General Terms and Conditions for SYSPRO 2022 Promotional Offer

Promotional Period: October 1, 2022, through December 15, 2022, PST.

GENERAL. These general terms and conditions (the “Terms and Conditions”) apply to participation in SYSPRO Impact Software Inc. (“SYSPRO”) Promotional Offer (the “Promotional Offers”). This Promotional Offers shall only be valid for sales during the Promotional Period.

SYSPRO reserves the right to both change these Terms and Conditions from time to time and/or to terminate the Promotional Offers at any time and without prior notice. The failure by SYSPRO to enforce any provision of these Terms and Conditions shall not constitute a waiver of that provision. Participation in the Promotional Offers is considered acceptance of these Terms and Conditions. Promotional Offers are not available in conjunction with any other offer from SYSPRO.

GENERAL ELIGIBILITY REQUIREMENTS.

To be eligible for the Promotional Offers, you must be an existing active customer in good standing and in compliance with the Terms and Conditions and any other applicable terms and conditions related to the license of software or purchase of services. SYSPRO reserves the right to modify, limit or restrict participation in the Promotional Offers to any person at any time for any reason and without notice. New site sales do not apply to this Promotional Offer. Participant eligibility shall be determined by SYSPRO at its sole discretion. The usage of any SYSPRO or ISV software shall be pursuant to the SYSPRO or ISV license agreement and the performance of any consulting services by SYSPRO or ISV personnel shall be pursuant to a SYSPRO or ISV services agreement and any agreed-upon statement of work.

PROMOTION OFFERS.

SYSPRO Core modules: 20% off

Trade Promotion Management
Inventory Forecasting
Engineering Change Control (ECC)
Quotations & Estimating
Landed Cost Tracking

insightsoftware: 3 additional months free on an annual 12-month subscription of Spreadsheet Server
Dash: 3 additional months free on an annual 12-month subscription of AP robot by Dash - only on the monthly fee
CADLink: Subscription promotion – 3 additional months free on an annual 12-month subscription; Perpetual promotion – 20% off
uniPoint: 25% off the product
Avalara: 20% off, plus 2 extended months added to contract on orders totaling $10k or more.
Automated Payables for SYSPRO, powered by Priority CPX: 6 free months of service – only on the monthly fee

PROMOTION RULES.

Promotional offers do not apply to current subscriptions or renewals, however, increases to current subscriptions or renewals will be allowed.

If applicable, ALF will be calculated on the current SYSPRO list price (pre-discount).

Discount is not applicable to ALF.

If the module license has a dependency requirement, the requirement is not part of the promotion.

Discounts do not apply to integrations or connectors.

Additional Terms and Conditions for SYSPRO Partners/Resellers.

Discount applied before margin.

DISCLAIMER AND LIMIT OF LIABILITY. SYSPRO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY PARTICIPANT’S PARTICIPATION IN PROMOTIONAL OFFERS INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  ALL PROMOTIONAL OFFERS ARE PROVIDED “AS-IS.” NEITHER SYSPRO NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES (THE “SYSPRO PARTIES”) SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE, COST, OR INJURY THAT ARISES FROM OR RELATES TO PARTICIPATION IN A PROMOTIONAL OFFER.

SYSPRO RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE, TO SUSPEND OR CANCEL PROMOTIONAL OFFERS, ALTER THE RULES OR CANCEL OR SUBSTITUTE ANY OF THE OFFERS FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, IF AT ANY TIME A COMPUTER VIRUS, TECHNICAL PROBLEM, OR OTHER UNFORESEEABLE OR UNCONTROLLABLE EVENT ALTERS OR CORRUPTS THE ADMINISTRATION OF THE PROMOTIONAL OFFERS.

IN NO EVENT SHALL SYSPRO OR ANY SYSPRO PARTIES BE LIABLE TO THE PARTICIPANT OR ANY THIRD PARTY IN CONNECTION WITH THE PROMOTIONAL OFFERS FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES OR CERTAIN LIMITATIONS OF LIABILITY, THEREFORE, CERTAIN OF THE FOREGOING DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU.

RELEASE. BY PARTICIPATING IN PROMOTIONAL OFFERS, EACH PARTICIPANT RELEASES AND AGREES TO HOLD HARMLESS SYSPRO AND ALL SYSPRO PARTIES  FROM ANY LIABILITY WHATSOEVER FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY, INFRINGEMENT OF PROPRIETARY RIGHTS, RIGHTS OF PUBLICITY OR PRIVACY OR DEFAMATION) ARISING OUT OF OR IN CONNECTION WITH: (I) ACCEPTING PROMOTIONAL OFFERS; OR (II) OTHERWISE ARISING OUT OF OR RELATING TO PROMOTIONAL OFFERS.

MISCELLANEOUS. SYSPRO reserves the right to cancel the eligibility of any Participant who engages in any fraudulent activity or uses the Promotional Offers in a matter inconsistent with these Terms and Conditions, or applicable laws, statutes, or ordinances.  SYSPRO is not responsible for any incorrect or inaccurate information supplied by Participants.

Promotional Offers and these Terms and Conditions are void where any aspect of the Promotional Offers is prohibited, taxed, or otherwise restricted by law or where registration, bonding, local judging, or translation is required. The Promotional Offers are subject to all national, state, and local laws including applicable tax codes. SYSPRO shall not be liable for any failure of or delay in relation to the Promotional Offers for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, or labor disputes, epidemics or pandemics, embargoes, government orders or any other force majeure event.

The section headings contained in these Terms and Conditions are for reference only and shall not in any way affect the meaning or interpretation of these Terms and Conditions.

ARBITRATION. By participating in the Promotional Offers, the Participant agrees to resolve any disputes arising from the Promotional Offers or related to these Terms and Conditions through binding arbitration governed by the Federal Arbitration Act (“FAA”). The arbitration will be conducted under the rules of JAMS that are in effect at the time of the Promotional Offers.  If there is a conflict between the applicable JAMS Rules and the within Terms and Conditions, the Terms and Conditions will govern.

ARBITRATION MEANS THAT THE PARTICIPANT WAIVES HIS OR HER RIGHT TO A JURY TRIAL. ARBITRATION MUST BE CONDUCTED ON AN INDIVIDUAL BASIS. AS A RESULT, NEITHER PARTICIPANT NOR SYSPRO MAY (I) JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER CUSTOMERS; (II) LITIGATE IN COURT A CLASS ACTION OR OTHER LAWSUIT; OR (III) ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

CHOICE OF LAW. The laws of the State of California govern these Terms and Conditions. Should there be a conflict between the laws of the State of California and any other laws, the conflict will be resolved in favor of the laws of the State of California.

PRIVACY. Subject to these Terms and Conditions, Participant information submitted pursuant to   Promotional Offers will be collected and used in accordance with SYSPRO’s Privacy Policy, which can be found here.