KATALON SUPPORT POLICY

The following support policy (“Support Policy”) describes the terms and conditions under which Katalon, LLC (“Katalon”) provides support services for Katalon software (“Katalon Support”). In order to purchase Katalon Support, you must fill out the information on the online registration page (“Registration Page”) and accept the terms and conditions, including this Support Policy, applicable to Katalon Support, in the manner indicated on the Registration Page. The Registration Page for Katalon Support where you contains the details regarding the fees you pay and contains other relevant terms and conditions. If you have not purchased Katalon Support, then the only support you receive is indicated in your license agreement for the Katalon software. The term “Agreement” refers to the terms on the Registration Page and this Support Policy. Any capitalized terms not defined in this Support Policy have the meanings assigned to them elsewhere in the Agreement.

  1. Support Requests. After you have subscribed to Katalon Support, Katalon will provide the support account(s) to log in the support portal at https://support.katalon.com (“Support Portal”). You can submit, view and manage your support requests any time through the Support Portal. Katalon Support does not include phone or email support. Below are the three types of requests that you may submit:

Katalon strives for timely initial responses to your requests with a target of 24 hours during Katalon’s business days for a single request submitted by Business Support and a target of 12 hours for a single request submitted by Enterprise subscriber during a business day. It may take up to 48 hours during Katalon’s business days for the initial response for multiple requests submitted by you during a business day.

  1. Online Resources. Katalon makes available online support documentation at its online resource portal located at https://www.katalon.com/resources-center/. Community support and discussion forums are available at https://forum.katalon.com/
  1. Limitations & Exclusions. Katalon is not responsible for: (i) problems arising out of use of the Katalon software by you that is improper or inconsistent with the documentation, this Agreement or your license agreement for the Katalon software; (ii) problems arising out of any data, network, database, hardware, or operational or environmental factors not within the direct control of Katalon; or (iii) failure by you to fulfill any of your responsibilities set forth in Section 4 below; (iv) issues in versions of the Katalon software other than the then-current version or the version immediately prior; or (v) errors or defects that are not reproducible by Katalon or that do not materially affect the operation of the Katalon software.
  1. Your Responsibilities. In order for Katalon to provide Katalon Support, you shall:

(a) afford Katalon reasonable access to and use of the Katalon software and your environment as may be necessary to diagnose and repair any Errors;

(b) permit Katalon to use and access the log files generated by Katalon software;

(c) use reasonable efforts to resolve issues with the Katalon software using the online resources described above before contacting Katalon with a support request;

(d) update your Katalon software to the latest version within a reasonable period after its release;

(e) assure proper hardware configuration and installation for Katalon software and support and maintain the hardware, software and systems on which Katalon software is installed; and

(f) adequately back-up your data and systems.

  1. Fees and Payment. In consideration for receiving Katalon support, you shall pay Katalon the support fees set forth on your Registration Page via the manner indicated on the Registration Page (EFT or otherwise). You shall pay interest in the greater of 1.5% per month or the highest amount allowed by law on any amounts not received when due. The fees are exclusive of all taxes, and you shall pay all taxes, duties or charges of any kind imposed by any taxing authority for the amounts due under this Agreement, excluding taxes based solely on Katalon’s income. All fees are nonrefundable.
  1. Suspension. Katalon may suspend your Katalon Support for any violation of this Agreement or if Katalon reasonably believes that your activity is harming delivery the Katalon Support to others or the rights or property of any person. You acknowledge that you will not have access to Katalon Support during any suspension. Katalon may exercise the rights in this Section prior to exercising the termination provisions of this Agreement and without prior written notice to you. Unless the Agreement is terminated, Katalon will remove the suspension upon resolution of the cause of the suspension.
  1. Term and Termination.

(a) Term. Unless earlier terminated as set forth below, the term of Katalon Support is for one year from the date you enter into the Katalon Support subscription via the Registration Page, and the term will renew for consecutive one year periods provided you continue to pay the annual support fees, unless you cancel Katalon Support by notifying Katalon via your Katalon account page at least 30 days prior to the date of renewal. Katalon may sunset Katalon Support by providing notice to you at least 90 days in advance of the next renewal period.

(b) Termination. A party may terminate this Agreement upon the other party’s material breach of any of the terms contained in this Agreement which is not cured 30 days after receiving notice of the breach as provided below in Section 10. In addition, this Agreement will terminate immediately upon termination of your license to the Katalon software.

(c) Effect of Termination.Termination of this Agreement does not affect your license agreement for the Katalon software. Immediately upon expiration or termination of this Agreement for any reason, the Katalon Support will stop and you shall pay Katalon all amounts owed under this Agreement. Sections 3, 7(c), 8, 9, 11, 12 13 and 14 survive expiration or termination.

  1. Disclaimers. KATALON MAKES NO, AND DISCLAIMS ALL, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  1. Limitation of Liability. IN NO EVENT WILL KATALON OR ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE FEES YOU PAY KATALON UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD PRECEDING YOUR CLAIM.  IN NO EVENT WILL KATALON OR ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE KATALON SOFTWARE, KATALON SUPPORT OR THIS AGREEMENT, EVEN IF KATALON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS PARAGRAPH MAY NOT APPLY TO YOU.
  1. Communications. General questions and communications regarding the Katalon software and Katalon Support can be made via the means provided at the Support Portal. Any notices to Katalon regarding this Agreement should be made to legal@kms-technology.com. Katalon may contact and notify you at the email address provided on the Registration Page and as updated by you via the Support Portal. You are required to keep your contact information current.
  1. Governing Law and Language. This Agreement is governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The official language of this Agreement is English.  All contract interpretations, notices and dispute resolutions shall be in English.  Translations of any of these documents are not to be construed as official or original versions of the documents.
  1. Dispute Resolution. If you are organized under a state or territory of the United States, then all disputes regarding this Agreement will be settled exclusively in any court of competent jurisdiction located in Fulton County, Georgia.  Each party hereby consents and submits to the in personam jurisdiction of such courts.  Each party hereby waives any objection based on forum non conveniens and any objection to venue of any action instituted under this Agreement to the extent that an action is brought in the courts identified above.  Otherwise, all disputes regarding this Agreement shall be finally resolved by binding arbitration before a single arbitrator pursuant to the then-existing Rules of Conciliation and Arbitration (“Rules”), and under the auspices, of the International Chamber of Commerce (“ICC). The arbitrator shall be knowledgeable in the chosen law and the software industry. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for the decision. The arbitrator shall have the authority to determine issues of arbitrability and to award damages as permitted by this Agreement. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings will take place in Atlanta, Georgia. Judgment on the arbitration award may be entered in any court having jurisdiction.  Notwithstanding the foregoing, Katalon may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) as necessary to enforce its rights in its intellectual property.
  1. Limitation of Actions. No action arising out of this Agreement, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.
  1. Miscellaneous. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. Katalon may change this Support Policy at any time by posting a new Support Policy online; you should check Katalon’s site periodically for the latest Support Policy. Otherwise, no waiver or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the parties.  No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy.  A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of this Agreement requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. You may not assign, sublicense, or transfer this Agreement without the prior written consent of Katalon.  Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void.