1. MAINTENANCE SERVICE PROVIDED. Commencing upon the Effective Date hereof, Cowan's Retail Systems will provide the Customer with all the necessary services to maintain the covered equipment, in the same good working order, as it shall be on that date. This agreement consists of Depot hardware services only. Modifications or equipment upgrades may require a change in agreement price.
2. TIME OF PERFORMANCE. The Depot Support services will be provided Monday through Friday between 8:00am and 5:00pm, excluding holidays. A two-week repair time is guaranteed on in-house repairs and a four-week repair time is guaranteed on a factory repair.
3. PARTS AND SUPPLIES. Cowan’s Retail Systems will furnish all the parts necessary to maintain the covered equipment at no additional cost. Excluded from this are ribbons, paper, fuses, keys and coin trays. Such parts will be furnished at the current price.
4. EXCLUDED SERVICES. This agreement does not include charges associated with relocation, reinstallation, extensive programming/database rewrite or any retraining services. Custom software development is not covered and requires a scope-of-work document and proposal.
5. SITE REQUIREMENTS. It is the Customer's responsibility to have and maintain in place virus protection software and security for all of its systems and data, which includes firewalls, passwords, physical security, and access control policies. If Customer's systems have persistent connections to the Internet, or transmit credit card or gift card transactions over the Internet, or use Micros or 3rd party SSL to transmit credit card or gift card transactions, or otherwise have persistent connections to any network where there is potential for unauthorized access, Customer acknowledges that the security and protection of the network and the data and applications on that network, including protections against unauthorized access, is solely and entirely Customer's responsibility. A properly configured firewall is required for each site using a persistent connection to the public Internet or any private network where there is a potential for unauthorized access to the POS Network. Customer acknowledges that, to be effective, virus protection software, system passwords, and other security software require periodic and routine updates, which Customer must obtain from its supplier or the manufacturer, as appropriate.
6. LIMITATION OF LIABILITY. Cowan's Retail Systems disclaims any warranty, express or implied, that, after the initial installation by Cowan's Retail Systems of any micros-proprietary software, the software or customer's data will remain virus-free. Support or services hereunder necessitated by computer viruses, or by any failure or breach of customer's security for its systems or data, including, without limitation, damage caused by persons lacking authorized access, are not covered under this agreement, and will be supplied only upon customer request and on a reasonable efforts basis, on a time-and-materials basis at standard Cowan's Retail Systems rates. Customer waives any claims hereunder against Cowan's Retail Systems to the extent arising from customer's failure to have or maintain current virus protection, or to the extent arising as a result of a failure or breach of customer's security for its systems or data, or as a result of any unauthorized access to customer's systems, which such unauthorized access customer acknowledges cannot in all cases be prevented even if reasonable steps have been taken. If requested by customer, Cowan's Retail Systems shall provide, on a reasonable efforts and on a time-and-materials basis, support or services to address damage caused by, but not limited to, any of the following: customer's failure to have current virus protection; customer's failure to maintain virus protection; damage arising as a result of a failure of customer's security for its systems or data; damage arising as a result of a breach of customer's security for its systems or data; or damage as a result of any unauthorized access to customer's systems. Such support and services shall be billed at the prevailing standard Cowan's Retail Systems rates.
7. EXCLUSIONS FROM COVERAGE. The maintenance services to be provided does not include labor or parts for repairs made necessary by damage due to fire, water, burglary, spillage, accident, negligence or abuse. Included in this provision are damages to the printers or printer driver boards caused by over-fusing, or insertion of foreign objects between the printer head and the print surface. Any repair resulting from such causes or events will be performed at our standard labor and parts charges. All custom software development is not covered by this agreement. These or similar occurrences may utilize any available Pre-Paid Support Services credit.
8. TERM OF AGREEMENT. This agreement shall commence as of the date hereof, and remain in effect for a period of one (1) year, and can be renewed for successive one (1) year periods at our then prevailing agreement prices. Customer will receive renewed agreement and make payment prior to the annual renewal date, thus preserving the annual rate at the time of commencement. If the Agreement is not renewed prior to the established end of contract, a new Agreement may be drawn up at the then presiding rates. Either party may terminate this agreement with cause on thirty (30) days written notice and only after allowing a cure period of fifteen (15) days. If the agreement is canceled before the anniversary date a cancellation fee of $209 will apply for services rendered. Upon the effective date of the termination of this Agreement, all persons then authorized by the Client to have Remote Access shall cease to have Remote Access.
9. COMPONENT REPAIRS. Coverage of component parts is limited to repair, or replacement, at our option, of complete part.
10. ASSIGNMENT. This Agreement may not be assigned by the Client without the prior written consent of the Company. This Agreement shall be binding upon inure to the benefit of the parties hereto and their respective successors and permitted assigns.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, or arrangements.
12. ACCOUNT STATUS. Customer shall keep Accounts Receivable current and in good standing. Service may be interrupted for outstanding balance if account is in excess of 30 days from time of invoice.
