- Termination. Each party shall have the right to terminate the Agreement as follows:
(a) Either party shall have the right to terminate the Agreement upon a material breach by the other party not cured within twenty (20) days, such cure period to commence upon the breaching party’s receipt of written notice from the non-breaching party setting forth an alleged event of material breach.
(b) Company shall have the right to terminate this Agreement for convenience at any time by providing written notice to Partner. Company shall be responsible for amounts owed for services Accepted by it through the date of termination.
- Fees and Payment Terms. Client shall pay Company for the Product it purchases as detailed in each Order Form entered into between the parties (the “Fees”). Except as otherwise agreed to in an Order Form, Company reserves the right to increase its fees and rates for the Product upon the completion of the Initial Term and any subsequent Renewal Term. Any undisputed amount past due more than thirty (30) days, shall earn interest on the overdue balance at the rate of one-half percent (1.5%) per month or the maximum permitted by law, whichever is less, plus all expenses of collection.
MASTER AGREEMENT
This master agreement (the “Agreement”) is entered into between Customer Aligned Logistics, LLC, a Washington limited liability company, located at 24101 Miller Rd, Stanwood, WA, 98292-9539, (the “Company”) and the Client listed on a duly executed Order Form as defined below (“Client”), on the date initial payment is received (“Effective Date”). The parties agree as follows:
- Order Forms. During the Term of the Agreement, defined below, Company and Client may enter into order forms (each, an “Order Form”) for the purchase of software licenses and professional services (collectively, the “Product”). Each Order Form is expressly subject to and incorporated into this Master Agreement and together they are collectively referred to as the “Agreement”. Company objects to and rejects all additions, exceptions, or changes to the Agreement, whether contained in any purchase order, request for proposal (“RFP”), request for quote (“RFQ”), or other form received from Client or elsewhere. The inclusion of a purchase order, RFP, RFQ, or other Client number on any Order Form or a Company invoice is for reference purposes only and is not an acceptance by Company of any terms or conditions contained therein or elsewhere.
- Suspension. Non-payment or late payment of undisputed fees is a material breach of this Agreement, and shall entitle Company, in its sole discretion, to (i) withhold performance and discontinue service until all amounts due are paid in full; or (ii) terminate this Agreement with immediate effect by providing Client with written notice. Company reserves the right, in its sole discretion, to withhold performance and discontinue service upon detection of potential illegal use by Client, or for law enforcement actions.
- Taxes. The fees payable under the Agreement shall not include local, state or federal sales, use, value-added, excise or personal property or other similar taxes or duties now in force or enacted in the future imposed on the transaction and/or the delivery of the Product, all of which Client shall be responsible for and pay in full except those taxes based on the net income of Company. If Client claims tax exempt status, certificate of such status should be submitted to Company prior to execution of an Order Form.
- Effect of Termination. Upon termination Company shall discontinue provision of services. Termination will not relieve Client of the obligation to pay any fees due or payable to Company prior to the effective date of termination, including annual fees, implementation fees, training fees, subscription fees, or any other fees or payments that Client has committed to under the Agreement.
- Transition Services. Absent breach of the Agreement, Company shall return the Client Data (defined below) within 90 days of termination of this Agreement in csv format. At the request of Client, for up to ninety (90) days after termination of this Agreement, Company agrees to provide Client with support and transition services at its then-current rates. The provisions of this Agreement will remain in effect for the agreed upon transition assistance period and will apply to all transition assistance services provided by Company during such period.
- Client Cooperation. Client acknowledges that its timely provision of appropriate personnel, equipment, assistance, cooperation, and complete and accurate information and data from its officers, agents, and employees, and suitably configured computer products are essential to Company’s performance under this Agreement. Company shall not be liable for any deficiency in its performance if such deficiency results from Client’s failure to provide full cooperation. Client agrees that it is responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, software and other materials at its own location necessary for its use of the Product.
