HomeMy WebLinkAbout20013092 Siemens Enterprise Networks, LLC
SCHEDULE A
MAC PRODUCTS ORDER
Customer Name and Invoice Address: Date: 10-19-2001
Weld County Social Services Page No.: 1 of
Attention: Susan Quick Quotation No.: PGGA18802C
915 10th Street 10-18-2001 09:48:08
3rd Floor,Weld County Phone Serv.
Greeley CO 80632
Agreement Type: (x)APS
( ) Other
Products Location Address (Premises):
315 N. 11th Avenue Reference Agreement No.: 1327
Walton Building
Greeley CO 80631 Reference Exhibit No(s).:
CCST SDST
Customer Contact: Susan Quick
Siemens Region Office Address:
STE 275
4014 GUNN HWY
TAMPA FL 33624-4786 Intended Installation Date: 11-18-2001
Pricing Validity
Siemens Contact: Tom Yetzer Expiration Date: 02-15-2002
Scope of Work: Siemens will upgrade your existing configuration in accordance with the changes
and terms set forth in this MAC Products Order Schedule A beginning on the next
page.
Purchase Price $6,400.00 excluding sales tax.
By signing this Ordering Document(Schedule A), Siemens Enterprise Networks, LLC (Siemens) and the Customer(you)
agree that the terms of the referenced Agreement for Products and Services (APS) or other agreement, whichever
is applicable(Agreement), and the referenced Exhibit(s)apply to the Products and Services listed in this Schedule
A. Site-specific terms are set forth herein.The prices in this Schedule A are valid provided Siemens receives
the Schedule A and, if applicable,the referenced Agreement, signed by you, on or before the Pricing Validity
Expiration Date specified above, and these documents are acceptable to Siemens.
Accepted by:
Weld County Social rvices Siemens Enterprise Networks, LLC
•
By: By: UUU
uthorizetl Signature Au rizetl Signature
M. J. Celle, Chair 10/24/2001 1/1-L UMee IO/I4IU1
Name(Type or Print) Date Name(Type or Print) Date
L'OGGi3
cchr .Er1, 2001-3092
PowerQuote Version: VR-R90.9O.19 Database Version: 09.00.019 Product Structure: VR-R90.9S.18 8/08/2001
Schedule A
10-19-2001
Page 2
Quotation No. PGGA18802C
10-18-2001 09:48:08
SITE SPECIFIC TERMS
For: Weld County Social Services
This Schedule A,which contains proprietary Product, Services and pricing information, has been prepared for
the express purpose of allowing you to evaluate the information contained herein relating to the Product and
Services offerings of Siemens. Except as otherwise required by law, it may not be reproduced, used by or disclosed
to persons not employed or retained by you for the evaluation and implementation of this Schedule A without Siemens'
prior written consent.
The term"CS"as used in this document is deemed to mean "Siemens Hicom 300 H Product"or"Siemens Hicom 300
E Communications Server Product".
The payment terms for this Schedule A are as follows: 100%of the Purchase Price, plus all taxes, governmental
fees and transportation charges, are due within 30 days of the invoice date.
Should you elect to lease-finance the Products set forth on this Schedule A, Siemens must receive the following
paperwork no later than 30 days prior to the Cutover or Installation Date of the Products: (1) a Purchase Order
or similar document and a valid, properly executed Resale Exemption Certificate from your leasing company, and
(2)a properly executed Siemens Assignment of On-Order Products document. Siemens will not invoice you the applicable
taxes upon receipt of the aforementioned documents provided it receives them prior to the time frame specified
in the previous sentence. If Siemens does not receive the aforementioned leasing documentation by the time it
is required by contract to invoice you the applicable taxes, the order will be considered a"sales"transaction,
and you will be liable for such taxes to Siemens as Siemens is liable to pay such taxes to the applicable State.
Notwithstanding the foregoing, you are still required to make the applicable progress payments to Siemens, or
arrange to have your leasing company to make such progress payments to Siemens, in accordance with the time frames
in the Schedule A(excludes leases transacted through the Siemens Equipment Finance Division of Siemens Financial
Services, Inc.,formerly Siemens Credit Corporation).
In the event you fail to make any payments when due under the Schedule A or subsequent orders relating to the
Products, Siemens may immediately suspend performance until payment is received. If any amount due is not paid
in accordance with the specified terms, you agree to pay Siemens on demand, as a late charge, 1.5% per month,
limited by the maximum rate permitted by law, on such overdue amount. The late charge will accrue from such
due date until such amount is paid.
Notwithstanding anything to the contrary in the Agreement, you are responsible for Product transportation charges
to your Premises for which Siemens will invoice you at$.30 per pound based on the weight of the Product(s) shipped
to you.
The basic CS Software license charge set forth on this Schedule A is based on the"Wired For Ports"capacity
referenced therein. Any increase in the"Wired For Ports"capacity will require an additional licensing charge.
All Products under Workpoint Communications on this Schedule A are considered Customer Set-Up unless otherwise
specified by Siemens.
Siemens is a registered trademark of Siemens AG.
PowerQuote Version: VR-R90.9O.19 Database Version: 09.00.019 Product Structure: VR-R90.95.18 8/08/2001
Schedule A
10-19-2001
Page 3
Quotation No. PGGA18802C
10-18-2001 09:48:08
SOFTWARE AND PROGRAM LICENSE SUMMARY
For: Weld County Social Services
Licensed For:
As Is Desired Change
Software:
Observer Server Software 1 1 0
Composer Serial Supervisor 1 1 1 0
Flex-Routing Agents 1 to 15 1 1 0
Flex-Routing Agents 16 to 35 1 1 0
ANI Call Processing Routing SW License 0 1 1
ANI Call Process. Rout. SW Lic. Ea. 100 Ports 0 5 5
Sat Ops Software License 1 1 0
Sat Ops Software License-Each 100 Ports 5 5 0
ISDN PRI Software License 0 1 1
ISDN Software License-Each 100 Ports 0 5 5
9006 Per Port System Software License 432 432 0
SmartTech-As part of SmartSery Contract 1 1 0
V6.4 Basic System SW License(30/30E/30EX) 1 1 0
PhoneMail Software(9006) 1 1 0
Customer Provided PHML 7652/PHML SP 7653 1 1 0
ACD CCMS 30EX ProCenter Package#1 -Credit 1 1 0
Observer Client S/W-One User 1 1 0
Hicom Domain Mgmt Sys LC-Win Usr Lic Mdl 30C 0 1 1
PowerQuote Version: VR-R90.9O 19 Database Version: 09.00.019 Product Structure: VR-R90.95.18 8/08/2001
Schedule A
10-19-2001
Page 4
Quotation No. PGGA18802C
10-18-2001 09:48:08
MAC PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES
For: Weld County Social Services
SWITCHING
As Is Desired Change
Equipped Wired Equipped Wired Equipped
Standard Lines: q PPed Wired
Optiset E phones on 24 Channel Cards 264 288 264 288
Analog Lines on 24 Channel Cards 24 48 24 24 (24)
PhoneMail/RTS/LCS0 Lines on 8 Ch. Cards 8 8 8 8
Analog Lines on 24 Channel Cards-SIPAC 24 24
296 344 296 344 0 0
Trunks:
Digital Trunks on TMDN64 Cards 48 72 48 48 (24)
Analog CO Trk.on 16 Channel Cards 16 16 16 16
Digital Trunks on TMDN64 Cards-SIPAC 24 24
64 88 64 88 0 0
Total Interface Channels 360 432 360 432 0 0
INFORMATION TRANSPORT
Software:
ANI Call Processing Routing SW License 1
ANI Call Process. Rout. SW Lic. Ea. 100 Ports 5
ISDN PRI Software License 1
ISDN Software License-Each 100 Ports 5
MANAGEMENT RESOURCES
Software:
Hicom Domain Mgmt Sys LC-Win Usr Lic Mdl 30EP 1
OWNERSHIP SERVICES
Products and Services:
Software Customizing Fee 1
PowerQuote Version: VR-R90.9O.19 Database Version: 09.00.019 Product Structure: VR-R90.9S.18 8/08/2001
Schedule A
10-19-2001
Page 5
Quotation No. PGGA18802C
10-18-2001 09:48:08
MAC PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES (continued)
For: Weld County Social Services
PRICE SUMMARY:
Products and Services $0.00
Software 3,000.00
Programs 0.00
Sub-Total 3,000.00
Installation Material 0.00
Labor 5, 660.00
Price Adjustments:
Mini SW Customization Credit (1,000.00)
Maint. Customer, S/W Customizing Credit (1,260.00)
Purchase Price,excluding sales tax $6,400.00
PowerQuote Version: VR-R90.9Q.19 Database Version: 09.00.019 Product Structure: VR-R90.9S.IB 8/08/2001
SIEMENS
Call Center Products Supplemental Terms Exhibit
Exhibit No.:CCST
The supplemental terms set forth in this Exhibit apply to the following Call Center Product(s)that the Customer(you)has ordered from Siemens Enter-
