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HomeMy WebLinkAboutTouchShare Inc; 2014-02-03; (7)^cyTouchShaTe OEC»S!ONS IN S!6HT- TOUCHSHARE HARDWARE MAINTENANCE AGREEMENT (This Agreement is to be completed and signed by botli Licensor or its Value Added Reseller and Licensee, unless this Agreement is incorporated as an integral part of a separate sales/purchase agreement, in which case the signatures on or other acknowledgment of the parties regarding such sales/purchase agreement shall also constitute both Licensor's and Licensee's acknowledgment of and agreement to the terms of this Agreement.) This Agreement is made this 3_day of February_, 2014_ ("Effective Date"), between (i) TouchShare, Inc. ("Licensor"), a Delaware corporation, with its principal place of business at 46 Smith Alley, Suite 230, Pasadena, Ca. 91103, and (ii) _City of Carlsbad ("Licensee"), a corporation of , or a federal, state, or local govemmental unit, with its principal place of business at Carlsbad, California , which, intending to be legally bound, hereby agree as follows: 1. INTRODUCTION 3.1 Hardware Maintenance. In the event that 1.1 Licensor has delivered to Licensee certain TouchShare ® Hardware and granted to Licensee a license to use TouchShare Software pursuant to the TouchShare Software License Agreement (the "License Agreement"). 1.2 Licensee desires to receive, and Licensor desires to provide, support services for the TouchShare Hardware in accordance with the terms and conditions of this Hardware Maintenance Agreement. 2. DEFINITIONS All capitalized terms used in this Hardware Maintenance Agreement shall have the meanings defined herein or in the License Agreement. 3. SUPPORT Licensor shall fumish the following services throughout the term of this Agreement; provided, however, that Licensor shall not be obligated to fumish any such services in circumstances described in Section 3.3: TouchShare Hardware fails to operate in accordance with the Specifications, Licensee shall give Licensor (or the VAR, if the VAR is providing maintenance support) written notification of the failure (or other means of notification as authorized by TouchShare from time to time), and shall provide Licensor (or the VAR) with all other information reasonably requested. Upon receipt of notice from Licensee of any failure. Licensor shall use commercially reasonable efforts to diagnose the cause of the failure. Upon completion of the diagnosis, Licensor (through the VAR, if appropriate) shall advise Licensee of the source of the failure. Unless the failure falls within the exclusions set forth in Section 3.3, Licensor shall use commercially reasonable efforts, without charge (other than for travel costs incurred in connection with necessary onsite visits), to correct the failure. Such correction may include, at Licensor's discretion, any combination of repair of original hardware or replacement of components or entire units with new or refurbished hardware. Such correction shall occur within ten (10) business days after the receipt of the defective Equipment by Licensor. If Licensee has purchased the Advanced Exchange Maintenance option and the Licensor determines that the Equipment is defective, replacement Equipment will be TouchShare Hardware Maintenance Agreement (October 2013) \\\DC - 22720/0001 - 2225453 v2 provided within three (3) business days of the notification and diagnosis of failure. The Licensee must retum the defective Equipment in the provided shipping container within seven (7) business days after receipt of the replacement Advanced Exchange Equipment or Licensor will invoice Licensee for the then current price of the replacement equipment. The Licensee is responsible for transport payment of the defective hardware to TouchShare. TouchShare is responsible for transport payment of the repaired or replacement system to the Licensee. If the failure falls within Section 3.3, Licensor (through the VAR, if appropriate) shall fumish Licensee with a written estimate of the cost of correction (to include charges for parts, labor, and travel expense), and if Licensee authorizes correction, Licensor shall use commercially reasonable efforts to correct the failure. With respect to each failure which Licensor is not obligated to correct, Licensee shall be invoiced for the cost of the diagnosis in accordance with the applicable Licensor Service Rate. 3.2 Telephone Support. The Licensor project manager or a member of the TouchShare services support staff will be available to answer questions regarding the TouchShare Hardware from Licensee's project manager or from any one of up to three (3) other persons designated to Licensor in writing from time to time by Licensee's project manager and, as appropriate, to render by telephone other hardware support services. Such services shall be provided hereunder Monday through Friday, except holidays, during Licensor's normal business hours, 9am to 5pm PST. In connection with any request by Licensee for telephone support. Licensee shall provide Licensor with all printouts and other information reasonably requested. 3.3 Exclusions. Licensor shall not be required to provide any support services described in this Section which are necessitated by, or otherwise in connection with: (a) modification of the TouchShare Software or Hardware by anyone other than Licensor or the VAR; (b) use of the TouchShare Software or Hardware for any purpose other than as intended; (c) use of any other software; (d) any willful or negligent action or omission of Licensee; or (e) any misuse or incorrect use of the TouchShare Software or Hardware. In the case of third party commercial hardware products Licensee shall have the benefit of any warranty provided by the original equipment manufacturer. 4. PAYMENTS 4.1 Maintenance Fee. Licensee shall pay Licensor the Maintenance Fee identified on quotation hereto in accordance with the payment terms set forth in Section 4.5 below. Licensor shall have the right, at its sole option, to increase the Maintenance Fee for any subsequent one (1) year period so long as the Maintenance Fee does not exceed the amount that would have been reached by a ten percent (10%) increase each prior year. 4.2 Travel Costs. Licensee shall reimburse Licensor for reasonable travel costs and expenses (including living expenses reasonably convenient to Licensee's location) incurred by Licensor personnel in accordance with the then-current Licensor travel and expense reimbursement policy, in cormection with services performed at Licensee's location or at any other location requested by Licensee. 4.3 Expenses. In addition to the expenses specified in Section 4.2, Licensee shall reimburse Licensor for any other approved and requested out-of-pocket expenses otherwise agreed upon by the parties. 4.4 Taxes. All amounts described herein are exclusive of all federal, state, municipal or other govemmental excise, sales, value-added, use, personal property and occupational taxes, excises, withholding obligations and other levies now in force or enacted in the fiiture and any interest or penalties levied thereon, and, accordingly, the amount of all payments hereunder is subject to an increase equal to the amount of any tax Licensor or the VAR may be required to collect or pay in connection herewith other than any tax on the net income of Licensor or the VAR. 4.5 Payment Terms. See Section 4 of the Purchase Terms and Conditions. Should Licensor be required to begin an action against Licensee to collect any payments due, Licensee shall pay all costs of collection, together with interest due and reasonable fees of attomeys and other professionals. 4.6 Govemment Licensees. If Licensee is a U. S. govemment agency, then the Prompt Payment Act, 31 USC Ch. 39, and 5 CFR part 1315 shall apply in lieu of subsections 4.1 through 4.5. 5. WARRANTY DISCLAIMER THE SUPPORT OBLIGATIONS SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF, AND LICENSEE HEREBY WAIVES, ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, QUIET ENJOYMENT, OR NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR COURSE OF PERFORMANCE. LICENSEE EXPRESSLY ACKNOWLEDGES THAT BECAUSE OF THE COMPLEX NATURE OF COMPUTER SOFTWARE, LICENSOR CANNOT AND DOES NOT WARRANT THAT THE OPERATION OF THE TOUCHSHARE WILL BE WITHOUT INTERRUPTION OR ERROR-FREE. 6. TERM AND TERMINATION 6.1 Term. Unless otherwise specified in Exhibit A, the initial term of this Maintenance Agreement shall commence upon the expiration of the Warranty TouchShare Hardware Maintenance Agreement (October 2013) \\\DC - 22720/0001 - 2225453 v2 Period, and shall expire, unless sooner terminated in accordance with Section 6.2, upon the first anniversary thereof ("Initial Maintenance Term"). Upon the expiration of the Initial Maintenance Term, Customer will have the option to purchase an additional year (s) of Maintenance support at the then current Maintenance price. 