Note: these support terms apply only to customers with valid support contracts.
Capitalized terms have the meaning set forth in Section 4 below.
- Support Services
- Compiere provides the Support Services at the level of support selected in the Support Agreement for the Authorized Users. If the number of Users exceeds the number of Authorized Users, Customer must promptly provide a written report to Compiere of the number of actual Users who are not Authorized Users and immediately shall purchase such additional Support Services so that Customer has paid the relevant fee so that all Users are Authorized Users. Customer shall be responsible for any act or omission of Customer's Authorized Users and their compliance with all of the terms of the Support Agreement. Any action or breach of the terms of the Support Agreement by any of Customer's Authorized Users shall be deemed an action or breach by Customer.
- Support Services will be provided to Customer's Authorized Users only on unmodified versions of the Software. Each Compiere Subscription Agreement and Licenses covers one System and additional fees shall be due for each additional System. Compiere will use reasonable commercial efforts to respond to the Support Request within the Response Time specified in the Support Agreement. Compiere warrants that the Support Services will be performed with reasonable care and skill. If Customer believes that the Support Services have not met this standard, Customer shall promptly report such failure to Compiere (but in any case no later than thirty (30) days after such failure). Customer's sole and exclusive remedy, and Compiere's entire liability for a failure of the foregoing warranty, shall be for Compiere to promptly re-perform the Support Services free of charge so that it conforms to the foregoing warranty.
- EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 1, COMPIERE PROVIDES THE SUPPORT SERVICES AND SOFTWARE TO CUSTOMER AND THE AUTHORIZED USERS "AS IS." COMPIERE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
- Customer agrees that as a condition of Compiere's providing the Support Services, Customer shall migrate to the most current version of the Software at least once per year using the Compiere Version Migration Services to enable Compiere to provide effective ongoing support.
- Support Requests
- Before submitting any Support Request to Compiere, Customer agrees to review the Documentation, try to replicate the Error in an unmodified version of the latest release of the Software, and research other support requests and bug reports available at www.compiere.com. If Customer has modified the Software, Customer must inform Compiere about the nature and extent of the modifications. Compiere may elect to provide Customer with support for Errors which Compiere reasonably believes are due to Customer's modification of the Software subject to the payment of a Support Request fee set forth in the Support Agreement.
- The Authorized Representatives must have received training on the Software as specified in the Support Agreement within six months of the earlier of (i) the Effective Date or (ii) an individuals' appointment as an Authorized Representative after the Effective Date.
- To be eligible for support services, the hardware on which the Software is installed must meet Compiere's minimum configuration requirements.
- Support Service Exclusions
No Support Services will be provided for Software that is modified by anyone other than Compiere; problems caused by accident, neglect, misuse, or improper programming by Customer personnel; failure or fluctuations in electrical power or hardware equipment; or failure of Customer to fulfill its obligations under its written agreements with Compiere. Support services do not include services required due to a malfunction of equipment or software not supplied or maintained by Compiere.
The capitalized terms in the Agreement shall have the following meanings:
"Affiliates"means any entity which is controlled, controlling or under common control with a party. For the purposes of this section, the ownership of fifty percent (50%) or more of the voting securities of an entity shall be deemed to be control.
"Authorized Representative" means the person or persons designated by Customer to communicate with Compiere about Errors and submit Support Requests. Authorized Representatives may be changed by Customer at any time upon written notice to Compiere, but such new Authorized Representatives must promptly comply with the training requirements for individuals.
"Authorized Users" means the number of Users set forth on the cover page to the Support Agreement as amended from time to time and for which Customer has paid the appropriate fees. All Users of the System must become Authorized Users. The failure to pay the appropriate fees when due is cause for termination of the Support Agreement.
"Error"means a reproducible defect in the Software that causes the Software not to operate substantially in accordance with its Documentation.
"Error Report" means the report of an Error by the Authorized Representative which is not a Support Request. Compiere will determine whether a communication is an Error Report or a Support Request.
"Intellectual Property Rights" means the copyrights, patents and trade secrets owned by Compiere. Intellectual Property Rights does not include trademark, service marks or domain names.
"Internal Business Purposes" means the internal business purposes of Customer and Customer's Affiliates. It does not include providing services to Third Parties which can be done under the terms of a separate ASP License Agreement.
