Terms & Conditions - Graphic Communications
Contents
1. consist of routine maintenance services required to keep the Products in proper operating condition Additional scheduled PMs may be purchased to supplement coverage Note PM services MAY NOT be included in the Standard Plan for a particular Product 4 4 Extended Hours Depending upon local service capabilities available extended hour plans include 5 6 and 7 day 8 16 and 24 hour options at additional cost Kodak will use commercially reasonable efforts to provide Service outside of Agreement Hours as shown below Any such service performed will be billed at prevailing Kodak Per Call Overtime rates 4 5 Holidays Contract support will not be provided on National holidays New Years Memorial Independence Labor Thanksgiving and Christmas Days Support is available on a best efforts basis at prevailing Per Call Holiday rates 4 6 Response Time Kodak s objective is to provide service during Kodak s normal working hours within the following time frames Distance from Kodak Service City Within Agreement Hours Zone 1 0 to 50 Miles Per coverage purchased Zone 2 51 to 100 Per coverage purchased Zone 3 Over 100 Miles Next Business Day Over 200 miles Contact Kodak 10 11 Kodak will use its best commercial efforts to meet its response time objectives provided however Kodak is not liable for any failure to do so 4 7 Advanced Unit Replacement AUR Support if applicable If Kodak determines a Product is not operating2. software approved by Kodak which satisfies the respective manufacturer s Product specifications i keep the site environmental ranges within the specifications set forth by the manufacturer of the relevant Product j provide continuous and appropriate resource availability during problem resolution k FOR SOFTWARE ASSURANCE ONLY I Have a telephone available in the work area and allow remote access to Kodak service Failure to meet these obligations may result at Kodak s sole option in the imposition of additional charges at prevailing Per Call rates or immediate termination of this Agreement upon notice to Customer 2 1 Customer Software Prior to service commencing on computers with hard drives Customer is responsible for creating a back up copy of the file from the hard drive Kodak is only responsible for formatting if required and transferring those files deemed necessary for formatting as more precisely outlined in the Kodak formatting procedures for specific Products Customer is responsible for restoring data Kodak shall not be held liable for any damages arising from or relating to the loss of data any software or any other information contained on a computer or similar device or contained in or stored on a Product 2 2 Product Condition Customer warrants that the Product covered by this Agreement a is in proper operating condition b is without any unauthorized modifications c has all safety features in working cond
3. EASTMAN KODAK COMPANY Document Imaging Products Standard Maintenance and Software Assurance Services Terms and Conditions Eastman Kodak Company Kodak and you the customer Customer enter into these Standard Maintenance and Software Assurance Service Terms and Conditions the Agreement and agree that the terms and conditions of this Agreement will apply to the provision of services by Kodak for the products defined below located in the United States Hawaii and Alaska a ten percent 10 premium applies in Alaska All components of a Product as defined herein that are mechanically electronically or remotely interconnected must be inspected tested and adjusted as one operating unit to diagnose and correct malfunctions effectively Kodak Products that incorporate Kodak Software must be covered by a Kodak Agreement and all interconnected components of that Product must also be covered by warranty or the same level of service that is provided under this Agreement The initial term of the Agreement Initial Term between Customer and Kodak shall be for one year Thereafter the Agreement shall automatically renew at Kodak s then effective policies support plans and current price schedule for successive twelve 12 month periods each a Renewal Term The terms and conditions set forth below plus the description of services and charges contained in the Kodak invoice and the provisions of the Agreement shall govern the re
4. York without regard to its conflict of laws principles 11 Use of Other Party s Name Except as necessary to perform their obligations under this Agreement neither party may make any reference to the other party its trademarks or trade names in advertising public announcements or promotional materials without express written permission from the other party 12 Severability If any provision of this Agreement is held to be illegal invalid or unenforceable under present or future laws effective while this Agreement remains in effect the legality validity and enforceability of the remaining provisions shall not be affected thereby and in lieu of each such illegal invalid or unenforceable provision the parties shall negotiate in good faith to add a provision similar in terms to such illegal invalid or unenforceable provision as may be possible 13 Waiver Of Default Any failure of either party at any time or from time to time to require or enforce the strict keeping and performance by either party of any of the terms and conditions of this Agreement shall not constitute a waiver by either party of a breach of any such terms or conditions in the future and shall not affect or impair such terms or conditions in any way or the right of either party at any time to avail itself of such remedy as it may have for any such breach of any term or condition No waiver of any right or remedy hereunder shall be effective unless expressly stated in writing b
