This ManageLM Maintenance Agreement (“Agreement”) governs the maintenance services provided by RCDevs S.A. for ManageLM software and related components.
This Agreement is entered into between RCDevs S.A., a company incorporated under the laws of Luxembourg, having its registered office at 1 Boulevard du Jazz, 4370 Esch-sur-Alzette, Luxembourg (“ManageLM”, “RCDevs”, “we”, “us” or “our”), and the customer purchasing or receiving maintenance services (“Customer”, “You” or “Your”).
This Agreement applies only where the Customer has purchased or is otherwise entitled to maintenance services from ManageLM.
For the avoidance of doubt, this Agreement does not govern technical support, SLA services, incident investigation, troubleshooting commitments, response times or bug investigation services. Such services, if purchased, are governed by a separate agreement.
The Maintenance Services are intended exclusively for professional, commercial, business, organizational, governmental, educational or internal enterprise use.
The Maintenance Services are not intended for consumers or for personal, household or non-professional use.
By receiving or using Maintenance Services, the Customer represents and warrants that it is acting for professional or business purposes and not as a consumer.
“Agent” means the software daemon or local component made available by ManageLM as an open-source component for use with the ManageLM Offering. The Agent is installed in the Customer Environment and may communicate with the ManageLM Platform or another authorized ManageLM component to execute tasks.
“Connected Agent” means an Agent that is connected to, registered with, managed by, communicates with, receives instructions from, sends data to, or is otherwise used with the ManageLM Offering.
“Agreement” means this ManageLM Maintenance Agreement.
“Customer Server” means any physical server, virtual machine, container or supported system owned, operated or controlled by the Customer.
“Documentation” means the user documentation, technical documentation, installation guides, release notes, configuration guides and other written materials made available by ManageLM.
“Fix” means a correction, patch, update, workaround, configuration change, documentation change or other measure made generally available by ManageLM to address an Error or improve the Software.
“Freeware Version” means a version of the Software expressly designated by ManageLM as freeware and made available for free use without a Licence Key or paid subscription, subject to this Agreement and any technical, functional, usage, documentation or other restrictions published by ManageLM.
“Free or Unpaid Offering” means any free, trial, beta, evaluation, demonstration, proof-of-concept, unpaid or no-charge version of the Software, Agent connectivity, feature, Licence Key or related service, including any Freeware Version.
“Licensed Connected Agents” means the maximum number of Connected Agents that the Customer is authorized to use with the ManageLM Offering under the applicable subscription, licence file or written agreement expressly issued or accepted by ManageLM.
“Managed Server” means any Customer Server on which an Agent is installed and configured or operated as a Connected Agent.
“Maintenance” or “Maintenance Services” means the provision of updates, fixes, patches, maintenance releases or new versions if and when made generally available by ManageLM to customers entitled to maintenance.
“Maintenance Entitlement” means the Customer’s right, during the applicable maintenance term, to receive or access Maintenance for the supported Software. A Maintenance Entitlement does not include Technical Support, bug investigation, troubleshooting, incident response, response time commitments or SLA services.
“ManageLM Platform” means the central ManageLM platform, whether hosted by ManageLM as part of a SaaS deployment or installed and operated by the Customer in an on-premise deployment, which provides the portal, management interface, coordination layer, configuration, task management and communication with Connected Agents.
“Platform Server” means the single Customer Server on which the ManageLM Platform is installed and operated in an on-premise deployment, unless otherwise expressly agreed in writing by ManageLM.
“ManageLM Offering” means the SaaS Service, On-Prem Software, ManageLM Platform, Licence Keys, Documentation, Freeware Versions, updates, patches, fixes, maintenance releases, Trial LLMs where made available, Agent connectivity with the ManageLM Offering, and any related components or services provided or made available by ManageLM, depending on the applicable deployment mode. For clarity, Agents are addressed separately in this Agreement.
“SLA” means any separate technical support, service level, incident response, troubleshooting or professional services agreement expressly issued or accepted by ManageLM or by another provider expressly designated or accepted by ManageLM.
“Software” means the ManageLM software covered by a valid licence, active subscription and applicable Maintenance Entitlement, including the ManageLM Platform and any updates, upgrades, fixes, packages, binaries, container images or scripts provided by ManageLM for that software. Software does not include Agents, Customer Data, Customer-created scripts, Customer-created skills, Customer-created prompts, Customer configurations, Third-Party Services, local or third-party LLMs, operating systems, databases, infrastructure, or any software or component not provided by ManageLM.
