1.
TERM OF AGREEMENT:
- This
Agreement shall be in effect on the day the
office management software is initially installed
and shall extend for the period as specified
on your original purchase agreement. To prevent
a lapse in your Agreement, you will be billed
approximately thirty days prior to the termination
of this, and all subsequent, Agreements for
an additional three month period. Your canceled
check shall serve as a receipt. Should this,
or any subsequent, Agreement expire, the client
will be subject to a reinstatement fee to resume
support. Should this, or any subsequent, Agreement
expire, the client may also be required, at
our option, to upgrade software and support
to the then current release level. This expense
would be the responsibility of the client;
and
- Compulink shall have no obligation to renew
this Agreement, however, it may offer to do
so at its then current rates, terms, and conditions.
2.
SERVICE DESCRIPTION, LOCATION, AND HOURS:
- This
Agreement covers all reasonable questions pertaining
to the installation and operation of any properly licensed
COMPULINK ADVANTAGE Office Management Software
product;
- This
Agreement makes available all software updates.
Software updates shall mean any revisions to
the software,
which are specifically made to enhance, improve
upon, or correct a software anomaly. Updates
willbe written at the discretion of COMPULINK;
- All
services herein are to be performed on COMPULINK
premises unless otherwise deemed appropriate
by COMPULINK;
and
- Services
covered under this Agreement are available
only during the hours of 6:00 A.M. to 5:30
P.M. PST, Monday
through Friday, excluding company holidays.
3.
SERVICES NOT PROVIDED:
COMPULINK
shall not provide services under this Agreement
including, but not limited to, the following:
- Advice
on programming or program modifications to
any COMPULINK software;
- Recovery
of lost or damaged data caused, directly or
indirectly, by any hardware, operating system,
software, or
network component failure (these services available
for an additional fee);
- Replacement
manuals or other distribution literature (available
for an additional fee);
- Advice
on operating systems "OS" (i.e. Windows
'95,'98, 2000, NT, Terminal Server)
or other software products (i.e. PcAnywhere,
WinWord, Excel, etc.) not developed
by COMPULINK (available under separate
System Alliance Agreement);
- Advice
on Network Setup and Configuration such as
File Servers, Print Servers, Communication
Protocols, etc. (available under separate System
Alliance Agreement);
- Configuration
of peripheral devices (Provided at no cost
if purchased from Compulink or available under
separate System Alliance Agreement);
- Advice
on Internet Service Providers (ISPs), Dial
Up Connections, and Browsers (available under
separate System Alliance Agreement); and
- Additional
On-Site Training (available for an additional
fee).
4.
EXCLUSIONS:
COMPULINK
shall not be obligated to provide the services
required by this Agreement if:
- The
software or associated databases/files have
been modified by anyone other than COMPULINK
or its authorized
agent or external data modification via a non-COMPULINK
product has occurred;
- The
software failure resulted from external factors,
including but not limited to, loss or damage
resulting from the
elements, misuse, abuse, or the operation of
the software in improper or unauthorized hardwareenvironments,
such as, but not limited to, defective hardware
or networking components, improper system configuration,
inadequate power source, static electricity,
or excessive interference caused by external
sources;
- The
service is necessitated to comply with changes
in the regulations of any governmental body
or agency;
- The
copy protection device provided ( DOS product
only ) with the original software has been
tampered with or
is missing for whatever reason;
- The
client, or their representative, uses or displays
abusive language/inappropriate behavior when
in communication
or contact with Compulink staff members or
representatives; or
- The
client is delinquent in payment of outstanding
balance due to COMPULINK.
5.
LIMITATION OF LIABILITY:
- COMPULINK,
in its sole discretion, may replace the software
covered by this Agreement, if it is deemed necessary;
- In
no event shall COMPULINK be liable for any
delays in rendering services covered by this
Agreement unless otherwise indicated in separate
COMPULINK documentation;
- COMPULINK's
maximum liability under this Agreement shall
be limited to the cost of this agreement for which
the disputed service was provided;
- Except
for the limited warranties stated above, COMPULINK
disclaims all warranties of any kind with regard to
the subject matter hereof, the service to be
provided by COMPULINK, and other materials
to be supplied byCOMPULINK including, without
limitation, any implied warranty of merchantability
and fitness for aparticular purpose; and
- COMPULINK
shall have no liability or responsibility to
client or any other person or entity with respect
to any liability,
loss, or damage caused, or alleged to be caused,
directly or indirectly, by COMPULINK software
orservice including, but not limited to, any
interruption of service, loss of business or
anticipatory profits, orconsequential damages
resulting from the use or operation of the
software, and in no event shall COMPULINKbe
liable for loss of profits or any indirect,
special, or consequential damages arising out
of any breach ofthisAgreement.
6.
TERMINATION:
- If,
during the term of this Agreement, any of the
covered software is modified or damaged as
a result of its unauthorized
use, COMPULINK shall have the option, at its
own election, to terminate this Agreement;
- In
the event of termination, COMPULINK shall refund
to the client, the lesser amount of either
the total cost for
this Agreement less COMPULINK's cost incurred
in servicing said client, or a pro-rated amount
equal tothe percentage of time remaining under
this Agreement times the total cost of this
Agreement; and
- In
addition, an administrative handling charge,
not to exceed ten percent (10%) of the annual
cost of this Agreement,
shall be paid by the client in all terminations.
GENERAL:
- This
Agreement is the entire agreement between the
parties, and shall supersede all prior agreements
and understandings
between the parties concerning the subject
matter herein. This Agreement may be modifiedonly
by a written agreement signed by duly authorized
persons for each party;
- If
any provision or provisions under this Agreement
shall be held invalid, illegal, or unenforceable,
the validity, legality, and enforceability
of the remaining provisions shall not in any
way be affected or impaired thereby; and
- The
laws of the State of California shall
govern this Agreement.
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