6.2 Termination Prior to Expiration. This Agreement may be terminated by either party if the other party has not performed any material obligation or has otherwise breached any material term of this Agreement (a) immediately upon receipt of written notice thereof if the breach or nonperformance is incapable of cure, or (b) upon the expiration of thirty (30) days (or any longer cure period authorized by the non-breaching party with respect to any individual breach) after receipt of written notice thereof if the breach or nonperformance is capable of cure and has not then been cured. In addition, this Agreement shall terminate automatically upon termination of the License Agreement for any reason. 7. INCORPORATION OF LICENSE TERMS The following sections of the License Agreement are hereby incorporated and shall govem with respect to the performance and enforcement of this Agreement and any error corrections, enhancements, and other software or services delivered hereunder: 5 (Ownership), 7 (Confidential Information), 11 (Disputes, Arbitration), 14 (Limitation of Liability), 15 (Non Export), and 16 (General Terms). 8. EXECUTION The parties may indicate their assent to this Agreement either by executing it in the spaces provided below, or by incorporating it by reference or by attachment in a separate duly-executed agreement. In either case, this Agreement may be adopted on behalf of Licensor by signature of an authorized employee or of a VAR. LICENSEE By: >\.K, Title:^tS^<^XX*H fYV\MAC>^ Date: /ks. i/-^ TouchShare Hardware Maintenance Agreement 3-(October 2013) \\\DC - 22720/0001 - 2225453 v2 W^ToiichShare \^ DECISIONS IN StGHT- TOUCHSHARE PURCHASE TERMS AND CONDITIONS (This Agreement is to be completed and signed by both Licensor or its Value Added Reseller and Licensee, unless this Agreement is incorporated as an integral part of a separate sales/purchase agreement, in which case the signatures on or other acknowledgment of the parties regarding such sales/purchase agreement shall also constitute both Licensor's and Licensee's acknowledgment of and agreement to the terms of this Agreement.) This Agreement is made this _3_day of February , 2014_ ("Effective Date"), between (i) TouchShare, Inc. ("Seller"), a Delaware corporation, with its principal place of business at 46 Smith Alley, Suite 230, Pasadena, California 91103, and (ii) City of Carlsbad ("Customer"), a corporation of , or a federal, state, or local governmental unit, with its principal place of business at Carlsbad, California , which, intending to be legally bound, hereby agrees, in conjunction with a Purchase Order provided to TouchShare, to the following Purchase Terms and Conditions, as well as the associated TouchShare Hardware Maintenance Agreement and TouchShare Software Maintenance Agreement, as applicable: 1. Definitions 1.1 "Customer" means any person, firm, company or other legal entity that places an order for the supply of Equipment or Software. 1.2 "Equipment" means the hardware and associated non-Software items identified in the Quotation. 1.3 "Software" means the software items identified in the Quotation. 1.4 "Quotation" means the quotation issued to the Customer by TouchShare. 1.5 "Purchase Price" means the Price in United States Dollars as set forth in the "Quotation" for the TouchShare Equipment and Software. 2. General. These Terms and Conditions and the TouchShare Software License Agreement (collectively, the "Agreement") shall apply to all orders for Software and Equipment placed with Seller. 3. Acceptance of the Agreement. The Quotation is valid for a period of thirty (30) days from the date thereof. If Customer has not accepted the Agreement before the thirty (30) day period ends, the Quotation and any offer contained therein shall be deemed withdrawn. Acceptance by Seller of any order is conditional upon acceptance by the Customer of this Agreement which shall, in relation to the TouchShare Equipment and Software, override all other terms and conditions inconsistent herewith, whether express, implied or otherwise, including any terms or conditions which the TouchShare Purchase Terms and Conditions (October 2013) \\\DC - 22720/0001 - 2225453 v2 Customer purports to apply under any purchase order, confirmation of order, specification or other document. Additional or different terms or conditions proposed by Customer (including any additional or different terms provided in a purchase order) shall be void and of no effect unless specifically accepted in writing by Seller. Seller shall not be bound by this Agreement by issuing a Quotation to the Customer or by Customer placing a purchase order unless and until Seller has shipped TouchShare Equipment and Software per the FOB Terms on the Customer Purchase Order and/or TouchShare quotation. 