This Service and Support Policy (the “Support Policy”) is an integral part of the rental or purchase agreement (the “Agreement”) entered into by and between Countable Labs, Inc. (“Countable Labs”) and the lessee or buyer (“Customer”) regarding certain Countable Labs equipment (the “Equipment”) and/or software (the “Software” and together with the Equipment, “Products”), and applies to Customer who is entitled to receive support services (the “Support”) pursuant to the Agreement. Customer is not entitled to any Support unless Customer has ordered and paid for the Support as provided in the Agreement. To the extent Countable Labs has become obligated for providing the Support, the following will apply with respect to Products so long as they remain Countable Labs’s standard terms for support and the Customer is in full compliance with the Agreement. Capitalized terms used herein without definitions shall have the meanings assigned to them under the Agreement.
1. Standard Support.
‍Countable Labs shall provide remote technical support to Customer via email during Countable Labs’s standard business hours (Monday through Friday, 9:00 AM to 5:00 PM Pacific Time), excluding holidays observed by Countable Labs.
2. Response Times.
‍Countable Labs shall use commercially reasonable efforts to respond to support inquiries within one (1) business day; however, response times are not guaranteed and shall not constitute a service level commitment.
3. Resolution Times.
Resolution times will vary depending on the nature and complexity of the Support request. Countable Labs will make reasonable efforts to resolve the issue as quickly as possible, but specific resolution timeframes will be determined on a case-by-case basis.
4. On-Site Service.
‍If a malfunction of the Equipment is determined by Countable Labs to result from a manufacturer defect, Countable Labs shall, at its sole discretion, provide on-site repair or replacement of the affected component at no cost to Customer. If the issue is found to result from misuse, negligence, failure to follow operating guidelines, or unauthorized modification by Customer, all repair or replacement costs—including labor, travel, and parts—shall be invoiced to Customer at the then-applicable Fair Market Value (FMV).
5. Software.
Countable Labs will provide standards updates and upgrades to the Software that it generally provides to other customers without additional charge.
6. Exclusions.
‍Countable Labs shall have no obligation to support: (i) altered, modified, or damaged Products, (ii) any Product (or a portion thereof) incorporated with or into other software and/or hardware not provided or authorized by Countable Labs or where such incorporation is not pursuant to the applicable documentation or user manuals; (iii) any Software that is not the then-current release or immediately previous sequential release; (iii) Product problems caused by Customer’s negligence, abuse or misapplication, use of Products other than as specified in Countable Labs’s documentation or user manuals or other causes beyond the control of Countable Labs; (iv) Software installed on any hardware that is not supported by Countable Labs; or (v) third party products not provided by Countable Labs. Services beyond standard troubleshooting, including expedited support, preventive maintenance, or support for issues arising from use of non-approved consumables or reagents, are not included under this Policy and shall require a separate service agreement executed by the parties.
THIS SUPPORT POLICY CONSTITUTES A SERVICE CONTRACT AND NOT A PRODUCT WARRANTY. THE SUPPORT SERVICES DESCRIBED IN THIS SUPPORT POLICY SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY ISSUES, DEFECTS, OR NONCONFORMITIES RELATED TO THE PRODUCTS. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT ITS SOLE RECOURSE FOR ANY DISSATISFACTION OR PROBLEMS WITH THE PRODUCTS OR THE SUPPORT SERVICES SHALL BE THE PROVISION OF SUPPORT SERVICES AS SET FORTH HEREIN.