These terms and conditions apply to the System Maintenance Services (“SMS”) to be provided by PostProcess Technologies, Inc. (PPT) for the PPT Solution purchased by Customer.
These SMS terms and conditions supplement the General Terms and Conditions (“GTCs”) that apply to the covered PPT Solution. In case of any ambiguity, the SMSs shall govern.
PPT shall provide the following:
Section 1. PPT SMS (System Maintenance Services)
A. Telephone Technical Support (+1.866.430.5354) for diagnosing potential PPT Solution problems including both PPT Solution hardware and software and attempted resolution.
B. Free copies of PPT Solution software releases (not covered by separate software license agreements) made available during the maintenance agreement coverage period.
C. Free exchange of faulty parts for PPT Solution hardware. PPT will respond with a best effort to arrange shipment of part(s) where and when possible.
D. Maintenance agreement includes all parts except consumables and other parts subject to routine wear (specific consumables & parts identified in Maintenance Checklist)
E. After a full remote diagnostic has been completed and an onsite visit has been deemed necessary, an Application or Field Service Engineer will coordinate travel with the Customer to resolve the issue.
Section 2. Customer Responsibilities
A. Customer agrees to maintain and operate all equipment and to maintain the equipment site environment as specified by PPT. This includes following all recommended routine maintenance steps provided in the users manual and given during the solutions training and integration. Any documented case of violating PPT site preparation and/or materials storage guidelines may render this Agreement void. Customer agrees that nothing in this agreement will require PPT to provide any external electrical work; equipment reconditioning or refurbishing; repairs or adjustments due to abuse, modification or alteration, or due to any external cause such as fire, flood or other intervening causes (collectively “Extraordinary Repairs”).
CUSTOMER ALSO AGREES THAT DURING THE WARRANTY/MAINTENANCE PERIOD ONLY PPT MANUFACTURED OR PPT CERTIFIED CONSUMABLES AND PARTS WILL BE USED WITH THE SOLUTION. IF, DURING THE WARRANTY/MAINTENANCE PERIOD, CUSTOMER USES NON-CERTIFIED PARTS OR CONSUMABLES THE WARRANTY AND MAINTENANCE AGREEMENT ARE VOID.
B. Customer will make at least one trained staff person fully available to PPT personnel for purposes of assisting with any telephone or on-site maintenance or repair services to be provided hereunder.
C. Customer will remain solely liable for ensuring that its data and files are adequately documented for backup purposes and Customer agrees that PPT will not be liable for any lost data or any data reconstruction costs.
D. PPT will make a Preventive Maintenance Visit (1 visit annually for the Emerald Maintenance Plan and 2 visits annually for the Diamond Maintenance Plan) at a date and time to be determined by PPT and Customer. All onsite training and software upgrades (not covered by separate software license agreements) are to occur at the time of pre-scheduled Preventive Maintenance visits. However, virtual training sessions or remote software upgrades can be provided with greater flexibility at the Customer’s convenience.
E. Any services not expressly identified as maintenance services in the Maintenance Checklist and/or any Extraordinary Repair services provided will be charged at PPT’s then-current repair rates.
Section 3. Limitation of Liability
EXCEPT FOR THE LIMITED WARRANTY PROVIDED WITH THE PPT SOLUTION AT TIME OF PURCHASE, PPT MAKES NO WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED REGARDING THE PPT SOLUTION, SOFTWARE AND/OR ANY SERVICES OR PARTS SUPPLIED HEREUNDER, AND PPT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
CUSTOMER AGREES THAT IN NO EVENT WILL PPT BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, DOWNTIME, LOST SAVINGS OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, EVEN IF PPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER FURTHER AGREES TO ACCEPT A REFUND OF ANNUAL MAINTENANCE FEES HEREUNDER IN THE EVENT AND TO THE EXTENT A COURT OF COMPETENT JURISDICTION IMPOSES ANY DAMAGE LIABILITY IN EXCESS OF SUCH AMOUNT, AND CUSTOMER ACKNOWLEDGES THAT THIS PROVISION IS BOTH REASONABLE AND A MATERIAL FACTOR IN THE ESTABLISHMENT OF MAINTENANCE RATES HEREUNDER, AND THAT SUCH RATES WOULD BE SIGNIFICANTLY HIGHER IN ABSENCE OF CUSTOMER’S VOLUNTARY
AGREEMENT TO LIMIT PPT ORATIONS’ POTENTIAL DAMAGE LIABILITY HEREUNDER.
No action arising out of any alleged breach of this Agreement may be brought by either party more than one year after the initial cause of action has accrued.
Section 4. Maintenance Fees; Renewal Term
Customer agrees to pay a one-time, nonrefundable maintenance fee payment prior to the Effective Date, which will entitle Customer to specified maintenance services for a one year period (or multiple years) from the date thereof. This Agreement will be subject to automatic renewal for additional twelve-month periods, which can be accepted by Customer each year upon payment of PPT then-current renewal fee prior to expiration of the current term of this agreement; however, prior to expiration of any term of this Agreement, PPT has the right to withdraw the offer of renewal for another term. In the absence of any renewal, Customer agrees to pay PPT then-current rates for any parts, repair or maintenance services provided. Unless pre-authorized by PPT, the ability to upgrade to another maintenance plan with expanded coverage can only be executed at the expiration of this current maintenance plan.
FAILURE TO RENEW SMS PRIOR TO EXPIRATION MAY SUBJECT CUSTOMER TO A RECERTIFICATION FEE. THIS FEE COVERS THE VIRTUAL INSPECTION OF THE PPT SOLUTION VIA VIDEO CHAT (OR ONSITE AS NEEDED) TO ENSURE THE PPT SOLUTION IS STILL IN GOOD WORKING ORDER. THIS FEE DOES NOT INCLUDE ANY PARTS OR LABOR ASSOCIATED WITH RETURNING THE PPT SOLUTION E TO WORKING CONDITION.
Section 5. General
This Agreement will be governed by the laws of the State of New York. This Agreement (including exhibits) is the parties’ complete and exclusive understanding, and supersedes all prior oral or written agreements regarding post-warranty maintenance services. This Agreement can only be waived, modified or amended via a written addendum signed by authorized representatives of each party.
This Agreement cannot be transferred by Customer without PPT’s prior written consent, which consent will not be unreasonably withheld.