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<br />use of third party software. This License is therefore enforceable by third
<br />party developers and their suppliers, in addition to Stromberg.
<br />E. Customer shall comply with all laws and regulations applicable to the
<br />Software, including export, re-export and foreign policy controls and
<br />restrictions, and shall take all necessary actions and precautions to ensure that
<br />Customer does not contravene such laws or regulations.
<br />Article III - Software Support
<br />1. Services Provided by Stromberg. Provided that Customer has paid the
<br />required fee for Software support, Stromberg shall provide the following support
<br />services in connection with all Software components of the Products purchased
<br />hereunder for a period of one year following the Warranty Period:
<br />A. Unlimited telephone support for Operators and the Corporate System
<br />Administrator of Customer during normal business hours (8:30 a.m. - 8:30
<br />p.m. ET).
<br />B. Online support during normal business hours (Customer is required to have
<br />Internet Access).
<br />C. Provision to Customer at no additional charge of all Software updates and
<br />new versions applicable to the installed modules, exclusive of derivative
<br />products containing new fearures or functionality.
<br />2. Customer Obligation. Customer agrees to provide Stromberg direct access to
<br />the Stromberg database and related application(s) upon notification from
<br />Stromberg that such access is necessary. Customer also agrees to provide server
<br />and operating environment(s) that meet or exceed Stromberg minimum required
<br />operating configuration(s).
<br />3. Limitation on Support Obligation. Article III shall not cover, and Stromberg
<br />support obligations shall not apply to, problems resulting from:
<br />A. Fire, flood, or other catastrophe, accident, neglect, misuse or negligence;
<br />B. Modification of the Product(s) by Customer or any third party;
<br />C. Computer hardware failure;
<br />D. Custom software modifications; or
<br />E. Any problem for which a Customer has not paid the Software support fee
<br />prior to the occurrence of such problem.
<br />4. Renewal Option. Stromberg shall continue to provide the Software support
<br />services described in Anicle III and Customer shall pay for such services at a rate
<br />specified on the Order Form or at the then-current list price for these services,
<br />for successive one-year periods, unless Customer notifies Stromberg in writing
<br />more than 30 days prior to the end of the initial year of software support (or of
<br />each succeeding anniversary date thereafter) that Customer does not wish for
<br />Stromberg to continue providing such services. Any increase in support service
<br />rates for support of the Products will not exceed 10% per year.
<br />Article IV - Hardware Maintenance
<br />1. Services Provided by Stromberg. Provided that Customer has paid the fee for
<br />Hardware maintenance services and depending on the plan selected by Customer
<br />Q.e., "Gold Plan" or "Bronze Plan"), Stromberg shall provide to Customer the
<br />services described in this Article IV, at no additional cost to Customer, in
<br />connection with all Hardware components of the Products purchased hereunder
<br />for a period of one year following the Warranty Period. Upon Customer
<br />notification of any Hardware component failure of a Product during the one-year
<br />period follo\\~ng the expiration of the Warranty Period, Stromberg will repair or
<br />replace such Hardware in accordance with the procedure set forth herein. Upon
<br />such notification, Stromberg shall issue rerum authorization to Customer, if
<br />required. Stromberg \\~1I provide all parts necessary to repair the Hardware
<br />(excluding batteries, bar code wands, bell relays, power supplies, or distribution
<br />boxes), as well as the services and labor, at no charge to Customer. Customer
<br />shall ship, at its own expense, the Hardware to be repaired to:
<br />Stromberg, 525 Technology Park Drive, Suite 165, Lake ;"Iary, Florida 32746.
<br />2. Replacement/Loaner Equipment. "Gold Plan" participants will have
<br />replacement or loaner equipment that is configured for Customer's installation
<br />("Loaner Equipment") shipped to Customer \\~thin one day of Customer's
<br />notification (if received by Stromberg prior to 1 :00 p.m. ET) pursuant to Section
<br />1 for Customer's use during the period that the Hardware is being serviced by
<br />Stromberg. Upon receipt of the Loaner Equipment, Customer shall ship the
<br />Hardware to be repaired to Stromberg. "Bronze Plan" participants are not
<br />entitled to receive Loaner Equipment from Stromberg. Stromberg shall rerum
<br />
<br />
<br />Customer's Name (prill;)
<br />V/
<br />Customer's Signature
<br />
<br />the repaired Hardware Product to such Customer as soon as repairs are
<br />completed, at no charge to Customer. Customer acknowledges that there is no
<br />guaranteed rurnaround time for repairs made under either plan.
