Revisions to this Agreement were made January 1, 2025 and are effective immediately.
Introduction
This Priority Support Services Addendum (“Addendum”) governs any Priority Support service purchased from Intellisoft Solutions, Inc. (“Developer” or “Intellisoft” ) for use with the licensed software (“Software”). This Addendum forms part of the applicable Software License Agreement / EULA. Capitalized terms not defined here have the meanings stated in the main Agreement.
1. Service Overview
Priority Support is an optional paid support enhancement that provides eligible customers with expedited handling of covered support requests compared to standard support offerings.
Priority Support is intended to improve support responsiveness and access to assistance. It is not an insurance policy, managed IT contract, outsourced administration service, or guarantee that all issues will be resolved.
2. Scope of Included Services
Unless otherwise stated in writing, Priority Support may include commercially reasonable assistance with the following:
- troubleshooting reproducible Software errors or malfunctions
- troubleshooting reproducible ecommerce connectivity related errors or malfunctions
- guidance regarding standard Software features and operation
- reasonable configuration assistance within documented capabilities
- remote diagnostic sessions when appropriate
- upgrade / patch guidance after business hours
- workflow suggestions related to standard use of the Software or ecommerce integration
All services are provided remotely unless separately agreed in writing.
3. Excluded Services
Priority Support does not include, unless separately quoted and accepted in writing:
- custom programming or feature development
- data entry or clerical work
- data correction, data reconstruction, or forensic recovery
- restoration of corrupted or deleted data
- hardware repair
- internet, firewall, router, Wi-Fi, or network issues
- operating system issues unrelated to the Software
- third-party software conflicts outside Developer’s reasonable control
- cybersecurity incidents, malware, ransomware, or compromised systems
- training services beyond reasonable support guidance
- on-site visits
- support for unsupported, obsolete, modified, or end-of-life environments
Excluded work may be declined, deferred, or offered under a separate paid services agreement.
4. Priority Handling / Response Targets
Priority Support requests receive higher queue priority than standard support requests. Typical response target times shall be within 4 business hours of Developer being notified of a support incident.
This response target refers only to the time for initial acknowledgment or first substantive contact and not final resolution.
Unless expressly stated in a written service plan:
- response times are goals only
- response times are measured during posted business hours only
- weekends, holidays, force majeure events, outages, and customer-caused delays are excluded
- no service level credits, penalties, or refunds apply for missed targets
Issue resolution times vary based on complexity, reproducibility, third-party dependencies, customer cooperation, and system conditions.
5. Support Hours and Access
Priority Support is generally available during Developer’s posted business hours listed on the official website or customer portal, as updated from time to time. Priority Support includes up to four after-hour support calls per year and extends regular business hours until 10pm EST Monday thru Friday as well as 10am to 4pm EST on Saturday.
Developer may modify staffing methods, communication channels, holiday schedules, and support processes in its discretion.
Support may be provided by email, ticketing system, phone, remote session, or other designated channels.
6. Customer Responsibilities
As a condition of receiving Priority Support, Customer shall:
- maintain current and verified backups of all data and systems
- implement reasonable security protections
- keep supported versions and environments reasonably current
- provide timely, accurate descriptions of issues
- cooperate in troubleshooting requests
- provide necessary credentials, sample data, logs, or remote access when needed
- designate authorized contacts for support requests
Developer is not responsible for delays caused by Customer inaction, incomplete information, unavailable personnel, or denied access.
7. Remote Access Authorization and Risk
If Customer requests or permits remote access, Customer authorizes Developer to access applicable systems solely for support purposes.
Customer acknowledges that technical changes, restarts, configuration edits, or operational interruptions may occur during troubleshooting. Customer remains responsible for backups, internal approvals, and business continuity planning.
To the maximum extent permitted by law, Developer is not liable for issues arising from pre-existing system conditions, hidden defects, malware, third-party interference, or Customer instructions.
8. Fair Use / Reasonable Use
Priority Support is intended for reasonable business use by the subscribing customer.
Developer may limit, schedule, defer, or require separate billing for requests that are excessive, repetitive, abusive, non-cooperative, outside scope, or disproportionate to the purchased plan.
9. Unsupported Environments
Developer may decline or limit support for environments that are outdated, materially altered, insecure, unstable, or no longer supported, including unsupported operating systems, databases, or third-party integrations.
Reasonable efforts may be offered without warranty.
10. Fees, Term; Renewal; Cancellation
Priority Support is sold as an annual service commitment and is separate from license fees. Unless otherwise agreed by Developer in writing, the initial term of Priority Support shall be twelve (12) months beginning on the applicable service start date (“Initial Term”). The Initial Term is non-cancellable. Any monthly payment option is offered solely as a billing convenience and does not create a month-to-month arrangement. Customer remains responsible for the full fees for the Initial Term, subject only to rights that cannot be waived under applicable law.
Upon expiration of the Initial Term, Priority Support shall automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) unless cancelled in accordance with this Section.
Customer may cancel any Renewal Term by providing written notice of cancellation within ninety (90) days after the applicable Renewal Term begins. If timely notice of cancellation is received within that ninety (90) day period, the Renewal Term shall terminate upon receipt of the cancellation notice. In such event, any unpaid future charges for that Renewal Term shall be waived, and Customer shall have no further payment obligation for the remainder of that Renewal Term. Amounts previously paid for service made available prior to the effective cancellation date are non-refundable, except as otherwise required by applicable law.
If Customer does not provide timely written notice of cancellation within the first ninety (90) days of the Renewal Term, Customer shall be deemed committed to that Renewal Term for the full annual term, and all associated fees for that Renewal Term shall become non-cancellable and fully due, even if billed in monthly installments.
Developer may modify Priority Support pricing, features, availability, response targets, or related terms for any future Renewal Term upon prior notice. Except as otherwise required by applicable law, all fees paid or payable for completed or active service periods are non-refundable.
11. Suspension or Termination
Developer may suspend or terminate Priority Support immediately for:
- nonpayment
- abusive or threatening conduct
- misuse of support channels
- security risk
- illegal activity
- material breach of the Agreement
- repeated out-of-scope demands
Termination of Priority Support does not automatically terminate the software license unless separately stated.
12. No Warranty
Priority Support is provided on an as-is and as-available basis. Developer does not warrant uninterrupted availability, error-free support, or that every issue can or will be corrected.
13. Limitation of Liability
To the maximum extent permitted by law, all warranty disclaimers, damage exclusions, liability caps, indemnity provisions, dispute procedures, and governing law terms in the main Agreement apply fully to this Addendum and all services provided under it.
Without limiting the foregoing, Developer shall not be liable for lost profits, downtime, lost data, business interruption, substitute services, or indirect, incidental, special, or consequential damages arising from support services.
14. Changes to this Addendum
Developer may revise this Addendum from time to time.
Updated terms apply prospectively to new purchases and renewal periods. Continued use or renewal of Priority Support after the effective date of revised terms constitutes acceptance of the updated Addendum.
15. Order of Precedence
If a direct conflict exists between this Addendum and the main License Agreement, this Addendum controls only with respect to Priority Support services. The main Agreement controls all other matters.