prise Networks LLC (Siemens) in an Ordering Document that references this Exhibit: (a) Siemens® HiPath'" ProCenter®CallBridge®Software
consisting of one or more of the following:CallBridge Connection,Non-Redundancy, Ethernet,CallBridge Computer-Supported Telecommunication
Application (CSTA)Total Monitored Devices, CallBridge CSTA Multi-Host, CallBridge Telephone Services Application Programming Interface(TSAPI)
Total Monitored Devices, CallBridge Telephone Application Program Interface (TAPI) Server Total Monitored Devices, Active-Redundancy, Standby-
Redundancy, CallBridge CSTA Active Redundancy; CallBridge CSTA Standby Redundancy; CallBridge TSAPI Active Redundancy, and/or CallBridge
TSAPI Standby Redundancy; (b)Siemens HiPath ProCenter Entry Packages(Flex-Routing)Software consisting of one the following:(1)Auto-
matic Call Distribution(ACD)Package#1 for Serial: 1-15 Agents, 1 Serial Supervisor(Composer), 1 Observer Client and Conditional Routing;(2)ACD
Package#1 for Local Area Network(LAN): 1-15 Agents, 1 LAN Supervisor(Composer), 1 Observer Client and Conditional ACD Routing Table(ART)
Routing; (3)ACD Package#2 for LAN: 1-50 Agents,4 LAN Supervisor(Composer),4 Observer Client,Conditional ACD Routing Table(ART)Routing,
Graphical Reports, Open DataBase Access(ODBA), Flex-Routing®Call By Call 1-35 Agents and Flex-Routing Call by Call 36-50 Agents;or(4)ACD
Special LAN: 1-50 Agents and 1 LAN Supervisor(Composer). Any incremental Agents,Supervisors and/or Clients will be considered a part of the ap-
plicable Entry Package; (c) Siemens HiPath ProCenter Entry Suite(Group-Based)Software consisting of one or more of the following: Com-
poser LAN Supervisors,Composer Serial Supervisors,Observer Client Users, Flex-Routing Active Agents,Serial Printer Connections,Conditional ART
Routing, PhoneMail®As Agent, Composer Graphical Reports, ODBA, Flex-Routing Call By Call, Expanded Music On Hold, Flex-Routing Look-Ahead
Routing, Flex-Routing ACD Prompt Response." Integration (APRI), Flex-Routing CorNet®-N for APRI, Flex-Routing Message Board, Flex-Routing
Message Board Connections, Open Real Time Link, Flex-Routing External SCSI DAT or Observer Server Software; (d)Siemens HiPath ProCenter
MX Email Software; (e)Siemens HiPath ProCenter Standard Suite(Skills Based)Software consisting of one or more of the following:ProCen-
ter Active Agents, HiPath ProCenter Server, ProCenter Supervisor, ProCenter Agent,ProCenter Call by Call Reporting, ProCenter MessageStream for
Desktops, and/or ProCenter MessageStream for Message Boards, ProCenter Standard Suite, Disk Redundancy (Redundant Array of Independent
Disks Level 1),Additional Real-Time Server, ProCenter Call Director—4 Port Analog Product, ProCenter Call Director—24 Port Digital Product, Pro-
Center MX Email Interface, ProCenter Internet, ProCenter Callback, ProCenter Outbound or ProCenter Networking,; (f) Siemens HiPath ProCenter
Advanced Suite(Skills Based)Software consisting of one or more of the following: ProCenter Active Agents, HiPath ProCenter Server, ProCen-
ter Supervisor, ProCenter Agent, ProCenter Call by Call Reporting, ProCenter MessageStream for Desktops, and/or ProCenter MessageStream for
Message Boards, ProCenter Advanced Suite,Disk Redundancy(Redundant Array of Independent Disks Level 1),Additional Real-Time Server,-Addi-
tional Real-Time Server, ProCenter Call Director—4 Port Analog Product, ProCenter Call Director—24 Port Digital Product,ProCenter MX Email Inter-
face, ProCenter Internet, ProCenter Callback, ProCenter Outbound or ProCenter Networking,(g)Siemens HiPath ProCenter Standard or Advanced
Equipment consisting of one or both of the following: Siemens HiPath ProCenter Server Product or Siemens HiPath ProCenter Real-Time Server
Product; (h) Siemens HiPath ProCenter Prompt Responsee." Interactive Voice Response (IVR) Product; (I)Siemens HiPath ProCenter Van-
tage+*" Software consisting of one or more of the following:Vantage+CallBridge®Computer-Supported Telecommunication Application(CSTA)
Package, Vantage+ CallBridge Telephone Services Application Programming Interface (TSAPI) Package, Vantage+Additional Users, Vantage+ Call
Diverting, Vantage+ Call Qualifying,Vantage+Additional CallBridge CSTA sites,Vantage+Additional CallBridge TSAPI sites,Vantage+ Remote Call-
Bridge CSTA sites and/or Vantage+ Remote CallBridge TSAPI sites; (j)Siemens Web Control of Station Features(WebCSF)Software; (k)Com-
verse Products consisting of one or more of the following: Mentor,SafeNet or Ultra; (I)Davox UNISON Brand Call Management System Prod-
uct; or(m) One or more of the following MAC Products: Siemens BusinessView Analyst enhanced reporting application Software;Siemens Busi-
nessView Composer configuration and historical application Software;Siemens BusinessView Observer enhanced real-time reporting application Soft-
ware; Siemens CallBridge for Workgroups application Product; Siemens ComManagerT" telephony application Software; Siemens ACD call routing
Software; Siemens HiPath ProCenter Prompt Response Interactive Voice Response(IVR)Product; Siemens ResumeRouting®call routing Software;
Siemens ResumeRouting Call Director Product; Siemens ResumeRouting MessageStream Software; Application features within the Siemens
ResumeRouting Express Software; or Siemens Vantage+ automatic call distribution real-time and historical reporting application Software. The term
"Services" means installation, warranty, maintenance support, professional, integration, or other services provided to you. Except as modified by the
following supplemental terms, the provisions in the Agreement for Products and Services (APS)or other agreement,whichever is applicable (Agree-
ment),referenced in such Ordering Document,remain in full force and effect.
1. CONDITIONS FOR SERVICES Cutover/Installation Date. SIEMENS WILL NOT BE LIABLE TO YOU
Subsequent to Siemens' acceptance of the Ordering Document, Sie- FOR ANY COSTS, INCLUDING LONG DISTANCE OR NETWORKING
mens will provide you with documentation that will describe your and CHARGES, RESULTING FROM THE USE OF THE PRODUCT(S) BY
Siemens' implementation responsibilities. Your obligations set forth YOU, YOUR EMPLOYEES OR ANY THIRD PARTY, WHETHER OR
therein must be performed on or before the dates mutually agreed to in an NOT YOU AUTHORIZED SUCH USE.
installation schedule or similar document(installation schedule),and be in 2. INSTALLATION CHANGE ORDER
compliance with all applicable statutes, laws and regulations,You are re-
sponsible for any rigging charges. Any change(s) to the original Product configuration on a Schedule A
You will provide Siemens full, free and safe access to your Premises will be recorded on an Installation Change Order(ICO)signed by you and
and the Product(s)so that Siemens can perform its obligations under the Siemens.Such change(s)will be based upon your review and acceptance
referenced Agreement. If either party becomes aware of asbestos, haz- of the revised Product configuration information provided to you by Sie-
ardous materials or concealed conditions on your Premises, such party mens on or before the date set forth in the installation schedule. The
agrees to notify the other party promptly, and you will be responsible for Purchase Price for additions and/or changes on such ICO will be at Sie-
correcting all such conditions. The existence of any such condition may mens' then-current list prices, less a discount percentage, if any, to be
adversely affect your costs and the timeliness of delivery of the Product(s) determined by Siemens. Deletions, if any,will be credited at the prices at
and other Services. which you originally ordered such items. However, any site-specific or
During the implementation phase of the original Product and, if appli- miscellaneous materials requested by you may not be deleted. Any fur-
cable, subsequent MAC Products, Siemens will provide Product configu- ther changes will be processed as MAC Work Orders priced at Siemens'
ration information to you for your review and written approval.At that time, then-current MAC list prices.
you will verify that such configuration meets your security requirements In the event an ICO is not required as a result of your review and ac-
with regard to risks of intrusion and unauthorized use after the Product's ceptance of the Product configuration information provided to you by Sie-
Siemens,Hicom and CorNet are registered trademarks of Siemens AG.
