Support Policies

1. DEFINITIONS

•  “Agreement Year” means the twelve-month period following the Effective Date of this Agreement and each successive twelve-month period thereafter that the Agreement remains in effect until terminated as provided herein. The Effective Date is the first day of the month following the date of shipment of the Covered Product. The Effective Date will vary for items shipped on different dates, regardless whether they comprise a single or multiple purchase orders.

•  “Bug Fixes” are corrections, patches, and workarounds to problems or errors occurring in the software, which have been reported, are reproducible, and cause any of the Covered Software to not perform per its published specifications.

•  Covered Products” means Covered Hardware and Covered Software collectively shipped on the same date and sold by LE. This Agreement applies to each individual product separately and must be purchased as such.

•  “Covered Software” means unmodified object code/executable software (excluding source code), which is provided to the CUSTOMER and developed by LE or its Solution Component Vendors. Covered Software includes Maintenance Updates and other software Releases provided to the CUSTOMER without additional charge in accordance with the terms of this Agreement.

•  “Covered Hardware” means hardware that is purchased by the CUSTOMER from LE, this includes any 3rd-party equipment distributed by LE as a part of the VoIBRENT Solution.

•  “Feature Release” means a new issuance of any of the Covered Software which has new or significantly enhanced functionality.

•  “Enhancement Release” means a new issuance of any of the Covered Software includes (1) enhancements to existing features; and/or (2) minor additions in functionality compared to the previous issuance; and/or (3) the addition of features to meet published specifications; and/or (4) Bug Fixes.

•  “Maintenance Update” means a new issuance of any of the Covered Software which provides Bug Fixes.

•  “Software” means instructions for effecting the operation of a computer or like device including any modifications, updates or additions which may be supplied by LE to the CUSTOMER, in object code or executable form in any medium, such as disks or optical media; and related materials such as flow charts, logic diagrams, manuals, and other documentation which are provided by LE to its CUSTOMER.

•  “Releases” means Enhancement Releases, Feature Releases and Maintenance Updates, collectively.

2. Equipment Covered

The services covered by this Agreement shall pertain to all Covered Software and Covered Hardware as listed in the purchase order.

3. Covered Hardware
Hardware Replacement/Repair
In the event that LE's diagnostic efforts reveal Covered Hardware has failed, and that such failures threaten the integrity of the CUSTOMER's system, then LE will dispatch appropriate substitute equipment, at LE's discretion, to the CUSTOMER's site within three (3) business days per the conditions below. As this agreement is between the CUSTOMER and LE, all replacement equipment sent by LE must be to a CUSTOMER location, which may differ substantially from the actual location of the equipment. The CUSTOMER is responsible for requesting an RMA number from LE prior to returning the defective part(s), agreeing to LE's RMA agreement, any taxes or duty relating to the replacement hardware and conducting any installation and configuration of any replacement parts. The returned part(s) must clearly display the RMA number assigned by LE. Returned equipment may be subject to screening, misuse, or other charges not covered under this contract. Such installation does not void this Agreement as long as the component(s) replaced are warranted by LE to be CUSTOMER replaceable; however, any damage incurred to Covered Hardware as a result of said replacement is not covered under this Agreement, and the CUSTOMER shall be liable for any related part or service costs. LE will not process RMAs if the CUSTOMER has delinquent payments.

Parts
All replacement parts provided by LE shall be new or equivalent and shall become the property of the CUSTOMER. Parts for which replacements have been provided shall immediately become the property of LE and be returned to LE upon replacement. Should the CUSTOMER not return the defective parts within fourteen (14) calendar days from the date of issue of the RMA, the CUSTOMER will be invoiced for and liable to pay the current LE list price for all replacement parts not returned within fourteen (14) days. LE shall not replace consumable or regularly replaced components such as diskettes, cables, connectors, and similar items.

Site Visit
Site visits to any of the CUSTOMER's premises are beyond the scope of this Agreement, except at the sole discretion of LE. On-site visits can be arranged by the CUSTOMER for a separate charge as needed.