“On-Prem Software” means the ManageLM software installed and operated by the Customer in the Customer Environment, including the ManageLM Platform and any updates, upgrades, fixes, packages, binaries, container images or scripts provided by ManageLM for that software, but excluding Agents except to the extent expressly stated in this Agreement.
“SaaS Service” means the ManageLM cloud-based or hosted service provided by ManageLM, including the ManageLM portal, management interface, APIs, orchestration layer, routing services, account administration, subscription administration, service communications, Documentation and related online services.
“Supported Version” means a version of the Software that ManageLM designates as supported and that has not reached end of support.
“Customer Data” means any data, files, credentials, configurations, logs, prompts, commands, secrets, outputs, system information, infrastructure information or other information stored, processed, accessed or generated by the Customer or by the Software in the Customer Environment.
“Error” means a reproducible failure of the supported Software to substantially conform to the applicable Documentation, when used in a supported environment and in accordance with the Documentation.
“Licence Key” means any key, file, token, credential, certificate or technical mechanism issued by ManageLM to activate, enable, restrict or control use of the Software.
“Technical Support” means technical support, troubleshooting, bug investigation, incident investigation, support request handling, response time commitments, SLA services or other customer-specific technical assistance provided under a separate agreement.
“Customer Environment” means any systems, servers, virtual machines, containers, networks, storage, databases, operating systems, applications, Customer-Selected Services, LLMs, credentials, cloud accounts, on-premise infrastructure or other environments owned, operated, controlled or used by the Customer.
“Customer-Selected Service” means any LLM, AI provider, model endpoint, inference server, MCP client, cloud service, API, integration, storage service, notification service, operating system, database, infrastructure, software, service or other component selected, approved, configured, connected, provided, operated or used by or on behalf of the Customer, including where ManageLM has provided general information, documentation, compatibility guidance or non-binding recommendations regarding such service.
“LLM” means any large language model, AI model, AI system, inference server, model endpoint or related technology connected to, configured for use with, or used by the Software, whether local, self-hosted, cloud-based, third-party, Customer-selected, or provided as a Trial LLM. LLMs are selected, installed, hosted, operated and configured by the Customer, unless expressly provided as a Trial LLM by ManageLM.
“Trial LLM” means any LLM, AI model, inference endpoint or AI service made available, connected, configured or selected by ManageLM for trial, evaluation, demonstration, testing, onboarding or non-production purposes.
“Third-Party Services” means any software, service, platform, LLM, AI provider, model endpoint, inference server, cloud provider, operating system, package repository, database, identity provider, communication tool, MCP client, API, storage provider or other third-party component or service used with or connected to the Software, ManageLM Offering or Agent connectivity, including Customer-Selected Services.
ManageLM will provide Maintenance for Supported Versions of the Software only where the Customer has an active Maintenance Entitlement, whether Maintenance is included in the applicable subscription or purchased separately, and provided that the Customer complies with this Agreement, maintains a valid licence or active subscription, and pays all applicable fees.
Maintenance may include access to updates, fixes, patches, maintenance releases or new versions if and when made generally available by ManageLM.
Unless otherwise expressly agreed in writing, for on-premise deployments Maintenance applies only to one ManageLM Platform installed on one Platform Server. For all deployment modes, Maintenance applies only up to the number of Connected Agents authorized under the applicable subscription, Licence Key, licence file or written agreement expressly issued or accepted by ManageLM. Maintenance does not include any obligation to maintain, support, troubleshoot or investigate Agents, except to the extent an update or maintenance release for Agent connectivity is made generally available by ManageLM.
Maintenance excludes the services and matters described in Section 6.
ManageLM determines, at its sole discretion, whether to provide a Fix, workaround, patch, update, documentation change, maintenance release or new version.
ManageLM is not obligated to develop any specific feature, enhancement, compatibility update, integration, fix or workaround.
Technical Support, SLA services, incident investigation, troubleshooting or bug investigation services may be available under a separate agreement expressly issued or accepted by ManageLM or by another provider expressly designated or accepted by ManageLM.
If Maintenance is included in the applicable subscription or purchased separately, ManageLM will make available to the Customer generally released updates, patches, fixes, maintenance releases or new versions for the supported Software during the active maintenance term.
