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<br />usn CUSTOMER SUPPORT AGREEMENT TERMS AND CONDITIONS
<br />(USCS2.9403)
<br />
<br />I.DelinitiODS
<br />
<br />The lenn Liceosecl Application Software in this Agreement Iih.U mean all
<br />licenaed cbll ~roce..inl programs consisting of inslroclionl or slatemenla in
<br />macbine readable (onn and any related licensed material. Neh '1, but not
<br />limited to, manual., .yltem documen~tion or written or verbal instructions
<br />provided (or use in cOMcclion with the licensed dIll processing programs.
<br />The term Uceused Application Software excludes any and all custonUz.ations
<br />or modiricatiolllto same whether made by USTI or another par1Y.
<br />
<br />usn Customer Support, hereinafter referred to as CUslomer Support or
<br />Support is made up of three distinct services as defmed below:
<br />
<br />HELPLINE is a toll free telephone service provided to users of USTI
<br />Lic.eosecl Application Software to (a) clarify operating instructions
<br />contAined in the user documentation delivered with the Licensed
<br />Ap~tion Software, and (b) 10 assist in the identification of
<br />solutions to op_erating'problems being experienced by the CUSTOMER
<br />in lhe use of USTI LlCensed Application Software. Said HELPLINE
<br />service i. provided during USTl's normal working hours, through a
<br />dedicated slaff' of HELPL"lNE support repre5CnLatives, and ONLY by
<br />telephone.
<br />
<br />MAINTENANCE is a service provided to users of USTI Licen.r;ed
<br />Application Software to record, research, and correct verified
<br />p'rogram errors or defects arising in USTI Licensed Application
<br />Software. Software MAINTENANCE is provided on USTI',
<br />acbc.dule. during USTI's normal working houn, and ONLY at USTl's
<br />normal business location(s).
<br />
<br />ENHANCEMENT is a service provided to users of USTI Licensed
<br />Apo1ication Software 19 improve the USTI Licensed Application
<br />SOftware. Software ENHANCEMENT is provided at USTI'. option,
<br />OD USTl'sloChedule. during USTl'. normal working hours and ONLY
<br />It usn's normal busine55location(s). Software ENHANCEMENT is
<br />deaigned to assure that customers utilizing Customer Support will have
<br />aVlilable Licensed Application Software equivalent to the currently
<br />market.c:.d version of the Licensed. Application Software.
<br />
<br />usn expressly excludes the following services from the services to be
<br />providecf under this Customer Support Agreement:
<br />
<br />'~l Hardware and Operating System configuration and implementation
<br />Operator training
<br />Any On-Site services including, but not limited to traimng,
<br />assistance. implementation, etc.
<br />d) Training classes
<br />e) Modification. and/or customiz.ations other than those included in
<br />the ENHANCEM.ENTS delivered periodically by USTI
<br />f) Customer S~port on any softWare other than the Licensed
<br />Application Software identified herein
<br />
<br />b!1J._ U_~T1 scrvices provided beyond HELPLINE, MAINTENANCE and
<br />ENHANCEMENT. as herein defined, will be furnished only by separate
<br />agreement with USTI, and at USTl's nonnal billing rate and terms then in
<br />effect.
<br />
<br />2. Term &lid Termination
<br />
<br />This agreement will remain in force for the Support Term identified in the
<br />Customer Support Agreement (USCSl.9403) and will then be automatically
<br />extendc.d for Innult Support Tenn upon payment of the Customer Support
<br />Fe.c .t the then cum:nt rates. Either the CUSTOMER or USTI can
<br />terminate this Agreement at the end of any Support Tenn, usn by
<br />providing written nOlice, at least 30 day. prior to the end of the Support
<br />Tenn. and the CUSTOMER by marking the Support Fee invoice .Cancel-
<br />and returning the marked invoice without payment.
<br />
<br />3. Fees &lid Payment
<br />
<br />Payment. in full. of the appropriate S'9lJ.!ort Fee, identified in the Customer
<br />Support Agreement .ignature page (USCSI.9403), must be received by
<br />usn prior to the Support Commencement Date. An invoice for the
<br />applicable Support Fee will be .ubmitted by usn to CUSTOMER prior to
<br />the Support Tenrunation Dale. To cancel the annual renewal, CUSTOMER
<br />mull return the Support Fee invoice markc.d .cancel- to USTI.
<br />
<br />All charge. for ahifments and mailin,g. to usn are the responsibilily of the
<br />CUSTOMER. AI returns and maihng. to the CUSTOMER by USTI are
<br />via regular U.S Mail. unless specifically directed olberwlsc by the
<br />CUSTOMER. All express or expedited charges are the responsibility of the
<br />CUSTOMER, and will be billed sepantely to the CUSTOMER if paid by
<br />usn.
<br />
<br />usn provides an inbound toll free 800 number to access th~ HELPLINE
<br />servic~ and provide. outbound callback 5Crvice. All other
<br />telecommumcations charges, specifically as required for -modem.
