Master Services Agreement

This Master Services Agreement (the “Agreement”) is made as of MONTH, DAY, 2023 (“Effective Date and Execution Date”), by and between Continuity Logic, LLC dba CLDigital (“Service Provider”), having offices at 55 Lane Road, #303, Fairfield, NJ 07004, and CUSTOMER NAME (“Customer”), having a principal office at ADDRESS. Service Provider and Customer may hereinafter be referred to as a “Party” or, collectively, as the “Parties.

1. DEFINITIONS

1.1 Affiliate is any Customer which, directly or indirectly, controls or is controlled by or is under common control of Customer. For this purpose, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Customer, whether through the ownership of voting securities or by contract or otherwise, but such corporation, Customer or entity shall be deemed to be an Affiliate only as long as such ownership or control exists.

1.2 Documentation includes Service Provider online or printed user guides, tutorials, help, training materials, and documentation made available to Customer, as updated from time to time.

1.3 Customer Content represents any files, documents, materials and other information belonging to Customer or users as provided to Customer’s Service account for storage and/or Customer authorized sharing with third parties.

1.4 Error means any mistake, problem, defect, malfunction or deficiency in the Software, including those that cause (i) the Software not to function correctly or only partially function when compared to the specifications; (ii) the Software not to operate in the operating environment of the Customer or causes the hardware or software operating in that environment to fail to operate properly; or (iii) the Software not to meet the performance criteria.

Error Corrections are defined as corrections, modifications or revisions to the Software, licensed documentation or Services that corrects defects, errors, malfunctions or non-conformities therein, of which Service Provider learns from any source, so that the Software and Services shall conform with the express warranties set forth in Section 8 of this Agreement.

1.5 Order Form or Services Order. All such terms refer to any initial or subsequent ordering document and/or online request for access to Services submitted to Service Provider, a Service Provider authorized reseller and/or through Service Provider product websites.

1.6 Services. Services are the Software-as-a-Service, Implementation Services and Professional Services that are ordered by a Customer under an Order Form/Service Order or are made available online or offline by Service Provider through the software, including associated offline components, as described in the Documentation. Services also include any updates, upgrades, or error corrections prepared by Service Provider necessary for the Services to function in accordance with the Documentation and the terms of this Agreement.

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1.8 Marks means any name, logo, or mark belonging to either Party or its affiliates.

1.9 Software. The Software provided as a component of the Services.

1.10 Statement of Work or SOW is a written description of the Professional Services or implementation services, to be performed by Service Provider, which shall be mutually agreed to and executed prior to the performance of the Services and shall include the expected deliverables, an estimate of the time involved, and the cost of labor, and any related travel to perform such Services. An SOW template is appended hereto.

1.11 Use Level is the model by which Service Provider measures, prices and offers the Service to Customer as set forth on the applicable Order Form.

2. TERM; TERMINATION; RIGHTS

2.1 Term; Renewal. This Agreement is effective as of the Effective Date. The Agreement will remain in effect until midnight on the third (3) anniversary of the Effective Date (“Initial Term” or “Term”). Customer may automatically renew the Initial Term of this Agreement for successive one (1) year periods as set forth in Exhibit C. Initial pricing and terms are also set forth in Exhibit C.

Unless as otherwise as set forth therein, Order Forms shall automatically renew for successive one (1) year terms (each a “Term”), or as specified in the applicable Order Form, unless either Party gives notice to the other Party of non-renewal at least ninety (90) days before the end of the then current Term for each Order Form or Agreement. As used in this Agreement, “Term” may refer to the initial term of an Order Form or any subsequent Renewal Term of an Order Form.

2.2 Termination by Either Party. Either Party may terminate this Agreement immediately upon written notice: (i) in the event of the insolvency, bankruptcy or voluntary dissolution of the other Party; or (ii) if the other Party defaults in the performance of any material provision hereunder, and if such default continues and is not cured within forty-five (45) days after written notice thereof by the terminating Party (“Termination for Cause”). Notwithstanding the foregoing; if such breach is not capable of being cured within such 45-day period, this Agreement shall not be terminable so long as the party committing such breach shall have established to the reasonable satisfaction of the other party that it is using all diligent efforts to effect such cure and subsequently effects such cure within a reasonable period thereafter. Such termination rights are in addition to, and not in limitation of, any other right or remedies available. If Customer terminates this Agreement for cause pursuant to this Section 2.2, Service Provider will refund to Customer a pro-rated portion of any prepaid license or subscription fees that are unused as of the date of termination.

2.3 No termination for convenience. No party shall be entitled to terminate this Agreement, or any order under this Agreement, or any maintenance and support arrangement for convenience.

