Support Agreement

Videon Support Agreement
VIDEON SUPPORT SERVICES TERMS AND CONDITIONS

These support terms and conditions (these “Support Terms“) apply to the selected Support Services you purchase from VIDEON CENTRAL, INC. (“Videon”, “Company”, or “We”) or that are provided in connection with a purchase of our hardware.  These Terms are subject to change without prior written notice at any time, in our sole discretion.  Your continued use of the Support Services after a posted change in these Support Terms will constitute your acceptance of and agreement to such changes.

These Support Terms are incorporated into and subject to your “Main Agreement.”  Your Main Agreement means, in the case of Videon hardware, our Terms and Conditions for the Sale of Goods and Services or, in the case of support, LiveEdge or other services, your Master Services Agreement.  Terms used herein that are defined in your Main Agreement hall have the meaning ascribed to them in your Main Agreement.  The term “Software” shall include software installed on Videon hardware and Application Services such as LiveEdge.

  1. REGISTRATION REQUIRED
  2. You must register to receive Support Services and must provide any information we require during the registration process.  You can register online at https://videonlabs.com/register
  3. SUPPORT LEVELS:

We offer two levels of Support Services which are defined below:

  1. BASIC SUPPORT (Support Term is One (1) year from date of purchase for US customers, two (2) years from date of purchase for EU customers.
  2. Support Requests can be submitted at https://support.videon-central.com/hc/en-us/requests/new
  3. Software Error corrections only.  “Error” means a failure of the Software to operate in conformance with the documentation which prevents the Software from functioning as Videon intended.  
  4. During the Support Term, Videon will provide you with all Maintenance Releases under the terms and conditions set forth in the Main Agreement. You do not have any right under or in connection with these Support Terms to receive any New Versions of any Software that we may, in our sole discretion, release from time to time.

Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the Software, including any updated documentation, that we may provide to you from time to time during the Term, which may contain, among other things, Error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software, but does not include any New Version.

New Version” means any new version of the Software that we may from time to time introduce and market generally as a distinct licensed product or as installed on new product releases.

  1. During the warranty period (as defined in your Main Agreement) we offer service/repairs solely through the Service Authorization (SA) process.  For Service Authorization, you should submit a request for service/repair via a Support Request in our Help Desk as described above detailing the issue and requesting an SA number. Once Videon has determined that a service/repair is warranted, we will contact you with instructions for shipping your unit to Videon. Units without a SA Number will not be accepted. Upon receipt of product we will either repair or replace with a new or refurbished unit at our discretion within 30 days.
  1. PREMIUM MAINTENANCE AND SUPPORT (Support Term as purchased: 1-3 years)
  2. Limited Warranty shall be extended during the Premium Maintenance and Support period and any subsequent extensions.
  3. Phone (during Videon’s normal business hours), email and Support Requests via the Help Desk with a 1 business day response time.
  4. Software Error Corrections and New Version.  
  5. During the Support Term, Videon will provide you with all Maintenance Releases under the terms and conditions set forth in the Main Agreement. 
  6. Access to beta or pre-release features at Videon’s discretion.
  7. During the warranty period (as defined in your Main Agreement and as may be extended by Premium Maintenance and Support) we offer advanced replacement which means we will ship a new or refurbished unit immediately using express shipping at our expense to you. You must return the old unit within 2 weeks of receiving the replacement. If  you fail to return the original product in that timeframe, Videon will charge you the then current MSRP for the new unit.
  8. Non- Support Consulting – As a courtesy to our customers, we often advise and help solve issues not directly related to our product. This help often involves helping you solve issues with your end to end video streaming workflow. Videon will provide you with up to the following hours of Non-Support Consulting:
  • 1 year Premium Maintenance and Support contract – none
  • 2 year Premium Maintenance and Support contract – 2 hours of Non Support Consulting 
  • 3 year Premium Maintenance and Support contract – 4 hours of Non Support Consulting
  • If support exceeds these amounts, we will charge $200 per hour or by separate consulting agreement.
  1. LIMITATIONS
  2. Errors. Videon has the sole right to determine, in its reasonable discretion: (1) what constitutes an Error; and (2) when an Error is deemed to be resolved.
  3. Response Time and Resolution. Videon will use commercially reasonable efforts to: (1) respond to a support request within the applicable response time provided Section 2 (if any); and (2) resolve an Error, but does not guarantee that it will be able to respond within that specific time period or that any Error will be partially or fully resolved.
  4. Effect of Customer Failure or Delay. Videon is not responsible or liable for any delay or failure of performance caused in whole or in part by any delay or failure by you to perform any of your obligations under the Main Agreement or these Support Terms in accordance with the respective terms and conditions of these agreements (each, a “Client Failure”).
  5. EXCEPTIONS. Videon has no obligation to provide Support Services relating to Errors that, in whole or in part, arise out of or result from any of the following (each a “Service Exception”):

