Software Support Agreement
Access and use of Software Support Services are provided by DoorKing in accordance with these Software Support Terms and Conditions (Software Support Agreement). Customer agrees that by purchasing Software Support Services, the terms of this Software Support Agreement govern.
The following terms shall have the following meaning: “Covered Software” shall mean the DoorKing Remote Account Manager Software V6.5 and Access Plus Account Manager Software, for which programming support services shall be provided; “Subscription Fees” shall mean the fees and other amounts due to DoorKing for Software Support Services; “Support Services” means the software programming support services described in this document; “Support Services Term” means each twelve (12) month period beginning on the date the Software Support Services agreement maintenance fees are paid by Customer or the anniversary thereof.
2. Software Support Services
Software Support Services will be provided by DoorKing subject to Customer’s compliance with its obligations under this Software Support Agreement and the applicable agreement under which Customer licenses the Covered Software (“License Agreement”).
- DoorKing will provide Customer with telephone, chat and email software programming support assistance ("Software Support Services") for the full term of the Software Support Agreement.
- Phone, chat and email support is available Monday through Friday, 5:00 AM to 5:00 PM Pacific Time - excluding weekends and observed U.S. Holidays. Support availability may occasionally vary from stated hours due to downtime for systems and server maintenance, company events, and circumstances beyond the control of DoorKing. Phone and chat support requests will be handled in the order in which they are received. Email support requests will be processed within one (1) business day.
- Software Support Agreements will be directly associated with a telephone number connected to the DoorKing telephone entry / access control system. Customer will be required to provide the telephone number prior to receiving support.
- Service and support will be provided, to Customer in accordance with the terms indicated in this agreement. DoorKing has no obligation to provide service or support until DoorKing has received full payment for the Software Support Agreement. Terms, conditions, support features, procedures, pricing and support availability for future periods are subject to change at any time without notice. Customer will be provided Software Support Services only for DoorKing software for which the Software Support Agreement was purchased. Support availability for a particular software version is subject to change at any time without notice.
- DoorKing may limit or terminate support service to, or may elect not to renew additional support if Customer uses the service in an irregular, excessive, abusive or fraudulent manner or uses the software with third party software that is determined at DoorKings’ sole discretion to be incompatible. Examples of such use include a high number of support requests that concern previously resolved issues and/or general usability, repeated posing of questions to which the answer is readily found in online documentation, and discussion of issues that are not related to software programming support. Coverage is non-transferable and is valid for the Customer only. Resale or transfer of software support services is strictly prohibited, and will be grounds for termination or non-renewal of support.
- DoorKing is not responsible for any lost or corrupted software or data. DoorKing strongly recommends that Customer maintain a complete data backup and disaster recovery plan.
4. Software Support Services Exclusions
- DoorKing shall have no responsibility to provide Software Support Services to Customer with respect to any problem with the Covered Software caused by: (a) any software, device, or other product not supplied by DoorKing; (b) neglect, misuse, alteration, modification, and/ or enhancement to the Covered Software by any party other than DoorKing; (c) failure of Customer to provide a suitable installation or operating environment for the Covered Software; (d) use of the Covered Software for a purpose other than the purpose for which it was designed; (e) use of the Software on a computer platform other than the platform authorized by DoorKing (which may be specified in the documentation accompanying the Covered Software); or (f) failure of Customer to install any software updates provided by DoorKing or any support software provided by DoorKing.
- DoorKing shall have no responsibility to provide Software Support Services to Customer with respect to any problem with Covered Software caused by a failure of the software to transfer programming data to the companion DoorKing access control entry system (1830 Series or Access Plus Systems) caused by; (a) failure of modem to modem communication; (b) failure of a network (internet) connection; (c) failure of an RS-232 connection; (d) failure of any hardware device required to establish data communication.
- DoorKing shall have no responsibility to provide Software Support Services to Customer at any onsite location. This Software Support Service agreement is limited exclusively to providing support services by telephone, chat and/or email communications.
5. Determination of Software Support Services Term
The initial Software Support Services Term shall commence on the date the software support services fee is paid by the Customer. Renewal of the Software Support Services is automatic, unless either party provides notice thirty (30) days prior to the anniversary date.
6. Payment of Maintenance Fees
Amounts due are due and payable upon Customer activation of the Software Support Services agreement.