"Production System" means a single installation of the Software running with a single database schema for operational purposes owned or controlled by Customer in a production environment.
"Response" means Compiere's acknowledgment of a Support Request received from Customer's Authorized Representative.
"Response Time" means, for any single Support Request, the elapsed period measured from the time that Customer's Authorized Representative initiates the incident until Compiere provides a Response.
"Software" means the Compiere ERP and CRM Smart Business Solution software existing on the Effective Date and the Updates, if any, provided by Compiere. Software does not include Third Party Software.
"Subscription Period" means the Initial Term and any Renewal Term except as terminated in Section 9.
"Support Agreement"means the agreement between Compiere and Customer for Support Services.
"Support Request" means a request communicated by Customer's Authorized Representative to Compiere using the designated procedure to request assistance with the product. An Error Report is not a Support Request. Compiere will determine whether a communication is an Error Request or a Support Request.
"Support Services"means the services provided to Authorized Users defined in the Support Agreement and at the level selected on the cover page.
"System" means a Production System. The System shall also include a temporary transfer to another computer in the event of a computer malfunction of the computer from the original System. The Support Agreement will cover a single Production System. If Customer adds another Production System or makes the Software available to any entity not classified as an affiliate, it will need to execute additional agreements.
"Test System"means a single installation of the Software running with a single database schema in an environment for test or quality assurance purposes which is owned or controlled by Customer. A Test System cannot be used for production purposes.
"Third Party" means an entity or person who is not Compiere, a Compiere Affiliate, Customer or Customer's Affiliate.
"Third Party Software" means software licensed by a Third Party.
"Update"means any error corrections and/or updates to the Software made available to its licensees by Compiere. The definition of Updates depends on the Support Service Level that Customer has selected as defined in Exhibit A.
"Users" means any individual who has one or more roles and can login to use the Software on a particular Production System and shall be limited to employees and contractors of Customer and Customer's Affiliate(s); provided however that Customer has the obligation to impose the conditions of use in the Support Agreement on any contractors and Customer is responsible for Customer's contractors' compliance with the terms of the Support Agreement. Users also include any employees or contractors accessing the Software through external computer programs or generating transactions through electronic devices. Users are counted for each Production System using the Software to which they have access. For example, the same employee having access to two Production Systems must be counted as a User for each System under each Agreement (i.e. a Customer with two Agreements must count any Authorized Users with access to both systems as an Authorized User under EACH Agreement). Users of Affiliates are Customer's Authorized Users unless the Affiliate is bound by a separate Compiere Subscription Agreement and Licenses.
Alternate Support Terms for Customers with Contracts Signed Prior to Jan. 1, 2007
The following terms and conditions only apply to some contracts signed prior to Jan. 1, 2007.
- General Terms and Conditions
These terms and conditions apply to all business dealings with ComPiere, Inc. (a Connecticut corporation in the following ComPiere, spelled with upper case P) and users (in the following User) of the Open Source Business Application Compiere (in the following Compiere, spelled with lower case p) or the Compiere web sites (http://www.compiere.org and http://www.compiere.com) with or without a written agreement.
These Terms and Conditions may change without notice. The version of the Terms and Conditions at the time of signature applies.
- Copyright and Proprietary Information
Compiere® is a registered trademark of ComPiere in the United States (Ser.No 78/026499) and worldwide via the World Intellectual Property Organization (Registration No 843550).
All publications, collateral and documentation of Compiere are Copyright © 1999-2005 ComPiere, Inc. All rights reserved.
For license details for the Open Source software program, please refer to http://www.compiere.org/license.html The Initial Developer of the Compiere ERP&CRM Business Solution is Jorg Janke. Portions created by Jorg Janke are Copyright © 1999-2005 Jorg Janke. All parts are Copyright © 1999-2005 ComPiere, Inc. All Rights Reserved.
Translations give the translator the copyright of the translation itself, but not to the original work. Any translation retains the original copyright. (i.e. if you translate the Compiere product, ComPiere and the translator hold the copyright).
If User contributes requirements, specifications, design or code to the Compiere project, User grants ComPiere, Inc. copyright to the contribution automatically.
- Use of the word Compiere and logo
User can use the Compiere Logo unmodified or modified if User:
- provides a link to http://www.compiere.org
- acknowledges the trademark and copyright, e.g. "Compiere® is a registered trademark of ComPiere, Inc. Copyright © 1999-2005 ComPiere, Inc. All rights reserved."