4. Payment Terms. Customer shall pay Seller the Purchase Price as set forth in the Quotation for the TouchShare Equipment and Software. Upon receipt of Customer's purchase order. Seller shall issue an invoice pursuant to shipment of TouchShare Equipment and Software per the terms of the Customer Purchase Order or TouchShare quotation. The invoice is payable in full within thirty (30) calendar days from invoice date. Customer's late payment shall constitute a material breach of the Agreement, and result in a late payment service charge against Customer of the lesser of 1.5% per month of the purchase price or the maximum amount permitted by law, and shall entitle Seller to cancel or delay performance under the Agreement. Unless explicitly stated, the Purchase Price excludes any shipping charges and applicable taxes (including, but not limited to, sales, use, excise, and value-added or other taxes and duties), which will be payable by Customer in addition to the Purchase Price in conformance with the laws of the state or territory in which delivery is to be made. If exemption from taxes is claimed. Customer must provide a certificate of exemption. Seller shall retain a purchase money security interest or similar lien or right of repossession in all items shipped to Customer under the Agreement until paid in full. Customer shall execute documents and make filings or recordings as requested by Seller for the perfection or other protection of such security interest. Customer shall be responsible for any costs of collection incurred by Seller hereunder, including reasonable attomeys' fees. 5. Shipping and Title. Delivery of the TouchShare Equipment and Software shall be F.O.B. Seller's production facilities (Incoterms 2010), except as explicitly set forth in the Quotation. Title to the TouchShare Equipment (excluding Software) and risk of loss passes to Customer at point of shipment. Title to Software remains with Seller or its third party suppliers. Customer must notify Seller of damaged or missing items from the order within 30 calendar days after delivery. Seller will make reasonable efforts to meet Customer's delivery and shipment requirements. 6. Limited Warranty. 6.1 Software: Licensor warrants that, during the 90 Day Warranty Period, the performance of the TouchShare Software will not deviate materially from Specifications. Licensor will provide phone support and bug fixes during the Warranty Period. Reference TouchShare License Agreement. 6.2 Hardware: Except as provided herein. Seller warrants the Equipment to be free from factory defects under normal use and service and in substantial conformance with Seller's published specifications for a period of one (1) year from the date of installation. Warranty is Retum to Factory Hardware Maintenance. This includes phone support during business hours, 9am - 5pm PST. Customer is responsible for shipping product to TouchShare for repair at their expense. TouchShare will pay for shipment of product back to Customer. This warranty extends only to Customer (i.e., the original purchaser) and shall be void with respect to any Equipment that has been subjected to abuse, alteration, misuse, neglect, accident, unauthorized repair or modification, improper operation or maintenance, use in an unsuitable or severe physical environment, or use with inadequate facilities or utilities. If the failure has been caused by abuse, alteration, misuse, neglect, accident, unauthorized repair or modification, improper operation or maintenance, use in an unsuitable or severe physical environment, or use with inadequate facilities or utilities, then repairs will be made at Seller's discretion on a time and materials basis at Seller's then current professional services rate. This warranty does not cover services warranted by another party. Customer's sole and exclusive remedy for any defective or non-conforming Equipment during such warranty period shall be repair, replacement, or credit, at Seller's sole option, and TouchShare Purchase Terms and Conditions (October 2013) \\\DC - 22720/0001 - 2225453 v2 such remedy shall be available only during the applicable warranty period. 