1705 N. Stadium Suite D

Columbia, M0. 65202

1-800-268-9543  

Monthly System Support Agreement

This System Support Agreement (“Agreement”) is made this _________ day of _________________, 201____ (the “Effective Date”) by and between Missouri Restaurant Solutions, L.L.C., a Missouri limited liability company (“M.R.S.”) with a principal place of business at 1705 N. Stadium , Suite D, Columbia, MO 65202 and _______________________________ (“Customer”).  M.R.S. and Customer are referred to collectively as the “Parties.”

RECITALS

M.R.S. is engaged in, among other things, the business of reselling the Digital Dining Point of Sale Software (sometimes referred to herein as the “POS Software”) and related computer Equipment to its clients (sometimes referred to herein as the “POS Equipment”).  Collectively, the POS Software and POS Equipment is referred to as the POS System.  M.R.S is also engaged in the business of providing Support Services (the “Services”) related to the POS System.   Customer desires to obtain certain Services from M.R.S., and M.R.S. desires to provide such Services under the terms and conditions set forth below.  

NOW, THEREFORE, in consideration of the mutual promises set forth below, the Parties hereby agree as follows:

DEFINITIONS

BUSINESS DAY – Monday – Friday 9:00 AM – 5:00 PM excluding national holidays.

EXTENDED HOURS – Consist of Evening Hours (Monday – Thursday 5:00 PM – 9:00AM) and Weekend Hours (5:00 PM on Friday through 9:00 AM on Monday)

WORK-AROUND – A temporary resolution that minimizes the severity level of a problem, but doesn’t necessarily bring the system back to Full Capacity.

RESPONSE TIME– The time between the initial service call and the return call by a Missouri Restaurant Solutions system analyst.

RESOLUTION TIME– The time between the initial placement of the service call and the time the system is restored to Full Capacity.

SYSTEM SUPPORT SERVICE 

This section describes the System Support Service procedures.

SERVICE CALL PROCEDURE

M.R.S. will provide a system support hotline available seven days per week, twenty four hours per day to accept service calls from Customers. Customers must use the provided system support hotline phone number to report problems with the POS System.  Customers must provide the POS system analyst and/or the answering representative with detailed information about themselves to qualify them as an authorized representative to do so, the issue at hand, including restaurant name, contact name, call-back phone number, and a detailed description of the problem. Calls placed directly to system analysts, or to other phone numbers, will not be considered as reported issues and therefore the response and resolution estimates outlined below will not apply.  Incomplete information provided upon initial service call may result in a delay in response and/or resolution times.  

Upon receiving the detailed service information via the system support hotline, M.R.S. will assign a severity level to the problem in accordance with the schedule outlined below.  Thereafter, M.R.S. will use its best efforts to respond to the call and resolve the issue based on these priorities and guidelines.  In the event a problem with the POS System cannot be diagnosed via the system support hotline, M.R.S may use the internet, a computer modem or other communications methods preferable to M.R.S to remotely control the POS System. Customer will assist M.R.S to the extent necessary to facilitate the foregoing.  M.R.S problem diagnosis will include a determination as to whether:

1. The problem constitutes an issue that is covered by the Services described in this System Services Agreement.
   
2. The problem is excluded from Support Services as specified in the Exclusions & Limitations section below.
   
3. The problem involves malfunctioning POS Equipment that requires “On-Site” repairs or replacement.
   

All Support Services provided will be charged at the rates outlined in the “System Services Rates” portion of this document attached herein.

In the event the reported problem _is excluded from Support Services, M.R.S. shall notify Customer promptly with its rationale for such a determination.  Any Services provided to Customer that are excluded from Support Services shall be charged at the rates outlined in the System Services rates document attached herein.   In the event the problem includes malfunctioning POS Equipment, replacement will be according to the Equipment Replacement section below.  

EXCLUSIONS & LIMITATIONS

M.R.S. will use best efforts to provide service to Customer for all service calls and service issues.  However, Services described in this agreement are limited or excluded as follows: 

• Support Services under this agreement do not apply to computer programs licensed to Customer by third parties other than M.R.S.
  
• Product defects, abnormal operation of the Product or inability to operate the Product resulting from Customer’s misuse or improper use of the Product, use of the Product by untrained personnel or personnel who require additional training from Customer, improper entry of data in connection with the Product or from combining or merging the Product with any computer equipment or computer programs not supplied by M.R.S (or not approved in writing by M.R.S. to be combined or merged with the Product) will not be considered by M.R.S. as qualifying for Support Services under this agreement.
  
• M.R.S. shall not be responsible for providing Support Services under this agreement if the request for technical assistance arises solely from the inability of Customer personnel to operate the Product in conformity with store or Customer operational procedures including, but not limited to, product pricing and cash management policies.
  
• M.R.S. shall not be responsible for providing Support Services for any version of the POS System other than the most recent generally released version, provided, however, that M.R.S. shall continue to support the most recent superseded version of the POS System for one year from the date of the general distribution of the most current version.
  
