CENCON 4 SOFTWARE MAINTENANCE

AND SUPPORT AGREEMENT

At Kaba Mas, we take improving and maintaining our software products very seriously. Revisions and updates made
throughout the year ensure that our customers are provided with the most current features and functions possible.
The annual Maintenance and Support Agreement for Cencon 4 Software provides users with the long-term security of a
comprehensive product support, maintenance and upgrade plan.
We strongly urge you to take advantage of the coverage the Maintenance and Support Agreement provides. Simply fill
out the form and return to Kaba Mas at the fax number listed. Should you have any questions, please feel free to call our
Sales Department at 1-888-950-4715.
Thank you. (click here to continue.)
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CENCON 4 SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT

This Software Maintenance and Support Agreement
(Agreement) is between (the licensee name and address
supplied during the on-line registration entry) hereinafter referred
to as (Licensee) and Kaba Corporation, herein after referred to
as Kaba with its principal place of business at 749 West Short
Street, Lexington, Kentucky 40508.
DEFINITIONS
Software refers to the actual copy of all or any portion of the
final commercial release(s) of Kabas Cencon 4 and/or CenTran
4 (and above only) Software technology, code, components,
dynamic link libraries and programs delivered via any media,
whether provided in source, object or executable code format(s),
inclusive of backups, updates or upgrades supplied under
this Agreement. Hardware is defined as the Kaba USB Key
Security Device (USB Keybox) and customer coded orange
installation key only, and does not include any other Smart
Keys, Cencon Locks, customer-supplied PC hardware or other
device(s) not specifically defined in this agreement. Previous
Version is the most recent major release of Cencon software
prior to the current supported major release. Enhancement
Request is only an acknowledgement by Kaba of a customer
request for potential additions or changes to the Software. An
Enhancement Request is not an agreement by Kaba to accept,
produce, engineer, include, or create any changes to the Software
or Hardware. Maintenance and Support Period (M&S Period)
is the current paid for period as defined by the initial purchase of
this agreement or a subsequent paid M&S Period renewal term
as defined herein.
ARTICLE 1 - TERM AND FEE
The initial term of this Agreement shall begin upon receipt of a
Maintenance and Support purchase order or online M&S Period
registration event and shall continue for a period of one year
(12 months) at the fees contained in the Kaba sales Quotation.
Thereafter, Licensee may continue the service for annual M&S
at the then current fee. All second (2nd) year renewals will be
prorated and adjusted to align the M&S Period with a calendar
year renewal cycle. All Software and Hardware purchases made
during an existing M&S Period will be prorated according to
the remainder of the M&S Period contract date and billed at
the pro-rated fee. Kaba shall invoice the Licensee more than 30
days prior to the end of the contracted term. Should Licensee
decide to extend the Agreement, Licensee shall pay the invoice
in advance of the renewal date (which is January 1st of the
next calendar year) at the agreed upon adjusted rate based on
incremental software and hardware purchases made during the
current M&S Period for the next M&S Period. Should Licensee
allow this Agreement to expire, Licensee must purchase and
upgrade to the current version of the Software in order to register
for a new M&S Period.
ARTICLE 2 - SOFTWARE MAINTENANCE, TECHNICAL
SUPPORT AND UPDATE SERVICE
Kaba Mas will provide all Software releases, service packs,
updates and patches to the Software for a period of twelve
(12) months. Software updates are provided only for hardware
platforms and operating systems supported by the Software
as described in the Software documentation. Licensee is
responsible for, and Kaba assumes no responsibility in the
P/N 2068.017 Rev C 02/2012