Summary Reports
The following summary reports can be requested by the CUSTOMER at no charge:

• A Quarterly Service Report describing any service calls or defective components encountered by the CUSTOMER and corrective action(s) taken, if any. This report can be requested once per calendar.

• A Field Service Report describing the problems encountered and corrective action(s) taken, together.

Site Environment
Covered Hardware is designed to operate within specific power, temperature and humidity ranges. The CUSTOMER is responsible for adhering to these and any other equipment operating conditions as specified in the applicable User Guide. LE reserves the right to assess the environmental conditions for the equipment in conjunction with a service visit. If any conditions are not met, LE shall have the right to terminate this Agreement after the CUSTOMER has had reasonable time to correct them. Regardless, the CUSTOMER is responsible for all repair and service costs associated with equipment.

4. SOFTWARE
Maintenance Updates
Maintenance Updates may be devised and installed by LE in order to correct defects in Covered Software. When such Maintenance Updates resolve a CUSTOMER problem, the CUSTOMER shall agree to the installation of any Maintenance Update, Enhancement Release, or Feature Release as necessary to resolve the problem.

Enhancement Releases and Feature Releases
LE will notify the CUSTOMER of new Enhancement Releases and Feature Releases as they are released by LE and a description of any necessary hardware upgrades which are required, if any. LE will offer hardware upgrades to the CUSTOMER at its then current price for such hardware upgrades. At the CUSTOMER's request, LE will provide the CUSTOMER a written quotation for the supply and installation of the new Enhancement Release or Feature Release hardware and software. The CUSTOMER has the option to have LE install new Enhancement Releases and/or Feature Releases at LE's then-current labor charge and at its then-current price for such new Enhancement Releases and/or Feature Releases.

Support for Prior Releases
If the CUSTOMER chooses not to implement a new Feature Release or Enhancement Release, LE shall support the two prior Enhancement Releases. If the CUSTOMER chooses not to implement a new Maintenance Update, LE shall support only the two prior Maintenance Updates.

Software Archives
CUSTOMER shall retain one (1) archival copy of any Covered Software for safekeeping and to constitute a backup copy in the event that the installed Software is damaged or destroyed. This copy will be furnished by LE at time of shipment of Covered Products.

Software Upgrades
Only Covered Products as defined herein are eligible for software upgrades as appropriate. Maintenance Updates are available at no extra charge, whereas Enhancement and Feature Upgrades may require a separate charge and/or additional hardware. Note that access to software upgrades does not obligate LE to perform the aforementioned upgrade.

5. ADDITIONAL SUPPORT
Documentation
CUSTOMERS with Covered Products will be granted access to Covered Product user guides, application notes, FAQ's, and other support documentation. Additionally, CUSTOMERS with a Covered Product are provided access to additional troubleshooting guides and materials via LE's website via a secure password.

Training
LE offers all CUSTOMERS with Covered Products system operations training. This training is required for all CUSTOMER contacts designated to interface with LE service representatives. Either the general or a customized LE course will satisfy this requirement.

6. DIAGNOSIS AND RESPONSE
Telephone and E-Mail Diagnosis
In the event that the CUSTOMER perceives a defect in the operation of any Covered Products, a LE-trained or otherwise LE-approved individual shall promptly contact LE using the agreed Service telephone numbers or e-mail address shown on page 2 of this Agreement. The CUSTOMER is responsible for providing any documentation or log files requested by LE to troubleshoot the issue in addition to any other information such as reproduction scenarios, unusual operating conditions, etc. A live Service representative will contact the CUSTOMER within the response period specified on page 2 when the CUSTOMER uses the agreed Service telephone numbers. All information supplied by the CUSTOMER will be treated as confidential and not disclosed to 3rd parties without the express permission of the CUSTOMER unless such 3rd parties are directly involved with LE in diagnosing the issue.

Support Extent
The total number of requests for support by the CUSTOMER, whether via telephone, email, or any other means, shall not exceed fifteen (15) contacts or thirty (30) man-hours of activity for any given calendar month by LE or its designated representatives. Any requests over and above these limits shall be billed at LE's then-current labor rate.