• Problems associated with the Product caused by Customer’s data, network, database, operational or other environmental factors not within the direct control of M.R.S. will not be considered by M.R.S. as qualifying for Support Services under this agreement.
  

Errors for which M.R.S. has provided technical or operational corrections not implemented by Customer within a reasonable time (not to exceed 90 days) will not be considered by M.R.S. as qualifying for Support Services under this agreement.

MALFUNCTIONING EQUIPMENT

Upon diagnosis of failed or malfunctioning equipment, M.R.S. will notify Customer of replacement options available.  Customer may choose to purchase new Equipment from M.R.S. and or rent used replacement equipment if available.  If Customer chooses to purchase replacement Equipment from M.R.S. loaner rental is free. Scheduling, pricing, and delivery options will be subject to factors related to current stock levels, equipment lead times, standard retail pricing, payment terms, and Customer’s account status.  Remote and/or on-site assistance in the diagnosis of malfunctioning equipment and in the replacement of the malfunctioning equipment is considered System Support and will be provided at the rates described in this document herein.

REPAIR AND RETURN SERVICE

Customer may request Repair and Return Service from M.R.S. Under the Repair and Return Service, Customer is required to deliver the malfunctioning or failed POS Equipment to M.R.S. Customer will bear all costs and risk of loss associated with delivering the POS Equipment to M.R.S. Upon receipt of the failed or malfunctioning POS Equipment, M.R.S. will inspect the equipment to determine the estimated parts and labor repair cost and notify Customer of its estimate.  ALL Manufacturer warranties will be honored on all equipment purchased from M.R.S. At that point, Customer may authorize M.R.S. to repair the equipment and_ return it to Customer.  M.R.S.’s repair estimate will include the cost of delivery of the repaired POS Equipment to Customer.  Customer will be billed for the actual repair cost inclusive of parts, labor, and delivery charges.  M.R.S. will use best efforts to expedite the repair and return process, but the timing of the repair service will be subject to, but not limited to, the following: resource availability, lead times, extent of the repair, and manufacturer lead times.  If Customer chooses not to authorize M.R.S. to repair the Equipment, M.R.S. shall charge Customer a min. $50.00 repair analysis fee.  Equipment can also be rented for a nominal daily fee while repairs are being made

SOFTWARE MAINTENANCE & UPGRADES

Periodically, new versions of the POS Software are made available through general release.  These new versions typically contain system fixes and/or enhancements.  New versions come in the form of minor version releases (7.4.x) and major releases (7.x.1).  There is an additional software license fee of $495 required for new minor version releases, and there is a license fee equal to 20% of the original list price of the software for each major release.  Each new release, both minor and major, requires System Support from M.R.S. to apply the release to the POS Software.  Customer is not required to apply new releases.  However, M.R.S. will only support the most current generally available Digital Dining software release and any releases prior that is currently supported by the manufacture of the product.  

RATES AND PAYMENT TERMS

The rates for Support Services are as outlined in the System Services Rates document attached herein.  The rates for Support Services Coverage may be changed by Missouri Restaurant Solutions at any time through 30 day prior written notification to Customer.   

Payment for Support Services will be a reoccurring monthly charge via ACH bank draft.  A copy of a VOIDED business check is required to complete the Monthly Remote System Support Agreement.  M.R.S. reserves the right to refuse service in the event payments for outstanding invoices are past due.    M.R.S. may use any advanced payments made by Customer for Support Services to cover any outstanding invoice for other valid M.R.S. products and/or services delivered to Customer including, but not limited to, paper, ribbons, cards, other supplies, training, or consulting services.

Monthly System Support Service and Rates

This document describes the standard rate for Missouri Restaurant Solutions Monthly Support Services. Monthly Support Services include telephone & remote “Dial In” support service of the Digital Dining POS system.  Support Services cover software technical assistance and hardware diagnosis. Rates for Support Services will be $150 per month and services will depend on when the call is placed and the service plan in place at the time of the service call.

• Remote Technical Support – MRS will provide unlimited remote technical support of the POS system 24 hours a day, 7 days a week.
  
• Remote Product Training – MRS will provide unlimited remote training of the POS system by appointment only during normal business hours of Monday through Friday, 9am until 5 pm
  
• Remote System Checkup – MRS will provide a periodic checkup the POS system to ensure that the following system aspects are met:
  

• A Daily backup of the POS system data is being performed each day
  
• Antivirus solution is fully operational and up to date
  
• POS and Operating System software are up to date   
  
• Manage and update all remote dial in accounts
  
• Local area network connectivity and internet speed report(up and down) 
  

ACCEPTANCE  DATE : _________________________

This Agreement is accepted by Customer and M.R.S. through signature below:

M.R.S.. Acceptance Customer Acceptance

Signature:_______________________ Signature:__________________________________

Printed:_________________________ Printed:____________________________________

Title:___________________________ Title:______________________________________

Date: Date:

Authorized Customer Service Contacts  (These people are authorized to contact M.R.S. for customer service.  Unauthorized personnel will be denied): PLEASE PRINT FIRST AND LAST NAME BELOW