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COMPONENT CONTROL.COM, INC.

1731 KETTNER BLVD., SAN DIEGO, CA 92101

Software Maintenance Agreement (“SMA”)

THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, THE END USER (ON BEHALF OF YOURSELF AND ON BEHALF OF YOUR COMPANY OR ORGANIZATION (“SUBSCRIBER”), AND COMPONENT CONTROL.COM, INC., A DELAWARE CORPORATION (“COMPONENT CONTROL”). BEFORE YOU MAY RECEIVE SMA SERVICES UNDER THIS AGREEMENT AND IN ORDER TO RECEIVE SMA SERVICES HEREUNDER, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE SELECT “I DECLINE.” SELECTING “I ACCEPT” WILL BE THE LEGAL EQUIVALENT OF YOUR SIGNATURE ON A WRITTEN CONTRACT, AND EQUALLY BINDING. YOU MUST AGREE TO THESE TERMS AND CONDITIONS IN ORDER TO BE ABLE TO HAVE ACCESS TO AND RECEIVE SMA SERVICES FROM COMPONENT CONTROL HEREUNDER.

Article 1. Description of SMA Services Offered

1.01 License: Subscriber hereby agrees to all terms and conditions of the license agreement entered into between Component Control and the Subscriber (the “License Agreement”), which is fully incorporated herein. Subscriber agrees that all use of the Component Control software that it contracts and pays the appropriate license fee for shall be solely pursuant to the License Agreement. For purposes of this SMA, the term “Covered Software” means only the licensed modules specifically set forth on a Software Proposal entered into by Subscriber and Component Control which are subject to the License Agreement. For the avoidance of doubt, Covered Software only includes the licensed software package itself and does not include any Internet portals, EDI protocols, APIs or other interfaces required to interoperate the Covered Software with third party software or hardware and SMA Services expressly do not include any analysis, programming and testing of such Internet portals, EDI protocols, APIs or other interfaces. Any support for the foregoing and any other items that are not Covered Software shall be subject to Services Proposals as may be entered between the parties pursuant to the Basic Ordering Agreement between the Parties. All provisions of this Section 1.01 shall survive any termination or expiration of this SMA.

1.02 SMA Services: Provided the then-current SMA Subscription Fee (as defined below) is paid, Subscriber shall receive for the succeeding twelve (12) months (each such twelve (12) month period a “Maintenance Period”): (1) Customer Support Services as described and to the extent outlined in Article 2 below with respect to Covered Software; and (2) Covered Software upgrades and updates as discussed in Article 3 below (collectively “SMA Services”). The following exceptions apply to Component Control’s obligations to provide SMA Services during a Maintenance Period: (a) SMA Services to be provided under this SMA shall not cover the maintenance of any machines, computer hardware or equipment; (b) if Subscriber fails to follow all of Component Control’s installation, operation and maintenance instructions or comply with any of its obligations in this SMA or the License Agreement, then Component Control’s obligation to provide the SMA Services may be suspended until Subscriber complies with all such obligations to the satisfaction of Component Control.

1.03 Subscriber’s Technical Representative: Upon execution of this Agreement and for the benefit of both parties, Subscriber shall use commercially reasonable efforts to designate one (1) of its personnel as its technical representative who will be primarily responsible for directing and overseeing Subscriber’s activities pursuant to this SMA and for transmitting and receiving all material communications regarding this SMA on behalf of Subscriber. Subscriber’s technical representative shall possess the requisite skills and training as required to direct and oversee Subscriber’s activities pursuant to this SMA. If the Covered Software includes Component Control’s accounting module, then the Subscriber’s technical representative or Customer’s accounting personnel, as the case may be, shall additionally possess accounting training as required to set up and maintain the Covered Software general ledger and manage double entry accounting entries for Subscriber’s business. Subscriber’s technical representative shall direct all inquiries and questions regarding SMA Services and/or this SMA to Component Control’s Customer Support department. Subscriber may change its designated technical representative at any time effective upon providing written notice to Component Control.

Article 2. Definition of Customer Support Services

2.01 Purpose: By entering into this SMA, Subscriber will receive during the Maintenance Period the SMA Services as more fully set forth herein, as well as integration set forth in Section 3.02. Subscription under this SMA also provides support in the event of a disaster as outlined in Section 3.03.

2.02 Customer Support: To the extent Subscriber is covered under this SMA, it may submit its Component Control Covered Software support questions via phone during normal Component Control business hours or via e-mail or directly from the “Support” section of Component Control’s website or within the Quantum application. The preferred method for registering Customer Support calls is via Component Control’s website that is available 24 hours a day and where Subscriber trouble calls can be documented to facilitate assignment to the proper resource. Customer support means generally answering questions about the operation of the Covered Software and providing error corrections to the Covered Software for any failure by the Covered Software to materially comply with its published specifications. Customer support expressly excludes any other services, such as custom programming, training, implementation services, interface development and testing, data services, data validation, and other professional services or activities. Customer support also excludes requests to balance or reconcile subscriber’s General and Subsidiary ledgers and requests to correct or reverse data corruption or other ancillary data errors regardless of cause. Requests or questions relating to general accounting principles are considered Training and Implementation requirements and as such can be addressed under the Additional Services provision. Subscriber Customer Support requests will be answered as promptly as possible with a commitment that an initial response will be provided within six (6) hours after the request is properly submitted. Customer Support response time is based on Component Control standard Customer Support period, which begins each week Monday morning at 12:01AM and continues through 6:00PM Friday Pacific Standard Time, exclusive of holidays in the United States. Customer support will only be provided for Covered Software.

