HomeMy WebLinkAboutESSC Inc MedixSafe; 2020-01-27;MedixSafe Software Maintenance Services & Technical Support Agreement
ESSC Inc. MedixSafe provides a 6-month deployment, maintenance, and technical support service for all
MedixSafe products. This initial service is included in the purchase price and begins when the order is shipped.
After this time period has expired, customer may purchase these services through two options only. Customer
may pay hourly at a rate of $7S per hour with a 1-hour minimum or purchase a yearly maintenance agreement
which includes technical support.
The terms and conditions of this agreement are set forth below.
The following Software Maintenance Services Terms and Conditions (these "Terms & Conditions") are an integral
part of the Software Maintenance Services and Technical Support Agreement (this "Services Agreement") between
ESSC Inc. MedixSafe and Customer. ESSC Inc. MedixSafe shall provide maintenance services and technical support
as more fully described herein to Customer for the MedixSafe product and Software.
NOW THEREFORE, in consideration of the foregoing, the mutual covenants set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ESSC Inc. MedixSafe and
Customer agree as follows:
DEFINITIONS
1. 1. Customer means the end-user entity whose authorized agent has ordered Maintenance Services from ESSC
Inc. MedixSafe or from an authorized distributor.
1.2. Enhancement means any modification or addition that, when made or added to the Software or Firmware
materially changes its utility, efficiency, functional capability.
1.3. Error Correction means either a modification or an addition that, when made or added to the Software,
establishes material conformity of the Software to the functional specifications, or a procedure or routine that,
when observed in the regular operation of the Software, eliminates the practical adverse effect on Customer of
such nonconformity.
1.4. Error means any failure of the Software to conform in all material respects to its functional specifications as
published from time to time by ESSC Inc. MedixSafe. However, any nonconformity resulting from Customer's
misuse, improper use, alteration, or damage of the Software, or Customer's combining or merging the Software
with any hardware or software not supplied or identified as compatible by ESSC Inc. MedixSafe, shall not be
considered an Error.
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1.5. Releases mean new versions of the Software, which may include both Error Corrections and Enhancements.
Such Releases may be provided either as patches to or complete replacement of the Software. A "generally
available" release is a release which is available to the public at large. Releases do not include new products,
optional enhancements or new or add-on products that are priced and sold separately by ESSC Inc.
MedixSafe. ESSC Inc. MedixSafe is the sole determiner of the availability and designation of a Release.
SCOPE OF MAINTENANCE SERVICES AND TECHNICAL SUPPORT
2.1. During the maintenance term, ESSC Inc. MedixSafe shall provide maintenance services in support of the
Software and firmware. Maintenance Services shall include both technical support services and software releases
and upgrades.
2.2. Support. Subject to the terms and conditions of this Agreement, ESSC Inc. MedixSafe shall provide Customer
with support services as described in this section.
2.2.1. Support Hours. ESSC Inc. MedixSafe shall maintain standard service hours between 08:00 -16:30 Monday
to Friday, Central Standard Time excluding all public holidays.
2.2.2. Telephone Support. ESSC Inc. MedixSafe shall provide a support telephone line to respond to support
requests. The support telephone line shall be staffed during the hours of 8:00-16:30 CST Monday to Friday,
excluding all public holidays. The support line is 901-282-8522.
2.2.3. E-mail Support. ESSC Inc. MedixSafe shall provide e-mail support between 08:00-16:30 CST Monday to
Friday, excluding all public holidays. Address: ccortes@essccorp.com.
2.2.4. Support requests outside standard service hours. All voicemails and emails will receive a response during
the next normal business day. Urgent voicemail requests receive a live response within one hour of the start of the
next normal business day.
2.2.5. Remote Support. Initial support will be provided in part by directing Customer to use certain diagnostic
tools available for the Software. If this proves insufficient to resolve the support request, if Customer grants
explicit permission, and if Customer establishes and maintains the appropriate network configuration, ESSC Inc.
MedixSafe personnel will access the Software remotely and provide remote systems support.
