|
l
<br /> � ay
<br /> Under this Agreement, Replay resolves to work toward giving your Equipment availability approaching 100%. To do
<br /> this, Replay may, based on technical judgments made by Replay ' s service personnel, request to be able to monitor
<br /> machine functions via its Remote Diagnostic Facility ("RDF"), but always with prior knowledge, approval , and
<br /> cooperation of Purchaser. At such time, Replay may also make changes to the resident software, but never in a way
<br /> that would knowingly disrupt normal operations, violate security, or disturb Purchaser' s records. In addition, Replay
<br /> may, from time to time, recommend and initiate replacement of suspect component parts at no expense to Purchaser,
<br /> but with Purchaser' s planned cooperation regarding replacement work. This will always be done with every intention
<br /> of minimizing disruption .
<br /> Finally, if Replay deems it advisable for a manufacturer' s service technician to visit and perform machine
<br /> or
<br /> operational remediation on-site, such a trip will be initiated by Replay, but with the full knowledge and cooperation of
<br /> Purchaser. If such a visit is necessitated as a result of Equipment defect or normal wear and tear, the full expenses for
<br /> such visit, including per diem, living expenses and all incidental costs relating either to the trip or the service work, will
<br /> be the responsibility of Replay, with no cost to the Purchaser. In all other instances, Purchaser shall bear all costs and
<br /> expenses associated with the visit. Purchaser shall maintain on-site environmental conditions as specified by Replay
<br /> on-site representatives. These conditions will be within the common environmental range of all system components.
<br /> 4. TITLE
<br /> Title to all documentation and software relating to the Equipment shall remain with Replay or its supplier,
<br /> as
<br /> applicable. Purchaser, as licensee, acknowledges that all such documentation and software are proprietary and
<br /> confidential, and will hold in confidence all such information, as well as information concerning maintenance and
<br /> diagnostics. Purchaser shall have the right to use such software as long as Purchasefowns the Equipment to which the
<br /> software relates, and agrees to hold in confidence all technical and trade secret information including,
<br /> without
<br /> limitation, the content of and information relating to software, including source code, object code, software updates
<br /> supplied by Replay in respect thereto, all subsequent modifications of code made by Replay pursuant to maintenance
<br /> and/or diagnostic evaluation, and all documentation relating to any of the foregoing. Purchaser ensures that access to
<br /> such information will be limited to employees who must have access to use the Equipment effectively. The terms,
<br /> provisions, and obligations of this section 4 shall survive the termination of this Agreement.
<br /> 5. EXCLUSIONS
<br /> Replay' s services to the Purchaser hereunder do not include :
<br /> a. Electrical work external to the Equipment;
<br /> b. Maintenance of accessories, attachments, machines, or devices other than the Equipment and/or not furnished
<br /> by Replay;
<br /> C. Repair of damages resulting from : accident, neglect, negligence, intentional conduct, or misuse; fluctuations
<br /> of temperature or humidity; failure of electrical power; lightning; causes other than ordinary use; or
<br /> maintenance or repair of the Equipment by persons other than Replay personnel or its authorized
<br /> representatives;
<br /> d . Painting or refinishing, making changes or modifications unrelated to a failure of the Equipment, or
<br /> performing services connected with relocation of Equipment;
<br /> e. Adding or removing accessories, attachments, or other devices;
<br /> f. Services rendered impractical due to alterations to the Equipment or because of electrical or
<br /> other
<br /> connections to the Equipment not supplied by Replay;
<br /> g. Any products or accessories deemed disposable items (i .e. , headsets, UPSs, tapes, DVDs, phone couplers,
<br /> logger patches)
<br /> It . Any items or services not specifically described in section 3 , above.
<br /> i . Customer provided servers
<br /> �BwMf--.ti � to ✓s pulp + rrarI
<br /> ss/replay. serviceag. 10. 7. 03 / ( ( � (� rj , Replay Service Agreement
<br /> Revised : 05/ 15/08 Level 2
<br />
|