SS7ware GENERAL TERMS AND CONDITIONS OF SALE
AND SOFTWARE LICENSE AGREEMENT


These General Terms and Conditions (the “General Terms”) are entered into by and between SS7Ware Inc., a California based corporation having his principal place of business at 2443 Fillmore St #380-2949 San Francisco, CA 94115 and any customer indentified in the purchase orders ("Customer").

These General Terms apply to any customer’s purchase of SS7ware Products, SS7ware Hardware, SS7ware Software as well as SS7ware hardware and software services and support and will be considered a standard agreement between SS7ware and any customer of products and services provided by SS7ware (the ”Standard Agreement”). This Standard Agreement and the documents referenced in the General Terms constitute the entire agreement between Customer and SS7ware relating to its subject matter and all terms herein and supersede all prior or contemporaneous agreements or understandings and, together with the proforma invoice and the purchase order issued in each subjective case, constitute the complete agreement between SS7ware and each customer (the “Agreement”). This Agreement may be modified by specific additional agreements between SS7ware and the Customer, provided that such additional ageements specifically identify themselves as modifications to this Agreement. To avoid any doubt, in each subjective case, SS7ware will issue a proforma invoice to the particular customer and that customer will send back to SS7ware a purchase order that will represent Customer’s irrevocable acceptance of the particular sale terms listed in each received proforma invoice.

By placing an order with SS7ware, Customer represents that it has become familiar with and agrees be bound by these General Terms.

THIS AGREEMENT SHALL APPLY UNLESS CUSTOMER AND SS7WARE HAVE ENTERED INTO A SEPARATE SIGNED AGREEMENT APPLICABLE TO THE PURCHASE OF THE PRODUCTS OR SERVICES. SS7WARE EXPRESSLY OBJECTS TO AND REJECTS, AND CUSTOMER EXPRESSLY WAIVES, ANY TERMS AND CONDITIONS IN CUSTOMER’S PURCHASE ORDER OR OTHER SIMILAR DOCUMENTS WHICH ARE NOT INCLUDED IN THE PROFORMA INVOICE.

General Terms and Conditions

1.0
GENERAL DEFINITIONS


“Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to any Product and made available with the applicable Product in any manner (including CD-ROM or on-line).

“Products” means the SS7ware Hardware, SS7ware Software and corresponding Documentation.

“SS7ware Hardware” means SS7ware cellular base station or core network hardware (SatSite, YateUCN server, YateHSS/HLR, etc.).

“SS7ware Software” means the YateUCN, YateBTS, YateENB or other commercial versions of Yate made available by SS7ware.

“Marks” means any term, logo or other mark claimed as a trademark by SS7ware or licensed to SS7ware, including but not limited to “YateUCN”, “YateBTS”, “Yate”, “SatSite”, and “LabKit”.

“EU” means the European Union.

“US” means the United States of America.

“Application” means a complete software program delivered to Customer, such as YateHSS/HLR, YateUCN, YateENB, etc.

2.0
TERM AND TERMINATION


2.1 Term. This agreement takes effect when SS7ware issues the proforma invoice for a specific order.

2.2 Termination. With the exception of support services that are specifically regulated in these General Terms, SS7ware may terminate this Agreement at any time if Customer does not fully pay the proforma invoice within the time specified therein, without any prior notification.

2.3 Effect of Termination. In the event of termination by SS7ware, in accordance with the provisions of this Agreement, SS7ware will not be liable to Customer because of such termination, for compensation, reimbursement, or damages or payments on account of the loss of prospective profits or on account of expenditures, investments, leases, or commitments in connection with the business or goodwill of SS7ware or Customer. Customer hereby waives its rights under applicable laws for any such compensation. Termination will not, however, relieve Customer of obligations incurred prior to the termination.

2.4 Survival. Sections 1.0 (Definitions), 2.0 (Term and Termination), 3.0 (Description of Relationship) (other than 3.4), 4.0 (Proprietary and Confidential Information), 5.0 (Limitation of Liability), 8.0 (General) and those sections specifically set forth in these General Terms referencing this Standard Agreement will survive termination or expiration of the Agreement.

3.0
DESCRIPTION OF RELATIONSHIP


The relationship between SS7ware and Customer is non-exclusive and either party may establish similar relationships with other parties.

3.1
Customer’s relationship with SS7ware is that of an independent contractor, and nothing in this Standard Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Customer is not authorized to make any representation, contract or commitment on behalf of SS7ware unless specifically requested or authorized in writing to do so by SS7ware.

3.2
In performing under this Standard Agreement, Customer shall (a) not engage in any deceptive, misleading, illegal, or unethical practices; (b) not make any representations, warranties, or guarantees concerning the Products that are inconsistent with or in addition to those made by SS7ware in this Standard Agreement; and (c) comply with all applicable laws and regulations.

