SECTION 1 - DEFINITIONS

 1.1 “Licensed Software” means any computer programs supplied by AAI in object code form, or any other binary, machine-readable form on magnetic tape or  other appropriate media as described in the SOFTWARE PRODUCT DESCRIPTION and includes any table, constant, instruction, file, run-time system or other information that is supplied by AAI  and which is licensed to LICENSEE under the End User License Agreement.

1.2	“Licensed Documentation” means the documentation, whether provided in printed form or on machine-readable media, which is distributed by AAI in conjunction with and in support of the LICENSED SOFTWARE.

1.3	“Additional Software” means any optional or unbundled software released by AAI which is designed to operate in conjunction with or in addition to the LICENSED SOFTWARE, and which may be provided to the LICENSEE at an additional cost.

1.4	“Software Product Description” means the description of the features and functions of the LICENSED SOFTWARE that is provided to the LICENSEE by AAI as reflected in the Technical Description of the LICENSED SOFTWARE.

1.5	“Software Products” means any LICENSED SOFTWARE, LICENSED DOCUMENTATION or other products by AAI to LICENSEE under the terms of the End User License Agreement.

SECTION 2 - TERM

2.1	The term of this Agreement shall commence on the date of AAI acceptance of customer’s purchase order and shall end twelve (12) months later.  This Agreement shall  automatically extend for renewal terms of twelve (12) months until terminated by either party upon sixty (60) days’ written notice prior to the end of any twelve (12) month term.

2.2	AAI may terminate this Agreement at any time if CUSTOMER shall fail to make any required annual payment within sixty (60) days of the date upon which such payment was due.

2.3	CUSTOMER may terminate this Agreement upon sixty (60) days’ written notice to AAI, and such termination shall release AAI of all obligations and covenants hereunder.

SECTION 3 - SERVICES

	AAI agrees, for the charges stated herein and during the term of this Agreement, to furnish to the CUSTOMER the following Software Maintenance Services:

3.1   Updates to correct defects in the SOFTWARE PRODUCTS verified by AAI according to the following schedule:

          a.    Critical errors (any error which causes the software to stop running):  AAI will provide a “work around” within 48 hours of notice of such error, and a correction within one week of such notice;

	b.	Major errors (any error which has a serious impact on the functionality of the software but does not cause it to stop running):  AAI will provide a “work around” within one week of notice, and a correction within 30 days of notice;

	c.	Minor errors (any error in the cosmetic appearance of the software documentation):  AAI shall provide a correction within 60 days of notice.

3.2  LICENSED SOFTWARE program updates made generally available by AAI  to its customers during the term of this Agreement.

3.3  	LICENSED DOCUMENTATION updates to provide documentation changes and/or additions made generally available by AAI to its customers during the term of this Agreement.  At AAI’s option, LICENSED DOCUMENTA-TION updates will be delivered in electronic form.

3.4	Email/fax technical support.  E-mail messages can be sent to support@AmerinexImaging.com.  AAI will provide email/fax support to CUSTOMER in identifying, verifying and resolving problems relating to non-conformance with the SOFTWARE PRODUCT DESCRIPTION within the LICENSED SOFTWARE products covered by this Agreement.

SECTION 4 - SERVICE LIMITATIONS

The following services are outside the scope of this Agreement:

4.1   Services for AAI SOFTWARE PRODUCTS not identified in the SOFTWARE PRODUCT DESCRIPTION.

4.2	Services for AAI SOFTWARE PRODUCTS identified in the SOFTWARE PRODUCT DESCRIPTION which have been altered or modified by the CUSTOMER, or which have not been installed or maintained as specified by AAI.

4.3	Services for any version of SOFTWARE PRODUCTS identified in the SOFTWARE PRODUCT DESCRIPTION which are not the current “release level” software then generally available to the public.

4.4	On-site service.  AAI may provide such service, at CUSTOMER’s request, at AAI’S then current rates and terms in effect at the time of CUSTOMER’s request.

4.5	Services due to failure of computer hardware equipment, programs not covered by this Agreement, catastrophe, negligence of CUSTOMER, improper use of hardware or software, or other acts not under the control of AAI.

SECTION 5 - CUSTOMER RESPONSIBILITIES

5.1	CUSTOMER, in connection with the services to be furnished above, shall be held responsible for installing, at CUSTOMER’s expense, LICENSED SOFTWARE corrections, updates and enhancements provided CUSTOMER by AAI as part of this Agreement.

5.2	CUSTOMER agrees to maintain the LICENSED SOFT-WARE at the latest revision level and to incorporate all revisions, enhancements, updates and corrections to the LICENSED SOFTWARE made available by AAI.  The CUSTOMER understands and agrees that its failure to install LICENSED PROGRAM updates will both render the LICENSED SOFTWARE to be nonconforming with the SOFTWARE PRODUCT DESCRIPTION, and that subsequent LICENSED SOFTWARE updates may be unusable.

