HomeMy WebLinkAboutJPD 1 YEAR WORD SYSTEMS, INC.
Remote Technical Services Agreement
This is a remote technical services agreement(hereafter referred to as Agreement)between Word Systems,Inc.(hereafter referred to as
WSI)and the Customer Jeffersonville Police Department (hereafter referred to as Customer).Customer's signature on
the Quotation,Price Sheet or other document to which this Agreement is an Exhibit constitutes Customer's agreement to the terms and
conditions below.
This Agreement,together with its Attachments and any related sales quotations,price sheets or other documents to which it is attached,which
are all hereby incorporated by reference,sets forth the entire understanding of the parties hereto with respect to its subject matter,and
supersedes any other agreement,verbal,written and/or implied.The services herein are provided by WSI in lieu of any other product
warranties or service commitments from WSI.
WSI agrees to support,maintain and repair Customer's equipment and/or software listed below on a best efforts basis for the charges shown
below.This Agreement becomes effective on its start date,shown below,and shall continue for the term, also shown below.No refunds shall
be given for Technical Services cancelled or terminated during the term,except as expressly set forth herein.The rates herein may be
increased upon renewal and as otherwise set forth in this Agreement considering factors that include,but are not limited to,inflation,fuel
costs,availability of parts,software,history of support calls and parts used during previous term.Technical Services shall be invoiced in
advance of each term.At the end of the initial tern,this Agreement will automatically renew for successive one-year terms at WSI's then
current annual rates unless either party provides written notice of non-renewal at least 30 days prior to the applicable expiration date.
Start Date: 8/11/17
Initial Term of Agreement: 1 Year
Amount of Initial Term: g 2,129.04
Equipment and Software Covered Under this WSI Remote Technical Services Agreement
This Agreement will cover remote Service, Support,Parts and Labor for items listed below.
Equipment Make&Model Number: NICE NRX/Inform
Serial Number/Software License#: 34940901
See Attachment A for additional equipment covered under this Agreement
I.SERVICE WSI will provide to Customer best efforts technical support services as follows
A. Support on software and equipment listed in on this page and in any Attachment hereto.WSI may provide error correction on
software by means of a"temporary fix,"in which case it will continue to use reasonable efforts to pursue a permanent solution.
B. Twenty-four hour phone and/or remote desktop support for emergency status,8-5 M-F EST for non emergency.
C. Repairs will be performed via phone or remote desktop and replacement parts will be furnished at no charge(not installed)on a best
efforts basis,provided that Customer returns the defective parts.The returned defective and/or worn parts replaced become
I property of WSI.WSI reserves the right to replace or exchange any defective piece of equipment or accessory with another if it is
determined there is a need to do so,regardless of age or serial number.WSI personnel will perform the installation or repair of any
WSI system on a best efforts basis using phone and or remote desktop services.
D. Remote installation of software,field engineering,change orders or enhancements to basic equipment and software that is required
by the manufacturer to correct a problem.It must be determined to be essential and be needed to keep the equipment running.This
does not include extra features and enhancements that are sold to increase performance or functionality.
E. All training by WSI will be done thru remote desktop between 8 am and 5 pm,Monday through Friday,EST,excluding holidays.
Word Systems,Inc 9225 Harrison Park Court,Indianapolis IN 46216 Ph:1800.425.7637
II_CHARGES Additional Charges,if any,will be assessed per this Agreement as shown below:
A. Labor hours plus travel expenses for anylall onsite training or technical support.
B. Customer agrees to pay for any consumable items provided by WSI.Customer agrees to pay for parts that normally wear out 0
older than 5 years.Customer agrees to pay for the repair of items damaged or dropped by Customer.
C. WSI will charge for time and materials for performing any services connected with relocation of equipment and expansions of
equipment.WSI will charge time and materials rates for all repairs and software support needed to repair computer virus
contamination of our WSI Computer System.The Customer agrees not to load any software on our WSI computer without written
permission from the WSI Service Manager.WSI is not responsible for telephone lines,induced noise by radio stations and other
equipment,cabling and connections other than those items WSI supplies to the Customer to install WSI equipment.
D. WSI Will charge for any installation of equipment upgrades and expansions,software enhancements,software and related
modifications or additional attachments and accessories that the Customer requests but would not normally be essential to keeping
the equipment operational with its then current functionality.
E. WSJ will charge for any parts that must be replaced due to cause other than normal wear and tear or damages caused by accident,
abuse,or for work done due to inadequate training or operator errors.
F. New additional equipment or software purchases will result in adjustment of maintenance and support charges.Customer will be
invoiced for support premiums related to such additions.The invoice will be pro-rated to coincide with the term of this Agreement
G. Service charges for equipment or software or training not covered by this Agreement will also be at the current prevailing Word
Systems,Inc.rates.
H. WSI shall not have any obligations with respect to problems due to any modification of the equipment or software by anyone other
than WSI,the improper combination of equipment or software with other products not provided by WSI,or the use of the software or
equipment in an unreasonable manner.Any services that WSI agrees to perform due to the foregoing shall be charged at then
current rates.
I. WSI shall not have any obligations with respect to problems due to Customer's failure to install standard software updates or comply
with the manufacturers'recommended operating environment or specifications,or due to changes in Customer's own network or
hardware.Any services that WSI agrees to perforin due to the foregoing shall be charged at then current rates.
III.EXCLUSIONS WSI will not provide
A. Electrical work or cables,plumbing,drilling or carpentry work external to WSI equipment.
B. Maintenance of accessories,attachments or other devices not fumished by WSI.
C. Free loaner equipment.WSI recommends the Customer buy spare terminals and accessories to replace broken units until WSI can
make repairs(if the application is so critical that repairs can't wait).