3.3
Customer shall be responsible for paying all taxes of any nature which become due pursuant to this Agreement, except for taxes on SS7ware's income, irrespective of which party may be responsible for reporting or collecting such taxes. In addition, Customer shall pay all import and export duties, government permit fees, license fees, customs fees and similar fees levied as a result of the existence or operation of this Agreement and any penalties, interest, collection costs and withholding costs associated with any of the foregoing. If any applicable law requires Customer to withhold amounts from any payments to SS7ware under this Agreement, (a) Customer shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish SS7ware with tax receipts evidencing the payments of such amounts; and (b) the sum payable by Customer upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, SS7ware receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount SS7ware would have received and retained absent the required deduction or withholding.

3.4
SS7ware shall submit a Proforma Invoice to Customer for all Products and services performed by SS7ware. Customer shall pay any Proforma Invoices issued by SS7ware in full within thirty (30) days of receipt, unless otherwise provided in the proforma invoice. Any amount which is not paid when due shall be canceled, along with the associated order. If Customer fails to pay the full amount mentioned in the proforma invoice at the applicable maturity, this Agreement between the parties is terminated in full, without delay, without prior notice, without the intervention of the court and without any other formality, Customer being late in law, in which case Customer will be no longer entitled to the refund of the partially paid sums that will be retained by SS7ware for the conventional damages suffered without the need to prove the damage.

4.0
PROPRIETARY AND CONFIDENTIAL INFORMATION


Proprietary Information. All right, title, and interest in and to intellectual property embodied in the Products and any improved, updated, modified or additional parts thereof (by whomever produced), SS7ware's Marks and any material provided by SS7ware to Customer will at all times remain the property of SS7ware (or SS7ware's licensors). Customer agrees (i) not to create by reverse engineering or otherwise, the source code or internal structure of the Products or any part thereof from the information made available to it (unless otherwise permitted under applicable law), (ii) not to remove any product identification or notices of any proprietary or copyright restrictions from the Products or any documentation, and (iii) not to copy the Products or develop any derivative works thereof. Customer also acknowledges that SS7ware and its licensors hold all copyrights provided by EU, US and international law regarding the Product so that Customer is forbidden to violate these rights in any way and forbidden to carry out any action or omission that results in the breach of these copyrights..

Confidential Information. The Products contain trade secrets of SS7ware or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. The Products and the terms of this Agreement are confidential and proprietary information of SS7ware and/or its licensors and vendors and any other information that one party provides to the other party during the term of this Agreement that is identified at the time of disclosure as confidential shall be confidential information (all of the foregoing collectively are referred to as “Confidential Information”) of the disclosing party (the “Disclosing Party”). Neither party (the “Receiving Party ”) will disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of the Receiving Party who require access to the Confidential Information to perform under this Agreement and who are bound by written agreement not to disclose third-party confidential or proprietary information disclosed to such party, or (b) as such disclosure may be required by law, lawful order or governmental regulation, subject to the Receiving Party providing to the Disclosing Party written notice to allow the Disclosing Party to seek a protective order or otherwise prevent the disclosure. Nothing in this Agreement will prohibit or limit either party’s use of information (a) previously known to it without obligation of confidence, (b) independently developed by or for it without use of or access to the other party’s Confidential Information, (c) acquired by it from a third party which is not under an obligation of confidence with respect to such information, or (d) which is or becomes publicly available through no breach of the Agreement. Each party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section. Within five (5) days after a Disclosing Party’s request, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information. If there is any conflict between this Section and a separate non-disclosure agreement entered by the parties, the separate non-disclosure agreement shall control.
Customer further agrees that the logos, trademarks or other identifying characteristics of Customer are not Confidential Information and that SS7ware may identify Customer as a customer, provided that such reference does not include any Confidential Information.

5.0
LIMITATION OF LIABILITY. UNLESS THE STANDARD AGREEMENT PROVIDES OTHERWISE, SS7WARE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO THIS STANDARD AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT OR LOSS OF DATA, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. IN ANY SITUATION, SS7WARE'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL BE LIMITED IN AN AMOUNT EQUAL TO THE PRODUCT FEES PAID BY CUSTOMER TO SS7WARE UNDER THIS AGREEMENT IN ONE (1) MONTH PRECEDING THE DATE THE CLAIM ARISES. ADDITIONALLY, IN NO EVENT SHALL SS7WARE'S LICENSORS, SUPPLIERS OR VENDORS BE LIABLE FOR ANY DIRECT DAMAGES.

6.0
PROBLEMS AND SUGGESTIONS. Customer will keep SS7ware informed as to any problems encountered with the Products and any resolutions arrived at for those problems and any claim or proceeding involving the Product that comes to Customer’s attention. Customer may communicate to SS7ware any and all modifications, design changes or improvements of the Products suggested by any entity or person or by any employee or agent of Customer. Customer further agrees that SS7ware owns any and all right, title and interest in and to any such suggested modifications, design changes or improvements of the Products, without the payment of any consideration therefore either to Customer, its employees or agents, or to any End User of Customer.

