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<br />eluding negligence, shall be limited to the greater of $100,000 or
<br />t"e Purchase Price stated in the applieec" Supplement tor the
<br />s~eci1ic Machines that caused the damt or that are the sub-
<br />ject malter of. or are directly related to, tl," cause of action, The
<br />forego;,.,g limitation of liability wiil not apply to the payment of
<br />costs, damages and attorney s lees referred to in the Section on-
<br />titled "Patents and Copyrights," or to claims for personal injury or
<br />damage to real property or tangible personal property caused by
<br />IBM'S negligence.
<br />In no event will IBM be liable for any damages caused by the
<br />Customer's failure to perform the Customer's responsibilities, or
<br />for any lost profits, lost savings or other consequential damages,
<br />even if leM has been advised of the POSSibility of such damages,
<br />or for any claim by the Customer based on any third party claim
<br />except as provided in the Section entitled "Patents and
<br />Copyrights," or for any damages caused by performance or non-
<br />performance of Machines or programming located outside the
<br />United States or Puerto Rico, nor will IBM be liable for loss of
<br />funds contained in, dispensed by, or associated with any
<br />Macb.ine under this Agreement
<br />
<br />PURCHASE OF NON-IBM EQUIPMENT
<br />
<br />As previously stated, the term "Machines" in this Agreement
<br />also applies to non-IBM equipment. However, the Sections of this
<br />Agreement entitled "Installation," "Warranties," "Other Products
<br />and Services" and "Patents and Copyrights" are replaced in
<br />their entirety by the following in respect to non-IBM equipment.
<br />
<br />Installation
<br />
<br />The Customer shall provide a suitable installation environment
<br />with facilities as prescribed by the manufacturer. Arrangements
<br />for installation will be the responsibility of the Customer. IBM has
<br />no responsibility for installation under this Agreement nor for any
<br />installation performed by the manufacturer.
<br />
<br />Warranties
<br />
<br />NON-IBM EQUIPMENT IS NOT WARRANTED BY IBM AND
<br />IS SOLD BY IBM TO THE CUSTOMER ON AN "AS IS"
<br />BASIS, THERE ARE NO IBM WARRANTIES EXPRESS OR
<br />IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
<br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
<br />PARTICULAR PURPOSE. HOWEVER, THE MANUFAC.
<br />TURER'S WARRANTY, IF ANY, APPLIES, AND THE CUS-
<br />TOMER MUST DEAL WITH THE MANUFACTURER ON SUCH
<br />MATTERS.
<br />
<br />Other Products and Services
<br />
<br />The Customer is responsible for arranging for maintenance
<br />service for non-IBM equipment.
<br />
<br />Patents and Copyrights
<br />
<br />IBM shall have no liability to the Customer regarding patent or
<br />copyright infringement for non-IBM equipment.
<br />
<br />GENERAL
<br />
<br />This Agreement a~ lyon-order Machines are not assigna-
<br />ble to other than an IBM affiliate without the prior written consent
<br />of IBM. Any attempt to assign any of the rights, duties or obliga-
<br />tions of this Agreement without such consent is void.
<br />The Customer agrees to comply with the provisions of any End
<br />User Cerfification contained in any Supplement to this Agree-
<br />ment, or in any volume procurement or single shipment quantity
<br />discount amendment to this Agreement.
<br />IBM may, upon written notice, modify the terms and conditions
<br />of this Agreement. Any such modification will apply on the effec-
<br />tive date specified in the notice to all orders for purchase which
<br />are accepted by IBM on or atter tile date of notice. In addition, IBM
<br />may modify Ulis Agreement by setting forth such modification in
<br />a Supplement which is subsequently accepted by the Customer
<br />as provided herein. Otherwise, this Agreement can only be mod-
<br />ified by a written agreement duly signed by persons authorized
<br />to sign agreements on behalf of Ule Customer and of IBM, and
<br />variance from or addition to the terms and conditions of this
<br />Agreement in any order or other written notification from the Cus-
<br />tomer will be of no effect.
<br />If any provision or provisions of this Agreement shall be held
<br />to be invalid, illegal or unenforceable, the validity, legality and
<br />enforceability of the remnining provisions shall not in any way be
<br />affected or impaired IIlereby.
<br />IBM is not responsible for failure to fulfill its obligations under
<br />this Agreement due to causes beyond its control or to provide
<br />any services hereunder for Machines or programming located
<br />outside the United States or Puerto Rico.