<br />connection to CUSTOMER'. computer system, will be billed to
<br />CUSTOMER.
<br />
<br />4. Guarantees, Warranties aDd Umilatioa of Liability
<br />
<br />usn will use ill bell eIToN to provide HELPLINE services lO alllWtr
<br />CUSTOMER que.tiona, to provide MAINTENANCE services to locate and
<br />correct identified prognm defects. and to provide ENHANCEMENT
<br />scrvices \0 improve LiCensed Application Solh\'are, but does not guarantee
<br />service results or warnnt that all questions and problems will be either
<br />answered or resolved, that all defCC18 will be corrected, or that Licensed
<br />Application Software will meet CUSTOMER's expectationa.
<br />
<br />USTl'. liability for damages to the CUSTOMER for any eauBC what5oever,
<br />and regardless of the form of actions, whether in contnct or in tort
<br />including negligcnce. shall be limited to the actual Support Fee paid by the
<br />CUSTOMER for up to twelve month's of Customer Support (or the
<br />Licensed A pptication Software indicated above. Such charges ahall be
<br />those in effect for the Licensed Application Software when the cause of
<br />action aro5C.
<br />
<br />In no event will USTI be liable for any damage. caused by the
<br />CUSTOMER's failure to perfonn the CUSTOMER's responsibilitie., or for
<br />Jl.ny lolll revenues or other consequential damage., even if USTI has been
<br />advised of the possibility of such damage., or for any claim against the
<br />CUSTOMER by any party.
<br />
<br />THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER
<br />WARRANTIES, EXPRESSED OR IMPLIED. INCLUDING, BUT NOT
<br />LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANT-
<br />ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br />
<br />5. Rein.o;latemeut
<br />
<br />Reinstatement of this Agreement after having not been in force for 60 day.
<br />or Ie" will be made retroactive to the date that the Agreement was
<br />tenninated with no reinstatement charge. Reinstatement of this agreement
<br />after having nol been in force for more than 60 days will incur a
<br />reinstatement cha'X~. in addition to the normal Customer Support Fee, of an
<br />amount equal to 5 % of the Customer Support Fee (or each month that this
<br />agreement i. not in force. up lO a maXJmum of 100% of the Customer
<br />Support Fee. Special services that may arise due to conflicting file
<br />stnactures or conversions are additional.
<br />
<br />6. G",eraI
<br />
<br />This Agreement is not assignable. None of the 5Crvices granted hereunder
<br />nor an)" of the Licensed Software materiala or copies thereof may be sub-
<br />lieensed, assigned or tnnsferred by the CUSTOMER. Any attempt to IU~
<br />license. assign or tnnsfer any of the rights, duties or obligatiON under this
<br />Agreement is void.
<br />
<br />The terms and conditions of this Agreement may be modified by USTI
<br />effective on the dale of automatie renewal by providing the CUSTOMER
<br />with one month's prior written notice. Any such modificatiOD will apply
<br />unless the CUSTOMER exercises the opti.on to lenninalc this Agreement ..
<br />outlined inlaragraph two (2) above. Otherwise. this Agreement can only
<br />be modifie by a written Agreement duly signed by I person authorized to
<br />sign agreements on behalf of the CUSTOMER and of usn and variance
<br />from the terms and conditions of this Agreement in any CUSTOMER order
<br />or other modification will be of no effect.
<br />
<br />The CUSTOMER represents that he is the Licensee of the system under this
<br />Agreement via a valid License Agreement effected directly with USTJ.
<br />
<br />usn i. not responsible for failure to fulfill its obligations under thi.
<br />Agreement due to causes beyond its control.
<br />
<br />No action., regardless offonn, arising out ofthi. Agreement my be brought
<br />by either pal11 more than two years after the cause of actions has ariacn. or
<br />in the are. 0 nonpayment, more than two yeafa from the date of the lut
<br />payment.
<br />
<br />Any action at law, suit in equity or judicial proceed ins: for the enforcement
<br />of ibi. agreement or any proVISion thereof shall be mstituted onJy in the
<br />COON of the State of Texas. It is mutually understood and agreed that this
<br />Agreement sh.n be govemc.d by the laws of the Slate of Texa. both .a to
<br />interpretAtion and performance.
<br />
<br />It is undemood and agrec.d by the parties hereto that if any part, term. or
<br />provision of thi. Agreement is by the COUN held to be illegal or In conflict
<br />with an)' law of the atate where made, the validity of the remaining portions
<br />or .erovisionl shall not be affected and the righl.s and obligations of the
<br />parues shan be construed and enforced as if the Agreement did nol contain
<br />the particular part, term, or provision th.t is held to be invalid.
<br />
<br />CUSTOMER. agrees that should it default in any of the covenantJ or
<br />agreements contained herein, CUSTOMER. shall pay an coslJ and expenses
<br />including a reasonable anomey's fee which may arise or accrue from
<br />enforcing this Agreement, whether pUriued by filing suit or before or after
<br />judgment.
<br />
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