customerservice@thebestguard.com
Terms of Service for:
The Best Guard
4800 SW 51st Street, Unit 106
Davie, Florida 33314
954-607-2000
We at The Best Guard (www.thebestguard.com) believe that service and support play an important role in the success of our business, in order to ensure our customers receive both accurate and reliable information, your call may be monitored by The Best Guard (www.thebestguard.com)'s management team. This is another way in which The Best Guard (www.thebestguard.com) The Best Guard is continuing to provide the highest level of service and support in the industry.
1. Ordering
Customer may order Products from The Best Guard (www.thebestguard.com) by faxingThe Best Guard (www.thebestguard.com)'s Customer Service department and by issuing a purchase order specifying the quantity of products, the desired
delivery date, shipping method, and the locations to which Product should be shipped. The Best Guard (www.thebestguard.com) reserves the right to refuse any purchase order, and is not bound to honor it, unless a paper copy via fax or mail has been received at The Best Guard (www.thebestguard.com)'s Ft. Lauderdales Head Office. Orders received without a requested shipping date will be scheduled for shipment according to current The Best Guard (www.thebestguard.com) production schedules. Payments are accepted in US currency only. Exceptions to this policy are handled on an individual basis. Prices are subject to change without notice. Minimum order amount accepted by
The Best Guard is $100.00 net. Canceled orders are subject to a minimum 50% cancellation charge if canceled within forty-five (45)
days of placing the respective purchase order. Special (spec) or custom (cust) order items that cannot be cancelled with our suppliers are subject to a 100% cancellation charge. A minimum order of 25 is required on stock card items. Call for a quotation and minimum requirements on non-stock cards (i.e. custom/special cards).
2. Delivery and Shipping
Orders will be assigned estimated ship dates based on product availability and the date The Best Guard (www.thebestguard.com) receives and accepts the order. The Best Guard (www.thebestguard.com) shall make every reasonable effort to meet delivery date(s) quoted or acknowledged. However, The Best Guard (www.thebestguard.com) will not be liable for its failure to meet such dates. Orders which cannot be shipped for more than 90 days may be canceled.
The Best Guard (www.thebestguard.com) shall not be liable for loss, damage, detention, or delay due to war, riots, civil insurrection or acts of the common enemy, fire, flood, strikes, or other labor difficulty, acts of civil or military
authority including governmental laws, orders, priorities or regulations, acts of the Customer, embargo, wrecks, or delays in transportation, inability to obtain necessary labor, materials or manufacturing facilities from unusual sources, or other causes beyond the reasonable control of The Best Guard (www.thebestguard.com) . In case of delay in performance due to any such cause, the date of delivery or time for completion will be adjusted to reflect the actual length of time as may be necessary to properly reflect the delay.
The Customer's receipt of Equipment shall constitute a waiver on any claims for delay. In the event that Customer requests a guaranteed ship date
The Best Guard (www.thebestguard.com) reserves the right to add to the purchase price, subject to Customer's approval, expenses which increase the costs of production, (i.e. freight charges, overtime expenses, etc). The Best Guard (www.thebestguard.com) reserves the right to make shipments of complete orders in advance of the ship dates specified and partial orders with prior approval from Customer. Claims for delays in shipment, shortage
and damage must be initiated by Customer with the carrier.
3. Freight and Title
Title and risk of loss or damage to the Equipment shall pass to the Customer upon tender of delivery FOB at The Best Guard (www.thebestguard.com)'s facility, except that a security interest in the Equipment or any replacement shall remain with The Best Guard (www.thebestguard.com) , regardless of mode of attachment to realty or other property, until full payment has been made therefore. Customer shall do all things and acts necessary to perfect and maintain said security interest and shall protect The Best Guard (www.thebestguard.com)'s interest by adequately insuring the Equipment against loss or damage from any cause and The Best Guard (www.thebestguard.com) shall be named as an additional insurer. Customer shall provide The Best Guard (www.thebestguard.com) with
certificates of insurance coverage. Claims for shortages and damages en-route must be promptly filed with the delivery carrier by the Customer. Shipments will be routed by the most expeditious and reasonable method. Freight charges will be prepaid and added to the invoice. Use of carriers other than The Best Guard (www.thebestguard.com)'s preferred carrier(s) may be subject to additional handling charges to the Customer. All freight charges, including warranty shipments, are the Customer's responsibility.