7. Disputes and Arbitration 7.1 Disputes Generally. The parties hereby undertake to use good faith efforts to settle all disputes arising under this Agreement. Failing settlement, all disputes, except those involving a Customer that is a U.S. Govemment entity or other govemmental unit, including without limitation claims of breach of contract, fraud in the inducement and negligence shall be referred to binding arbitration in Glendale, California or such other location as the parties may agree, in accordance with the Commercial Rules of Arbitration of the American Arbitration Association. Notwithstanding the foregoing, any disputes with respect to ownership of the Software or any modification thereof shall not be subject to this arbitration provision. Any arbitration referred to herein when the Customer is a U.S. Govemment agency or govemmental organization shall be considered optional rather than mandatory, and if used will be non-binding rather than binding. 7.2 Selection of Arbitrator(s). If, within seven (7) days after receipt by one party of the other party's notice of intention to arbitrate, the parties are unable to agree on a single arbitrator, each party shall have seven (7) days to appoint its own arbitrator, and the two arbitrators thus chosen shall together, within seven (7) days of their appointment, appoint a third arbitrator. If either party fails to appoint its own arbitrator within the specified period, the arbitrator appointed by the other party shall be the sole arbitrator. If both parties fail to appoint arbitrators within the specified period, or if the arbitrators appointed by the parties fail to appoint a third arbitrator within the specified period, the American Arbitration Association shall make the appointment. The parties shall use their best efforts to appoint arbitrators who are knowledgeable in computer technology. 7.3 Decision of Arbitrators. The decision of the arbitrator(s) shall be final and may be enforced in any court of competent jurisdiction. 7.4 Expense of Arbitration. The prevailing party in any proceeding shall be reimbursed by the other party for all expenses incurred in connection with arbitration; provided, however, that except in the case of disputes conceming fees due under Section 4, each party shall be responsible for its own attomeys' fees. 8. Indemnification 8.1 By Seller. Seller shall indemnify, defend and hold Customer harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attomeys and other professionals) arising from any claim, demand, action or proceeding initiated by any third party based upon infringement of a copyright or trade secret as a result of Customer's use of the Equipment if (a) the claim does not arise out of modification of the Equipment by anyone other than Seller or use of the Equipment with any other equipment or software not authorized by Seller and (b) Customer has complied with all of the terms and conditions of this Agreement. 8.2 By Customer. To the extent permitted by applicable law. Customer shall indemnify and hold Seller harmless from and against any and all liability, damages, loss or expense (including reasonable fees of attomeys and other professionals) arising from any claim, demand, action or proceeding initiated by any customer or client of Customer based upon any loss resulting from or occasioned by the possession, use or operation of the TouchShare System by Customer. 8.3 Conditions to Obligation. Each party shall promptly notify the other in the event of the threat or initiation of any claim, demand, action or proceeding to which the indemnification obligation set forth herein may apply. The indemnified party shall assist the indemnifying party, at the indemnifying party's request and expense, in the defense or settlement of the matter; provided, however, that no such matter shall be settled without the indemnified party's consent to the terms of settlement, which consent shall not be unreasonably withheld. 9. Limitation of Liabilitv 9.1 Limitations and Exclusions. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN THE DELIVERY, INSTALLATION OR FURNISHING OF ANY DELIVERABLE HEREUNDER. 9.2 Maximum Aggregate Liabilitv. THE LIABILITY OF SELLER UNDER THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) TouchShare Purchase Terms and Conditions (October 2013) \\\DC - 22720/0001 - 2225453 v2 OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY), SHALL IN NO EVENT EXCEED (a) WITH RESPECT TO OBLIGATIONS OF SELLER UNDER THIS AGREEMENT, THE TOTAL FEES ACTUALLY PAID TO SELLER BY CUSTOMER. 