Perle Maintenance Agreement

• All Perle Terminal, Serial, Device, Console Server products, the Perle Remote Power Switch and Perle developed software.
• All Perle 594 and 394 Series products and Perle developed software.
• All Perle 833 Series products and Perle developed software.
  

Throughout this Maintenance Agreement, "Perle" means Perle Systems Limited. Throughout this Maintenance Agreement, "Purchaser" means the original end-user purchaser.

Service Definitions:

On-Site 8 x 5 (OS5) - Under a maintenance agreement, a Perle Authorized On-Site Service Provider will provide repair service for the Perle Product at the Purchaser's installation site. Contingent upon the availability of a service technician, the Perle
Authorized On-Site Service Provider will arrive at the installation site between the hours of 9am and 5pm local time, Monday through Friday, excluding holidays, after confirmation from Perle where service is required. If the Purchaser's installation site is more that 100 miles from the nearest Perle Authorized On-Site Service Provider stocking location, Perle has the option of providing on-site service or providing an alternate means of system repair. If the Purchaser has not registered the installation site at least 10 days prior to requiring service Perle has the option of providing on-site service or providing an alternate means of system repair. Hotline technical support is available free of charge between 9am and 5pm NTP to anyone with a valid On-Site 8 x 5 maintenance agreement. Check Availabilty

Service Provided

Perle agrees to provide for Purchaser maintenance services for the equipment identified, at the Service Level, and for the term indicated on each Equipment Schedule. If the Perle Product fails during normal and proper use within the Maintenance Agreement period, Perle will, at its option, repair or replace the unit. Repair parts provided under this Agreement may be new, reconditioned or used. This Maintenance Agreement does not include service to repair damage from improper installation, accident, disaster, misuse, abuse or non-Perle Authorized Service Provider modifications made to the Perle Product.

Service Claim Requirements

The Purchaser service claims made pursuant to this Agreement must conform to the following requirements:

On-Site Service

1. On-Site maintenance agreements purchased with a new Perle product becomes valid 10 days after acceptance of the customers web site registration. If repair is needed during the first 10 days a replacement unit will be shipped by express service.
2. On-Site maintenance agreements purchased on a used Perle product becomes valid 30 days after the acceptance of the customers web site registration.
3. The Purchaser must request information on how to obtain maintenance service by contacting the Perle Technical Assistance Center.
4. Upon confirmation that Service is required Perle or a Perle Authorized On-Site Service Provider will be dispatched.
5. Contingent upon the availability of a service technician, the Perle Authorized On-Site Service Provider will arrive at the installation site between the hours of 9am and 5pm local time, Monday through Friday, excluding holidays, after confirmation from Perle where service is required.
   
6. If a Perle cable or diskette has a defect, Perle will replace the component but will not service it on site. Express Replacement Service will be provided.
7. Purchaser agrees to provide prompt access to the equipment and software consistent with Purchaser's standard security requirements. Purchaser shall provide reasonable assistance and facilities including working space, electricity, and a local telephone line so as to expedite the performance of services.
8. If neither the Purchaser nor the Purchaser's agent is present at the Purchaser's location for the scheduled arrival of the Perle or Perle Authorized technician, no On-Site Service will be provided. Purchaser's recourse for repair will be to receive Return to Depot Service.
9. Purchaser shall, at Purchaser's expense, prepare and maintain the installation site in accordance with Perle's published specifications for operating environments.

General

Any upgrade(s) purchased by the Purchaser for the equipment shall be reported to Perle in writing, to have the upgrade(s) added to the Equipment Schedule for the affected equipment. A revised Equipment Schedule will be completed and issued by Perle to Purchaser, including charges for the additional coverage to the end of the next Anniversary date.

Purchaser shall notify Perle in writing prior to the relocation of equipment, so that Perle can determine if services are available for the new location and adjust its service records, including the Equipment Schedule, for the relocated equipment. Perle will notify Customer if it is unable to provide services in the new location, or if any additional charges may apply. A revised Equipment Schedule will be completed and issued by Perle to include any additional charges to the end of the next Anniversary date.

This Agreement is non-transferable by the Purchaser to a third party, and may not be assigned without first obtaining written approval from Perle.

Exclusions from Agreement

The following items are specifically excluded from this agreement:

• Purchaser-requested replacement of parts or equipment and on-site service for which the trouble found is not the fault of the original equipment. Such service(s) will be invoiced to the Purchaser as an additional charge.
• Installation, de-installation, or relocation of the equipment.

Charges

Purchaser will prepay Perle the lessor of the full amount or twelve (12) months of services to be provided under this Agreement for each item of equipment, prior to the effective date shown on the corresponding Equipment Schedule. Purchaser will also pay taxes applicable to the service provided under this Agreement for each item of equipment. If prepaid services are terminated, Purchaser will receive a pro-rated refund only for the unused prepaid services beyond the first six (6) months. Any changes in charges will take effect on the anniversary of the Agreement.

Coverage Available

Table 1- Perle Product Service Availability

Term and Termination

For Service Level Options OS5 this Agreement and the service(s) provided under this agreement is for the initial period indicated on the corresponding equipment schedule for each item of equipment and will commence on the effective date shown on the corresponding Equipment Schedule(s). The term will automatically renew on the Anniversary date unless terminated under the provisions of the Agreement.

Either party may terminate this Agreement for any item(s) of equipment, at any time, upon sixty (60) days' written notice to the other party.

Perle may terminate this Agreement or suspend its performance hereunder for any item(s) of equipment at any time after the effective date, if the Purchaser fails to make payment when due or fails to perform or observe any other conditions of this Agreement.

Excusable Delays

Perle shall not be deemed to be in default of any provisions of this Agreement or liable for any delay, failure in performance, or interruption of service resulting from acts of God, transportation delays, strikes, lockouts, government action, inability to obtain materials or services from suppliers, or any other force majeure beyond its reasonable control.

Warranty Disclaimer

Perle shall provide the services under this Agreement in a workmanlike manner. Aside from the foregoing, Perle makes no representations or warranties regarding its services under this Agreement. Perle expressly disclaims any implied warranty of merchantability or fitness for a particular purpose regarding the services provided hereunder.

Liability/Indemnification

Neither Perle nor its subcontractors shall be liable for any loss of revenue, profit, property or use, or for indirect, consequential, special incidental, punitive or contingent damages or expense, whether in contract, tort or otherwise, arising out of or in connection with this Agreement. Perle and its subcontractors' liability hereunder shall be limited to the amounts actually received by Perle hereunder. Both Perle and Purchaser agree to indemnify and hold the other harmless from any and all liability, loss or damage the other may suffer as a result of claim, demands, cost or judgments by any third party arising out of the negligence.

Governing Law

This Agreement shall in all respects be governed by the laws of the province of Ontario, Canada.

Entire Agreement