acquisition, installation or support of updates or interfaces for any

nonstandard devices or custom applications.
This Agreement includes Technical Support from one of our
designated Kaba regional support centers. Licensee will receive
Technical Support for the products defined within this agreement
for the duration of this agreement which includes the Software,
assistance in solving problems arising from the installation and
use of the Software, Hardware and interfacing of Hardware, the
operation of the Cencon Locks, and the logging of enhancement
requests and Software bugs submitted by the user.
Kaba will also provide technical support for the Previous Version
of Software, for a minimum period of 12 months from the release
date of the most current major release. After this 12 month period
Kaba may, at its sole discretion, announce Maintenance and
Support discontinuation on the previous major release of the
Software.
This agreement includes a no-charge USB Key Security Device
protection plan. During the term of this agreement, should a
USB Keybox fail, Kaba will supply a replacement, programmed
with the appropriate security information, shipped express by
Kabas agent of choice, to the Licensees location of the failed
Keybox installation at no charge to Licensee. A written request
for replacement must be made by Licensee and copied to two
(2) other management personnel in Licensees organization.
Licensee MUST return the defective USB Keybox, using a Kaba
RMA number clearly identified on the packaging, to Kaba within
10 business days or Licensee will be billed for the replacement
USB Keybox. If the M&S Period is allowed to terminate for any
reason the Keybox protection plan is automatically void.
This Agreement DOES NOT include:
1. Altered or modified Maintained Software.
2. Any combination of Maintained Software and other Software
versions not covered by this Agreement.
3. A release of the Software for which maintenance has been
discontinued.
4. Discrepancies caused by Licensees negligence or fault.
5. Discrepancies caused by customer hardware malfunction.
6. Discrepancies that do not significantly impair or affect
the operation of the Maintained Software. This includes
discrepancies other than items 4 and 5.
7. Maintained Software used on a computer, operating system
or data-base other than that specified as supported by Kaba
documentation.
8. Guaranteed technical support response times.
9. Support of the database outside of the operational
characteristics of the Software or other programs or systems that
access the database not defined as supported in this agreement.
ARTICLE 3 TECHNICAL SUPPORT OPERATING HOURS
Licensee may contact Kaba Cencon Technical Support during
standard Technical Support operating hours. After hours support
(outside of the published hours) provided by any Kaba Support
Center will be considered a billable event. Kaba Support Centers
may, at their discretion, take emergency Technical Support calls
during their standard operating hours from customers located in
other defined Technical Support regions. THESE CALLS MAY BE
SUBJECT TO THE STANDARD KABA HOURLY BILLABLE RATE.
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ARTICLE 4 TERMINATION
This Agreement may be terminated by either party giving the
other thirty (30) days notice of the intent to terminate prior to the
end of the term identified in Article 1.
ARTICLE 5 LIMITATION OF LIABILITY AND REMEDIES
Kaba shall use reasonable efforts to provide corrections, at
the discretion of Kaba, in the form of work-around, support
release, update disk, correction disk, or electronic transfer
equivalent, patch, major upgrade or other suitable form for any
errors reported and determined to be in the software or the
documentation. The correction shall be provided at no cost to
the Licensee for the term of this Agreement. Kaba warrants that
the Software does not and will not contain, at the time issued
or delivered by Kaba to Customer, any Harmful Code. Harmful
Code means any program routine, device or other undisclosed
feature, including without limitation, a virus, worm, trojan
horse, malicious logic or trap door, that is designed to delete,
disable, interfere with, perform unauthorized modifications to, or
provide unauthorized access to the Software or the end users
respective hardware, data or programs. Kaba warrants prior
versions for a period of 12 months from the release of the most
current major release; the software will substantially comply with
the documentation of that release and with Kabas published
specifications pertaining to that release of the Software.
THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY,
KABA DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANT ABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE,
SYSTEM INTEGRATION, AND NONINFRINGEMENT. KABA DOES
NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION
WILL MEET LICENSEES NEEDS, OR THAT LICENSEES
OPERATION OF THE SAME WILL BE UNINTERRUPTED OR
ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR
WILL BE CORRECTED.
If Kaba fails to fulfill its obligations under this Agreement,
Licensees sole and exclusive remedy is the right to terminate this
Agreement immediately for the affected software.
IN NO EVENT SHALL KABA BE LIABLE TO LICENSEE FOR
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, LOST PROFITS, LOST SALES OR BUSINESS
EXPENDITURES, INVESTMENTS OR COMMITMENTS
IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY
GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE
OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY
OF LIABILITY, AND WHETHER OR NOT KABA HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE
OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

defined by the Kaba Software License Agreement, the terms

of which will be indicated on Kabas website or enclosed in
the Software package, depending on the method of delivery.
Licensee may use only the type and number of copies of the
Software, data and documentation as defined in the Software
License Agreement for which the appropriate license fees have
been paid to Kaba. Contract is not automatically transferred to
any firm that may acquire the Licensee, or automatically binding
on any additional firms the Licensee may acquire. Kaba will hold
Licensee harmless from any damages or liabilities resulting from
claims that the Software/Services or their use infringe on patents,
copyrights, or similar intangible rights. Licensee may not assign
the rights granted hereunder, or any of them, without the prior
written consent of Kaba.
All trademarks, service marks, trade names, logos, or other
words or symbols identifying or associated with the Software or
the business of Kaba (Marks) remain the exclusive property of
Kaba and its licensors. The Marks may only be used to identify
the Software and any activities with respect to the Software.
Licensees use of the Marks, as provided herein, will end upon
the effective date of termination or expiration of this Agreement,
except to the extent reasonably required in order to provide any
surviving end user support or Software distribution permitted
under this Agreement and only for the duration thereof.
Title and ownership rights to the Software will remain exclusively
with Kaba and its licensors.
ARTICLE 7 APPLICABLE LAWS
The laws of the State of Kentucky and rules and regulations
issued pursuant thereto shall be applied in the interpretation,
execution and enforcement of this Agreement.
ARTICLE 8 ENTIRE AGREEMENT
This Agreement constitutes the sole and entire agreement of the
parties as to the subject matter set forth herein and supersedes
any previous agreements, understandings and arrangements
between the parties relating to such subject matter. Any
modification(s) or amendment(s) to this Agreement must be in
writing and signed by an authorized representative of each party.
IN WITNESS WHEREOF, the parties have caused this agreement
to be executed and effective as of the date of the on-line
Cencon 4 form submittal which includes the checked box for the
Licensees acceptance of the Agreement.
Current Kaba Cencon Support Centers
Kaba Mas LLC
Lexington, KY USA
Tel: +1.859.253.4744
Toll Free US 800.950.4744
Fax: +1859.255.0932
Email: customerservice@kml.kaba.com
8:00am to 5:30pm EST.
Monday to Friday
Excluding Holidays

ARTICLE 6 LICENSE
Maintenance and Support is provided subject to the terms and
conditions of this agreement. The Software License terms are
P/N 2068.017 Rev C 02/2012

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For internal use only:

Customer Software Purchase Order Number: 
Date of Order: 
Date of Shipment: 
Training Date (if applicable) 
KM Quotation Number: 

(Licensee)
By:
Authorized Signature Printed Name: 
Title: 
Date:
KABA CORPORATION
By:
Authorized Signature Printed Name: 
Title: 
Date:
LICENSEE CONTACT INFORMATION
Contact: 
Address: 
City, State, Zip: 
Telephone:

Fax:

E-mail:

P/N 2068.017 Rev C 02/2012

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