Agreement for:



CHA-International Presented To:Automated Business CenterPay-for-Use ServicesAgreement for:<Insert Property Name><Insert Date> Contact Information:<Name><Title>CHA-International<Address>Direct:Cell: Email: CHA PRODUCT ACQUISITION,INSTALLATION, SERVICE AND REVENUE SHARING AGREEMENT This Agreement is made and entered into when signed by the second party to sign it, as indicated by the dates underneath the parties’ signatures, by and between Vertical Systems Inc., a California corporation with offices at 1392 Borregas Avenue, Sunnyvale, CA 94089 (“CHA”) and _________________________________________, with offices at _________________________________________________ (“Customer”). This Agreement sets forth the terms and conditions whereby CHA shall provide its proprietary system and support services to Customer and the parties will share the revenue paid by Customer’s guests, customers clients and invitees using such Product as defined in Exhibit A.Definition of Terms: As used in this Agreement, the following capitalized bold faced terms shall have the following meanings:SOLUTION: The CHA Product comprised of HARDWARE, INDUSTRY SOFTWARE, and CHA SOFTWARE.HARDWARE: The basic computers and computer peripheral devices in the CHA Product, including PCs, monitors, printers, network equipment (e.g., routers, cables), and such other devices and materials, such as furniture, all as the Customer and CHA may agree upon.INDUSTRY SOFTWARE: The third party operating system and application software in the CHA Product, which may include a Microsoft Operating system, Microsoft Office, Adobe Acrobat, an Apple Operating System, Apple Application Software, and other industry standard applications and software selected by the Customer, in its sole discretion, from software approved by CHA for use in the CHA Product.CHA SOFTWARE: Software developed by CHA for the CHA Product, including any or all of the following: FreshStart?, Remote Monitoring Software, Billing Software, airline boarding pass software, custom user screens and custom user applications.CHA PREPAID CARDS: Specialized debit cards designed for and distributed by CHA to be used by a guest customer, client or invitee of Customer to access and pay for using a CHA Product. EFFECTIVE DATE: The date the SOLUTION is installed or five business days after the SOLUTION is shipped to the Customer, whichever occurs first. LOCATION: Establishment of Customer where the SOLUTION is installed or is to be installed.SOLUTION CONFIGURATION, PRICING AND PAYMENT: CHA will provide to Customer and Customer will acquire from CHA, the CHA Product(s)TM comprised and configured as set forth and as specifically designated on the attached Exhibit A at the Location set forth on the attached Exhibit B. Customer will pay the price for such CHA Product using the payment plan initialed by Customer as set forth on the attached Exhibit A. Payment shall be made in US Dollars by check or wire transfer as set forth and specifically designated on the attached Exhibit A. INSTALLATION AND POST-INSTALLATION RESPONSIBILITIES:Installation: The SOLUTION shall be installed by the party designated on the attached Exhibit B.CHA Support Responsibilities: 24/7 toll-free customer support3-yr warranty that the HARDWARE and the INDUSTRY SOFTWARE will perform in material respects with its documentation and the CHA SOFTWARE will perform in accordance with its specifications and documentation unless any such failure is due to abuse, misuse or casualty for which Customer shall be responsible Software updates provided, in the case of INDSTRY SOFTWARE, by the licensor without chargeRemote management (basic monitoring and supplying updates of the CHA SOFTWARE) of the SOLUTIONRemote management (determining when replacements are needed) of the toners (networked printers only)Customer’s Responsibilities: Customer will provide CHA with the following during the installation and post installation periods, as applicable:Complimentary room for two nights as necessary for CHA installers to stay in during installation.High-speed Internet connection (DSL Line or equivalent) with one Static Public IP address (part of installation)One telephone line for tech support and one for fax (telephone line for fax required only if this service is provided)On-site administrative support including consumables, such as, printer paper, toner cartridges, and general office suppliesBasic troubleshooting assistance to CHA’s remote support staff.? Customer shall also be responsible for basic removal and replacement of