2.03 Additional Services:

2.03.1 Professional Services: Should a Subscriber issue be determined to require professional services, then Customer Support personnel will assign the issue to Component Control’s Professional Services helpdesk which will be responsible to facilitate a services proposal from the appropriate resource (data services, network services, custom programming, training and consulting). Professional Services will be provided on a time and materials basis as more fully set forth in the services proposals.

2.03.2 On-Site Professional Services: In instances where Component Control determines that on-site Professional Services are needed, Component Control will provide a services proposal for such work. An on-site visit can be arranged to examine unresolved issues pursuant to such proposal upon Subscriber’s approval. The cost of such a visit is not included within the terms of this SMA.

2.03.3 After Hours Support: After hours support is provided outside of the standard Customer Support period or on holidays in the United States by calling Component Control’s on-call Customer Support Representative at (619) 696-5400. This support outside of the standard Customer Support period or on holidays in the United States is available on a time and materials basis at a rate of $175 per hour or issue with a minimum charge of one hour per support call.

2.04 Subscriber’s Cooperation: Subscriber agrees to cooperate with Component Control in accepting technical recommendations and in adhering to Component Control Covered Software requirements relating to network design, hardware specifications and system configurations as may be published by Component Control in Covered Software documentation or on Component Control’s website, or otherwise provided to Subscriber by Component Control.

Article 3. Software Updates and Upgrades

3.01 Entitlement to Software Updates and Upgrades: As long as the SMA Maintenance Fee is paid and this SMA is in effect, Subscriber shall be entitled to Updates (as defined below) and Upgrades (as defined below) for the Covered Software during the Maintenance Period. Updates shall be provided in the form of periodic minor modifications or maintenance releases designed to transmit Covered Software corrections or other modifications to correct errors, provide patches or bug fixes or minor enhancements (“Updates”). Upgrades shall be provided in the form of periodic major revisions or modifications which change the software utility or efficiency and/or which add features or functions (“Upgrades”). Upgrades shall include versions of the same database platform only as then-licensed by Subscriber, unless the Subscriber has paid for an additional license to use a different database platform. Under this SMA, the Subscriber shall receive during the Maintenance Period Updates and Upgrades from Component Control in the form of Covered Software releases are provided each 3-6 months during each Maintenance Period, to the extent possible, but at a minimum, annually during each Maintenance Period. Upgrades are available for download from the Component Control ftp site.

3.02 Integration Activation: Upon subscription under this SMA for SMA Services relating to the StockMarket, PartSearch App, EDI Services, Customer Portal, CAMP Integration, ILS Integration, QuickBooks Accounting Bridge, Avref and Government Procurement Integration and/or other similar services(“Third Party Services”), the integration of the Covered Software with these Third Party Services will remain during the Maintenance Period for so long as (a) such Third Party Services are available to Component Control for integration to the Covered Software, (b) the SMA agreement is in effect and (c) Subscriber separately obtains a license from and pays all fees to the corresponding Third Party Service provider as may be required to utilize such Third Party Services.

3.03 Emergency Software Replacement/Disaster Recovery: Provided the then-current SMA Subscription Fee is paid, and in the event that the Covered Software is lost due to hardware failure or other disaster, Subscriber shall receive a replacement copy of the then-current production release of the Covered Software, free of charge. Installation services are available for a fee in the event of hardware failure or other disaster.

Article 4.
Payment of Fees 4.01 Cost Basis - SMA Subscription Fee: The Subscriber shall be entitled to the SMA Services only during a Maintenance Period and only upon commencement of payment of the SMA Subscription Fee. The “SMA Subscription Fee” for the initial Maintenance Period shall be equal to the “SMA Subscription Percentage” established at initial software purchase multiplied by the then-current list price for the Covered Software licensed from Component Control pursuant to the License Agreement, unless otherwise stated on the applicable Software Proposal. The cost of the SMA Services shall be proportionately increased if the Subscriber purchases additional software from Component Control, as provided below in Section 5.01, which additional software by this reference shall be added to “Covered Software” upon payment of the additional SMA Subscription Fee covering such additional software. Based on the foregoing, the initial SMA Subscription Fee payable by the Subscriber shall be set forth in the Software Proposal or Maintenance Proposal, as the case may be, provided to Subscriber and may be adjusted as provided herein.

4.02 Payments: The SMA Subscription Fee is due and payable in 12 monthly installments beginning upon the first business day of the first full calendar month during the Maintenance Period and continuing each month thereafter on the same day (or if such day is not a business day, on the subsequent business day). Subscriber must provide a credit card or electronic automated debit account to Component Control for charging the monthly amount due under the SMA Subscription Fee hereunder. Subscriber shall provide Component Control with notice of any changes to its credit card or electronic automated debit account information as soon as practicable but in all events prior to the date of the next monthly installment of the SMA Subscription Fee hereunder.

4.03 Credit Card Authorization/Automatic Renewals: Subscriber hereby warrants that all SMA Subscription Fee charges incurred hereunder will be honored by the applicable credit card company or bank, as applicable. Subscriber hereby authorizes Component Control to charge the SMA Subscription Fee, as may be adjusted pursuant to this SMA, on a monthly basis to the credit card or electronic automated debit account on file with Component Control and to automatically renew the Maintenance Period until Subscriber terminates this SMA in writing by sending Component Control a written notice of termination at least thirty (30) days before the then current Maintenance Period.

4.04 Maintenance Period: For Covered Software licenses arising from Software Proposals that are entirely SMA-Required, the initial Maintenance Period begins upon the date of this Agreement. For all other Covered Software, the initial Maintenance Period begins upon Go-Live or 90 days from contract signing, whichever comes first or if specified differently in the SMA Services Proposal. “Go-Live” means the first use of the Covered Software in a production environment.