4. Payment Terms
Standard domestic terms are Credit Card, Pre Paid, TTC, Bank Transfers, Letters of Credit, Bank Checks, Company Checks and all that are cleared and verified. Terms for international sales may require Letters of Credit rather than open credit terms subject to Credit Department approval. All claims and/or disputes concerning billing issues and discrepancies must be submitted to The Best Guard (www.thebestguard.com) for consideration within thirty (30) days from invoice date. Otherwise, all billings are considered final after 30 days. Unless otherwise agreed to in writing by The Best Guard (www.thebestguard.com) , Customer shall pay all invoices issued within thirty (30) days from the date of invoice. Orders exceeding $50,000 and/or orders involving custom products, will generally require progress payment terms due with an order at the time of shipment, and net 30 days after shipment. The Best Guard (www.thebestguard.com) reserves the right to change the credit terms at any time, when, in The Best Guard (www.thebestguard.com)'s opinion, Customer's financial condition or previous payment record so warrants. Interest shall accrue on all past due invoices at the maximum legal rate or 1.5% per month (18% APR) whichever is lower. The Best Guard (www.thebestguard.com) may place Customer on a C.O.D. basis in the event that Customer's account becomes delinquent or The Best Guard (www.thebestguard.com) becomes insecure about Customer's financial capabilities. In the event it becomes necessary for The Best Guard (www.thebestguard.com) to incur collection costs or initiate suit to collect any amount under this agreement, or any portion thereof, the Customer promises to pay such additional collection costs, charges, and expenses including reasonable attorney's fees if the account is placed in the hands of an attorney for collection.
5. Taxes
The prices do not include any Federal, State, or local property, license, privilege, sales, use, excise, gross receipts, or other like taxes which may be now or hereafter applicable to, measured by, or imposed upon or with respect to this transaction, the Equipment, its sale, its value or its use, or any services performed in connection therewith. Such taxes will be itemized separately to the Customer, who shall make prompt payment to The Best Guard (www.thebestguard.com) . The Best Guard (www.thebestguard.com) will accept a valid exemption certificate from the Customer, if applicable. If an exemption certificate previously accepted by The Best Guard (www.thebestguard.com) is not recognized by the governmental taxing authority involved, Customer agrees to promptly reimburse The Best Guard (www.thebestguard.com) for any taxes covered by such exemption certificate which The Best Guard (www.thebestguard.com) is required to pay.
6. Claims
Claims for price adjustment must be submitted to The Best Guard (www.thebestguard.com) Customer Service Department within thirty (10) days from date ofinvoice in question. Claims for shortages, or incorrectly filled orders,must be made within ten (2) days after receipt of shipment.
7. Credits
Credits will be issued for material that is re-sellable, brand new, and unopened in its original box. Orders that are accepted for return within twenty (20) days after shipment are subject to a minimum 20% restocking charge. Orders that are accepted for return between thirty (30) and forty-five (45) days after shipment are subject to a minimum 50% restocking charge. No returns will be accepted for credit later than thirty (30) days after shipment.
8. Limits of Liability
The Best Guard (www.thebestguard.com)'s sole Liability and the Customer's exclusive remedy for damages regardless of theory, shall not exceed the cost of correcting the defect and in no event shall such liability be greater than the purchase price paid by the Customer for the defective equipment. The Best Guard (www.thebestguard.com) SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR SPECIAL, INDIRECT NOR CONSEQUENTIAL DAMAGES OF ANY KIND. Customer shall hold harmless and indemnify The Best Guard (www.thebestguard.com) from and against all claims, demands, losses and liability arising out of damage to property or injury to persons occasioned by or in connection with the acts or omissions of Customer and its agents and employees, and from and against all claims, demands, losses and liability for costs of fees, including reasonable attorneys' fees, in connection therewith.
9. Product Design
The Best Guard (www.thebestguard.com) reserves the right to discontinue the manufacturing of any of the equipment, to make changes in their design or to add improvements to the equipment at any time without prior notice to the Customer, provided that The Best Guard (www.thebestguard.com) shall not be required hereby to change equipment previously sold. No part of this paragraph will be deemed to affect the obligation of The Best Guard (www.thebestguard.com) to fill orders previously accepted.
