ALGOLIA SUPPORT AGREEMENT
THIS DOCUMENT IS A LEGAL AGREEMENT (the “Support Agreement”) BETWEEN ALGOLIA SAS (“We,” “Us”, “Algolia”) AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE UNDERTAKING THE SUPPORT SERVICES DESCRIBED BELOW (“You”) IN RELATION TO THE ALGOLIA SUPPORT ON ITS SOFTWARE. BY UNDERTAKING TO RECEIVE AND/OR PAYING FOR THE SUPPORT DESCRIBED BELOW (“Support”), YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, DO NOT PROCEED WITH RECEIVING THE SUPPORT. THIS AGREEMENT DESCRIBES YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE SUPPORT.
Commencing on the purchase or renewal of a support term (“Effective Date”), We will supply the Support to Client with respect to the Software described in Section 1 below, for which We have granted a license to Client pursuant to a software license agreement (the “Software License Agreement”) by and between Algolia and Client and for whom the applicable support fee has been paid.
YOU EXPRESSELY DECLARE THAT YOU ARE A PROFESSIONNAL AND THAT YOUR ARE SUBSCRIBING THIS LICENSE AGREEMENT AS SUCH.
1. INCLUDED SUPPORT
The support apply only to the ALGOLIA product and designated Client application and platform for which they are purchased (“Software”) and do not apply to any other application developed by Client, or any other application, library or product developed or sold by Us. The support, if any, for any other such product will be governed by a separate agreement. All support features listed below are available only for the Maintenance Term plus any extensions or renewals, and such support features will become unavailable immediately upon termination of this Agreement.
The support include the following features:
- Remote and downloadable access to the most current documentation available (the “Documentation”), including tutorials and examples.
- Extension of the Software License Agreement to major updates as well as corresponding Documentation, for the Client application for which the support is subscribed.
- Maximum incident response time of 1 business day as detailed in Section 2b.
- A maximum of 10 incidents declared by email only to Algolia support email address (email@example.com).
Support requests submitted to the Algolia support email address are valued per single related incident. Support requests determined to be unrelated to the original request shall constitute a new support incident at the sole discretion of Algolia personnel.
2. TERMS OF SUPPORT
a. Hours of Availability
Access to all web-based support features (online documentation) are generally available 24 hours per day, 7 days a week, 365 days a year barring unforeseen interruptions in Internet service or planned exceptions by Algolia. Notwithstanding anything to the contrary in this Agreement, Algolia does not guarantee such availability. All metered support services are also generally available 24 × 7 × 365, although the response to each request for metered support may not happen immediately, and will be governed by the response time terms outlined in section 2b. Any planned exceptions to the availability of support services will be communicated on the Algolia website as far in advance as possible.
b. Response Time
The response time listed in each support plan is the elapsed time between the receipt of a support request via the Algolia support email address (firstname.lastname@example.org) and the time when Algolia begins the support service, including a verbal or written confirmation to the Client thereof. The actual time required to fully resolve the support request, if such full resolution occurs, may be longer than the maximum response time listed.
c. Our Responsibilities
We will use commercially reasonable efforts to assist Client to resolve problems in its use of the Software as described in Section 1. We make no guarantee that it can, or will, solve any problems with respect to the Software presented by Client, and further disclaims any warranties above and beyond any limited warranties that may have been expressly made by Us in the Software License Agreement.
d. Client’s Responsibilities
The Client is responsible for all hardware, operating systems, network setup, network maintenance and setup and use of any file access control systems required in the support of the Software. Client may be required to grant Us certain limited access rights to Client’s proprietary computer systems in order that We may render support Services. Client is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software. If We determine, in Our sole discretion, in responding to a Client request for Support, that the solution is provided in available media (including, but not limited to, the documentation, tutorials and examples, and website), We may direct Client’s personnel to the appropriate media for the solution to the problem. Even if the support request were resolved in so doing, an incident will be deducted from the available incidents outlined in section 1.
3. TERM AND TERMINATION
Our provision of the Support to Client will commence on the Effective Date and will continue for an initial term of one (1) year (the “Initial Term”). If Client has elected a Support plan with auto-renewals, Support will automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party gives written notice of its intent not to renew at least thirty (30) days prior to the end of the current Support Term (as hereinafter defined). If Client has elected a Support plan without auto-renewals, the Support will automatically terminate at the end of the Initial Term, unless Client chooses to renew Support, subject to Algolia written agreement (each such renewal also referred to as a “Renewal Term”).