4.05 Renewals: Maintenance Periods are subject to automatic renewal unless Subscriber terminates this SMA in writing by sending Component Control a written notice of termination at least thirty (30) days before the then current Maintenance Period or unless earlier terminated in accordance with the terms of this SMA. Subscriber may extend the Maintenance Period for the Covered Software an unlimited number of times during the term of this SMA, subject to its terms and conditions. In the event Subscriber fails to make continued payment towards the SMA Subscription Fee for a new Maintenance Period prior to the expiration of any Maintenance Period, Subscriber may, upon Licensor’s consent, reinstate SMA Services by paying 150% of the SMA Subscription Fee for the Covered Software that is in arrears as well as the SMA Subscription Fee at the then current rate, for the then-current Maintenance Period. Failure to renew the Maintenance Period shall terminate the license to use certain Covered Software under the License Agreement (as more fully set forth therein), until reinstated as provided above. Upon reinstatement of a Maintenance Period, the license to the affected Covered Software (as more fully set forth in the License Agreement) shall resume in full force and effect under its terms.

4.06 Taxes: Subscriber shall be responsible for all sales, use and other taxes and all applicable duties, levies and export fees and similar charges imposed by any federal, state or local government entity on the SMA Services provided and fees paid under this SMA, excluding taxes based solely upon Component Control’s income.

Article 5. Adjustments to SMA Subscription Fee

5.01 Change in Subscription Level: If the Subscriber adds to its current Component Control Software License by purchasing additional users and/or modules, the additional SMA Subscription Fee will be calculated based to the SMA Subscription Percentage multiplied by the then-current list price of the add-on modules and/or users, unless otherwise stated on the applicable Software Proposal. This additional SMA Subscription Fee will then be pro-rated for the months remaining on the current Maintenance Period. Upon the next renewal of Maintenance Period, the additional SMA Subscription Fee for all add-on modules and/or users purchased during the previous Maintenance Period will be added to the SMA Subscription Fee of the renewal Maintenance Period.

5.02 Annual Percentage Increase: Notwithstanding anything contained in the SMA to the contrary, to offset inflation and other increases in the cost of doing business, Component Control has the right to increase the SMA Subscription Fee (for the same Covered Software) by no more than 5% per annual Maintenance Period.

Article 6. System Requirements for SMA Services

6.01 System Requirements: To enable Component Control to remotely view and properly assess Subscriber’s Customer Support problems and to allow file transfer of software updates and upgrades provided under this SMA, Subscriber must have a high speed Internet connection prior to receiving SMA Services and must enable remote access of its Covered Software installation to Component Control.

6.02 Exceptions: Component Control’s obligations to provide the SMA Services hereunder shall not apply (i) if the Covered Software has been modified, changed or altered by anyone other than Component Control, unless authorized by Component Control in writing; (ii) if Subscriber is not operating or using the then-current version of the Covered Software that has been provided or made available by Component Control, or the immediate prior version of Covered Software (provided that the prior version of the Covered Software is not exhibiting known Bugs); (iii) if the computer hardware used in the operation of the Covered Software is not in good operating order or is not installed in a suitable operating environment; (iv) if the computer hardware and hardware configuration used in the operation of the Covered Software does not meet Component Control’s recommended specifications, including, but not limited, the requirement to install and execute the Covered Software on a dedicated server, or if Subscriber does not otherwise adhere to Component Control’s published Covered Software requirements relating to network design and system configurations; (v) if the Covered Software has been improperly installed or operated, and/or used in any way other than as contemplated by the License Agreement; (vi) if the Covered Software has been used, integrated or merged with any other software, peripheral device or other materials not supplied or approved by Component Control; and/or (vii) if the database is determined to be corrupt due to events that are not under Component Control’s direct supervision. If any claims fall within any of the above exceptions, then, in addition to any SMA Subscription Fee paid by Subscriber hereunder, Subscriber shall also pay Component Control’s costs of investigating and identifying the problem, and Component Control’s expenses to repair or correct the problem, based on Component Control’s then-current charges.

6.03 Access to Covered Software Installation: Subscriber hereby grants Component Control the right to access Customer’s Covered Software installation as required by Component Control to provide SMA Services hereunder, to provide all integration with StockMarket sourcing community or other applicable Third Party Services and otherwise remotely administer the Covered Software, including, but not limited to, using the Stock Market Agent to collect inventory updates and update the StockMarket, and collecting transaction data for the purpose of aggregating and publishing statistical aggregate non-identifiable transaction data on the StockMarket. In addition, Subscriber hereby grants Component Control the right to access Customer’s Covered Software installation to retrieve statistical information regarding Subscriber’s use of the Covered Software to better assist Component Control in providing SMA Services hereunder.

Article 7. Default or Termination

7.01 Default: No SMA Services shall be rendered by Component Control to the Subscriber if any payment due to Component Control is not received in full by the Invoice due date. Furthermore, Component Control shall have the right to terminate this SMA, in part or in whole, upon the occurrence of any of the following: (i) immediately without notice upon the expiration of the Maintenance Period or of any renewal thereof; (ii) immediately upon the breach by the Subscriber of any of the terms contained herein, which, if curable, is not cured within ten (10) days after notice, by the Subscriber or (iii) immediately without notice upon termination of the License Agreement.

7.02 Termination: Failure to renew this SMA by continued payment of the SMA Subscription Fee, as provided above, will result in the termination of all services provided hereunder. Reinstatement of Subscriber support benefits will be made only as provided in Section 4.05 and the payment of the applicable SMA Subscription Fee, or upon the execution of a new SMA and the payment of the applicable SMA Subscription Fee. This SMA may also be terminated as provided in Section 9.11. Notwithstanding anything to the contrary herein, to the extent any Third Party Services available through any Covered Software (x) is terminated or otherwise no longer available to Component Control for integration or connectivity to the Covered Software or (y) the Subscriber fails to separately obtain a license from and pay all fees to the corresponding Third Party Services provider as may be required to utilize such Third Party Services, then, in each case, Licensor shall have the right to, upon notice to Subscriber with immediate effect and without any penalty or premium, cease providing the integration activation set forth in Section 3.02.