2.4 Except as otherwise provided herein, the benefits and obligations of this Agreement shall extend to Affiliates of Customer, provided that the Services are used in connection with the businesses of such Affiliate(s).

2.5 Service Provider will provide the Services set forth, as applicable, in the associated Order Form or SOW for Customer’s and Customer’s Affiliates’ use in accordance with the Agreement and applicable Use Levels. Service Provider hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use any components as may be required to access and use the Services during the Term. Customer shall use the Services in accordance with the Service Provider Privacy Policy (Services Privacy Policy – CLDigital), which may be updated from time to time, and, in each case, shall be provided in advance to Customer. Updates to Services are included in Services and Fees.

2.6 Limitations on Use. Except to the extent permitted by applicable law, Customer agrees, on behalf of itself and its users, to not (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or Service Provider technology; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the Service Provider networks, security systems, user accounts, or Services of Service Provider or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means, (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise reasonably objectionable or unlawful; (iv) market, offer to sell, and/or resell the Services to any unauthorized third party; (v) use the Services in violation of Service Provider’s Acceptable Use policies provided in advance to Customer, applicable laws, ordinances or regulations; (vi) use the Services to send unsolicited or unauthorized advertising, junk mail, or spam; (vii) harvest, collect, or gather information or data regarding other users not connected to Customer without their consent; (viii) transmit through or post on the Services any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, data privacy or right of publicity; (ix) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (ix) access, store or use in Services, anything but Authorized Personally Identifiable Information (“Authorized PII”) is PII used for notification purposes only and all other PII is defined as Unauthorized. For clarity, Authorized PII is strictly limited to work, home and email addresses plus work, home and mobile phone numbers as well as employee, contractor and selected vendor unique identification numbers.

2.7 Proprietary Rights. Except for the limited subscription rights granted herein, neither Party has any right, title or interest in or to the other Party’s Marks or Services or any components thereof in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that Service Provider or its licensors retain all proprietary right, title and interest in and to, or practiced in connection with, the Service Provider Marks and the Services and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.

2.8 Marks. Unless expressly authorized under the terms of this Agreement, each Party agrees that it shall not use, register or apply for registration of any trademark, service mark, business name, Customer/trade name, domain name or social media account name or handle which is comprised of or incorporates in whole or in part any Mark of the other Party, or is otherwise confusingly similar to such a Mark. In the event of any breach of this provision, the offending Party agrees that it will do all things necessary to effect the transfer of any such same or similar trademark, service mark, business name, Customer/trade name, domain name or social media account name or handle to the other Party, including but not limited to executing assignment documentation. Except as expressly granted herein, no license regarding the use of either Party’s copyrights, patents, trademarks, service marks or Customer/trade names is granted or will be implied.

2.9 Intellectual Property Rights. means and includes, to the extent recognized under applicable law, patents, patent applications, copyrights (including rights in computer software), trademarks, service marks, trade dress, trade names, business names, internet domain names, e-mail address names, trade secrets, moral rights, database rights, customer lists, design rights, know-how, techniques, processes, methods, inventions (whether patentable or not), conceptions, discoveries, improvements, chip designs, mask works, proprietary information, technical information, specifications, and all other rights of authorship and intellectual and industrial property rights, and other equivalent or similar rights which may subsist anywhere in the world, in all cases whether registered or unregistered, including any form of application for any of the foregoing, and including any goodwill relating thereto.

2.3 No termination for convenience. No party shall be entitled to terminate this Agreement, or any order under this Agreement, or any maintenance and support arrangement for convenience.

3. SERVICES

3.1 Provision of Purchased Services. Service Provider will (a) make the Service and Customer Content available to Customer pursuant to this Agreement and the applicable Statement of Work or Order Form, (b) provide standard support for the Purchased Services to Customer by Service Provider at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Service available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Service Provider will give at least 7 days advance electronic notice and which Service Provider shall schedule to the extent practicable during the weekend hours between 9:00 p.m. Friday and 3:00 a.m. Sunday Eastern time), and (ii) any unavailability caused by circumstances beyond its reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Service Provider employees or subcontractors, if any), Internet service provider failure or delay, or denial of service attack.

