Annual Maintenance Plan Services. The Annual Maintenance Plan includes the following:
a. Technical Support – Unlimited phone, fax and e-mail technical support with regard to CampBrain during our normal business hours. All support is done remotely and onsite visits are not included.
b. Upgrades/Enhancements – As they become available, BrainRunner Inc. will provide new versions and/or enhancements to current versions of CampBrain. Some new versions and/or enhancements may require more advanced, larger capacity or different equipment, networking or complementary software (collectively, the “Platform”). Such compatibility shall be your sole responsibility.
c. Documentation – As they become available, BrainRunner Inc. will provide updates and enhancements to existing documentation.
d. Report Customization – predetermined number of hours to be used for the purpose of producing new reports or revising existing ones.
e. Imperfections – BrainRunner Inc. will take all reasonable steps to correct imperfections in CampBrain that are directly attributable to programming if they are recognized by BrainRunner Inc., in its sole discretion, as having a materially detrimental effect on the performance of CampBrain.
Exclusions from Annual Maintenance Plan. The Annual Maintenance Plan does not include the following:
a. Provision, installation and/or support of non-BrainRunner Inc. software and the Platform. Non-Brainrunner Inc. software includes but shall not be limited to, operating system software, word processing, spreadsheet, reporting and/or database software.
b. The installation of upgrades and enhancements to CampBrain.
c. Upgrading any hardware, memory or other elements on the Platform on or with which you use CampBrain.
d. Customization of CampBrain.
e. Training sessions, site visits or new modules.
f. Repair of CampBrain and the data if BrainRunner Inc. determines the failure is related to:
the equipment or supplies you are using, or use of CampBrain on a platform other than the Platform designated by Brainrunner Inc.
misuse or neglect of CampBrain including, but not limited to, failure to perform scheduled data backups using a prudent method of media rotation.
anyone other than a member of BrainRunner Inc. staff making any alteration to CampBrain.
environmental conditions, including, but not limited to, insufficient, excessive or irregular electrical power, failure of air conditioning, excessive heat or humidity, food, water, wind or lightning.
use of CampBrain for purposes other than those which it was expressly designed.
use of any software or Platform elements other than CampBrain.
Term. The term of the Annual Maintenance Plan expires as noted on your invoice.
Charges. Charges are based upon the current list price of CampBrain and are calculated annually for a one-year period. The fee charged by BrainRunner Inc. for the Annual Maintenance Plan is subject to change annually at the sole discretion of BrainRunner Inc.. If you purchase additional workstation licenses or modules, these additions will automatically be subject to annual maintenance fees.
Payment. Payment must be received in accordance with the terms described on the invoice. All charges for the Annual Maintenance Plan are payable in advance. BrainRunner Inc. reserves the right to charge late fees on overdue accounts.
Warranty. The maintenance services provided hereunder shall be performed in a workmanlike manner. BrainRunner Inc. expressly disclaims any and all other representations and warranties with respect to the services described herein, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, and the representations and warranties that every reported problem can or will be resolved to your satisfaction and that the software and services may or will be uninterrupted or error free.
Limitation of Liability. In no event will BrainRunner Inc. be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover or other indirect, special, incidental or consequential damages arising out of the delivery of maintenance services or any delay in delivery of the maintenance services. BrainRunner Inc.’s maximum aggregate liability (whether in contract or in tort or under any other form of liability) for damages or loss, howsoever, arising or caused, shall in no event exceed the amount actually paid by you during the then-current term for the maintenance services giving rise to the liability.
Force Majeure. BrainRunner Inc. shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control.
Cancellation. The Annual Maintenance Plan may be cancelled by giving at least 30 days written notice from the renewal date. Cancellations will become effective on the renewal date.
Grandfathered Maintenance. Brainrunner Inc. only assures maintenance and repair services in respect of the then-current version of CampBrain and the immediately prior version.
Governing Law. All provisions of this agreement shall be governed by the laws of the Province of Ontario, without regard to conflict of laws rules.