Product Services Agreement

Hardware Support Terms

These Hardware Support Terms govern the Hardware Support Services Vendor will provide to Meta during the Hardware Maintenance and Support Term and constitute a binding contract between Meta and Vendor. Vendor’s performance and Meta’s receipt of any Hardware Support Services is at all times subject to the terms and conditions outlined in these Hardware Support Terms, which incorporate by reference all other terms and conditions governing Meta’s use of the Products, as described in the Agreement.

1. Maintenance. During the Hardware Maintenance and Support Term, Vendor will provide the Hardware Support Services specified in the Profile and described in these Hardware Support Terms.
2. Term. The initial maintenance and support term for the Hardware Support Services will begin on expiration of the three (3) month warranty period specified in the Meta Hardware Terms and will continue for twelve (12) months or such greater term as may be specified in the Profile applicable to that item of Hardware (the "Hardware Maintenance and Support Term"). Thereafter, the Hardware Maintenance and Support Term shall automatically renew for successive twelve (12)-month terms unless either Party terminates the Hardware Support Services prior to the expiration of the then-current term by providing the other Party written notice of termination not less than ninety (90) days prior to the expiration date of the then-current term.
3. Hardware Services.
   • During the Hardware Maintenance and Support Term, Vendor shall provide Hardware Support Services to keep the Hardware in good operating condition subject to the terms and conditions herein. Hardware Support Services includes applicable scheduled preventive maintenance as determined by Vendor, and unscheduled or remedial maintenance consisting of the necessary adjustments and repairs of the Hardware, including the replacement (on an exchange basis) of unserviceable parts or components occasioned by the normal use of the Hardware by Meta; provided, however, Hardware Support Services excludes any Voluntary OS Upgrade. Hardware Support Services provided under these Hardware Support Terms does not assure uninterrupted operation of the Hardware, nor do the maintenance charges include any maintenance services necessitated by Meta’s improper or unauthorized use of the Hardware.
   • The Principal Period of Maintenance ("PPM") is defined as the maintenance period for Hardware elected by Meta in the Profile. Meta may elect a standard PPM of any eight consecutive hours between the hours of 7:00 a.m. to 6:00 p.m. (Meta’s local time) Monday through Friday, excluding holidays observed by Vendor. Hardware technical support services will be provided to Meta by Vendor Hardware Technical Support staff via telephone or e-mail. The phone number for Vendor hardware technical support is 1-866-798-4265. The e-mail address is support@ibml.com. Meta shall elect the same PPM for all Hardware being maintained by Vendor at the same location. If Meta designates a PPM any part of which is outside the hours of 7:00 a.m. to 6:00 p.m. (Meta’s local time), the maintenance charge will be increased in accordance with Vendor’s then current pricing policy. Meta may change its designated PPM at the beginning of any calendar month by giving Vendor at least thirty (30) days prior written notice.
   • Whenever Hardware is regularly used outside of the PPM, Meta may incur, and agrees to pay, additional charges at Vendor’s then prevailing rates and according to Vendor’s then current policies ("Extended Use Charges").
   • Remedial maintenance shall be performed after notification by Meta to Vendor that the Hardware is inoperative or is not operating in accordance with Vendor specifications for the particular configuration in question. Vendor service personnel (or those of Vendor’s authorized agent) shall arrive at the Meta’s installation site in four (4) hours or less, unless otherwise noted in the Profile, and be granted access to the inoperative or improperly functioning Hardware. Any remedial maintenance service started during the PPM and completed within one (1) hour after the PPM will be treated as having been performed within the PPM, and no additional charges will be billed to Meta by Vendor or its authorized agent. If Meta requests Vendor (or its authorized agent) to remain on site to complete remedial maintenance service started within the PPM but unable to be completed within one (1) hour after the PPM, Meta will be billed for any such additional hours at Vendor’s then current rate for after-hours or weekend/holiday service with a minimum charge of two (2) hours.
   • Preventive maintenance (e.g., to inspect, lubricate, clean and adjust the Hardware) shall be performed as specified in the applicable maintenance, installation or operator’s manuals for the Hardware. All preventive maintenance shall be performed by Vendor (or its authorized agent) during the hours of 8:00 a.m. to 5:00 p.m. (Meta’s local time) Monday through Friday, excluding holidays observed by Vendor. Vendor shall specify the frequency and duration of preventive maintenance required for the Hardware.
