Software Support Agreement

Included in annual licenses and subject to continued timely support payments for perpetual licenses

Visokio Ltd. provides the below defined level of standard support to all holders of paid activated annual licenses, and to holders of perpetual licenses whose recurring annual software support payments are all current (Licensees).  The standard level of Support defiend below applies to all Licensees who have not signed separate bi-lateral Support Agreements. Standard Software Support services available to all Licensees are defined as follows:

Definitions

"Designated Equipment" - a computer with an operating system and browser matching one of the following configurations:

• Microsoft Windows versions that are currently within the Microsoft mainstream support lifecycle. At time of writing this was Windows 10 version 1703 and above.
• Microsoft Windows Server versions that are currently within the Microsoft mainstream support lifecycle. At time of writing this was Windows Server 2016, and Windows Server version 1709 and above.
• Linux - Ubuntu Server 64-bit, all current versions (i.e. not yet end-of-life) according to Ubuntu.  At time of writing this was 14.04 LTS and above.
• Linux - Amazon EC2 AMI 64-bit - latest version
• Apple Mac OS X - the current version. At time of writing this was 10.13 High Sierra.
• (all platforms, where required to for web-based use) Google Chrome browser, current stable version and 2 versions prior. At time of writing this is Chrome 65 and up.

"Licensed Programs" - the software programs designed and written by Visokio Ltd. and provided in binary code form identified by Edition title and version/build number including any New Release of the same Edition with subsequent version/build number.

"Licensed Program Materials" - the Licensed Programs and the Program Documentation

"New Release" - any improved modified or corrected version of any of the Licensed Programs or Program Documentation from time to time issued by Visokio Ltd.

"Program Documentation" - information and files available via the online interactive Support Forums, KnowledgeBase and other information to be made available by Licensor to the Licensee at its discretion in either printed, digital online/electronic form.

"Program Specification" - the technical specifications from time to time published by Visokio Ltd. in respect of the Licensed Programs and available online to all Licensees in the KnowledgeBase

"Site" - the address for delivery of the Licensed Program Materials specified by the Licensee

"Annual License Fee" - the annual fee for the Software license, including the Software Support payment for the term of the license

"Software Support Fee" - the annual recurring fee associated with perpetual licences, the first year payment is included in the inital upfront license fee for perpetaul licenses.

Software Support shall comprise the following:

• information and advice by telephone, electronic post or interactive online Forum on the use of the Licensed Programs provided that unless otherwise agreed in a separate Support Agreement, telephone support for users of free Viewers will be limited to areas not explicitly covered in the Program Documentation;
• information and advice by telephone, electronic post or interactive online Forum regarding on forthcoming New Releases of the Licensed Programs currently in Release Candidate stage;
• upon request by the Licensee, the diagnosis of faults in the Licensed Programs and the rectification of such faults (remotely or by attendance on Site at Visokio Ltd. sole discretion) by the issue of fixes in respect of the Licensed Programs and the making of all necessary consequential amendments (if any) to the Program Documentation;
• creation and dispatch to the Licensee as required at Visokio Ltd.'s sole discretion of fixes, updates & patches in respect of the Licensed Programs;
• creation and dispatch to the Licensee as required at Visokio Ltd.'s sole discretion of a New Release of the Licensed Programs and Program Documentation.
• maintaining perpetual license keys active on our support servers, enabling automated error reporting and other services, such as activation, de-activation and upgrades, insurance for keys lost due to machine failures, premature employee account deletions, etc.
• Software Support does not apply to the action or operation of any software or hardware supplied by any other supplier other than the Licensed Programs.

Notification and response

The Licensee shall inform Visokio Ltd. of all faults requiring Software Support as soon as they arise and supply in writing to Visokio Ltd. a detailed description of any fault requiring Software Support and the circumstances in which it arose if so requested by Visokio Ltd.

The response time for Software Support shall be between the hours of 9 a.m. and 5.30 p.m GMT. Monday through to Friday (excluding bank and other public holidays). Visokio Ltd. shall respond to the Licensee with a status report on the fault following notification. Visokio Ltd. will classify the fault as Critical or Non-Critical to the fundamental operation of the Licensed Programs and the following procedure will then apply:

• Critical Problems: Visokio Ltd. will attempt to generate a fix or workaround by correcting or modifying the Licensed Programs to achieve its conformance to the specification in the Program Documentation and send it to the Licensee on the appropriate media as soon as possible;
• Non-critical Problems: Visokio Ltd. will attempt to generate a fix for incorporation in the next New Release. Where feasible, Visokio Ltd. may provide a temporary workaround to the Licensee. In no circumstances may Visokio Ltd. be required to correct a Non-critical Problem reported by the Licensee and Visokio Ltd. reserves the right to abandon attempts at a fix where the costs of the fix are likely to be excessive or the benefits to Visokio Ltd.'s customer base at large are at Visokio Ltd.'s absolute discretion likely to be negligible.

Software Support excludes diagnosis/rectification of faults resulting from:

• the improper use operation or neglect of either the Licensed Program Materials or the Designated Equipment;
• the modification of the Licensed Programs
• the use of the Licensed Programs on equipment other than the Designated Equipment;
• the failure by the Licensee to implement recommendations in respect of, or solutions to faults previously advised by Visokio Ltd.;
• any repair adjustment alteration or modification of the Licensed Programs without Visokio Ltd.'s prior consent;
• any breach by the Licensee of any of its obligations under any License Agreement in respect of the Licensed Programs;
• the Licensee's failure to install and use upon the Designated Equipment in substitution for the previous release any New Release of the Licensed Programs or the upgrading of the Designated Equipment as may be required by Visokio Ltd.; or
• the use of the Licensed Programs for a purpose for which they were not designed.

Visokio Ltd. shall be entitled to levy reasonable additional charges if Software Support is provided in circumstances where any skilled and reasonable Systems Administrator would have adjudged the Licensee's request to have been unnecessary. Additional charges shall be levied by Visokio Ltd. monthly in arrears and shall be payable by the Licensee (together with Value Added Tax thereon if applicable) within 30 days of receipt of any invoice thereafter.

Limit of Liability

There are no warranties conditions guarantees or representations whether expressed or implied by statute or otherwise orally or in writing except as provided herein. Visokio Ltd. will not be liable in any way for any losses caused by the Licensee's failure to perform its obligations hereunder including but not limited to any failure of the Licensee to make adequate provision for recovery of lost or corrupted data files or programs. Visokio Ltd. shall not be liable in any event for any loss of profits goodwill or any type of indirect special incidental or consequential loss or damage suffered by the Licensee (even if such loss was reasonably foreseeable or notified to Visokio Ltd.) or arising from loss of data or arising from the Software Support provided.