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Res 2012-147
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Res 2012-147
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12/7/2012 3:34:53 PM
Creation date
11/21/2012 2:23:20 PM
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City Clerk
City Clerk - Document
Resolutions
City Clerk - Type
Approving
Number
2012-147
Date
11/20/2012
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ZOLL Data Systems, Inc. Sales Order #: <br />MASTER SOFTWARE LICENSE AGREEMENT <br />Exhibit A - MAINTENANCE SERVICES <br />1. Definitions. Capitalized terms used but not defined in the MSLA shall have the meanings set forth in this Section 1: <br />1.1 "Designated Interface" shall mean the contact person or group designated by Customer and agreed to by ZOLL who will coordinate all Maintenance Services requests by <br />Customer. <br />1.2 "Error" shall mean a reproducible defect in the Supported Program when operated on a Supported Environment, which causes the Supported Program not to operate substantially <br />in accordance with the Documentation. <br />1.3 "Resolution" shall mean a modification or workaround to the Supported Program and /or Documentation and /or other information provided by ZDS to Customer intended to <br />resolve an Error. <br />1.4 "Emergency Support Hours" shall mean 24 hours a day, 7 days a week. <br />1.5 "Business Hours" shall mean 6 a.m. to 6 p.m., Monday to Friday (Mountain Time). <br />1.6 "Supported Environment" shall mean any hardware and operating system platform which ZOLL supports for use with the Supported Program. <br />1.7 "Supported Program" shall mean the current version of the Software, for which Customer has paid the then - current Maintenance Fees. <br />1.8 "Update" means a subsequent release of the Software which ZOLL generally makes available for Software licensees at no additional license fee other than shipping and handling <br />charges, provided Customer has paid the Maintenance Fees for such licenses for the relevant time period. Update shall not include any release, option or future product which ZOLL <br />licenses separately. <br />2. Maintenance Services Provided. <br />2.1 Telephone Support. <br />(a) Emergency Support. ZOLL will provide telephone support to the Designated Interface during the Emergency Support Hours to address Errors that prevent Customer from <br />using the RescueNet Dispatch program for a purpose for which the user has an immediate need (e.g., all users unable to login to the system constitutes an emergency versus a single user's <br />inability to login, which does not constitute an emergency because there is an acceptable workaround available, logging in under a different account). <br />(b) Technical Support. ZOLL will provide telephone support to the Designated Interface during the Business Hours to address all other Errors relating to Software. Such <br />telephone support will include the following: <br />(i) Clarification of functions and features of the Supported Program; <br />(ii) Clarification of the Documentation; <br />(iii) Guidance in operation of the Supported Program; <br />(iv) Assistance in identifying and verifying the causes of suspected Errors in the Supported Program; and <br />(v) Advice on bypassing identified Errors in the Supported Program, if reasonably possible. <br />ZOLL shall use commercially reasonable efforts to provide a Resolution to the Supported Program. ZOLL will acknowledge each Customer report of an Error by written <br />acknowledgment, in electronic form, setting forth a Service Request number (SR #) for use by Customer and ZOLL in all correspondence relating to such Error to track the Error until it <br />is resolved. <br />2.2 Travel and Other Expenses. Maintenance Services provided hereunder shall be provided at ZOLL's principal place of business, or at Customer's location at ZOLL's expense, as <br />determined in ZOLL's sole discretion. Should Customer request that ZOLL send personnel to Customer's location to resolve any Error in the Supported Program, ZOLL may charge <br />Customer for reasonable travel, meals and lodging expenses. Under such circumstances, ZOLL may also charge Customer for actual costs for supplies and other expenses reasonably <br />incurred by ZOLL, which are not of the sort normally provided or covered by ZOLL, provided that Customer has approved in advance the purchase of such supplies and other expenses. <br />If Customer so requires, ZOLL shall submit written evidence of each expenditure to Customer prior to receiving reimbursement of such costs and expenses. <br />2.3 Exceptions. ZOLL shall have no responsibility under this MSLA to fix any Errors arising out of or related to the following causes: (a)Customer's modification or combination <br />of the Supported Program (in whole or in part), (b)use of the Supported Program in an environment other than a Supported Environment; or (c)accident; unusual physical, electrical or <br />electromagnetic stress; neglect; misuse; failure or fluctuation of electric power, air conditioning or humidity control; failure of media not furnished by ZOLL; excessive heating; fire and <br />smoke damage; operation of the Supported Program with other media and hardware, software or telecommunication interfaces not meeting or not maintained in accordance with the <br />manufacturer's specifications; or causes other than ordinary use. Any corrections performed by ZOLL for such Errors shall be made, in ZOLL's reasonable discretion, at ZOLL's <br />then - current time and material charges. <br />3. Updates. ZOLL will provide Updates for the Supported Programs as and when developed for general release in ZOLL's sole discretion. Each Update will consist of a <br />set of programs and files made available on machine - readable media and will be accompanied by Documentation adequate to inform Customer of the problems resolved and <br />any significant operational differences resulting from installing the Update. Unless otherwise agreed by the parties, Customer will be solely responsible for the installation of <br />any Updates in accordance with the Documentation and the installation instructions provided by ZOLL to Customer. If Customer requests the ZOLL install updates, such <br />Services shall be subject to a SOW executed by the parties. <br />4. Customer Responsibilities. <br />4.1 Designated Interface. Only individuals who have been trained with respect to the Supported Programs shall serve as the Designated Interface with ZDS for the Maintenance <br />Services provided hereunder. <br />4.2 Access to Personnel and Equipment. Customer shall provide ZOLL with access to Customer's personnel and its equipment during Support Hours. This access must include the <br />ability to remotely access the equipment on which the Supported Programs are operating and to obtain the same access to the equipment as those of Customer's employees having the <br />highest privilege or clearance level. ZOLL will inform Customer of the specifications of the remote access methods available and associated software needed, and Customer will be <br />responsible for the costs and use of said equipment. <br />Page 6 of 7 Customer Initials: <br />
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