Terms of Service

Reseller seeks to engage the service of TST from time to time, and TST desires to provide such services to Reseller Customers, pursuant to Orders that may be entered into by Reseller Customers and TST from time to time pursuant to this Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

“Customer” shall mean a customer of Reseller for whom TST shall be providing Services under an Order.

“Hardware” shall mean the Hardware listed on each Order for which TST has agreed to provide Services under this Agreement and the applicable Order.

“Orders” shall mean mutually acceptable quotes, statements of work, orders or proposals (an “Order”) that specify the Services to be provided to Customers of Reseller by TST, and the terms and conditions relating thereto.

“Services” or “Maintenance Services” shall mean the services provided by TST for Reseller Customers as described in each Order.

2. SCOPE OF SERVICES

Services will be provided by TST for a Reseller Customer, acting as a subcontractor of Reseller. The parties shall prepare an Order for each Customer. All Orders shall include, at a minimum, the following information:

• Service start date and term
• The service levels
• Reseller’s Customer(s) and their applicable site locations
• The Hardware to be serviced
• Maintenance Service fees
• Invoicing instructions and payment schedules
• A scope of work which will set forth the service obligations of TST with respect to the Hardware

In the event of a conflict in terms between this Agreement and an Order, the terms of the Order shall control.

As indicated in an Order, TST will provide to Customer for each term (as indicated on the Order) the Maintenance Services at each designated site for which Reseller pays to TST the applicable maintenance fees. TST will be available to Reseller Customer Monday through Friday 8AM-5PM, local time at Customer’s location, excluding TST holidays by telephone at (888) 849-0341.

Service Types:

Depot Service

TST shall provide Maintenance Services at TST’s maintenance facilities or manufacturer location. Reseller shall contact TST and place a request for Maintenance Services, at which time TST will provide Reseller with a Notification Number. For Depot Service on Motorola Hardware only, the terms and conditions are replaced with the Peak Technologies, Inc. Terms and Conditions for Depot Service for Motorola Hardware.

Onsite Service

TST shall provide Maintenance Services at Customer’s locations where the Hardware is located, as indicated on an Order. TST will dispatch a service technician to the Customer’s site to perform the Maintenance Services by the next business day or within the timeframe set forth in the Order.

Telephone Support

TST shall provide Maintenance Services via telephone at (888) 849-0341. TST shall provide Reseller Customer with a telephone response within four (4) hours following first notification of a problem.

Preventative Maintenance

TST shall provide Preventive Maintenance in accordance with the equipment manufacturer’s recommendations. Preventive maintenance will be included in the annual pricing.

3. ADDITIONAL SERVICES

Maintenance Services do not include the following Additional Services:

• Site preparation and maintenance of a proper environment
• Set up and installation of Hardware
• Moving Hardware
• Painting or refurbishing Hardware
• Adding, changing or removing features or options
• Providing consumable supplies (Media)
• Systems engineering services, programming services
• Maintenance due to abuse or misuse

4. PARTS

TST will replace parts on an exchange basis only. TST reserves the right to use remanufactured or refurbished parts. Such parts shall be deemed to be the equivalent to new parts when installed in the Hardware.

5. TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue for three (3) years. Termination rights include:

• Ninety (90) days written notice for any reason
• Thirty (30) days notice for uncured material breach
• Immediate termination for bankruptcy or insolvency

6. PRICE AND PAYMENT TERMS

The Service fees and charges will be determined in each Order. Amounts are due upon receipt of invoice unless otherwise specified. Late payments may incur interest at 1.5% per month.

7. HIRING OF EMPLOYEES

Neither party shall solicit or recruit employees of the other party during the Term and for one (1) year thereafter without written consent.

8. NON-SOLICITATION

TST agrees not to provide Maintenance Services directly to a Customer for Hardware serviced under this Agreement during the Term of an Order.

9. INDEPENDENT CONTRACTOR

TST is an independent contractor and nothing herein will be deemed to make one party the agent of the other.

10. CONFIDENTIAL INFORMATION

Each party agrees to protect the confidentiality of information marked “confidential,” “proprietary,” or with similar legend.

11. WARRANTY

TST warrants that it will render the Maintenance Services in a good and workmanlike manner. TO THE FULLEST EXTENT ALLOWED BY LAW, THE WARRANTIES PROVIDED IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES.

12. LIMITATION OF LIABILITY

TST’s liability shall not exceed amounts paid for the Services giving rise to the claim. IN NO EVENT SHALL TST BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

13. INDEMNIFICATION

Reseller agrees to indemnify, defend and hold harmless TST for any liabilities arising from Reseller’s act or omission or breach of obligations.

14. FORCE MAJEURE

TST shall not be liable for delays caused by war, terrorist attacks, riots, fire, flood, earthquake, acts of God, pandemic, epidemic, or other causes beyond TST’s reasonable control.

15. MISCELLANEOUS

This Agreement shall be governed by the laws of the State of Maryland. Notices shall be sent to:

If to Peak:
Peak Technologies, Inc.
ATTN: Legal Department
901 Elkridge Landing Road, Suite 300
Linthicum, MD 21090
Email: Legal@peaktech.com

If to Customer:
Address:
City, State, Zip: