Subscription Service Agreement

Please read the terms and conditions of this agreement and select "Yes" or "No" to the terms and conditions outlined in this agreent at the bottom of this page .

 Subscription Service Agreement Effective Date May 2, 2007 THIS AGREEMENT (the "Agreement") is between Partner Services, Inc (PSI), a wholly-owned subsidiary of ScanSource Inc., a South Carolina corporation, including its subsidiaries and affiliates (ScanSource), with its principal corporate address at 6 Logue Court, Greenville, South Carolina 29615, and the company named on this Subscription Service Agreement (“Business Partner”), and is made effective on the date PSI notifies Business Partner their account has been created (the "Effective Date"). WHEREAS, PSI has developed and owns a Remote Monitoring Software, which is accessible by the internet, entitled ScanSource VirtualTechnician; and WHEREAS, PSI wishes to provide the Remote Monitoring Service for the Business Partner on the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, PSI and Business Partner agree as follows: 1. Confidentiality PSI acknowledges that in performing the Service for the Business Partner it may have access to or be directly or indirectly exposed to Business Partner's Confidential Information. PSI shall hold confidential all Business Partner's Confidential Information, including without limitation Business Partner's customer activity, inclusive of customer lists, sales, pricing and transactions and communications related to the Service and shall not disclose such Business Partner's Confidential Information without express written consent of the Business Partner. PSI shall use reasonable measures and reasonable efforts to provide protection for Business Partner's Confidential Information. Such measures shall include, without limitation, requiring employees and independent contractors of PSI to sign a non-disclosure agreement before obtaining access to the Business Partner 's Confidential Information. Business Partner acknowledges that in utilizing the Service it may have access to or be directly or indirectly exposed to PSI’s Confidential Information. Business Partner shall hold confidential all PSI’s Confidential Information, including without limitation PSI’s databases, software and site content related to the Service and shall not disclose such Confidential Information without express written consent of PSI. Business Partner shall use reasonable measures and reasonable efforts to provide protection for PSI's Confidential Information. Reverse Engineering Business Partner shall not reverse engineer the software and shall not allow the software to be reverse engineered. 2. Services Services will include assistance with the initial set up of the remote monitoring service in addition to technical support throughout the 1year term. 3. Term This Agreement shall have an initial term of one (1) year commencing on the Effective Date. The Effective Date shall be the first day of the month following the acceptance of this contract by PSI. Thereafter, the Agreement shall automatically renew each subsequent year on the anniversary of the Effective Date for a one-year term unless the Business Partner notifies PSI in writing at least sixty (60) days prior to the end of the current term of the Business Partner's intent to terminate the Agreement at the conclusion of the current term. This Agreement may be terminated pursuant to Section 8.1, 8.2, or 8.3 hereof. 4. Compensation The Business Partner shall pay to PSI fees pursuant to the ScanSource VirtualTechnician Reseller Pricing Model Document. Fees charged by PSI under this agreement are subject to change. In the event of a fee increase, PSI shall provide the Business Partner with at least sixty (60) days advance written notice, during which time, and notwithstanding the termination rights of either party as described in Sections 3, 8.1, 8.2, and 8.3 of this Agreement, the Business Partner may terminate the Agreement by providing written notice of termination to PSI. Amounts due to PSI pursuant to this Agreement shall be payable net ten (10)days after the invoice receipt. For customers who request to add agents to their ScanSource VirtualTechnician subscription, said account must be current and in good standing in order to increase agent count. In cases due to non-payment of invoices due by the Business Partner, PSI reserves the right to discontinue the service immediately. 4.5 Billing Business Partner agrees to allow PSI to bill for services rendered via paperless billing. 5.0. Grant of License by ScanSource As between PSI and Business Partner, PSI shall own all right, title and interest in and to the Services and all proprietary rights associated therewith including but not limited to all software owned by PSI, which is employed by PSI in connection with design, development, implementation, support and maintenance of the Services. PSI hereby grants to Business Partner a non-exclusive, non-transferable, limited license, to use the Services under the terms and conditions of this Agreement. Except for the limited license set forth in this Section 5.0, PSI expressly reserves all other rights in and to the Services and all proprietary rights associated therewith. 5.1 Acknowledgement of Proprietary Interests Business Partner shall not use any PSI content, defined as any and all information or images contained on any Internet domain which is the property of or is maintained by PSI, or PSI Marks, logos or other identifiers in any manner other than as is expressly provided for in this Agreement, or permit any third party to do so, without PSI's prior written approval of the intended use. All materials, products, and modifications developed or prepared by PSI related to the Service or as may be provided under the terms of this Agreement, including without limitation forms, images on the Internet, the site content of PSI, any HTML elements or similar code or software language elements relating thereto, and software are the property of PSI and all right, title and interest therein shall vest in PSI. All such materials shall belong exclusively to PSI with PSI having the right to obtain and to hold in its own name, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. 