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Service Agreement Page Two
<br /> 3 . TITLE
<br /> Title to all documentation and software relating to the covered equipment, shall remain with Replay Systems or its supplier. The
<br /> Purchaser, as licensee, acknowledges that all such documentation and software are proprietary and confidential, and will hold in
<br /> confidence all such information, except as may be required by the Florida public records law. Consequently, Replay Systems, or
<br /> its supplier, will retain full title to the software. The Purchaser will have the right to use such software as long as it owns the
<br /> product, and agrees to hold in confidence, except as may be required by the Florida public records law, all technical and trade
<br /> secret information including, without limitation, the content of and information relating to software, including source code, object
<br /> code, software updates supplied by Replay Systems in respect thereto and all subsequent modifications of code made by Replay
<br /> Systems pursuant to maintenance and/or diagnostic evaluation. The purchaser ensures that access to such information will be
<br /> limited to employees who, in the Purchaser' s opinion, must have access in order to use the system effectively.
<br /> 4 . EXCLDSIONS
<br /> Replay Systems' services to the Purchaser do not include :
<br /> a. Electrical work external to the equipment;
<br /> b . Maintenance of accessories, attachments, machines, or other devises not furnished by Replay Systems;
<br /> C. Repair of damages resulting from accident, neglect, or misuse, fluctuations of temperature or humidity, failure
<br /> of electrical power, lightening, or causes other than ordinary use, or resulting from maintenance or repair of the
<br /> equipment by persons other than Replay Systems personnel or its authorized representatives;
<br /> d . Painting or refinishing, making specific changes, or performing services connected with relocation of
<br /> 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 connection to
<br /> equipment not supplied by Replay Systems.
<br /> 5 . CHARGES
<br /> Charges for service provided under this Service Agreement are invoiced on an annual basis and are payable upon receipt of
<br /> invoice. The first annual Service Agreement becomes effective immediately following the warranty period, contingent upon
<br /> receipt of payment in full. If the continuity of Warranty/Service Agreement coverage is interrupted due to non-receipt of payment
<br /> from the Purchaser, Replay Systems may require an on-site evaluation in order to determine the condition of the Purchaser's
<br /> equipment before a new Service Agreement goes into effect. The cost of parts, labor, and travel to evaluate the equipment under
<br /> these circumstances, and all expenses incurred in order to return the system to serviceable standards of operation as deemed
<br /> necessary by Replay Systems, will be responsibility of the Purchaser, except that travel expenses shall not exceed those set forth
<br /> in Section 112 . 061 , Florida Statutes (2001 ), as may be amended.
<br /> 6 . GENERAL
<br /> a. Replay Systems' obligations hereunder are subject to delays caused by labor difficulties, fires, casualties and accidents,
<br /> acts of the elements, acts of a public enemy, transportation difficulties, inability to obtain its equipment, materials, or
<br /> qualified labor sufficient to fill its orders; government interference or regulations; and other causes beyond Replay
<br /> Systems' control .
<br /> b . Any or all of Replay Systems' rights or obligations under this Service Agreement may be assigned by Replay Systems
<br /> with notice to the Purchaser, and will be exercised by any assignee thereof.
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