Remote Diagnosis
In the event that LE is unable to diagnose the defect perceived by the CUSTOMER via telephone conversations or diagnostic logs, LE shall then exercise appropriate diagnostic routines via the network interface, which is on the CUSTOMER's premises if available.

Provision for Network Access
At the CUSTOMER's option, the CUSTOMER will make available an externally available network interface, which shall be used for purposes of allowing LE to only conduct diagnostic efforts on Covered Products. CUSTOMER shall make arrangements for an appropriate connection and shall bear the cost of installing and maintaining such connection as necessary to keep the interface in operation. CUSTOMER shall be responsible for all costs in connection with the provision of the connection including the cost of the network equipment or modem installation, rental and usage charges.

Site Map
Site visits to any of the CUSTOMER's premises are beyond the scope of this Agreement, except at the sole discretion of LE. On-site visits can be arranged by the CUSTOMER for a separate charge as needed. In the event that the defect is diagnosed as a defect in Covered Hardware, LE will arrange to have a replacement item delivered as specified in Section 3 above.

7. RESPONSIBILITIES OF THE CUSTOMER
Responsibilities
The CUSTOMER shall provide LE or its designated representatives with the following:

• Access to Covered Products for the purposes or troubleshooting and/or maintenance, unless the CUSTOMER waives the right to support for those Products.

• For on-site visits, adequate working space and facilities within reasonable proximity to the Covered Products to facilitate maintenance and replacement thereof.

• Access to and use of all information and facilities that are determined necessary by LE or its designated representative to service the Covered Products.

CUSTOMER shall be responsible for the following as a condition to receiving services under this Agreement:

• Maintaining a log including the serial number, system name, and current failure symptoms of each item of Covered Hardware and Covered Software exhibiting the failure. Such information shall be provided to LE upon request as a condition to resolving any problems.

• The CUSTOMER shall at all times have responsibility for providing documentation, log files, and data files, as required.

Connectors and Cables
All Covered Hardware must be interconnected by cables or connectors listed in the appropriate LE documentation as compatible. Current LE service rates will be charged for correcting Covered Hardware that does not meet this requirement.

Other
• All calls to LE's help desk will be made only by employees of the CUSTOMER who have completed the LE training course for the applicable Covered Hardware or who are otherwise approved by LE, and at least one such person must be available at all times during service visits to the site by LE technical representatives.

• The CUSTOMER shall not operate any software on the Covered Hardware, with the exception of software that has been supplied by LE or approved in writing. The use of non-LE or non-approved software on such systems shall automatically terminate coverage of the Covered Products under this Agreement.

• The CUSTOMER shall be responsible for taking any corrective action(s) to comply with LE's site environment requirements. LE shall have the right to decline to provide maintenance or other services under this Agreement to a site unless and until its requirements are met.

8. WARRANTY AND LIMITATION OF LIABILITY
8.1 LE warrants that service under this Agreement shall be performed in a good and workmanlike manner by individuals who are knowledgeable in the operation of the Covered Hardware and Covered Software.

8.2 LE warrants that it will maintain the Covered Products to be free from material defects in workmanship and materials and to conform to the Published Technical Specifications current at the time the Covered Product was shipped provided the Covered Products are used under normal operating conditions and in accordance with LE's and any third-party supplier's instructions.

8.3 LE will repair or replace, at its option, any Covered Product and re-perform any services which fail to satisfy this Warranty, unless the failure was the result of: improper installation, maintenance or use; abnormal conditions of operation; attempted modification by the CUSTOMER; or an act of God. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. CUSTOMER'S SOLE REMEDY FOR ANY BREACH OF WARRANTY IS THE REPAIR OR REPLACEMENT, AT OUR OPTION, OF THE FAILED PRODUCT OR REPERFORMANCE OF SERVICES. WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES TO CUSTOMERS OF THE CUSTOMER.

