Technical Support Services Policy

Terms and Conditions

BY CONTACTING AEC SOFTWARE INC., (“AEC”) FOR TECHNICAL SUPPORT SERVICES OFFERED (“SUPPORT PLAN”) THE INDIVIDUAL OR ENTITY ("CUSTOMER") AGREES THAT THE FOLLOWING TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) GOVERN THE DELIVERY OF THE SUPPORT PLAN UNDER THE APPLICABLE SUPPORT PLAN SELECTED. IF CUSTOMER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, CUSTOMER SHOULD NOT CONTACT AEC OR PURCHASE THE SUPPORT PLAN. SUPPORT PLANS ARE NON-REFUNDABLE. THE SUPPORT PLAN IS EFFECTIVE ON THE DATE OF PURCHASE (“EFFECTIVE DATE”) UNLESS OTHERWISE NOTED.

1. Services. AEC will provide support services (“Support Services”) on AEC software products or related services (“Supported Products”) for the applicable Support Plan, as described at the following online webpage: http://www.aecsoftware.com/support/support-programs/ (“Support Services Plan Page”). AEC reserves the right to amend the Support Services provided and/or Supported Products covered under a Support Plan, at any time, by posting updates to the Support Services Plan Page. For any updates that affect Customer’s Support Plan, AEC will notify Customer of the update via the electronic mail address registered by Customer. The terms described at the Support Plan Support Page are incorporated into these Terms and Conditions. In the event of any inconsistencies between the terms in this document and the terms at the Support Plan Support Page, the terms at the Support Plan Support Page will govern.

2. Limitations.

2.1 Support Incidents. Support Plans are provided in single, multiple or annual Support Incident packages. A Support Incident is a specific, discrete issue with a Supported Product, whose origin can be isolated to a single cause. While the issue may involve other aspects of a Supported Product, addressing other aspects constitutes a separate issue and is treated as a separate Support Incident. A Support Incident may involve multiple phone calls or emails. AEC is responsible for determining what characterizes a single Support Incident and for communicating this information to Customer. AEC will make reasonable efforts to resolve a Support Incident but does not guarantee that Support Incidents will be resolved. Generally, a Support Incident is resolved when Customer receives one of the following: (a) information that resolves the problem; (b) information on how to obtain a software solution that will resolve the problem; (c) notice that the problem is caused by a known, unresolved issue or an incompatibility issue with a Supported Product; (d) information that identifies the problem as being resolved by upgrading to a newer release of the Supported Product; (e) notice that the problem has been identified as a hardware equipment issue; or (f) notice that the problem cannot be recreated, and hence resolved. Under a Support Plan with multiple Support Incidents, each new Support Incident contact made by Customer will decrease the remaining number of eligible Support Incidents.

2.2 Response Times and Phone Call Durations. AEC will make reasonable efforts to respond to a Support Service request within a reasonable time, but does not guarantee that a response will be provided within a specific time period. All Response Times are measured in accordance with AEC Software Support and Services Hours of Operation. Support Services are provided in English only, unless otherwise specified, to a single person or to multiple persons designated by Customer at AEC’s written approval and as allowed under the Support Plan. All Support Plan phone calls are limited to no more than one (1) contiguous hour per Support Incident.

2.3 Current Release. Unless otherwise specified, all Supported Products must be at their most current release level.

2.4 Use. Support Services are not intended for use in the operation of nuclear facilities, aircraft navigation, communication systems, air traffic control machines or other activities in which the failure of the Support Services to attain a desired result could lead to death, personal injury, or severe physical or environmental damage.

3. Exclusions. Unless otherwise specified in the Support Plan, AEC will not provide Support Services relating to problems or issues arising out of or from (a) the use of a Supported Product that violates existing AEC License Agreement; (b) issues that could be resolved by upgrading a Supported Product; (c) the use or modification of a Supported Product in a manner for which the Supported Product is not intended to be used or modified; (d) third-party products or technologies and their effects on or interactions with a Supported Product; (e) damage to the media on which a Supported Product is provided, or to the computer on which a Supported Product is installed; (f) use of a computer system that is incompatible with a Supported Product; and (g) issues relating to Internet, email, file management, network configuration, scripting, programming, infrastructure design, content creation, content customization, multimedia project planning/design, resource management, budgeting, training, onsite diagnosis, or other issues not within the scope of the Support Services described under a Support Plan.

4. Customer Responsibilities. Customer is responsible for all fees in establishing and maintaining email and telephone communications with AEC. Customer will cooperate with AEC when seeking Support Services by providing information necessary to assist AEC diagnose an issue. Customer is responsible for any and all restoration or reconstruction of lost or altered files, data, or programs. Customer will maintain and implement a complete data backup and disaster recovery plan. Customer is solely responsible for any and all security of its confidential, proprietary or classified information. Customer will have a reasonable understanding of the Supported Products for which it seeks Support Service and the computer system that it is operating on. Customer may not transfer Support Services to a third party. Support Services are provided for the internal use of Customer only, and any unauthorized distribution of the Support Services will be grounds for immediate termination of these Terms and Conditions. Customer will take reasonable measures to prevent the unauthorized distribution and use of Support Services. Customer will not abuse its receipt or use of Support Services, including but not limited to, accessing Support Services for issues that have already been resolved.

