1.License

1. Between Tom-Cat Solutions, LLC, located at 230 Argyle Road, Langhorne, Pennsylvania 19047.
2. and Original Owner of Tom-Cat Foot Scanner (Customer),
3. located in the continental United States and is for the Tom-Cat Scanner (the product).

2.TERM OF AGREEMENT

1. This Agreement is effective  DATE of Registration and shall remain in force for 1 year(s).  Upon expiration of the Initial Term, this Agreement may be renewed at Customer’s option by Customer giving TOM-CAT SOLUTIONS ten (10) days written notice (“Renewal Notice”) prior to the expiration of the Initial Term of Customer’s intent to renew the Agreement (“Term”) and for one (1) or  two (2) years as set forth in the Renewal Notice.

3.PAYMENT OF CHARGES

(for services not included with initial purchase)

1. Annual charges will be invoiced in advance on the first of each annual anniversary and payment is due within thirty days. The actual Annual charges will be listed in the Additional/Renewal Agreement.

4.TAXES

1. Customer agrees to pay any taxes which are required by law to be collected from Customer, exclusive however of taxes based on TOM-CAT SOLUTIONS net income.

5.MAINTENANCE SERVICE AVAILABILITY

Parts will be furnished on an exchange basis when installed by TOM-CAT SOLUTIONS service personnel and will be new parts or parts equivalent to new in performance when used in these machines.  Replaced parts become the property of TOM-CAT SOLUTIONS.  Maintenance service under the Agreement does not assure uninterrupted operation of the machines.

6.Service Warranty

1. TOM-CAT SOLUTIONS will: (i) comply with the descriptions and representations as to the Services and Performance Standards set forth in this Agreement and the applicable Hardware and Software support statement; (ii) render Services in a professional manner consistent with the standards of TOM-CAT SOLUTIONS’ industry using appropriately trained and qualified personnel, and (iii) ensure that the Services will not be in violation of any applicable law, rule or regulation, and TOM-CAT SOLUTIONS will have obtained all permits required to comply with such laws and regulations. 

7.MACHINE CHANGES

1. Changes in machine specifications, attachments or features may result in an adjustment of the specified renewal maintenance charge.

8.OTHER SERVICE

1. When the Customer request service outside the scope of this Agreement, it will be furnished at TOM-CAT SOLUTIONS' applicable time and material rates and terms then in effect.

9.ACCESS TO MACHINES

1. TOM-CAT SOLUTIONS shall have full and free access to the machines to provide service thereon. If persons other than TOM-CAT SOLUTIONS designated representatives shall perform maintenance or repair a machine and as a result further repair by TOM-CAT SOLUTIONS is required to restore the machine to good operation condition, such repairs will be made at TOM-CAT SOLUTIONS' applicable time and material rates and terms in effect.

10.ENGINEERING CHANGES-INSTALLATION AND CONTROL

All engineering changes determined as applicable by TOM-CAT SOLUTIONS will be controlled and installed at no charge to the Customer during the warranty period.

11.EXCLUSIONS

Service rendered under this Agreement does not include:

a. Electrical work external to the machines or maintenance of accessories, attachments, machines or other devices not listed in "Schedule A".

b. Repair of damage resulting from accident, transportation, neglect or misuse; failure of electrical power, air conditioning or humidity control; or causes other than ordinary use.

c. Furnishing platens, supplies or accessories; painting or furnishing material therefore; making specification changes or performing services connected with relocation of machines; or adding or removing accessories, attachments or other devices.

d. Such service which is impractical for TOM-CAT SOLUTIONS service personnel to render because of alterations in the machines or by their connection by mechanical means to another machine or device.

e. Programming and program maintenance.

f. Service calls required to restore a machine to good operation condition, if necessitated by persons other than TOM-CAT SOLUTIONS designated representatives repairing, modifying or performing any maintenance service on the machine.

g. Service in connection with installation or discontinuance of an item of equipment.

12.MISCELLANEOUS

This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. It replaces any previous Maintenance Agreement for these machines. It constitutes the entire Agreement between the Customer and TOM-CAT SOLUTIONS for the repair and maintenance of the machines. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by the Customer for the repair or maintenance of the machines. Either party may terminate this Agreement, with thirty days prior written notice, for failure of the other to comply with any of its terms and conditions.

TOM-CAT SOLUTIONS is not responsible for failure to render service due to causes beyond its control.

The Customer represents that he is the owner of the machines subject to this Agreement or if not the owner that he has the authority to enter into this Agreement.

INDEMNIFICATION: Each party agrees to defend, indemnify and hold the other and its affiliates, and their successors and assigns from all losses, liabilities, damages or expenses (including reasonable attorney’s fees), judgments, fines, penalties, claims, actions, suits or proceedings which: 1) arise due to the action of a party which in any way constitutes a breach of that party’s representations or warranties set forth in this Agreement, 2) are incurred as a result of the negligence, willful misconduct or breach of any obligation of a party under this Agreement, 3) are for personal injury or property damage incurred as a result of a Party’s or its personnel’s negligent or intentional acts under this Agreement.      

Neither Party shall be liable for lost profits or other consequential damages even if such party has been advised of the possibility of such damages.

TOM-CAT SOLUTIONS liability to the Customer for damages, from any cause whatsoever, and regardless of the form of action, whether in contract or tort including negligence, shall be limited to the greater of $250 or 12 months maintenance charges for the specific machines under this Agreement that caused the damages or that are the subject matter of or are directly related to the cause of action. Such charges shall be those in effect for the specific machines when the cause of action arose.  Notwithstanding the foregoing, this limitation shall not apply to damages, injuries or claims incurred as a result  of TOM-CAT SOLUTIONS gross negligence or willful misconduct under this Agreement, are for personal injury or property damage incurred as a result of TOM-CAT SOLUTIONS or its personnel’s negligent or intentional acts under this Agreement.

No action, regardless of form, arising out of this Agreement may be brought by either party more than two years from the date of last payment.

Accepted by:                                                                                          Accepted by:

TOM-CAT SOLUTIONS, LLC.                                                                                                                         
                                                                                                                        (Customer's Full Legal Name)

                                                                                                                                                                                                                                                                  
                     Name (Print)                                                                                                   Name (Print)

By:                                                                                                                  By:                                                                                                                                       
                   Authorized Signature                                                                                   Authorized Signature

Title:                                                                                                                Title:                                                                                                                                  

Date:                                                                                                                Date:                                                                                                                                 

Contract Number:                                                               

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