10. Web Content
The Best Guard (www.thebestguard.com) does not own the marks on the site but owns the content and the layout of content. Anyone who replicates,copies,uses,deploys for profit or not profit with out written permision shall be in violation of copyright laws and shall be held accountable personally and corporately.
11. Export
Products produced and sold by The Best Guard (www.thebestguard.com) are subject to either general or validated license controls under the United States export administration regulations. Export of this product without proper export license is prohibited by law. For further information on requirements regarding the export of The Best Guard (www.thebestguard.com)'s products, you may contact the US Department of Commerce International Trade Administration, Washington, DC, 20230, or The Best Guard (www.thebestguard.com) at (414) 766-1700.
12. Warranty
The Best Guard (www.thebestguard.com) warrants its material and workmanship free from defects for a period of one (1) year from the date of original shipment to Customer. The warranty on terminals, printers, communications material and upgrade kits is ninety (90) days from the date of original shipment. Satisfaction of this warranty shall be limited to repair or replacement of material that is defective or becomes defective under normal use. All claims are subject to The Best Guards Approval and can be denied.
Return/Repairs:
Defective warranty material must be returned to The Best Guard (www.thebestguard.com)'s factory for repair or replacement. At The Best Guard (www.thebestguard.com)'s discretion, the material will be repaired and returned or replaced within 15 business days. If defective warranty material is returned within ninety (90) days of original shipment, and is replaced, it will be replaced with new material. If defective warranty material is returned more than ninety (90) days after shipment, The Best Guard (www.thebestguard.com) , at its discretion, will replace with either new or repaired material. Special ordered equipment that must be returned to the vendor for repair may take longer.
Advancements:
The prompt replacement of damaged or defective material prior to its return. The Best Guard (www.thebestguard.com) Access will invoice the customer for replacement material and subsequently issue credit upon receipt of the returned material. The customer must issue The Best Guard (www.thebestguard.com) Access a purchase order prior to shipment of replacement material. There will be an additional advancement fee for this service for which the customer will be responsible.
Test Fees:
Any product received by The Best Guard (www.thebestguard.com) that is tested and determined to be in good working condition, will be returned to the customer along with a testing fee that will be billed to the customer's account. The purchase order number that was supplied to The Best Guard (www.thebestguard.com) Access for the advance replacement equipment will be used for the billing of this testing fee. The testing fee will not be refundable. In addition, the customer will not receive the credit for the return of the defective equipment and will be expected to pay for the replacement equipment that was shipped as an advancement including any fees associated with the item as a result.
PC On-site Warranty:
All PC systems that are sold include a one (1) year on site warranty for hardware related issues. The Best Guard (www.thebestguard.com) Access guarantees next business day on site service for any problems brought to our attention prior to 3:00 p.m. CST. The Best Guard (www.thebestguard.com) Access and/or our vendor will be required to provide troubleshooting over the phone with either customer or end-user to determine the extent of the problems. A purchase order must be supplied to the The Best Guard (www.thebestguard.com) Access Customer Service Rep during notification of the problem to ensure that any defective or unused repair parts are promptly returned to the vendor. In the event that the parts are not returned to the vendor, the customer will be billed for the unreturned items on the provided purchase order number. Any abuse of or power surges to the equipment will void the warranty. (Please see below for further definition of non-warranty issues.) The purchase order number will be used, therefore, to bill the customer for the non-warranty repair of the equipment.
SALES POLICY
Extended PC System Warranties: Additional maintenance agreements can be purchased to extend the warranty for our PC systems in time increments of one (1) year. These additional extended warranties will not exceed a total of two (2) additional years from the expiration of The Best Guard (www.thebestguard.com)'s normal one (1) year warranty. These additional warranties can be purchased from our Sales Department. Please contact your The Best Guard (www.thebestguard.com) Sales Rep for more information on these additional warranties. Extended warranties for PC systems must be purchased during the initial warranty period only.
Extended Warranties:
HID has extended its warranty to lifetime coverage on all of its products except ISOPROX and DUOPROX cards. The Best Guard (www.thebestguard.com) will honor HID's warranty for all new items purchased on or after January 1, 1997. Freight charges for warranty material is the responsibility of the Customer.