7.03 License Termination: The license to use certain Covered Software, as more fully set forth in the License Agreement, shall terminate until Subscriber has in place an effective SMA and Subscriber has made all payments that are due thereunder.

Article 8. Warranty 8.01 Disclaimer: COMPONENT CONTROL EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE COVERED SOFTWARE AND/OR ANY SERVICES PROVIDED BY COMPONENT CONTROL TO SUBSCRIBER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR BASED ON COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE.

8.02 Limitation On Liability: NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR SUBSCRIBER’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS SMA, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE COVERED SOFTWARE, ANY COVERED SOFTWARE BUGS, THE RESULTS GENERATED FROM THE USE OF THE COVERED SOFTWARE, ANY TRANSACTIONS RESULTING FROM THIS SMA, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER. IN ADDITION, COMPONENT CONTROL’S ENTIRE LIABILITY TO SUBSCRIBER WHETHER IN TORT, CONTRACT OR OTHERWISE SHALL NOT EXCEED THE SMA SUBSCRIPTION FEE PAID BY SUBSCRIBER TO COMPONENT CONTROL UNDER THIS SMA FOR THE THEN CURRENT MAINTENANCE PERIOD.

Article 9. General Provisions

9.01 Relationship of Parties: Neither party is the agent or legal representative of the other party, and neither party has the right or authority to bind the other party in any way. This SMA creates no relationship as partners or a joint venture, and creates no pooling arrangement.

9.02 Governing Law and Venue: This SMA shall be interpreted and enforced under the laws of the State of California, without application of its conflicts or choice of law rules. Both Parties irrevocably submit to the jurisdiction of the state and federal courts located in San Diego, California for any action or proceeding regarding this SMA, and both parties waive any right to object to the jurisdiction or venue of the courts in San Diego, California.

9.03 Assignment: Neither party has the right to assign this SMA without the prior written consent of the other party, which will not be unreasonably withheld. In the event of a corporate reorganization, merger and/or acquisition, the Subscriber may assign its rights under this SMA to its successor in interest, subject to the written approval of Component Control, which may not be unreasonably withheld.

9.04 Counterparts: This SMA may be executed in several counterparts that together shall be originals and constitute one and the same instrument.

9.05 Waiver: The failure of either party to enforce any of its rights hereunder or at law shall not be deemed a waiver or a continuing waiver of any of its rights or remedies against the other party, unless such waiver is in writing and signed by the party to be charged.

9.06 Severability: If any provision of this SMA, or part thereof, is declared by a court of competent jurisdiction to be invalid, void or unenforceable, each and every other provision, or part thereof, shall nevertheless continue in full force and effect.

9.07 Attorneys’ Fees: In the event a dispute arises regarding this SMA, the prevailing party shall be entitled to its reasonable attorneys’ fees and expenses incurred in addition to any other relief to which it is entitled.

9.08 Entire Agreement: This SMA constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior or contemporaneous understandings or agreements, whether oral or written. This SMA shall be modified or amended only by a writing signed by both Subscriber and Component Control. Notwithstanding the previous sentence, this SMA may be modified or amended by Component Control, from time to time, as required to comply with the specific SMA Services then being offered by Component Control. Any such modification shall be effective thirty (30) days following its delivery to Subscriber by Component Control.

9.09 Authority: The parties executing this SMA on behalf of Component Control and Subscriber represent and warrant that they have the authority from their respective governing bodies to enter into this SMA and to bind their respective companies to all the terms and conditions of this SMA.

9.10 Force Majeure: Other than for Subscriber’s payment obligations, neither party shall be liable for any delay or nonperformance due to acts of God, natural casualties, war, terrorism, material shortages, transportation and communications delays, energy shortages and disruptions, trade embargoes, governmental regulations, strikes, civil unrest and/or other causes beyond the reasonable control of a party (a “Force Majeure Event”). If a Force Majeure Event occurs, the party whose performance is affected shall give the other party written notice within ten (10) days of such occurrence, detailing the circumstances of the Force Majeure Event and an estimate of the anticipated delay in performance. The party whose performance is affected will use commercially reasonable efforts to develop a mutually acceptable work around plan in an attempt to minimize the impact of the Force Majeure Event. Performance shall be promptly resumed upon termination of the Force Majeure Event.

9.11 Non-Solicitation. Subscriber shall not directly or indirectly solicit or persuade any employee of Component Control to leave the service of Component Control for any reason, and/or hire or retain any such employee without the prior written approval of Component Control. In the event of a breach of the prohibition set forth in this Section 9.11 during the term of this SMA, Component Control shall have the right to immediately terminate this SMA upon written notice to Subscriber.

Printable copy

COMPONENT CONTROL.COM, INC

1731 KETTNER BLVD., SAN DIEGO, CA 92101 Quantum Subscription Service Agreement for Public Cloud

TERMS & CONDITIONS OF SERVICE

1. PROVISION OF SERVICES Upon your full compliance with the terms and conditions contained in this Quantum Control Subscription Service Agreement (this Agreement, the Agreement) and your acceptance of the License Agreement (License) displayed during installation or first use of Quantum Control (the Software or Quantum), we agree to provide you with access to the Software and related services as described herein. Each installation and version upgrade of the Software includes a version-specific License which will require your acceptance to complete the installation and use the Software. A reference copy of the currently released License is attached hereto as Exhibit A, but may differ from the Software version installed for your use. In the event of any conflict between the provisions of this Agreement and the version-specific License, the version-specific License will control. Environments managed and hosted by Component Control (Service Provider) are configured for high-availability / high security and include automated 7 X 24 monitoring and system down response, clustered Windows Terminal servers, an offline Oracle backup server, secured daily offsite data backups, an offsite disaster recovery environment, and redundant firewalls, switches, network access, power, climate control and fire suppression, maintained in a certified SSAE 18 data center. Every reasonable effort will be made to avoid unscheduled downtime of Component Control.com, Inc. (Service Provider) host systems; however, uninterrupted access to the Software is not guaranteed or implied. The management, performance, security, data protection and accessibility of Subscriber-hosted environments are the sole responsibility of Subscriber.