defective equipment.Security of SOLUTION: In case of damaged-from any cause-or lost or stolen HARDWARE, Customer will pay for the replacement units.DELIVERY AND ACCEPTANCE: CHA shall ship the HARDWARE to any Location within the 48 contiguous United States by standard ground methods at no charge in addition to the quoted price. All Customer requests for expedited shipments will be honored if possible by CHA, but Customer will pay all freight charges for expedited shipment. Freight charges for shipments outside the 48 contiguous US will be paid for by the Customer. For international shipments, CHA will deliver goods to the nearest port of entry. Customer shall be responsible for storage, clearance, duties, taxes and transportation of the goods from port of entry to Customer’s location. Post-installation shipment costs for equipment, parts or accessories, shall be deemed part of normal operating expense, and will be deducted from Gross Revenues. Delivery of both the INDUSTRY SOFTWARE and the CHA SOFTWARE may be made by CHA (at its election) (a) by providing a physical copy of the SOFTWARE (e.g., on optical media), (b) electronically over the Internet or via remote telecommunications, or (c) through such other method(s) agreed upon by the parties. Delivery of the SOLUTION acquired by Customer pursuant to this Agreement shall be effected as soon as is reasonably possible after the execution of this Agreement. Title to the HARDWARE AND INDUSTRY SOFTWARE will pass to the Customer at the time of final payment of the purchase price for the HARDWARE AND INDUSTRY SOFTWARE and remain with CHA until then. Customer shall notify CHA, within five business days after installation, of any defects or material of failure to operate of the SOLUTION, and CHA shall use reasonable efforts to remedy the same. If no defect or failure to operate is noted during the five business days following installation or any remedy of any defect or operation, Customer shall be deemed to have accepted the SOLUTION. LICENSE:CHA grants Customer, for the term of this Agreement, a nonexclusive, nontransferable limited license to allow Customer and Customer’s guests to use the CHA SOFTWARE, solely as provided by CHA, solely at the LOCATION for their private and business uses. It is agreed that such limited license(s) will terminate on the day this Agreement is terminated and will not grant Customer or any end user any other benefits or rights not explicitly granted herein. Without limiting the generality of the foregoing, Customer and its guests will have no right, directly or indirectly, by itself or themselves or through others, to copy, create derivative works based upon, dispose of, sell, license or sublicense, transfer, lease, or otherwise distribute the CHA SOFTWARE. Neither Customer nor its guests shall translate, modify, disassemble, decompile, alter or reverse engineer the CHA SOFTWARE. CHA may change, update, modify, or upgrade CHA SOFTWARE at any time at its sole discretion. TERM AND TERMINATION: Term. This Agreement shall commence on the Effective Date and shall continue for a minimum term of three (3) years (INTIAL TERM) unless and until terminated as set forth below. After the end of INITIAL TERM, the Agreement shall automatically be renewed on a year to year basis or either Party may terminate the Agreement, without any penalty, with at least a thirty (30) day written notice of termination.Non Renewal. If Customer terminates this Agreement at any time for any or no reason, Customer will allow CHA to remove its CHA SOFTWARE from the HARDWARE.Termination for Breach. Customer or CHA may terminate this Agreement at any time, upon written notice, if the other party breaches a material term of this Agreement and fails to cure such breach within thirty (30) days of written notice of such breach by the non-breaching party. Either party may terminate this Agreement effective immediately if the other party: (i)?terminates or suspends its business activities or becomes insolvent; (ii)?makes an assignment for the benefit of creditors; (iii)?becomes subject to control of a trustee, receiver or similar authority; or (iv)?becomes subject to any bankruptcy or similar proceeding and such proceeding is not dismissed within 60 days.Early Termination. Should Customer decide to terminate this Agreement before the end of INITIAL TERM, for reasons other than those set forth in Section 6c, Customer shall provide CHA with 60-days prior written notice of the early termination of the Agreement.As part of any early termination, the