Definitions

• Error means the operation, or lack of operation of JGraph software that causes the customer to be unable to use the software functionality as described in the accompanying documentation
• you or your refers to the customer purchasing the maintenance agreement
• Contact Person means a person designated by a customer to interface with JGraph Ltd for the purpose of obtaining support

Terms and Conditions

1. Term

This maintenance agreement has a maximum term of 12 months. Support packages are valid until all support incidents are used or the 12 months anniversary of purchase, whichever is the sooner.

2. General

Upon payment in full of all applicable fees, JGraph Ltd will provide software maintenance and support services during the term of your subscription as provided in this Schedule

3. Updates

You will be entitled to receive Updates and upgrades released during the term of your subscription free of charge. The software update period is 12 months regardless of whether or not the support incidents of the package have been used. Any releases made available will also be supported under the terms of this support agreement.

4. Supported versions

All 5.12.0 versions of JGraph and later and versions 1.0 and later of mxGraph and JGraphX are supported under this agreement. No additional software packages available from JGraph Ltd, be they free or purchased, are supported. This agreement does cover the use of the JGraph and JGraphX products under their free/open source licenses, depending on the software being used under the license terms correctly.

5. Supported Functionality

All JGraph Ltd products are freely downloadable, either with full code or as fully functional evaluations. It is possible for you to determine what features are available in all JGraph Ltd products and you are responsible for ensuring that the product meets your requirements to the greatest extent possible prior to purchasing. JGraph Ltd will not be obliged to provide support for features outside of that feature set. By agreeing to these term and conditions and making payment for this support agreement you are confirming that you understand the feature set available in JGraph. You are advised to obtain evaluation copies of any further JGraph software covered under the terms of this agreement, prior to purchase, in order to determine the feature set that software provides.

6. Changes to terms and conditions

JGraph Ltd reserve the right to alter the terms and conditions of these maintenance terms and conditions, providing customers with at least 30 days advanced notice of doing so. Any changes will not result in a materially reduced level of support from the terms and conditions herein. Any changes to the terms and conditions will become effective on the customers next annual maintenance period after the 30 days notice period has elapsed.

7. Fees schedule

Annual maintenance fees shall be due in full within 30 days of receiving a JGraph invoice for the maintenance amount. If payment is not received in this time JGraph will have the right to discontinue providing support under the terms of this agreement until the invoice is paid in full. JGraph is under no obligation to provide maintenance support if the customer does not renew the maintenance contract or does not pay the maintenance fees. Verbal or written agreement of these terms and conditions does not constitute any obligation for JGraph Ltd to provide support. Only upon payment of the full amount due by you, as quoted by us specifically in relation to this support agreement, does the support agreement come into effect, unless agreed otherwise. If you have been offered commercially licensed software produced by JGraph as part of your maintenance agreement, your license will continue to be valid after your fully-paid maintenance agreement runs out. However, if you fail to pay in full for the first 12 months of the maintenance agreement within the period specified on the invoice or quote associated with this contract, JGraph Ltd reserves the right to revoke your license(s) to any JGraph software within the remit of this support agreement contract.

If you fail to pay an invoice within the net time period, your support priority will be reduced below that of customers who pay on time. Your maximum response time will also be reduced to 32 hours. You may not be offered credit terms upon subsequent renewal and so have to pay in advance for further maintenance.

8. Renewal

JGraph is under no obligation to renew any technical support contract. If JGraph informs the customer they are not willing to renewal a support contract, the customer does not have the right to purchase another JGraph product and claim support for that product. Any money transferred in this way will be refunded. JGraph will only refuse to renew a technical support contract for reasons of a product becoming end-of-life within the next 12 months or if the customer breached any of the support contract terms during the current or previous support periods.

9. Contact procedures

If you have licensed JGraph software for use by others (e.g., an organization has licensed multiple copies of a JGraph software product for use by its employees), you must provide all support to your end users and you must designate one primary Contact Person and one secondary Contract Person.

You must provide JGraph Ltd with each Contact Person's name, telephone number and e-mail address. You must make reasonable efforts to channel substantially all of your support interactions with JGraph Ltd through your Contact Person(s).

10. Error reporting

When reporting errors to JGraph support you must use the latest supplied support email address you were provided with by the JGraph support team. You must describe the error in reasonable detail and report any output on any error logging mechanism present. JGraph Ltd will use commercially reasonable efforts to respond to your Error reports within the times indicated below depending upon the severity of the problem:

Note that invoices paid late cause the maximum response time to be increased to 32 hours in all cases and for the priority of all support requests by the late payer to be reduced below those of customers who have paid on time.

11. Working hours

Working hours count as operational hours from 9am to 5pm WET. Individual customers may have these hours extended on a per-contract basis to take into account customers' geographical differences. If an Error is reported out of hours, on a weekend or on a holiday in England, the response times will begin counting will the first business day the report is received.

12. Delivery of Bug Fixes

JGraph Ltd will deliver bug fixes as quickly as possible within reason business constraints. The delivery of bug fixes will either be in next formal release or as source code files for the customer to integrate. None of the maintenance contracts entitle customers to receive fixes as patches to a previous release. The Standard support package does not entitle customers to patch fixes, whereas the Advanced, Consulting and Enterprise packages do entitle the customer to patch fixes. Where possible JGraph Ltd will attempt to release critical bug fixes with the minimum of other changes to provide confidence of stability, however, sometimes this may not be possible if there are many outstanding issues that require release.