9.3 Acknowledgement. Customer acknowledges that seller has set its license fees and other prices in reliance on the disclaimers of warranty and limitations and exclusions of liability set forth in this Agreement and that the same form an essential basis of the bargain between the parties. 10. Non-Export. Customer represents that it is acquiring the TouchShare System exclusively for use by Customer within the United States. Seller makes no representations of any kind whatsoever to Customer that any of the TouchShare Software provided hereunder either is or is not subject to licensing requirements or restrictions on use or disclosure by the United States Govemment or by any state or foreign govemment(s), and Customer expressly agrees that it will independently undertake, at its expense, to determine and obtain all licenses, permissions, and releases, required by the United States Goverimient or any state or foreign govemment(s). Customer agrees that it will not export directly or indirectly, the Software or any technical data pertaining to the Software to any country for which the United States Govemment or any agency thereof at the time of export requires an export license or other Govemment approval, (or make it available to a national of such a foreign country), without first acquiring such approval, including but not limited to, the Intemational Traffic in Arms Regulations (ITAR), administered by the Department of State, or the Export Administration Regulations (EAR), administered by the Department of Commerce. 11. General Terms 11.1 Assignment. Neither this Agreement nor any rights granted hereby may be assigned by Customer without the prior written consent of Seller. Any attempt by Customer to assign any rights, duties or obligations without such consent shall be void and without force or effect. 11.2 Modification. This Agreement can only be modified by a written agreement signed by persons authorized to sign agreements on behalf of Customer and of Seller, and variance from the terms and conditions of this Agreement in any written notification given by either party shall have no force or effect. 11.3 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 11.4 Relationship of Parties. Seller and Customer each will be and shall act as independent contractors, and no party is authorized to act as an agent or partner of, or joint venturer with, any other party for any purpose. No party by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party. 11.5 Notices. All notices shall be in writing and shall be deemed to be delivered when deposited in the United States registered mails, postage prepaid, retum receipt requested. All notices shall be directed to Customer or Seller at the respective addresses first set forth above or to such other address as either party may, from time to time, designate by notice to the other party. 11.6 Legal Actions. No action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen, or, in the case of nonpayment, more than two (2) years after the date of the last payment. 11.7 Goveming Law. Except in the case of Customers who are U.S. government agencies, this Agreement, and any and all tort claims that may arise in connection with the TouchShare Software and any related services, will be govemed by the laws of Califomia, without reference to its conflicts of laws principles. If Customer is a U.S. govemment agency. Federal law applicable to govemment contracts and to tort claims against the Federal govemment shall apply. In that event, as to issues not addressed by Federal law, and to the extent that a court or Contract Appeals Board makes reference to state law or precedent, the parties intend that this Agreement be interpreted and applied with reference to the law and precedents of California. 11.8 Force Majeure. Neither party shall be liable for any damages or penalty for any delay in performance of, or failure to perform, any obligation hereunder or for failure to give the other party prior notice thereof when such delay or failure is due to the elements, acts of God, delays in transportation, delays in delivery by vendors or other causes beyond that party's reasonable control. 