Suggested HTML code: <a href="http://www.compiere.org"><img src="Compiere120x60.gif" alt="Compiere®e; ERP+CRM - Compiere is a registered trademark of ComPiere, Inc. Copyright © 1999-2005 ComPiere, Inc. All rights reserved."/></a>
User cannot use Compiere as part of a company or domain name as that is a violation of our copyright and international trademark. We have no subsidiaries nor any regional representatives. Companies with names like "Compiere (USA) Consulting" are pirates.
You can not remove the Logo from the product.
- Use of Compiere domains
User can register regional or other web domain names containing the word "compiere", e.g. compiere.de, compiere.biz, etc. if you:
- Create and publish the site as general Compiere application promotion only (i.e. not as promotion for your services/solutions)
- Publish the unmodified Compiere Logo with a link to http://www.compiere.org and acknowledgements of the trademark and copyright (see above)
- Collaborate with ComPiere, Inc. and other regional Compiere Partners (can include links or advertisements of your services/solution offering)
The use of compiere as a sub-domain (e.g. compiere.mydomain.net) is allowed, if you publish the unmodified logo with a link to http://www.compiere.org and acknowledgement of the trademark and copyright (see above).
- Use of Compiere collaterals, web site content and graphics
User can use, translate and reproduce any Compiere collaterals and web site and content and graphics for Compiere promotion purposes, if User provides a link to http://www.compiere.org and acknowledge the trademark and copyright (as above).
- Use of Compiere documentation, training material and publications
ComPiere creates and distributes documentation, training material and publications (Documentation) for a fee. All material is protected by copyright and intellectual property law and is available as PDF or document source.
Any Training material cannot be distributed without prior explicit approval.
Here, User of the Documentation is a single person. If User shares the documentation with any other (third person), User is liable to pay the documentation fee to ComPiere.
ComPiere may make the Documentation Source available to User for their own use, e.g. for creating user manuals, excerpts or translation (Derived Documentation). All Derived Documentation must acknowledge the copyright and follow the same rules as the original Documentation.
User agrees that the Document Source cannot be distributed or made available to any third party under any circumstances. If User distributes the original or Derived Documentation and or makes it available to any third parties, User agrees to make it available only in PDF form and to visibly digitally sign the PDF and pay the documentation fee to ComPiere.
- Extending and Re-branding Compiere
The Compiere Mozilla license allows you to extend Compiere and distribute the "Larger Work". This does NOT mean, that you can remove or alter the copyright, nor remove or alter the Compiere logo. User must give the "Larger Work" a different name, but must include "Powered by Compiere" in the product name or subtitle. (e.g. XYZ solution, Powered by Compiere®). I addition, you need to acknowledge the Compiere trademark and copyright ("Compiere® is a worldwide registered trademark of ComPiere, Inc. Copyright © 1999-2005 ComPiere, Inc. All rights reserved.").
If User does not want to display the Compiere logo (e.g. in product and reports), "Powered by", or the trademark notices, you need to obtain explicit permission from ComPiere, Inc. User cannot remove copyright notices.
User can register four letter Entity Types to uniquely identify Compiere extensions/ applications.
If User compiles from source and or modifies the product, User cannot use the release numbers of the Compiere distributions. We recommend to add a prefix to the release number (e.g. "Release C2.5.2c" or "Release ABCD 2.5.2c", where ABCD is the entity type of the extension).
- Online Reliability
ComPiere is a member of the Better Business Bureau (BBB) Connecticut and agreed to abide by the Code of Online Business Practices.
- Data Privacy
For details refer to http://www.compiere.com/company/privacy.html.
- Data Security
For transactions with personal information and payments, ComPiere provides the ability to securely transmit the information.
At this point, the use of Compiere may require a Database license and optionally a PDF Library license. Please check with the database provider (e.g. Oracle - http://www.oracle.com) on the terms and conditions of the database license. An embedded Oracle license is included in the ComPiere Support.
To produce PDF files, you need a PDF Library. A demo version is included in the Compiere distribution. The license in included in the ComPiere Support.