- Modifications. Company may from time to time develop enhancements, updates, improvements, modifications, extensions and other changes to the Product (“Modifications”). Company has the right to implement such Modifications in its sole discretion at any time provided that such Modifications do not have a material adverse effect on the functionality or performance of the Product.
- Professional Services. Any professional services provided by Company detailed herein shall be performed: (a) in a diligent, professional and workmanlike manner in accordance with best applicable industry practices; (b) in accordance with this Order Form; (c) by experienced and qualified personnel with the proper expertise, skills, training; and (d) in accordance with all applicable laws and regulations. No duties or responsibilities are assumed by Company other than those specifically set forth in this Order Form.
- Security. Company maintains commercially reasonable security measures to prevent unauthorized access to all data, computer hardware and other equipment and/or software used by Company to provide the Proucts under which Company documents, implements and maintains the physical, administrative, and technical safeguards necessary to: (a) comply with applicable law; and (b) protect the confidentiality, integrity, and availability, of all data and information controlled by it. Company shall maintain written security management policies and procedures to identify, prevent, detect, contain, and correct violations of measures taken to protect the confidentiality, integrity, and availability, of all data and information controlled by it. Client shall be solely responsible for the security of Client’s own internal information technology and physical office space operating environments. Client shall immediately notify Company of any other breach of security in its use of the Deliverables or in its own systems and environments.
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- Functionality. The functionality, operation and scope of all of the Products shall conform to the then current Company-issued documentation respecting each Products.
- Feedback. Client, from time to time, may submit comments, information, questions, data, ideas, description of processes, or other information provided to Company in its use of the Product (“Feedback”). For any and all Feedback, Client grants to Company a non-exclusive, worldwide, perpetual, irrevocable license to use, exploit, reproduce, incorporate, distribute, disclose, and sublicense any Feedback in its products and services. Client represents that it holds all intellectual or proprietary rights necessary to grant to Company such license, and that the Feedback will not violate the personal, proprietary or intellectual property rights of any third party.
- Compliance with Laws. Each party shall comply with all applicable laws and government regulations in its performance under this Agreement.
- Publicity Rights. In the event Client purchases white labeling of the Product or any brand attribution or linking within the Product, Client grants Company a limited, nonexclusive, non-transferrable, royalty free right to display its name, logo and trademarks in such Product during the Term, in the manner expressly agreed to between the parties.
- Confidentiality. Except as expressly permitted in this section, neither party will, without the prior written consent of the other party, disclose any Confidential Information of the other party to any third party. Information will be considered Confidential Information of a party if either (i) it is disclosed by a party to the other party in tangible form and is conspicuously marked “Confidential”, “Proprietary” or the like; (ii) it is disclosed by a party to the other party in non-tangible form and is identified as confidential at the time of disclosure; (iii) it is disclosed under circumstances in which a reasonable person would consider the information confidential or proprietary; (iv) its proprietary nature is apparent from the context, contents, or nature of the information disclosed; or (v) it contains the disclosing party’s customer lists, customer information, technical information, pricing information, pricing methodologies, or information regarding the disclosing party’s business planning or business operations. In addition, notwithstanding anything in this Agreement to the contrary, the terms of this Agreement will be deemed Confidential Information of Company. Other than the terms and conditions of this Agreement, information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information. Each party will secure and protect the Confidential Information of the other party (including, without limitation, the terms of this Agreement) in a manner consistent with the steps taken to protect its own trade secrets and confidential information, but not less than a reasonable degree of care. Each party may disclose the other party’s Confidential Information where (i) the disclosure is required by applicable law or regulation or by an order of a court or other governmental body having jurisdiction after giving reasonable notice to the other party with adequate time for such other party to seek a protective order; (ii) if in the opinion of counsel for such party, disclosure is advisable under any applicable securities laws regarding public disclosure of business information; or (iii) the disclosure is reasonably necessary and is to that party or its affiliates’, employees, officers, directors, attorneys, accountants and other advisors, or the disclosure is otherwise necessary for a party to exercise its rights and perform its obligations under this Agreement, so long as in all cases the disclosure is no broader than necessary and the person or entity who receives the disclosure agrees prior to receiving the disclosure to keep the information confidential. Each party is responsible for ensuring that any Confidential Information of the other party that the first party discloses pursuant to this Section 8 (other than disclosures pursuant to clauses (i) and (ii) above that cannot be kept confidential by the first party) is kept confidential by the person receiving the disclosure. The parties agree that each party shall remain the exclusive owner of its own respective Confidential Information disclosed hereunder and all patent, copyright, trade secret, trademark and other intellectual property rights therein. Each party shall, upon the request of the other party, return all tangible or intangible manifestations of Confidential Information received pursuant to this Agreement (and all copies and reproductions thereof), provided the other party may retain one copy in a secure location for the purpose of evidencing compliance with this Agreement.