7.0
ORDERS, DELIVERY AND ACCEPTANCE.

7.1
Orders. SS7ware will issue a Proforma Invoice for every Order. The proforma invoice will include all data and product information that may supplement or amend the Standard Agreement. The payment (even partial) of the Proforma Invoice means the acceptance of the order by Customer. After receiving the Proforma Invoice, Customer will issue to the SS7ware the Purchase Order which will acknowledge the Product data and information as stated in the Proforma Invoice. Purchase Order issuance means acceptance of the terms and conditions of this Standard Agreement and the Proforma Invoice, This Standard Agreement, Proforma Invoice, and Purchase Order representing the full agreement of the parties. This Agreement between the parties is deemed to be fuly executed when the SS7ware receives a Purchase Order from Customer (the “Effective Date of the Agreement”). For the avoidance of doubt, under any circumstances, SS7ware has no obligation to deliver the Product or the contracted services until Customer has paid the full amount specified in the Proforma Invoice. SS7ware quoted prices and proforma invoices do not include delivery costs, customs fees and other costs that shall be invoiced separately or included in the final invoice.

7.2
Products. SS7ware shall have the right from time to time to add or delete Products to or from its then current price list, subject to providing Customer at least thirty (30) days advance written notice. All valid Proforma Invoices shall be subject to the applicable pricing in effect at the time the Proforma Invoice was issued.

7.3
Changes to Products.SS7ware reserves the right at any time to make changes, including but not limited to modifications, improvements and derivative works to the Products. SS7ware reserves the right to no longer produce a Product of the type sold to Customer at any time in time.

7.4
Restrictions concerning the Use of Products: CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT PRODUCTS AND SERVICES ARE NOT DESIGNED, MANUFACTURED, OR TESTED FOR USE IN LIFE OR SAFETY CRITICAL SYSTEMS, HAZARDOUS ENVIRONMENTS OR ANY OTHER ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING IN THE OPERATION OF NUCLEAR FACILITIES; AIRCRAFT NAVIGATION; AIR TRAFFIC CONTROL SYSTEMS; LIFE SAVING OR LIFE SUSTAINING SYSTEMS OR SUCH OTHER MEDICAL DEVICES; OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE PRODUCT OR SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, SEVERE PROPERTY DAMAGE OR ENVIRONMENTAL HARM (COLLECTIVELY, "HIGH-RISK USES"). FURTHER, CUSTOMER MUST TAKE PRUDENT STEPS TO PROTECT AGAINST PRODUCT AND SERVICE FAILURES, INCLUDING PROVIDING BACK-UP AND SHUT-DOWN MECHANISMS. SS7WARE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS OF THE PRODUCTS OR SERVICES FOR HIGH-RISK USES. CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD SS7WARE HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, INCLUDING, LAWSUITS, ARBITRATIONS, AND/OR ADMINISTRATIVE ACTIONS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF CUSTOMER’S USE OF THE PRODUCTS AND SERVICES FOR ANY HIGH-RISK USES, INCLUDING CLAIMS FOR PRODUCT LIABILITY, PERSONAL INJURY (INCLUDING DEATH) OR DAMAGE TO PROPERTY, REGARDLESS OF WHETHER SUCH CLAIMS ARE FOUNDED IN WHOLE OR IN PART UPON ALLEGED OR ACTUAL NEGLIGENCE OF SS7WARE. CUSTOMER ACKNOWLEDGES THAT IT IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY AND RELIABILITY OF THE PRODUCTS OR SERVICES WHENEVER THE PRODUCTS OR SERVICES ARE INCORPORATED IN ITS SYSTEM OR APPLICATION, INCLUDING THE APPROPRIATE DESIGN, PROCESS, AND SAFETY LEVEL OF SUCH SYSTEM OR APPLICATION. FURTHER, CUSTOMER MUST TAKE PRUDENT STEPS TO PROTECT AGAINST PRODUCT AND SERVICE FAILURES WHEN PRODUCTS AND SERVICES ARE INCORPORATED IN A SYSTEM OR APPLICATION, INCLUDING PROVIDING BACK-UP AND SHUT-DOWN MECHANISMS. CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD SS7WARE HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, INCLUDING LAWSUITS, ARBITRATIONS, AND/OR ADMINISTRATIVE ACTIONS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF CUSTOMER’S INCORPORATION OF THE PRODUCTS OR SERVICES INTO ITS SYSTEM OR APPLICATION, REGARDLESS OF WHETHER SUCH CLAIMS ARE FOUNDED IN WHOLE OR IN PART UPON ALLEGED OR ACTUAL NEGLIGENCE OF SS7WARE.

