The MAXON Service Agreement (MSA) is between the Customer or Company, and MAXON Computer Inc., 2640 Lavery Court, Suite A, Newbury Park, CA 91320.
Agreement Basis: If not otherwise stipulated in this Service Agreement, the terms and conditions of the End User License Agreement to which Customer has already agreed (by installing purchased software relating to the Serviced Products) apply. The term “Service Period” shall mean the time between the Invoice Date and Service Ends date (both stipulated in the agreement sent with the completed order).
Scope of Services: Within the scope of this Agreement, MAXON or a MAXON Partner will provide the following products and services to Customer during the Service Period:
- Publicly available upgrades and updates for the Serviced Products. These updates/upgrades may be provided via file transfer, download, or transmitted via shipment of a digital storage medium. The scope, frequency and delivery method of these upgrades/updates shall remain within the control and discretion of MAXON.
- One (1) free annual subscription to Cineversity (www.cineversity) per license under MSA.
- Technical assistance regarding use of the Serviced Products by means of phone or email. Technical Support can encompass:
- Providing general guidance on how to diagnose and correct use issues involving Serviced Products;
- Providing assistance relating to the use of features available within Serviced Products;
- Providing general advice on how to best approach a specific task by use of features available in Serviced Products;
- Supporting system administration activities specifically related to installing and running Serviced Products;
- To the extent reasonably possible, providing practical workarounds to issues that interfere with Customer’s enjoyable and/or productive use of Serviced Products.
- Third-party software, plug ins and/or other additions are not supported.
- Service is limited to the Customer’s computers that meet minimum system requirements of the Serviced Product in question.
- Special services or restrictions must be agreed upon in writing.
Customer’s Obligation to Cooperate:
- Customer is obligated to install the Serviced Products’, and updates/upgrades without delay and agrees to be totally responsible for any loss or injury related to inadequate or incorrect support being provided due to the most recent upgrade not being installed.
- Customer is obligated to cooperate with MAXON, or an authorized MAXON Partner, in all respects regarding the fulfillment of MAXON’s Scope of Services as described above. As appropriate, Customer will appoint persons authorized to contact MAXON, or an authorized MAXON Partner. Customer will supply such authorized persons with sufficient access to allow MAXON to provide the Scope of Services required by this agreement. Neither MAXON, nor any MAXON Partner, shall be required to verify the access requirements of such persons.
- MAXON shall not be responsible for its inability to provide products or services under this agreement to the extent that such products and services are interfered with by Customer’s internal firewall or any other security device or system that does not allow Customer’s computers to access upgrades/updates to any Serviced Product covered by this agreement
- If errors occur, Customer will provide a detailed description of the error and reasonably assist MAXON or respective MAXON Partner in finding the cause of the reported error, including the transmission of reports.
- All technical issues must be reported via the online Technical Support Form (available at www.maxon.net) or by calling the official tech support phone line (805-716-1313) during regular office hours.
- If Customer fails to adhere to the stipulated obligations stated above, MAXON’s obligation to provide the Scope of Services expressed in this agreement shall not be considered a material breach of this agreement no matter how severe the injury to Customer may be.
- Services provided pursuant to this agreement are not assignable without the written consent of MAXON.
Mutual Non-Disclosure Clause
For the purposes of this Agreement, ''Confidential Information'' means any technical, business, financial, contractual terms and conditions or other information or data furnished by one party to the other relating the provision of or the receipt of services pursuant to this agrement. The disclosing party hereby warrants that it has the right to disclose such information to the receiving party. The period of protection during which Confidential Information received pursuant to this Agreement shall be subject to an obligation of confidentiality and protection is five (5) years from the date of first receipt of the information.
The standard of care which each party shall be required to employ in protecting and handling Confidential Information received pursuant to this Agreement is the same degree of care which the recipient party employs to protect and safeguard its own Confidential Information of the kind, but not less than a reasonable degree of care. Confidential Information shall be used solely for the purposes of providing services or receiving services pursuant to this Agreement and shall not otherwise be used for the benefit of the recipient or others. Confidential Information shall be disclosed only to the employees of the recipient who have a ''need to know'' and who have executed an internal non-disclosure agreement.
The Confidential Information of a party shall not include and the foregoing obligations shall not apply to information or data which:
The disclosure of Confidential Information shall not be construed as granting either a license under any patent, patent application or any right of ownership in said Confidential Information. The receiving party acknowledges and agrees that in the event of a breach or threatened breach of any provision of this Agreement, the disclosing party shall have no adequate remedy at law and shall therefore be entitled to enforce any such provision by temporary or permanent injunctive or mandatory relief obtained in any court without the necessity of proving damages, posting any bond or other security, and without prejudice or diminution of any other rights or remedies which may be available at law or in equity. This Agreement shall be construed in accordance with the laws of the state of California excluding its conflict of law provisions.
- MAXON may transfer rights and obligations created pursuant to this Agreement, in whole or in part, to affiliated companies or to commission third parties as subcontractors to perform services on MAXON’s behalf (referred to above as a MAXON Partner).
- Modifications, amendments or supplemental agreements to this Agreement shall be in writing signed by all parties to this agreement.
- If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
- This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of California. Any and all proceedings relating to the subject matter hereof shall be maintained in the state or federal court inclusive of Ventura County California Each of the parties waives any objection to venue or in pesonum jurisdiction, provided that service is effective.