Online Reservation System Sales Agreement Customer leases Econo-Res product from Developer under the following conditions. Set Up Fees: 1. Developer will add Customer to Econo-Res system so the Customer can begin input of data and personnel training. 2. Developer will provide one hour of telephone training and e-mail support. 3. Customer should allow 1-2 weeks for setup and training and to input pertinent data. 4. Additional training and technical support by the Developer will be billed at $60/hour. 5. Custom reports and special programming will be quoted by the Developer on a case-by-case basis. Annual pricing is as follows: (Hotel may opt for a 3% fee of check-ins originating from the system instead of the following annual fee) Lodging rooms: Annual fee: 1-10 250 11-25 300 26-50 350 51-100 400 101-150 450 151-200+ 500 - Pricing based on disk storage, e-mail technical support, and hotel training. Customer Responsibilities. Customer agrees to maintain data in a timely and accurate fashion in order to receive maximum benefit of the Econo-Res software. The Developer has no responsibility for maintaining Customer data. New System Features and Modifications. The Developer reserves the right to modify the Econo-Res software as user requirements change. New features will be provided to the Customer at no additional charge. Limited Warranty. The Developer does not warrant that the Software will operate error free or uninterrupted or will meet Customer requirements. The Software is licensed "as is" and the Developer specifically excludes and disclaims all warranties of merchantability and fitness for a particular purpose. Developer warrants that any materials provided by Developer for use by Customer pursuant to this Agreement shall not contain any proprietary material owned by any other party for which that other party has not given license to Developer. Developer shall be solely responsible for ensuring that any materials provided by Developer pursuant to this Agreement satisfy this requirement and Developer agrees to hold Customer harmless from all liability or loss to which Customer is exposed as a result of Developer's failure to perform this duty. Termination of Contract. Giving 60 days notice, either party may terminate this Contract. At the end of the 60 day period, Developer will remove Customer from the Econo-Res system, and all unpaid fees become due and payable to the Developer. Assignment of Contract. Neither of the Parties may assign this Agreement or any rights under the Agreement without the prior written consent of the other party. Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. Governing Law. The Parties agree that this Agreement has been made in the state of Vermont and that it shall be governed by and construed pursuant to the laws of the state of Vermont. Entire Agreement. This Agreement is the completed and exclusive statement of the mutual understanding of the Parties. This Agreement supersedes and cancels all previous written and oral agreements and communications between the Parties relating to the Developer's Service that is the subject matter of this Agreement. Notices. Any notice required or permitted by this Agreement shall be deemed to have been completed if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid to the other party. .a. Notices to Customer shall be sent by first class mail to address supplied. .b. Notices to Developer shall be sent by first class mail to: JAZ Design Co., LLC Attorney's Fees. If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees in addition to any other cost and/or relief to which that party may be entitled. Severability. If any court of competent jurisdiction determines that any part of this Agreement is invalid or unenforceable, that determination shall not impair or nullify the remainder of this Agreement. Amendment. The Parties agree that they may amend this Agreement only by a written agreement duly executed by persons authorized to execute agreements on behalf of the Parties. Force Majeure. If performance by Developer of any of its obligation under the terms of this Agreement shall be interrupted or delayed by an act of God, by acts of war, riot, or civil commotion, by failure of computer equipment, including loss of data, or by an act of State, by strikes, fire, flood, or by the occurrence of any other event beyond the control of the Parties hereto, that party shall be excused from such performance for the same amount of time as such occurrence shall have lasted OR for such period of time as is reasonably necessary after such occurrence abates for the effect thereof to have dissipated.