to the Parties and do not extend to their parents, subsidiaries or affiliates and that all rights in and to the CentrAlert Software not expressly granted to Licensee in these Technical Support Terms are reserved by CentrAlert.
8.11 Hold Harmless. Each Party hereto shall indemnify and hold the other Party, its directors, officers, members, employees, successors, sublicensees, assignees and agents harmless from and against any and all claims arising from acts and omissions of the acting or omitting Party, its directors, officers, members, employees, successors, sublicensees, assignees and agents.
8.12 Entire Agreement. These Technical Support Terms embody the entire understanding of the Parties and supersede and replace any and all pre-existing agreements or understandings between Licensee and CentrAlert. CentrAlert may modify these Technical Support Terms from time to time, provided that no such modifications will apply to the Technical Support Plan purchased by Licensee prior to such modifications being posted on CentrAlert’s website. All orders placed by Licensee with CentrAlert in connection with these Technical Support Terms will be governed by and subject to these Technical Support Terms. No terms or conditions contained in any purchase order or other document submitted by Licensee will in any way modify or add to these Technical Support Terms, and any such terms or conditions that are in any way inconsistent with or additional to these Technical Support Terms are hereby rejected by CentrAlert and will have no force or effect.
9. Translation Interpretation
These Technical Support Terms may have been translated using tools available on our website, centralert.com.
You agree that the original English text shall prevail in the case of a dispute.
10. Changes to These Terms and Conditions
CentrAlert reserves the right, at its sole discretion, to modify or replace these Technical Support Terms at any time. CentrAlert will notify you of any changes by posting the new Technical Support Terms on this page and updating the “Last updated” date. These changes are effective immediately after they are posted on this page.
11. Contact CentrAlert
If you have any questions about these Technical Support Terms, you can contact us:
- By email: info@centralert.com
- By phone number: 859.224.1047
- By mail: 3090 Harrodsburg Road, Suite 202, Lexington, KY, 40503, United States