2. PROPOSALS The Software and related services (Services) we are providing you are set forth in separate proposals. Our proposals will in each case set forth, as applicable, the specific Software modules and configuration and corresponding subscription fee (Subscription Fee) and/or associated Services to be performed by us and corresponding fees (Service Fees). Each proposal must be signed by both of us to be valid. Upon our signing a proposal, it will be fully incorporated into and governed by the terms and conditions of this Agreement. In the event any provision in a proposal conflicts with any portion of this Agreement, the provisions of this Agreement will govern.

3. AUTHORIZED USERS Named Users may be part of any business unit of Subscriber and includes all distinct, simultaneous connections to the Quantum database, whether through the Software, mobile applications, Service Provider’s APIs, or any external application. Only employees or agents of Subscriber and its subsidiaries are authorized to access the Software and must agree to use it in accordance with the terms and conditions contained herein. Each person that accesses or interacts with the Software or its data constitutes a user, and you may not employ any means of use that bypasses the Software’s license management features, including but not limited to the use of any device, application or service that permits multiple users to access or interact with the Software or its data without consuming an equally proportionate number of concurrent named user licenses.

4. SYSTEM REQUIREMENTS Access to Service Provider host systems requires end-user installation and configuration of the Microsoft Windows RDP Client software, or other remote connectivity solutions (i.e. Citrix) and/or additional security measures. Subscriber environments must meet the hardware and software configuration requirements as defined in the Quantum System Requirements, attached hereto as Exhibit B, and may periodically require updates for full compliance with newer versions of the Software. Unless otherwise indicated in the SUBSCRIPTION SERVICE CONFIGURATION above.

5. SUBSCRIPTION TERM The term of this Agreement, (i) with respect to Software, shall be the subscription term set forth in the corresponding Software proposal; and (ii) with respect to Services, shall be the time period required for Service Provider to perform the Services set forth in the corresponding Services proposal.

6. PAYMENT TERMS Subscriber agrees to pay the Software and Service Fees as set forth on the corresponding proposals.

Bank Name: U.S. Bank Bank Address: 1331 Rosecrans St., San Diego, CA 92106, USA Routing Number: 122235821 Account Number: 157502490913 Account Name: Component Control.com, Inc. SWIFT Number: USBKUS44IMT

Payments may be made by wire transfer as above, or by check to:

Component Control.com, Inc. Attention: Accounts Receivable 1731 Kettner Blvd San Diego, California 92101

The Subscription Fee will be charged to your account on the first business day of each month during the term of this Agreement. Requires completion and approval of a Payment Authorization Form attached hereto.

7. RENEWAL The Subscription Term will renew automatically for like intervals unless Service Provider or Subscriber provides written notice of discontinuation at least 90 days prior to expiration of each term. Subsequent Subscription Fees are subject to an annual increase of 5%.

8. SUPPORT SERVICES Standard Support Plan: Service Provider will provide standard, second-level e-mail support for issues related to operation of supported Quantum modules from standard Quantum user screens and within the supported schemas. Support does not include user training or implementation and is intended for escalation of Quantum user issues that Subscriber has been unable to resolve. Standard support hours are Monday-Friday, 8am-5pm Pacific Standard Time, excluding Component Control Holidays. Subscriber will designate two support contacts to report issues via email at support@componentcontrol.com with information including a description of the Defect and manner in which the Defect can be observed or caused to occur. During the first 30 days of go-live, Subscriber will have access to Premium Support.

Premium Support Plan (1st 30 days of service and beyond if purchased): Premium support includes Standard Support with the addition of live “Customer Care”. Subscriber may submit its support questions via phone during normal Service Provider business hours or via e-mail or directly from the “Customer Care” section of Service Provider’s website or within the Software. The preferred method for registering support calls is via Service Provider’s website that is available 24 hours a day and where Subscriber trouble calls can be documented to facilitate assignment to the proper resource. Subscriber support requests will be answered as promptly as possible with a commitment that an initial response will be provided within six (6) hours after the request is properly submitted. Current support hours begin each week Monday morning at 12:01AM and continue through 6:00PM Friday Pacific Standard Time, exclusive of holidays in the United States.

After Hours Support and Training Services: Support provided outside of the Standard or Premium plan, for Subscribers, is available by calling Service Provider’s on-call Subscriber Support Representative at (619) 696-5400. This support is available on a time and materials basis at a rate of $175 per hour or issue with a minimum charge of one hour per support call.

Software Updates: Service Provider will provide periodic updates to the Software, including defect fixes and/or enhancements as they become available, and will notify Subscriber. Modules other than those shown in the Supported Module Configuration must be purchased separately and will increase the Subscription Fee beginning on the first full month of access to the purchased module. Software updates will be performed during normal support hours. Requests for after-hours updates will be quoted on an individual basis based on Service Provider’s scheduling availability and then-current after-hours billing rates. Any modifications to custom reports or integrations not created by Service Provider, that may be required for compatibility with newer versions of Quantum, will be the responsibility of Subscriber.