7.5
Delivery and Acceptance. SS7ware will deliver the Products according to the terms agreed to in the Proforma Invoice. All Products shall be deemed accepted upon delivery. Customer shall reimburse SS7ware for all shipping charges and, in the absence of instructions, SS7ware will select a common carrier on behalf of Customer but such carrier shall not be construed to be the agent of SS7ware. All shipments will be made with shipping charges prepaid by SS7ware and added to SS7ware's invoice to Customer. Title to the Products, exclusive of software, and all risk of loss shall pass to Customer upon shipment. SS7ware will insure all Products, at Customer’s option, to be delivered hereunder against all risk of loss or damage until delivered to Customer at the destination agreed to in the Proforma Invoice. Customer shall reimburse SS7ware for the cost of such insurance. In no event shall SS7ware be liable for any delays in delivery to Customer due to circumstances beyond its control, including but not limited to, shortage of supply or supplier delays.

8.0
GENERAL.


8.1
Warranties. Each party warrants as of the Effective Date ofs the Agreement that the parties may enter into pursuant to the Agreement, that it (a) will avoid deceptive, misleading, or unethical practices that are or might be detrimental to the other party or its products or services; and (b) will make no false or misleading representations with respect to the other party’s products or services.

8.2
Disclaimer of Warranties. SS7ware does not warrant that the functions of any Product will meet Customer’s requirements nor that Product operation will be error-free or uninterrupted. Customer assumes the risk of any and all liability, damage or loss from use, or inability to use the Products or corresponding Documentation. Any warranty does not apply if any Product or any other equipment upon which the Product is authorized to be used (i) has been altered, except by SS7ware; (ii) has not been installed, operated, repaired, or maintained in accordance with the corresponding Documentation; (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (iv) is licensed for beta, evaluation, testing or demonstration purposes. CUSTOMER UNDERSTANDS THAT EXCEPT FOR ANY LIMITED WARRANTIES EXPRESSLY PROVIDED FOR IN AN PRODUCT, SS7WARE MAKES NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES OR WARRANTIES OF SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. SS7WARE AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8.3
Assignment.Customer may not assign Customer’s rights or otherwise delegate Customer’s obligations under this Standard Agreement without SS7ware's prior written consent. Any attempted assignment, transfer or delegation, without such consent, will be void. Notwithstanding the foregoing, SS7ware may freely assign this Standard Agreement. Subject to the foregoing, this Standard Agreement will be binding upon and will be for the benefit of SS7ware's successors and assigns, and will be binding on Customer’s assignees.

8.4
Miscellaneous. Any notices required or authorized to be given shall be in writing and shall be sent to the addresses set forth above or to such other address as either party may from time to time specify in writing, and shall be deemed given as indicated: (a) upon personal delivery when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. This Standard Agreement is governed by and construed exclusively by the laws of Romania. The jurisdiction to resolve any dispute in connection with this Standard Agreement and the full Agreement of the Parties shall be handed over exclusively to the courts of Romania, Bucharest. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Standard Agreement is found void and unenforceable, it will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. Customer acknowledges and agrees that the Products and technical support services offered under this Agreement are subject at any given time to the export control laws and regulations of Romania and the EU, and in some cases the US. Customer will comply with all applicable export laws and regulations and if Customer breaches any of the foregoing, Customer shall indemnify, defend and hold harmless SS7ware from any and all losses, claims and damages. If SS7ware is notified that Customer has breached any of the foregoing, this Agreement shall terminate automatically without notice to Customer.

8.5
Marketing. SS7ware and Customer agree to work together to issue a joint press release about the parties’ relationship and to promote one another on respective company websites and other marketing materials.

Software License Terms


1.0
Software License Terms are pursuant to the Standard Agreement between SS7ware and Customer and set forth the terms applicable to Customer’s license of SS7ware proprietary software.

1.1
Definitions. Capitalized terms shall be as defined in the General Terms and Conditions.


2.0
LICENSE.


2.1
Grant of License. Subject to all the terms and conditions of the Standard Agreement, and provided that Customer remains in compliance with all the terms and conditions of the Standard Agreement, SS7ware grants to Customer a limited (as specified in 2.2 mentioned below), nonexclusive, world-wide and perpetual license to (i) use the SS7ware Software solely for Customer’s own business purposes (ii) use the corresponding Documentation as necessary to support authorized use of the SS7ware Software; and (iii) reproduce the SS7ware Software and the corresponding Documentation only for backup and archival purposes. To avoid any doubt, Customer is allowed to use one license for a single instance of the given server type or Application, for example, a single dedicated server, single basestation, or a single virtual machine.