3.2 Customer content and Information Security. Service Provider will maintain an appropriate information security program consistent with industry standards with appropriate written policies, standards, and procedures that reflect the current state of the security landscape and known and foreseeable threat vectors, and will maintain, review regularly, update and enforce adequate administrative, technical, physical and logical security procedures with respect to its access and maintenance of the Services and any Customer content and information contained therein. Service Provider will take all reasonable measures to secure and defend its location and equipment against “hackers” and others who may seek to modify or access Service Provider systems or the information found therein without authorization. Service Provider will periodically test its systems for potential security breaches; Service Provider will report to Customer immediately any breaches of security or unauthorized access affecting data and information of its customers, including but not limited to Customer, that Service Provider detects or becomes aware of. Service Provider will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner and deliver to Customer a root cause assessment and future incident mitigation plan. Service Provider is responsible to perform one audit (external or Internal) per year free of cost. Any further audit shall be performed by Service Provider for additional fees. Customer or its third-party designee may, but is not obligated to, perform audits of Service Provider’s environment during the Initial and any Renewal Term of the Agreement, including coordinated penetration and security tests, as it relates to the receipt, maintenance, use or retention of personally identifiable information or other Customer content and information. Such audits shall be conducted upon reasonable prior written notice with minimal disruption to Service Provider’s normal business operations Customer shall be responsible for its own costs incurred in connection with such audits or investigations unless such audit or investigation shows a material discrepancy from the information previously provided by Service Provider, in which case Service Provider shall reimburse Customer’s direct reasonable costs and expenses associated with the audit, provided that Customer may not make such an audit request of Service Provider more than once per calendar year. Subject to the foregoing, any of Customer’s regulators or others having the right under law to do so shall have the right to perform an audit of Service Provider’s environment upon request. Service Provider agrees to consider all reasonable recommendations that result from such inspections, tests, and audits within reasonable timeframes and will inform Customer of its plans and timeline for addressing any such recommendations. In the course of furnishing the Services, Service Provider shall not access, and shall not permit its personnel and/or third-party service providers to access, Customer content and information, except as necessary to perform the Services and only in accordance with the requirements of this Agreement and any applicable ordering document pertaining to Customer content and information.

3.3 Transition to Post Implementation Support.

The Service Provider Implementation team will resolve any pending or outstanding issues before transition to its support team. Service Provider will then provide required updates and knowledge transfer to its support team and arrange a transition meeting amongst Customer, Implementation Team, and Support Team for a formal transition to Support.

3.4 Support. Service Provider will provide Customer with Standard Support services as required between the hours of 7:00 am and 9:00 pm Eastern Time, Monday through Friday, excluding holidays observed by Customer. The Continuity Logic is available for 24x7x365 and will appropriately escalate support issues responsively. Please refer to Exhibit D for more information on Standard support.

3.5 Professional Services; Travel Expenses. Service Provider shall provide Customer with Professional Services from time to time pursuant to a SOW. Each SOW is hereby incorporated by reference. Customer may require that Service Provider submit the individuals who will perform the Professional Services to Customer’s standard screening requirements that may include employment eligibility, verification and criminal background investigations. Customer will reimburse Service Provider for reasonable and documented travel and subsistence expenses, approved in advance by Customer, incurred by Service Provider’s personnel in traveling to Customer’s facility for such professional or training services. Travel and subsistence expenses are also subject to Customer’ Travel and Expense Policy or Service Provider’ Travel Guidelines (Titled as Exhibit B) whichever is agreed by both parties.

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3.7 Beta Services. (Beta Services can be made available to Customer as a limited release of software for the purpose of testing through usage before final production release.). If Customer elects to use Beta Services that are offered by Service Provider, by using such Services, Customer is acknowledging that Beta Services are offered “as-is”, without warranty or indemnity of any kind and Customer’s access to and use of the Beta Services is at Customer’s sole risk. The Beta Services may contain bugs, errors and other defects. To the extent permitted by applicable law, Service Provider disclaims any warranties and conditions, whether express, implied, statutory or otherwise, and any liability with respect to the Beta Services. Customer agrees to receive correspondence and updates from Service Provider related to the Beta Services and acknowledges that opting out from such communications may result in cancellation of Customer’s Beta Services. Service Provider does not make any representations, promises or guarantees that the Beta Services will be publicly announced or made generally available. Service Provider has no obligation to provide technical support or continued availability of any particular Beta Service or feature which can be cancelled at any time by Service Provider in its sole discretion with or without notice to Customer. Customer may be asked to provide feedback regarding Customer’s experience and use (“Feedback”) of the Beta Service. Excluding any Customer Content, Customer grants to Service Provider an irrevocable, perpetual, royalty-free, worldwide license to use and incorporate any Feedback into any Service Provider product or service (including the Beta Services) for any purpose. With respect to the Beta Services, these terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.

3.8 Cookies. By using the Services or websites, Customer consents to the limited use of cookies which Service Provider uses to facilitate use of the Services and website. Service Provider does not store passwords or any other Customer personal information in the cookies, and Service Provider does not sell, trade or rent any Customer personal information to third parties.

3.9 Suspension of Service. Service Provider may temporarily suspend the Services if Service Provider determines, in its sole but reasonable discretion, that continued provision would compromise the security of the Services due to, without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities, and Service Provider will take action to promptly resolve any such security issues. Service Provider agrees to notify Customer immediately of any such suspension and, if circumstances permit, reasonably in advance of such suspension, as well as subsequent reactivation of Services.