A decision to terminate Support or otherwise not renew Support will not terminate the applicable Software licenses. “Support Term” shall mean the Initial Term as extended by each Renewal Term.
Algolia may update Support terms after the Initial Term with thirty (30) days advance notice to Client of any changes deemed by Algolia to have potential adverse and/or material impacts to the Client. Upon any renewal, Algolia then current terms and conditions for the Support will apply.
a. Support Fee Schedule
Unless otherwise agreed in writing, fees that are applicable for the Support (“Support Fees”) are payable on the Effective Date or, in the case of a renewal term, no later than the date of commencement of the applicable Renewal Term. Support Fees are non-refundable upon payment. Support Fees, including renewals, are at the then-current list price. Algolia may increase applicable Support Fees for renewals, after prior information to the Client by email or on Algolia website.
All amounts payable are gross amounts but exclusive of any value added tax, use tax, sales tax or similar tax. You shall be entitled to withhold from payments any applicable withholding taxes and comply with all applicable tax and employment legislation. Each party shall pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments). Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it, including original withholding tax certificates.
c. Invoicing and Late Payments
All invoices issued hereunder by Algolia are due and payable on the Effective Date. All amounts that are not paid on time by Client shall be subject to a late charge equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. If payment of any Fee is overdue, Algolia may also suspend performance until such delinquency is corrected.
d. Non-Payment and Breach
Algolia may suspend performance of Support if Client fails to meet its obligations as set forth under this Agreement. Algolia may terminate Support if such failure continues for thirty (30) days after Algolia’s written request to meet these obligations. Algolia may terminate the Agreement and all Support at any time if (i) it is discovered that Client is in breach of its Software license restrictions, pursuant to Client’s License Agreement, or (ii) Client is in material breach of this Agreement.
5. DISCLAIMER, LIMITATION OF LIABILITY
Algolia shall not be responsible to provide Support to the extent that the issue is caused by (a) Client’s misuse, improper use, mis-configuration, alteration, or damage to the Software; (b) Client’s use of the Software with any hardware or software not supplied or supported by Us; (c) Client’s failure to install an update to the Software if such update would have resolved the issue; or (d) otherwise uses in a manner not in accordance with the Agreement. We shall have no responsibility for loss of or damage to Client’s data, regardless of the cause of any such loss or damage.
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, RELATING TO PRODUCTS OR SUPPORT FURNISHED TO CLIENT HEREUNDER. WE SPECIFICALLY DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT WILL BE DEEMED TO BE A WARRANTY BY US FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF US WHATSOEVER.
IN NO EVENT (i) SHALL OUR MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED ACTUAL DIRECT DAMAGES CAUSED BY THE SPECIFIC PRODUCT OR SUPPORT COMPLAINED OF, (ii) SHALL OUR MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED THE TOTAL AMOUNT OF FEES PAID HEREUNDER, OR (iii) SHALL WE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS AND THE LOSS, DAMAGE OR DESTRUCTION OF DATA) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
You may not assign this Support Agreement without Our prior written consent, which will not be unreasonably withheld.
This Support Agreement will inure to the benefit of Our successors and assigns.
You agree to be identified as a client of Ours and You agree that We may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in Our marketing materials and website.
This document contains the entire agreement between the parties relating to the matters covered by it, superseding all other oral or written representations, understandings, proposals or other communications between the parties. This Agreement may be modified only by a written instrument signed by an authorized representative of each party.
In the event that any provision of this Agreement is for any reason void or unenforceable in any respect, such provision shall be without effect to the extent of the voidness or unenforceability without affecting such provision in any other respect and without affecting any other provision.
No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has been or reasonably should have been discovered, or, in the case of an action for nonpayment, more than two years after the date the last payment was due.
8.LAW AND JURISDICTION
This Support Agreement is governed by French law.
Any dispute arising out of the formation, interpretation, performance or termination of the License Agreement is subjected to the mediation ofthe Paris Mediation and Arbitral Center (CMAP).If no agreement is reached within the mediation process, You and Us will recover our freedom of action provided that any dispute shall be brought before the competent Tribunal located within the jurisdiction of the Paris Court of Appeal.