   • Maintenance charges do not cover the furnishing or installation of consumable supplies (such as feed tires, ink, etc.). Performance degradations and malfunctions of the Hardware caused by the use of consumable supplies of less than equivalent quality to Vendor-approved consumable supplies are not covered by these Hardware Support Terms and will be repaired on a time and materials basis at Vendor’s then prevailing hourly service rates.
   • Parts necessary to ensure proper functioning of the Hardware will be furnished by Vendor at no additional cost over and above the maintenance charges specified in the Profile. Parts removed for replacement in the course of remedial or preventive maintenance remain the property of Vendor.
   • Before remedial or preventive maintenance is provided hereunder for Hardware that has not previously been subject to Hardware Support Services provided by Vendor, Vendor will inspect the Hardware and, if necessary, repair or refurbish the Hardware to make it comply with Vendor’s then current specifications. Such repair or refurbishment shall be performed at Meta’s expense, with Meta paying Vendor for time spent and parts and materials used in accordance with Vendor’s then current Customer Service Price Schedule.
   • Vendor shall have no obligation under these Hardware Support Terms to (i) make changes to the Hardware, (ii) furnish operating supplies or accessories, (iii) service options or attachments other than those specified in the applicable Profile, (iv) perform Voluntary OS Upgrades, or (v) provide emergency or other services not specifically provided for in these Hardware Support Terms.
4. Relocation. For an additional charge, Vendor may provide assistance, if applicable, in rearrangement and relocation of the Hardware, and the materials appropriate for such relocation (e.g., packing materials). Charges for such assistance will be based on Vendor’s then prevailing material prices and hourly service rates for service time, including travel and waiting time. Should relocation be to a site for which Vendor does not normally provide service, Vendor, at its option and upon mutual agreement with Meta, may continue service hereunder, but shall have the option to apply an appropriate surcharge to its then current prevailing service charges for the Hardware.
5. Extended Coverage.
   • The maintenance charges and applicable surcharges (if any) specified in the Profile covers Hardware Support Services during the PPM for Hardware located in the Vendor service zone applicable to the installation site of the Hardware. Service zones are based upon the number of miles from the geographic center of a city where Vendor (or its authorized agent) has a service location.
   • Subject to availability, Meta may contract for extended hours of Hardware Support Services outside the PPM ("PPM Shift Extension") on Monday through Friday, and shall pay a surcharge as specified in the Profile. In addition, where available, Meta may contract for PPM Shift Extensions to obtain Hardware Support Services on Saturday and/or Sunday, and shall pay a surcharge as specified in the Profile.
   • The following conditions apply to all PPM Shift Extensions requested by Meta:
     • PPM Shift Extensions must be contiguous to the PPM. PPM Shift Extension hours selected on Monday through Friday shall be the same each day, and hours selected for Saturdays and/or Sundays shall be the same hours for all Saturdays and/or Sundays.
     • At least ninety (90) days prior written notice is required from Meta to commence PPM Shift Extensions.
     • Unless otherwise agreed in writing by Meta and Vendor, PPM Shift Extensions must be contracted for a minimum period of six (6) months. If Meta terminates a PPM Shift Extension before the six (6)-month period expires, Meta shall be responsible for payment of PPM Shift Extension charges for the balance of the six (6)-month minimum PPM Shift Extension period.
     • All requests for PPM Shift Extensions are subject to acceptance and approval by Vendor.
   • The Hardware Support Services furnished by Vendor outside the PPM or outside contracted PPM Shift Extensions shall be subject to Vendor’s then current hourly rates for each service call. The hourly charge(s) shall apply to the time spent on-site and the travel time to and from the Hardware location with a minimum charge for services of two (2) hours on weekdays and three (3) hours on weekends or Vendor observed holidays.
6. Special Services. In the event Meta orders special maintenance and/or support services for certain Hardware by designating such services in the Profile, the corresponding Additional Terms, as referenced in the Profile, are incorporated herein by reference.