following charges will apply depending on the business model chosen by Customer in Exhibit A:Purchase Price paid Upfront Option: Customer shall pay CHA the Monthly Support Fee that would have been due for the remainder of the INITIAL TERM, and may retain the HARDWARE and INDUSTRY SOFTWARE.Revenue Sharing Option: Customer shall pay CHA $500/PC and $100/printer. Customer shall disassemble, securely package and ship all CHA HARDWARE and the INDUSTRY and CHA SOFTWARE to CHA at Customer’s cost within 15 days after the end of the termination date. CHA shall hold Customer’s revenue share from the date of notice of early termination until such date that the reconciliation of the Agreement can be finalized, or until such time that the Customer rescinds the early termination in writing. USER FEES AND PAYMENT:The user fees to be paid to CHA by Customer and/or its guests for the installation and use of a CHA Product or the amount of revenue from the operation of any CHA Product to be paid by CHA to Customer and the terms of payment of such fees and amounts shall be as set forth in the attached Exhibit A.All user fees to be paid by Customer’s guests (end users) and payments made by such guests shall be made in U.S. Dollars and paid by either CHA Prepaid Card or credit card, or through the Customer’s Property Management System (PMS) as required or authorized by CHA. If payment is made through Customer’s PMS, then Customer shall pay all such proceeds, without deduction or offset to CHA within fifteen days after the end of the month when such fees paid by PMS were incurred and shall thereafter be treated as though paid to CHA by the Customer’s guests by credit or debit card.The share of Net Revenues due to Customer, but collected by CHA from the Product operation, shall be paid thirty (30) days after the end of each quarter. Net Revenue = Gross Revenue – credit card related charges – charge backs – refunds.TAXES: Customer will provide in writing the amount of sales, use and all other similar taxes and fees it wants CHA to collect on its behalf (except taxes levied on Customer’s net income or property) for the business center services. CHA will collect these taxes and reimburse to the Customer each quarter with the revenue share. It will be Customer’s responsibility to pay these taxes to the appropriate taxing authorities. Customer will indemnify and hold CHA harmless for any failure by Customer to specify the correct taxes and fees or the amount of same CHA is to collect or any failure by Customer to properly pay any taxes or fees collected on its behalf by CHA and paid over to Customer. CONFIDENTIAL INFORMATION: Any information provided by CHA to Customer concerning the CHA Software or CHA business methods or practices shall be treated as confidential by Customer. All Customer or Customer guest data that CHA may access shall be treated as confidential by CHA. For purposes of this Section 9, treated as confidential shall mean that the party receiving such confidential information shall protect such information with the same degree of care it does its own secret, proprietary, confidential or sensitive information, but with at least reasonable care and shall not disclose or use such information except as specifically authorized by this Agreement or as needed to enforce it rights under this Agreement. Both parties shall cooperate in advising Customer’s guests to take all necessary precautions to safeguard their own proprietary and confidential information and advise Customer’s guests that neither CHA nor Customer shall be responsible for the disclosure of the same.EXCLUSIVITY: During the term of this Agreement, Customer agrees not to, without CHA’s prior express written consent, deploy or permit, directly or through arrangements with any third party, any products and/or services at Customer’s premises that are the same or similar to the SOLUTION.DISCLAIMER OF WARRANTIES:EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CHA DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOLUTION, OR THE CUSTOMER SUPPORT SERVICES AND EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CHA DOES NOT WARRANT THAT THE SOLUTION WILL MEET CUSTOMER’S GUESTS REQUIREMENTS, THAT THE OPERATION OF THE SOLUTION, SHALL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS IN THE SOLUTION, OR THE SERVICES CAN OR WILL BE CORRECTED. LIMITATION ON LIABILITY:Damages: CHA SHALL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ATTRIBUTABLE TO A BREACH OR ALLEGED BREACH OF ANY OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL BE APPLICABLE EVEN IN THE EVENT OF A FAILURE OF AN EXCLUSIVE REMEDY AVAILABLE TO A PARTY UNDER ANY OF THE AGREEMENTS TO ACHIEVE ITS ESSENTIAL PURPOSE. In no event shall CHA be responsible or liable for (A) any corruption, damage, loss, or mistransmission of data, (B) the security of data during transmission via CUSTOMER’s internal networks or via public telecommunications facilities, or (C) HARDWARE, software, or other items owned by Customer or that are the property of a third party.Maximum Aggregate Liability: IN NO EVENT SHALL CHA’s MAXIMUM AGGREGATE LIABILITY WITH RESPECT TO ANY AND ALL CLAIMS CONCERNING THE SOLUTION, THE CUSTOMER SERVICES, OR ANY OTHER MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED the AMOUNTS PAID BY CUSTOMER TO CHA IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.SUCCESSORS AND ASSIGNS:All of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto. NOTICES:Any notice, consent, or other communication permitted or required under this Agreement, shall be in writing and may be delivered in person, by mail, or by facsimile copy to the respective addresses or facsimile numbers of the parties below their signatures to this Agreement. If hand delivered, the notice shall be deemed received upon delivery. If by facsimile copy, the notice shall be deemed received when sent and confirmation of receipt has been received. If sent by mail, the notice shall be deemed received three business days after being deposited with the United States Postal Service by certified mail, return receipt requested, addressed appropriately to the intended recipient. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective in accordance with this Section 16.NO THIRD PARTY BENEFICIARIES:Except as expressly set forth in this Agreement, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.AMENDMENTS: No amendment, modification, or supplement of any provision of the Agreements will be valid or effective unless made in writing and signed by a duly authorized representative of each ERNING LAW:The Agreements and their respective subject matter shall be governed by and construed in accordance with the laws of the State of California, without regard to its provisions governing conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreements. Any controversy or dispute under any of the Agreements shall be heard in the state and federal courts situated in the State of California, and CHA and Customer each consents to the jurisdiction of such courts to hear any such disputes.INDEPENDENT CONTRACTORS: In making and performing the Agreements, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venture, or partner of the other party for any purpose. Neither party shall have any authority to act for or to bind the other party in any respect.FORCE MAJEURE:CHA shall not be liable for any failure or delay in its performance under the Agreements due to any cause beyond its reasonable control, including, without limitation, acts of God, acts of war or terrorism, unauthorized actions of third parties, governmental actions, equipment, telecommunications, power, or electrical failures, civil disturbances, or labor disputes.SAVINGS CLAUSE:CHA’s failure to perform its responsibilities under any of the Agreements shall be excused if and to the extent (a) itss non-performance results from Customer's actions or failure to perform its responsibilities, (b) CHA provides Customer with responsible notice of non-performance, and (c) CHA uses commercially reasonable efforts to perform notwithstanding Customer's actions or failure to perform.HEADINGS: The section headings in this Agreement are for reference and convenience only and shall not be considered in the interpretation of the Agreements.LATE PAYMENTS:CHA may charge interest on amounts not paid when due hereunder at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. In the event of litigation or collection activity arising out of Customer’s non-payment, CHA shall be entitled to reasonable costs and expenses incurred, including attorneys’ fees.SEVERABILITY: Any provisions of this Agreement that are determined to be invalid or unenforceable by a court of competent jurisdiction shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining provisions of this Agreement. Notwithstanding the foregoing, the provisions of Section 11 (“Disclaimer of Warranties”) and Section 12 (“Limitations of Liability”) are considered by the parties to be integral to the Agreements and shall not be modified or severed from the Agreements.WAIVERS: A waiver by either party of