Trident Software Subscription Agreement Terms & Provisions

This agreement is entered between Trident Automation, Inc. (Trident) and the customer listed on the original quote (Customer).

DEFINITIONS for this Agreement:

A. Subscription: Includes upgrades, maintenance, enhancements and bug fixes to the software during the terms of this agreement.

B. Support: Any customer-initiated assistance that includes additional customization, training and usability of software.

C. Warranty: Entails an obligation to eliminate any defects in the operation of a product or it’s construction, which are due to a production fault.

D. Covered Software: A proprietary software product of Trident Automation. Covered Software does not include hardware, vendor operating systems, other system software, Customer-developed software or reports, and third-party software (except any third-party software embedded in the Covered Software). Software covered for Customer is listed on the original quote.

 

RECITALS

WHEREAS, Trident is engaged in the business of computer application development, technical consulting services, custom software development and maintenance,

WHEREAS, Trident has provided to Customer certain software (“Covered Software”) designated in the original quote pursuant to a software license agreement between the parties (the “License Agreement”); and

WHEREAS, Trident has provided to customer limited support labor designated in the original quote pursuant to a software license agreement between the parties (the “License Agreement”); and

WHEREAS, Customer wishes to have Trident provide maintenance and support services pursuant to the terms and conditions of this Agreement; NOW, THEREFORE, the parties agree as follows:

I. COVERAGE

During the term of this Agreement, Trident agrees to provide maintenance and Support services for the Covered Software operating at the site location documented in the introductory clause of this document.

II. DESCRIPTION OF SERVICES

In exchange for the Subscription and Support fee, Trident agrees to provide the Customer with hours designated in the original quote of Support to the Covered Software, pursuant to the terms and conditions of the Software License Agreement as follows:

  1. Support: Trident will provide email and telephone support to you, the Customer, for current versions of the Covered Software.
  2. Maintenance: Trident will supply to Customer as part of this agreement any improvements, upgrades, or modification to the Product that Trident makes generally available.  Any such improvement, upgrade, or modification shall become part of the Product for all purposes of this Agreement.
  3. Enhancement Requests: Customers are able to request feature and/or enhancement suggestions for improving the Covered Software. These customizations are subject to additional charges or fees by Trident.

III.   SERVICE EXCLUSIONS

Trident’s obligation to provide maintenance and support to Covered Software is contingent upon proper use of the product and full compliance with the Software License Agreement.  Trident shall be under no obligation to provide Maintenance and Support should such services be required due to (a) failure to operate the Product within the systems requirements provided for the Covered Software (b) any modifications or attempted modifications of the Covered Software by Customer or any third party (c) your failure or refusal to implement product changes recommended by Trident.

Other services excluded in this agreement as it relates to the Covered Software including the following, but not limited to:

  1. Networking / Domain changes,
  2. PC related hardware or software errors for customer machines,
  3. Device updates or configuration changes for the devices,
  4. New or reconfigured test devices, or
  5. Custom program changes required to deal with changing business processes.

IV. LABOR

The labor associated with this agreement will be used by Trident to support products covered under this agreement.

Fees and billing for services outside of the scope of this agreement will be billed at the Software Subscription rate during the quoted timeframe and occur as services are performed.  Additional travel time and expense fees would be applicable.

Additional labor charges apply to any hours over those documented in section II and a utilization report will be provided documenting labor used.

V. SITE VISITS

The agreement does not provide any onsite travel, labor or expenses.  All Support performed as part of this agreement will be done remotely.  If travel is required, the Customer is subject to pay for all costs as it relates to travel, and associated expenses.  Trident will require a purchase order for applicable travel and lodging expenses before providing onsite support.

VI. REMOTE ACCESS

This agreement is contingent upon provision by Customer to provide Trident access to the system(s) running the Covered Software via a secure internet connection maintained by the Customer.  Access includes, but not limited to: user ID, passwords, system data, file transfer capabilities, and remote log-in capabilities. Trident will use such access only for the purposes of this Agreement and will comply with Customer’s standard security procedures. Information accessed by Trident employees or agents as a result of accessing Customer’s system shall be deemed confidential information pursuant to the terms of the Software License Agreement executed concurrently between the parties hereto.

VII.   TERM

This Agreement shall be effective for the term identified in the received quote. If this Agreement is renewed and the renewal Purchase Order or other renewal agreement is received after the expiration date of the current Agreement, then the renewal date will be the date when the new Purchase Order/renewal agreement is processed by Trident. This Agreement fee is non-refundable.

VIII. Business Hours of Operation

 IX. COMPLETE AGREEMENT

This Agreement constitutes the entire and exclusive agreement between the parties concerning its subject matter and supersedes all prior written and oral understandings and agreements between the parties regarding its subject matter.  The Terms and Conditions of Sale–Software provisions are applicable to this agreement.  For more information a copy of the Terms and Conditions of Sale is available on our website at https://www.tridentautomation.com/terms-and-conditions-of-sale.

X. LICENSING AGREEMENT

The Licensing Agreement is applicable to this agreement. A copy of the Licensing Agreement is available on our website at https://www.tridentautomation.com/software-licensing-agreement.