13. Support incidents

Your support package entitles you to a specific number of support incidents per calendar year, as indicated in the table under section 10. One incident is defined as an atomic support request. Therefore, if one request for support contains a number of separate issues, each one will count as a support incident. Each atomic incident remains as one incident regardless of the number of email and phone communications on the subject, until the issue is resolved. All requests for support count as at least one incident. A later communication stating that the problem is solved and the issue need not be addressed still deducts 1 incident from the available total.

In addition to email support incidents, advanced, consulting and enterprise support packages offer assistance via channels other than email, depending on the exact package, telephone, remote debugging support, performance consulting and architecture consulting. The time and date of telephone support must be arranged in advanced via the support email address. Customers telephoning for ad hoc support will be referred to this clause and asked to submit an email request. The details and incident usage of the advanced support options are:

• Telephone support, performance consulting, architecture consulting and remote debug support use up 1 support incident per 20 minutes of person support by JGraph Ltd, or part thereof.
• Remote debug support means the customer making it possible for JGraph Ltd to debug their application remotely via a low latency virtual visual connection.
• Performance consulting involves JGraph Ltd advising how to improve performance issue relating to rendering of cells within a JGraph/mxGraph component. You are expected to supply performance reports from a profiler as required by JGraph Ltd. JGraph Ltd cannot assure any specific improvement in performance as a result of this activity.
• Architecture Consulting involves JGraph Ltd providing assistance on how to extend the feature set of the JGraph Ltd component and on how to perform general application development using the JGraph Ltd component, beyond advice on using the component API.

14. Response

JGraph Ltds' acknowledgements of any error reports will contain either a resolution of the error or a support plan describing the steps being taken by JGraph Ltd, and any steps to be taken by you, to correct the error. If JGraph Ltd requests further information about an error, any delay caused by the customer returning that information will not count towards the resolution time attributed to JGraph Ltd. Information requested by JGraph Ltd may include, by way of example and not limitation, manuals related to your hardware, network, or third party software; examples of software output; or configuration information.

15. Customer Obligations

• (a) Report problems using the specified technical support email address, or otherwise indicated support channel;
• (b) Promptly and as fully as reasonably practicable respond to all communications of JGraph relating to the Software and not delay or hinder JGraph in the debugging of the Software;
• (c) supply to JGraph such information as JGraph may reasonably require in order to supply the Software including documented examples of Errors if requested.
• (d) Ensure that the Software is used in a proper manner by competent trained employees only. These employees should make reasonable effort to understand the product, at least to read the User Manual supplied before attempting to develop using the software. By "competent", the engineer should be a generally capable software engineer and understand how to create and debug software. The engineer should also have a fundamental understanding of the technology the JGraph component uses, namely, Java and Swing for the JGraph range of products, JavaScript within a web application context (not simply JavaScript in standard web pages) for the mxGraph JavaScript product range and Flex and Flash technologies in the case of the mxGraph Flex product range. If an engineer asks for support on a trivial issue relating to the underlying technology or displays extremely low awareness on the subject, JGraph Ltd reserves the right to request for a more trained engineer be assigned to deployment with the component, or that the original engineer receive training on the technology before receiving further support.
• (e) Co-operate fully with JGraph's personnel in the diagnosis of any Error in the Software Release used.
• (f) Behave in a reasonable manner towards JGraph Ltd employees. Any unreasonable threats, either personal or against the company will receive a warning for breach of these conditions. Personal abuse towards JGraph Ltd employees or legal threats against the company are viewed as extremely serious. JGraph Ltd reserves the right to refuse to renew a maintenance agreement if this occurs and to refuse to do business with a department or company as a result.

16. Problems not covered

JGraph Ltd will have no obligation to attempt to correct reported errors or other problems that:

• (a) Cannot be reproduced or verified;
• (i) The problem must be possible to reproduce by the JGraph support engineers. The customer must provide any reasonable assistance in order for JGraph to recreate the issue.
• (ii)If the complexity of the problem is such that JGraph must debug the application in order to resolve the issue, the customer must provide the means to do so. JGraph provide suitable NDAs upon request in order to protect the software of the customer. Remote debugging of the software is not acceptable if the latency of the connection exceeds 0.2 seconds or the customer does not make it possible for the JGraph support engineer to step through all of the source code of all JGraph software used.
• (b) Attempt to use JGraph to create functionality outside the feature set of the JGraph library,
• (c) Is caused by any alteration to the supplied source code by the customer, not approved by a member of the JGraph support team.
• (d) Constitutes a breech of the license terms under which the software was supplied.
• (e) Are caused by the use of the software on non-supported platforms.
• (f) Are in source code supplied as an example or demo to a customer.
• (g) In JGraph Ltds' reasonable judgment, should not exist under the circumstances in which the software is being used, taking into account its design specifications; or
• (h) Result from:
  • (i) misuse of software by you or others;
  • (ii) bugs in software that the JGraph component is dependent on; or

JGraph Ltd cannot guarantee that all errors will be corrected. These terms and conditions do not modify any warranty, warranty disclaimers, or limitations on liability set forth in any agreement between you and JGraph Ltd. JGraph Ltd will have no obligation to implement your requests for changes or enhancements.

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