cenconmaintenanceagreement.pdf

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P/N 2068.017 Rev C 02/2012 Page 1 of 3

This Software Maintenance and Support Agreement

(Agreement) is between (the licensee name and address

supplied during the on-line registration entry) hereinafter referred

to as (Licensee) and Kaba Corporation, herein after referred to

as Kaba with its principal place of business at 749 West Short

Street, Lexington, Kentucky 40508.

DEFINITIONS

Software refers to the actual copy of all or any portion of the

final commercial release(s) of Kabas Cencon 4 and/or CenTran

4 (and above only) Software technology, code, components,

dynamic link libraries and programs delivered via any media,

whether provided in source, object or executable code format(s),

inclusive of backups, updates or upgrades supplied under

this Agreement. Hardware is defined as the Kaba USB Key

Security Device (USB Keybox) and customer coded orange

installation key only, and does not include any other Smart

Keys, Cencon Locks, customer-supplied PC hardware or other

device(s) not specifically defined in this agreement. Previous

Version is the most recent major release of Cencon software

prior to the current supported major release. EnhancementRequest is only an acknowledgement by Kaba of a customer

request for potential additions or changes to the Software. An

Enhancement Request is not an agreement by Kaba to accept,

produce, engineer, include, or create any changes to the Software

or Hardware. Maintenance and Support Period (M&S Period)

is the current paid for period as defined by the initial purchase of

this agreement or a subsequent paid M&S Period renewal term

as defined herein.

ARTICLE 1 - TERM AND FEE

The initial term of this Agreement shall begin upon receipt of a

Maintenance and Support purchase order or online M&S Period

registration event and shall continue for a period of one year

(12 months) at the fees contained in the Kaba sales Quotation.Thereafter, Licensee may continue the service for annual M&S

at the then current fee. All second (2nd) year renewals will be

prorated and adjusted to align the M&S Period with a calendar

year renewal cycle. All Software and Hardware purchases made

during an existing M&S Period will be prorated according to

the remainder of the M&S Period contract date and billed at

the pro-rated fee. Kaba shall invoice the Licensee more than 30

days prior to the end of the contracted term. Should Licensee

decide to extend the Agreement, Licensee shall pay the invoice

in advance of the renewal date (which is January 1st of the

next calendar year) at the agreed upon adjusted rate based on

incremental software and hardware purchases made during the

current M&S Period for the next M&S Period. Should Licensee

allow this Agreement to expire, Licensee must purchase and

upgrade to the current version of the Software in order to register

for a new M&S Period.

ARTICLE 2 - SOFTWARE MAINTENANCE, TECHNICAL

SUPPORT AND UPDATE SERVICE

Kaba Mas will provide all Software releases, service packs,

updates and patches to the Software for a period of twelve

(12) months. Software updates are provided only for hardware

platforms and operating systems supported by the Software

as described in the Software documentation. Licensee is

responsible for, and Kaba assumes no responsibility in the

acquisition, installation or support of updates or interfaces for any

nonstandard devices or custom applications.

This Agreement includes Technical Support from one of our

designated Kaba regional support centers. Licensee will receive

Technical Support for the products defined within this agreement

for the duration of this agreement which includes the Software,assistance in solving problems arising from the installation and

use of the Software, Hardware and interfacing of Hardware, the

operation of the Cencon Locks, and the logging of enhancement

requests and Software bugs submitted by the user.

Kaba will also provide technical support for the Previous Version

of Software, for a minimum period of 12 months from the release

date of the most current major release. After this 12 month period

Kaba may, at its sole discretion, announce Maintenance and

Support discontinuation on the previous major release of the

Software.

This agreement includes a no-charge USB Key Security Device

protection plan. During the term of this agreement, should aUSB Keybox fail, Kaba will supply a replacement, programmed

with the appropriate security information, shipped express by

Kabas agent of choice, to the Licensees location of the failed

Keybox installation at no charge to Licensee. A written request

for replacement must be made by Licensee and copied to two

(2) other management personnel in Licensees organization.

Licensee MUST return the defective USB Keybox, using a Kaba

RMA number clearly identified on the packaging, to Kaba within

10 business days or Licensee will be billed for the replacement

USB Keybox. If the M&S Period is allowed to terminate for any

reason the Keybox protection plan is automatically void.

This AgreementDOES NOTinclude:

1. Altered or modified Maintained Software.2. Any combination of Maintained Software and other Software

versions not covered by this Agreement.

3. A release of the Software for which maintenance has been

discontinued.

4. Discrepancies caused by Licensees negligence or fault.

5. Discrepancies caused by customer hardware malfunction.

6. Discrepancies that do not significantly impair or affect

the operation of the Maintained Software. This includes

discrepancies other than items 4 and 5.

7. Maintained Software used on a computer, operating system

or data-base other than that specified as supported by Kaba

documentation.

8. Guaranteed technical support response times.

9. Support of the database outside of the operational

characteristics of the Software or other programs or systems that

access the database not defined as supported in this agreement.

ARTICLE 3 TECHNICAL SUPPORT OPERATING HOURS

Licensee may contact Kaba Cencon Technical Support during

standard Technical Support operating hours. After hours support

(outside of the published hours) provided by any Kaba Support

Center will be considered a billable event. Kaba Support Centers

may, at their discretion, take emergency Technical Support calls

during their standard operating hours from customers located in

other defined Technical Support regions. THESE CALLS MAY BE

SUBJECT TO THE STANDARD KABA HOURLY BILLABLE RATE.