Unsupported Issues: Any support provided by Service Provider for issues not covered by this Agreement will be billed to Subscriber at Service Provider’s then-current rates. Some items not covered by this Agreement include, but are not limited to, (i) the computer hardware used to access the Software is not in good operating order or is not installed in a suitable operating environment; and/or (ii) if the Subscriber is unable to access the Software due to Internet or other connectivity issues outside of the control of Component Control (the foregoing, Excluded Conditions).

Data Monitoring Agent: Service Provider reserves the right to deploy a data monitoring/gathering agent (the “Data Agent”) in the Software to enable Service Provider to collect, aggregate, and store certain data related to the Software and the use thereof. Subscriber hereby grants Service Provider the right, as necessary, to access Subscriber’s instance or installation of the Software for the purposes of deploying the Data Agent, which may occur through one or more updates to the Software or through such other means as Service Provider deems reasonably necessary. In addition, Subscriber further agrees that Service Provider may extract, transform, analyze, and aggregate data obtained through the Data Agent for the purposes of (i) providing the Software and related services hereunder; (ii) providing diagnostic and other content-related products to Subscriber; and (iii) in aggregate form for any other business purpose of the Service Provider. As between Subscriber and Service Provider, Service Provider shall own any aggregated data generated through the Data Agent and all right, title, and interest therein. Service Provider will not disclose any data gathered from Subscriber to any other customers of Service Provider in any manner that identifies Subscriber.

9. ACCESS CONTROL AND MONITORING For the purpose of controlling and monitoring access to the Software provided under this Agreement, Service Provider will deploy software functionality with the capability of limiting named user access to the Quantum system. This functionality will include date specific triggers based on the dates of this Agreement and corresponding payment due dates.

10. SERVICES Services: Should a Subscriber issue be determined to require Professional Services, then Subscriber support personnel will assign the issue to Service Provider’s Services helpdesk which will be responsible to facilitate a Services proposal from the appropriate resource (data services, network services, custom programming, training and consulting). Services will be provided on a time and materials basis as more fully set forth in the applicable Services proposal.

On-Site Services: In instances where Service Provider determines that on-site Services are needed, Service Provider will provide a Services proposal for such work. An on-site visit can be arranged to examine unresolved issues pursuant to such proposal upon Subscriber’s approval. The cost of such a visit is not included within the terms of this Agreement.

Performance of Services: Upon Service Provider’s receipt of Subscriber’s authorization as evidenced by Subscriber’s execution of the applicable confirmation, and subject to Subscriber’s performance of its obligations hereunder and under the applicable Services proposal, including, but not limited to, timely payment of all Subscription Fees due pursuant to this Agreement, Service Provider shall perform the Services as set forth in such confirmation. All Services performed hereunder shall be deemed accepted upon performance. The Services shall be performed at the facility specified in the applicable Services proposal and confirmed and on the dates as set forth in the confirmation, subject to reimbursement of expenses. Notwithstanding the foregoing, Subscriber may request Service Provider to perform management Services in writing, in person or by telephone, without the requirement of a specific confirmation. Subject to Subscriber’s performance of its obligations hereunder and to the availability of Service Provider’s resources, Service Provider shall perform management Services upon Subscriber’s request.

Subscriber Obligations: Subscriber shall be responsible for providing to Service Provider in an accurate and timely manner all information or other materials as necessary for Service Provider to perform the Services. Subscriber shall (a) provide Service Provider with access to any hardware, networks, files and documentation as necessary for Service Provider to perform the Services; (b) provide one Subscriber-designated point of contact for Service Provider to use for all questions and issues relating to each Services proposal, provided that such point of contact may, from time to time, delegate its responsibility to another person upon prior written notice to Service Provider; and (c) provide sufficient personnel qualified to perform Subscriber’s obligations as may be set forth in a Services proposal. Subscriber shall also be responsible to perform any additional obligations as may be set forth in the applicable Services proposal and confirmations.

Delays: Service Provider will be relieved of its obligations under a confirmation to the extent dependent upon Subscriber’s obligations thereunder and/or under this Agreement that are not met. Subscriber will be responsible for additional fees and expenses incurred by Service Provider due to (i) any delays resulting from Subscriber’s failure to perform Subscriber obligations hereunder and/or under a Service proposal and/or confirmation in a timely and effective manner; (ii) Service Provider’s performing tasks that were originally Subscriber obligations hereunder and/or under a confirmation but which were not performed in a timeframe or manner necessary to maintain the overall schedule and objectives of the applicable confirmation; (iii) Subscriber’s failure to comply with the hardware and software configuration requirements as defined in the Quantum System Requirements, attached hereto as Exhibit B; and (iv) Excluded Conditions.

11. TERMINATION OF AGREEMENT Termination by Service Provider: A failure by Subscriber to comply with any of the terms and conditions of this Agreement shall constitute a breach of agreement. In the event that Service Provider notifies Subscriber that a breach has occurred and Subscriber fails to cure such breach within 15 calendar days from notification, Service Provider may immediately suspend all Services, including support of and access to the Software. In the event that Subscriber fails to cure such breach within 45 calendar days from initial notification, Service Provider may terminate this Agreement and all related Services. In the event of such termination, Subscriber agrees to remit a single payment to Service Provider within 30 days of termination equal to the sum of a.) all outstanding invoices for Services performed under this Agreement, and b.) a termination fee equal to 40% of the remaining Subscription Fees that would have been paid under the full term of the agreement. Upon request, Service Provider will provide Subscriber with data exported from the supported Oracle Database Schema most recently used for production activities, in Oracle.dmp format. In addition, and notwithstanding any other provision herein, this Agreement may be terminated immediately by Service Provider upon written notice to the Subscriber in the event either party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy, or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts; (iv) makes or seeks to make a general assignment for the benefit of its creditors; (v) applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (vi) is the subject of any events or circumstances analogous to any of the foregoing (i) through (v) in any applicable jurisdiction.