DoorKing warrants that the Software Support Services will be performed using reasonable skill and care consistent with generally accepted computer software industry practices. Other than the express services, warranty set out above, DoorKing disclaims all other express, implied or statutory warranties to the maximum extent permitted under applicable law, including but not limited to warranties related to title, compatibility with software or hardware, non-existence of errors, nonexistence of viruses, merchantability or fitness for a particular purpose.
8. Limitation of Liability
To the extent permitted under applicable law (i) in no event shall DoorKing be liable to Customer, or any other party for any loss of profits, loss of revenues, loss of income, or replacement costs, nor for any indirect, incidental , special, consequential, exemplary or punitive damages of any kind, howsoever arising, whether related to Covered Software or Software Support Services, even if DoorKing has been advised of the possibility of such damages and (ii) DoorKing’s total liability during any Software Support Services terms, whether arising in contract, negligence, tort, strict liability or otherwise shall not exceed the total amount of the maintenance fees payable by Customer to DoorKing during the current Software Support Services Term. The above limitation of liability shall not apply in the event of gross negligence, willful misconduct, or breach of mandatory public law provisions.
9. Covered Software
All Covered Software provided to Customer under this Software Support Agreement is licensed to Customer on a non-exclusive, non-assignable, and non-transferable basis in accordance with the provisions of the License Agreement.
10. Term and Termination
The Software Support Agreement shall begin on the date of execution and shall continue until terminated in accordance with the provisions of this Software Support Agreement. If Customer fails fully to remedy a material breach within thirty (30) days of notice by DoorKing, including failure to pay an invoice, DoorKing may terminate this Software Support Agreement upon the provision of written notice to Customer. Either party may terminate this Software Support Agreement if the other party: (a) becomes insolvent; and (b) has a receiver or receiver manager appointed with respect to it or any of its assets. The provisions contained in Sections 5, 7, 9, and 10 of this Software Support Agreement shall survive any termination.
Customer’s data and any information disclosed by either party, which is originated by the disclosing party or is within the special knowledge of the disclosing party and which is in documentary form and conspicuously marked “Confidential” at the time of disclosure, or if not in documentary form is reduced to writing and forwarded to the receiving party within ten (10) days of the date of initial oral disclosure and marked “Confidential”, will be considered confidential and proprietary information (hereinafter “Information”) disclosed to the receiving party for the purpose stated above. The receiving party will maintain the confidentiality of such Information by using the same degree of care that the receiving party takes to hold in confidence its own proprietary information of a similar nature, which will be no less than reasonable care. However, the receiving party will not be required to keep confidential any Information, which is or shall become publicly available without fault on the part of the receiving party; is already in the receiving party’s possession prior to receipt from the disclosing party; is independently developed by the receiving party; is disclosed by the disclosing party to third parties without similar restrictions; or is rightfully obtained by the receiving party from third parties without restriction.
12. Data Protection
To the extent that DoorKing processes personal data on behalf of Customer in performing the Software Support Services, DoorKing shall process such personal data only for the purpose of the Software Support Services and take appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing in order to prevent accidental loss, destruction, damage, alteration or disclosure. DoorKing may employ its affiliates and third parties worldwide in the performance of the services provided and that DoorKing shall remain primary responsible to Customer.
13. General Provisions
Customer shall not assign, or transfer this Software Support Agreement or any right or obligation hereunder, including by operation of law or otherwise, without DoorKing’s prior written consent, which consent shall not be unreasonably withheld.
13.2. Governing Law
This Software Support Agreement and each party’s performance hereunder shall be governed by and interpreted in accordance with, the laws of the State of California, and shall be deemed to have been executed in Inglewood, California. Customer and DoorKing agree that the courts of the State of California and/or the United States District Court for the Central District of California shall have exclusive jurisdiction over any litigation arising between DoorKing and Customer, and the parties hereby agree to submit themselves to the personal jurisdiction of said courts.
13.3. Limitation of Actions
No action, regardless of form, arising out of this Software Support Agreement may be brought more than one (1) year after the cause of action has arisen.
13.4. Waiver; Severability
The waiver or failure of a party to exercise in any respect any right provided herein shall not be deemed a waiver of such right. If any provision of this Software Support Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision shall be deemed severed from this Software Support Agreement but all remaining provisions shall continue in full force and effect.
The headings contained in this Software Support Agreement are intended for convenience or reference only and shall not control or affect the meaning or construction of any provisions of this Software Support Agreement.
13.6. Entire Agreement
This Software Support Agreement is the complete and exclusive statement of the agreement between DoorKing and its Customer. This Software Support Agreement may not be amended, except by written agreement.