6. Warranties, Representations And Covenants 6.1 By ScanSource. PSI represents, warrants and covenants that: (i) all of the Services will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable, trained and qualified personnel; (ii) PSI has full authority to enter into this Agreement; (iii) the software and other materials used by PSI in fulfilling its obligations under this Agreement do not now and will not infringe upon any copyright, patent, trade secret, contract right or other third party right; and (iv) PSI shall take all reasonably necessary steps to ensure the security and confidentiality of the service. 6.2. By Business Partner Business Partner represents, warrants and covenants that: (i) it has full authority to enter into this Agreement; and (ii) all obligations owed to third parties with respect to the activities contemplated to be undertaken by Business Partner pursuant to this Agreement are or will be fully satisfied by Business Partner so that PSI will not have any obligations with respect thereto; and (iii) Business Partner shall notify PSI immediately of any breach or failure of security or confidentiality of the Services and shall cooperate fully with PSI, in any investigation or prosecution thereof by PSI. 7. Limitation of Liability EXCEPT WITH RESPECT TO LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ABANDONMENT OF ITS OBLIGATIONS HEREUNDER (THE "EXCEPTIONS"), NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN ANY EVENT, THE LIABILITY OF SCANSOURCE HEREUNDER SHALL NOT EXCEED THE FEES, PAID BY THE BUSINESS PARTNER HEREUNDER. 8. Termination 8.1. Early Termination Business Partner, at their discretion and without cause, can elect to cancel the contract within 10 business days of the date of the contract without any charges or penalties. 8.2. Termination for Breach Either Party may terminate this Agreement upon sixty (60) days' written notice if the other Party materially breaches any of the terms of this Agreement; provided, however, that this Agreement will not terminate if the non-terminating party has cured the breach within the sixty (60) day period. 8.3. Termination for Bankruptcy and Similar Events Either Party may terminate this Agreement, effective immediately upon written notice, if: (i) all or a substantial portion of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver or trustee in bankruptcy; (ii) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within thirty (30) days; or (iii) the other party is adjudged bankrupt or insolvent. 8.4. Survival Upon expiration or termination of this Agreement, the provisions of Article 1, Articles 4 through 7 inclusive, this Section 8.3, and Article 9 shall survive. 9. General 9.1. Independent Contractors Business Partner and PSI agree that they will be independent contractors. Neither party will be an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party. 9.2. Indemnification Business Partner shall indemnify, defend, and hold harmless PSI, its directors, officers, employees and agents with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that it is based upon a claim that: (i) if true, would constitute a breach of any of the Business Partner's representations, warranties, or agreements hereunder or in association with the Business Partner promoting, advertising or representing the products sold in connection with the Service; or (ii) arises out of the gross negligence or willful misconduct of the Business Partner. In claiming any indemnification hereunder, PSI shall provide the Business Partner with written notice of any claim which it believes falls within the scope of this indemnification. PSI may, at its own expense, assist in the defense if it so chooses, provided that the Business Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind PSI shall not be final without its written consent. 9.3. Notices Any notice, demand or request by or made pursuant to this Agreement shall be deemed properly made if personally delivered in writing or deposited in the United States mail, postage prepaid, to the address provided below. This shall not be construed to restrict the transmission of routine communications between representatives of the Business Partner and PSI. For PSI: Partner Services, Inc., 6 Logue Court, Greenville, SC 29615 For Business Partner: Address designated in the Value Added Reseller Sign Up 9.4. Waiver Business Partner and PSI agree that the failure of either Party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. 9.5. Assignment Neither Party shall transfer or assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, provided, however, that PSI may assign this Agreement to an affiliate or to a successor in interest. 9.6. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina applicable to contracts entered into and wholly to be performed in the State of South Carolina. Each Party irrevocably consents to the exclusive jurisdiction of the courts of the State of South Carolina and the federal court situated in the State of South Carolina, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement. 9.7 Agent Count PSI reserves the right, either independently or via a third-party service provider, to ensure the accuracy of each agent count per store. Business Partner would like to subscribe to the _______ agent package, at $________ per month. _____________________________________ Company Name _____________________________________ __________________________________________ Signature of Authorized Business Partner Representative Print Name of Authorized Business Partner Representative _____________________________________ __________________________________________ Title of Authorized Business Partner Representative Date Fax this entire document to: John Rodgers Fax number: 864-329-8226




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