13. NON-WARRANTY
The Best Guard (www.thebestguard.com) 's warranty shall not extend to any material which is determined to be defective as a result of misuse, improper storage, incorrect installation, operation or maintenance, alteration, modification, accident, acts of God, natural disaster, or unusual deterioration of the material due to physical environments in excess of the limits set forth in material manuals. (Refer to section above on Warranty.)
Return/Repair:
Upon the receipt of defective or damaged material at The Best Guard (www.thebestguard.com) , new or repaired replacement material will be shipped to the customer. The customer will be charged for repair or replacement material. Customer is required to issue a purchase order and is responsible for all freight charges.
Advancements:
The prompt replacement of damaged or defective material prior to its return. Customers must issue a purchase order prior to shipment of replacement material. Customers will be invoiced a transaction fee for this advanced replacement service and for all repair or replacement costs, including freight charges.
Test Fees:
Any product received by The Best Guard (www.thebestguard.com) that is tested and determined in good working condition, will be returned to the customer along with a testing fee that will be billed to the customer's account. This testing fee will not be refundable. Freight and handling will aslo be charged.
14. RETURN MERCHANDISE AUTHORIZATION (RMA)
No material will be accepted for return to The Best Guard (www.thebestguard.com)'s warehouse or factory without an RMA number, also referred to as a Return Authorization Credit (RAC) number. Customer will need to provide the following information to obtain a RMA number: a. Model number and serial number of the unit. b. If available, the shipment date of the unit (from packing list). c. A new purchase order number. d. Symptoms of the defective unit. e. Technical call reference number (for products in warranty). f. Method of shipment. g. Type of RMA required (advance replacement, repair/return, return only for credit or DOA) Upon receipt of a Customer RMA request for either credit or repair of material, The Best Guard (www.thebestguard.com) agrees to either issue an RMA number or, per written Customer request, provide Customer with a written explanation for its refusal to issue the RMA within thirty (30) days of the request date. Unauthorized returns will be refused and returned to the shipper at the Customer's expense. An RMA number is valid for a period of seven (7) days from the date of issue. After seven (7) days, the RMA number will be voided. An RMA number will not be issued for special order or custom material, except for warranty repair claims.
15. Use of Trademarks
During the term of this Agreement or any extension thereof, Customer may use the tradename of The Best Guard (www.thebestguard.com) or any of The Best Guard (www.thebestguard.com)'s trademarks, insignias, logos, or proprietary marks in connection with Customer's sales, advertisements, and promotions of the Products. Customer acknowledges that these trademarks and logos are valuable assets of The Best Guard (www.thebestguard.com) and Customer's use of such proprietary marks shall be in accordance with The Best Guard (www.thebestguard.com)'s direction and policies. Customer specifically disclaims any right in any of the proprietary marks and shall not use the proprietary marks as part of the business name of Customer.
17. Federal Communications Commission (FCC)
Registration
The Best Guard (www.thebestguard.com) warrants that each of the products is registered under and complies with Part 68 of the Federal Communications Commission's Rules and Regulations, including, but not limited to, all labeling and customer instruction requirements.
18. Infringement
In the event Customer received a claim that the Product or any part thereof infringes upon the patent, copyright, trademark or proprietary rights of others, Customer shall immediately notify The Best Guard (www.thebestguard.com) in writing of all such claims. The Best Guard (www.thebestguard.com) shall defend or settle such claims, and exercise its best efforts to procure for Customer the right to use the Products or modify the products to avoid infringement. Customer shall cooperate in the defense of any such claims as reasonably requested by The Best Guard (www.thebestguard.com) . The Best Guard (www.thebestguard.com) will indemnify and hold Customer harmless from any costs or damages resulting from such claims including reasonable attorney's fees. However, The Best Guard (www.thebestguard.com) shall have no liability or any claim based upon the combination with, operation of, or use of any Product not supplied by The Best Guard (www.thebestguard.com) or based upon alteration of the product by someone other than The Best Guard (www.thebestguard.com) .