5. aced at no charge become the property of Kodak NOTE If Kodak determines that Parts service publications or technical support needed to maintain or repair Products are not available Kodak will cancel the Agreement and issue a prorated credit for any remaining prepaid coverage 4 10 Consumables If Customer also purchases consumables from Kodak under this Agreement Kodak will provide consumables in an amount equal only to a manufacturer recommended one year supply without charge to the Customer Customer must purchase all requirements for consumables beyond such one year supply at the prices charged by Kodak Any Agreement including consumables is a fixed term contract and may not be cancelled by Customer at any time prior to the end of the term except in the case of a breach by Kodak 5 Kodak Software Modifications and Upgrades 5 1 Kodak will provide Maintenance Upgrades Software Patches and telephone assistance of a technical nature on licensed Kodak Software only Kodak may issue Maintenance Upgrades or Patches and or provide for on site services necessary to correct errors that significantly affect software performance in accordance with Kodak s Software Product operating specifications Unless documentation states otherwise support will be provided for the current and previous version release of the Kodak Software For licensed Kodak Software Maintenance Upgrades and Patches are at no charge and include one copy of the user s manual and
6. consistently within manufacturer s specifications Kodak will provide next day AUR subject to availability of courier service The replacement Product will perform at the minimum specifications of the current Product but may not be the exact make and model When AUR support is necessary Kodak will ship the replacement unit to Customer s location transportation prepaid Upon delivery of a replacement unit Customer must place the malfunctioning unit in the shipping case apply the enclosed labels and call the carrier for pickup within 5 business days after receiving the AUR Kodak will pay the return transportation charges If the Customer has not returned the malfunctioning unit within 10 business days Customer will be invoiced the list price of the unit and becomes responsible for such charge 4 8 Depot Service if applicable If Kodak determines the Product is not operating consistently within manufacturer s specifications Kodak will instruct the Customer regarding shipment of the Product to Kodak for repair Kodak will repair the Product and return the Product to Customer 4 9 Parts Items as referenced in the manufacturer s manual s required to maintain Products operating consistently within manufacturer s published specifications may not be included in this Agreement and will be invoiced separately Parts or components replaced by Kodak will be either new or remanufactured to Kodak new product standards Parts removed from the system and repl
7. f the non performing party Such cause s may include but are not limited to acts of God or the public enemy fires floods epidemics and unusually severe weather material shortages strikes or similar labor disruptions 19 Additional Terms These terms may be amended or supplemented only by the express agreement of the Parties in writing and signed by each Party 20 Entire Agreement Amendment This Agreement may be amended or supplemented only by the express agreement of the parties This Agreement and the terms and conditions set forth in the original equipment warranty which are incorporated herein represents the entire agreement and supersedes all prior agreements and understandings whether written or oral with respect to the subject matter of this Agreement Furthermore in the event of a conflict of terms between this Agreement and the original equipment warranty this Agreement shall be the controlling document
8. ition and d has been maintained in accordance with manufacturer s Product performance specifications Kodak reserves the right to inspect the Product and site installation to confirm that Products meet those conditions At Kodak s discretion such inspection and any repairs necessary to bring the Product up to those conditions shall be treated as Per Call Service If at any time Customer fails to maintain the Product in proper operating condition as described above Kodak may cancel this Agreement immediately upon written notice to Customer 3 How to Obtain Service For Product Customer must call Kodak s Customer Support Center at 1 800 356 3253 and provide the Product s K number or serial number which number shall be located on the respective Product s For Kodak Software Customer must call Kodak s Customer Support Center at 1 800 822 1414 and provide the serial number 4 Types of Service Available 4 1 Telephone Support Kodak will provide toll free telephone support between 8 00 a m and 5 00 p m Monday through Friday Customer local time 4 2 On Site Service Product only Kodak will provide on site service between 8 00 a m and 5 00 p m Monday through Friday Customer local time On Site Service includes adjustments and or replacement of parts required to maintain Products operating consistently within manufacturer s published specifications 4 3 Periodic Maintenance Product only Periodic Maintenance PM services will
9. l not apply to claims for injury to persons or damage to tangible property caused by the sole negligence or fault of Kodak or by persons under its direction or control 8 This Agreement does not cover and Kodak shall not be responsible for a operating system services e g database maintenance recovery product integration or application support b system administration services e g system restarts error monitoring and reporting basic system matters including restoring the database c network system administration e g installation of new software packages maintenance of user and group accounts solving network problems performing system maintenance functions monitoring networks installing application software maintaining configurations d consultation services e version release or software support to other than licensed Kodak Software Products f Product installation set up configuration or other non repair services g cable and installation of cable runs or any acquisition of permits h Customer training i circumstances beyond Kodak s control such as customer overriding bypassing or defeating interlock switches on equipment or devices sold by Kodak or any other a party j problems due to failure of Customer to conform to Kodak s site specifications provided in the manufacturer s documentation k time spent in locating Product not at the specified location or waiting for Product availability 1 relocatio
