Standard Support Contract Terms 

1. General.  This agreement (this “Service Contract”) is made and entered into by and between POS America, Inc. t/a Advanced Hospitality Systems (the “Company”) and the “Customer” for the provision of services related to the Hardware and System sold to the Customer.
2. Services.  During the term of this Contract, and in exchange for Customer’s payment of the agreed to fee, the Company shall provide the Customer with the following services.
3. Customer Support.  Telephone, Remote Access, Email, On Site or Depot service as indicated on the contract.  Reasonable telephone and email support shall be available only to those employees of the Customer who have been trained and certified by the Company in the use of the System.
4. Software Improvements. The Company may provide, at the company’s sole discretion, updates and releases relating to the System that the customer is licensed to receive.  Any such updates and releases shall become part of the System and shall be maintained in accordance with this Service Contract.
5. Service Limitations.  The Customer agrees to follow the operational procedures recommended by the Company, including procedures for routine maintenance.  The Company shall have no obligation to support the System under the following circumstances.
   1. Neglect, misuse, abuse, accidents, or the failure to perform routine operational procedures
   2. Systems that have been substantially altered by parties other than Company.
   3. Improper or inadequate adjustment, calibration or operation of the System
   4. Modifications made to the System without prior written approval of the Company, including but not limited to installation of software, hardware or peripherals to the system
   5. Failure or fluctuation of electrical power, lightning or static, fire, water spill, flooding, chemical spill, earthquake, military or civil disturbance or acts of God.
   6. The use of media, supplies or other products not supplied or approved by the Company
   7. Problems or failures of the system due to the use of any equipment, software or peripherals which are not part of the System or provided by the Company, including but not limited to phone lines, data lines, or third party software
   8. Actual programming of the system parameters including, but not limited to adding items, price specials, events, menu changes, etc. Questions relating to programming issues are covered.
6. Non Covered Equipment. The System, and any and all other software, products, peripherals or any parts or subassemblies of the foregoing that are not provided by the Company shall be deemed “Non-Covered Equipment.”  The Company shall have no obligations with respect to Non-Covered Equipment; moreover, and notwithstanding anything herein to the contrary, the Company shall have no obligation to provide Services in connection with any System
   1. That does not incorporate all of the Company’s mandatory improvements or fixes that the Company requests the Customer implement
   2. That incorporates Non-Approved or Non Compatible Equipment or Software
   3. That is not fully and properly protected against power fluctuations and surges as recommended by the Company
   4. That has been operated in conditions outside the Company’s specifications or its design specifications.
   5. That has been repaired or maintained by anyone other than the Company
   6. That has any computer virus, Trojan horse or back door programs or similar types of programs or has been altered or  damaged by any such programs
   7. Network wiring ends are covered by this contract. Network wiring is specifically excluded from this contract.

The company may elect, at its discretion, to provide support but all support shall be billable at the company’s then current rates.