<br />3. Repair/Catastrophic Damage. Upon receipt of the Hardware to be repaired
<br />from a Customer who is a "Gold Plan" participant, and unless the damage to the
<br />Hardware is considered by Stromberg to be catastrophic, Stromberg shall repair
<br />the Hardware and return it to Customer, at which time Customer shall (if
<br />applicable) ship the Loaner Equipment back to Stromberg, at Stromberg's' cost.
<br />If Stromberg considers the damage to the Hardware to be catastrophic,
<br />Stromberg reserves the right to permanently replace the Hardware \\~th the
<br />Loaner Equipment. If Stromberg determines that a "Bronze Plan" participant's
<br />Hardware has catastrophic damage, Customer will be notified and given the
<br />opporrunity to purchase replacement Hardware.
<br />4. Limitation on Maintenance Obligation. Article IV shall not cover Hardware
<br />failures resulting from fire, flood, lightning, or other catastrophe, accident,
<br />neglect, theft, intentional act, misuse, or negligence. Article IV shall not cover
<br />Hardware failures resulting from modification or misuse of the Hardware by the
<br />Customer or any tI,ird party.
<br />5. Renewal Option. Stromberg shall continue to provide the hardware
<br />maintenance services described in this Article IV and Customer shall pay for
<br />such services at Stromberg's then-current list prices for such maintenance
<br />services for successive one-year periods, unless Customer notifies Stromberg in
<br />writing more than 30 days prior to the end of the initial year of Hardware
<br />support (or of each succeeding anniversary date thereafter) that Customer does
<br />not wish for Stromberg to continue providing such services. Customer may
<br />upgrade its Hardware support to the "Gold Plan" upon notice to Stromberg
<br />more than 30 days prior to any such anniversary date, provided that the
<br />increased benefits shall apply only to damage occurring after such anniversary
<br />date. Any increase in support service rates for support of the Products will not
<br />exceed 10% per year.
<br />Article V - Training
<br />Optional Training. At Customer's request, and at such time as Stromberg and
<br />Customer shall murually agree, Stromberg will provide additional training to
<br />employees or agents of Customer at Stromberg current rates.
<br />Article VI - Miscellaneous
<br />1. Governing Law. This Agreement shall be governed by and construed in
<br />accordance with the laws of the State of New York.
<br />2. Modification. No modification of this Agreement shall be binding unless it is in
<br />writing and signed by an authorized representati\'e of tile party against whom
<br />enforcement of the modification is sought.
<br />3. Notice. Any notice required or permitted under this Agreement shall be in
<br />writing and delivered in person or sent by Certified Mail, Return Receipt
<br />Requested, with proper postage affixed.
<br />4. Invalidity. In the event that any term of this Agreement is or becomes or is
<br />declared to be invalid or void by any Court or tribunal of competent jurisdiction,
<br />such term or terms shall be null and void and shall be deemed severed from this
<br />Agreement and all the remaining terms of this Agreement shall remain in full
<br />force and effect.
<br />5. Entire Agreement. This Agreement is tile complete statement of Stromberg's
<br />obligations and responsibilities to Customer and supersedes any other proposal,
<br />representation or communication by or on behalf of Stromberg regarding this
<br />subject matter.
<br />6. Attorneys' Fees. In the event any litigation or arbitration between the parties
<br />arises out of or results in connection with this Agreement, the prevailing party in
<br />such proceeding shall be entitled to recover from the other party its reasonable
<br />attorneys' fees and expenses, including appellate proceedings or post-judgment
<br />collection proceedings.
<br />7. Currency. All monetary amounts referenced herein are U.S. Dollars.
<br />8. Jurisdiction and Venue. The parties hereto submit to the exclusive jurisdiction
<br />of courts located in Monroe County, New York for any suit or proceeding for
<br />enforcement or interpretation of this Agreement.
<br />9. Extended Payment. Any increase in support service rates for support of the
<br />Products \\~1I not exceed 10% per year.
<br />
<br />Title
<br />
<br />Mayor
<br />Februarv 16. 2006
<br />
<br />Date
<br />
<br />For Stromberg Support, call 1-407-333-7376
<br />
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