19. Confidentiality
All software, drawings, diagrams, specifications, catalogs, literature, manuals and other materials furnished by The Best Guard (www.thebestguard.com) relation to the design, use and service of the Products shall remain confidential and shall constitute proprietary rights of The Best Guard (www.thebestguard.com) and Customer agrees to treat such information as confidential. Customer shall acquire no rights in the design of the Products or the related materials except to use such information solely for the purpose of and only during the time it sells the Products. Customer shall not copy the design of any of the Products or use or cause to be used any Product design or related materials for its own benefit or for the benefit of any other party. The covenants contained in this section shall remain effective throughout the term of the Agreement and thereafter unless specifically waived by The Best Guard (www.thebestguard.com) in writing.
20. Relationship Of Parties
The Agreement does not in any way create the relationship of joint venture, partnership, or principal and agent between The Best Guard (www.thebestguard.com) and Customer. Neither party shall have the power or ability to pledge the credit of the other nor to bind the other or to contract in the name of or create a liability against the other in any way for any purpose.
21. Non-Assignability
Neither party shall assign this agreement or its rights and obligations hereunder except with the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Any unauthorized transfer or attempt to transfer or assign shall automatically terminate this Agreement.
22. General Provisions
A. Governing Law – This transaction shall be governed and construed in accordance with the laws of the State of Florida, USA. B. Remedies: Nonexclusive- No remedy conferred by any specific provision of these terms is intended to be exclusive of any other remedy and each and every remedy shall be accumulative and shall be in addition to every other remedy given here under or now or hereinafter existing in law, or in equity, or by statute, or by otherwise. The election of one or more remedies by either party shall not constitute a waiver of the right to pursue other available remedies. C. Enforcement of Agreement – In the event of litigation relating to this transaction, the prevailing party shall be entitled to recover its attorney's fees associated with that litigation plus prejudgment interest at the legal rate computed from the date of the filing of such litigation.
23. Conflicting Terms
The Best Guard (www.thebestguard.com) rejects any terms or conditions stated by Customer or contained in Customer's purchase documents or correspondence which are in addition to, conflict with or limit the terms and condition herein. Customer's execution or other acceptance of this proposal or its acceptance of delivery of all or part of the goods to be delivered hereunder shall constitute Customer's acceptance of the terms and conditions herein and shall be deemed to exclude any additional, conflicting or limiting terms stated by Customer or contained in Customer's purchase documents or correspondence.
24. Fire Safety And Liability Notice
The Best Guard (www.thebestguard.com) hereby notifies installer that card readers should never be connected to any critical entry, exit door, barrier, elevator or gate without providing customers with an alternative exit in accordance with all fire and life safety codes pertinent to the installation. These fire and safety codes vary from city to city and approval from local fire officials must be obtained whenever using an electronic product to control a door or other barrier. Use of egress buttons, for example, may be illegal in some cities. In most applications, single action exit without prior knowledge of what to do is a life safety requirement. (Always make certain that any required approvals are obtained in writing. Do not accept verbal approvals, as they are not valid) The Best Guard (www.thebestguard.com) also never recommends using the N-1000 or related products for use as a primary warning or monitoring system. Primary warning or monitoring systems should always meet local fire and safety code requirements. The installer must also test the system on a regular basis by instructing the end user in appropriate daily testing procedures. Failure to test a system regularly could make installer liable for damage to end user if a problem occurs.
25. Software License, Warranty and Service
DEFINITIONS
"Licensed Program" means a software program and any updated, improved or otherwise modified version ("Release") of such a program and any related materials, in machine readable and/or printed form, furnished to Licensee by or on behalf of The Best Guard (www.thebestguard.com) , including any materials provided under any The Best Guard (www.thebestguard.com) software service, and any full or partial copies of any of the foregoing. License Programs include, but are not limited to, Operating Systems, Communications Software, Query Languages, The Best Guard (www.thebestguard.com) Programs or any applications packages obtained from The Best Guard (www.thebestguard.com) . "The Best Guard (www.thebestguard.com) Program" means a Licensed Program owned by The Best Guard (www.thebestguard.com) , or for which The Best Guard (www.thebestguard.com) has the independent ability, including the right to use source code, to provide maintenance and support. "Designated Equipment" means, with respect to each Licensed Program, the specific computer and peripherals (hereinafter called "Hardware System") or with respect to any subsequent releases, the particular Hardware System for which Licensee has paid The Best Guard (www.thebestguard.com)'s applicable fee.
