The Client Care Agreement is an elective support service, which is offered to existing clients that have been users of the software and seek a service agreement at a fixed price point and includes:
- Software maintenance to the existing version level of currently licensed software products listed on the invoice, unless invoiced separately
- Provide 800-number for basic helpdesk support relative to the currently licensed software products version level in their original or maintained form
- Product enhancements provided, as they become available to the existing version level of the currently licensed software products
- Software program operation and documentation materials will be made available to the Client for all of the software products that are currently licensed
- Payroll tax table updates
Specifically excluded are support needs related to the following:
- Enhancements or modifications to the software programs at the request of the user; such work would be considered a chargeable service
- Support to new software products that are not currently licensed or implemented in a production environment by the client
- Data restoration
- New hardware or network configuration
- Unsupported or sunsetted operating systems, hardware or network configuration
- Modification of existing server due to network changes
- Maintenance of existing server
- New operating systems versions
- New database or database management system versions
- Correction of problems associated with operator error or negligence
- Correction of corrupted data caused by other systems not covered by this Agreement
- Conversion costs to new version releases
- Training by phone for new or existing employees
- Year End processing assistance of W-2s, 1099s and Affordable Care Act
Software Maintenance to the Software Products
All maintenance and update releases that are made available to the current software products for the existing version level in use will be applied as part of this Agreement. These updates may be applied either via telephone or and on site visit depending on the configuration and setup of the system.
If on-site assistance is required, we will perform these services on an as-needed basis and the cost of these services will be invoiced to the Client at our current standard hourly rate. The invoice will reflect only time spent on the engagement and will include reimbursement for any mileage and out-of-pocket expenses that we incur as a result of the engagement. A travel charge or a portion of the travel time required may apply, however, these expenses and any significant expenses will have the prior approval of the Client.
The charge for this Agreement is based upon several factors; 1) the software modules that are installed and in use by the Client, 2) the software configuration, setup and any modifications in place at the Client site, 3) other factors such as version level, network and operating systems platform.
Zobrio is not responsible for the failure to fulfill the obligations under this Agreement due to causes beyond its control.
This Agreement is not assignable; none of the licenses referred to herein nor any of the software products or copies thereof may be sublicensed, assigned, or transferred by the Client without the prior written consent of the manufacturer and notification given to Zobrio. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this Agreement is void.
No action regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than one year after the cause of the action has occurred, except that an action for non-payment may be brought within one year after the date of the last payment.
During the term of this Agreement and for one year after the termination of this Agreement, Client agrees not to hire, solicit for hire, or recommend for hire, any Zobrio employee without the prior written consent of Zobrio. If Client hires an employee of Zobrio, Client shall immediately pay Zobrio, solely for the violation of this Section, an amount equal to one-hundred percent (100%) of such employee’s current, total, annual monetary compensation (including without limitation wages, salary, bonuses, and commissions). Client agrees that the provisions of this Section shall not preclude or limit any available actions at law or in equity, including without limitation, any form of damages or any injunctive or equitable relief, for misappropriation of trade secrets, unfair competition, breach of contract, or other cause of action arising from or out of the hiring or recruitment of Zobrio employee(s).
This Agreement will be governed, construed and interpreted according to the laws of the State of Missouri.
Your participation in the Client Care Agreement indicates your acceptance of Zobrio Standard Terms & Conditions dated September 25, 2018 located at https://zobrio.com/tc/ all of which are fully incorporated herein as if part of this Agreement.
Date: September 25, 2018