4. ORDER, FEES, AND PAYMENT

4.1 Orders; Change Request Order. Customer may order Services using the Service Provider then-current ordering processes. All Orders are subject to acceptance by Service Provider in its discretion. All Customer information provided by or on behalf of Customer must be current, complete and accurate and Customer is responsible for keeping such information updated. Order information is subject to automatic processing by Service Provider for the purposes of managing Customer’s account. Customer may request changes in the Services to be rendered. Service Provider shall incorporate any such agreed upon changes, provided that the parties execute a change order, signed by both parties, setting forth the amended scope of work, any changes in scheduled completion dates for deliveries and/or Services and any change in the applicable fees, payment plans or associated parameters.

4.2 Fees and Payment. Customer is responsible for all fees applicable to the Services, including annual subscription fees as set forth in Exhibit C, titled “Pricing”, and any one-time implementation fees or Statements of Work (“Fees” or “SOWs”) as set forth in Exhibit A, titled “Statement of Work #1” as well as Service Order fees and other professional services or technical support fees when elected. All Fees are due and payable as detailed on the invoice and, unless otherwise agreed in writing, payments are due thirty (30) days from the delivery to Customer of a correct and complete invoice. Customer agrees to notify Service Provider of any fee dispute within fifteen (15) days of receipt of the invoice and the Parties agree to work in good faith to promptly resolve any dispute and, if so resolved, Customer will pay the agreed fees within fifteen (15) days following resolution of the dispute. Service Provider will follow Customer process for the submission of invoices via a procurement portal if applicable. Service Provider reserves the right to increase the price for Services after the Initial Term. Service Provider will notify Customer of any price changes 90 days in advance of the end date of the initial term. Price changes will be effective as agreed to in the renewal term.

4.3 Purchase Order. If a Purchase Oder (PO) is required for payment of Invoices, Customer shall be responsible to furnish its PO within one (1) week of the agreement effective date. Failure to issue a PO shall not relieve Customer of its obligations to pay all invoices pursuant to the payment’s terms above. To the extent any terms in the PO conflicts with MSA/Order Form/Exhibit/Schedule, the terms of the later (MSA/Order Form/Exhibit/Schedule) shall govern. For invoices on subsequent contract anniversary, Customer shall be responsible to provide its PO sufficiently far in advance (45 days) of the date of contract anniversary.

4.4 Discount for early payment. A discount of 2% is offered on upfront full payment of Subscription Fees and a discount of 2% is offered on upfront full payment of Implementation Fees when paid in full by Customer, and received by Service Provider, within 7 days of receipt of invoice.

4.5 Additional Services. Customer may order additional Services at any time. Unless otherwise agreed in the applicable Order, any additional Services ordered by Customer following the Effective Date are subject to the terms of this Agreement and shall be coterminous with the then current term for existing Services. Please refer to Exhibit A1 for more information on CL additional services.

4.6 Late Payments. Service Provider reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees that are past due for 90 days, and (ii) impose a reasonable charge to restore archived data from delinquent accounts that are past due over 120 days. Customer agrees to reimburse Service Provider for all reasonable costs and expenses required to be incurred in collecting delinquent amounts. Service Provider reserves the right to charge an interest rate of 12% per year (1% per month, non- compounded) on all undisputed balances that exceed payment terms by 60 days.

4.7 Taxes and Withholding. Customer shall pay all applicable federal, state, and local use and sales taxes as well as value-added taxes, which may be levied in connection with Customer’s use of the Services. Service Provider shall be responsible for the payment of all other taxes and governmental fees, including income, personal and real property taxes or other taxes on the value of the Software, and income taxes with respect to Service Provider’s income under this Agreement.

5. NOTICE

5.1 Each party shall appoint and retain at least one Contract Administrator at all times. “Contract Administrator” shall be the individual responsible for actively monitoring the obligations of Customer and Service Provider, respectively.

5.2 Any notice or demand hereunder shall be in writing and shall be sent by registered or certified United States mail, postage prepaid, or by overnight courier with a signature receipt to the respective Contract Administrators at the addresses set forth below or to such other addresses as the parties may designate in writing and shall be effective upon receipt.

If to Customer:

CUSTOMER ATTN:

Street address

City, State Zip

If to Service Provider:

Continuity Logic LLC

55 Lane Road, #303

Fairfield, NJ 07004

Attn: Peter Christensen

6. SOFTWARE SERVICES

6.1 Training. Service Provider shall provide Customer with the training specified in the SOW, without additional charge to Customer, exclusive of the training Customer has received during Customer’s evaluation period. Customer will reimburse Service Provider for reasonable and actual travel and subsistence expenses incurred by Service Provider’s personnel in traveling to Customer’s facility for such training services, approved in advance by Customer and subject to Customer’s Travel and Expense Policy.