LICENSE GRANT AND SCOPE
Subject to the terms above, The Best Guard (www.thebestguard.com) hereby grants to Licensee and its third-party customer, and Licensee accepts a nontransferable, nonexclusive license to resell each Licensed Program only on the Designated Equipment for the Release in question. Licensee expressly understands that a Licensed Program cannot be transferred to, or used in connection with, any Hardware System not licensed by The Best Guard (www.thebestguard.com) to operate the Release in question. Upon request, The Best Guard (www.thebestguard.com) may license Licensee, for an additional fee, to use some of the Licensed Programs in connection with a Hardware System which The Best Guard (www.thebestguard.com) determines to be compatible after conducting an inspection at The Best Guard (www.thebestguard.com)'s usual charges for such inspection. Releases furnished after such inspections are not warranted to work with future software revisions or to the Hardware System if modified after The Best Guard (www.thebestguard.com) inspection. Licensee may obtain Releases beyond those originally furnished for particular designated equipment by either entering into a software support contract covering the Licensed Program and Designated Equipment, or placing a purchase order which identifies the Licensed Program, release number and Designated Equipment (by Hardware System identification number), and in either case, paying The Best Guard (www.thebestguard.com)'s applicable fee.
ASSIGNMENT/TRANSFER
Neither the licenses granted hereunder nor the Licensed Programs may be assigned or transferred without the prior written consent of The Best Guard (www.thebestguard.com) , and any such attempt will void the license. If Licensee desires to transfer the Designated Equipment to another third party for continuing use by such party, The Best Guard (www.thebestguard.com) agrees, upon Licensee's request and subject to The Best Guard (www.thebestguard.com)'s reasonable approval, to offer to enter into a standard The Best Guard (www.thebestguard.com) license agreement covering the Licensed Program(s), Licensee may transfer the Licensed Program(s) to such third party on payment of an additional fee of $100 to The Best Guard (www.thebestguard.com) . In the absence of such an agreement, if Licensee transfers the Designated Equipment, Licensee shall promptly return to The Best Guard (www.thebestguard.com) the Licensed Programs, including all copies which contain any portion of a Licensed Program and external security devices.
MODIFICATIONS/COPIES
The Best Guard (www.thebestguard.com) grants to Licensee the right to modify and/or copy any Licensed Program in machine readable form as necessary for backup, archival or modification purposes only. Upon termination of the license for such Licensed Program, the license to use any modified License Programs is also terminated. Licensed Programs in printed form shall not be copied in whole or in part, but additional copies may be obtained from The Best Guard (www.thebestguard.com) at its then standard charges. Licensee shall not reverse assemble or reverse compile any Licensed Program. Licensee agrees that any copyright notices and/or proprietary notices appearing on any Licensed Programs will be reproduced and included on and in any modifications and copies, in whole or in part, of Licensed Programs.
OWNERSHIP
The Best Guard (www.thebestguard.com) either owns or has the right to license Licensed Programs. As between The Best Guard (www.thebestguard.com) and Licensee, Licensed Programs and all copies thereof, in whole or in part, including all portions of Licensed Programs contained in modifications, shall remain the sole property of The Best Guard (www.thebestguard.com) .
PROTECTION OF LICENSED PROGRAMS
Licensee agrees that Licensee and its employees will not provide or otherwise make available any Licensed Program or portion thereof in any form (including derivative programs) to any third party and will keep such materials in confidence. Licenseefurther agrees to limit availability of License Program only to those employees who need to use such Licensed Programs as permitted by this agreement.
SERVICES FOR THE BEST GUARD (WWW.THEBESTGUARD.COM) SOFTWARE PROGRAMS
With respect to each The Best Guard (www.thebestguard.com) Program included with a
The Best Guard (www.thebestguard.com) system, The Best Guard (www.thebestguard.com) will furnish, without additional charge, the services described below for a period of 15 months from the date of shipment, or 12 months from the date of installation, whichever occurs first.
