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<br />1. CUSTOMER
<br />7.1 Customer shall:
<br />(a) ensure that at least one current staff person has been fully trained
<br />on the Software. CSS shall provide Customer with training in the
<br />use of the Software in consideration for the payment of a training
<br />fee at CSS's then current per prevaUing service rates.
<br />(b) designate by written notice a single site and single person as the
<br />point of contact for Support The location of the designated site
<br />may be changed upon 14 days prior notice by the Customer; and
<br />(c) provide particulars of system configuration in sufficient detail to
<br />allow CSS to provide Support and Maintenance to Customer.
<br />(d) Provide adequate education and training facilities, including
<br />CSSroom, networked PCs (at least one for every 2 participants),
<br />networked printing capability, computer display/projector, flip chart
<br />or whne board and markers.
<br />
<br />8. EXCLUDED SUPPLIES AND SERVICES
<br />8.1 The following supplies and services are excluded from Support and
<br />Maintenance and shall be deemed to be Consulting Services provided under
<br />section 5.1:
<br />(a) services which are required to remedy problems that stem from
<br />changes to or defects in System Configuration upon which the
<br />Software was initially installed:
<br />(b) services which are required to remedy problems which do not
<br />stem from any defect in Software:
<br />(c) services which are required to remedy problems caused by lack of
<br />training of Customer's personnel improper treatment or use of the
<br />Software;
<br />(d) full report customization service as contemplated in Section 5.3;
<br />and
<br />(e) services described in Sections 9.3, 9.4 and 9.5.
<br />
<br />9. FEES AND PAYMENT
<br />
<br />9.1 In consideration of the Support and Maintenance provided hereunder,
<br />Customer agrees to pay CSS the fees in accordance with the CSS Support
<br />fees then in effect. The CSS Support and Maintenance Rates in effect as of
<br />the date of this Agreement are set out in the table attached hereto and are
<br />subject to change in accordance with this Agreement In the event the
<br />Customer acquires additional license for additional Servers, Client
<br />Workstations or CSS Web Client Software or components of the CSS
<br />Software, Customer agrees to pay CSS the additional Support and
<br />Maintenance fees in the applicable amounts prorated from the date of
<br />purchase of such Ucenses to the Support Renewal Date. Payment shall be in
<br />accordance with the payment terms set out on the face of this Agreement.
<br />Unless specifically stated otherwise, all payments and references to dollar
<br />amounts in this Agreement shall be in U.S. currency.
<br />
<br />9.2 Multiple CSS Database Support
<br />Basic and Premium Support rates are for a single live database, For each
<br />additional live database a surcharge of 25% of net support fees will apply.
<br />The surcharge does not apply to trainer databases.
<br />
<br />9.3 Time and Materials Support
<br />Consulting Services fees as set out in the Class Software Service Rates
<br />Schedule will be applicable in cases where the Customer chooses to opt out of
<br />the yearly maintenance agreement. New releases of CSS wili be available in
<br />such circumstances for 40% of prevailing Total Module Cost.
<br />
<br />9.4 Hardware Support
<br />Maintenance, operation, and troubleshooting of card printers, POS
<br />peripherals, scanners, etc., purchased through or from CSS remains the
<br />responsibility of the Customer unless the site chooses to purchase hardware
<br />support at 10% of list price of hardware covered (minimum $500).
<br />
<br />9.5 Non CSS related Issues Support
<br />Support for non-CSS related services will be limited to helping to isolate the
<br />problem source, or providing troubleshooting advice, where this can be done
<br />in fifteen minutes or less. Where the problem cannot be solved within fifteen
<br />minutes, support of non-CSS related problems will be available as Consulting
<br />Services.
<br />
<br />Class Software Services Agreement
<br />
<br />Page 5
<br />
<br />Examples of non-CSS related services include:
<br />
<br />· General network support - for example network access, printing,
<br />backup & restoration
<br />
<br />· PC hardware trouble shooting
<br />
<br />· PC setup, configuration and optimization
<br />· Network operating system configuration and functionality
<br />· Basic Windows functionality (e.g. using File Manager or Explorer)
<br />· Modem configuration & setup
<br />· Data corruption due to lack of disk space
<br />· Loss of supervisor or other password
<br />
<br />10. CHANGES IN SOFTWARE
<br />10.1 The Customer shall not change or modify the Software without the prior
<br />written consent of CSS, which consent shall not be unreasonably withheld,
<br />Any unauthorized change, reconfiguration or modification of the Software may,
<br />at CSS's option, render this Agreement void.
<br />
<br />10.2 Any modifications or enhancements to the Software contracted for or by
<br />the Customer may lead to an increase in the annual Support fees.
<br />
<br />11. ACCESS TO SYSTEM
<br />11.1 Subject to the security requirements of the Customer, CSS or its
<br />designated representative, shall have 24 hour access to the Customer's
<br />system, at no cost to CSS, to enable CSS or its designated representative to
<br />perform any of the obligations placed upon CSS by this Agreement.
<br />
<br />11.2 Customer shall provide, at no cost to CSS:
<br />a) sufficient space required by CSS to perform the services
<br />hereunder; and
<br />b) office supplies and services such as, photocopying, facsimile and
<br />telephone (excepting long distance voice automation);
<br />c) access to a telephone circuit by-passing all intemal
<br />telecommunications equipment of Customer, at any hour of the
<br />day, in order to facilitate the performance of the obligations placed
<br />upon CSS by this Agreement, including the remote diagnosis and
<br />correction of errors in the Software; and
<br />d) a modem and PC Anywhere TM software to allow dial up access
<br />and install it to allow CSS to remoteiy diagnose and correct errors
<br />in the Software.
<br />
<br />The Customer shall bear the agreed upon cost, including all out-of-pocket
<br />expenses, associated in providing the above items.
<br />
<br />12. OWNERSHIP OF SOFTWARE
<br />
<br />12.1 Retention of RiQhts bv CSS - All proprietary and intellectual property
<br />rights, title and interest including copyright in and to the original and all copies
<br />of the Software and the documentation or any changes or modifications made
<br />to the Software or related documentation shall be and remain that of CSS or
<br />its licensor as the case may be. Customer has no proprietary and intellectual
<br />property rights, title or interest in or to any or related documentation except as
<br />granted herein and Customer shall not at any time whether before or after the
<br />termination of this Agreement contest or aid others in contesting, or doing
<br />anything which otherwise impairs the validity of any proprietary and intellectual
<br />property rights, title or interest or CSS in and to any Software or related
<br />documentation.
<br />
<br />12.2 Intellectual Prooerty Indemnitv - CSS shall defend or sellle any claim
<br />made or any suit or proceeding brought against Customer insofar as such
<br />claim, suit or proceeding is based on an allegation that any of the Software
<br />supplied to Customer pursuant to this Agreement infringes the proprietary and
<br />intellectual property rights of any third party in or to any invention, patent,
<br />copyright or any other rights, provided that Customer shall notify CSS in writing
<br />promptly after the claim, suit or proceeding is known to Customer and shall
<br />give CSS information and such assistance as is reasonable in the
<br />circumstances. CSS shall have sole authority to defend or settle the same at
<br />CSS's expense, CSS shall indemnify and hold Customer harmless from and
<br />against any and all such claims and shall pay all damages and costs finally
<br />agreed to be paid in settlement of such claim, suit or proceeding. This
<br />
<br />07/11/00
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