6.2 Implementation / Professional Services Scope. The scope of implementation services that Service Provider will provide to Customer shall be governed by, and subject to, the terms of the applicable SOW.

6.3 Acceptance. Upon completion of each set of Services specified in an applicable SOW, Customer has the right to perform acceptance testing on the Deliverables, Services or Software, as applicable, to ensure that the Deliverables, Software and /or Services operate in accordance with the Documentation and the applicable specifications and requirements set forth in an applicable SOW, and materially conforms to acceptance criteria. If the Deliverables, Services or Software do not meet the acceptance criteria, Customer shall notify Service Provider, specifying the reasons in reasonable detail, and Service Provider, at no additional cost, will promptly correct the problem. Upon notification to Customer by Service Provider that the Service failures noted by Customer have been successfully corrected, Customer will receive a two-week (14 day) testing period. The Deliverables, Service and Software will be accepted after the testing period unless otherwise noted in writing by the Customer. This procedure shall be repeated until the Services have operated without a material failure or recurring systematic trouble and meet the specification herein for a continuous 10 business day period. In the event of non-notification from Customer within the two (2) week period from the date of revised deliverable, the deliverable shall be deemed accepted by Customer.

If no acceptance criteria are specified in the SOW, the Professional Services shall be accepted upon Customer’s satisfaction with the performance of services and/or delivery of specified deliverables, as defined in the SOW.

In the event that a delay in the project timeline occurs because of:

- Customer not providing timely or adequate support to complete or review the deliverables assigned to Customer as identified in the project plan, Service Provider shall be entitled to raise a Change Request for the additional cost that Service Provider shall incur to keep its resources committed on the project for the delayed timeline.
- Customer significantly delaying by more than five (5) business days the implementation of any portion of the project for a reason unrelated to Service Provider and this results in Service Provider having to allocate resources longer than planned, then both parties agree that Service Provider shall have the right to complete a Change Request and reasonably and proportionately increase the scope and/or cost of the project. If Service Provider determines that a Customer delay may affect the project plan, Service Provider shall notify Customer in writing.
- Service Provider’s inability to provide resources in a timely fashion to complete deliverables identified in the project plan, Service Provider shall not bill the Customer for the additional time. To the extent Service Provider must work beyond the designated project period to complete its commitments due to a failure to perform Services or provide Deliverables at the agreed upon level of satisfaction, Service Provider shall continue its Services to reach such level of satisfaction with no additional fees, provided there is no change in scope or Deliverables or Customer time delays that shall adversely impact the designated project timeline.

7. TITLE TO MATERIALS

7.1 Customer Content; Accounts. Customer retains all rights to any and all of its Customer Content and Service Provider shall not own or license any data, content, information or material in such Customer Content. Customer also shall have all rights and title to any Deliverables provided under this Agreement. Each party shall apply reasonable technical, physical, organizational and administrative security measures to keep Customer Content protected in accordance with industry standards, and Customer shall retain a current copy of Customer Content outside of the Services. Service Provider will not monitor Customer’s or its user’s use of the Services, and Service Provider will not view, access or process any Customer Content, except: (i) for the sole purpose of providing and supporting the Services, (ii) as directed or instructed by Customer, and/or (iii) for compliance with Service Provider policies, applicable law, or regulation. Customer shall comply with all intellectual property laws related to the Customer Content and legal duties applicable to Customer as a data controller when storing, transmitting and using Customer Content within the Services, including providing all information or notices to users and obtain user consent the users, where required by policy, regulation or law. Customer and its users shall not submit or store or transmit or use any Unauthorized PII, in Customer Content or Services unless Customer has notified Service Provider at least thirty (30) days in advance and Service Provider has given its written consent and the parties have agreed to an increase in subscription fees or modifications to the indemnification provisions when applicable, in return for the increased liability of householding such Unauthorized PII.

7.2 Customer Accounts. Customer is solely responsible for (i) the configuration of Customer’s Services account, (ii) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Services, (iii) maintaining the confidentiality of Customer’s accounts, user id’s, passwords and personal identification numbers used in conjunction with the Services, and (iv) all uses of the Services by Customer and its users. Service Provider reserves the right to suspend the Services or terminate the Agreement if Customer materially misuses or otherwise shares login information among users. Customer will notify Service Provider promptly upon learning of any unauthorized use of its account or any other breach of security. Service Provider will not be liable for any loss that Customer may incur as a result of a third party using its password or account, and Customer may be held liable for any such losses incurred by Service Provider and/or third parties. Service Provider reserves the right to review Customer’s account to confirm compliance with applicable Use Levels, and to terminate or suspend Customer’s access for material misuse. Customer agrees to pay for any overage in excess of permitted Use Levels.