HiPath is a trademark of Siemens AG.
BusinessView,CallBridge, Flex-Routing,PhoneMail,ProCenter,ResumeRouting and SmartServe are registered trademarks of Siemens ICN.
ComManager,Prompt Response and Vantage+are trademarks of Siemens ICN.
All other trademarks used herein are the property of their respective owners.
Z1071 Rev. 15(10/01) Page 1 of 5
mens, any changes thereafter will be processed as MAC Work Orders b) The following terms apply to the Siemens HiPath ProCenter
priced at Siemens'then current MAC list prices. Prompt Response IVR Product:
Siemens will test the Product and certify functional capabilities as out-
3. CUTOVER DATE lined in the Specifications, and will notify you when the Product is ready
a) The following terms apply to all Products except the Siemens Hi- for acceptance testing by you.During the next 10 days,you will:
Path ProCenter Prompt Response IVR Product: 1) Perform acceptance testing on the Product;
Siemens will make reasonable efforts to meet the intended Cutover 2) Create one backup copies of the Program in accordance with the
Date specified in the Ordering Document. In addition,such intended Cut- terms set forth in Section 6 herein;and
over Date and any revisions thereto will be recorded on the installation 3) Sign and return to Siemens, the required documentation with re-
schedule. Siemens will notify you in writing of the actual Cutover Date of spect to the installation of the Product.
the Product. The "Cutover Date" means the date on which Siemens in- The Product will be deemed accepted by you 10 days after its Cutover
stalls the original Product at the Premises in accordance with the manu- Date,unless you notify Siemens in writing within such period,setting forth
facturers' published functional specifications (Specifications). Minor omis- in detail in what respect the Product does not conform to its Specifica-
sions or variances in the performance of the Product(s)will not delay the tions. Siemens will promptly correct such nonconformity to your reason-
Cutover Date.This Section 3 does not apply to MAC Products. able satisfaction.The Product will then be deemed accepted by you.
b) The following terms apply to the Siemens HiPath ProCenter This Section 4 does not apply to MAC Products.
Prompt Response IVR Product: 5. WARRANTY
Siemens will make reasonable efforts to meet the intended Cutover a) The following terms apply to all Products except(1)the Product
Date specified in the Ordering Document. In addition,such intended Cut-and Services within the Siemens HiPath ProCenter Standard or
over Date and any revisions thereto will be recorded on the installation
schedule. Siemens will notify you in writing of the actual Cutover Date of Advanced Software CIS Preload and Installation Services Offering
the Product. The "Cutover Date" means the date on which Siemens in- as specified in Section 3.c) above, (2) the Product and Services
stalls the original Product at the Premises in accordance with the final within the Siemens HiPath ProCenter Vantage+ or Siemens Van-
application design documentation approved by you(Specifications).Minor tage+Software CIS Preload and Installation Offering as specified
omissions or variances in the performance of the Product will not delay in Section 3.d) above, (3) the Product and Services within the
the Cutover Date.This Section 3 does not apply to MAC Products. Siemens HiPath ProCenter MX Email CIS Preload and Installation
c) The following additional terms apply to the Siemens HiPath Pro-
Path ProCenter MX Email Software:
Offering as specified in Section 3.e) above, and (4) Siemens HI-
Center Standard or Advanced Software:
If you have selected the Siemens HiPath ProCenter Standard or Ad- The warranty period for the Product commences on its Cutover Date
and continues for one year, except for (a) the Siemens WebCSF Soft-
vanced Software Customer Interaction Solutions(CIS)Preload and Instal-
lation Services Offering,the charges will be included on a separate Order- Fare, which has a warranty period of 90 days, and (b)the Siemens Hi-
ing Document and not the Ordering Document,which references this Ex- Path ProCenter Prompt Response IVR Product, which has a warranty
hibit. Siemens will perform its installation Services in accordance with the was of one year a coMACnPiPro on the macences on ce itso the Product.o The
terms specified in the CIS Preload and Installation Exhibit referenced on continues and nty
period for MAC nderu commences aforementioned lldta Date
such separate Ordering Document. You agree to sign both Ordering peri , un for the remainder,r, i any, of the reianother
warranty
m
Documents in order for Siemens to complete its obligations hereunder. Ordering e Document a different ens WebCSFon set forth rherwh or rderedr Siemens
If you have selected the Siemens HiPath ProCenter Server Product Siemens Software when ordered as a MAC
and/or Siemens HiPath Real-time Server Product under the Siemens Hi- receives a stand-alone 90-day warranty period.The following MAC Prod-
ucts receive a stand-alone one-year warranty period:
Path ProCenter Standard or Advanced Equipment offering, the charges
will be on an Ordering Document,which references this Exhibit. Siemens a) Siemens BusinessView Analyst;
b) Siemens BusinessView Composer;
will perform its installation and other Services in accordance with the
terms c) Siemens BusinessView Observer;
set forth in this Exhibit.
d) Siemens CallBridge for Workgroups;
d) The following additional terms apply to the Siemens HiPath Pro- e) Siemens ComManager;
Center Vantage+or Siemens Vantage+Software: f) Siemens HiPath ProCenter CallBridge;
Siemens personnel will install the Siemens HiPath ProCenter Van- g) Siemens HiPath ProCenter Entry Packages(Flex-Routing);
tage+ Software or Siemens Vantage+ Software on a personal computer h) Siemens HiPath ProCenter Entry Suite(Group-Based);
(PC) provided by Siemens, at your expense. Such installation and PC i) Siemens HiPath ProCenter Standard Suite(Skills Based);
charges will be included on a separate Ordering Document and not the j) Siemens HiPath ProCenter Advanced Suite(Skills Based
Ordering Document, which references this Exhibit. Siemens will perform k) Siemens HiPath ProCenter Prompt Response IVR;
its installation Services in accordance with the terms specified in the Cus- I) Siemens HiPath ProCenter Vantage+;
tomer Interaction Solutions (CIS) Preload and Installation Exhibit refer- m) Siemens ResumeRouting;
enced on such separate Ordering Document.You agree to sign both Or- n) Siemens ResumeRouting Call Director;
dering Documents in order for Siemens to complete its obligations here- o) Siemens ResumeRouting MessageStream;or
under. p) Siemens Vantage+.
Siemens warrants that during the warranty period, the Product will
e) The following additional terms apply to the Siemens HiPath Pro- substantially conform to its Specifications. During the warranty period,
Center MX Email Software: upon notification from you that any nonconformity exists, as long as the
Siemens personnel will install the Siemens ProCenter MX Email Soft- nonconformity is not caused by any of the circumstances described be-
ware on a personal computer inclusive of prerequisite software and mo- low,Siemens will have the option to repair or replace the nonconformity in
dem and network interface card (collectively called HiPath ProCenter accordance with the Warranty Services as described in the SmartServe®
Server Product) provided by Siemens, at your expense. Such installation Support Services Plan (Plan). Provided that the Siemens Hicom®300 H
and HiPath ProCenter Server Product charges will be included on a sepa- Product, Siemens Hicom 300 E CS or Siemens CBX Product is within its
rate Ordering Document and not the Ordering Document, which refer- warranty period, Siemens will provide Warranty Services for the MAC
ences this Exhibit. Siemens will perform its installation Services in accor- Products in accordance with the Warranty Services in the Plan. If the
dance with the terms specified in the Customer Interaction Solutions(CIS) Siemens Hicom 300 H, Siemens Hicom 300 E CS or Siemens CBX Prod-
Preload and Installation Exhibit referenced on such separate Ordering uct's warranty period has expired and you have elected Siemens to per-
Document. You agree to sign both Ordering Documents in order for Sie- form Maintenance Support Services under the Plan, Siemens will provide
mens to complete its obligations hereunder. Warranty Services for the MAC Products in accordance with the Mainte-
4. ACCEPTANCE nance Support Services selected by you under the Plan for the applicable
a) The following terms apply to all Products except Siemens HiPath Products. Each replacement Part is either a new part or a serviceable
used part.All replaced parts become Siemens'property.