Termination by Subscriber: Subscriber may terminate the agreement for any reason and surrender all rights to the Software and Services provided under the agreement by providing a 90-day, written notice of intent to terminate and remitting a single payment equal to the sum of a.) all outstanding invoices for Services performed under this Agreement, and b.) a termination fee equal to 40% of the remaining Subscription Fees that would have been paid under the full term of the Agreement. Upon request, Service Provider will provide Subscriber with data exported from the supported Oracle Database Schema most recently used for production activities, in Oracle.dmp format.

12. PROPRIETARY RIGHTS The Software is proprietary to Service Provider, subject to Service Provider’s suppliers’ and licensors’ rights to third-party products, and Service Provider reserves all right, title and interest in and to the Software, including all related intellectual property rights. No rights are granted to Subscriber hereunder other than the limited access rights expressly set forth herein. Subscriber is responsible for obtaining all authorizations, consents, releases, and permissions necessary or desirable for Subscriber or its users to enter data into the Software and to use the Software to process and store customer data. Subscriber and its users will not submit any customer data or use the Software in any way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of any third party or violates any applicable local, state or federal laws, statutes, ordinances, rules or regulations or any judicial or administrative orders. Subscriber hereby represents and warrants that Subscriber possesses all necessary rights in and to customer data, including without limitation all rights and consents to upload and submit customer data through the Services.

13. USAGE RESTICTIONS As between Subscriber and Service Provider, Subscriber is solely responsible for: (a) its users and for all activities that occur under its and their accounts; (b) the accuracy and quality of customer data; and (c) complying with all applicable federal, state and local laws, rules and regulations in using the Software. Subscriber shall prevent unauthorized access to, or use of, the Software, and notify Service Provider in a timely manner of any such unauthorized access or use of which Subscriber becomes aware. Subscriber shall not, and shall not knowingly permit any user or third party to: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Software available to any third party; (ii) translate, adapt, modify, copy, update, revise, enhance, or otherwise alter or create derivative works of the Software; (iii) reverse engineer, disassemble or decompile (or attempt to reverse engineer, disassemble or decompile) any Software; (iv) access the Software in order to (1) build a competitive product or service, or (2) copy any ideas, features, functions or graphics thereof; (v) send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Software; (vii) attempt to gain unauthorized access to the Software or its related systems or networks; (viii) use the Software for unlawful purposes or for any purpose not expressly permitted by the Agreement; (ix) make the Software available to any third party other than its authorized users in accordance with Section 2. If Service Provider has reasonable grounds to believe that Subscriber is in violation of this Section, Service Provider may suspend or terminate Subscriber’s and/or its users’ access to the Software immediately.

14. EXPORT RESTRICTIONS Subscriber agrees that U.S. export control laws and other applicable export and import laws govern all use of the Software and any technical data contained therein. Subscriber agrees that neither the Software nor any technical data contained therein will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.

15. SUBSCRIPTION FEE INCREASE Notwithstanding anything contained herein to the contrary, to offset inflation and other increases in the cost of doing business, Service Provider has the right to increase the Subscription Fee by no more than 5% per subscription period

16. SALES AND USE TAX APPLICABILITY Subscriber agrees to be solely responsible for and pay all federal, state, and local taxes (including, without limitation, sales and use taxes, privilege and excise taxes, and all other taxes of any kind or nature) related to or arising out of this Agreement, however such taxes may be designated, levied, or based, and whether on any of the fees set forth in this Agreement. Subscriber will indemnify and hold Service Provider harmless from Subscriber’s failure to pay any such taxes.

17. LIMITATION OF LIABILITY In no event shall Service Provider be liable for any lost profits, incidental, special, indirect, consequential, punitive, exemplary loss of business, or other damages similarly arising out of any breach of this Agreement. Subscriber agrees that in no event shall Service Provider’s total aggregate liability for any claim or series of claims exceed the total Subscription Fees paid during the year such claim is made, or during the year in which the first claim in a series of claims is made.

18. REINSTATEMENT FEES Additional charges for reactivation following a lapse in service due to suspension, expiration or termination of this Agreement will include prorated charges for the elapsed period of time that Subscriber was inactive plus a 15% re-instatement fee; and any third party reinstatement fees incurred by Service Provider on behalf of Subscriber.

19. GOVERNING LAW This agreement shall be interpreted and enforced according to the substantive laws of the State of California without application of its conflicts or choice of law rules. Both parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in San Diego, California for any action or proceeding regarding this Agreement, and both parties waive any right to object to the exclusive jurisdiction or venue of the courts in San Diego, California.

20. FORCE MAJEURE Service Provider is excused from performance and shall not be liable for any delay in whole or in part, caused by the occurrence of any contingency beyond the reasonable control either of Service Provider or its subcontractors or suppliers. These contingencies include, without limitation, war, sabotage, insurrection, act of terrorism, riot or other act of civil disobedience, act of public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof affecting the terms of accident, fire, explosion, flood, severe weather or other act of God, shortage of labor, fuel, raw material or machinery or technical or yield failure.

21. NON-DISCLOSURE AND CONFIDENTIALITY The terms of this agreement are confidential and prohibited from disclosure to any third party except to the extent required by law. Subscriber agrees to make reasonable efforts to protect Service Provider’s proprietary information and trade secrets by keeping the Software and its related documentation in secured areas, limiting access to Subscriber employees and agents who have a need to use the Software and informing all users of these obligations. Service Provider acknowledges that administrative access to the Software may expose confidential or proprietary information of Subscriber and Service Provider agrees to treat such information with the same confidentiality and security employed for protecting its own information, and to also inform its employees of this obligation.