8. WARRANTIES

8.1 Service Provider represents and warrants that (a) this Agreement, the Order Form and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer content, (b) Service Provider will not materially decrease the overall security applied to Customer content, Content and the Services during the Initial Term and any Renewal Term(s), (c) the Service will perform materially in accordance with the applicable Documentation, (d) Service Provider will not materially decrease the functionality of the Service during a subscription term, (e) the Service and Content will not introduce Malicious Code into Customer systems, and (f) Service Provider will pay and make proper filings relating to all taxes and other government charges due based on its provision of the Services, its payments to its employees and contractors, the conduct, revenue and profits of its business and otherwise. For the removal of doubt, in the event that Service Provider does not have nexus for sales or use tax purposes in Customer’s tax jurisdiction, then Service Provider will not be responsible for collecting and remitting such tax amounts. In the event that Customer notifies Service Provider specifying in reasonable detail how the Service fails to meet the above warranties, Service Provider shall use reasonable commercial efforts to repair the Service at no additional charge. If after notice and a 60 day period to cure, there is a continuing breach of an above warranty except for Section 8.1 (f), Customer’s exclusive remedy is that described in Section 2.2 (Termination).

8.2 Service Provider warrants that it owns, or has the right to provide, the Services and has all rights, licenses, consents, and authorizations necessary to grant the rights and licenses granted in this Agreement. Service Provider warrants that the Services will not infringe any third party’s copyright, patent, trade secret or other property or intellectual property rights. Service Provider represents that there is currently no actual or threatened suit by any such third party based on an alleged violation of any such right by Service Provider.

8.3 Service Provider warrants that all services provided hereunder, including the Services and Professional Services, will be provided in a professional and workmanlike manner by qualified and trained personnel free of material defects and in compliance with applicable laws, regulations, and ordinances.

8.4 Service Provider warrants that it will take commercially reasonable steps to continuously test the Services as furnished hereunder so that they are free from material programming errors, defects and malfunctions. If material programming errors, defects or malfunctions occur at a future time, Service Provider will take quick, but commercially reasonable steps to correct such errors.

8.5 Service Provider covenants, warrants and represents that it has taken all commercially reasonable steps to test the Services acquired hereunder for “Disabling Code” and that the Services are free of Disabling Code and that Service Provider will continue to take such steps with respect to future enhancements or modifications to the Services. Disabling Code is defined as computer instructions that alter, destroy or inhibit the Services, and/or Customer’s processing environment, including but not limited to other programs, data storage and computer libraries (hereinafter “Disabling Code”). Disabling Code includes but is not limited to programs that self-replicate without manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function.

8.6 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY APPLICABLE OR CREATED BY OPERATION OF LAW, CUSTOM, TRADE USAGE OR COURSE OF DEALINGS.

9. FORCE MAJEURE

Neither Party shall be in Default or otherwise liable for any delay in or failure of its performance under the Agreement where such delay or failure is due to any unforeseeable cause affecting the performance by a Party of its obligations under the Agreement arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control, including regulations by any Government Authority, embargoes, war, war-like actions, civil commotions, riots, uprising, revolutions, epidemics and fires (“Force Majeure Event”).

If and to the extent any disaster or Force Majeure Event has prevented or is reasonably expected to substantially prevent a Party from performing its obligations hereunder for a period of more than 90 Days, then the other Party may terminate the Agreement in part or in full.

10. INDEMNIFICATIONS

10.1 Service Provider agrees, in proportion to Service Provider’s responsibility for the infringement, to indemnify, defend, and hold harmless Customer from and against any third-party action, claim, demand, loss, or expense (including reasonable attorney fees) involving a claim that the Services or Professional Services infringe any third- party rights in respect to trademark, patent, copyright, trade secret or other intellectual property rights. Service Provider shall conduct the defense of any such third-party action arising as described herein and Customer agrees to cooperate with Service Provider in the defense of any such claim. Service Provider shall have the right to select its own counsel to control the defense of and, at its option, to settle any such suit, proceeding or claim as long as it does not admit any fault on the part of Customer or settle on terms that restrict the actions of Customer, without the prior consent of Customer.

10.2 If the use of the Services by Customer in accordance with this Agreement is held by a court of competent jurisdiction to constitute an infringement of any United States patent published prior to the date hereof or any copyright or trade secret (collectively, “Third Party Rights”) and such use is enjoined temporarily or permanently, or Service Provider believes such use will be, enjoined, then Service Provider, in addition to indemnifying Customer for any claim for infringement shall, at Service Provider’s option and at Service Provider’s expense: (i) modify the Services so they become non-infringing without materially altering their capacity or performance; or (ii) replace the Services with other services which are substantially equal in capacity and performance but are non-infringing; or (iii) reimburse Customer for all unused license fees paid hereunder.

