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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 .
<br /> The Purchaser, as licensee , acknowledges that all such documentation and software are proprietary and confidential , and will
<br /> hold in confidence all such information , except as may be required by the Florida public records law . Consequently , Replay
<br /> Systems , or its supplier, will retain full title to the software . The Purchaser will have the right to use such software as
<br /> long as
<br /> it owns the product, and agrees to hold in confidence, except as may be required by the Florida public records law, all
<br /> technical and trade secret information including, without limitation , the content of and information relating to software ,
<br /> including source code, object code , software updates supplied by Replay Systems in respect thereto and all subsequent
<br /> modifications of code made by Replay Systems pursuant to maintenance and/or diagnostic evaluation . The purchaser ensures
<br /> that access to such information will be limited to employees who, in the Purchaser ' s opinion , must have access in order to
<br /> use
<br /> the system effectively .
<br /> 4 . EXCLUSIONS
<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 ,
<br /> failure of electrical power, lightening, or causes other than ordinary use , or resulting from maintenance or
<br /> repair of the 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
<br /> payment from the Purchaser, Replay Systems may require an on - site evaluation in order to determine the condition of the
<br /> Purchaser' s equipment before a new Service Agreement goes into effect. The cost of parts , labor, and travel to evaluate the
<br /> equipment under these circumstances , and all expenses incurred in order to return the system to serviceable standards of
<br /> operation as deemed necessary by Replay Systems , will be responsibility of the Purchaser, except that travel expenses shall
<br /> not exceed those set forth 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
<br /> accidents, acts of the elements , acts of a public enemy , transportation difficulties, inability to obtain its equipment,
<br /> materials , or qualified labor sufficient to fill its orders ; government interference or regulations ; and other causes
<br /> beyond Replay Systems ' control .
<br /> b . Any or all of Replay Systems' rights or obligations under this Service Agreement may be assigned by Replay
<br /> Systems with notice to the Purchaser, and will be exercised by any assignee thereof.
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