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CRAMCS
<br />Software License and Services Agreement
<br />AMCS Business System
<br />7.1.1. Fees and Charges. CLIENT agrees to pay for the Professional Services, in
<br />accordance with AMCS's established charges, and rates in effect when the Professional
<br />Services are rendered, subject to agreements W the contrary set forth in this Agreement or
<br />the Software Proposal. Unless otherwise agreed in writing, fees for Professional Services
<br />rendered pursuant to this Agreement will be Invoiced weekly, and will be payable upon
<br />receipt of Invoice, without withholding, deduction or off set of any amounts for any purpose
<br />CLIENT shall pay applicable sales or use taxes on products or services sold or provided to
<br />CLIENT by AMCS.
<br />CLIENT shall reimburse AMCS for any reasonable out of pocket expenses Including travel
<br />Ume bz and from the CLIENT's site, lodging, meals, telephone, and shipping, as may be
<br />necessary in connection with duties performed under this Agreement by AMCS. No travel
<br />and living expenses shall be reimbursed except for travel at CLIENT's request; it being
<br />understood that all diagnostics and correction work will ordinarily be provided at the home
<br />office of AMCS.
<br />7.1.2. Control and Supervision. From time to time, AMCS shall designate a project manager
<br />for CLIENT and a AMCS engagement manager. Nosh the CLIENT project manager and the
<br />AMCS engagement manager will be responsible for directing the specific activities
<br />of their
<br />respective staff assigned to assist in accomplishing the Professional Services
<br />7.2. Support Services. AMCS shall provide to CLIENT the Software support services
<br />(the "Support Service; J set forth in the Software Proposal in accordance with the terms and
<br />conditions set forth In this Agreement and In the Software Proposal. AMCS and CLIENT may
<br />amend, change or modify the Support Services from Ume to time hereafter by the mutual
<br />execution and delivery of a Supplemental Schedule by the parties.
<br />AMCS shall provide to CLIENT off -site, 24 x 7 Software support. The provision of Support by
<br />AMCS to CLIENT shall be subject to work scheduling and the determination of AMCS (in sole
<br />discretion) as W the pronly that such support activities will be assigned, taking Into account
<br />the nature and magnitude of the Issue to be resolved, the availability of technical staff, and
<br />previously scheduled work.
<br />If selected, AMCS shall provide Support from Monday through Friday, excluding national
<br />holidays, from 7:00 AM to 8:00 PM ET, and also shall provide after-hours access to CLIENT
<br />with AMCStedurkians. During our normal business hours, AMCS will make available to
<br />CLIENT qualified technical AMCS personnel for issue resolution, advice and consultation
<br />regarding the use of the software. After our published business hours, for Critical Issues (as
<br />hereinafter defined), a AMCS technician will be paged, and will contact the CLIENT within
<br />one (1) hour of the call receipt. For purposes of this Agreement, "Critical Issues" are defined
<br />as those limited Instances where or when a problem with the Software or defect In
<br />application of the Software for the Intended use and purpose threatens to materially Impede
<br />the ability of the user to conduct and operate Its business.
<br />7.2.1. Fees For Support Service In consideration for the Support Services, the CLIENT
<br />shall pay the fees set forth in the Software Proposal in accordance with Section 5 hereof.
<br />The fees and costs for an additional modules purchased by CLIENT or any amendment,
<br />change or modification of Support Services shall be determined by AMCS. Notwithstanding
<br />anything contained herein to the contrary, AMCS reserves the right, in its discretion, to
<br />Increase any fees for Support Services by providing 15 days notice to CLIENT thereof.
<br />7.2.2. Support Guidelines. On -site support will be provided only by prior arrangement and
<br />In the event remote support Is not adequate to correct problems or enable use of the
<br />Software In the manner and purpose Intended.
