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Maxis Digital Services Terms and Conditions – Solution Terms - Software

 

Version 1 September 2021 posted on 2 September 2021.

 

  1. Contract Structure
    1. Customer desires to obtain from Maxis, and Maxis desires to provide to Customer, certain software as may be agreed upon by Customer and Maxis from time to time as set out in a Registration Form and/or Solution Pack ("Software"). 
    2. The Base Terms together with these Solution Terms, the Solution Pack and the Registration Form entered into by the Parties together comprise the Agreement documenting the terms and conditions under which Customer agrees to purchase, and Maxis agrees to provide, such Software. 
  1. Delivery

Maxis will determine and communicate to Customer the expected delivery date for the Software (subject to Software availability). Maxis will use all commercially reasonable efforts to deliver Software in a timely manner. Maxis may elect to deliver Software and related license information by electronic transmission or via download which shall be deemed accepted by Customer.

  1. Installation

If Maxis is providing installation services with the Software purchase / subscription, the Solution Pack or Registration Form will specify the installation services applicable to the Software and describe Customer requirements (if any). The installation of any Software will be considered as part of Professional Services and will be governed under the terms and conditions of the Solution Terms for Professional Services. Maxis will conduct its standard installation and test procedures to confirm completion.

  1. Software Licence
    1. The third party licensor's software licence terms will govern Customer's use of Software ("License Terms").    
    2. In using the Software, Customer and its authorized users shall comply with the following restrictions:
      1. the number of persons assigned by Customer to use the Software shall not exceed the limit stipulated in the License Terms (if any) and/or the Solution Pack;
      2. Customer may not use the Software for any purpose other than as expressly authorized under the Agreement or License Terms;
      3. Customer may not authorize or permit any third party (save for Customer's authorized users) to use or access the Software without Maxis’ prior written consent; 
      4. Customer may not sublicense, assign, or otherwise transfer any of its rights in the Software to any third party; 
      5. Customer may not modify, correct, adapt, translate, enhance or otherwise prepare any derivative works of or improvements to the Software;
      6. Customer may not reverse engineer, disassemble, decompile, decode or adapt the Software or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; and
      7. Customer shall not make any copies of the Software unless otherwise permitted under the Solution Pack and/or the License Terms.
    3. In the event of any conflict or inconsistency between the restrictions set out in Clause 4(b) above and the License Terms, the latter shall prevail.
  1. Warranty
    1. Software is covered by limited warranty statements and coverage provided or made available by the relevant third party licensor.
    2. Unless otherwise specified in the Agreement or the warranty statements referenced in (a) above, Software warranty claims do not cover:
      1. improper use, site preparation or site conditions;
      2. defects caused by Customer's failure to meet minimum system requirements;
      3. modifications or improper system maintenance or calibration not performed or authorized by Maxis;
      4. malware not introduced by Maxis; 
      5. abuse, negligence, accident, fire or water damage, electrical disturbances, or other causes beyond the’ control of Maxis or the third party licensor;  
      6. use of the Software in a manner inconsistent with this Agreement and any instructions, manuals and/or specifications provided by the third party licensor; or
      7. use of Software in combination with other products not supplied by Maxis. 
    3. Customer shall deal directly with the third party licensor for any claim of faults or defect under warranty during the warranty period for the Software set out in the limited warranty statements. If Customer subscribes for managed services or support and maintenance for the Software in a Registration Form, Maxis will provide reasonable assistance to Customer in facilitating warranty claims against the third party licensor for faults or defects in the Software, excluding claims relating to security breach. If the third party licensor rejects any claim or is unwilling or unable to perform under the terms of the warranty, Customer agrees that Maxis shall not be liable. Further, Maxis shall not be liable to Customer for any security breach or incident caused by the third party licensor, and Customer shall deal directly with third party licensor for any claim for loss, faults or defect arising from such breach or incident. 
  1. Audit

Customer shall permit Maxis and/or the third party licensor (or their designees) to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with the Software, License Terms and Agreement, for the purposes of ensuring that Customer is complying with the License Terms and Agreement. Where the audit reveals any non-compliance with the terms of this Agreement by Customer, Customer agrees to indemnify Maxis for any and all claims, losses, liabilities, damages, penalty costs and expenses arising from the same. 

  1. Termination

Consequences of Termination or Expiry. Customer will promptly destroy all copies of Software (i) after either Party has terminated the Agreement; or (ii) unless the licence granted by the third party licensor is perpetual, upon expiry of the Agreement.