i)
"Support Services" means that TCS will resolve any problems with Client's reservation and owner accounting software that are caused
by the standard, "out-of-the-box" version of the software installed
on Client's computers.
ii) Problem
resolution included in this Support Agreement is specifically limited to
problems with the service and function of the TCS Reservations software; TCS
is not responsible for any problems caused by or to other software or data.
iii) TCS, at its discretion, may require web access and either
telnet or secure shell (ssh) access, to the TCS Reservations area of Client's
host server computer in order to diagnose and resolve any problems. TCS may also (at its discretion but
after consultation with Client) opt
to install TCS created utility software
that may resolve the problem.
iv) Reconciling accounting errors are not a part
of Client support; however, a TCS associate, familiar with TCS
Reservations accounting functions may be provided on a case by case basis, and
will be billed to the Client at the current prevailing hourly rate.
v)
During the term of Client's
support contact, Client is also
provided with software upgrades as they are released.
3)
Terms and
Limitations
i)
The normal term of the TCS
Reservations support contract is one year, excepting as specified in writing
between TCS and Client. The term shall begin as of Client's first request for support, or receipt of payment from Client, whichever comes first.
ii) TCS will not be obligated to provide support if Client is not current on all payments for
software and support.
Client ____________ TCS Support
Agreement ~ Page One of Three TCS ___________
iii)
If any of the following circumstances exist, TCS shall be entitled to charge
additional Software support fees plus expenses at it’s then current rates:
a. If problems in
the TCS Reservations software are
caused by modification of the software, Third Party Software or equipment by Client or a Third Party whether or not
permitted hereunder.
b. If problems in
the TCS Reservations software are caused
by the software not being used in accordance with the TCS Reservations documentation, or other instructions provided by TCS, or by misuse or neglect.
c. If problems in
the TCS Reservations software are
caused by equipment that does not meet the configuration requirements specified
by TCS.
d. If problems in
the software are caused by one or more computer viruses that have not been
introduced into Client’s system by TCS.
Client is responsible for
acquiring, maintaining and using up to date virus checking software.
e. If problems in
TCS Reservations are caused by
equipment or software provided by third parties with which TCS Reservations interfaces or operates (including but not limited
to Third Party Software, or Third Party Products), including but not limited to
problems caused by changes in such equipment or software.
4)
Proprietary
Information
i)
TCS shall not,
without permission of Client,
disclose to any third party any proprietary information or software of Client's discovered while performing
the support services. Client shall
not, without permission of TCS,
disclose to any third party any proprietary information or software of TCS's discovered because of TCS Reservations' support services.
Client ____________ TCS Support
Agreement ~ Page Two of Three TCS ___________
5)
Disclaimer
i)
TCS is not liable
for any damages whatsoever (including, without limitation, damages for loss of
business profits, business interruption, loss of business information, or any
other pecuniary loss) arising out of the use of or inability to use TCS Reservations, even if TCS Reservations has been advised of
the possibility of such damages.
ii) Neither party
shall be responsible for failure to fulfill it’s obligations hereunder or
liable for damages resulting from unforeseen circumstances or causes beyond the
non-performing party’s reasonable control, including but not limited to delay
of carriers, complete or partial shutdown of plant, unavailability of equipment
or software from suppliers, default of a subcontractor if such fault arises out
of causes beyond such subcontractor’s control, acts of God, war, riot or
insurrection, embargoes, acts of government, civil or military authorities,
catastrophe, fire, floods, strikes, shortages of transportation, facilities
fuel, energy, labor or material acts of a public enemy, or the actins or
omissions of the other party or its officers, directors, employees, agents,
contractors or elected officials and/or other similar occurrences beyond the
non-performing party’s reasonable control.
In the event of such delay, delivery or performance shall be extended
for a period of time as may be reasonably necessary to compensate for such
delay.
iii) TCS Reservations' entire liability under any provision of this
agreement is limited to the amount paid for the support contract.
6)
Jurisdiction
i)
This agreement shall be governed by the laws of Sevier
County, State of Tennessee.
For The Company Software
_________________________________________Date____________
For Client
__________________________________________Date___________
TCS Support Agreement ~ Page Three of Three