Terms & Conditions

The Protege System Management Suite Software Maintenance Agreement (SMA) is provided subject to the following Terms and Conditions. These provisions set forth are only obligations of Integrated Control Technology Limited (ICT) regarding the SMA. For purposes of this Agreement, "You" or "Your" shall refer to the entity enrolled in the SMA.

BENEFITS:

1. Unlimited use of ICT's email, online and telephone support, VIA AUTHORISED ICT PARTNER (the "Partner") to receive technical assistance and/or general consultation with regard to software You have licensed from ICT, and for which You have elected to receive SMA (the "Covered Software").
2. As they become available, ICT will provide new versions, updates and/or enhancements, fixes, and workarounds to current versions of the Covered Software.
3. As they become available, ICT will provide updates and enhancements to existing documentation online on the ICT Website.
4. ICT will take all reasonable steps to correct defects in the Covered Software that are directly attributable to programming if ICT, in its sole discretion, recognizes them as having a materially detrimental effect on the performance of the Covered Software.

TERMS

5. The Annual Maintenance period begins when the CD Key for the Covered Software is first registered with ICT.
6. The initial 12 month SMA fee is included in the purchase price of the software.
7. Renewal fees may be subject to an inflationary adjustment of list price from time to time. If you purchase additional Software upgrades or licensed clients for such Software, these will include SMA with their expiry to coincide with the CD key's expiry date. ICT do not pro-rata SMA.
8. All charges for SMA are payable in advance 12 months in advance.
9. Charges do not include charges related to third party software programs, which may be required to run the Covered Software. You may be required to pay separately for any upgrades in such third party programs.

EXCLUSIONS FROM SMA

The following is expressly excluded from the terms of this Agreement:

10. Provision, installation and/or support of new versions and/or enhancements to current versions of non-ICT software. Non-ICT software includes but shall not be limited to operating system software.
11. Installation of updates and enhancements to ICT software.
12. ICT reserves the right to charge additional support fees for services performed in connection with reported incidents that are later determined to have been due to hardware or software not supplied by ICT. Notwithstanding the foregoing, ICT has no obligation to perform support services in connection with issues resulting from hardware or software not supplied by ICT.
13. Integration with third party software or hardware.

SOFTWARE MODIFICATIONS

14. Any modifications that You make to the Software, or database structure, including any modifications to any third party licensed software included with or embedded in the Software, will render any Maintenance or Warranty obligations contained in this Agreement null and void. ICT will not be liable, in any respect, for any such modifications or any errors, losses or damage resulting from such modifications. ICT has no other responsibilities with respect to Maintenance other than those specified in this Section and will not be responsible for maintaining other than the most current, unaltered release of the Software.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

15. NO WARRANTIES: ICT does not and cannot warrant the performance or results obtained by You in using the software, that the software will meet your requirements, or that the operation of the software will be uninterrupted or error free. The software is licensed "as is" and the maintenance services provided hereunder shall be performed in a workmanlike manner. ICT expressly disclaims any and all other warranties with respect to the software and services, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.
16. Limitation of liability. In no event will ICT be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover or other indirect, special, incidental or consequential damages arising out of the delivery of maintenance services or any delay in delivery of the maintenance services. ICT's maximum aggregate liability (whether in contract or in tort or under any other form of liability) for damages or loss, howsoever arising or caused, shall in no event exceed the amount actually paid by you for the relevant services giving rise to the liability.

GENERAL

17. Delivery of any Software Maintenance service to You by ICT is subject to conditions beyond the control of ICT or its Partners, including but not limited to, Acts of God, acts of any public enemy, fire, flood, epidemic or quarantine restrictions, strikes, riots or civil commotion, freight or other embargoes, weather conditions or any failures by ICT's subcontractors or suppliers.
18. You may not sub-license, sell, rent, lend or lease any portion of the Covered Software.
19. You may cancel maintenance by giving notice at least 30 days notice in advance of the annual period renewal date. Cancellations will become effective on the renewal date. No credit will be given for partial Maintenance periods.
20. If You allow your Maintenance coverage to lapse, You may purchase telephone and/or email support for currently supported software versions on an as-needed basis. Telephone and/or email support is billed at $200 per hour, with a minimum charge of one hour. After the first hour, support is billed in 15-minute increments of $50.00 each. Software updates and access to the Support web site are not available without Maintenance.
21. Reinstatement of lapsed Maintenance is only available to a maximum of 3 months beyond expiration date, except at the sole discretion of ICT, and will require full payment of Maintenance fees that would have been due from the expiration of the last active Maintenance period through the reinstatement date, an additional 12 months in advance, plus a 20% administrative surcharge. This reinstatement policy applies if Maintenance has been cancelled or there is otherwise a lapse in Maintenance coverage, such as for non-payment of fees. Upon reinstatement, You will receive the latest version of the Covered Software.
22. ICT does not provide direct support for the installation of the updates. A licensed security professional with a current Protege System Integrator Certification MUST complete the installation. For a list of Integrators in your area, please contact your local ICT Distributor.
23. If You choose not to install the latest version of the Covered Software, ICT reserves the right to limit the scope of the Maintenance services provided.
24. This Agreement may be updated from time to time, and the current version will be available on the ICT website