New features, modules, editions or major versions may be subject to additional fees or separate licence terms.
ManageLM may change, enhance, modify, discontinue or remove features, modules, APIs, integrations, commands, skills or compatibility with third-party components in future versions, without liability to the Customer, to the maximum extent permitted by applicable law.
The Customer is responsible for installing updates and verifying compatibility with the Customer Environment before production use.
The Customer is responsible for maintaining a Supported Version of the Software.
Unless otherwise stated in the Documentation, support lifecycle policy or written agreement expressly issued or accepted by ManageLM, ManageLM may limit Maintenance to Supported Versions and may discontinue Maintenance for older versions after making a subsequent version available.
ManageLM may define, update or publish supported version and end-of-support policies from time to time.
ManageLM shall not be responsible for issues arising from unsupported, outdated, modified or improperly installed versions of the Software.
The Customer shall:
maintain an active and valid licence or subscription for the Software; maintain an active Maintenance Entitlement, if Maintenance is not included by default; use a Supported Version of the Software; ensure that, for on-premise deployments, the ManageLM Platform is installed on a supported Platform Server; ensure that the ManageLM Offering is used only with up to the authorized number of Connected Agents under the applicable licence; ensure that the Customer Environment meets the requirements specified in the Documentation; maintain adequate and tested backups; test updates, fixes, patches, maintenance releases, configuration changes and new versions before applying them to production systems; ensure that its personnel have sufficient technical knowledge of the Customer Environment; comply with the Documentation and applicable installation, update and configuration instructions; provide information reasonably necessary to verify the Customer’s Maintenance Entitlement, licence scope, Software version and eligibility to receive Maintenance, without creating any Technical Support, troubleshooting, bug investigation or incident investigation obligation for ManageLM.
ManageLM shall not be responsible for delays, failures or inability to provide Maintenance caused by unsupported environments, unlicensed Connected Agents, Connected Agents exceeding the licensed scope, unsupported Platform Servers in on-premise deployments, unsupported Software versions, lack of cooperation, unavailable systems or restrictions imposed by the Customer.
Maintenance does not include Technical Support, SLA services, professional services, training services or any customer-specific assistance, including without limitation:
review, validation, remediation or analysis of penetration tests, vulnerability scans, security audits or third-party security reports; investigation, troubleshooting, response to or resolution of support requests, support tickets, bug reports, incidents, Errors, vulnerabilities or Customer-specific issues; incident response, forensic analysis, malware analysis, emergency support, remote assistance, out-of-hours support, priority support, configuration assistance, deployment assistance, migration assistance, architecture review, training or consulting; support or maintenance for unsupported, outdated, modified, improperly installed or end-of-support versions, or for any issue for which a Fix, patch, update, maintenance release, workaround or new version has been made available by ManageLM and has not been installed or applied by the Customer; support or maintenance for use outside the applicable licence, Maintenance Entitlement, Documentation or supported configuration, including unauthorized Connected Agents, unauthorized ManageLM Platform instances, unsupported environments, non-production instances, high-availability, standby, backup or disaster recovery instances not expressly covered; support or maintenance for Customer Data, Customer Environment, Customer configurations, Customer-created skills, Customer-created prompts, Customer-created scripts, prompts, commands, allowlists, automations, integrations, backups, restored data, Customer credentials, secrets, roles, permissions, approvals, access controls or operational procedures; support or maintenance for Third-Party Services, Customer-Selected Services, Trial LLMs, operating systems, databases, networks, firewalls, storage, hardware, virtualization platforms, cloud platforms, identity providers, package repositories, MCP clients, Customer-selected, local, self-hosted, cloud-based or third-party LLMs, AI providers, model endpoints, inference servers, APIs or integrations, or their availability, security, compatibility, accuracy, performance, configuration, terms, outputs or continued operation; custom development, custom integration, custom scripting, custom skills, custom connectors, managed services, restoration of lost, deleted, corrupted or modified data, or services for systems the Customer is not legally authorized to access or control.
ManageLM may offer excluded services separately, subject to separate fees and written agreement.
Free or Unpaid Offerings are not covered by Maintenance unless expressly agreed in writing by ManageLM.
