Sirius Computer Solutions, LLC. (“Sirius”) agrees to provide the customer (“Customer”) with the maintenance service(s) (“Maintenance”) listed on the applicable proposal (the “Proposal”), for the products listed on such Proposal (the “Products”), for the term stated therein (“Term”), pursuant to the following supplemental terms and conditions (“Maintenance Terms”):
1. CUSTOMER RESPONSIBILITIES. Customer will maintain environmental conditions of the Products on its site for the Term of the Maintenance as specified by the original equipment manufacturer (“OEM”). Customer shall also maintain current backups of the applicable operating system and other applicable software programs and data. Customer will contact Sirius for authorization prior to attempting repair or maintenance of the Products. Should any person other than Sirius repair, modify, or perform any maintenance service on any Products, and as a result, Sirius is required to restore the Products to good operating condition, the Customer will be invoiced separately at Sirius’s then-current standard services rates (“Rates”).
2. SIRIUS RESPONSIBILITIES. Sirius shall provide Maintenance for the Products according to the hours of coverage listed in the Proposal and agrees to repair or replace the Products in accordance with these Maintenance Terms. Sirius shall use good faith efforts to aid in the diagnosis and correction of errors in the Products. To the extent that Products cannot be repaired, Sirius shall exchange the Products for new, or reconditioned to perform as new, Products. Faulty Products shall then become Sirius property. All Maintenance is dependent upon Product availability on reasonable terms. If Products cannot be replaced or if parts are no longer available, Sirius shall work with Customer to find a mutually acceptable solution. Sirius shall not be liable for such terms and conditions or any changes thereto, including, but not limited to, product lifecycle decisions. Sirius reserves the right to subcontract any or all portions of the Maintenance.
3. EXCLUSIONS. Maintenance is limited to only those repairs that are the result of normal usage, wear, and tear. The following services are outside the scope of Maintenance provided by Sirius: (a) repair of damage caused by the Customer’s improper use, management, or supervision of the Products, including electrical power, air conditioning, or humidity control, or damage which is caused by the use of the Products for purposes other than for which they are designed; (b) maintenance or repairs based on Customer’s unauthorized attempt to repair or maintain the Products, or any changes, modifications, or alterations in or to the Products; (c) any data restoration in relation to the Products; and (d) damages caused by a Force Majeure Event. A Force Majeure Event is defined as damages caused by fire, water, explosion, transportation, acts of God, fluctuations in air conditioning or humidity control, or unusual physical, electrical, or electromagnetic stress. Maintenance services for any of the exclusions may be performed pursuant to a separate fully executed agreement.
Sirius warrants that it is an authorized reseller and support partner of the applicable OEM. Customer will have the benefit of, and hereby agrees to abide by, all applicable manufacturer warranties, indemnities, and pass-through terms and conditions. Any unscheduled on-call remedial maintenance on products other than the Products will be invoiced to the Customer based on the Rates.