2.2
Restrictions. Without limiting any of Customer’s obligations provided for elsewhere in the Standard Agreement, Customer specifically agrees not to: (i) assign or sublicense its license rights to any other person or entity (other than as provided herein or in compliance with any SS7ware relicensing/transfer policy then in force); (ii) permit third parties to make error corrections to or otherwise modify or adapt the SS7ware Software or create derivative works based upon the SS7ware Software; (iii) disclose, provide, or otherwise make available trade secrets contained within the SS7ware Software or corresponding Documentation in any form to any third party without the prior written consent of SS7ware, (iv) remove, efface or obscure any copyright or other proprietary notices or legends included in any Applications. Customer shall implement reasonable security measures to protect such trade secrets. Except as expressly authorized in the Standard Agreement, Customer shall not make any copies or duplicates of any SS7ware Software without the prior written permission of SS7ware. Customer has no license or right to make or use any additional copies of the SS7ware Software unless Customer, at the time of making or acquiring such copy, already holds a valid license to the original software and has paid the applicable fee for the additional copies.

2.3
Reservation of Rights. Except as expressly granted in this Exhibit, no other licenses are granted, whether by implication or stopple,and SS7ware reserves all rights not expressly granted to Customer herein. This is a license, not a transfer of title, to the SS7ware Software and corresponding Documentation. The SS7ware Software and corresponding Documentation, and all copies thereof, are and will remain the sole property of SS7ware or its suppliers.

3.0
SUPPORT. Customer hereby acknowledges and agrees that SS7ware shall have no obligation to maintain the SS7ware Software or Documentation nor provide any support in connection with the SS7ware Software or Documentation unless Customer has purchased Software Support described in Software Support Terms.

4.0
LIMITED WARRANTY. SS7ware warrants only that the SS7ware Software will be be free of physical defects and operate in substantial conformance with the corresponding Documentation for a period of ninety (90) days from delivery (the “Software Warranty Period”). If the SS7ware Software fails to comply with such warranty (a “Software Defect”), Customer must notify SS7ware in writing of the Software Defect during the Software Warranty Period. If SS7ware is able to reproduce the Software Defect in its own operating environment, SS7ware shall, at its option, repair or replace the SS7ware Software, without additional charges. If SS7ware is not able to verify the Software Defect, SS7ware shall have the right to charge Customer on a time and materials basis for the time and expense incurred in attempting to verify the Software Defect and Customer, at its option, may retain SS7ware on a consulting basis pursuant to the terms of a separate agreement to assist Customer in using the SS7ware Software. This is Customer’s sole and exclusive remedy for a breach of the above limited warranty. THE WARRANTY DISCLAIMER AND EXCLUSIONS IN THE GENERAL TERMS SHALL APPLY TO THE SS7ware SOFTWARE.

4.1
Transfer of Warranty. The Warranty of Section 4.0 is transferable only to parties who have purchased Software Support, as described in Software Support Terms and who hold active Software Support contracts with SS7ware.

5.0
PAYMENTS. Payment and payment terms are defined in the General Terms and Conditions.

Hardware Purchase Terms


1.0 Hardware Purchase Terms are pursuant to the Standard Agreement between SS7ware and the Customer and set forth the terms pursuant to which Customer purchases the SS7ware Hardware.

1.1 Definitions. Capitalized terms shall be as defined in the General Terms and Conditions.

2.0
PAYMENT. Payment and payment terms are defined in the General Terms and Conditions.

3.0
SUPPORT. Customer hereby acknowledges and agrees that SS7ware shall have no obligation to maintain the SS7ware Hardware or Documentation nor provide any support in connection with the SS7ware Hardware unless Customer has purchased Hardware Support.

4.0
WARRANTY. SS7ware provides a limited warranty on the SS7ware Hardware pursuant to the terms of Hardware Warranty of the Standard Agreement.

Hardware Warranty




SS7ware provides the following limited warranty for all SS7ware Hardware purchased pursuant to the Standard Agreement between SS7ware and Customer.



Limited Warranty. SS7ware warrants to Customer that for ninety (90) days upon Customer’s receipt of the SS7ware Hardware (the “Hardware Warranty Period”), the SS7ware Hardware will perform in all material respects in accordance with the then-current applicable Documentation. If the SS7ware Hardware fails to comply with such warranty (a “Hardware Defect”), Customer must notify SS7ware in writing of the Hardware Defect during the Hardware Warranty Period. If SS7ware is able to reproduce the Hardware Defect in its own operating environment, SS7ware shall, at its option, repair or replace the SS7ware Hardware, without additional charges. Customer shall not be required to return the defective SS7ware Hardware until Customer receives a replacement. If SS7ware is not able to verify the Hardware Defect, SS7ware shall have the right to charge Customer on a time and materials basis for the time and expense incurred in attempting to verify the Hardware Defect and Customer, at its option, may retain SS7ware on a consulting basis pursuant to the terms of a separate agreement to assist Customer in using the SS7ware Hardware. This is Customer’s sole and exclusive remedy for a breach of the above limited warranty. THE WARRANTY DISCLAIMER AND EXCLUSIONS IN THE GENERAL TERMS SHALL APPLY TO THE SS7WARE HARDWARE. At its option, SS7ware reserves the right, in the event of such defects of hardware components sold to Customer, manufactured by third parties, or if the hardware sold to Customer is manufactured by third parties, to transfer to Customer the warranty that SS7ware owns for those components/for the entire hardware (the warranty granted by that third party manufacturer) without any other obligation of SS7ware to Customer to repair those defects.

