Product Services Agreement

Software Support Terms

These Software Support Terms govern the Software Support Services Vendor will provide to Meta during the Software Maintenance and Support Term and constitute a binding contract between Meta and Vendor. Vendor’s performance and Meta’s receipt of any Software Support Services is at all times subject to the terms and conditions outlined in these Software 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 Software Maintenance and Support Term, Vendor will provide the Software Support Services specified in the site-specific maintenance and support profile (the "Profile") and described in these Software Support Terms.
2. Term. The initial maintenance and support term for the Software 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 Software (the "Software Maintenance and Support Term"). Thereafter, the Software Maintenance and Support Term shall automatically renew for successive twelve (12)-month terms unless either Party terminates the Software 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. Software Subscriptions; Software Support Services.
   • Supported Software Services. The following describes the Software Support Services that are provided by Vendor during the Software Maintenance and Support Term. Supported Software is eligible for subscription services and remedial support services as described hereinbelow. Limited Support Software is only eligible for limited support as described hereinbelow.
     • Subscription Services: Vendor will give Meta written notice as to new maintenance revision levels of Supported Software available to Meta under the Agreement. Such notice may be given via a posted message on Vendor’s support website (imagetracsupport.com) as opposed to a personalized letter. New revision levels which are made generally available at no charge to Vendor’s other licensees ordering Software Support Services will be made available to Meta at no charge. Meta shall be responsible for the installation of new revisions. For the avoidance of doubt, Software Support Services excludes any election by Meta to upgrade or replace the standard operating system software utilized by Vendor with the Hardware ("Voluntary OS Upgrade"), and such Voluntary OS Upgrades do not constitute new revision levels of Supported Software for purposes of these Software Support Services. In the event Meta requests Vendor to install new revisions, such installation services shall be chargeable to Meta at Vendor’s then current rates for hourly service, plus any travel and living expenses associated with such installation services. Vendor’s notice will specify the revision level of Limited Support Software that must be used in conjunction with the new revision level of the Supported Software. Meta shall be responsible for obtaining the revision level of Limited Support Software specified. Vendor will continue to support the prior revision level of Supported Software for the period stated in the notice to Meta. Meta’s failure to utilize the latest supported revision level(s) or to utilize a temporary solution provided by Vendor at its option, shall relieve Vendor of its obligation to provide support to resolve problems which would have been corrected by use of the designated revision level or temporary solution.
     • Remedial Support Services: If Supported Software fails to operate substantially as described in the then current Documentation for such Software, Meta shall report the problem to Vendor. Remedial services will consist of Vendor’s verification of the problem’s existence, and a determination of the conditions under which the problem may reoccur. After such verification and determination, Vendor will provide, at its option, one of the following: (A) a temporary solution for the problem, or (B) a correction of the problem in the next revision level of the Supported Software.
     • Limited Support Software: Limited Support Software is either software obtained from third parties and remarketed by Vendor, or software for which only limited software support services are available. Vendor will provide telephone support to answer operational questions as to the manner in which the Limited Support Software interfaces with the Supported Software. In the event Meta believes that Limited Support Software is not operating substantially as described in the then current documentation for the Limited Support Software, Meta shall report the problem to Vendor. Vendor’s Software Support Services in such instances will be limited to verifying the problem’s existence and either reporting the problem to the supplier of the Limited Support Software or referring Meta directly to the supplier of the Limited Support Software for further technical assistance in resolving the problem.
   • Custom Software Support Services. Custom Software is provided for use with specific release levels of Vendor-developed and/or third-party Software (if applicable). Upon expiration of any warranty period specified by Vendor for the Custom Software, Vendor shall make available Software Support Services for Meta to order on a time and materials basis. Except as otherwise agreed in writing between Meta and Vendor, any requested changes to Custom Software after the initial delivery and acceptance of the Custom Software are subject to additional charges.
   • Support Availability. The Software Principal Period of Support ("SPPS") is defined as telephone or e-mail support during the hours of 8:00 a.m. to 5:00 p.m. (Central time) Monday through Friday, excluding holidays observed by Vendor. System software technical support services will be provided to Meta by Vendor Software Technical Support staff via telephone or e-mail. The phone number for Vendor Software Technical Support is 1-866-798-4265. The e-mail address is support@ibml.com. If Meta requests a SPPS any part of which is outside the hours of 8:00 a.m. to 5:00 p.m. (Central time), the Software maintenance and support charge will increase in accordance with Vendor’s then current pricing policy for after hours, weekend and holiday support. Meta may change its designated SPPS at the beginning of any calendar month by giving Vendor at least thirty (30) days prior written notice and obtaining agreement by Vendor for such change. Support other than telephone or e-mail support, support requested by Meta outside Meta’s designated SPPS, or on-site support will be billed to Meta in accordance with Vendor’s then current time and material rates and policies for after hours, weekend and holiday support. In the case of on-site support, Meta shall be responsible for reimbursing Vendor for all reasonable travel and living expenses incurred by Vendor’s support personnel in conjunction with the delivery of such support.