- Indemnity. Client shall defend, indemnify and hold harmless Company, its subsidiaries, affiliates, officers, directors, agents, employees and assigns, from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) suffered or incurred by them in connection with a third party claim arising out of: (i) Client’s breach of this Agreement; (ii) Client’s use of the Product; (iii) Client’s failure to comply with laws, rules, regulations or professional standards, (iv) any third party’s use or consumption of Client’s goods.
- Mechanics of Indemnity. The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (ii) granting control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
- LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, COMPANY AND ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, MANAGERS, EMPLOYEES OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE TO CLIENT, AUTHORIZED USERS OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING ATTORNEYS’ FEES OR LOST PROFITS) THAT RESULT FROM OR ARE RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, DELAY OR INTERRUPTION IN OPERATION OR TRANSMISSION COMMUNICATION FAILURE, LOSS OF CONNECTIVITY, NETWORK OR SYSTEM OUTAGE INTERRUPTION, UNAVAILABILITY OF OR OPERATION IN COMBINATION WITH A THIRD PARTY NETWORK OR SYSTEM AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, EVEN IF COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, COMPANY’S AGGREGATE LIABILITY TO CLIENT FOR DAMAGES, COSTS, AND EXPENSES SHALL NOT EXCEED THE MONTHLY SUBSCRIPTION AMOUNT RECEIVED BY COMPANY FROM CLIENT IN THE ONE MONTH PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES. The provisions of this Section allocate the risks under this Agreement between Company and Client. The parties agree that the limitations of liability set forth in this Section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the fees have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
- Third Party Shipping. The Product enables Client to connect with and utilize third party shipping and forwarding companies for fulfillment of the sales of Client’s goods (“Carriers”). Company is not liable for the acts or omissions of such Carriers for any losses suffered by Client. Client is solely responsible for managing the risk of loss of its goods while in transit, including the terms under which it ships its goods with Carriers, and insuring its goods while in transit with the Carriers.
- Third Party Payment Processing. The Product enables Client to utilize a third-party payment processor within the Product to collect payment for its goods and issue refunds as applicable under Client’s own policies. Use of such third-party payment processor is expressly under the terms of the agreement entered into by Client with such payment processor. Company is not a party to any such agreement, and shall have no liability whatsoever respecting any losses, disputes, or the like between Client and any third-party payment processors.
- Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
- Waiver. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
- Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be deemed omitted and the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
- Notices. All notices, approvals or waivers required to be given under the terms of this Agreement (other than routine operational communications), shall be in writing, and if to Client shall be sent to the Client’s address that appears on an applicable Order Form, and if sent to Company, shall be sent to: Customer Aligned Logistics, LLC, 24101 Miller Rd., Stanwood, WA 98292-9539, USA. All notices, approvals or waivers shall be sent via one of the following methods, and shall be deemed to have been received: (i) on the day given delivered by hand (securing a receipt or signed declaration evidencing such delivery); or (ii) on the second day after such notice is sent by a nationally recognized overnight or two (2) day air courier service, full delivery cost paid; or (iii) on the third day after such notice was mailed, registered mail, prepaid, return receipt requested.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to the choice of law provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any contract dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Snohomish County, Washington, pursuant to RCW 7.04 et.al. by one (1) arbitrator appointed by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award punitive or exemplary damages against any party. In the event that any arbitration, action or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. Notwithstanding the foregoing, nothing herein shall preclude either party from seeking injunctive relief in any state or federal court of competent jurisdiction without first complying with the arbitration provisions of this Section.