ProCenter Prompt Response IVR Product:
The Product will be accepted by you 30 days after the Cutover Date, conformingI in Siemens'sole he Produ it io th unabi po rapes ao warranted,rr the non-
e-
unless you notify Siemens in writing within such period and specify in ms part(s) po the Product so that it the
actual as dollaramount(s)
what respect the Product does not conform to its Specifications.Siemens muds may, part(s)a its option, issue a refund mi for the 'receipt cr suh
will promptly correct such nonconformity to your reasonable satisfaction. Paid for the that is nonconforming, upon Siemens' of such
The Product will then be deemed accepted by you. part(s).
This Section 4 does not apply to MAC Products.
21071 Rev. 15(10/01) Page 2 of 5
•
You will be billed at Siemens' then-current hourly time and material the Software is transferred to you,except as expressly stated in this Sec-
rates for Services performed by Siemens due to any of the following cir- tion.
cumstances: Unless Siemens specifies otherwise, any modifications to, or new re-
a) Your failure to follow Siemens'and/or the manufacturer's installa- leases or versions of, the Software will be provided subject to this Agree-
tion,maintenance or operation instructions for the Product; ment at applicable charges.
b) Theft,strikes, riots,vandalism,malicious or criminal acts(includ- Except for Davox, Siemens will grant a license to the party to whom
ing but not limited to, worms, Trojan horse or viruses), acts of you transfer possession of the Software pursuant to the terms of the Sie-
war,lightning,water,fire and other perils; mens Software License Agreement, which will be available upon request
c) Work performed by persons other than Siemens personnel or at the time you transfer the Software.Transfer of the Software or destruc-
without Siemens supervision; lion of all your copies of the Software terminates your license from Sle-
d) Shock, corrosive atmosphere, electrical damage, accident, air mens.
conditioning or humidity control failure; This Section does not apply to third-party Software supplied by Sie-
e) Service calls necessitated by products not serviced by Siemens; mens that is distributed with a vendor's license agreement in its Software,
f) Normal wear and tear of disposable items such as magnetic packaging or documentation, notwithstanding the fact that such Software
tapes,wet cell batteries and other such operating media; is included in a Product:
g) Services requested outside of the Plan,or on an expedited basis; 1) The Siemens HiPath ProCenter Prompt Response IVR Software
or contains the following third-party Software: Microsoft Windows NT
h) Any cause other than your ordinary and proper use of the Prod- Server 4.0 Software or Microsoft Windows 2000 Server Software,
uct. which is subject to the Microsoft End User License Agreement en-
Siemens does not warrant that the operation of the Product will be un- closed in the HiPath ProCenter Prompt Response Products pack-
interrupted or error free. aging.
THE WARRANTY SET FORTH HEREIN IS SIEMENS' SOLE WAR- 2) The Siemens HiPath ProCenter Server Product and/or Siemens
RANTY TO YOU, AND REPLACES ALL OTHER WARRANTIES, EX- HiPath Real-time Server Product contains the following third-party
PRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED Microsoft and Symantec Software: Microsoft Windows NT Server
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT- 4.0 Software is subject to the Microsoft End User License Agree-
NESS FOR A PARTICULAR PURPOSE. ment, which is attached hereto and incorporated herein by refer-
b) The following terms apply to the Product and Services within (1) ence as Attachment A. By signing the Ordering Document,which
the Siemens HiPath ProCenter Standard or Advanced Software references this Exhibit, you are accepting the terms of the Micro-
soft End User License Agreement. Siemens retains all rights, title
CIS Preload and Installation Services Offering
, (2) Siemens Hi- and interest to the Symantec pcAnywhere Software and no Soft-
Path ProCenter Vantage+or Siemens Vantage+Software CIS Pre- ware license is granted to you hereunder. Such Software is an in-
load and Installation Services Offering, and (3) Siemens HiPath tegral part of the applicable Server Product and is for Siemens'use
ProCenter MX Email Software CIS Preload and Installation Ser- only.
vices Offering, as further set forth on Exhibit No.PREM-X(refer- 3) The Siemens HiPath ProCenter Vantage+ Software or Siemens
enced on a separate Ordering Document: Vantage+ Software contains the following third-party Software:
The warranty terms for a personal computer, inclusive of its prerequi- Adobe Acrobat Reader Software,which is subject to the electronic
site equipment and software are described in the vendors'documentation End User Software License Agreement within the Adobe Acrobat
set forth in the packaging of the personal computer. Reader Software.
SIEMENS PROVIDES NO WARRANTY OF ANY KIND, INCLUDING 4) The Comverse Mentor, SafeNet and Ultra Software contains the
BUT NOT LIMITED TO, EXPRESS, STATUTORY OR IMPLIED WAR- following third-party Software: Microsoft Windows NT Server Soft-
RANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANT- ware and Microsoft Windows 95 Software, which is subject to the
ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Microsoft End User License Agreement enclosed in the applicable
c)The following terms apply to the Siemens HiPath ProCenter MX Comverse Product's packaging, and Symantec pcAnywhere Soft-
Email Software: ware, which is subject to the Symantec Software License Agree-
THIS SOFTWARE IS LICENSED TO YOU "AS IS" WITHOUT ANY ment enclosed in the applicable Comverse Product's packaging.
WARRANTIES OF ANY KIND,INCLUDING BUT NOT LIMITED TO,EX- b) The following terms apply to the Software within(1)the Siemens
PRESS, STATUTORY OR IMPLIED WARRANTIES, INCLUDING THE HiPath ProCenter Standard or Advanced Software CIS Preload
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A and Installation Services Offering, (2)Siemens HiPath ProCenter
PARTICULAR PURPOSE. Vantage+ or Siemens Vantage+Software CIS Preload and Instal-
lation 6. SOFTWARE LICENSE Services Offering, and (3) Siemens HiPath ProCenter MX
Email Software CIS Preload and Installation Services Offering as
a) The following terms apply to all of the Software except the Soft- further set forth on Exhibit No. PREM-XX referenced on a sepa-
ware within (1) the Siemens HiPath ProCenter Standard or Ad- rate Ordering Document:
vanced Software CIS Preload and Installation Services Offering, The vendors' software license terms are described in the vendors'
(2) Siemens HiPath ProCenter Vantage+ or Siemens Vantage+ documentation set forth in the packaging of the personal computer.
Software CIS Preload and Installation Services Offering, and (3) c) The following additional Software terms apply to the Davox UNI-
Siemens HiPath ProCenter MX Email Software CIS Preload and SON Product:
Installation Services Offering as further set forth on Exhibit No. 1) Definition
PREM-XX referenced on a separate Ordering Document: "Davox Software"means:
Siemens owns, or has licensed from the owner, the Software. Sie- a) The machine-readable object code version of the Davox com-
mens grants you a non-exclusive license in the United States and Puerto puler programs, including but not limited to, Davox UNISON
Rico to use those features of the Software authorized by Siemens (a) in brand call management system, inclusive of Smart Management
the Product in which it was originally installed (applies only to Siemens Center and Predictive Dialer;
HiPath ProCenter Entry, Siemens ACD Siemens HiPath ProCenter b) Davox published user manuals and documentation;and
Prompt Response IVR, and Siemens HiPath ProCenter Standard or Ad-
vanced Software, when installed on a Siemens HiPath ProCenter Server c) Updates,enhancements or revisions;and all copies thereof.
Product and/or Siemens HiPath Real-time Server Product),(b)in only one 2) Confidentiality
machine at any one time or as otherwise authorized by Siemens in an You agree and acknowledge that the Davox Software is confidential
and proprietary information.
