Vericom Support Program Service Agreement

Vericom Computers Incorporated ("Vericom") and the person (“Customer”) ordering the Vericom Support Program (“Support Program”) hereby agree that the following terms and conditions shall govern the delivery of support services by Vericom to Customer under the Support Program with respect to applicable registered Vericom products ("Products "). Subject to Customer’s termination right as set forth in Section 4 below, ordering the Support Program indicates Customer’s acceptance of the terms and conditions contained in this Service Agreement. This Service Agreement is effective upon receipt and acceptance of Customer’s order by Vericom (“Commencement Date”).

1. Services. Vericom will provide Customer the support services ("Support Services ") described at Express_Support.htm  (the “Support Site”). Such descriptions, as may be amended from time to time, are deemed to be part of this Service Agreement.
2. Restrictions. Vericom may limit or terminate the Support Services to, or may elect not to renew the Service Agreement of, any Customer who uses the Support Services in an excessive, abusive or fraudulent manner. Support Services will be provided to a single registered user only. Resale, assignment or transfer of support rights is strictly prohibited, and will be grounds for termination or non-renewal of the Service Agreement. The Support Program is not available to consultants, technical support agents, software developers or other parties using the Vericom support program on behalf of multiple clients or users. Vericom will only provide Support Services for Products that are properly registered with Vericom.
   
   
3. Exclusions. Vericom shall not be required to provide any Support Services relating to problems or issues arising out of or from (i) Customer’s use of the Products in a manner for which they were not designed, (ii) damage to the media on which the Products are provided or to the computer on which the Products are installed, (iii) Customer’s negligence, misuse or modification of the Products, or (iv) versions of Products other than the most recent version (e.g., 5.x) and one version back (e.g., 4.x), provided that Vericom shall also not be required to provide any Support Services for Products that are no longer listed on the Support Site as supported products.
   
   
4. Term and Termination. Absent early termination for the reasons stated herein, this Service Agreement shall have a term of one year from the Commencement Date. The Service Agreement shall terminate immediately upon nonpayment of the fees for the Support Services ordered. Vericom reserves the right to cancel this Service Agreement at any time or change the fees, terms, conditions, support features, procedures, pricing and support availability upon thirty (30) days notice. Customer may, by giving fifteen (15) days written notice to Vericom, terminate the Agreement on the effective date of any such change. In the absence of such notice of termination, the change will be deemed accepted by Customer. Upon cancellation or termination, Vericom will prorate and refund any excess fees paid by Customer based on the Commencement Date and the date of cancellation or termination. If Customer is not satisfied with the Support Program for any reason, including these terms and conditions, a full refund of the annual fee may be requested within the first thirty (30) days after the Commencement Date. Refund requests and other notices must be sent in writing to: Vericom Support Program, Vericom Computers Incorporated, 14320 James Road – Suite 200, Rogers, MN 55374.
   
   
5. Warranty and Disclaimer. Vericom will use reasonable commercial efforts to provide the Support Services under this Service Agreement in a professional manner, but Vericom cannot guarantee that every question or problem raised by Customer will be resolved. Nothing in this Service Agreement shall be construed as expanding or adding to the warranty for the Products set forth in the End User License Agreement that accompanies such Products. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO CUSTOMER IN ITS JURISDICTION, VERICOM MAKES, AND CUSTOMER RECEIVES, NO WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATED TO OR ARISING IN ANY WAY OUT OF THIS SERVICE AGREEMENT OR THE PROVISION OF MATERIALS OR SERVICES UNDER THIS SERVICE AGREEMENT. VERICOM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
   
   
6. LIMITATION OF LIABILITY. VERICOM’S LIABILITY UNDER THIS SERVICE AGREEMENT IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SUPPORT SERVICES ORDERED BY CUSTOMER. IN NO EVENT SHALL VERICOM HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF EQUIPMENT OR FACILITIES, OR INTERRUPTION OF BUSINESS, ARISING IN ANY WAY OUT OF THIS SERVICE AGREEMENT UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT VERICOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
   
7. Additions. Any additional services added to this Service Agreement by written notice to Customer will be governed by the terms of this Service Agreement.
   
   
8. General. This Service Agreement may not be transferred by Customer. This Service Agreement supersedes all other written and oral proposals, purchase orders, prior agreements, and other communications between Customer and Vericom concerning the subject matter of this Service Agreement and constitutes the entire agreement between Vericom and Customer regarding provision of Support Services. This Service Agreement shall be governed by the laws of the State of Minnesota without reference to conflict of law principles. The state and federal courts located in Hennepin County, Minnesota shall have exclusive jurisdiction over all disputes relating to this Service Agreement.