10.3 Service Provider shall indemnify, defend, and hold harmless Customer from and against all third party demands, claims, suits, losses, causes of action, fines, or judgments including costs, reasonable attorneys’ fees and expenses incident thereto for injuries (including death) to persons or property arising out of or in connection with Service Provider’s bad faith, willful misconduct, or gross negligence in the performance of its duties hereunder, except in proportion to Customer’s responsibility for such harm. Customer shall give Service Provider prompt written notice of any such demand, claim, or suit against Customer by any third party of which Customer becomes aware and Service Provider shall defend the same. Service Provider shall carry all of the insurance policies required in Section 17 of this Agreement, in amounts in excess of, or equal to, the limits specified in that section.

10.4 In proportion to Service Provider’s responsibility for the breaches, Service Provider shall defend, indemnify and hold harmless Customer from and against all third party demands, claims, suits, causes of action, fines, or judgments including costs, reasonable attorneys’ fees and expenses incident thereto, caused by a breach by Service Provider of Service Provider’s obligations under Section 3.2 with regard to the security of Customer’s Content, provided that Customer (x) gives Service Provider prompt written notice of any such demand, claim, suit, or action against Customer by any third party of which Customer becomes aware, (y) gives Service Provider the sole control over the defense and settlement of the same, as long as it does not admit any fault on the part of Customer or settle on terms that restrict the actions of Customer, without the prior consent of Customer, and (z) provides Service Provider, at its cost and expense, all information and assistance reasonably requested by Service Provider in connection with the defense and settlement of the same. Notwithstanding any other provision in this Agreement, including all amendments or modifications, Service Provider will not, under any circumstances, indemnify Customer for the transmission, storage, and/or use by personnel of Customer of Unauthorized PII as defined in Section 7.1 and for breaches, of any kind, to the confidentiality of any Unauthorized PII.

10.5 All claims (either combined or in single) made by Customer and/or third parties shall be limited to the dollar claim values noted in the Service Provider’s Certificate of Insurance details.

11. LIMITATION OF LIABILITY

11.1 NOTWITHSTANDlNG ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR TORT DAMAGES, INCLUDING WITHOUT LIMITATION, PUNITIVE OR EXEMPLARY DAMAGES, DAMAGES RESULTING FROM LOSS DUE TO DELAY, LOST PROFITS, BUSINESS OR GOODWILL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE DELIVERY OR USE OF SERVICES EXCEED THE FEES INVOICED BY THE SERVICE PROVIDER TO CUSTOMER PURSUANT TO THE TERMS OF THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, PROVIDED THAT DURING THE FIRST YEAR OF THE AGREEMENT THIS MAXIMUM CAP SHALL BE THE AVERAGE MONTHLY FEE PAID OR PAYABLE MULIPLIED BY 12. SUCH LIMITATION SHALL APPLY WHETHER SUCH ACTION IS IN CONTRACT, TORT OR OTHERWISE.

11.3 THE LIMITATIONS OF LIABILITY UNDER SECTION 10.2 WILL NOT APPLY TO CLAIMS FOR INDEMNIFICATION, INCLUDING BUT NOT LIMITED TO FOR COPYRIGHT, PATENT OR TRADE SECRET INFRINGEMENT OR A SECURITY BREACH, AS PROVIDED IN SECTION 9 OF THIS AGREEMENT; AND A BREACH OF SECTION 11 (CONFIDENTIALITY).

11.4 The provisions of this Section 11 allocate the risks under, and in connection with, this Agreement between Service Provider and Customer, and the compensation to Service Provider under this Agreement reflects this allocation of risk and the limitation of liability agreed to under this Agreement.

12. CONFIDENTIALITY

12.1 Customer acknowledges that the Software and Services including, software design, architecture, enhancement plans, product roadmaps, client names, prospect names, trade secrets, business methods, and other proprietary information of Service Provider; are confidential and proprietary property of the Service Provider, the development of which required the expenditure of considerable time and money by Service Provider. Customer and its Affiliates and subcontractors shall treat said property in confidence and shall not use, copy, or disclose, nor permit any of its personnel to use, copy, or disclose the same for any purpose not specifically authorized under this Agreement. Notwithstanding any other provision in this Agreement, including all amendments and modifications, all intellectual property incorporated or planned to be incorporated, into the software code of FrontLine Live (branded also as CL360) is the exclusive intellectual property of Service Provider.

12.2 Customer shall not permit any personnel of Customer to remove any proprietary or other legend or restrictive notice contained or included in any material provided by Service Provider.