<br />Notwithstanding anything provided herein, diagnosis and connection of dirficultles or defects
<br />traceable to CLIENT emor, thlyd party products, system changes, failure to follow
<br />instructions, failure to review provided application documentation, or other misuse of the
<br />Software or attempt to modify the Software will be billed at our applicable contract or
<br />non -contract time and material rates in effect at the time the service was provided.
<br />The CLIENT acknowledges and agrees that third -party product support is not Included and Is
<br />billable to the CLIENT In accordance with existing rate structure.
<br />If, during the diagnosis of a support event It is determined that an Issue is not included
<br />under the Support Services, the CLIENT will be notified that they will be billed at the
<br />appropriate published rates. CLIENT acknowledges and agrees that the representative of
<br />CLIENT contacting AMCS shall be authorized to approve their incurring of charges and that
<br />no additional approval is required, unless otherwise notified by the CLIENT at the time of the
<br />support event. The CLIENT acknowledges that although all attempts will be made
<br />to do so, some Issues may not be resolved during the initial call and all Issues will
<br />be resolved on a priority basis (as determined by AMCS).
<br />The Support Services do not Include: network support, monitoring, backup, Installation, or
<br />warranty on or of the CLIENTS network hardware or software. As a convenience to the
<br />CLIENT, AMCS has several support staff members who are certified MS Windows network
<br />specialists. If the CLIENT contacts our offices requesting network support, the CLIENT will
<br />be billed the applicable consulting rate.
<br />7.2.3. Version Upgmdes and Software Updates. Upon the release of a new version of the
<br />Software, AMCS will make available version upgmdes to the CLIENT In accordance with the
<br />terms of the Software Proposal. Version upgrades do not Include additional data conversion,
<br />training, onsite or remote installation, travel time, or related travel expenses.
<br />Upon AMCS's release of a Software update, AMCS will send a notification of the update
<br />release to the CLIENTS system administrators or other designated panes via e-mail.
<br />CLIENT may obtain a Software update by contacting the AMES Support Desk. The CLIENT
<br />Is responsible for Installation of software updates on their network. If the CLIENT fails to
<br />Install the update wimin fourteen (14) days of being notified, AMCS will not be responsible
<br />for Issues that could have been prevented if update had been installed. AMCS shall not be
<br />responsible for the CLIENTS installation of an update in an environment that does not meet
<br />stated AMCS supported environments. CLIENT on request that AMCS install the release
<br />provided that AMCS shall be paid the standard consulting rates for such services. Rekase
<br />Installation typically requires between one and two hours and can be scheduled to be
<br />completed after hours at the published overtime rates.
<br />7.2.4. Additional Fees and Expenses. In the event that CLIENT uses a dial -up modem (as
<br />opposed or "DSL" or "T-1" tins used by most commercial operations), AMCS shall charge a
<br />25% surcharge on the standard fees for the Support Services,
<br />Support Services do not Include travel labor at travel and lodging expenses for onsite
<br />services provided to the CLIENT. Travel labor will be billed at actual time at the applicable
<br />contract or noncontract rate. Travel time is calmkated portal-to-portal (from our personnel's
<br />existing location to the CLIENT location) during normal business hours. For travel outside of
<br />the business hours stated above, the CLIENT will be charged 1.5x the list price during
<br />weekends and 2x the list price for during holidays. All travel expenses will be billed at actual
<br />cost, with the exception of meals and vehicle mileage, which will be billed at the standard
<br />unit rates.
<br />7.2.5. Term for Support Services. The term for the Support Services shall commence as of
<br />date hereof and shall expire on the 3rd anniversary of the date hereof (the "Termination
<br />Date'); provided however, on the Termination Date, and on each anniversary of the
<br />Termination Date thereafter, the term of this Agreement shall automa0cally be extended for
<br />an additional one (1) year period (each such one year extension period Is hereinafter
<br />referred to as a "One year Extension'); and, provided further. either parry may terminate
<br />this Agreement In accordance with Section 8.
<br />8. Termination.