Any maintenance provided for Free or Unpaid Offerings is provided at ManageLM’s discretion, “as is”, without service level, warranty, response commitment, resolution commitment, maintenance obligation or liability.
ManageLM may modify, suspend, restrict or discontinue Maintenance for any Free or Unpaid Offering at any time, with or without notice, and without liability.
To the maximum extent permitted by applicable law, ManageLM shall have no liability whatsoever arising out of or in connection with any Free or Unpaid Offering or any maintenance provided for such offering. If liability cannot be fully excluded under applicable law, ManageLM’s total aggregate liability shall not exceed ten euros (€10.00).
For the avoidance of doubt, Maintenance does not include any obligation to provide, maintain, support, continue, replace, restore, update or ensure the availability, compatibility, accuracy, performance or continued operation of any Trial LLM, Free or Unpaid Offering, beta feature, preview feature, demonstration feature, evaluation feature or proof-of-concept feature.
Maintenance fees are those specified in the applicable invoice, maintenance plan or written agreement expressly issued or accepted by ManageLM.
Unless otherwise stated in writing, Maintenance fees are non-cancellable and non-refundable.
Failure to pay applicable fees may result in suspension or termination of Maintenance, access to updates, access to fixes, access to patches or other maintenance-related services.
Unless otherwise expressly stated in writing, all fees, prices and charges are exclusive of VAT, sales tax, withholding tax, duties, levies and any other taxes or governmental charges.
Where applicable, such taxes shall be added to the amounts payable by the Customer and shall be paid by the Customer in accordance with the applicable invoice, checkout process or payment terms.
The Customer is responsible for providing accurate billing, tax residency, business status and tax identification information. ManageLM may charge, collect or adjust applicable taxes based on the information provided by the Customer and applicable tax rules.
Any Technical Support, SLA services, chargeable investigation, out-of-scope assistance, professional services, emergency support, priority support, out-of-hours support or on-site assistance shall be governed and billed separately under a separate agreement.
If Maintenance expires, is terminated, is suspended or lapses for non-payment, and the Customer later requests reinstatement of Maintenance, ManageLM may condition reinstatement on payment of applicable reinstatement fees, unpaid fees, fees that would have applied during the lapsed period, and the fees for the then-current maintenance term.
ManageLM is not obligated to reinstate Maintenance after expiry, termination, suspension or lapse, and any reinstatement may be subject to ManageLM’s then-current terms, supported versions, technical requirements and fees.
This Agreement applies during the applicable maintenance term for which the Customer has purchased or is otherwise entitled to Maintenance.
Unless otherwise expressly agreed in writing by ManageLM, Maintenance begins on the effective date specified in the applicable subscription, maintenance plan, licence file or written agreement expressly issued or accepted by ManageLM, and expires at the end of the applicable maintenance term.
Maintenance automatically terminates or becomes unavailable if the Customer’s licence or right to use the Software expires, is suspended or is terminated.
ManageLM may suspend or terminate Maintenance if the Customer:
Upon termination or expiry:
Maintenance Services may require the Customer to download, install or apply updates, fixes, patches, maintenance releases, new versions, workarounds, scripts, packages, Documentation or other maintenance-related materials.
Unless expressly agreed in writing, Maintenance Services do not include remote access to the Customer Environment, review of Customer logs, analysis of Customer configurations, investigation of Customer-specific issues, troubleshooting, bug investigation, incident investigation or any customer-specific technical assistance.
If the Customer provides logs, configuration files, diagnostic information, screenshots, error messages, system information, prompts, commands, outputs or other technical data to ManageLM in connection with Maintenance, the Customer is responsible for ensuring that such information is accurate, necessary, minimized, lawful and appropriate for the relevant purpose.
The Customer shall not provide production secrets, passwords, private keys, credentials, API keys, tokens, special categories of Personal Data, regulated data, confidential customer data or other sensitive information unless strictly necessary for the relevant purpose and expressly requested by ManageLM.
Credentials, secrets, API keys, tokens, passwords, private keys and similar authentication materials stored in fields specifically designed for secret or credential storage may be protected using encryption or equivalent safeguards.
However, logs, screenshots, diagnostic information, configuration files, error messages, system information, prompts, commands, outputs, metadata and other technical materials provided by the Customer to ManageLM in connection with Maintenance may be stored or processed in readable form.
