Terms of Use

PERFORCE SOFTWARE, INC.
SOFTWARE SUPPORT TERMS AND CONDITIONS

Perforce Software, Inc., a Delaware corporation ("Perforce") will provide the end user licensee (in any capacity referred to herein as "You," "Your," "Customer," or "Licensee"), the Software Support Services (as defined below) for its Software (as defined below) in accordance with the following terms and conditions (the "Terms and Conditions").

  1. A. Definitions. Capitalized terms used in the Terms and Conditions and not otherwise defined therein shall have the meanings set forth below.
    1. 1. "Documentation" shall mean the then-current printed and digital user manual(s), instructions, on- line help files and technical documentation for the Programs (including Releases) made available by Perforce.
    2. 2. "Program(s)" shall mean the machine-readable object code of the computer software program or programs described in one or more price quotes issued by Perforce to Customer, including any additional Releases of such programs as are made available by Perforce to Customer from time to time.
    3. 3. "Release" shall mean any version of a Program that is made commercially available by Perforce at or after the initial delivery of a Program, including any software provided for the purpose of improving the functions or performance of the Program, expanding the capability or ease of operation of the Program, or for the purpose of fixing errors in program logic, together with any related Documentation. Releases shall not include new or separate products or Programs that Perforce offers for an additional fee to its customers.
    4. 4. "Severity A Issue" shall mean a crash, data corruption, erroneous result, high-risk security vulnerability, or malfunction of the Program with no workaround or serious performance constraint.
    5. 5. "Software" shall mean, collectively, the Program and the Documentation.
    6. 6. "Term" shall mean the effective time period for which the Customer has purchased Software Support Services or Critical Care Support Services that are confirmed in the applicable price quote for such level(s) of services to be performed by Perforce.
  2. B. Software Support Services. In consideration of a fee (the "Software Support Services Fee(s)") per license of the Software paid by Customer and Customer's agreement to meet the responsibilities set forth below, Perforce shall provide the Customer the following support services (the "Software Support Services") during the Term:
    1. 1. Standard Technical Support.
      1. a. Perforce shall assist Customer in diagnosing errors and malfunctions that occur when the Program is used by Customer.
      2. b. Perforce shall provide support services to Customer to attempt to correct diagnosed errors and malfunctions.
      3. c. Unless otherwise agreed upon in writing between Perforce and Buyer, Perforce will provide standard technical support services by email or telephone. Standard technical support services are available during normal business hours as detailed on the Perforce website located at: https://www.perforce.com/support.
      4. d. Perforce will use commercially reasonable efforts to respond to requests from the Customer for standard technical support services:
        1. i. to accept/acknowledge the support request via email or phone within one business day of Perforce's receipt of request;
        2. ii. to promptly inform Customer of current known status of the problem and enter a Job Report in Perforce's tracking system when appropriate;
        3. iii. to provide a response within three business days detailing Perforce's analysis and/or assessment, including options and estimated time for resolution; and
        4. iv. for bona fide defects or problem reports, Perforce will attempt to develop a software fix or workaround in a timely fashion.
      5. e. Standard technical support also includes:
        1. i. Patches. Software patches are available for download from Perforce's website located at: https://www.perforce.com/downloads. The Customer can also be notified of any patches by email or RSS feed.
        2. ii. Knowledge Base. The Perforce Knowledge Base is a web-based repository for Perforce and general SCM topics. It is highly indexed and easily searched.
        3. iii. Perforce Workshop. The Workshop supports the Perforce community, and open source developers at large, in building and sharing tools using the Software.
        4. iv. Online Community. Customers can join the Perforce user community to seek advice and share opinions with other experienced Perforce Software users.
    2. 2. Standard Maintenance Support.
      1. a. Perforce will make each Release of the Software published during the term of the Customer's Software Support Services for which it has paid the Software Support Services Fee available to Customer for download. All such downloads must be initiated by Customer. Perforce shall make commercially reasonable efforts to provide Releases that implement corrections, and Perforce will assist Customer in using the Software in a way that can avoid diagnosed errors, malfunctions, and defects.
      2. b. Customer is not entitled to receive any new Software that Perforce does not deem to be a part of the Software package. For example, Customer is entitled to all updates and upgrades to the Software during the term of the Customer's Software Support Services for which it has paid the Software Support Services Fee, but should Perforce release another software package with related but different functionality under a different product name, Customer would not be entitled to such Software as an update or upgrade to their current Software package.
      3. c. Customer is entitled to download, at no additional cost, versions of the Program for any additional Platforms available from Perforce as listed in Perforce's published offering of products, provided that the aggregate configuration of users supported among all servers does not exceed the number of licenses as provided in Customer's license file.
      4. d. Perforce will provide patches for Severity A Issues for:
        1. i. Server Products. The latest server releases and earlier server products for two years after the Software's initial availability.
        2. ii. Desktop and Web Apps. Latest releases and earlier releases for one year after the Software's initial availability.
      5. e. End of Life Software Support. Buyer will also have the option of paying additional fees to extend Software Support Services for a specific Perforce server product release for up to two additional years or a specific Perforce desktop or web app for one additional year. For a list of the end of life terms for the Software, go to Perforce's website located at: https://www.perforce.com/maintenance-support.