- Survival. Company and Client’s respective obligations hereunder which by their nature would continue beyond the termination or expiration of this Agreement shall survive.
- Assignment. This Agreement shall be binding upon the parties’ respective successors and permitted assigns. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign its rights and obligations without consent to a successor or a party which has purchased all or substantially all of its relevant assets or business.
- Force Majeure. Neither party will be liable to the other for failure to meet its obligations under this Agreement where such failure is caused by events beyond its reasonable control such as pandemic, fire, failure of communications networks, riots, civil disturbances, embargos, storms, acts of terrorism, pestilence, war, floods, tsunamis, earthquakes or other acts of God.
- Entire Agreement. This Agreement, including all additional policies and documentation appearing herein via website hyperlinks, and any subsequent document duly executed by both parties which terms is expressly incorporated by reference into this Agreement, constitutes the entire agreement between the parties. This Agreement supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, and there are no warranties, representations and/or agreements among the parties in conjunction with the subject matter hereof except as set forth in this Agreement.
- Electronic Signatures. The parties acknowledge that a signature in electronic form has the same legal effect and validity as a handwritten signature.
SOFTWARE TERMS AND CONDITIONS
- License Grant. Company hereby grants to Client a non-transferable, non-exclusive, revocable, limited, right and license during the Term of the Agreement, to allow its Authorized Users (as defined below) to access and use, over public and private networks, the Company provided software modules purchased by Client (the “Software”) in an applicable Order Form, strictly for its internal business purposes. Company owns and retains all right, title and interest in and to the Software. The Software is provided to Client for use only as expressly set forth in this Agreement, and Client will not use the Software in whole or in part for any other use or purpose whatsoever.
- Restrictions. Client shall not, and shall not permit or enable any third party to:
(i) copy, modify, decompile, disable, impair, destroy, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means, or disclose any of the foregoing;
(ii) except as expressly set forth in this Agreement, provide, host, rent, lease, lend, or use the Software for timesharing, subscription, or similar purposes;
(iii) sublicense, resell, transfer or assign the Software or any of the rights or licenses granted under this Agreement;
(iv) use any data mining or similar data gathering and extraction methods in connection with the Software;
(v) use the Application Services for storage, possession, or transmission of any information, the possession, creation or transmission of which violates any state, local or federal law, including without limitation, those laws regarding stolen materials, obscene materials or child pornography;
(vi) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
(vii) upload, transmit, store, or make available any content or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Software;
(viii) transmit content over the Software that infringes upon or misappropriates the Intellectual Property Rights or privacy rights of any third party (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights);
(ix) enable or allow others to use the Services or Software using its account information;
(x) access or attempt to access the Services or Software by any means other than the interface Company provides or authorizes; or
(xi) circumvent any access or use restrictions put into place to prevent certain uses of the Software.
- License to Client Data. Client hereby grants Company a non-exclusive, non-transferable, royalty-free, worldwide right to use the electronic data of Client, its customers, and its users, that is submitted by or imported by Client into the Software in connection with Clients use of the Software (collectively, “Client Data“) solely and only as necessary for the limited purpose of the Software performing the services. Client shall own and retain all right, title and interest in and to the Client Data.
- Use of Client Data. Client shall not publicly share or publish reports or analysis on the Product or any resulting data, or usage of the Product, absent advance, express written consent of Company.
