Cloud Warehouse Consulting

Software Support Services Agreement

Version 1.0 — Effective June 1, 2026

This Software Support Services Agreement (“Agreement”) is entered into between Cloud Warehouse Consulting (“CWC”) and the registered customer (“Customer”). Activation of support services through CWC’s online registration process 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 between the two documents regarding support-related matters, this Agreement shall govern.

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 will provide the following support services during CWC’s standard business hours:

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

Support includes assistance with:

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

Email support requires Customer’s license number and registration information.

2.2 Software Updates

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

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

CWC is not obligated to develop new releases. Major upgrades may be offered at discounted pricing to Customers with active support agreements.

2.3 Error Correction

CWC will correct reproducible Software errors at no additional charge, provided:

  • The error can be reproduced using the latest Software release
  • The error is attributable solely to CWC’s Software

If CWC determines the issue is caused by Customer misuse, Customer data, hardware failure, operator error, third-party systems, or any non-CWC cause, CWC may charge Additional Fees as described in Section 5.

2.4 Response Times

CWC will acknowledge Customer support requests within an average of four (4) business hours. Requests received after 2:00 PM Eastern Time may be acknowledged the next business day.

Acknowledgement does not constitute resolution. Resolution times vary based on complexity, and CWC makes no guarantee of resolution within any specific timeframe.

3. Limitations of Support Services

Support services do not include:

  • Issues caused by Customer’s hardware, network, infrastructure, security settings, or third-party systems
  • Issues caused by Customer customizations, scripts, database modifications, or integrations
  • Issues caused by Customer’s failure to maintain system requirements
  • Issues caused by Customer’s failure to install updates or patches
  • Issues caused by external factors (e.g., power failure, fire, flood, cyberattacks)
  • Training services beyond the included Software tutorial
  • Data recovery, data reconstruction, or data migration
  • Feature requests, enhancements, workflow redesign, or development work

Any services required due to the above will be billed at Additional Fees.

CWC may provide optional training or custom programming services at Customer’s request and at Additional Fees.

4. Customer Responsibilities

Customer agrees to:

  • Maintain complete and current backups of all data, files, and systems
  • Maintain minimum system requirements as published by CWC
  • Install all updates, patches, and releases provided by CWC
  • Provide CWC with timely access to systems, personnel, and environments necessary for support
  • Provide logs, screenshots, diagnostic information, and remote access when requested
  • Ensure that all Customer personnel using the Software are properly trained
  • Maintain secure credentials and access controls

CWC may suspend or delay support if Customer fails to meet these obligations.

5. Additional Fees, Expenses, and Taxes

Customer will pay CWC’s then-current time-and-materials rates for services outside the scope of this Agreement. Customer will also reimburse CWC for reasonable travel, lodging, meals, shipping, telecommunications, and other direct expenses.

CWC will obtain Customer approval in advance for all billable work, unless the Customer provides written authorization allowing CWC to proceed without such approvals.

Invoices are due within 30 days of receipt.

Customer is responsible for all applicable taxes, excluding CWC’s income tax.

CWC may adjust Support Fees or Additional Fees with written notice. Additional Fee increases become effective 60 days after notice.

6. Confidentiality & Data Protection

6.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party’s confidential information and to use it solely for purposes of performing under this Agreement.

6.2 Data Handling

CWC does not assume responsibility for:

  • Customer data integrity
  • Data loss
  • Data corruption
  • Data security within Customer’s environment
  • Performance or availability of third-party systems

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

7. Warranty Disclaimer

CWC provides support services “as is” and disclaims all warranties, express or implied, including:

  • Merchantability
  • Fitness for a particular purpose
  • Non-infringement
  • Any arising from course of dealing or trade usage

CWC does not warrant that Software or support services will meet Customer’s requirements or operate uninterrupted or error-free.

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 indirect, special, incidental, punitive, or consequential damages, including:

  • Loss of profits
  • Loss of 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 all damages arising from:

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

9. Term and Termination

9.1 Term

This Agreement is effective for one (1) year from the Effective Date and may be renewed for additional one-year periods by mutual agreement.

9.2 Renewal = Acceptance

Customer acknowledges and agrees that renewal or continuation of support services constitutes Customer’s acceptance of the then-current version of this Agreement.

9.3 Termination for Convenience

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

9.4 Termination for Cause

CWC may terminate immediately if Customer:

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

9.5 No Refunds

Support fees are non-refundable, including upon termination.

10. Versioning & Continued-Use Acceptance

10.1 Versioning Clause

CWC may modify or update this Agreement at any time. The most current version of this Agreement will be posted at https://cloudwhse.com/support-agreement/. Customer’s continued use of the Software or Support Services after any such modification constitutes Customer’s acceptance of the updated Agreement. Customer is responsible for reviewing the posted Agreement periodically for changes.

10.2 Continued Use = Acceptance

Customer acknowledges and agrees that continued use of the Software or Support Services after the Effective Date, or after any renewal period, constitutes Customer’s acceptance of this Agreement and all updates, modifications, and terms posted at https://cloudwhse.com/supportagreement and in effect at that time.

11. Force Majeure

CWC is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, power outages, cyberattacks, labor disputes, or third-party service failures.

12. Assignment

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

13. Notices

All notices must be in writing and delivered via:

  • Email with confirmation
  • Certified mail
  • Courier service

Notices are effective upon receipt.

14. Governing Law & Venue

This Agreement is governed by the laws of the State of Maryland. All disputes shall be brought exclusively in the state or federal courts located in Maryland.

15. Severability

If any provision is found unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain in effect.

16. Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

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, together with the End User Agreement, constitutes the complete agreement between the parties regarding support services and supersedes all prior communications.

Modifications must be in writing and signed by both parties, except as permitted under Section 10 (Versioning & Acceptance).