Disclaimer of Warranty. ALTHOUGH AEC CANNOT GUARANTEE THAT A SUPPORT INCIDENT WILL BE RESOLVED, AEC WILL MAKE REASONABLE EFFORTS TO PERFORM SUPPORT SERVICES UNDER THE SUPPORT PLAN IN A PROFESSIONAL MANNER. TO THE EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTY AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED. AS PERMITTED BY APPLICABLE LAW, AEC SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, RELATED TO OR ARISING IN ANY WAY OUT OF THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, AEC'S LIABILITY UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SUPPORT PLAN ORDERED BY CUSTOMER. IN NO EVENT SHALL AEC HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF DATA, LOSS OF USE OR EQUIPMENT OR FACILITIES, OR INTERRUPTION OF BUSINESS, ARISING IN ANY WAY OUT OF THESE TERMS AND CONDITIONS UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT AEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IF CUSTOMER IS COVERED BY CONSUMER PROTECTION LAWS OR REGULATIONS IN ITS COUNTRY OF PURCHASE OR, IF DIFFERENT, ITS COUNTRY OF RESIDENCE, THE BENEFITS CONFERRED BY THESE TERMS AND CONDITIONS ARE IN ADDITION TO ALL RIGHTS AND REMEDIES CONVEYED BY SUCH CONSUMER PROTECTION LAWS AND REGULATIONS. SOME COUNTRIES, STATES AND PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSIONS OR LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. THESE TERMS AND CONDITIONS GIVE CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS THAT VARY BY COUNTRY, STATE OR PROVINCE.

7. Term and Termination. Unless terminated earlier in accordance with this section, a Support Plan will continue for a term of twelve (12) months from the Effective Date or until all Support Incidents are used, whichever occurs first (unless otherwise authorized by AEC in writing). AEC may terminate a Support Plan at any time (a) if after providing Customer no less than fifteen (15) days prior written notice, Customer fails to pay fees due for a Support Plan, or (b) if after providing Customer no less than thirty (30) days prior written notice, Customer fails to cure a breach of these Terms and Conditions, or (c) if Customer breaches a term of any software license agreement governing the use of software provided under a Support Plan. Sections 5, 6 and 11 will survive termination of these Terms and Conditions for any reason.

7. Term and Termination. Unless terminated earlier in accordance with this section, a Support Plan will continue for a term of twelve (12) months from the Effective Date or until all Support Incidents are used, whichever occurs first (unless otherwise authorized by AEC in writing). AEC may terminate a Support Plan at any time (a) if after providing Customer no less than fifteen (15) days prior written notice, Customer fails to pay fees due for a Support Plan, or (b) if after providing Customer no less than thirty (30) days prior written notice, Customer fails to cure a breach of these Terms and Conditions, or (c) if Customer breaches a term of any software license agreement governing the use of software provided under a Support Plan. Sections 5, 6 and 11 will survive termination of these Terms and Conditions for any reason.

8. AEC; Governing Law. These Terms and Conditions will be governed by and construed in accordance with the substantive laws of the Commonwealth of Virginia, U.S.A. No change or modification of this Agreement will be valid unless it is in writing, and is signed by AEC.

9. Additional Services or Software. Any additional services provided, as part of a Support Plan will be governed by these Terms and Conditions. Providing Support Services at a Customer’s location is not part of any Support Plan and is not permitted. However, in the event that providing Support Services at a Customers location be required, Customer will ensure that AEC is granted access to the location at the arranged time and will secure a safe working environment sufficient for AEC to perform the Support Services. In the event that Customer consents to AEC providing Support Services via remote computer access, Customer agrees to grant AEC permission to access all computer systems on which the Supported Product resides for the purpose of providing the Support Services. In the event that software, is provided as part of a Support Plan, such software is the copyrighted works of AEC and/or its licensors. Customer may install, reproduce, and use the software exclusively for the purpose of supporting the Supported Products, but, except as permitted by applicable law, may not decompile, reverse engineer, modify, rent, lease, loan or create derivative works in the software. If the software is subject to the terms of a separate license agreement, the terms of the separate license agreement will govern the use of the software. Any software that is made available to the United States Government under these Terms and Conditions is classified as “restricted computer software” as defined in clause 52.227-19 of the FAR. The United States Government’s rights to the software are as provided in clause 52.227-19 of the FAR.

10. Data Protection. Customer agrees and understands that it is necessary for AEC to collect, process and use Customer data in order to perform the service and support obligations under the Service Plan. This may include transferring Customer data to affiliated companies or service providers in accordance with the terms of the AEC Privacy Policy. AEC will protect Customer’s information in accordance with the AEC Online Privacy Policy available at http://www.aecsoftware.com/company/policies/privacy/. AEC may record part or all of the calls between Customer and AEC for training, quality assurance and reference purposes.

11. General. Customer may not assign its rights or obligations under a Support Plan. Any unauthorized assignment will be void. AEC will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control. A waiver of any breach or default under these Terms and Conditions shall not constitute a waiver of any subsequent breach or default. If a court of competent jurisdiction holds that any provision of these Terms and Conditions is invalid or unenforceable, the remaining portions will remain in full force and effect, and the parties will replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties and economic effect of the Terms and Conditions. These Terms and Conditions, including any additional terms referenced herein, constitute the entire agreement between AEC and Customer with regard to the Support Plan and the Support Services provided hereunder and supersedes all prior negotiations, agreements, and understandings with respect to the subject matter, and no addition to or deletion from or modification of any of the provisions hereto shall be binding upon AEC unless made in writing and signed by an authorized representative of AEC. Any term or condition on any order or other document submitted by Customer shall be of no force or effect whatsoever, and is specifically rejected.