The Customer is responsible for ensuring that credentials, secrets, passwords, private keys, regulated data, confidential information and unnecessary Personal Data are not included in logs, screenshots, diagnostic information, configuration files, prompts, commands, outputs, metadata or other materials that are not specifically designed for secret or credential storage.
The Customer is responsible for redacting, anonymizing, pseudonymizing or minimizing Personal Data and sensitive information before providing it to ManageLM, unless otherwise agreed in writing.
Where ManageLM processes Personal Data on behalf of the Customer in connection with Maintenance, such processing shall be governed by ManageLM’s Data Processing Addendum or another written data processing agreement between the parties.
The Customer acknowledges that updates, fixes, patches, maintenance releases, new versions, configuration changes or Documentation may affect production systems.
The Customer is solely responsible for reviewing, approving, testing and supervising any update, fix, patch, maintenance release, new version, configuration change or Documentation before applying it to production systems.
The Customer shall maintain adequate backups before applying any update, fix, patch, maintenance release, new version, configuration change, recommendation or other maintenance-related instruction.
ManageLM shall not be responsible for damage, downtime, data loss, corruption, security breach or operational impact resulting from the Customer’s installation or application of updates, fixes, patches, maintenance releases, new versions, configuration changes, recommendations or other maintenance-related instructions.
Maintenance is provided on a commercially reasonable efforts basis.
ManageLM does not guarantee that:
Each party may receive confidential information from the other party in connection with Maintenance.
The receiving party shall use confidential information only to perform or receive Maintenance, protect it using reasonable care, and not disclose it to third parties except to employees, contractors, advisors or service providers who need to know and are bound by confidentiality obligations.
Confidential information does not include information that is publicly available without breach, already known without restriction, independently developed without use of confidential information, or lawfully obtained from a third party without confidentiality obligations.
ManageLM retains all rights in the Software, Documentation, Fixes, updates, patches, maintenance releases, workarounds, scripts, tools, diagnostics, recommendations, know-how, methodologies and other materials provided as part of Maintenance.
Any Fix, update, patch, maintenance release, workaround, script, tool or documentation provided by ManageLM is licensed under the same terms as the Software, unless expressly stated otherwise in writing.
This Agreement does not grant any software licence and does not modify, extend or amend the Customer’s rights to use the Software under the applicable software licence agreement.
ManageLM may update or modify this Agreement from time to time.
ManageLM will use reasonable efforts to notify the Customer of material changes to this Agreement by email, publication on the ManageLM website, account notice, invoice notice, renewal notice or other reasonable means.
Unless otherwise stated in the notice, material changes to this Agreement shall take effect thirty (30) days after notice to the Customer.
Where a material change substantially and adversely affects the Customer’s rights under this Agreement during the then-current paid maintenance term, the Customer may object in writing within thirty (30) days of the notice, specifying the reasonable grounds for its objection.
If the Customer timely objects to a material change, and the change is not required for Legal, Regulatory, Security, Compliance, Technical or Operational Reasons, the previous version of this Agreement shall continue to apply to the affected Maintenance, Maintenance Entitlement, updates, fixes, patches, maintenance releases, new versions, workarounds, Documentation, maintenance resources and related maintenance services until the end of the then-current paid maintenance term, unless otherwise agreed by the parties.
At the start of any renewal maintenance term, the then-current version of this Agreement shall apply. If the Customer does not agree to the then-current version of this Agreement, the Customer must not renew and must stop accessing or using the affected Maintenance, Maintenance Entitlement, updates, fixes, patches, maintenance releases, new versions, workarounds, Documentation, maintenance resources and related maintenance services at the end of the then-current paid maintenance term.
ManageLM may implement changes with shorter notice, immediate effect or without prior notice where reasonably necessary for legal, regulatory, security, compliance, technical, operational, continuity, emergency, abuse-prevention, provider, dependency, international transfer, Subprocessor, service provider, processing activity or other urgent reasons, including to comply with applicable law, regulation, regulatory guidance, court order, Supervisory Authority requirement, security requirement, export control requirement, sanctions requirement, data protection requirement, international transfer requirement, third-party dependency requirement, technical requirement, operational requirement or compliance requirement (“Legal, Regulatory, Security, Compliance, Technical or Operational Reasons”).
Where a change is implemented with shorter notice, immediate effect or without prior notice, ManageLM will use reasonable efforts to notify the Customer of the change as soon as reasonably practicable after implementation.