D. Free repairs for damages from external computer virus contamination.
E. Free repair for lightning and high voltage power surge damage to our equipment while at the Customer's site.
F. Operator training by a WSI support technician.See WSI account representative for all training needs.
G. Additional equipment or upgrades to existing equipment or operating systems,software or other tools or utilities or networks or
components that may be required in connection with a manufacturer's major software upgrade.
H. Support in resolving network,workstation,database,environmental or other errors not directly related to the software and
equipment listed in this Agreement.
I. Movement of equipment to a new location.
Warranty Exclusion WSI is providing technical services in lieu of any warranties or service commitments from WSI.to the fullest extent
permitted by law,the services herein and the software and equipment are provided"as is."WSI does not warrant that the equipment and
software will operate uninterrupted or error free or that all defects will be corrected or that they will meet customer's requirements or will
operate in combinations with other equipment,software,or data not provided by WSJ.WSI disclaims all warranties,express or implied,with
respect to any of the foregoing,including but not limited to any implied warranty of merchantability or fitness for a particular purpose,
workmanlike efforts,non-infringement or warranties arising by statute or otherwise in law or from a course of dealing or usage of trade.
IV.WSI RESERVES the right to modify or delete any term or condition of this Agreement by giving a 30-day prior notice to Customer,in which
case Customer may terminate this Agreement by giving WSI written notice of its intent to terminate within 30 days of its receipt of notice from
WSI regarding the change,in which case WSI will provide a pro-rata refund of pre-paid Technical Services Fees for the remainder of the term.
V.LIABILITY DISCLAIMERS WSJ shall not be liable or held responsible for any delay in or failure or defect of performance under this
Agreement,or be liable for any other consequence,damage,injury,or loss,caused by or resulting from any act,event,occurrence,or cause
beyond the reasonable control of WSI, including(without limitation)acts of God,war,fres,explosions,floods,strikes,major mechanical
breakdown,system malfunctions,interruption of utility services,acts of any unit of government or agency thereof,work stoppage,breakdown,
virus contamination,theft,loss of data, lack of available parts from the manufacturer,loss caused by power failures,loss caused by lack of
Customer equipment or software backups,or work done due to lack of proper training of Customer's personnel.Customer is expected to
backup all data,voice and video files and to protect the computer from incoming virus damage.Service calls that are caused by any of the
foregoing exclusions shall be invoiced at the currently published time and materials rates.
Word Systems,Inc 9225 Harrison Park Court,Indianapolis IN 46216 Ph:1800.425.7637
To the fullest extent permitted by law:
A. WSI and its officers,directors, employees,shareholders,agents and representatives shall not be liable to
customer or any other party for incidental,special,exemplary or consequential damages(including,without
limitation, loss of anticipated profits, loss of data,and loss of goodwill)arising out of or related to this
agreement or the good and services provided,even if advised in advance of the possibility of such damages.
B. Except with respect to damages caused by WSI's willful misconduct,WSI's liability(including attorneys'
fees)to customer or any third party arising out of or related to this agreement and the good and services
provided shall,for any and all causes and claims regardless of the form of action,whether based on
contract,tort, negligence,strict liability,indemnification or otherwise, in the aggregate not exceed the price
paid by reseller for the particular good(s)or service(s)involved prior to such claim's accrual under which
such damages arose.
VI.CUSTOMER RESPONSIBILITY It shall be the responsibility of the Customer to have equipment protected by WSI approved
uninterruptible Power Supply(UPS)and to use WSI approved storage media and perform preventative maintenance as described in the
Operators Manual,It is the responsibility of the Customer to have trained personnel operating the equipment.Additional training is available
from WSI for an additional charge as new people are hired to run the equipment.The Customer shall make the equipment available to the
service department representative as soon as a representative arrives on-site and agrees to allow the WSI technical services representative
access to the equipment,immediately upon arrival.Any delays will be charged for at our regularly published service rates.Access will be
given to him/her for as long as it takes to repair and adequately test the equipment.
VII.TRAINING Training provided with the purchase of a system consists of on-site training upon completion of installation as agreed upon on
Exhibit A of original purchase agreement.Detailed training shall encompass an overview of all functions and features necessary to operate
equipment.It is the responsibility of the Customer to have basic PC knowledge prior to system training on new equipment. Upon completion of
initial training should Customer require additional training of staff,WSI will invoice Customer at standard WSI training rates.
VIII.GOVERNING LAW:VENUE This Agreement and any matters and disputes related thereto shall be governed by and construed in
accordance with the laws of the State of Indiana without regard to the choice of law principles thereof.Any cause of action arising hereunder
may only be brought in a federal or state court located in Marion County,Indiana.Each party expressly agrees that Marion County shall be
deemed to be a county of preferred venue and each such party waives any entitlement each might otherwise have to a transfer of venue out of
Marion County under any preferred venue requirements of Indiana Trial Rule 75 or any other venue rules or laws which may be applicable.
The parties hereby submit to the exclusive jurisdiction,those courts.
IX.SEVERABILITY In the event that any of the provisions of this Agreement is held to be invalid or unenforceable in whole or in part by a
court of competent jurisdiction,those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and
enforceable as though the invalid or unenforceable provisions had not been included in this Agreement,and this Agreement shall be
construed by adding a valid provision which effectuates the intent of th valid provision as nearly as lawfully possible.
WORD SYSTEMS,INC. C S O ER
By:
Print Natne:Janyll M. Stierwalt
Print Name;]a,-Le m0C �,
'title:Sales Representative Title:
_m;l U n f
Date:7/25/17 Date: -(�- / .7
Word Systems,Inc 9225 Harrison Park Court,Indianapolis IN 46216 Ph:1800.425.7637