Ordering Document,and(c)only for so long as you are using the Product You will not disclose, provide or otherwise
within your Enterprise. Siemens will provide one copy of the Software, make available the Software or any part or copies thereof to any person
including documentation, with the initial installation of the Product. You other than your employees who have a legitimate need therefor, without
may make one backup copy of the Software,which is subject to the terms the prior written consent of Siemens and Davox. You will take all appro-
priate actions by instruction, agreement or otherwise, with any persons
legend(s). All copies of the Software remain the property of Siemens or permitted access to the Software necessary to satisfy your obligations
the owner. under this Exhibit and the referenced Agreement. All copies of the Soft-
You will not modify, reverse engineer, de-compile, disassemble, or ware, whether provided by Siemens or made by you as permitted in the
derive source code from the Software. You also agree not to sublicense, this Exhibit and the referenced Agreement, including without limitation,
rent, lease or assign any Software. No title,ownership or other interest in translations, compilations or partial copies are the property of Davox and
its licensors and may not be used or disclosed except as permitted in this
Z1071 Rev.15(10/01) Page 3 of 5
Exhibit and the referenced Agreement. You will not allow the removal or 7. PATENTS AND COPYRIGHTS
defacement of any confidentiality or proprietary notice placed on the Soft- The following terms apply to all Products except the Comverse
ware. If an unauthorized use or disclosure occurs, you will immediately Mentor, SafeNet or Ultra Products, Davox UNISON Brand Call Man-
notify Siemens and take,at your expense,all steps that may be available agement System Product and the Product(s)within the Siemens HI-
to recover the Software and to prevent its subsequent unauthorized use or Path ProCenter Standard or Advanced Software CISPreload and In-
dissemination. You will have no confidentiality obligation with respect to stallation Services Offering, Siemens HiPath ProCenter Vantage+or
any portion of the Software that: Siemens Vantage+ Software CIS Preload and Installation Services
a) You independently developed before receiving the Software un- Offering, and the Siemens HiPath ProCenter MX Email Software CIS
der this Exhibit and the referenced Agreement; Preload and Installation Services Offering:
b) You lawfully obtained from a third party under no confidentiality This Section sets forth Siemens' entire obligation to you regarding
obligation;or claims of patent or copyright infringement.
c) Became available to the public other than as a result of an act If a third party claims that a Product provided hereunder that is manu-
or omission by you or any of your employees or consultants. factured by Siemens or bears the Siemens logo infringes a United States
3) Ownership patent or copyright, Siemens will defend you against that claim at Sie-
All rights,title and interest to and all applicable rights in patents,copy- mens'expense. Siemens will pay all costs, damages and attorneys'fees
rights and trade secrets in the software or any of its parts shall remain that a court finally awards,provided that you:
vested in Davox or in any third party vendor from whom Davox Corpora- a) Give Siemens prompt written notice of any such claim;
tion has acquired rights to license the Software,notwithstanding the grant b) Allow Siemens to control the defense and any related settlement
of the license pursuant to the terms of this Exhibit and the referenced negotiations;and
Agreement. You will not take any action that jeopardizes Davox's or its c) Fully cooperate with Siemens.
licensors' proprietary rights or acquires any right in the Software, except If such a claim is made or appears likely to be made, you agree to
the limited use rights specified in this Exhibit and the referenced Agree- permit Siemens to enable you to continue to use the Product or to modify
ment. Davox or its licensors will own all rights in any copy, translation, or replace it. If none of these alternatives is available on terms that are
modification or adaptation of, or derivative work based on the Software, reasonable in Siemens' judgment, you agree to retum the Product to
including any improvement or development thereof. You will obtain, at Siemens upon Siemens' written request. Siemens will then give you a
Siemens' request, the execution of any instrument that may be appropri- credit equal to your net book value for the Product provided you have fol-
ate to assign these rights to Davox or its licensors or perfect these rights lowed generally accepted accounting principles.
in Davox's or its licensors'name. Siemens will have no obligation regarding any claim of infringement
4) Restricted Rights based upon a Product that is:
If you are a U.S. Government user, the Software, published users a) Not manufactured by Siemens or does not bear the Siemens logo;
manuals and documentation are provided with RESTRICTED RIGHTS. b) Modified by someone other than Siemens;
Use, duplication and disclosure by the U.S. Government are subject to c) Combined, operated or used with any product, data, apparatus,
restrictions as set forth in Federal Acquisition Regulation (FAR) clause software or program not provided by Siemens;or
52.227-19(c)(2) or successor regulation thereto. Contractor/manufacturer d) Outside the United States or Puerto Rico.
is Siemens Enterprise Networks LLC, 1881 Campus Commons Drive Notwithstanding anything to the contrary in this Section, Siemens of-
Reston,Virginia 20191. fers no patent and copyright indemnification for: Microsoft Windows NT
5)Restricted Use Server 4.0 Software or Microsoft Windows 2000 Server Software within
You may only use the Software for your own use and only on the sin- the Siemens HiPath ProCenter Prompt Response IVR Product; Microsoft
gle Computerized Autodial System, automated call system, Davox UNI- Windows NT Server 4.0 Software or Symantec pcAnywhere Software
SON brand call management system, Davox Prelude brand call manage- within the Siemens HiPath ProCenter Server Product or Siemens HiPath
ment system, predictive dialer, controller unit, personal computer, work- Real-time Server Product;and Adobe Acrobat Reader Software within the
station or other item of equipment(one machine), for which the Software Siemens HiPath ProCenter Vantage+ Software or Siemens Vantage+
is first provided or installed, except as otherwise herein provided. If you Software.
are unable to operate the Software on one machine due to an equipment
malfunction, the Software may be transferred temporarily to another sin- 8. MAINTENANCE SERVICES FOR SIEMENS HIPATH PRO-
gle machine during the period of equipment malfunction. CENTER MX EMAIL SOFTWARE
You will not copy the published user manuals and document or techni- Commencing on the Cutover Date of the original Siemens HiPath
cal information provided with the Software. ProCenter MX Email Software, Siemens will provide its Support Services
Davox has incorporated a derivative Sybase database into its UNISON for a one-year period pursuant to the terms set forth in the Supplement
brand call management system. Due to such license, you are expressly and SmartServe Support Services Plan for the Siemens HiPath ProCenter
prohibited from creating or altering columns, tables, schemas, or data- MX Email Software, which documents are attached hereto and incorpo-
bases,unless such columns,tables,schemas and databases are created rated herein by reference(form no. Z1128).The charge for such Support
or altered by and within the context of the UNISON system(i.e.,you may Services is included in the Purchase Price on the Ordering Document. By
not use the Sybase command verbs). signing the Ordering Document,which contains the Siemens HiPath Pro-
Center MX Email Software and references this Exhibit No.CCST,you are
accepting the terms of the Supplement and Plan.
Z1071 Rev. 15(10/01) Page 4 of 5
ATTACHMENT A - Microsoft End User License Agreement
You have acquired a device ("DEVICE) that includes software li- online control equipment in hazardous environments requiring fail-
censed by Siemens from Microsoft Licensing Inc. or its affiliates ("MS"). safe performance,such as in the operation of nuclear facilities,air-
Those installed software products of MS origin,as well as associated me- craft navigation or communication systems,air traffic control,direct
dia, printed materials, and "online" or electronic documentation ("SOFT- life support machines,or weapons systems, in which the failure of
WARE")are protected by international intellectual property laws and tree- Java technology could lead directly to death,personal injury,or se-
ties. The SOFTWARE is licensed,not sold. All rights reserved. vere physical or environmental damage. Sun Microsystems. Inc.
has contractually obligated MS to make this disclaimer.
IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREE- e) No Liability for Certain Damages. EXCEPT AS PROHIBITED
MENT ("EULA"), DO NOT USE THE DEVICE OR COPY THE SOFT- BY LAW,MS SHALL HAVE NO LIABILITY FOR ANY INDIRECT,
WARE. INSTEAD, PROMPTLY CONTACT Siemens FOR INSTRUC- SPECIAL,CONSEQUENTIAL OR INCIDENTAL DAMAGES ARIS-
TIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. ING FROM OR IN CONNECTION WITH THE USE OR PER-
ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO FORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL
USE ON THE DEVICE, WILL CONSTITUTE YOUR AGREEMENT TO APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL
THIS EULA(OR RATIFICATION OF ANY PREVIOUS CONSENT). PURPOSE. IN NO EVENT SHALL MS BE LIABLE FOR ANY
GRANT OF SOFTWARE LICENSE. This EULA grants you the follow- AMOUNT IN EXCESS OF U.S. TWO HUNDRED FIFTY DOL-
ing license: LARS(U.S.$250.00).
a) You may use the SOFTWARE only on the DEVICE. f) Limitations on Reverse Engineering, Decompilation, and Dis-
assembly. You may not reverse engineer, decompile, or disas-
TOLERANT. Siemens HAS INDEPENDENTLY DETERMINED semble the SOFTWARE, except and only to the extent that such
activity is expressly permitted by applicable law notwithstanding
HOW TO USE THE SOFTWARE IN THE DEVICE,AND MS HAS this limitation.
RELIED UPON Siemens TO CONDUCT SUFFICIENT TESTING imm itation.
TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR g) SOFTWARE TRANSFER ALLOWED BUT WITH RESTRICTIONS.
SUCH USE. You may permanently transfer rights under this EULA only as part
NO WARRANTIES FOR THE SOFTWARE. THE SOFTWARE Is of a permanent sale or transfer of the Device,and only if the recipi-
c)
ent agrees to this EULA. If the SOFTWARE is an upgrade, any
provided"AS IS"and with all faults. THE ENTIRE RISK AS TO transfer must also include prior versions of the SOFTWARE.
SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND h) EXPORT RESTRICTIONS. You acknowledge that SOFTWARE is
EFFORT (INCLUDING LACK OF NEGLIGENCE) IS WITH YOU.
ALSO, THERE IS NO WARRANTY AGAINST INTERFERENCE of US-origin. You agree to comply with all applicable international
WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST and national laws that apply to the SOFTWARE,including the U.S.
INFRINGEMENT. IF YOU HAVE RECEIVED ANY WARRANTIES Export Administration Regulations, as well as end-user, end-use
REGARDING THE DEVICE OR THE SOFTWARE,THOSE WAR- and country destination restrictions issued by U.S. and other gov-
RANTIES DO NOT ORIGINATE FROM,AND ARE NOT BINDING ernments. For additional information on exporting the SOFT-
WARE,see htto://www.microsoft.com/exporting/.
ON,MS.
d) Note on Java support. The SOFTWARE may contain support for
programs written in Java. Java technology is not fault tolerant and
is not designed, manufactured,or intended for use or resale as on-
Z1071 Rev. 15(10/01) Page 5 of 5
SIEMENS
Siemens Hicom 300 H, Hicom 300 E CS, CBX and Desktop Products
Supplemental Terms Exhibit
Exhibit No.:SDST
The supplemental terms set forth in this Exhibit apply to Siemens®Hicom®300 H Product including desktop Products; Siemens Hicom 300 E Com-
munications Server(CS) Product including desktop Products; Siemens 9751 Computerized Branch Exchange(CBX)Product including desktop Prod-
ucts;Siemens HiPathTM HG 3800 Product; Siemens Hicom Domain Management System (HDMS)Product;Siemens Hicom Trading System Product;
Siemens Hicom Xpressl" Telephony Internet Server(TIS)Product including TIS Software(CorNet®TIS Product); Siemens Optiset®E Fundamentals
Computer Based Training(CBT)Software;Siemens HiPath Teleworking Server Product including,if applicable,the Siemens HiPath DeskSharing Soft-
ware feature; Siemens HiPath Teleworking Software including, in applicable, Siemens HiPath DeskSharing Software feature for Customer-provided
server equipment (HiPath Teleworking Software); Siemens HiPath Teleworking Client application Package for Optiset Product; Siemens HiPath Tele-
working Client application Package for Analog Phones Software,Telident Station Translation System(STS)Product;and IntegraTRAK Product,that the
Customer(you)has ordered from Siemens Enterprise Networks LLC(Siemens)in an Ordering Document that references this Exhibit.Certain Software
is designated by Siemens as a Program and is governed by the licensing terms set forth in Section 6 herein.The term"Services"means installation,
warranty,maintenance support,professional, integration,or other services provided to you. Except as modified by the following supplemental terms,the
provisions in the Agreement for Products and Services (APS)or other agreement,whichever is applicable (Agreement), referenced in such Ordering
Document,remain in full force and effect.
1. CONDITIONS FOR SERVICES schedule. Siemens will notify you in writing of the actual Cutover Date of
Subsequent to Siemens' acceptance of the Ordering Document, Sie- the Product. The "Cutover Date" means the date on which Siemens in-
mens will provide you with documentation that will describe your and stalls the original Product at the Premises in accordance with Siemens'
Siemens' implementation responsibilities. Your obligations set forth published functional specifications (Specifications). Minor omissions or
therein must be performed on or before the dates mutually agreed to in an variances in the performance of the Product(s)will not delay the Cutover
installation schedule or similar document(installation schedule),and be in Date.
compliance with all applicable statutes, laws and regulations.You are re- This Section 3 does not apply to MAC Products.
sponsible for any rigging charges. The following additional terms apply to the Siemens HiPath Tele-
You will provide Siemens full,free and safe access to your Premises working Client (Optiset) Product and Siemens Teleworking Client
and the Product(s)so that Siemens can perform its obligations under the (Analog)Software:
referenced Agreement. If either party becomes aware of asbestos, haz- Siemens will install the original Client Optiset Product and Client Ana-
ardous materials or concealed conditions on your Premises, such party log Software on a personal computer provided by you in accordance with
agrees to notify the other party promptly, and you will be responsible for the Product's Specifications;however,you will be responsible for installing
correcting all such conditions. The existence of any such condition may the Product and Software on each of your teleworker's personal com-
adversely affect your costs and the timeliness of delivery of the Product(s) puters.
and other Services.
During the implementation phase of the original Product and, if appli- 4. ACCEPTANCE
cable, subsequent MAC Products, Siemens will provide Product configu- The Product will be accepted by you 30 days after the Cutover Date,
ration information to you for your review and written approval.At that time, unless you notify Siemens in writing within such period and specify in
you will verify that such configuration meets your security requirements what respect the Product does not conform to its Specifications.Siemens
with regard to risks of intrusion and unauthorized use after the Product's will promptly correct such nonconformity to your reasonable satisfaction.
Cutover/Installation Date. SIEMENS WILL NOT BE LIABLE TO YOU The Product will then be deemed accepted by you.
FOR ANY COSTS, INCLUDING LONG DISTANCE OR NETWORKING This Section 4 does not apply to MAC Products.
CHARGES, RESULTING FROM THE USE OF THE PRODUCT(S) BY 5. WARRANTY
YOU, YOUR EMPLOYEES OR ANY THIRD PARTY, WHETHER OR a) The following terms apply to all Products described above ex-
NOT YOU AUTHORIZE SUCH USE. cept the Siemens HiPath Teleworking Software and Siemens
2. INSTALLATION CHANGE ORDER CorNet TIS Product:
Any change(s) to the original Product configuration on a Schedule A The warranty period for the Product commences on its Cutover Date
will be recorded on an Installation Change Order(ICO)signed by you and and continues for one year.The warranty period for a MAC Product com-
Siemens.Such change(s)will be based upon your review and acceptance mences on its Installation Date and continues for the remainder,if any,of
of the revised Product configuration information provided to you by Sie- the aforementioned warranty period,unless a different duration is set forth
mens on or before the date set forth in the installation schedule.The Pur- herein or another Siemens Ordering Document.The following MAC Prod-
chase Price for additions and/or changes on such ICO will be at Siemens' ucts receive a stand-alone one-year warranty period:
then-current list prices, less a discount percentage, if any, to be deter- a) Additional equipped ports and attached new station Products in-
mined by Siemens.Deletions,if any,will be credited at the prices at which stalled with an added cabinet in a Hicom 300 H, Hicom 300 E CS
you originally ordered such items. However, any site-specific or miscella- or 9751 CBX Product;
neous materials requested by you may not be deleted. Any further b) Any cabinets installed to replace one or more existing cabinets
changes will be processed as MAC Work Orders priced at Siemens'then- within a Hicom 300 H,Hicom 300 E CS or 9751 CBX Product;
current MAC list prices. c) Telident 911 STS Product;
In the event an ICO is not required as a result of your review and ac- d) Siemens BusinessView®for Telemanagement;
ceptance of the Product configuration information provided to you by Sie- e) Siemens Optiset E Fundamentals CBT Software;
mens, any changes thereafter will be processed as MAC Work Orders f) Siemens Hicom Domain Management System Product;or
priced at Siemens'then current MAC list prices. g) IntegraTRAK Product.
Siemens warrants that during the warranty period, the Product will
3. CUTOVER DATE substantially conform to its Specifications. During the warranty period,
Siemens will make reasonable efforts to meet the intended Cutover upon notification from you that any nonconformity exists, as long as the
Date specified in the Ordering Document. In addition, such intended Cut- nonconformity is not caused by any of the circumstances described be-
over Date and any revisions thereto will be recorded on the installation low,Siemens will have the option to repair or replace the nonconformity in
Siemens,CorNet,Hicom and Optiset are registered trademarks of Siemens AG.
HiPath is a trademark of Siemens AG.
BusinessView and SmartServe are registered trademarks of Siemens ICN.
Hicom Xpress is a trademark of Siemens ICN.
All other trademarks used herein are the property of their respective owners.