8.4 EXCEPT FOR CLAIMS FOR PERSONAL INJURY, INCLUDING DEATH, CAUSED BY PRODUCTS FURNISHED HEREUNDER, LE SHALL NOT BE LIABLE TO THE CUSTOMER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATING TO THE USE OF ANY PRODUCT OR SERVICES FURNISHED, WHETHER SUCH CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND REGARDLESS OF THE CAUSES OF SUCH LOSS OR DAMAGES OR WHETHER ANY OTHER REMEDY PROVIDED HEREIN FAILS, INCLUDING ANY ACTS OR OMISSIONS BY SUBCONTRACTORS OF LE. IN NO EVENT SHALL LE'S LIABILITY HEREUNDER EXCEED THE TOTAL ANNUAL FEES PAID HEREUNDER DURING THE PRECEDING TWELVE (12) MONTH PERIOD.

8.5 LE shall pay all costs and damages, other than attorneys' fees and punitive damages, attributable to acts of the CUSTOMER, finally awarded in any suit by a third party against the CUSTOMER to the extent based upon a finding that the design of any Releases furnished hereunder infringe the proprietary rights of such third party provided that CUSTOMER promptly notifies LE in writing of any allegation of such infringement and LE is given the right at its expense to settle such charge and, through attorneys of its own choice, to defend or control the defense of any suit based upon such charge. Provided, however, that the entire obligation of LE hereunder shall not exceed the total annual fees paid to LE by the CUSTOMER for services under this Agreement during the preceding twelve (12) month period.

8.6 Notwithstanding any other provision of this section, LE shall have no liability for any infringement arising from or occurring as a result of:

(a) Use of the Release in combination with other items, unless LE sold, made, or specifically recommended them all as a combination, or

(b) Incorporation of a specific design or modification at the request of the CUSTOMER, or

(c) Failure by the CUSTOMER to implement changes, replacements, or new releases recommended by LE and made available at no cost to the CUSTOMER, where the infringement would be avoided by such changes, replacements, or new releases.

8.7 This Section 8 sets forth the entire liability of LE to the CUSTOMER with respect to the infringement of intellectual property by the Covered Product, and LE makes no warranty of non-infringement, express or implied.

9. CHARGES AND PAYMENT
9.1 Service charges shall be as listed on the Price Sheet for the first and subsequent Agreement Years. Service charges shall not include any applicable state sales tax. Invoices for annual service charges, including sales tax where applicable, must be paid prior to the start of the Agreement Year.

9.2 All payment will be in U.S. Dollars. Terms are strictly net 30 days. A service charge of 1.5% per month will be applied to all invoices outstanding longer than 30 days applicable from the date of invoice.

9.3 LE may elect to charge the CUSTOMER for any associated support costs, including travel expenses plus elapsed travel time, at the then-current LE rates in the following circumstances:

a. Any false call where the reported fault is clearly identified as being due to operator error.

b. Any call out where the fault is clearly identified as being due to a fault in other manufacturer's equipment not being administered by LE under this contract.

c. In the event that Covered Products are not made available to the dispatched technician or system support engineer during a pre-arranged visit.

d. In the event that the site environment requirements for the Covered Products are not met.

e. In the event that a LE-trained or otherwise approved CUSTOMER representative is not available to assist with any troubleshooting efforts during a pre-arranged visit.

10. GENERAL TERMS AND CONDITIONS
Term of Agreement
This Agreement shall begin on the Effective Date as specified on page 2 of this Agreement and continue in effect until terminated by either party by providing written notice to the other at least sixty (60) days prior to the end of any Agreement Year or upon termination for cause as provided below.

Changes to Agreement
This Agreement represents the entire and integrated understanding between LE and the CUSTOMER in connection with the subject matter hereof, whether written or oral that are not expressly incorporated herein, unless superseded by a specific service Agreement between LE and the CUSTOMER. No representations or agreements modifying or supplementing the terms of this Agreement shall be valid unless in writing and signed by the parties hereto and expressly referring to this Agreement. LE reserves the right to modify this Agreement at its discretion; however, the latest VoIBRENT Support Agreement in effect on the Effective Date (or latest renewal date, whichever is most recent) is the one applicable to a Covered Product.

Renewal
This Agreement will be automatically renewed at the then-current renewal rate at LE's discretion, unless otherwise notified by the CUSTOMER under the terms of the then-current VoIBRENT Support Agreement within 60 days of expiration. Although LE will invoice the CUSTOMER as appropriate, it is the CUSTOMER's responsibility to ensure VoIBRENT Support coverage does not lapse.