Transfer of Warranty. The warranty described in this Hardware Warranty is transferable only to parties who have purchased Hardware Support, as described in Hardware Support Terms and hold active Hardware Support contracts with SS7ware.

Return Procedures. SS7ware Hardware shall be non-returnable except as expressly provided in this Hardware Warranty (“Limited Warranty”). Prior to any return by Customer of any SS7ware Hardware, Customer shall obtain a return material authorization (“RMA”) from SS7ware. Customer shall return the SS7ware Hardware with the RMA form to SS7ware's designated repair facility, freight prepaid within thirty (30) days of receipt of the RMA, with a written statement describing the Defect. SS7ware shall only be obligated under its warranty for SS7ware Hardware with Defects that are reproducible by SS7ware in its own execution environment. SS7ware will be responsible for all return shipping costs of repaired or replacement units to Customer; provided, however, that SS7ware may refuse any SS7ware Hardware not accompanied by an RMA and such refused shipments will be returned to Customer freight collect. Replacement SS7ware Hardware will be warranted for the remainder of the warranty period for the original hardware.

Software Support Terms


These Software Support Terms are pursuant to the Standard Agreement between SS7ware and Customer and set forth the terms pursuant to which Customer may receive maintenance and support of the SS7ware Software.

1.0
ADDITIONAL DEFINITIONS. For purposes of these Software Support Terms, capitalized terms shall be as defined in the General Terms and Conditions mentioned above and supplemented with the following additional definitions:

“Business Day” means Monday through Friday except legal holidays in Romania.

“Email Support” means technical email assistance provided by SS7ware Technical Support Engineer to Customer’s technical support for problem resolution, bug reporting, feature requests, documentation clarification and other general technical assistance. The contact address for Email Support is: support@null.ro.

“Error” means an error in the SS7ware Software which significantly degrades the SS7ware Software as compared to SS7ware's published specifications.

“Previous Sequential Release” means at any time the release of SS7ware Software which has been replaced by the then current release of the same SS7ware Software. Notwithstanding anything else, a Previous Sequential Release will be supported by SS7ware only for a period of six (6) months after release of the then current release.

“Support Incident” means a request for assistance to resolve a question, or problem being reported.

“Update” means either a modification or addition that, when made or added to the SS7ware Software, corrects the Error, or a procedure or a routine that, when observed in the regular operation of the SS7ware Software, eliminates the practical adverse effect of the Error on Customer.

“Upgrade” means a revision of the SS7ware Software released by SS7ware that incorporate new and different features or functionality for which there may be an additional separate charge.

“Workaround” means a change in the procedures followed or data supplied by Customer to avoid an Error without substantially impairing Customer’s use of the SS7ware Software.

2.0
SUPPORT SERVICES. SS7ware shall use commercially reasonable efforts to provide support for the SS7ware Software as follows:
  • Email Support during SS7ware regular business houses (8AM to 6 PM GMT+2 ) for the installation and use of the then current release of the SS7ware Software and the Previous Sequential Release in accordance with the standard priority levels and response times set forth in Section 4 of these Software Support Terms.

  • Updates to SS7ware Software as deemed necessary by SS7ware.

3.0
UPDATES. SS7ware shall provide Customer with Updates of the SS7ware Software that SS7ware makes generally available to its other customers. Updates consist of one copy of published revisions to the printed documentation and one copy of revisions to the object code form of the SS7ware Software which are not designated by SS7ware as products for which it charges a separate fee. Updates provided to Customer will be licensed to Customer under the same terms applicable to the SS7ware Software in the Standard Agreement. Customers in breach of this Agreement will be denied software updates.

4.0
SEVERITY LEVELS. SS7ware will exercise commercially reasonable efforts to correct any Error reported by Customer in the current unmodified release of the SS7ware Software in accordance with the following severity level and response times reasonably assigned to such Error by SS7ware, in SS7ware's sole discretion:

Severity LevelDescriptionSupport Team Response Time (from time of initial notification)Resource Commitment of Customer and SS7ware
1A severity one Error means (i) production system is severely impacted and completely shutdown, or (ii) system operations or mission critical applications are down.12 hoursCustomer and SS7ware will commit the necessary resources 24 hours a day, 7 days a week, to resolve the situation or obtain a Work-Around.
2Operation of the existing SS7ware Software is usable, but functionality is degraded or restricted causing some impact to Customer’s business operations.24 hoursCustomer and SS7ware will commit full-time resources during SS7ware's regular business hours (8 am to 6 pm GMT+2) to resolve the situation or obtain a Work-Around.
3Operational performance of SS7ware Software is impaired while most business operations remain functional.36 hoursCustomer and SS7ware will commit necessary resources to restore service to satisfactory levels.
4Request for information or assistance of SS7ware or product capabilities, installation, configuration or feature request. There is no impact to Customer’s business operations.48 hoursCustomer and SS7ware will provide resources to provide information assistance as requested or collect feedback.