If the Customer objects to a change required for Legal, Regulatory, Security, Compliance, Technical or Operational Reasons, the parties shall work in good faith to address the objection.
If no commercially reasonable solution is available, ManageLM may apply the updated Agreement. The Customer may discontinue the affected Maintenance, Maintenance Entitlement, updates, fixes, patches, maintenance releases, new versions, workarounds, Documentation, maintenance resources or related maintenance services, or terminate the affected part of this Agreement in accordance with this Agreement.
Such discontinuation or termination shall not entitle the Customer to any refund, credit, compensation or damages, except to the extent expressly required by applicable law or expressly agreed in writing by ManageLM.
Once an updated Agreement becomes effective under this section, ManageLM is not required to maintain or apply any previous version of this Agreement, except where the Customer has timely objected and the previous version continues to apply until the end of the then-current paid maintenance term in accordance with this section.
ManageLM is not required to provide alternative contractual terms, maintain previous technical arrangements, modify its technical or business operations, or continue providing legacy maintenance access in order to accommodate a Customer objection.
The Customer’s continued access to or use of Maintenance, Maintenance Entitlement, updates, fixes, patches, maintenance releases, new versions, workarounds, Documentation, maintenance resources or related maintenance services after the effective date of an updated Agreement, or after the start of a renewal maintenance term to which the updated Agreement applies, shall constitute acceptance of the updated Agreement, except where the Customer has timely objected and the previous version continues to apply until the end of the then-current paid maintenance term in accordance with this section.
Where any update, fix, patch, maintenance release, new version, workaround, script, package or other maintenance-related component is installed in the Customer Environment, including in connection with a SaaS or on-premise deployment, if the Customer does not accept an updated Agreement required for continued access to or use of Maintenance, Maintenance Entitlement, updates, fixes, patches, maintenance releases, new versions, workarounds, Documentation, maintenance resources or related maintenance services, the Customer must stop accessing and using the affected Maintenance and related maintenance services and, where required, uninstall, remove, disable or stop using the affected update, fix, patch, maintenance release, new version, workaround, script, package or maintenance-related component no later than the end of the then-current paid maintenance term or any earlier effective date specified for Legal, Regulatory, Security, Compliance, Technical or Operational Reasons.
Each party shall comply with Data Protection Laws applicable to the processing of Personal Data in connection with Maintenance, including Regulation (EU) 2016/679, the General Data Protection Regulation (“GDPR”), where applicable.
For on-premise deployments, the Software is installed and operated within the Customer Environment. Personal Data processed locally within the Customer Environment remains under the Customer’s control and is not processed by ManageLM unless and only to the extent that the Customer makes such Personal Data available to ManageLM.
ManageLM may process limited Personal Data in connection with the business relationship with the Customer, including account administration, billing, payment processing, contractual communications, service communications, renewal notices, invoice communications and other communications related to the Customer’s use of the Software.
Such Personal Data may include, as applicable, names, business email addresses, business contact details, account identifiers, billing information and payment-related information.
Where the Customer provides Personal Data to ManageLM in connection with Maintenance, ManageLM may process such Personal Data only to the extent provided or made available by the Customer for that purpose and in accordance with the applicable Data Processing Addendum or other written data processing agreement between the parties.
For the avoidance of doubt, Technical Support, troubleshooting, bug investigation, incident investigation, SLA services or professional services are not included in Maintenance unless expressly agreed in a separate agreement.
Where ManageLM processes Personal Data on behalf of the Customer, the Customer acts as controller and ManageLM acts as processor. Such processing shall be governed by ManageLM’s Data Processing Addendum or another written data processing agreement between the parties.
Where ManageLM processes Personal Data for its own business purposes, including account administration, billing, payment processing, contractual communications, service communications, legal compliance, security of its own systems or corporate recordkeeping, ManageLM acts as an independent controller.
The Customer shall not provide Personal Data, special categories of Personal Data, production secrets, passwords, private keys, confidential customer data or other sensitive information to ManageLM unless strictly necessary for the relevant purpose and permitted under applicable law.
The Customer is responsible for minimizing, anonymizing, pseudonymizing or redacting Personal Data and sensitive information before providing it to ManageLM, unless otherwise agreed in writing.