Termination for Cause
Should either party fail to meet its obligations as stated herein, during the period of this Agreement, the other party shall give the defaulting party written notice of such failure. The defaulting party shall have ninety (90) days from receipt of said notice to correct this failure. Should the defaulting party fail to correct its performance within the ninety (90) day period, the other party shall have the option to terminate this Agreement by giving written notice within thirty (30) days following the expiration of the ninety (90) day period allowed for correction.

Severability
If any provision of this Agreement is held illegal or unenforceable by any court or other authority of competent jurisdiction, such provision shall be deemed separable from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement.

Survival
The obligations of both LE and the CUSTOMER under this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation or expiration of this Agreement.

Reinstallment
If this Agreement expires or is terminated for any reason, the CUSTOMER is no longer entitled to any support services or upgrades as described herein as of the termination date except as a separate charge using LE's then-current labor rates. If support services are terminated, the CUSTOMER may, at LE's sole option, reinstate support services by paying any applicable fees and by upgrading all Covered Hardware to the latest Covered Software release supported by that platform per section 13.

ITEMS NOT COVERED BY THIS AGREEMENT
LE shall not be responsible for:

11.1 Damage caused by improper use, tampering, abnormal conditions of operation, acts of God, power failures or surges, head-end signals, spurious radiation, fire, flood or accident.

11.2 Any damage resulting from repair by persons other than LE service personnel or LE-certified Service Engineers performing maintenance, repairs, or modifications without prior approval by LE. Specifically, LE is not responsible for any damage caused by LE-trained or otherwise LE-approved CUSTOMER personnel.

11.3 Service on machines, accessories, or other devices not manufactured by LE, other than Covered Hardware. If such damage is determined by LE to be the cause of a malfunction in Covered Products, the CUSTOMER will be charged a service fee based upon LE's then-current labor rates.

12. OTHER
12.1 LE shall not be liable for any damage caused to CUSTOMER's facilities or equipment or for any loss resulting there from except for damage to Covered Hardware caused as a direct result of the negligent acts or omissions of its employees, servants and/or agents while on-site at CUSTOMER's facilities.

12.2 This Agreement is non-transferable and only applies to the original purchaser of the Covered Product. Any Covered Product transferred or sold to another organization may result in its being excluded from the Service Agreement or an additional charge will be levied for the contracted service unless prior approval in writing has been obtained from LE.

12.3 Any Covered Product transferred from the country of initial installation may result in its being excluded from the Service Agreement or an additional charge will be levied for the contracted service unless prior approval in writing has been obtained from LE. LE shall not be liable for any violations of U.S. export limitations of CAS and encryption algorithms resulting from CUSTOMER movement of Covered or Uncovered Products.

12.4 LE reserves the right to suspend any and all support activities, including RMAs, in the event the CUSTOMER has delinquent payments outstanding to LE.

13. ORIGINAL INSPECTION
Any equipment for which the LE warranty or service agreement period has expired for more than ninety (90) days and for which the CUSTOMER desires coverage under this Agreement, is subject to inspection by LE personnel prior to this Agreement becoming effective. The CUSTOMER shall reimburse LE for all expenses incurred by LE in conducting said inspection including, but not limited to, freight, labor, and travel expenses. This Agreement will not become effective until all the Covered Products for which the warranty has expired for more than ninety (90) days are, at the CUSTOMER's expense, brought up to LE's standards of serviceability, including the most recent software Releases. LE will provide such services, parts, and software at its then-current standard rates.

14. FORCE MAJEURE
LE shall not be under any liability to the CUSTOMER in respect of delay or failure in performing its contractual obligations arising from industrial disputes, acts of God, fires, earthquakes, delays of subcontractors or suppliers, unusually severe weather, delays caused by governments, or any other causes outside its reasonable control.

15. APPLICABLE LAW
This Agreement shall be interpreted in accordance with and governed by the laws of Indian Republic without giving effect to the conflict of laws provisioned therein. The United Nations Convention on International Contracts for the Sale of Goods shall not apply.