a breach or violation of any provision of any of the Agreements shall not constitute or be construed as a waiver of any subsequent breach or violation of that provision, or as a waiver of any breach or violation of any other provision of any of the Agreements.INTEGRATION:This Agreement set forth the entire agreement and understanding between the parties in connection with the matters referred to in this Agreement and supersedes all previous letters of intent, correspondences, understandings, arrangements, agreements and undertakings (if any) between the parties or any of them with respect to such matters referred to herein, whether written or oral. No provision hereof may be amended or terminated except by an instrument in writing and signed by both parties hereto. COUNTERPARTS:This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For the purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.By signing below, Customer and CHA each acknowledges its acceptance and agreement with the terms contained in this Agreement, including any Exhibits attached hereto which Exhibits are made a part hereof and incorporated by this reference. Customer:Vertical Systems Inc.By: By: Print Name: Print Name: Title: __________________________________________Title: _____________________________________________Date: Date: Exhibit A:CHA Product to be Acquired by Customer: Automated Business Center(Specify Items and quantity in Customer selected Option)Up Front Payment Plan Option CHA shall purchase the HARDWARE and INDUSTRY SOFTWARE on behalf of the Customer if any HARDWARE or INDUSTRY SOFTWARE is indicated by the Customer in the table below in addition to the supplying Customer with specified CHA SOFTWARE.Enter quantities of each item to be installed in the business center; select one item from each CategoryCategoryDescriptionQtyPurchase Price(per unit)Total Purchase Price*CHA SoftwareCHA Software Licensing$550PC programmingPCAll-in-one, 23”, with Windows 7$975Refurbished PC and 22” monitor with Windows 7(units may have some scratches)$525SoftwareMSOffice Professional$299MacOSX Software$1,450PrinterLexmark MS310d (b&w; 35 ppm)$306Lexmark MS510dn (b&w; 45 ppm)$735Lexmark CS510de (color; 25 ppm)$909CopierLexmark MX310dn; b&w; free-to-guest service$489Lexmark x734de; color; pay-for-use service$3,450FurnitureStandard (48” desk, chair)$495Cypress Kiosk (stand-alone lobby kiosk; custom by CHA)$1250Total Price --*Applicable sales tax and shipping charges shall be added to the purchase price.Terms: Purchase Price to be paid 50% at the time of signing of the Agreement and 50% at the time of shipment by the Customer.Customer will receive 70% of the Net Revenues* generated from Customer’s guests, client’s customers or invitees using the CHA Product that is the subject of this Agreement after the first $60/PC of such user fees are paid to Revenue is defined as Gross Revenue minus credit card related charges, refunds, charge backs, and any operating expenses (toner, installation fee).Revenue Share Option CHA pays for the HARDWARE and INDUSTRY SOFTWARECHA shall install its CHA SOFTWARE and the INDUSTRY SOFTWARE on the HARDWARE Enter quantities of each item to be installedCategoryDescriptionQtyMonthly Installment FeeTotal Monthly Installment FeeCHA SoftwareSubscription of CHA Software and ProgrammingIncludedIncludedPCAll-in-one, 23”, with Windows 7IncludedIncludedRefurbished PC and 22” monitor with Windows 7IncludedIncludedMSOfficeProfessionalIncludedIncludedMaciMac with iOS SoftwareIncludedIncludedPrinterLexmark MS310d (b&w; 35 ppm)IncludedIncludedLexmark MS510dn (b&w; 45 ppm)$29Lexmark CS510de (color; 25 ppm)$36CopierLexmark MX310dn; b&w; free-to-guest service$20Lexmark x734de; color; pay-for-use service$149FurnitureStandard (48” desk, chair)$22Cypress Kiosk (stand-alone lobby kiosk; custom by CHA)$69Total Monthly Payment--Payment:Net Revenue Share to Customer = 50% after first $<enter Total Monthly Installment Fee per month> to CHANet Revenue is defined as Gross Revenue minus credit card related charges, refunds, charge backs, and any operating expenses (toner, installation fee).Exhibit B:InstallationCustomer Initial Here: ______If system is installed by the Customer. Customer Initial Here: ______ If CHA is requested to do the installation.One-time installation charge = $_______ paid by the Customer.Location where SOLUTION to be installed: Hotel Name:Address:ALL QUOTES VALID FOR 30 DAYS AFTER PRESENTATION TO CUSTOMERAND SUBJECT TO CHANGE AFTER 30 DAYS ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download