Z1075 Rev. 11 (10/01) Page 1 of 4
accordance with the Warranty Services as described in the SmartServe® f) Normal wear and tear of disposable items;
Support Services Plan(Plan). Provided that the original Product is within g) Services requested outside of the Plan, on-site, or on an expe-
its warranty period, Siemens will provide Warranty Services for MAC dited basis;or
Products in accordance with the Warranty Services in the Plan. If the h) Any cause other than your ordinary and proper use of the Soft-
original Product's warranty period has expired and you have elected Sie- ware and media.
mens to perform Maintenance Support Services under the Plan, Siemens Siemens does not warrant that the operation of the Software or media
will provide Warranty Services for the MAC Products in accordance with will be uninterrupted or error free.
the Maintenance Support Services selected by you under the Plan for the THE WARRANTY SET FORTH HEREIN IS SIEMENS' SOLE WAR-
original Product. Each replacement Part is either a new part or a service- RANTY TO YOU, AND REPLACES ALL OTHER WARRANTIES, EX-
able used part.All replaced parts become Siemens'property. PRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED
If, in Siemens'sole discretion, it is unable to repair or replace the non- TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT-
conforming part(s) of the Product so that it operates as warranted, Sie- NESS FOR A PARTICULAR PURPOSE.
mens may, at its option, issue a refund for the actual dollar amount(s) c) The following terms apply to the Siemens CorNet TIS Product:
paid for the part(s)that is nonconforming, upon Siemens' receipt of such t) eTIS Software and Media:
part(s). Siemens warrants that for a period of one year after the Cutover Date
You will be billed at Siemens' then-current hourly time and material• or, if applicable, the Installation Date, the original TIS Software will sub-
rates for Services performed by Siemens due to any of the following cir- stantially conform to the specifications set forth in the Product's published
cumstances: functional specifications (Specifications), and the original media will be
a) Your failure to follow Siemens' and/or the manufacturer's installa- free from defects in material and workmanship. In addition,Siemens war-
tion,maintenance or operation instructions for the Product; rants that any additional TIS Software will receive the balance of the origi-
b) Theft,strikes,riots,vandalism,malicious or criminal acts(including nal TIS Software's warranty period, if any, and any additional media will
but not limited to, worms, Trojan horse or viruses), acts of war, receive the balance of the original media's warranty period,if any.
lightning,water,fire and other perils; Upon notification from you within this warranty period that the TIS
c) Work performed by persons other than Siemens personnel or with- Software does not substantially conform to its Specifications, or that the
out Siemens supervision; media is defective,as long as the nonconformity or defective media is not
d) Shock, corrosive atmosphere, electrical damage, accident, air caused by any of the circumstances described below, Siemens will have
conditioning or humidity control failure; the option to repair or replace such Software so that it substantially meets
e) Service calls necessitated by products not serviced by Siemens; its Specifications, or repair or replace such defective media with non-
f) Normal wear and tear of disposable items such as magnetic tapes, defective media, in accordance with the Warranty Services as described
wet cell batteries and other such operating media;
g) Services requested outside of the Plan, or on an expedited basis; in the SmartServe Support Services Plan(Plan).
2) Equipment:
or
h) Any cause other than your ordinary and proper use of the Product. Siemens warrants that for a period of one year after the Cutover Date
Siemens does not warrant that the operation of the Product will be un- or, if applicable,the Installation Date,the original equipment will substan-
interrupted or error free. tially conform to the specifications set forth in the Product's published
THE WARRANTY SET FORTH HEREIN IS SIEMENS' SOLE functional specifications (Specifications). In addition, Siemens warrants
WARRANTY TO YOU, AND REPLACES ALL OTHER WARRANTIES, that any additional equipment purchased by you for the same Premises
EXPRESS,STATUTORY OR IMPLIED,INCLUDING BUT NOT LIMITED will receive the balance of the original equipment's warranty period,if any.
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT- Upon notification from you within the warranty period that the equip-
ment NESS FOR A PARTICULAR PURPOSE. does not substantially conform to its Specifications, as long as the
nonconformity is not caused by any of the circumstances described be-
b) The following terms apply to the Siemens HiPath Teleworking low, Siemens will have the option to repair or replace the equipment so
Software: that it substantially meets its Specifications in accordance with the War-
Siemens warrants that for a period of 90 days after the Cutover Date ranty Services as described in the Plan.Each replacement Part is either a
the Software will substantially conform to the specifications set forth in the new part or a serviceable used part.All replaced Parts become Siemens'
Software's published functional specifications (Specifications), and the property.
media will be free from defects in material and workmanship. In addition, 3) General:
Siemens warrants that any MAC Software will receive the balance of the If,in Siemens'sole discretion,it is unable to repair or replace the non-
original Software's warranty period, if any, and any MAC media will re- conforming part(s)or defective media within the Product so that the Prod-
ceive the balance of the original media's warranty period,if any. uct operates as warranted, Siemens may, at its option,issue a refund for
Upon notification from you within this warranty period that the Soft- the actual dollar amount(s) paid for the part(s) that is nonconforming, or
ware does not substantially conform to its Specifications,or that the me- the media that is defective, upon Siemens'receipt of such part(s)or me-
dia is defective, as long as the nonconformity or defective media is not dia.
caused by any of the circumstances described below, Siemens will have You will be billed at Siemens'then-current time and materials rates for
the option to repair or replace such Software so that it substantially meets Services performed by Siemens due to any of the following circum-
its Specifications, or repair or replace such defective media with non- stances:
defective media, in accordance with the Warranty Services as described a) Your failure to follow Siemens and/or the manufacturers installa-
in the SmartServe Support Services Plan(Plan). tion,maintenance or operation instructions for the Product;
If, in Siemens'sole discretion,it is unable to repair or replace the non- b) Theft, strikes, riots, vandalism, malicious or criminal acts(including
conforming part(s)of the Software so that it operates as warranted, Sie- but not limited to, worms, Trojan horse or viruses), acts of war,
mens may, at its option, issue a refund for the actual dollar amount(s) lightning,water,fire and other perils;
paid for the part(s)that is nonconforming, upon Siemens'receipt of such c) Work performed by persons other than Siemens personnel or with-
part(s). out Siemens'supervision;
You will be billed at Siemens'then-current time and materials rates for d) Shock, corrosive atmosphere, electrical damage, accident, air
Services performed by Siemens due to any of the following circum- conditioning or humidity control failure;
stances: e) Service calls necessitated by products not serviced by Siemens;
a) Your failure to follow Siemens and/or the manufacturer's installa- f) Normal wear and tear of disposable items;
lion, maintenance or operation instructions for the Software and g) Services requested outside of the Plan,or on an expedited basis;or
media; h) Any cause other than your ordinary and proper use of the Product.
b) Theft, strikes, riots,vandalism, malicious or criminal acts(includ- Siemens does not warrant that the operation of the Product will be un-
ing but not limited to, worms, Trojan horse or viruses), acts of interrupted or error free.
war,lightning,water,fire and other perils; THE WARRANTY SET FORTH HEREIN IS SIEMENS' SOLE WAR-
c) Work performed by persons other than Siemens personnel or RANTY TO YOU, AND REPLACES ALL OTHER WARRANTIES, EX-
without Siemens'supervision; PRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED
d) Shock, corrosive atmosphere, electrical damage, accident, air TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT-
conditioning or humidity control failure; NESS FOR A PARTICULAR PURPOSE.
e) Service calls necessitated by products not serviced by Siemens;
Z1075 Rev. 11 (10/01) Page 2 of 4
6. SOFTWARE LICENSE lowing third-party Software: Microsoft TAPI 2.1 Software,which is
Siemens owns, or has licensed from the owner, the Software. Sie- subject to the electronic End User License Agreement in the TAPI
mens grants you a non-exclusive license in the United States and Puerto 2.1 Software; and Adobe Acrobat Reader Software,which is sub-
Rico to use those features of the Software authorized by Siemens (a)in ject to the electronic End User License Agreement in the Adobe
the Product in which it is initially installed,and(b)only for so long as you Acrobat Reader Software, which you authorized Siemens to ac-
are using the Product within your Enterprise. Siemens will provide one cept on your behalf.
copy of the Software, including documentation, with the initial installation d) The Siemens HiPath Teleworking Server Software contains the
of the Product. Except for the CorNet TIS Product, you may make one following third-party Microsoft, Adobe and Symantec Software:
backup copy of the Software,which is subject to the terms of this Agree- Microsoft Windows NT Server 4.0 Software is subject to the Mi-
ment and which must include the copyright notice(s)and any legend(s). crosoft End User License Agreement, which is attached hereto
Siemens will provide you with a restoration copy of the TIS Software at and incorporated herein by reference as Attachment A.By signing
the time of its installation. You will receive up to three copies of the Sie- the Ordering Document,which references this Exhibit,you are ac-
mens Optiset E Fundamentals CBT Software; however,you may use the cepting the terms of the Microsoft End User License Agreement.