- Support Incidents
In addition to the free support available, ComPiere offers Support Incidents to analyze and fix a problem with the use of Compiere. A Support Incident is a particular, defined problem of a standard, unmodified distribution of Compiere. Customizations are supported; Any changes to the source code (Extensions) invalidate any support.
A Support Incident may include EMail, Phone or Login (dial-in) support and may have a guaranteed reaction time. ComPiere may automatically gather and transmit information to speed up the resolution of problem reports.
Logon (dial-in) support requires currently a Windows environment (for details check http://compiere.ilinc.com)
- Compiere Support
ComPiere provides guaranteed second level support and services for the Compiere business application software for a fee (Support Contract). The Support Contract is agreed for the duration of 12 months and is payable in advance. ComPiere can refuse services, if the account is not current.
First level support is not provided. First level support includes general computer software, operating system, networking, and database management, as well as knowledge of general business and accounting procedures. It is assumed that local Information Technology and Business expert(s) are available to address these issues.
Guaranteed support is limited to the use of the standard distribution including any customizations. Extensions (Java program changes) are not supported.
- Support Levels
ComPiere offers Support Self Service (second level) Support Contracts.
You can get Advantage (first level ) Level support from Compiere Partners.
Self Service Level
- All ComPiere Product Documentation
- Database Migration services
- PDF Library License
- Installable Fixes (no need to build from Source)
- (No EMail/Phone/Login Support included)
- Self Service Level plus:
- EMail, Phone and Login Support for all Incidents
- 24h Reaction Time (ET Business Hours) if agreed
- Preferred Priority of Bugs and Enhancement Requests
There is no extra fee for development or test systems.
- Support Coverage
Compiere Support includes help for you to analyze and fix a problem in the last two published standard distribution versions of Compiere. You might need to upgrade to the latest distribution Version. Fixes/patches are made available only for the current distribution version.
Compiere support is restricted to the use of the standard Compiere product (distribution version). Any issues resulting from developing Compiere extensions (e.g., Java, JSP or PL/SQL development) or compiling from source are excluded from the support coverage. If you modified existing functionality, the problem analysis can be included for an additional fee. Otherwise, ComPiere needs to charge for the additional effort.
Should any covered code prove defective in any respect, ComPiere assumes the responsibility of any necessary servicing, repair or correction, only if you have a valid Support Contract.
Support is not a substitute for training or reading the documentation. User must use any means available to minimize the support effort. Support may be suspended if misused.
- Support User Responsibilities
User must provide all relevant information to help resolving the issue and minimize problem analysis. This especially includes information about system modifications or extensions (Java code or Data Dictionary changes). If User did any changes to the source code and does not explicitly state the fact, User is liable to pay for any time and expenses analyzing the issue. User must notify ComPiere and increase support coverage, if the number of internal users changes.
- PDF Library License
The PDF Library license is included in the Support Contract.
- Oracle Solution Database Licenses
The Oracle Solution Support Contract includes an annual term embedded Oracle Database license for use with the Compiere application (including customizations). This license has the following restrictions:
- User cannot use the embedded Oracle Database for database development. If you do so, you need to get an Extended Use or Full Use (not embedded) Oracle Database License.
- User cannot use the embedded Oracle Database for any other (third party) application nor for Application Hosting (ASP). If you do so, you need to get an unrestricted (not embedded) Oracle Database License.
- You cannot use Oracle Database Enterprise Version functionality if you do not have explicit confirmation from ComPiere.
- All database support is provided by ComPiere. If you require direct support from Oracle, you need an Application or unrestricted Database license.
- If you discontinue ComPiere support and continue to use the Oracle database, you need to get a perpetual Oracle Database License.
- Database Support
The Oracle Solution and Extended Use Support Contract includes support for the Oracle database, but does not include any support of other databases. At this point, you need to replicate the problem in a Oracle database environment for support.
- Release Migration
The Support Contract includes data migration services from any Compiere release to the current release. Alternatively, you can use other data migration tools available.
- Compiere Training
ComPiere provides training on the implementation, use, customization and extension of Compiere. The training material cannot be distributed or made available to others; Updates are part of the Partner Contract.
If you are not able to attend a training class, you need to inform us at least 5 days before the start of the booked training to transfer your seat to the next training. You can send a substitute without notice. We cannot transfer nor reimburse the training fees, if you do not attend the booked training ("no show").