THE SERVICES ARE:
Upon Licensee's written request and furnishing The Best Guard (www.thebestguard.com) with all requested information, The Best Guard (www.thebestguard.com) will provide services
for correcting or working around variances between the function of a Licensed Program and The Best Guard (www.thebestguard.com)'s published
user documentation, provided the variances occur on an unmodified version of The Best Guard (www.thebestguard.com)'s most current Release of Licensed Program or the prior major Release made available by The Best Guard (www.thebestguard.com), and is used on Designated Equipment in normal operating condition and with operating software and environment as specified by The Best Guard (www.thebestguard.com) . The Best Guard (www.thebestguard.com) will use all reasonable effort to correct or work around the variances described above, but does not represent or warrant that such variances will be corrected or worked around. If a problem is determined by The Best Guard (www.thebestguard.com) to be of Licensee origin, Licensee will pay The Best Guard (www.thebestguard.com)'s standard charges for work performed in responding to the problem. Any new releases of updates of the Licensed Program generally released by The Best Guard (www.thebestguard.com) to other Licensees atno charge. The features of new software releases may require hardware upgrades of the processor, memory, hard drive, or other components for proper operation. The Best Guard (www.thebestguard.com) will specify all hardware requirements for new releases. It is the responsibility of the Customer to procure and install any required hardware upgrades at his own cost. Any updates of applicable user manuals and new user manuals and guides generally released by The Best Guard (www.thebestguard.com) to other Licensees at no charge. Consultation by telephone, during normal business hours, to assist Licensee with the application of Licensed Programs. The Best Guard (www.thebestguard.com)'s technical bulletins and alert bulletins as appropriate.
SERVICES FOR NON-THE BEST GUARD (WWW.THEBESTGUARD.COM) SOFTWARE PROGRAMS
With respect to each Licensed Program other than The Best Guard (www.thebestguard.com) Programs, The Best Guard (www.thebestguard.com) will use all reasonable effort (any litigation will be at The Best Guard (www.thebestguard.com)'s option) to require all suppliers of such Programs to provide the services which they have contracted to perform for The Best Guard (www.thebestguard.com)'s Customers and which The Best Guard (www.thebestguard.com) has formally announced will be available at no charge, but The Best Guard (www.thebestguard.com) will have no other responsibility with respect to non-The Best Guard (www.thebestguard.com) programs.
TERM AND TERMINATION
Each License granted herein shall remain in force until Licensee discontinues use of the Licensed Program on the Designated Equipment, or until The Best Guard (www.thebestguard.com) terminates this agreement, or the License for such Licensed Program. The Best Guard (www.thebestguard.com) may terminate this agreement or any license hereunder: effective immediately upon notice if Licensee provides or otherwise makes available to any third party any Licensed Program or portion thereof, or upon thirty days notice if Licensee attempts to use any Licensed Program or modification thereof on equipment other than the Designated Equipment for the Release in question, or attempts to transfer any license or assign this agreement without the prior written consent of The Best Guard (www.thebestguard.com) , or fails to perform any other material obligation under this agreement, and does not cure such breach within such period. Immediately upon termination, Licensee shall return to The Best Guard (www.thebestguard.com) the Licensed Programs and
all copies thereof, provided that Licensee may remove from such copies any modifications made by Licensee.
LIMITED SOFTWARE WARRANTY
All software is provided on an "as is" basis without warranty. Neither The Best Guard (www.thebestguard.com) nor its subcontractors or suppliers grant any warranty with respect to any Licensed Program or services furnished hereunder, and no warranties of any kind, whether written, oral, implied or statutory, including warranties of merchantability or fitness for a particular purpose, shall apply.
UPGRADES
Upgrades for all The Best Guard (www.thebestguard.com) software are available through The Best Guard (www.thebestguard.com)'s Customer Service Department.
WARRANTY AND MAINTENANCE AGREEMENT (HOST SYSTEMS) 1. The Best Guard (www.thebestguard.com) provides warranty and maintenance for third party computer hardware and The Best Guard (www.thebestguard.com) software for 12 months from date of installation. 2. Limited assistance on third party computer hardware and software (including operating environment) supplied by Customer is available from The Best Guard (www.thebestguard.com) on a time and material basis. 3. Standard telephone assistance (M-F, 7AM - 7PM Central Time) is included for the first year in the system price. Additional software support services are available for a fee for the first and subsequent years.
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