11.9 Non-Waivers. No express or implied waiver by either party of any event of default hereunder shall in any way be, or be constmed as, a waiver of any future or subsequent event of default. TouchShare Purchase Terms and Conditions (October 2013) \\\DC - 22720/0001 - 2225453 v2 11.10 Entire Agreement. The parties acknowledge that this Agreement, including the TouchShare Software License Agreement and the TouchShare Software Maintenance Agreement set forth the complete, exclusive and integrated understanding of the parties which supersedes all proposals or prior agreements, oral or written, and all other prior communications between the parties relating to the subject matter of this Agreement. Approved as to Form: Name: Celia A. Brewer, City Attomey Assistant City Attomey Date: 9. LICENSEE Kdr) h- n-CjJ^ Title: ^at. rOpyVfiO^ ^ . , ^ ,1 Date: ^/^(/MT TouchShare Purchase Terms and Conditions (October 2013) \\\DC - 22720/0001 - 2225453 v2 iy'TcjudiSliaTe 4$ Smith Al r.-O Pasadena, www.Toiichsnare com Quote to: David Harrison City of Carlsbad (760)931-2137 david.harrlson@carisbadca.gov Date: Quote #: Quote Valid For: Delivery Terms: Payment Terms: 2/11/2014 00981-13 30 days 30 days ARO FOB Destination Net 30 •Hi ;f^^||||||^H TT55 TT55 hardware 55" touch enabled display VESA wall mount One year return to factory warranty Documentation on TT55 hardware (available electronically) **The TT55 requires a PC, which may be purchased from TouchTable^ Inc. TT55H-1001 1 $7,100.00 ^./,iuO,00 rrss Display - Advance Exchange Warrartty Upgrade - 1 Year Warranty upgrade to advance exchange maintenance plan for one (1) year, paid in advance. Three (3) business day repair or replacement. 7T55M-1004 1 $710.00 $710.00 rrss Motorized Stand TT55 motorized and adjustable stand, on wheels. One year return to factory warranty TT55TH- 1001 1 $6,300.00 $6,300.00 TTSS Motorized Stand - Advance Exchange Warranty Upgrade - 1 Year Warranty upgrade to advance exchange maintenance plan for one (1) year, paid in advance. Three (3) business day repair or replacement. TT55TM- 1004 1 $700.00 $700.00 TouchShare Session Manager Control service for collaboration and multiple session management. 90 day software warranty TSSMS-1001 1 $4,000.00 $4,000.00 TouchShare Session Manager, 9 months Extended Warranty Extended warranty for TouchShare Session Manager, includes nine (9) additional months of software support to fulfill an annual support cycle. TSSMM- 1001 1 $750.00 $750.00 TouchShare Suite - Concurrent Client License Entry Bundle Two (2) seat bundle of concurrent licenses to manage up to two (2) simultaneous licensed users of TouchShare. Additional clients may be installed. Includes ninety (90) day software warranty. TSSVCS- 6001 1 $7,920.00 $7,920.00 TouchShare Concurrent Client License, 9 nnonths Extended Warranty Extended warranty per TouchShare concurrent license, includes nine (9) additional months of software support to fulfill an annual support cycle. TSSVCM- 2001 2 $742.50 $1,485.00 rhis Quotation, together with the Terms and Condition.'; of Purchase, Software Liceaie Agreement, Hardwm« Maintenance Agreement ajitl Software Maintenance Agreement shall constitute 331 agreentent ("tfie Agieemetit") between the partie.s and are made an uitegral part of this offet by reference. It is the respottsibility of the Customer to maintain an FSRIiS> ArcCilS® licenses and Google Earth licenses. TotichShare and Touch Table logos arc trademarks of TouchShare, Inc. CopyrijjhttOTouchSlmre. Inc. .All rights reserved. and ArcGLS* ate registered u-ademarks of Environmental Systcnts Re.sc;u-ch Institute, Inc. Ciooglc Earth® is a registered trademark of Google, \(/ToiidiShare 46 Sm:fh Alley, Suite 2?D Pasadena, CA 911 OS w\v\i-' .Touch Sh are .com System/Software Set-up and Familiarization Daily rate for system/software set- up and familiarization, excludes travel & travel related expenses. Expenses to be paid by customer upon completion of services offered. TSISTM- 1001 1 $2,500.00 $2,500.00 Sales Tax Sales Tax - 8% on hardware line items (TT55 and TT55 Motorized Stand). 1 $1,072.00 $1,072.00 Totah $32,537.00 For more information, please contact: John Hepler Direct Line: 410,353.7212 Email: john@touchshare,com This Quotation, together with the Terms and Conditions of Purchase, Software License Agreement, Hardware Maimcnance Agreement and Software Maintenance Agreement shall cwstitute cm agreement Agreement") between the parties and arc made an integral part of this offer by reference. h is the responsibility of the Customer to maintain an ESRi$! ArcGIS® licenses at»d Google Earth licenses, TouchShare and TouchTable logos are trademarks of TouchSlwe, Inc. Copyri^tOTouchShare. Inc. All rights reserved. ESRI® and ArcGIS® are registered trademarks of Environmental Systems Research Institute, inc. Google Earth® is a registered trademark of Google.