1.1 “Error” means a failure in the Software to materially conform to
SouthSuite, Inc, specifications.
1.2 “Maintenance Release” means a generally available release of the
Software that typically provides maintenance corrections only or high
severity bug fixes, designated by SouthSuite, Inc by means of a change
in the digit to the right of the second decimal point (e.g. SRX 7.0
>> SRX 7.0.1), or for certain Software, by means of a change in
the digit of the Update number (e.g. Software 7.0 Update 1).
1.3 “Minor Release” means a generally available release of the
Software that (i) introduces a limited amount of new features,
functionality, and minor enhancements; (ii) fixes for high severity
and high priority bugs identified in the current release, and (iii) is
designated by SouthSuite by means of a change in the digit to the right of
the first decimal point (e.g., SRX 7.0 >> SRX 7.1).
1.4 “Major Release” also known as an “Upgrade” means a generally
available release of the Software that (i) contains functional
enhancements and extensions, (ii) fixes for high severity and high
priority bugs, and (iii) is designated by SouthSuite, Inc by means of
a change in the digit to the left of the first decimal point (e.g.,
SRX 7.0 >> SRX 8.0).
1.5 “Services Fees” means the fees for Services specified in a
corresponding SouthSuite, Inc or reseller invoice.
1.6 “Services Period” means the twelve (12) month period for which
Customer has purchased the Services and will begin on the date that
(i) the Customer’s Services Fees or (ii) the applicable Software
License Key(s) SouthSuite received is (are) made available via
Disk-on-Module (“DoM”) or online download, whichever occurs first.
1.7 “Licensed Software” means the licensed binary software known as
“Coraid SR” or “SR” and includes the term "Software License."
1.8 “Technical Support” means, depending upon the type of support
purchased by a Customer, the provision of email, web-based, or
telephone technical assistance by SouthSuite to Customer’s technical
contact(s) with respect to installation, Errors, and technical product
1.9 “Third Party Products” means any software or hardware that is
manufactured by a party other than SouthSuite and is either (i) not
delivered with the Software or (ii) not integrated with or
incorporated into the Software.
2. Service Terms
2.1 Provision of Services: Subject to all the provisions of these
Terms and Conditions, SouthSuite shall, during the Services Period,
provide Customer with Services. Services will generally be available
on any business day from the hours of 8 a.m. to 6 p.m. Eastern Time
in the US. Customer requests for Services must be initiated either by
email or, when available, online through SouthSuite's web portal.
2.2 End of Availability: SouthSuite, Inc from time to time may, at its
discretion, decide to retire Software and to discontinue Services
applicable to retired Software (“End of Availability”). SouthSuite
shall publicly post a notice of End of Availability for any version of
SRX or VSX for all affected Customers, including the last date of
general commercial availability of the affected Software and the
timeline for discontinuing Services for that particular Software.
SouthSuite may but shall have no obligation to provide Services for
Software that is outside of the applicable service life.
2.3 Purchase Requirements:
(a) Except as otherwise provided for by
SouthSuite, Customers may purchase Services for the most current,
generally available release of the Software provided by SouthSuite,
Inc. Upon request by Customer, SouthSuite, Inc may, and intends to,
offer Technical Support for older versions of the Software and such
support for older versions must be confirmed by SouthSuite in
writing.(b) The Services Period is one (1) year beginning on the date
of Customer’s full payment of applicable fees for the Software License
and purchase of the Services or, when applicable, Customer’s
completion of an online customer profile, or submission of a purchase
order that shall indicate Customer’s firm commitment to purchase and
pay the applicable license and support options specified in customer’s
(c) These License and Services Terms and conditions
will automatically update to SouthSuite’s then-current Terms and
Conditions whenever published online by South Suite, Inc, and upon
such online publishing will become effective to all open and active
Licenses and Technical Support agreements. They can be found online at
2.4 Exclusions: Services do not cover problems caused by the
(i) Unusual external physical factors such as inclement weather
conditions that cause electrical or electromagnetic stress or a
failure of electric power, air conditioning, or humidity control;
neglect; misuse; operation of the Software with other media not in
accordance with the manufacturer’s specifications; or causes other
than ordinary use;
(ii) Use of the Software that deviates from any operating procedures
as specified by SouthSuite from time to time;
(iii) Third Party Products;
(iv) Any customized deliverables created by SouthSuite or SouthSuite's
partners or third-party service providers specifically for Customer as
part of consulting services;
(v) Use of the Software with unsupported tools, APIs, interfaces, or
data formats other than those specifically included with the Software
and thus supported. Customer may request assistance from SouthSuite
for such problems, for an additional fee.
2.5 Customer Responsibilities: SouthSuite's obligations regarding
Services are subject to the following-
(a) Customer agrees to receive communications from SouthSuite via
e-mail regarding Services (such as communications concerning support
coverage, Errors, or other technical issues and the availability of
new releases of the Software and training options).
(b) Customer’s technical contact shall cooperate to enable SouthSuite
to deliver the Services.
(c) Customer is solely responsible for the use of the Software by its
(d) Customer shall promptly report to SouthSuite all problems
with the Software, and shall implement any corrective procedures
provided by SouthSuite reasonably promptly after receipt.