   • Vendor will not be responsible for maintaining or supporting any portion of the Software that has been modified by Meta or for performing any Voluntary OS Upgrades.
   • Corrections made by Vendor for difficulties or defects traceable to Meta error or system changes will be billed at Vendor’s then current standard time and materials rates.
   • Meta agrees, if requested by Vendor, to provide Vendor with reasonable support and test time on Meta’s computer system to replicate the problem, certify that the problem is related to the Supported Software, and determine that the problem has been corrected. If Meta does not provide such support and test time on Meta’s computer system, Vendor will only be responsible for using its reasonable efforts to resolve the problem.
4. Extended Coverage.
   • The maintenance charges and applicable surcharges (if any) specified in the Profile cover Software Support Services during the SPPS for Software located in the Vendor service zone applicable to the installation site of the Software. 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 Software Support Services outside the SPPS ("SPPS Shift Extension") on Monday through Friday, and shall pay a surcharge as specified in the Profile. In addition, where available, Meta may contract for SPPS Shift Extensions to obtain Software Support Services on Saturday and/or Sunday, and shall pay a surcharge as specified in the Profile.
   • The following conditions apply to all SPPS Shift Extensions requested by Meta:
     • SPPS Shift Extensions must be contiguous to the SPPS. SPPS 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 SPPS Shift Extensions.
     • Unless otherwise agreed to in writing by Meta and Vendor, SPPS Shift Extensions must be for a minimum period of six (6) months. If Meta terminates a SPPS Shift Extension before the six (6)-month period expires, Meta shall be responsible for payment of SPPS Shift Extension charges for the balance of the six (6)-month minimum SPPS Shift Extension period.
     • All requests for SPPS Shift Extensions are subject to acceptance and approval by Vendor.
   • The Software Support Services furnished by Vendor outside the SPPS or outside contracted SPPS 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 Software location or time spent on remote diagnostics or telephone support for Software, with a minimum charge for services of two (2) hours on weekdays and three (3) hours on weekends or Vendor observed holidays.
5. Special Services. In the event Meta orders special maintenance and/or software support services for certain Software by designating such services in the Profile, the corresponding Additional Terms, as referenced in the Profile, are incorporated herein by reference.
6. Conditions.
   • Meta shall ensure that, during the Software Maintenance and Support Term, the environmental conditions under which the Software is installed and used shall continue to conform to those set forth in the installation instructions and specifications provided by Vendor when the Software was installed. Meta shall be responsible for ensuring the proper use, management and supervision of the Software by properly trained personnel. Meta shall not perform maintenance on the Software without Vendor’s written authorization.
   • For Vendor to provide the Software Support Services, such Software 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 Software 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 Equipment to be maintained, properly secured, and provided to Vendor at no charge.
   • Maintenance charges shall not cover the following services: (i) changes or alterations in specifications; (ii) furnishing accessories, consumable items or supplies; (iii) reinstallation of the Software; (iv) installation, de-installation, or maintenance of accessories, attachments, machines, or other devices not furnished by Vendor including, without limitation, any Voluntary OS Upgrades; and (v) repairs made necessary by accident, misuse, fault or negligence of Meta, its employees, agents, contractors or invitees. 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 Software maintained under these Software License Terms, Meta shall provide access to the Software 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 Software 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 Software shall not affect or diminish Vendor’s maintenance and support responsibilities under these Software Support Terms.
   • ibml reserves the right to additionally charge Buyer for services which may be required due to: (i) Buyer’s non-compliance with any or all laws relating in any way to the use or operation of the Software, or (ii) Buyer’s alterations, modifications, or attachments to the Software. In addition, should any alteration, modification or attachments to the Software interfere with the normal and satisfactory operation or maintenance of any component of the Software or create a safety hazard, Buyer shall, upon written notice from ibml to that effect, and within five (5) business days from its receipt of such notice, remove the alteration, modification, or attachment and restore the Software to its original configuration. In no event shall Buyer use the Software for any other purpose than that for which it was designed. Notwithstanding anything to the contrary contained herein, failure of Buyer to agree to the charges imposed by ibml pursuant to items (i) and (ii) above, or failure to comply with ibml’s instructions relative to safety standards for the use of the Software may, at ibml’s sole discretion, result in the cancellation by ibml of the Software Support Services provided under these Software Support Terms.

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