5.0
EXCLUSIONS. SS7ware will not be obligated to support altered, damaged or modified SS7ware Software or any portion of the SS7ware Software incorporated with or into other software or problems caused by Customer’s negligence, abuse or misapplication, use of the SS7ware Software other than as specified in the Documentation, or other causes beyond the control of SS7ware. SS7ware's support obligation shall immediately cease with no liability in the event Customer adds or installs any hardware or software (other than as permitted under this Agreement) on the SS7ware Software, or modifies any component of the SS7ware Software.

6.0
TECHNICAL SUPPORT CONTACTS. Customer shall designate up to four (4) individuals by written notice to SS7ware to serve as contacts (“Technical Support Contacts”) to communicate with SS7ware on technical issues related to the SS7ware Software. Customer may change these Technical Support Contacts upon notice to SS7ware but SS7ware will have no obligation to respond to any requests or inquiries from any Customer personnel other than the Technical Support Contacts then designated by Customer. To enable identification of problems, Customer’s Technical Support Contacts are required to assist SS7ware technical support staff until problem resolution. Required Customer activities may include logging into Customer’s systems for diagnosis of problems, downloading and installation of software patches, acquisition and transfer of system logs/files, modification of software design and configuration information, re-installation of existing hardware, assistance with installation of new replacement hardware and participating in tests for fixes. Customer may designate in writing to SS7ware a third party to report Errors on behalf of Customer; provided, that Customer and such third party first execute a confidentiality agreement that is at least as protective of SS7ware's Confidential Information as is required by the General Terms.

7.0
TERM. These Software Support Terms and the support services granted herein shall remain effective as defined in Proforma Invoice and the term will be effective after receiving the payment for the Proforma Invoice. SS7ware will provide Customer free support for the first six (6) months after the license was acquired. At least one month before the expiration of the 6-month “free-of-charge” period, SS7ware will notify Customer of the expiration of the “free of charge” period along with the proforma invoice including the cost of the support service for the following year from the expiration of the 6-month “free of charge” period. If Customer wishes to extend the support period for the following year, Customer has to pay the proforma invoice thus issued up to the expiration of the 6-month free period. If Customer pays the full proforma invoice at the indicated maturity, SS7ware will provide support services continuously for a period of one year. If Customer does not pay the full proforma invoice and makes partial payments of the proforma invoice until the due date, SS7ware will no longer provide support services and Customer is not entitled to the refund of the partially paid amounts, which are retained by SS7ware for the conventional damage suffered, without having to prove any damage. In the continuity of support services, using the same advance payment procedure with payment due until the expiry of the previous (ending) period, Customer shall be billed for subsequent one (1) year periods of Software Support at least sixty (60) days prior to the end of the then-current period with the issuance of an invoice sent to Customer. On each anniversary of Software Support prior to renewal, the Software Support Terms may be changed by SS7ware in its sole discretion provided that such changes do not materially adversely affect the support provided by SS7ware with respect to Customer’s Software Support Period

8.0
REINSTATEMENT. In the event the Customer chooses not to renew the Software Support and subsequently elects to reinstate the Software Support, Customer shall pay a reinstatement fee to be reasonably determined by SS7ware. In addition, on renewal, Customer must purchase Software Support for Software Support Periods of at least one (1) year at SS7ware's then-current pricing.

9.0
PAYMENTS. Payment and paymentefined in the General Terms and Conditions.

10.
CONFIDENTIALITY. Any information provided by SS7ware to Customer under or in connection with these Software Support Terms is licensed under the terms of the Standard Agreement and is Confidential Information of SS7ware, subject to the terms of this Agreement.

Hardware Support Terms


These Hardware Support Terms are pursuant to the Standard Agreement between SS7ware and Customer and set forth the terms pursuant to which Customer may receive maintenance and support for SS7ware Hardware.

1.0
Definitions. For purposes of these Hardware Support Terms, capitalized terms shall be as defined in the General Terms and Conditions mentioned above and Software Support Terms mentioned above except that all references to “SS7ware Software” shall be replaced by “SS7ware Hardware” for purposes of these Hardware Support Terms.

2.0
SUPPORT SERVICES. SS7ware shall use commercially reasonable efforts to provide support for the SS7ware Hardware as follows:
  • Email Support during SS7ware regular business houses (8AM to 6 PM GMT+2 ) in accordance with the standard priority levels and response times set forth in Section 3 of these Harware Support Terms.

