DEFINITIONS

"Registered Software" means specific software packages consisting of computer programs distributed by NETcellent System, Inc. used on a specific Computer System which displays a specific End User’s company name and address, on a copyright and screen, that displays upon initial accessing of the software.

"Supported Software" means the registered software registered to the end user in the current version.

"Burst Pack" shall mean the sealed envelope containing NETcellent Software with the License Agreement printed on the face side, which must be unsealed by the End User for use.

"Telephone Service" shall mean phone technical assistance during NETcellent System, Inc.’s normal business hours (Pacific Standard Time, Monday through Friday) as provided by NETcellent System, Inc.

"Version" shall mean an evolutionary level of the Registered Software typically revised as a result of a database change, new operating system, or changes in the programming language.

"Release" shall mean enhancements and/or corrections to the current Version of NETcellent Software.

"Verified Programming Error" (VPE) shall consist of a programming error which can be recreated by NETcellent System, Inc. at NETcellent System, Inc.’s site in the current Version.

"Standard Software" shall mean any and all Software provided by NETcellent System, Inc. in a unopened Burst Pack and does not include Enhancement Directory products or Modified Software unless otherwise specified.

FEES AND PAYMENTS

Subscriber shall pay NETcellent System, Inc. a non-refundable fee as Invoiced by NETcellent System, Inc. for this Support Subscription Service which is due and payable in United States Dollars upon Subscriber’s execution and renewal of this agreement. For this fee, NETcellent System, Inc. shall furnish Subscriber with the Support Services described herein.

NETcellent System, Inc. shall have the right to revise any and all fee(s) without any prior written notice.

In addition to any other sums payable hereunder, Subscriber shall pay any and all taxes arising from or based upon fees and associated media, shipping and handling and documentation furnished for Subscriber’s use including tax tariff, duty, property tax or assessment (but excluding taxes on NETcellent System, Inc’s net income) and related interest and penalties, if any, imposed by government authority at any time.

SUPPORT SERVICES

NETcellent System, Inc. shall provide to Subscriber enhancements, corrections and problem diagnosis support for the supported software in the following services:

• Updates on Website or BBS to provide enhancements and Verified Programming Error (VPE) corrections. Installation will be the responsibility of the Subscriber.
• Apparent programming errors in the Software may be reported using Telephone Service. NETcellent System, Inc. will attempt to identify a VPE and Respond within five (5) business days.
• If NETcellent System, Inc. cannot verify an alleged error, the Subscriber may submit written documentation and data to assist NETcellent System, Inc. in identifying a VPE. NETcellent System, Inc. will respond within five (5) business days upon receipt of these materials and NETcellent System, Inc. will provide all reasonable services to correct the VPE.
• NETcellent System, Inc. shall provide to Subscriber software application support to answer questions on implementation and operation of NETcellent Software. These questions will be answered to the best of NETcellent System, Inc.’s ability. NETcellent System, Inc. will not provide consultation or recommendation on setting up Subscribers system, or business processes under this Agreement.
• NETcellent System, Inc. can provide on-site consultation and application support under a separate agreement.
• NETcellent System, Inc. may from time to time, make available to Subscriber upgrades to the Registered Software whereby Subscriber may obtain the media free of charge.

SERVICE LIMITATIONS

Support Subscription Service does not include support requested outside of normal business hours.

Subscriber understands that support services defined herein are for the current Version as it exists without contamination or Subscriber alteration.

Subscriber understands and accepts the risk that failure to implement changes as provided on the Website or BBS may render it impossible to implement changes subsequently furnished by NETcellent System, Inc.

Failure by Subscriber when requested by NETcellent System, Inc. to supply NETcellent System, Inc. in writing or on machine readable media, with data and/or input necessary to recreate any alleged programming error shall relieve NETcellent System, Inc. of its obligation to correct that programming error.

Should Subscriber be in breach of this, or any agreement with NETcellent System, Inc., including but not limited to, past due accounts, acknowledges that NETcellent System, Inc. shall at its discretion, suspend or terminate services under this or other similar agreements for the duration of the incurred breach.

LIMITATION OF LIABILITY

NETcellent System, Inc. grants no warranties, express or implied, including without limitation implied warranties of merchantability or fitness for a particular purpose on any service rendered hereunder.

Under no condition shall NETcellent System, Inc. be liable for damages, including, but not limited to, special, or consequential damages occurring out of or in connection with the support subscription service, registered software, or documentation hereunder.

TERMS AND TERMINATION

The terms of this Agreement shall commence on the date of this agreement as specified on the face side hereof, and shall extend until terminated by Subscriber or NETcellent.

NETcellent System, Inc. may terminate all rights to renew or extend the terms of this Agreement by notifying Subscriber forty-five (45) days prior to the Anniversary Date of this Agreement. In the event Subscriber has paid to NETcellent System, Inc. the support fee for an extended term prior to receiving notification that NETcellent System, Inc. has terminated Subscriber’s right to extend NETcellent System, Inc. shall refund said Annual Fee for that extended term.

GENERAL

Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties hereto. No modification, addition to or waiver of any rights, obligation or default shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any rights, obligation, or default shall not be construed as a waiver of any subsequent rights, obligation or default.

NETcellent System, Inc. shall not be liable for delays in any of its performance hereunder due to causes beyond its reasonable control.

This Agreement shall be governed by the laws of the State of California and shall be deemed to have been entered into on the date accepted by NETcellent System, Inc. All questions concerning the validity and provisions, or any of the rights or obligations of the parties hereto shall be instituted and prosecuted in Los Angeles County in accordance with the laws of the State of California.

If any terms, provisions, covenants, or conditions of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

If you would like to receive an e-mail notification when there are new updates, click HERE!