1. Credit Card Processing.  It is the customer’s responsibility to verify that credit card batches have settled and that the End of Day process has run on a DAILY basis. Problems arising from credit card processing including, but not limited to, credit card batches that have not settled or any losses or liabilities related to credit card transactions are not covered by this contract and work performed by the Company to correct credit card issues is billable. All issues with credit cards must be reported to the Company within 48 hours of the event.
2. Virus Protection.  It is the customer’s responsibility to assure that virus protection software is up to date and has the most current definitions available directly from the manufacturer.  This generally requires the customer to maintain a software subscription with the software manufacturer and download and install updates.  This is a best practice.  No software can guarantee 100% protection.  This contract does not cover services required because of viruses, spy ware, ad ware, worms or any similar programs.
3. Obsolete Products.  Software, Hardware and equipment that is no longer offered for sale or license by the Company shall be deemed “Obsolete Items.”  Obsolete Items will be maintained and repaired on a reasonable efforts basis by the Company.  If the Company determines, at its sole and absolute discretion, that support and service of such Obsolete Items is no longer reasonable, the Company shall notify the Customer of such determination and such Obsolete Items shall be deemed not to be part of the System or available for the Covered Services.
4. Trained Management.  Customer agrees to have all Key Management personnel who use the system or are responsible for supervising others who use of the System trained and certified by the Company.  Trained, Certified Management personnel shall be employed at all times.  In the event that Customer no longer has trained, certified personnel, then Customer must have additional personnel trained and certified by the Company within fifteen business days of notice.  Training is a Billable Service. 
5. Backup Procedures.  It is the responsibility of the Customer to implement and assure that backup procedures are followed and verify that backups are successful on a daily basis.  The Company shall have no responsibility or liability for data lost due to failure of the Customer to follow recommended backup procedures including, but no limited to, assuring there is adequate space on the backup media.
6. Billable Services.  All services performed by the Company for the Customer which are not Covered Services (the “Billable Services”) shall be billable to and paid by the Customer at the Company’s then current fee schedule, including all labor, travel charges, and parts.  Services provided under this Service Contract shall be provided at the time and place deemed most suitable by the Company.
7. Limited Warranty.  The Company warrants that it will render the services hereunder in a good and workmanlike manner.  As the Company’s sole responsibility and the Customers exclusive remedy in the event of any material failure to meet such standard, the Company shall make a reasonable effort to remedy and resulting discrepancies.  Any claim based on the foregoing warranty must be submitted in writing in accordance with the Company’s standard procedures within thirty days after delivery or the date of the required delivery of the pertinent services at issue.  EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE COVERED SERVICES.  THE COMPANY SPECFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability.  The total liability of the Company (including its employees, agents, subcontractors and suppliers) for all claims, whether in contract, tort (including negligence, product liability and strict liability), or otherwise, arising out of, connected with, or resulting from any performance or on performance hereunder shall not exceed the lesser of the total fees paid by they Customer to the Company allocable to the services that give rise to the claim, or the cost of this contract.  In no event shall the Company be liable for any incidental, consequential, indirect, or special damages (including, without limitation, damages for loss of revenue, cost of capital, claims of customers for service interruptions or failure to supply, and costs and expenses incurred in connection with labor, overhead, transportation, installation, or removal of equipment or programming or substitute facilities or supply sources), even if the company has been advised of the possibility of such damages.
9. Term.  The term of this Service Agreement shall commence on the date that the Company receives the agreed upon payment and shall continue as specified in this Service Contract.
10. Suspension and Termination. The Company may suspend or terminate this Service Contract, or refuse to provide service, at its sole and absolute discretion upon occurrence of any of the following events:
    1. The Customer, or any other site owned or operated by the customer, defaults in the performance of any material requirement or obligation created by this Service Contract or any other Agreements between the Company and the Customer
    2. The Customer, or any other site owned or operated by the customer, fails to make any payments due to the Company within time period defined by the terms of said invoice
    3. Customer ceases doing business,
    4. No Termination or Suspension of this Service Contract shall release the Customer from any obligations to pay the Company any amount that has accrued or becomes payable at or prior to the date of termination or suspension.  In no event (including early termination) shall the company be obligated to return any payments received by the Company hereunder.
11. Conversion.  The Company may convert this Service Contract to an Hourly Block Support Contract at its sole and absolute discretion if the Customer fails to have trained, Company certified Management Staff available after notification.  The value of the Hourly Block Support Contract shall be determined by the remaining value of the Service Contract divided by the Company’s then current hourly rate for block support.
12. Delays.   The time within which the Company obligations are required to be fulfilled hereunder will be extended for a period of time lost by reason of any delay arising directly or indirectly from causes beyond the Company’s reasonable control, including without limitation, acts of God, unforeseeable circumstances, acts or omissions of any governmental authority, war, riot, revolution, fires, floods, earthquakes, strikes, labor disputes, sabotage, epidemics, failure to obtain timely instructions or information from the Customer, or necessary and proper labor, materials, components, facilities or transportation.
13. Notices.  Any notice to a party required or permitted hereunder shall be sufficiently given only when provided in writing, and either personally delivered, faxed to a fax number provided by the party, or sent via certified or registered mail to the party’s address.  The Customer shall give the Company prompt notice of any address change.
14. Amendments or Revisions.  These terms may be amended or revised by the Company at any time with proper notice to customer.  The current terms are available at www.advancedhospitality.com/terms.
15. Finance Charge is computed at the rate of 1.50% per month on all balances 30 days past due which is an ANNUAL PERCENTAGE RATE of 18%.  FINANCE CHARGES are applied to the previous balance after deducting current payments and/or credits.  All invoices referred for collection will be subject to costs of collection and reasonable attorney’s fees.  The Customer irrevocably submits to the jurisdiction of the Camden County, New Jersey Superior Court in the event the Company decides to institute suit to recover the balance due from the Customer.
16. Acceptance.By accepting service from the Company the Customer explicitly accepts the terms of this contract.
17. Miscellaneous
    1. Failure of the Company to enforce any right under this Service Contract shall not at any time constitute a waiver of such right or any other right, and shall not modify the rights or obligations of the any party under this Service Contract.
    2. The invalidity of enforceability of any provision of this Service Contract shall not affect the validity of any other provisions, the remaining provisions being deemed to continue in full force and effect.
    3. This Service Contract shall be governed by and construed under the laws of the State of New Jersey, regardless of its or any other jurisdiction’s choice of law principals and each party submits to the jurisdiction of the federal and state courts with Jurisdiction over Camden County, New Jersey.
    4. Each party shall act solely as an independent contractor with respect to the other party, and nothing in this Service Contract shall be construed to give either party the power or authority to act for, bind or commit the other party.
    5. This Service Contract is the entire agreement of the parties and supersedes all prior agreements and communications, whether oral or in writing, between the parties with respect to the subject matter hereof.  No amendment or modification of this Service Contract shall be effective unless made in writing and signed by the Company.  Accordingly, no sales person or field representative of the Company shall be authorized to act or make any commitment for the Company.