|
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 manufacturers service technician to visit and perform machine 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, 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 Purchase owns the Equipment to which the
<br /> software relates, and agrees to hold in confidence all technical and trade secret information including, 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 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 /> h. Any items or services not specifically described in section 3 , above.
<br /> 6. CHARGES
<br /> Charges for services provided under this Agreement are invoiced on an annual basis and are payable by Purchaser upon
<br /> receipt of invoice. All other charges hereunder are likewise payable by Purchaser on receipt of invoice. Invoice
<br /> amounts not paid by Purchase within thirty (30) days from the date of invoice shall be deemed delinquent, and shall be
<br /> subject to a finance charge at the rate of 18% per annum, or the highest rate allowed by applicable law, whichever is
<br /> lower. Furthermore. Replay's obligations hereunder during the Term, and during any renewal thereof, shall commence
<br /> only after receipt of full payment by Purchaser of the invoice for said Term, and Replay may suspend service hereunder
<br /> during any period in which payment of any invoice is delinquent. If the continuity of coverage under this Agreement
<br /> (or between the date of termination of the original manufacturer' s warranty and the date of commencement of the initial
<br /> Term of this Agreement) is interrupted or suspended due to non-receipt of payment from the Purchaser, or for any
<br /> 2
<br /> ss/replay.serviceag. 10.7.03
<br /> Revised: 11 /06/06
<br />
|