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<br /> Under this ;A �� rcrn � rnl . IZcpIIc ,oI � cs to work toward giving your Equipment availability approaching 100%. To do
<br /> this, Replan man _ hasrd on Irchnical judgments made by Replay ' s service personnel, request to be able to monitor
<br /> machine functions % is its RciOotc Diagnostic Facility ("RDF"), but always with prior knowledge, approval ,
<br /> and
<br /> cooperation ul I ' orcha ,cr. .- AI such lime, Replay may also make changes to the resident software, but never in a way
<br /> that would kuo \ Ningl \ disrupt nornwl operations, violate security, or disturb Purchaser' s records. In addition, Replay
<br /> may, from Iinm Io 11111c . Wconuncnd a11d initiate replacement of suspect component parts at no expense to Purchaser,
<br /> but with Poi
<br /> of minlmiri0g dng ( li cr 1, plilnnncd cooperation regarding replacement work. This will always be done with every intention
<br /> , rupon .
<br /> Finally, if 1Zcpla \ drrni , it ads i ,; ihlc for a manufacturer ' s service technician to visit and
<br /> perform machine or
<br /> operational rcnmdialion on - , itc . such a trip will be initiated by Replay, but with the full knowledge and cooperation of
<br /> Purchaser . I1 , uch a \ i , it is ncrc „ italcd as a result of Equipment defect or normal wear and tear, the full expenses
<br /> for
<br /> such visit, includinti_ per diem . lig ilio cspcnses and all incidental costs relating either to the trip or the service work,
<br />will
<br /> be the respow ihilii .\ of Itcpla � . � � idi 110 cost to the Purchaser. In all other instances, Purchaser shall bear all
<br /> costs and
<br /> expensesa „ ociatcd vv ill , the \ i , it . Purchaser shall maintain on-site environmental conditions as specified by Replay
<br /> on-site represcntati \ c , . I hc , c conditions will be within the common environmental range of all system components.
<br /> 4. TITLE
<br /> Title to all doctmwiitation and ,oI6arc relating to the Equipment shall remain with Replay or its supplier,
<br /> as
<br /> applicable . I ' urcha ,cr. a , liccn ,ec - acknowledges that all such documentation and software are proprietary
<br /> and
<br /> confidential . and will hold in confidence all such information, as well as information concerning maintenance and
<br /> diagnostics . I ' urcha,rr , hill hav c the right to use such software as long as Purchase owns the Equipment to which the
<br /> software rckilcs . and a �� rccs Io hold in confidence all technical and trade secret information including,
<br /> without
<br /> limitation, ilic comcnl of anal intOrniation relating to software, including source code, object code, software updates
<br /> supplied b \ Rrpin \ in rc , pert thcrcio . all subsequent modifications of code made by Replay pursuant to maintenance
<br /> and/or diagno , tic c \ alualion - and all documentation relating to any of the foregoing. Purchaser ensures that access to
<br /> such information mll he lirniitcd to cmplmees who must have access to use the Equipment effectively. The terms,
<br /> provisions, ; md ohlil_� utions 01 ' 111i , scction t shall survive the termination of this Agreement.
<br /> 5. EXCLUSIONS
<br /> Replay ' s sen icc ., to the I ' orrlia,cr hereunder do not include :
<br /> a. Electrical Kwik to Ihr Equipment;
<br /> b. Nl1linlcuancc of accr, uinc,. attachments, machines, or devices other than the Equipment and/or not furnished
<br /> b \ kcpla \
<br /> C. Rcpair of dump ;� e , rr, ulliu �� from : accident, neglect, negligence, intentional conduct, or misuse; fluctuations
<br /> of Irniperalure or huniiditfailure of electrical power; lightning; causes other than ordinary use; or
<br /> m11lnlC11A11CC or rcp ; , ir of Ihr Equipment by persons other than Replay personnel or its
<br /> authorized
<br /> rcprru� ntati � e, :
<br /> d. Painlint) making changes or modifications unrelated to a failure of the Equipment, or
<br /> perforniin ” ,en icc , connrctrd with relocation of Equipment;
<br /> e. Adding) or rcnwm int) acccsorics. attachments, or other devices;
<br /> f. Senic' eS rendered inipraclical due to alterations to the Equipment or because of electrical or
<br /> other
<br /> c01111cclion , to Ihr I : quipnuml 1101 suppliedby Replay;
<br /> g. Ani$ rr product ., a
<br /> M cct > soric, deemed disposable items (i . e., headsets, UPSs, tapes, DVDs, phone couplers,
<br /> logipatche , l
<br /> h. Ani ilciw or ,cn icc, not , prcitiadly described in section 3, above.
<br /> 2
<br /> ss/replay. serviceag. 10 . 7 . 0 ' Replay Service Agreement
<br /> Revised: 05/ 15/08 Level 3
<br />
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