5.3	CUSTOMER acknowledges that all LICENSED SOFT-WARE, and changes, enhancements or updates to the LICENSED SOFTWARE provided by AAI are subject to the conditions of the End User License Agreement and CUSTOMER agrees to abide and respect those terms and conditions.

SECTION 6 - CHARGES

6.1	The maintenance fees are the charges for the appropriate portion of the initial twelve (12) month, calendar year  term.  Each renewal twelve (12) month term shall be paid in advance of the commencement of said term.  Maintenance fees applicable to any renewal term may be adjusted by AAI providing the CUSTOMER at least sixty (60) days’ prior written notice of changes to such fees.

6.2	When, at CUSTOMER’s written request, AAI provides on-site service or service where travel is required, 

	CUSTOMER agrees to pay actual travel, lodging and meal expenses reasonably incurred by AAI personnel.

6.3	All charges under this Agreement, unless otherwise stated in writing by AAI, shall be exclusive of state and local use, sales, ad valorem, and similar taxes.  CUSTOMER agrees to pay such taxes, and, when applicable, such taxes will appear as separate items on AAI invoices.

6.4	Charges for services performed outside the specified periods of coverage and for services not covered by this Agreement will be invoiced separately at AAI standard service rates in effect at the time service was rendered to CUSTOMER.

SECTION 7 - PAYMENT TERMS

7.1	Charges for yearly maintenance service will be invoiced in advance, as specified herein.  Invoices for other charges described in Section 6 will be submitted as incurred.

7.2	Terms are net thirty (30) days from date of invoicing, subject to CUSTOMER’s maintaining credit arrangements satisfactory to AAI.  Otherwise, terms are cash on receipt of invoice.

7.3	All payments shall be by check and shall be credited on the date received by AAI, subject to collection in due course.  Overdue payments shall be subject to a late payment charge equal to one and one-half (1 1/2) percent of the unpaid amount for each month or portion thereof that payment is not made, but in no event greater than as is permitted by applicable law.

SECTION 8 - LICENSED SOFTWARE ELIGIBILITY

8.1	LICENSED SOFTWARE is eligible for inclusion under this Agreement immediately upon installation by CUSTOMER, or upon expiration of any LICENSED SOFTWARE warranty.

8.2	AAI shall be under no obligation to furnish continued service under this Agreement or the End User License Agreement if either the CUSTOMER is in arrears as regards payment of fees for maintenance services, or has otherwise breached the End User License Agreement.

SECTION 9 - TERMINATION

9.1	AAI may terminate this Agreement, in whole or in part with respect to any SOFTWARE PRODUCT or  PRODUCTS, by written notice to LICENSEE, under any 
	of the following conditions:

	(a)  if LICENSEE shall fail to make any payment to AAI when due hereunder,

	(b)	if LICENSEE shall fail to install any upgrade or update software made available by AAI as noted in section 5,

	(c)	a material breach of the End User License Agreement,

	(d)	any material breach of the terms and conditions of this Agreement.

SECTION 10 - RIGHTS AND OBLIGATIONS UNDER       TERMINATION

10.1   Upon any termination of this Agreement, all rights and obligations of the parties under this Agreement shall cease except for CUSTOMER’s obligations:

	(a)	to make payment which was due and payable on the date of termination;

	(b)	any other obligations under this Agreement.

SECTION 11 - LIMITATION OF LIABILITY

11.1     IN NO EVENT SHALL AAI BE HELD LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, REVENUE OR PROFIT, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR CUSTOMER’S USE OF ANY PRODUCT, DOCUMENTATION, SOFTWARE OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, EVEN IF AAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION OF AAI’S LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE.  AAI’S LIABILITY FOR DIRECT DAMAGES AS TO PRODUCTS, DOCUMENTATION AND SERVICES FURNISHED HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO AAI UNDER THE END USER LICENSE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ACCRUAL OF THE CLAIM.

SECTION 12 - WAIVER

12.1   Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or of any other provision of this Agreement.

SECTION 13 - MISCELLANEOUS

13.1	All notices and requests in connection with this Agreement shall be sufficient if personally delivered or 
	 sent by express delivery service or first class mail, postage prepaid, and shall be deemed delivered as of the 
		time of delivery, if personally delivered or if delivered by express delivery service, or 3 days after mailing.

13.2	This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts made and to be performed in such state.

13.3	This Agreement constitutes the entire agreement of the parties relative to the subject matter hereof.

13.4	This Agreement may not be modified or amended, nor any provision hereof waived, except in writing.

13.5	If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.6	The section headings used in this Agreement are intended for convenience only and shall not be deemed to supersede or modify any provision.

13.7	Subject to the limitations set forth in this Agreement, this Agreement shall inure to the benefit of and be binding upon the parties, their successors and assigns.

13.8	AAI is not responsible for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control.