CENCON 4 SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT


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ARTICLE 4 TERMINATION

This Agreement may be terminated by either party giving the

other thirty (30) days notice of the intent to terminate prior to the

end of the term identified in Article 1.

ARTICLE 5 LIMITATION OF LIABILITY AND REMEDIES

Kaba shall use reasonable efforts to provide corrections, at

the discretion of Kaba, in the form of work-around, support

release, update disk, correction disk, or electronic transfer

equivalent, patch, major upgrade or other suitable form for any

errors reported and determined to be in the software or thedocumentation. The correction shall be provided at no cost to

the Licensee for the term of this Agreement. Kaba warrants that

the Software does not and will not contain, at the time issued

or delivered by Kaba to Customer, any Harmful Code. Harmful

Code means any program routine, device or other undisclosed

feature, including without limitation, a virus, worm, trojan

horse, malicious logic or trap door, that is designed to delete,

disable, interfere with, perform unauthorized modifications to, or

provide unauthorized access to the Software or the end users

respective hardware, data or programs. Kaba warrants prior

versions for a period of 12 months from the release of the most

current major release; the software will substantially comply with

the documentation of that release and with Kabas published

specifications pertaining to that release of the Software.

THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO

THE IMPLIED WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY,

KABA DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND,

EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED

TO, THE IMPLIED WARRANTIES OF MERCHANT ABILITY,

FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE,

SYSTEM INTEGRATION, AND NONINFRINGEMENT. KABA DOES

NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION

WILL MEET LICENSEES NEEDS, OR THAT LICENSEESOPERATION OF THE SAME WILL BE UNINTERRUPTED OR

ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR

WILL BE CORRECTED.

If Kaba fails to fulfill its obligations under this Agreement,

Licensees sole and exclusive remedy is the right to terminate this

Agreement immediately for the affected software.

IN NO EVENT SHALL KABA BE LIABLE TO LICENSEE FOR

COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR

SERVICES, LOST PROFITS, LOST SALES OR BUSINESS

EXPENDITURES, INVESTMENTS OR COMMITMENTS

IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY

GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR

RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE

OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY

OF LIABILITY, AND WHETHER OR NOT KABA HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE

LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE

OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

ARTICLE 6 LICENSE

Maintenance and Support is provided subject to the terms and

conditions of this agreement. The Software License terms are

defined by the Kaba Software License Agreement, the terms

of which will be indicated on Kabas website or enclosed in

the Software package, depending on the method of delivery.

Licensee may use only the type and number of copies of the

Software, data and documentation as defined in the Software

License Agreement for which the appropriate license fees have

been paid to Kaba. Contract is not automatically transferred to

any firm that may acquire the Licensee, or automatically binding

on any additional firms the Licensee may acquire. Kaba will hold

Licensee harmless from any damages or liabilities resulting from

claims that the Software/Services or their use infringe on patents,copyrights, or similar intangible rights. Licensee may not assign

the rights granted hereunder, or any of them, without the prior

written consent of Kaba.

All trademarks, service marks, trade names, logos, or other

words or symbols identifying or associated with the Software or

the business of Kaba (Marks) remain the exclusive property of

Kaba and its licensors. The Marks may only be used to identify

the Software and any activities with respect to the Software.

Licensees use of the Marks, as provided herein, will end upon

the effective date of termination or expiration of this Agreement,

except to the extent reasonably required in order to provide any

surviving end user support or Software distribution permitted

under this Agreement and only for the duration thereof.

Title and ownership rights to the Software will remain exclusively

with Kaba and its licensors.

ARTICLE 7 APPLICABLE LAWS

The laws of the State of Kentucky and rules and regulations

issued pursuant thereto shall be applied in the interpretation,

execution and enforcement of this Agreement.

ARTICLE 8 ENTIRE AGREEMENT

This Agreement constitutes the sole and entire agreement of the

parties as to the subject matter set forth herein and supersedes

any previous agreements, understandings and arrangements

between the parties relating to such subject matter. Anymodification(s) or amendment(s) to this Agreement must be in

writing and signed by an authorized representative of each party.

IN WITNESS WHEREOF, the parties have caused this agreement

to be executed and effective as of the date of the on-line

Cencon 4 form submittal which includes the checked box for the

Licensees acceptance of the Agreement.

Current Kaba Cencon Support Centers

Kaba Mas LLC

Lexington, KY USA

Tel: +1.859.253.4744

Toll Free US 800.950.4744

Fax: +1859.255.0932

Email: [email protected]

8:00am to 5:30pm EST.

Monday to Friday

Excluding Holidays


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(Licensee)

By:

Authorized Signature Printed Name:

Title:

Date:

KABA CORPORATION

By:

Authorized Signature Printed Name:

Title:

Date:

LICENSEE CONTACT INFORMATION

Contact:

Address:

City, State, Zip:Telephone: Fax:

E-mail:

For internal use only:

Customer Software Purchase Order Number:

Date of Order:

Date of Shipment:

Training Date (if applicable)

KM Quotation Number:

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