Cloud Warehouse Consulting

Software Support Services Agreement Version 1.1 — Effective July 1, 2026

This Software Support Services Agreement (“Agreement”) is entered into between Cloud Warehouse Consulting (“CWC”) and the registered customer (“Customer”). Activation or renewal of support services constitutes Customer’s acceptance of this Agreement. Upon registration, CWC will issue a license number and effective date range for validation of support eligibility.

This Agreement supplements the End User Software License Agreement (“End User Agreement”). In the event of a conflict regarding support-related matters, this Agreement governs.

1. Licensed Software

Customer is licensed to use certain CWC software products (“Software”) under the End User Agreement. This Agreement governs the maintenance and support services provided for that Software.

2. Support Services Provided

2.1 Technical Support

CWC provides support during standard business hours through:

  • Web-based interactive support
  • Email-based technical support

Support includes:

  • Problem definition and isolation
  • General Software usage
  • Suggestions for Customer-created enhancements

A valid license number and registration information are required.

2.2 Software Updates

During the term of this Agreement, and at CWC’s discretion, Customer may receive:

  • Minor version releases
  • Documentation updates
  • Written materials regarding corrections and recommendations
  • Notifications of major version releases

Major upgrades may be offered at discounted pricing to Customers with active support.

2.3 Error Correction

CWC will correct reproducible Software errors at no additional charge when:

  • The issue can be reproduced using the latest release
  • The issue is caused solely by CWC’s Software

If the issue is caused by Customer systems, data, customizations, or third‑party components, CWC may charge Additional Fees.

2.4 Response Times

CWC aims to acknowledge support requests within four (4) business hours. Requests received after 2:00 PM Eastern Time may be acknowledged the next business day.

Acknowledgement does not guarantee resolution time.

3. Limitations of Support Services

Support does not include issues caused by:

  • Customer hardware, networks, security settings, or third‑party systems
  • Customer customizations, scripts, or database changes
  • Failure to maintain system requirements
  • Failure to install updates or patches
  • External factors (power loss, outages, cyberattacks, etc.)
  • Data recovery or migration
  • Training beyond the included tutorial
  • Feature requests, enhancements, or development work

CWC may provide additional services at Additional Fees.

4. Customer Responsibilities

Customer agrees to:

  • Maintain complete and current backups
  • Maintain minimum system requirements
  • Install updates and patches
  • Provide timely access, logs, screenshots, and diagnostic information
  • Ensure staff are properly trained
  • Maintain secure credentials and access controls

CWC may suspend or delay support if Customer does not meet these obligations.

5. Additional Fees, Expenses, and Taxes

Customer will pay CWC’s current time‑and‑materials rates for services outside this Agreement. Customer will reimburse reasonable travel or related expenses.

CWC will obtain Customer approval before performing any billable work unless Customer provides written authorization to proceed without approvals.

Invoices are due within 30 days. Customer is responsible for all applicable taxes except CWC’s income tax.

6. Confidentiality & Data Protection

6.1 Confidential Information

Each party agrees to protect the other party’s confidential information and use it only as needed to perform under this Agreement.

6.2 Customer Data

CWC is not responsible for:

  • Data loss
  • Data corruption
  • Data integrity
  • Data security within Customer’s environment
  • Performance of third‑party systems

Customer is solely responsible for safeguarding and backing up all data.

7. Warranty Disclaimer

Support services are provided “as is.” CWC disclaims all warranties, including merchantability, fitness for a particular purpose, non‑infringement, and any arising from course of dealing or usage.

CWC does not warrant uninterrupted or error‑free operation.

8. Limitation of Liability

8.1 CWC Liability Cap

To the maximum extent permitted by law:

CWC’s total liability under this Agreement is limited to the amount of the most recent support fee paid by Customer for the then‑current renewal period.

8.2 Excluded Damages

CWC is not liable for:

  • Lost profits
  • Lost or corrupted data
  • Business interruption
  • Replacement costs
  • Damage to hardware or third‑party systems

These limitations apply even if a remedy fails of its essential purpose.

8.3 Customer Liability

Customer is liable for damages arising from:

  • Breach of license terms
  • Unauthorized distribution or use
  • Misuse or alteration of the Software
  • Failure to maintain system requirements
  • Failure to safeguard data

9. Term and Termination

9.1 Term

This Agreement remains in effect for the duration of the Customer’s selected renewal period and automatically renews for successive renewal periods unless terminated as described below.

9.2 Renewal = Acceptance

Renewal or continuation of support services for any renewal period constitutes Customer’s acceptance of the then‑current version of this Agreement.

9.3 Termination for Convenience

Either party may terminate this Agreement with 30 days’ written notice.

9.4 Termination for Cause

CWC may terminate immediately if Customer:

  • Fails to pay fees
  • Violates license terms
  • Interferes with CWC’s ability to provide support

9.5 No Refunds

Support fees are non‑refundable.

10. Versioning & Continued‑Use Acceptance

10.1 Versioning Clause

CWC may update this Agreement at any time. The latest version is posted at:

https://cloudwhse.com/support-agreement

Customer’s continued use of the Software or Support Services after updates constitutes acceptance of the updated Agreement.

10.2 Continued Use = Acceptance

Continued use of the Software or Support Services after the Effective Date or after any renewal period constitutes acceptance of the terms posted at the URL above.

11. Force Majeure

CWC is not liable for delays or failures caused by events beyond its control, including natural disasters, outages, cyberattacks, or third‑party failures.

12. Assignment

CWC may assign this Agreement to a successor entity. Customer may not assign without CWC’s written consent.

13. Notices

Notices must be delivered via:

  • Email with confirmation
  • Certified mail
  • Courier service

Notices are effective upon receipt.

14. Governing Law & Venue

This Agreement is governed by Maryland law. All disputes must be brought exclusively in Maryland courts.

15. Severability

If any provision is unenforceable, the remainder stays in effect.

16. Waiver

Failure to enforce a provision does not waive the right to enforce it later.

17. Survival

The following sections survive termination:

  • Confidentiality
  • Data Protection
  • Limitation of Liability
  • Customer Liability
  • Notices
  • Governing Law & Venue
  • Versioning & Acceptance
  • Payment Obligations

18. Entire Agreement

This Agreement and the End User Agreement form the complete agreement regarding support services. Updates posted at the URL above replace prior versions.