- IP Infringement Indemnity. Company shall defend, indemnify and hold harmless Client, its subsidiaries, affiliates, officers, directors, agents, employees and assigns, from and against any and all Losses suffered or incurred by them in connection with a third party claim arising out of any actual or threatened claim that the Application Services infringes upon or misappropriate any copyright, patent, trademark, trade secret, or other proprietary or other rights of any third party. Company shall have no obligation to indemnify Client to the extent the alleged infringement arises out of (i) the use of the Application Services in combination with other data products, processes or materials not provided by Company and such infringement would not have occurred but for Client’s combination; or (ii) any Client content. Should the Application Services as used by Client become, or in Company’s opinion be likely to become, the subject of an infringement claim, Company shall at its option and sole expense either: (i) procure for Client the right to continue to use the Software as contemplated hereunder, or (ii) modify the Software to eliminate any such claim that might result from its use hereunder or (iii) replace the Software with an equally suitable, compatible and functionally equivalent non-infringing Software at no additional charge to Client. If none of these options is reasonably available to Company, then this Agreement may be terminated at the option of either party hereto without further obligation or liability on the part of either party hereto except that Company agrees to promptly refund to Client the pro-rata portion of any unused fees prepaid by Client.
- Limitation. Company assumes no liability, and shall have no liability, for any infringement claim based on (i) Client’s access to and/or use of the Software following notice of an Infringement Claim; (ii) any modification of the Software by Client or at its direction; (iii) Client’s combination of the Software with third party programs, services, data, hardware, or other materials; or (iv) any trademark or copyright infringement involving any marking or branding not applied by Company or involving any marking or branding applied at Client’s request.
- Open Source Software. Certain items of Software may be provided to Client subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Company makes such Open Source Software, and Company’s modifications to that Open Source Software, available by written request at the notice address specified on the Order Form.
- License to Analytical Data. Client agrees that Company will have the right to collect and use anonymized and aggregated data and related information, including, but not limited to, information about devices, systems, related software, services, or peripherals generated by and associated with Client’s use of the Software (“Analytical Data”). Analytical Data may be used for purposes of facilitating the provision of product development, improvement, software updates, license authentication, support, reporting, analytics and other business purposes
- WARRANTY. COMPANY WARRANTS THAT THE SOFTWARE WILL MATERIALLY CONFORM TO ITS THEN CURRENT FUNCTIONALITY DESCRIPTIONS.
- DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN SECTION 14 ABOVE, COMPANY MAKES NO WARRANTIES REGARDING THE SOFTWARE, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, COMPATIBILITY, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, AND ANY CONDITIONS OF QUALITY, AVAILABILITY, RELIABILITY, BUGS OR ERRORS. COMPANY DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS AND ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. COMPANY DOES NOT PROVIDE ANY WARRANTIES REGARDING THE ACCURACY OF DATA OR INFORMATION PROVIDED BY THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY IF CLIENT IS LOCATED IN SUCH A JURISDICTION.
SUPPORT SERVICES TERMS AND CONDITIONS
- Support Services. In support of its use of the Software purchased by it, Client shall receive technical support for product related questions in accordance with Company’s then-current technical support policies. Company’s support information is available at [CAL LINK], as may be amended and updated by Company from time to time in its sole discretion. Upon Client’s request, Company may provide additional technical support at Company’s then-current hourly rates, subject to the execution of an additional Order Form. Company shall not be responsible for general support relating to Client’s use of software or hardware provided by any entity other than Company or its affiliates. Such exclusions shall include operating systems, PC hardware, office applications, web browsers, Client-specific authentication mechanisms, Client’s network, or any other hardware or software that Company does not control.
- Support Availability. Company provides technical support to Client having trouble with their account via email and phone (the “Support” services). Many self-service resources and user guides are also available at calcanhelp.com/support and email support is available at support@calcanhelp.com. Company encourages all of Client’s Authorized Users to first visit this link when having any trouble using the Software.
- Support Hours. Support is available from Monday to Friday, 7 am – 7 pm, Pacific Standard Time (USA). Support is unavailable during the weekend, during public bank holidays in the respective territories, and during all holidays observed by Company.
Support Duration. Company provides Support for the duration of the Term of the Agreement.