10. lationship between the parties Any additional or inconsistent terms and conditions included in the Customer s purchase orders shall be deemed null and void and of no effect 1 Products Products covered by this Agreement are commercial office equipment non make or model specific used by customers in an office environment and software that is developed and or distributed by Kodak Kodak software 2 Customer Responsibilities Customer will designate an authorized representative for the purpose of interacting with Kodak s service personnel The Customer representative and the Customer must a provide initial problem solving assistance to site users b coordinate all requests for assistance and act as liaison with Kodak service personnel c perform appropriate problem analysis and corrective actions by following troubleshooting instructions and remedial actions as prescribed by Kodak d maintain system and Product documentation and install software updates maintenance upgrades and patches supplied by manufacturers e perform preventative maintenance and error recovery procedures as defined in the individual Products users manual f supply consumable items or other components that are replaced due to normal wear and or as specified in the relevant manufacturer s manual s g provide service personnel with immediate access to the Products when service is requested h when necessary supply and maintain a modem and communication
11. n of Product or service associated with relocation m seasonal hibernation de installation and reactivation re installation n service or parts associated with any unauthorized modifications attachments or service o rebuilding or reconditioning of Product p misuse or abuse of Product or q failure to follow Kodak s operating instructions or instructions provided by the manufacturer Kodak may provide at its sole discretion service in these situations under the Per Call terms and at prevailing Per Call rates 9 Confidentiality of Customer Data Kodak does not wish to receive any confidential information of Customer in the course of providing maintenance services and Customer is expected to take all reasonable precautions to avoid disclosing any of its confidential information or that of its customers employees or clients Confidential Information to Kodak and its employees or contractors However in the event that Kodak s employees or contractors become exposed to Confidential Information Kodak will ensure that such information is protected against unauthorized disclosure using the same degree of care but no less than a reasonable degree of care as Customer uses to protect its own information of a like nature 10 Governing Law This Agreement will be governed by and construed in accordance with the substantive laws of the State of New York as applied to agreements entered into between two residents of the State of New
12. or changes 5 2 Kodak reserves the right to develop new features and functionality improvements which will be offered to Customers as Version Releases under a separate price schedule Kodak Capture Pro software must not have a lapse in maintenance coverage in order to entitle the user to free Version Releases 5 3 All Kodak Software is subject to the terms and conditions of the Kodak Software License that was in effect at the time the Kodak Software was licensed from Kodak License Terms are applicable as long as the Kodak Software is being used even if maintenance services are no longer available 6 Property of Kodak Maintenance material tools documentation diagnostics and test equipment provided by Kodak shall remain the exclusive property of Kodak 7 Limitations The Services outlined in these terms are Kodak s only obligation Kodak will not be responsible for any indirect incidental consequential or special damages resulting from the sale use or improper functioning or inability to use the Products and or related software regardless of the cause nor will Kodak be responsible for damages of any nature that are not caused by Kodak or are caused by circumstances out of Kodak s control Such damages for which Kodak will not be responsible include but are not limited to loss of revenue or profit loss of data downtime costs loss of use of the Product cost of any substitute Product facilities or services This limitation of liability wil
13. y the waiving party 14 Independent Contractor Customer shall act as an independent contractor and nothing herein shall be construed to make Customer or any of its employees officers directors or representatives the agent employee or servant of Kodak 15 Assignment Neither party may assign this Agreement without the prior written consent of the other party Any attempted assignment whether by divestiture operation of law change of control merger or otherwise in contravention of the above shall be null and void and of no force or effect Kodak however may assign this Agreement without the Customer s consent to any third party which acquires all or substantially all of that portion of the business assets of Kodak to which this Agreement pertains whether by merger reorganization acquisition sale or otherwise 16 Forum All actions arising out of or related to this Agreement must be filed in a court of competent jurisdiction in the State where the Services were delivered 17 Billing and Terms of Payment Commercial billings are in advance and prices will vary depending upon billing arrangements annual quarterly etc and a premium may apply Payment terms are net 30 days from date of invoice 18 Force Majeure With the exception of any payments due hereunder neither party shall be liable for failure to perform under this Agreement if such failure to perform arises out of cause s beyond the control and without fault or negligence o
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