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WARRANTIES AND LIMITATIONS OF LIABILITY
3.1 CUSTOMER FURTHER ACKNOWLEDGES THAT ESSC INC. MEDIXSAFE MAXIMUM AGGREGATE LIABILITY TO
CUSTOMER UNDER ANY LEGAL THEORY {INCLUDING ITS OWN NEGLIGENCE) FOR DAMAGES ARISING DIRECTLY OR
INDIRECTLY OUT OF THE PURCHASE, SALE, USE OF AND/OR INABILITY TO USE THE MAINTENANCE SERVICES WILL
NOT IN ANY EVENT EXCEED THE LESSER OF (a) THE ACTUAL DAMAGES SUFFERED BY CUSTOMER OR (b) AN
AMOUNT EQUAL TO TWO (2) TIMES THE MAINTENANCE FEE PAID BY CUSTOMER TO ESSC INC. MEDIXSAFE WITH
RESPECT TO THE ANNUAL PERIOD DURING WHICH THE APPLICABLE CLAIM FOR DAMAGES FIRST ACCRUED.
3.2 ALL TERMS AND CONDITIONS OF ORIGINAL SALES PURCHASE AGREEMENT BETWEEN ESSC INC. MEDIXSAFE
AND CUSTOMER WILL REMAIN IN EFFECT AND THIS AGREEMENT SHALL NOT CHANGE THEM.
MISCELLANEOUS
4.1. Governing Law/Arbitration. The laws of the State of Tennessee, excluding its choice of law provisions, will
govern the formation, interpretation, and performance of this Agreement.
4.2 Force Majeure. Neither party to this Agreement shall be liable to the other for any delay or failure by such
party to perform its obligations (excluding obligations to pay money) under this Agreement if such delay or failure
arises from any cause or causes beyond the reasonable control of such party, including, without limitation, labor
disputes, strikes, acts of God, floods, lightning, shortages of materials, rationing, utility or communication failures,
earthquakes, casualty, war, acts of the public enemy, riots, insurrections, embargoes, blockades or regulations or
orders of governmental authorities. If a party to this Agreement shall be delayed or prevented from performing
such party's obligations pursuant to this Agreement due to any cause beyond such party's reasonable control, such
delay shall be excused during the continuance of such delay and the period of performance shall be extended to
the extent necessary to enable such party to perform its obligations after the cause of such delay has been
removed; provided, however, if such performance is delayed for thirty (30) or more days, the party entitled to the
benefit of such performance may elect to terminate this Agreement.
4.3 AUTOMATIC RENEWAL: This agreement will automatically renew in one year from the date of initial contract
signing date. This agreement can be cancelled by either party within 30 days of the renewal service.
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Charges for this Service
Yearly Charge for ESSC Inc. MedixSafe Software Maintenance Services and Technical Support Agreement.
1 to 10 MedixSafe Products: $300.00 year
11 to 29 MedixSafe Products: $500.00 year
30 to 59 MedixSafe Products: $700.00 year
60 to 90 MedixSafe Products: $900.00 year
Over 90 MedixSafe Products: Call for a Quote
Your Yearly Charge Will Be: --~$3=0~0~.0~0~--------
Accepted by authorized agent:
Company Name: ---=C=ar'-'-'ls=b=a=-d -'-F"--1 re=--=-D=ep=a"-rt"'-m'-'-'e=n=t ___ _
Printed name: ___ f--\._,~~-~~-~~~~~~~~~-----
Signature: __ ......-::::::::::::::::==--:::::;;;;:;:-~==~<::?:?:::;2._ __ _
Date: _______ .,c.../_-~2~?~-~Z~u~Z.~o~
ESSC Inc. Agent:
Printed Name: __ L_in_d_sa~y_M_c_C_o_ll_um _______ _
Signature: L~ f-.1cCo-llu,wi;
Date: 1/15/2020
APPROVED AS TO FORM
CelitJw City Attorney
By. ___ ~;;;....;; ....... ----
Asst/Deputy City Attorney
City of Carlsbad, CA
Contact Lindsay Mccollum at lmccollum@essccorp.com to execute this agreement, or call
855-MEDIXSAFE (633-4972).
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