MAINTENANCE, MAINTENANCE SERVICES, MAINTENANCE ENTITLEMENTS AND ANY RELATED PRODUCT, SERVICE, COMPONENT, FEATURE, MODULE, FIX, UPDATE, PATCH, MAINTENANCE RELEASE, NEW VERSION, WORKAROUND, DOCUMENTATION, RECOMMENDATION, MATERIAL, INFORMATION OR COMMUNICATION PROVIDED OR MADE AVAILABLE BY MANAGELM IN CONNECTION WITH MAINTENANCE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, UNLESS EXPRESSLY STATED OTHERWISE IN A SEPARATE WRITTEN AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANAGELM DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, RELIABILITY, ERROR-FREE OPERATION, UNINTERRUPTED OPERATION, COMPATIBILITY, OR THAT MAINTENANCE, MAINTENANCE SERVICES OR ANY RELATED ITEM WILL MEET THE CUSTOMER’S REQUIREMENTS.
MANAGELM DOES NOT WARRANT THAT:
MAINTENANCE, MAINTENANCE SERVICES, FIXES, UPDATES, PATCHES, MAINTENANCE RELEASES, NEW VERSIONS, WORKAROUNDS, DOCUMENTATION, RECOMMENDATIONS OR RELATED MATERIALS WILL BE ERROR-FREE, SECURE, UNINTERRUPTED OR FREE FROM VULNERABILITIES; ANY ERROR, DEFECT, BUG, ISSUE OR VULNERABILITY WILL BE IDENTIFIED, INVESTIGATED, CORRECTED OR RESOLVED; ANY FIX, PATCH, UPDATE, MAINTENANCE RELEASE, NEW VERSION, WORKAROUND OR RECOMMENDATION WILL BE AVAILABLE, COMPLETE, SUCCESSFUL OR SUITABLE FOR THE CUSTOMER ENVIRONMENT; ANY AI OR LLM OUTPUT WILL BE CORRECT, SAFE, COMPLETE OR APPROPRIATE; ANY COMMAND, PATCH, REMEDIATION, BACKUP, RESTORE, THREAT RESPONSE, UPDATE, MAINTENANCE RELEASE, CONFIGURATION CHANGE, WORKAROUND OR RECOMMENDATION WILL BE SAFE, CORRECT OR SUITABLE FOR THE CUSTOMER ENVIRONMENT; MAINTENANCE WILL ENSURE COMPATIBILITY WITH ALL SYSTEMS, CONFIGURATIONS, THIRD-PARTY SERVICES, CUSTOMER-SELECTED SERVICES, TRIAL LLMS, LLMS, MCP CLIENTS, DEPENDENCIES OR FUTURE VERSIONS OF THIRD-PARTY COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANAGELM, RCDEVS S.A., ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, PARTNERS, SUPPLIERS, AFFILIATES AND LICENSORS SHALL HAVE NO LIABILITY FOR ANY CLAIM, LOSS, DAMAGE, COST OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, MAINTENANCE, MAINTENANCE SERVICES, MAINTENANCE ENTITLEMENT, THE CUSTOMER’S ACCESS TO OR USE OF MAINTENANCE, OR ANY RELATED PRODUCT, SERVICE, COMPONENT, FEATURE, MODULE, OUTPUT, ACTION, COMMAND, TASK, SKILL, AUTOMATION, INTEGRATION, THIRD-PARTY SERVICE, MATERIAL OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION FIXES, UPDATES, PATCHES, MAINTENANCE RELEASES, WORKAROUNDS, DOCUMENTATION OR RECOMMENDATIONS, WHETHER DIRECTLY OR INDIRECTLY, EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANAGELM, RCDEVS S.A., ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, PARTNERS, SUPPLIERS, AFFILIATES AND LICENSORS SHALL IN NO EVENT BE LIABLE FOR:
The exclusions above are illustrative and shall not limit the general exclusion and limitation of liability set out in this section.