- Compiere Partner
ComPiere provides services to Users to distribute Compiere or offer Compiere related services (Partner Contract). The Partner Contract is agreed for the duration of 12 months and is payable in advance.
ComPiere defines itself as enabler and concentrates on providing second level support and services, as well as training.
ComPiere Partners provide value added services to Users like turnkey solutions,6 consulting, industry know-how, implementation and rollout, integration and migration support and training and extensions. ComPiere will not compete with a Partner for business.
- Compiere Support
ComPiere Partner should re-sell ComPiere services and is free to determine prices. For all Compiere installations of the Partner, a Support Contract is required. The partner provides first level support and initiates second level support with ComPiere if required. ComPiere acts as Agent for Partner.
- Document Sources
Partner Contract includes access to Sources of all Documentation and their updates (see section "Use of Compiere documentation, training material and publications" for details). Access to training material is included after attending the corresponding ComPiere training.
- Partner Promotion and Sales Support
ComPiere promotes the use of Compiere and the Services of ComPiere Partners and may also participate in sales calls. ComPiere distributes leads to interested Partners.
- Partner Extensions
Partner Contract includes general, high level consulting on extending Compiere to provide Industry or Country Solutions - including packaging and branding.
- Compiere Priorities
ComPiere Partners influence the priority of development work (enhancements, bugs) in monthly virtual meetings.
- Sponsored Development
ComPiere may accept sponsorship to enhance the Compiere application product. The sponsor does not obtain any intellectual property rights (copyright, etc.) nor exclusive use.
- Compiere Certification
ComPiere offers a certification program for individuals and partners.
- Certified Compiere Professional
The prerequisites of the individual certification is the participation in the ComPiere Intensive Training and successful implementation of one or more Compiere in a production environment.
- Certified Compiere Partner
The prerequisites of the partner certification is a Partner Contract (see above), one or more Certified Compiere Professionals and a Compiere production reference implementation.
- Disclaimer of Warranty
Compiere is provided on an "AS IS" basis (see Compiere license details under http://www.compiere.com/license.html), without warranty of any kind, either expressed or implied, including, without limitation, warranties that the covered code is free of defects, merchantable, fit for a particular purpose or non-infringing. The entire risk as to the quality and performance of the covered code is with the User.
- Limitation of Liability
Under no circumstances and under no legal theory, whether tort (including negligence), contract, or otherwise, shall ComPiere or any other contributor or supplier, be liable to any person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if such party shall have been informed of the possibility of such damages.
Mutual Confidentiality and Indemnification
- Mutual Confidentiality
Both parties (ComPiere and User) agree not to disclose to any third party, confidential information of ComPiere, User, or anyone with a business or employment relationship with ComPiere or User. Both parties further agrees that he will not use, remove, transfer, transmit, reproduce or otherwise deal with confidential information or other tangible or intangible property of either party, except for the sole purpose of performing the services.
- Mutual Indemnification
Both parties (ComPiere and User) shall indemnify and hold harmless the other side (the User and ComPiere) and it's Client, their owners, officers, directors, agents, and employees, from and against all claims, liabilities or costs (including attorney's fees and court costs), brought by any other party, including private parties or governmental entities.
- Applicable Law
This Consent shall be governed by the laws of the State of Connecticut (after June 2005 Oregon) USA, without regard to choice of law principles, regardless of where ComPiere is performing work or providing services directly or indirectly.
These terms and condition represent the complete agreement concerning subject matter hereof. If any provision of this contract is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this terms and conditions.
Mandatory Mediation and Binding Arbitration
If differences cannot be resolved, ComPiere and User agree to mandatory mediation and binding arbitration using the meditation and arbitration services of the Better Business Bureau (BBB) for all business dealings. Detail rules and procedures mediation and arbitration can be found on the web site of the BBB http://www.bbb.org.
- Contract Duration and Termination
The fees for contracts and any licenses need to be paid in advance to be effective; contracts and licenses expire after 12 months. User cannot resell or transfer any Support contract or license.
User can terminate contracts any time, but is not eligible for reimbursement of any prorated fees. If ComPiere terminates the contract, the prorated fees will be reimbursed. Any contract and support agreement is automatically terminated and all licenses void, if any part of the regulations of these terms contradict local law or are restricted by local law or User does not use the mandatory Mediation and binding Arbitration for conflict resolution.