7. Conditions.
   • Meta shall ensure that, during the Hardware Maintenance and Support Term, the environmental conditions under which the Hardware is installed and used shall continue to conform to those set forth in the installation instructions and specifications provided by Vendor when the Hardware was initially installed. Meta shall be responsible for ensuring the proper use, management and supervision of the Hardware by properly trained personnel. Meta shall not perform maintenance on the Hardware without Vendor’s written authorization.
   • For Vendor to provide the Hardware Support Services, such Hardware Support Services must be ordered for (i) all Hardware comprising an integrated system, and (ii) all Software installed on such integrated system, including Hardware and/or Software subsequently purchased or licensed for use with the same integrated system.
   • Meta shall provide adequate working space, heat, light, ventilation, storage space for spare parts and tools, and electrical current and outlets conforming to the requirements set forth in the specifications for use provided by Vendor. All spare parts and tools stored by Vendor at Meta’s site and all parts and components replaced by Vendor under these Hardware Support Terms shall remain the property of Vendor. Facilities used for storage of such parts, components, tools, etc. shall be within a reasonable distance of the Hardware to be maintained, properly secured, and provided to Vendor at no charge.
   • Maintenance charges shall not cover the following: (i) electrical work external to the Hardware; (ii) changes or alterations in specifications; (iii) furnishing accessories, consumable items or supplies; (iv) painting or refurbishing the Hardware or furnishing materials for such purpose; (v) relocation, moving or reinstallation of the Hardware; (vi) installation, de-installation, or maintenance of accessories, attachments, machines, or other devices not furnished by Vendor including, without limitation, any Voluntary OS Upgrades; (vii) repairs made necessary by accident, misuse, fault or negligence of Meta, its employees, agents, contractors or invitees; and (viii) repairs made necessary due to causes external to the Hardware, such as but not limited to, failure, fluctuation or surges in electrical power, failure of air conditioning, or shortage of energy. If such services are ordered and provided by Vendor, Meta shall pay for such services in accordance with Vendor’s then current rates and terms and conditions for time and materials service.
   • If the Parties mutually agree that Vendor will provide remote diagnostic service for the Hardware maintained under this Agreement, Meta shall provide access to the Hardware via remote access technology which is approved by Meta. Vendor's access to Meta’s information technology or IT systems shall comply with all Meta IT system access and security policies and procedures communicated by Meta to Vendor. Meta shall have the right to restrict Vendor’s remote access to the Hardware at any time. Meta’s decision to not permit Vendor to gain remote access to Meta’s IT systems for performing remote diagnostic service for the Hardware shall not affect or diminish Vendor’s maintenance and support responsibilities under these Hardware Support Terms.
   • Vendor reserves the right to additionally charge Meta for services which may be required due to: (i) Meta’s non-compliance with any or all laws relating in any way to the use or operation of the Hardware, or (ii) Meta’s alterations, modifications, or attachments to the Hardware. In addition, should any alteration, modification or attachment to the Hardware interfere with the normal and satisfactory operation or maintenance of any component of the Hardware or create a safety hazard, Meta shall, upon written notice from Vendor to that effect, and within five (5) business days from its receipt of such notice, remove the alteration, modification, or attachment and restore the Hardware to its original configuration. In no event shall Meta use the Hardware for any other purpose than that for which it was designed. Notwithstanding anything to the contrary contained herein, failure of Meta to agree to the charges imposed by Vendor pursuant to items (i) and (ii) above, or failure to comply with Vendor’s instructions relative to safety standards for the use of the Hardware may, at Vendor’s sole discretion, result in the cancellation by Vendor of the Hardware Support Services provided under these Hardware Support Terms.
8. Replacement Parts Warranty.
   • Vendor expressly warrants that replacement parts installed by Vendor and/or ordered by Meta during the Hardware Maintenance and Support Term shall be free from defects in materials and workmanship (i) for new, unused replacement parts, for a period of (90) days from the date upon which such parts are installed; and (ii) for used or refurbished parts, for a period of forty-five (45) days from the date upon which such parts are installed.
   • Meta’s sole remedy with respect to replacement parts not in compliance with this warranty during the Hardware Maintenance and Support Term shall be, after Meta’s notification to Vendor, that the replacement parts not in compliance with the warranty either be repaired or replaced, as determined by Vendor.
   • EXCEPT FOR THE REPLACEMENT PARTS WARRANTY SET FORTH HEREINABOVE, VENDOR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE REPLACEMENT PARTS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

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