WordStock® Hardware Maintenance Agreement

Client is an authorized licensee of WordStock and WordStock is willing to provide certain computer hardware maintenance subject to the terms and conditions herein. For mutual considerations, WordStock and Client agree as follows:

1. Definitions

Computer System means the devices on which the Software is installed, as described in the attached Schedule A, which is a part of this Agreement.

Anniversary Date means the day in each year that marks the anniversary of the installation of the Software on the Computer System at Client's address, as listed above.

Documentation means the WordStock Manual and its updated editions.

Equipment means an individual part or component within the Computer System.

Hardware Maintenance Registration means the document signed by WordStock and Client listing each piece of Equipment to be maintained.

Services means the obligations specified in Paragraph 5 of this Agreement.

2. Maintenance Fee

(a) Prices shall be the price set forth on the Hardware Maintenance Registration. Client shall pay maintenance fees in U.S. Dollars in advance and all invoices are due upon receipt of the invoice. In the event of nonpayment, WordStock may suspend or terminate at its option performance under any Hardware Maintenance Registration until arrangements to pay are made.

(b) WordStock reserves the right to adjust maintenance fees in conformity with WordStock's standard fees in the event that Client changes the Computer System or attaches additional features to the Equipment after the effective date of this Agreement.
(c) WordStock may, after the first year of this Agreement, change maintenance fees with thirty (30) days prior written notice.

(d) In the event a price for maintenance for an item of Equipment increases more than 10 percent (10%), Client may remove the item from maintenance coverage upon thirty (30) days written notice.

(e) WordStock retains the right to suspend Maintenance Services, without notice, for nonpayment of invoices more than thirty (30) days past due.

3. Additional Charges

(1) A zone charge may be applied to the maintenance fee of the Equipment if Client's location is outside the principle area of maintenance of WordStock's designated on-site maintenance organization.

(2) (a) Services performed as a result of any of the following conditions shall be subject to additional charges for labor, transportation, and parts: alterations to Equipment not authorized in writing by WordStock; expendable supply items (including pen readers, receipt printer take-up reels, printing ribbons, bulbs, fuses, cables, CPU batteries, etc.); damage resulting from improper use, service of damaged printheads, if not covered by manufacturer's warranty; in-transit damage, accident, disaster, neglect, abuse, power surge or failure, operating environment, or modification or use of supplies or accessories which are not in conformance with the Equipment vendor's published specifications; site surveys, maintainability inspections; battery replacement; or any events other than normal wear and tear.
(b) Client shall pay all freight charges.

4. Term

(a) The Term of each Hardware Maintenance Registration for maintenance Services shall be one (1) year and shall continue thereafter. After the first year of the Term, Client or WordStock may terminate this Agreement or any items on a Hardware Maintenance Registration upon ninety (90) days written notice, except where Client will cease to exist as a business entity. In such cases, thirty (30) days notice will suffice.

(b) This Agreement and/or Services may be suspended or terminated by WordStock in the event that Client does not pay the applicable Maintenance Fee or any other monies due to WordStock in full within thirty (30) days of the applicable due date. Once terminated, maintenance Services may be resumed only by written agreement between WordStock and Client.

5. Standard Maintenance Services

During the Term of this Agreement, WordStock shall provide labor and parts (excepting supplies and expendable items) and will perform services so as to maintain in good working order the Computer System at the location specified in each Hardware Maintenance Registration. WordStock shall respond to requests for remedial maintenance to such Equipment in a prompt and commercially reasonable manner. WordStock, at its option, and at the level of service specified in the Hardware Maintenance Registration, may dispatch a service representative on-site and/or ship a replacement unit to Client's place of business. On-site maintenance Services shall be available for a nine (9) hour period from 8:00 A.M. to 5:00 P.M., local time, Monday through Friday, exclusive of the holidays of WordStock's designated service organization.

6. Extended Maintenance Services

(a) WordStock may offer extended hours, weekend or holiday on-site service options, depending upon Client's location. Such options shall be subject to the premium(s) specified on the Hardware Maintenance Registration.

(b) From time to time, WordStock may offer Services in addition to those described in the Agreement. Such additional Services shall be charged at WordStock's then-current prices.

7. Covering Equipment

Client may contract for maintenance Services for the Equipment by executing and delivering a Hardware Maintenance Registration to WordStock. Each Hardware Maintenance Registration, when accepted in writing by WordStock, shall constitute a part of this Agreement.

8. Time and Materials

Services performed at Client's request, which are outside those specified in this Agreement, shall be on a time, materials, and transportation basis at WordStock's prices in effect at the time such Services or material(s) are provided. Provision of such Services shall be at the discretion of WordStock and shall be subject to the availability of personnel and parts.

9. Equipment

(1) Items of Equipment replaced by WordStock or its designated service representative shall become the property of WordStock or its service organization.

(2) Parts provided in performance of Services may be new or refurbished parts or components which are functionally equivalent or better to new parts and may be from sources other than the original Equipment vendor(s).

(3) Failure to return parts owned by WordStock may result in Client being charged for those parts at then-current prices.

10. Taxes

Client shall pay all taxes and duties applicable in connection with this Agreement. Client accepts sole responsibility for any such taxes incurred in connection with this Agreement.

11. General

(a) This Agreement constitutes the entire Agreement between WordStock and Client and supersedes all previous understandings. No waiver or modification of any portion of this Agreement shall be effective unless made in writing and signed by an authorized officer of WordStock.

(b) All notices pursuant to this Agreement shall be in writing by a return receipt method, and shall be sent to WordStock or Client at the address shown on page 1 of this Agreement, unless either party notifies the other in writing of a new address.

(c) This Agreement shall be governed in accordance with the laws and in the State and Federal Courts of Massachusetts. Both Client and WordStock waive any objections to the personal jurisdiction and venue of such courts. Any such action except to collect money due by Client shall be brought within one (1) year following the date of discovery of the event giving rise to such action.

(d) Paragraphs 10 and 11 shall survive termination of this Agreement for any reason.

(e) The rights of WordStock and obligations of Client under this Agreement shall inure to the benefit of WordStock's assignees, successors, licensors, and licensees. Client may not assign, transfer, or sublicense this Agreement in whole or in part. The provisions of this Agreement are severable.

(f) WordStock shall not be liable to Client for any delay or failure to perform its obligations under this Agreement or otherwise if such delay or failure arises from any cause beyond the reasonable control of WordStock, including but not limited to labor disputes, strikes, acts of God, shortages of materials, war, embargoes, or regulations or orders of any government or agency.

V.1099

go BACK to Documents page