THE FOREGOING EXCLUSIONS APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MANAGELM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT THAT ANY LIABILITY CANNOT BE EXCLUDED UNDER APPLICABLE LAW, MANAGELM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, MAINTENANCE, MAINTENANCE SERVICES, MAINTENANCE ENTITLEMENT, THE CUSTOMER’S ACCESS TO OR USE OF MAINTENANCE, OR ANY RELATED PRODUCT, SERVICE, COMPONENT, FEATURE, MODULE, OUTPUT, ACTION, COMMAND, TASK, SKILL, AUTOMATION, INTEGRATION, THIRD-PARTY SERVICE, MATERIAL OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION FIXES, UPDATES, PATCHES, MAINTENANCE RELEASES, WORKAROUNDS, DOCUMENTATION OR RECOMMENDATIONS, WHETHER DIRECTLY OR INDIRECTLY, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO MANAGELM FOR MAINTENANCE UNDER THIS AGREEMENT, EXCLUDING VAT AND ANY OTHER TAXES, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CUSTOMER FIRST NOTIFIED MANAGELM IN WRITING OF THE CLAIM.
If Maintenance is included in a broader subscription or licence fee and no separate Maintenance fee is identified, ManageLM’s liability for Maintenance shall be limited to the portion of the amounts paid that ManageLM reasonably allocates to Maintenance for the relevant period, excluding VAT and any other taxes.
Amounts paid for VAT, taxes, refunded amounts, credits, chargebacks, third-party services, pass-through costs, professional services, Technical Support, SLA services or services not expressly covered by this Agreement shall not be included in the liability cap, unless expressly stated otherwise in writing.
For Free or Unpaid Offerings, ManageLM’s liability shall be excluded to the maximum extent permitted by applicable law and, in any event, shall not exceed ten euros (€10.00).
The Customer shall defend, indemnify and hold harmless ManageLM, RCDevs S.A., and their respective officers, directors, employees, representatives, partners, suppliers, affiliates and licensors from and against any claims, damages, liabilities, losses, obligations, costs and expenses, including reasonable legal fees and legal costs, arising out of or related to:
This indemnification obligation shall survive termination or expiry of this Agreement and the Customer’s use of Maintenance.
ManageLM shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, riots, strikes, governmental actions, epidemics, pandemics, power failures, internet failures, telecommunications failures, cyberattacks, third-party failures, cloud provider failures, hardware failures or software failures outside ManageLM’s control.
The Customer may not assign, transfer or delegate this Agreement or any rights or obligations under it without ManageLM’s prior written consent.
ManageLM may assign this Agreement to an affiliate, successor, acquirer or in connection with a merger, reorganization, sale of assets or transfer of business.
This Agreement shall be governed by and construed in accordance with the laws of Luxembourg, without regard to conflict of law principles.
Any dispute, controversy or claim arising out of or relating to this Agreement, including its formation, validity, interpretation, performance, breach or termination, shall be subject to the exclusive jurisdiction of the competent courts of Luxembourg-City, Luxembourg.
Notwithstanding the foregoing, ManageLM may seek injunctive, equitable or protective relief before any court of competent jurisdiction to protect its intellectual property, confidential information, security or systems.
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable while preserving its original intent. If modification is not possible, the provision shall be severed and the remaining provisions shall remain in full force and effect.
Failure to enforce any provision of this Agreement shall not constitute a waiver. Any waiver must be in writing and signed by ManageLM.
This Agreement, together with any applicable licence file, maintenance plan, Documentation and written agreement expressly referencing this Agreement, constitutes the entire agreement between the parties regarding Maintenance and supersedes all prior or contemporaneous agreements, proposals, representations or understandings regarding Maintenance.
In case of conflict, the following order of precedence shall apply unless expressly stated otherwise in writing:
1. a signed written agreement between the parties; 2. this Agreement; 3. a licence file or maintenance plan expressly issued or accepted by ManageLM, but only for commercial, subscription, maintenance entitlement, billing or activation details; 4. the Documentation.
For the avoidance of doubt, licence files, maintenance plans, checkout pages, payment confirmations, receipts or billing records shall not modify, supplement or override the legal terms of this Agreement, unless expressly stated in a written agreement signed by ManageLM.
Any purchase order, procurement document, vendor registration form, online procurement portal terms or other document issued by the Customer shall be used for administrative purposes only and shall not modify, supplement or override this Agreement, even if accepted, processed, referenced, signed or otherwise acted upon by ManageLM, and even if such document states that it takes precedence over other terms, unless expressly agreed in a written agreement signed by ManageLM.
RCDevs S.A.
1 Boulevard du Jazz
4370 Esch-sur-Alzette
Luxembourg
Website: https://www.managelm.com
Email: [email protected]