    3. 3. Critical Care Support Services. In consideration of an additional fee (the "Critical Care Support Services Fee(s)") per license of the Software paid by Customer, in addition to the Software Support Services provided above, Perforce shall provide the Customer with the following services (the "Critical Care Support Services") during the Term:
      1. a. Perforce will provide Customer with a telephone response from a technical support engineer within 60 minutes of reporting a Critical Problem to Perforce by telephone at Perforce's designated Critical Care telephone number, which is provided to Customer upon receipt of the Critical Care Support Services Fee.
      2. b. A "Critical Problem" is defined as a condition where an entire group is prevented from performing critical tasks in the Perforce Helix Versioning Engine by the failure of Perforce Helix Versioning Engine to perform as specified in the Perforce Helix Versioning Engine's Documentation. The following symptoms are examples of a Critical Problem: (i) the failure of Perforce Helix Versioning Engine following a server upgrade; or (ii) denial of access to the server where the Perforce Helix Versioning Engine resides.
  3. C. Exclusions from Software Support Services and Critical Care Support Services. Perforce has no obligations to: (a) provide Software Support Services, or Critical Care Support Services where hardware, tools, or software other than those supplied by or approved by Perforce have been incorporated into the Software; (b) provide Support for Software damaged by, or caused by, Customer; (c) import or export customer data, create or modify custom business rules or reports, or support custom modifications of the Software; or (d) provide Software Support Services, or Critical Care Support Services, for problems that cannot be reproduced in running the Software in a configuration meeting published Perforce specifications.
  4. D. Obligations and Acknowledgments of Customer.
    1. 1. Customer agrees to these Terms and Conditions as part of one or more licenses for Perforce's Software, or other agreements relating to the Software, by and between Perforce and the Customer.
    2. 2. Customer will promptly report problems or bugs with the Software to Perforce.
    3. 3. Perforce may request that Customer take certain actions to determine whether the Customer's issue, error, or problem is related to the Software, or to another item in the Customer's environment.
    4. 4. Customer agrees to reasonably cooperate with the support representatives from Perforce.
    5. 5. Customer must keep adequate backup copies of its data and databases, and agrees that Customer is solely responsible for any and all restoration and reconstruction of lost or altered files or data that occurred prior to, or may occur during, the support process.
    6. 6. Customer agrees that Perforce may collect and use technical information and statistics regarding Customer's use of the Software during the provision of Software Support Services and Critical Care Services. Such information, used in an aggregated and de-identified format, will be used for internal diagnostic purposes and to help Perforce improve its Software and Software Support Services and Critical Care Services.
  5. E. Termination. Perforce reserves the right to immediately terminate the Software Support Services and the Critical Care Support Services, without any further obligation to Customer, if Customer tampers with or modifies the Software without the express written authorization of Perforce in its sole discretion, or if Customer uses the Software in violation of any applicable agreement between Customer and Perforce or these Terms and Conditions.
  6. F. Warranty. Perforce warrants that it will perform the Software Support Services and the Critical Care Support Services, as applicable, in a professional and workmanlike manner in accordance with the specifications set forth in herein. Perforce's sole liability, and Customer's exclusive remedy, for any breach of the under the warranty set forth in this Section F is limited to Perforce re-performing the non-conforming the Software Support Services or the Critical Care Support Services, as applicable, so as to make the non-conforming support services conforming.
  7. G. Disclaimer of Additional Warranties. WITH THE EXCEPTION OF THE WARRANTIES SET FORTH IN SECTION F, PERFORCE HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND CONFORMITY TO ANY REPRESENTATION, SKILL, AND CARE. PERFORCE DOES NOT MAKE ANY WARRANTY OR GUARANTEE THAT THE SOFTWARE SUPPORT SERVICES AND THE CRITICAL CARE SUPPORT SERVICES WILL BE FREE FROM ERRORS OR DEFECTS OR THAT THE SOFTWARE OR THAT THE SOFTWARE SUPPORT SERVICES AND THE CRITICAL CARE SUPPORT SERVICES WILL PROTECT CUSTOMER AGAINST ALL POSSIBLE THREATS.
  8. H. Limitation of Liability. PERFORCE WILL NOT BE LIABLE TO CUSTOMER WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (OTHER THAN ANY PUNITIVE DAMAGES PAID OR PAYABLE TO A THIRD PARTY), INCLUDING, WITHOUT LIMITATION, CLAIMS FOR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, FILES, OR PROGRAMS OR COSTS OF RECOVERING SUCH INFORMATION, EVEN IF PERFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PERFORCE WILL NOT BE LIABLE FOR ANY AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE SOFTWARE SUPPORT FEES AND THE CRITICAL CARE FEES PAID, OR DEEMED TO HAVE BEEN PAID, BY CUSTOMER TO PERFORCE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
  9. I. General.
    1. 1. Recording. In providing the Software Support Services and the Critical Care Support Services, Perforce may record the telephone calls for quality assurance and training purposes in compliance with all applicable laws.
    2. 2. Assignment. The provision of the Software Support Services and the Critical Care Support Services are not assignable by Customer without the prior written consent of Perforce. Any attempt to assign by Customer without consent will be void and of no effect. Perforce may subcontract the provision of the Software Support Services and the Critical Care Support Services to a third party.
    3. 3. Applicable Law. This Agreement shall be governed by the laws of the State of Minnesota without giving effect to any choice of law or conflict provision or rule (whether of the State of Minnesota or of any other jurisdiction) that would cause the laws of any other jurisdiction to be applied.