A Software, or the media on which it is provided, that is modified or damaged by you or any third party;

B any operation or use of, or other activity relating to, the Software other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for your use in the Documentation, unless otherwise expressly permitted in writing by Videon;

C software or other products or services provided by third parties;

D any negligence, abuse, misapplication, or misuse of the Software other than by Videon, including your use of the Software other than as specified in the Documentation;

E any Client Failure, including your failure to promptly install any Maintenance Release that Videon has previously made available to you;

F the operation of, or access to, your or a third party’s system or network;

G any open source, beta software, software that Videon makes available for testing or demonstration purposes, temporary software modules, or software for which Videon does not receive a license fee;

H any breach of or noncompliance with any provision of these Support Terms or your Main Agreement by you or any of your representatives; or

I any Force Majeure Event (including abnormal physical or electrical stress).

  1. YOUR OBLIGATIONS.

A Notification. You shall promptly notify Videon of any Error and provide Videon with reasonable detail of the nature and circumstances of the Error.

B Compliance. You shall comply with all terms and conditions of this Agreement and the Main Agreement.

C Use. You shall use the Software solely in accordance with the terms and conditions set forth in the Main Agreement and the Documentation.

D Environment. You shall set up, maintain, and operate in good repair and in accordance with the Documentation all environmental conditions and components, including all networks, systems, and hardware, in or through which: (a) the Software operates; and/or (b) you access or use any of the Software.

E Access. In connection with the performance of the Support Services, you shall provide Videon personnel with all such cooperation and assistance as they may reasonably request, or otherwise may reasonably be required, to enable Videon to perform its obligations (including the provision of the Support Services), and exercise its rights, under and in accordance with the terms and conditions of these Terms of Support, including:

1 reasonable, uninterrupted access, both physical and virtual, to the Software and your premises, systems, networks, and facilities;

2 a safe working environment;

3 reasonable access to your appropriate personnel, including network, systems, operations, and applications personnel; and

4 all necessary authorizations and consents, whether from third parties or otherwise, in connection with any of the foregoing.

F Data Back-up. You agree to back up all data, files, and information prior to the performance of any Services and hereby assumes sole responsibility for any lost or altered data, files, or information.

  1. FEES

A Support must be purchased with the purchase of the product. Plans will auto renew for additional one year terms at the then current rate, unless you notify us in writing at least 60 days prior to expiration. 

B If you order an extension or subsequent support package, such package must be purchased prior to the expiration of the original support package. If you order a support package after the expiration date, We will prorate and charge you for the number of days between the expiration of the original plan, and the beginning of the new plan. 

  1. TERM and TERMINATION

A Term of Support.  The support term shall be as stated as purchased on executed quotation and auto renew every year.

B Support Gaps.  If you fail to renew support for any period of time and then choose to re-enroll in support (a “Support Gap”), Videon has the right to charge you a reinstatement fee equal to the support fees you would have paid during the period of the Support Gap.

C Termination.  A party may terminate these Support Terms immediately upon termination of the Main Agreement.  A party may terminate these Support Terms for cause (i) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such period; (ii) immediately upon written notice if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; or (iii) as otherwise provided herein.

D Effects of Termination.  Upon any expiration or termination of these Support Terms Videon shall cease providing Support Services to you.

  1. ASSIGNABILITY 

A These Support Terms are not Assignable by you without written consent from Videon.

May 17th, 2021