<br />&1. AMCS shall be entitled to terminate this Agreement and demand the removal and
<br />return of the Software if CLIENT Is In default of its obligations under this Agreement and the
<br />CLIENT has not taken reasonable steps to cure the default within a period five (5) calendar
<br />days from the date of recelpt of such written notice specifying the default and Intention to
<br />terminate by AMCS.
<br />8.2. Notwithstanding any other provision of this Agreement, AMCS shall be entitled to
<br />terminate this Agreement and demand the removal and return of the Software with prior
<br />notice but without providing CLIENT an opportunity to cure If: (a) CLIENT fails to make any
<br />payment due under this Agreement within thirty (30) calendar days of Its due date; (b)
<br />CLIENT makes any unauthorized use of or modulations to the Software, in any other way
<br />violates any of the restrictions on the use, protection of and dissemination of the Software or
<br />Confidential Information set forth in furs Agreement; (c) makes any assignment of assets or
<br />business for the benefit of creditors, or if a trustee or receiver Is appointed to administer or
<br />conduct IN business or affairs, or if It is adjudged in any legal proceeding to be either a
<br />voluntary or Involuntary bankruptcy or, (d) breaches any provision of any separate end -user
<br />license agreement with any Third Party Licensor.
<br />8.3. The right of termination shall be In addition Wall other rights and remedies to which
<br />AMCS is entitled at law or in equity pursuant to this Agreement. Upon termination or
<br />expiration of this Agreement In any manner provided herein, CLIENT shall immediately cause
<br />and desist from any and all use of the Software or Documentation, and any warranty
<br />provided under Section 9 of this Agreement shall be void.
<br />&4. Upon termination or expiration of this Agreement in any manner provided herein all
<br />originals, of the Software and Documentation and all copies thereof, all derivative works
<br />thereof, and any material, in any media, embodying any part of the Software, Program
<br />Concepts or Documentation; and certify in writing mat CLIENT has fully performed the
<br />foregoing.
<br />9. Warranty and Limitations.
<br />9.1. AMCS warrants for a period of one (1) year mat for so long as CLIENT pays the
<br />Software Fees and obtains On -Going Support from AMCS and remits, on a Nmely basis, the
<br />related Support Fees In connection with the Software (excluding Third Party Software) shall
<br />function substantially In accordance with the Information set forth in AMCS "Help Screens"
<br />and online specifications located on the AMCS website provided by AMCS (or AMCS's
<br />Licensor). In all Gees, AMCS's sole obligation in respect of a breach of this warranty shall be
<br />to modify or replace the Software as to correct the defective performance, or (it) at AMCS's
<br />option, obtain the advice and assistance of AMCS's Licensor to modify or replace the
<br />Software so as to correct the defective performance. CLIENT shall give AMCS prompt
<br />written notice of any claims under the foregoing warranties.
<br />9.2. The foregoing warranties shall not apply In the extent that any alleged Infringement
<br />or defect derives from: (e a combination of the Software with any program, equipment or
<br />device not supplied or recommended by AMCS, 00 any modification or customization of the
<br />Software that has not been performed or authorized by AMCS; or (lie CLIENTS failure to
<br />promptly Install any Updates or Upgrades provided by AMCS (or AMCS's Licensor).
<br />9.3. Limitations on Warranty. Except as provided above, AMCS makes no warranties
<br />regarding the Software, either express or Implied, and expressly disclaims the warranties of
<br />merchantability and fitness for a particular purpose for the software, data, documentation,
<br />and any warranty of non -infringement. Under no circumstances shall AMCS be liable for any
<br />(I) losses, costs, expenses or damages to CLIENT In an amount exceeding fifty (50%)
<br />percent of the total of the Licensing Fees by CLIENT to AMCS under this Agreement, or (Ie
<br />any losses or damages whatsoever, whether direct, Indirect, Incidental, consequential, special
<br />or exemplary, loss of business profits, business intermptlon, loss of business Information,
<br />loss of goodwill, tomous conduct, or other pecuniary loss, arising out of or in any way
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