22. MUTUAL INDEMNIFICATION Service Provider will defend or settle any proceeding brought against Subscriber to the extent that it is based on a claim that the design of the Software constitutes an infringement of a United States copyright or an existing United States patent, provided Service Provider is notified promptly in writing and given complete authority and information required for defense against the claim, and Service Provider will pay all damages and costs awarded therein against Subscriber, but will not be responsible for any cost, expense or compromise incurred or made by Subscriber without Service Provider’s prior written consent. In the event the Software furnished in this Agreement is, in Service Provider’s opinion, likely to become or does become the subject of a claim of infringement of a copyright or patent, Service Provider may, at its option and expense, procure for Subscriber the right to continue using the Software, modify it to make it non-infringing, or substitute another product of similar capability. If none of the foregoing alternatives is reasonably available in Service Provider’s opinion, Service Provider may terminate Subscriber’s right to use the Software upon thirty (30) days written notice and refund any unused, prepaid Subscription Fees and/or Professional Services to Subscriber. Service Provider will have no liability for any claim of infringement based upon the use of the Software, other than use of a current, unaltered version of the Software used in accordance with this Agreement and the applicable EULA, or upon the use of a combination of the Software with any third-party products or data. THIS SECTION STATES CUSTOMER’S SOLE REMEDY AND Service Provider’s SOLE LIABILITY WITH RESPECT TO CLAIMS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION. Subscriber agrees to defend or settle, with Service Provider’s approval, any proceeding brought against Service Provider to the extent that it is based on a third-party claim regarding problems, errors or mistakes produced by use of the Software, which was not caused by Service Provider, and Subscriber agrees to pay all damages and costs awarded therein against Service Provider related thereto.

23. LIMITATION OF WARRANTY If all available updates to the Software are installed, the Software is warranted to substantially conform to the electronic user help documentation provided with the Software for a period of ninety (90) days from purchase (Warranty Period). Service Provider does not warrant that (i) the operation of the software will be uninterrupted or error free; (ii) all programming errors will be corrected; (iii) the functions contained in the software will operate in the combination which Subscriber may select for use or will meet Subscriber requirements; or (iv) the end product produced by the Software will be without mistake, no matter how caused, nor error free. Changes or modifications to the Software, configurations or data files by any entity or individual other than Service Provider or its approved sources will render this warranty null and void. If during the Warranty Period, Subscriber demonstrates to Service Provider that the Software does not substantially conform to the functionality described in electronic user help documentation provided with the Software, Service Provider shall either, in its sole discretion, (i) correct such Software at Service Provider’s cost, provided that upon inspection by Service Provider, Service Provider has found the Software to be defective; or (ii) refund the Subscription Fee paid to Service Provider by Subscriber for the then current subscription period. Customer agrees that Customer’s sole and exclusive remedy hereunder shall be limited to the corrective action set forth in this Section. THE LIMITED WARRANTY ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER CONDITIONS AND WARRANTIES FOR THE SOFTWARE. SERVICE PROVIDER MAKES NO OTHER CONDITIONS, GUARANTEES, OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE SERVICE MAY CONTAIN, ERRORS, PROBLEMS OR OTHER LIMITATIONS. SERVICE PROVIDER ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE SOFTWARE.

24. TRADEMARK CONSENT TO USE Unless indicated by Subscriber’s initials below, Subscriber consents to Service Provider’s use of Subscriber’s trademarks, including logos and business names, for the sole purpose of display within Service Provider’s website and marketing materials. Unless separately agreed in writing, no representations will be made in Service Provider’s use of Subscriber trademarks, other than Subscriber’s use of the Software. This consent will not affect any transfer of copyright, trademark or any other applicable intellectual property rights or title from Subscriber, and no other use of Subscriber’s intellectual property rights is authorized. Declined ____

25. WAIVER No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing.

26. MERGER This Agreement constitutes the entire and exclusive agreement and supersedes all previous agreements between Service Provider and Subscriber regarding these products and services. No representations or statements of any kind made by any representative of Service Provider, which are not stated herein, shall be binding on Service Provider. Any modification or addition to any provision of this agreement must be agreed to in writing by a duly authorized representative of Service Provider.

27. NOTICES Notices, copies of notices, or other communications required or permitted hereunder shall be initially delivered by electronic mail service and will be considered delivered when an electronic acknowledgment of receipt is received by the sending party. If no receipt acknowledgement is received within three (3) business days, a copy of the communication will be sent by either certified or registered mail, FedEx or UPS, with signature and/or delivery confirmation required. All communications will be addressed to the most recently designated contacts and addresses provided by the recipient. In the event that any communication is undeliverable because of refusal to accept by the addressee, or because of invalid or outdated contact information being provided to the sender, the communication shall be deemed to be delivered when the delivery attempt is made.

28. BENEFITS This agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

29. VALIDITY If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties hereto, and shall be enforceable, as though said invalid or unenforceable provision were not contained herein.

30. ASSIGNMENT This agreement and the rights granted hereunder are not assignable by Subscriber without Service Provider’s express written consent, except in the event of a sale of your business to which this Agreement relates, in which case Subscriber must assign this Agreement to the purchaser and cause the acquiring company to expressly assume in writing Subscriber’s obligations hereunder.

31. ADDENDUM Any addendum attached hereto and signed by the parties shall be considered part of this Agreement.

32. SURVIVAL Any provisions herein which, by their nature, should survive termination or expiration of this Agreement, shall so survive such termination or expiration.

33. NON-SOLICITATION Neither party shall directly or indirectly solicit or persuade any employee of the other party to leave the service of such other party for any reason, and/or hire or retain any such employee without the prior written approval of the other party. In the event of a breach of the prohibition set forth in this Section during the term of this Agreement, Service Provider shall have the right to immediately terminate this Agreement upon written notice to Subscriber

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