(e) Customer is solely responsible for protecting and backing up the
data and information stored on the computers on which the Software is
used and should confirm that such data and information is protected
and backed up in accordance with any internal or regulatory
requirements as applicable, before contacting SouthSuite, Inc for
Technical Support. SouthSuite is not responsible for lost data
or information in the event of errors or other malfunction of the
Software or computers on which the Software is used.
(f) Customer will have dedicated resources available to work 24 / 7 on
3. License of Software Terms
3.1 Use of Software: Customer’s use of Software is subject in all
instances to the end user license agreement agreed upon by the Customer when
purchasing the Licensed Software and Services.
3.2 Quotation Terms: The terms and conditions stated in any SouthSuite
quote issued to Customer are incorporated into these Terms and
Conditions by this reference. In case of any conflict between and
these Terms and Conditions and the Quotation, these Terms and
Conditions shall control.
4. Miscellaneous Terms
4.1 Payment Terms: Customer orders for Licensed Software and Services,
whether initiated via email or online, must be paid in full in
advance. All payments for Licensed Software and Services fees are
nonrefundable except as specifically set forth in these Terms and
Conditions. If placing an online order for Licensed Software and
Services, Customer represents that Customer is authorized pursuant to
applicable laws and regulations to commit to and make full payment
prior to completion of the Services Period, as set forth herein. Any
amounts paid by credit card that are initially approved and
subsequently reversed shall be immediately due and payable and further
be subject to an additional fee for the returned payment equal to 7.5%
of the original amount charged and subsequently charged back or
reversed. Amounts not paid on time are subject to a late charge equal
to the lesser of one and one-half percent (1.5%) per month or the
maximum amount allowed by applicable law. In any such event, SouthSuite may
suspend performance of Services until such delinquency is corrected.
4.2 Limited Warranty: SouthSuite warrants that the Services to be
performed hereunder will be done in a workmanlike manner and shall
conform to industry standards. Upon Customer providing SouthSuite
with a reasonably detailed written notice to cure within thirty (30)
days of occurrence of an alleged nonconformance, SouthSuite will
re-perform the Services to achieve commercially reasonable conformance
with the above warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS
WARRANTY IS GIVEN EXPRESSLY AND IN PLACE OF ALL OTHER WARRANTIES,
STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT MANDATED BY LAW,
THIS REMEDY WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT
TO NONCONFORMANCE OF SERVICES.
4.3 Limitation of Liability: TO THE MAXIMUM EXTENT MANDATED BY LAW,
SOUTHSUITE, INC SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT,
TORT, OR ANY OTHER LEGAL THEORY, ARISING FROM CUSTOMER’S USE OF THE
LICENSED SOFTWARE AND SOUTHSUITE, INC’S PERFORMANCE OR NON-PERFORMANCE
UNDER THESE TERMS AND CONDITIONS. BECAUSE SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO
CUSTOMER. SOUTHSUITE, INC’S LIABILITY UNDER THESE TERMS AND
CONDITIONS WILL NOT, IN ANY EVENT, EXCEED THE FEES PAID BY CUSTOMER TO
SOUTHSUITE, INC UNDER THESE TERMS AND CONDITIONS THAT ARE APPLICABLE
TO THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE
EVENT MOST DIRECTLY GIVING RISE TO THE CLAIM.
4.4 Termination: SouthSuite may terminate the Agreement and all
Services immediately and at any time if (i) it is discovered that the
Customer is currently in breach of its Software License restrictions,
pursuant to Customer’s Software License or (2) the Customer is in
material breach of these Terms and Conditions.
4.5 Data Protection: Customer acknowledges that correspondence and log
files generated in conjunction with a request for Services may contain
sensitive, confidential, or personal information. Customer is solely
responsible for taking the steps it considers necessary to protect
such data, including obscuring the logs or otherwise guarding such
information prior to sending it to SouthSuite.
4.6 Other: Customer may not assign or delegate the Software License or
these Terms and Conditions to any third party without the prior
written consent of SouthSuite, Inc. These Terms and Conditions shall
be governed by the laws of the State of Georgia without regard to its
conflict of laws principles. The parties consent to the exclusive
jurisdiction of the state and federal courts located in Clarke County,
Georgia. These Terms and Conditions along with the Software License
constitute the entire agreement of the parties with respect to
SouthSuite's license of the Software and provision of the Services to
Customer, and supersede all prior written or oral communications,
understandings, and agreements. These Terms and Conditions may not be
amended except in a written document signed by both parties. Any
waiver of the provisions of these Terms and Conditions must be in
writing to be effective. Except as expressly set forth herein, no
terms of any kind that Customer may attempt to use in whatever form
will affect the obligations of the parties under these Terms and
Conditions, and any such business terms of Customer are hereby
rejected by SouthSuite. If any provision of these Terms and Conditions
is found to be invalid or unenforceable, the remaining terms will
continue to be valid and enforceable to the fullest extent permitted
by law. SouthSuite may periodically update any or all of the
documents referenced herein including these Terms and Conditions
without prior notice to Customer, by posting the revised or updated
document online at http://coraid.com.