<br />No action, regardless of form, arising out of this Agreement
<br />may be brought by either party more than two years after the
<br />cause of action has arisen, or, in the case of an action for non-
<br />payment, more than two years from the date the last payment
<br />was due.
<br />If the Customer fails to pay the Purchase Price due hereunder
<br />and IBM repossesses a Machine as provided by iaw, the Custom-
<br />er agrees to pay all costs and expenses of repossession, includ-
<br />ing reasonable .attorney's fees.
<br />This Agreement is governed by the laws of the State of New
<br />York.
<br />THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER
<br />HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND
<br />AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
<br />FURTHER, THE CUSTOMER AGREES THAT THIS AGREE-
<br />MENT AND ANY OTHER APPLICABLE IBM AGREEMENTS,
<br />AMENDMENTS, SUPPLEMENTS AND CERTIFICATIONS,
<br />INCLUDING THOSE ACCEPTED IN THE FUTURE, REFER-
<br />ENCING THIS AGREEMENT OR EXPRESSLY MADE A PART
<br />HEREOF, WILL BE THE COMPLETE AND EXCLUSIVE STATE-
<br />MENT OF THE AGREEMENT BETWEEN THE PARTIES,
<br />SUPERSEDING ALL PROPOSALS OR PRIOR AGREEMENTS,
<br />ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS
<br />BETWEEN THE PARTIES RELATING TO THE SUBJECT
<br />MATTER HEREIN.
<br />
<br />IBM Maintenance Agreement
<br />(Z125-3275-00)
<br />International Business Machines Corporation (IBM) and the Customer agree tl13t the following terms and conditions will apply to any
<br />Customer order accepted by J8M to provide maintenance service for IBM Machines located Within the United States and Puerto Rico.
<br />"Machine{s)" as used herein refers to machines and/or their features, model conversions and machine elements unles~ the contex.t
<br />requires individual reference. This Agreement is effective from the date on which illS accepted by IBM and shall remain In force until
<br />terminated by the Customer or 18M. SpeCific Machines become subject to this Agreement on the EffectIve Date deSignated by the
<br />Customer, If agreed to by IBM, and such information will be shown In a Supp\(:1l1cnl to IBM Mallltenance Aqreemcnt (Supplement)
<br />signed by IBM.
<br />MAINTENANCE SERVICE
<br />IBM agrees to provide the availability of maintenance service to
<br />keep the Machines in, or restore the Machines to, good working
<br />order. Maintenance service includes preventive maintenance
<br />based on the specific Ileeds of individual Machines asdeterrnincd
<br />by IBM and on-call remedial mamtenance. Maintenance servl.ce
<br />also includes lubrication, adjustments and I'eplacernent Ollll<llll-
<br />tenance parts all as deemed necessary by 18M. Maintenance
<br />parts, which may be used parts, will be furnislled on an exchange
<br />basis. and the replaced parts become Ihe propeliy of IBM. IBM
<br />may, at its option, store maintenance equipment and/or parts on
<br />the Customer's premises.
<br />The Customer agrees to provide a suitable environment for ttw
<br />Machines as specified by IBM. and 10 provllie IBM full. lice and
<br />safe access to the Machines to provide r' laintenance service. The
<br />
<br />Customer is responsible to implement appropriate safeguards for
<br />Customer's datn. The Customer is responsible for removing,
<br />controlling and replacing or reloading funds contained in the
<br />M<lchlneS, 10M Will service MacllltleS containing funds only when
<br />the' cash cotll<llr1cr C<HHlot be: opened prior to repair by IBM, in
<br />whicll case lilt: CllstOI11r:r will r('move ltw funds r1S soon as trH:
<br />container has bec!l) opened.
<br />
<br />PERIODS OF MAINTENANCE SERVICE
<br />The Base Period of Maintenilnce Service is from 7 a,m, to6 p.m"
<br />Mondny Hlfollqll Frid<:lY, unless otherwise designated by IBM in
<br />the S\lpp1c~nwnl Th(: Ctlslonwr rl1;lY sr~I(:cl Opliol1i11 Periods of
<br />Millntcllill1CC Service sllowfl III the Supplement Thu Optional
<br />Period for Monday throuqh Frid<1Y must include the BFlse Period
<br />
<br />Paqe~) of 17
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