Software on only 100 machines at any one time. You will receive one Adobe Acrobat Reader Software is subject to the electronic End
copy of the Siemens HiPath Teleworker Client Software; however, you User License Agreement in the Adobe Acrobat Reader Software,
may only use the Software as authorized by Siemens in the Ordering which you authorized Siemens to accept on your behalf.Siemens
Document. All copies of the Software remain the property of Siemens or or its licensor retains all rights, title and interest to the Symantec
the owner. pcAnywhere Software and no Software license is granted to you
You will not modify, reverse engineer, de-compile, disassemble, or hereunder. Such Software is an integral part of Siemens HiPath
derive source code from the Software. You also agree not to sublicense, Teleworking Server Software and is for Siemens'use only.
rent, lease or assign any Software. No title,ownership or other interest in T PATENTS AND COPYRIGHTS
the Software is transferred to you, except as expressly stated in this Sec-
tion. The following terms apply to all Products under this Exhibit ex-
Unless Siemens specifies otherwise, any modifications to, or new re- eluding the Siemens CorNet TIS Product,Telident STS Product and
leases or versions of, the Software will be provided subject to this Agree- IntegraTrak Product:
ment at applicable charges. This Section sets forth Siemens' entire obligation to you regarding
Siemens will grant a license to the party to whom you transfer posses- claims of patent or copyright infringement.
sion of the Software pursuant to the terms of the Siemens Software Li- If a third party claims that a Product provided hereunder that is manu-
cense Agreement, which will be available upon request at the time you factured by Siemens or bears the Siemens logo infringes a United States
transfer the Software. Transfer of the Software or destruction of all your patent or copyright, Siemens will defend you against that claim at Sie-
copies of the Software terminates your license from Siemens. mens' expense. Siemens will pay all costs,damages and attorneys'fees
This Section does not apply to third-party Software supplied by Sie- that a court finally awards,provided that you:
mens that is distributed with a vendor's license agreement in its Software, a) Give Siemens prompt written notice of any such claim;
packaging or documentation, notwithstanding the fact that such Software b) Allow Siemens to control the defense and any related settlement
is included in a Product: negotiations;and
a) The Siemens Hicom Trading System Software contains the follow- c) Fully cooperate with Siemens.
ing third-party Software: Microsoft Windows 3.11 or later version If such a claim is made or appears likely to be made, you agree to
Software, Microsoft DOS 6.22 or later version Software, and Mi- permit Siemens to enable you to continue to use the Product or to modify
crosoft Products Carbon Copy for Windows Software, which is or replace it. If none of these alternatives is available on terms that are
subject to the respective Software license agreement enclosed reasonable in Siemens' judgment, you agree to retum the Product to
with each Software packaging or documentation. Siemens upon Siemens' written request. Siemens will then give you a
b) The Siemens CorNet TIS Software contains the following third- credit equal to your net book value for the Product provided you have fol-
party Microsoft, Netscape, Natural MicroSystems and Symantec lowed generally accepted accounting principles.
Software:Microsoft Windows NT Server 4.0 Software is subject to Siemens will have no obligation regarding any claim of infringement
the Microsoft End User License Agreement, which is attached based upon a Product that is:
hereto and incorporated herein by reference as Attachment A. By a) Not manufactured by Siemens or does not bear the Siemens logo;
signing the Ordering Document,which references this Exhibit,you b) Modified by someone other than Siemens;
are accepting the terms of the Microsoft End User License c) Combined, operated or used with any product, data, apparatus,
Agreement. Netscape Browser Software is subject to the elec- software or program not provided by Siemens;or
tronic Netscape Software License Agreement in that Software, d) Outside the United States or Puerto Rico.
which you authorized Siemens to accept on your behalf. Natural Notwithstanding anything to the contrary in this Section, Siemens of-
MicroSystems Codec Software is subject to the Natural MicroSys- fers no patent and copyright indemnification for: Microsoft Windows 3.11
tems Program License Agreement enclosed in the CorNet TIS or later version Software, Microsoft DOS 6.22 or later version Software,
Product's packaging. Siemens or its licensor retains all rights,title and Microsoft Products Carbon Copy for Windows Software within the
and interest to the Symantec pcAnywhere Software and no Soft- Siemens Hicom Trading System Software; Microsoft TAPI 2.1 Software
ware license is granted to you hereunder. Such Symantec pcAny- and Adobe Acrobat Reader Software within the Siemens HiPath Tele-
where Software is an integral part of Siemens CorNet TIS Soft- working Client Software;and Microsoft Windows NT Server 4.0 Software,
ware and is for Siemens'use only. Adobe Acrobat Reader Software and Symantec pcAnywhere Software
c) The Siemens HiPath Teleworking Client Software contains the fol- within the Siemens HiPath Teleworking Server Software.
Z1075 Rev.11 (10/01) Page 3 of 4
ATTACHMENT A - Microsoft End User License Agreement
You have acquired a device ("DEVICE") that includes software li- online control equipment in hazardous environments requiring fail-
censed by Siemens from Microsoft Licensing Inc. or its affiliates ("MS"). safe performance,such as in the operation of nuclear facilities,air-
Those installed software products of MS origin,as well as associated me- craft navigation or communication systems,air traffic control,direct
dia, printed materials, and "online" or electronic documentation ("SOFT- life support machines,or weapons systems,in which the failure of
WARE")are protected by international intellectual property laws and trea- Java technology could lead directly to death,personal injury,or se-
ties. The SOFTWARE is licensed,not sold. All rights reserved. vere physical or environmental damage. Sun Microsystems, Inc.
has contractually obligated MS to make this disclaimer.
IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREE- e) No Liability for Certain Damages. EXCEPT AS PROHIBITED
MENT ("EULA"), DO NOT USE THE DEVICE OR COPY THE SOFT- BY LAW, MS SHALL HAVE NO LIABILITY FOR ANY INDIRECT,
WARE. INSTEAD, PROMPTLY CONTACT Siemens FOR INSTRUC- SPECIAL,CONSEQUENTIAL OR INCIDENTAL DAMAGES ARIS-
TIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. ING FROM OR IN CONNECTION WITH THE USE OR PER-
ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO FORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL
USE ON THE DEVICE, WILL CONSTITUTE YOUR AGREEMENT TO FORMAPPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL
THIS EULA(OR RATIFICATION OF ANY PREVIOUS CONSENT). PURPOSE. IN NO EVENT SHALL MS BE LIABLE FOR ANY
GRANT OF SOFTWARE LICENSE. This EULA grants you the follow- AMOUNT IN EXCESS OF U.S. TWO HUNDRED FIFTY DOL-
ing license: LARS(U.S.$250.00).
a) You may use the SOFTWARE only on the DEVICE. f) Limitations on Reverse Engineering, Decompllation, and Dis-
assembly. You may not reverse engineer, decompile, or disas-
semble the SOFTWARE, except and only to the extent that such
TOLERANT. Siemens HAS INDEPENDENTLY DETERMINED activity is expressly permitted by applicable law notwithstandin
HOW TO USE THE SOFTWARE IN THE DEVICE,AND MS HAS this limitation. g
RELIED UPON Siemens TO CONDUCT SUFFICIENT TESTING
TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR g) SOFTWARE TRANSFER ALLOWED BUT WITH RESTRICTIONS.
SUCH USE. You may permanently transfer rights under this EULA only as part
NO WARRANTIES FOR THE SOFTWARE. THE SOFTWARE is of a permanent sale or transfer of the Device,and only if the recipi-
c) provided"AS IS"and with all faults. THE ENTIRE RISK AS TO oat saer must also s includeEULA. i the SOFTWARE is T ARE. any
SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND transfer prior versions of the SOFTWARE.
EFFORT (INCLUDING LACK OF NEGLIGENCE) IS WITH YOU. h) EXPORT RESTRICTIONS. You acknowledge that SOFTWARE is
ALSO, THERE IS NO WARRANTY AGAINST INTERFERENCE of US-origin. You agree to comply with all applicable international
WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST and national laws that apply to the SOFTWARE,including the U.S.
INFRINGEMENT. IF YOU HAVE RECEIVED ANY WARRANTIES Export Administration Regulations, as well as end-user, end-use
REGARDING THE DEVICE OR THE SOFTWARE,THOSE WAR- and country destination restrictions issued by U.S. and other gov-
PANTIES DO NOT ORIGINATE FROM,AND ARE NOT BINDING ernments. For additional information on exporting the SOFT-
ON, MS. WARE,see htte://wvaw.microsoft.com/exportinn/.
d) Note on Java support. The SOFTWARE may contain support for
programs written in Java. Java technology is not fault tolerant and
is not designed, manufactured,or intended for use or resale as on-
Z1075 Rev. 11 (9/01) Page 4 of 4
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