  • Updates to SS7ware Hardware as deemed necessary by SS7ware.

3.0
SEVERITY LEVELS. SS7ware will exercise commercially reasonable efforts to diagnose and correct any Error reported by Customer in the current unmodified release of the SS7ware Hardware in accordance with the following severity level and response times reasonably assigned to such Error by SS7ware, at SS7ware's sole discretion:

Severity LevelDescription
1A severity one Error means (i) production system is severely impacted and completely shutdown, or (ii) system operations or mission critical applications are down.
2The SS7ware Hardware is usable, but functionality is degraded or restricted causing some impact to Customer’s business operations.
3Operational performance of SS7ware Hardware is impaired while most business operations remain functional.
4Request for information or assistance of SS7ware or product capabilities, installation, configuration or feature request. There is no impact to Customer’s business operations.


Service Level Production SupportDescriptionSev 1Sev 2Sev 3Sev 4
Response TimeSS7ware initial response after receiving email notification12 Hrs24 Hrs36 Hrs48 Hrs
Replacement TimeReplacement time for Product or components of the Product is a variable element and varies from country to country due to customs and other legal requirements.
SS7ware will use the highest level of expedited shipping reasonable and commercially available.
6-8 weeks


4.0
EXCLUSIONS. SS7ware will not be obligated to support altered, damaged or modified SS7ware Hardware or SS7ware Hardware problems caused by Customer’s negligence, abuse or misapplication, use of the SS7ware Hardware other than as specified in the corresponding Documentation, or other causes beyond the control of SS7ware. SS7ware's support obligation shall immediately cease with no liability in the event customer opens the SS7ware Hardware for any reason, adds or installs any hardware or software (other than as permitted under this Agreement) on the SS7ware Hardware, or modifies any component of the SS7ware Hardware.

5.0
TECHNICAL SUPPORT CONTACTS. Customer shall designate up to four (4) individuals by written notice to SS7ware to serve as contacts (“Technical Support Contacts”) to communicate with SS7ware on technical issues related to the SS7ware Hardware. Customer may change these Technical Support Contacts upon notice to SS7ware but SS7ware will have no obligation to respond to any requests or inquiries from any Customer personnel other than the Technical Support Contacts then designated by Customer. To enable identification of problems, Customer’s Technical Support Contacts are required to assist SS7ware technical support staff until problem resolution. Required Customer activities may include logging into Customer’s systems for diagnosis of problems, downloading and installation of software patches, acquisition and transfer of system logs/files, modification of software design and configuration information, re-installation of existing hardware, assistance with installation of new replacement hardware and participating in tests for fixes. Customer may designate in writing to SS7ware a third party to report Errors on behalf of Customer; provided, that Customer and such third party first execute a confidentiality agreement that is at least as protective of SS7ware's Confidential Information as is required by the General Terms.

6.0
TERM. These Hardware Support Terms and the support services granted herein shall remain effective as defined in the General Terms and Conditions. The term will be effective from the date of receiving the payment stated in the Proforma Invoice. SS7ware will provide Customer free support for the first six (6) months after the product was acquired. At least one month before the expiration of the 6-month “free-of-charge” period, SS7ware will notify Customer of the expiration of the “free of charge” period along with the proforma invoice including the cost of the support service for the following year from the expiration of the 6-month free of charge. If Customer wishes to extend the support period for the following year, Customer must pay the proforma invoice thus issued up to the expiration of the 6-month free period. If Customer pays the full proforma invoice at the indicated maturity, SS7ware will provide support services continuously for a period of one year. If Customer does not pay the full proforma invoice by the due date, SS7ware will no longer provide support services and Customer is not entitled to the refund of the partially paid amounts, which are retained by SS7ware. Customer shall be billed for subsequent one (1) year periods of Hardware Support at least sixty (60) days prior to the end of the then-current period with the issuance of an invoice sent to Customer. On each anniversary of Hardware Support prior to renewal, the Hardware Support Terms may be changed by SS7ware in its sole discretion provided that such changes do not materially adversely affect the support provided by SS7ware with respect to Customer’s Hardware Support Period.

7.0
REINSTATEMENT. In the event Customer chooses not to renew the Hardware Support and subsequently elects to reinstate the Hardware Support, Customer shall pay a reinstatement fee to be reasonably determined by SS7ware. In addition, on renewal, Customer must purchase Hardware Support for Hardware Support Periods of at least one (1) year at SS7ware's then-current pricing.

8.0
PAYMENTS. Payment and payment terms are defined in the General Terms and conditions.

9.0
CONFIDENTIALITY. Any information provided by SS7ware to Customer under or in connection with this Hardware Support Terms is licensed under the terms of the Standard Agreement and is Confidential Information of SS7ware subject to the terms of the Standard Agreement.