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  Support & Update Agreement

 

1. TERM OF AGREEMENT:

    1. 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
    2. 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:

  1. This Agreement covers all reasonable questions pertaining to the installation and operation of any properly licensed COMPULINK ADVANTAGE Office Management Software product;
  2. 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;
  3. All services herein are to be performed on COMPULINK premises unless otherwise deemed appropriate by COMPULINK; and
  4. 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:

    1. Advice on programming or program modifications to any COMPULINK software;
    2. 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);
    3. Replacement manuals or other distribution literature (available for an additional fee);
    4. 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);
    5. Advice on Network Setup and Configuration such as File Servers, Print Servers, Communication Protocols, etc. (available under separate System Alliance Agreement);
    6. Configuration of peripheral devices (Provided at no cost if purchased from Compulink or available under separate System Alliance Agreement);
    7. Advice on Internet Service Providers (ISPs), Dial Up Connections, and Browsers (available under separate System Alliance Agreement); and
    8. 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:

  1. 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;
  2. 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;
  3. The service is necessitated to comply with changes in the regulations of any governmental body or agency;
  4. The copy protection device provided ( DOS product only ) with the original software has been tampered with or is missing for whatever reason;
  5. The client, or their representative, uses or displays abusive language/inappropriate behavior when in communication or contact with Compulink staff members or representatives; or
  6. The client is delinquent in payment of outstanding balance due to COMPULINK.
5. LIMITATION OF LIABILITY:
    1. COMPULINK, in its sole discretion, may replace the software covered by this Agreement, if it is deemed necessary;
    2. In no event shall COMPULINK be liable for any delays in rendering services covered by this Agreement unless otherwise indicated in separate COMPULINK documentation;
    3. COMPULINK's maximum liability under this Agreement shall be limited to the cost of this agreement for which the disputed service was provided;
    4. 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
    5. 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:

    1. 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;
    2. 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
    3. 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:

    1. 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;
    2. 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
    3. The laws of the State of California shall govern this Agreement. 

 

 

 

 

 

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