12.3 Customer is authorized to allow as many employees access to, and use of, the Services up to the registered user limit of the license. Customer is also authorized to allow as many vendors access to the vendor management application as the subscription license will allow. Customer may disclose the Services to contractors and/or outsourcers engaged by Customer to provide technical support services in connection with the Services. Customer shall ensure that such contractors and/or outsourcers are bound by a confidentiality agreement containing terms no less stringent than those contained in this Agreement.

12.4 Customer agrees to use the same care and discretion to avoid disclosure, publication or dissemination of the Services as Customer uses with similar property of its own which it does not desire to disclose, publish or disseminate, but at a minimum Customer shall not use less than reasonable care and discretion.

12.5 When and if Customer terminates its relationship with one or more of its Affiliates, any rights provided pursuant to this Agreement to any such Affiliate shall be deemed terminated within one hundred and eighty (180) days of its relationship termination date, and Customer shall ensure that the Affiliate shall comply with all the provisions relating to the termination of this Agreement, unless other contractual arrangements are made.

12.6 Service Provider acknowledges that it and its employees or agents will, while performing its responsibilities under this Agreement, be exposed to or acquire information that is proprietary to or confidential to Customer or its Affiliates or their customers. All information relating to the business, activities, methods, plans, strategies, forecasts and projections and information about business structures, operations, systems, finances, assets, investments, software and other technology systems, and personnel, customers, and suppliers or facilities of Customer or its customers or its contractors, including the nonpublic personal information of any of Customer’s clients obtained by Service Provider or its employees or agents in the performance of this Agreement shall be deemed to be “Confidential Information“ under this Agreement.

12.7 Non-Disclosure. During the term of this Agreement and for as long afterwards that such information remains Confidential Information, each Party and its employees and agents will not, directly or indirectly, use any Confidential Information except to provide information or services to the other party under this Agreement. Neither party shall disclose, transfer or dispose of any Confidential Information except with the other Party’s written consent. Each party shall notify the other party immediately upon discovery of any use or disclosure of Confidential Information in violation of this Section and will cooperate with the other party in every reasonable way to help the other party regain possession of the Confidential Information and prevent its further use and disclosure in violation of this Section. Each party is liable and responsible for any breach of this Section by any person or entity to whom or to which it provides access to Confidential Information.

12.8 Except with respect to the non-public personal information of Customer’s clients, the provisions of this Section 11 will not apply to information which the receiving party can establish: (i) was already in the public domain at the time of disclosure or afterwards becomes part of the public domain or otherwise through no fault of the receiving party; or (ii) was already known to or in the possession of a party without breach of any agreement or obligation of confidentiality, (iii) is independently developed by a party without use of or reference to any Confidential Information. In addition, a party may disclose Confidential Information if required or requested to be disclosed pursuant to applicable statute, law, rule, a regulator or regulation, court order or legal process, provided that the disclosing party promptly informs the other party of any such requirement (unless prohibited by applicable law from so notifying the party) and discloses no more information than is so required.

12.9 Each party recognizes and acknowledges that any use or disclosure of the proprietary information or Confidential Information of the other party in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate. Each party consents to the right of the other to seek entry of preliminary or permanent injunctive relief before any court of competent jurisdiction in the event of a breach of the terms of this Section 11.

12.10 The provisions of this Section 12 shall remain in perpetuity and shall survive termination of this Agreement for any reason.

13. RETURN OF CUSTOMER INFORMATION

13.1 Customer’s Data and the data contained therein or other Confidential Information which may be provided to Service Provider under this Agreement will remain Customer’s property and shall be returned to it by Service Provider within thirty (30) days of the termination date of this Agreement unless other provisions are made, or, with respect to any particular data files and data, on such earlier date that such data files or data may be requested by Customer or are no longer required by Service Provider in order to render services under this Agreement or as requested by Customer. Such requests for data, or for particular data files, shall be fulfilled by Service Provider at the hourly rates for consulting services provided in the most recent SOW agreed upon by the Parties. Similarly, after termination of the Services, Customer shall return to Service Provider, or destroy completely, all confidential materials of Service Provider.

14. CHOICE OF LAW AND DISPUTE RESOLUTION

14.1 Choice of Law: This Agreement and all related documents, including all exhibits, attachments/appendices, and statements of work, and all matters or disputes arising out of or relating to this Agreement are governed by, and construed in accordance with the laws of the State of New Jersey, without giving effect to its conflict of law provisions to the extent such provisions would require or permit the application of the laws of any jurisdiction other than those of the State of New Jersey. The Parties unconditionally and irrevocably agree that the United National Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or the Goods or Services provided hereunder. This Agreement shall be deemed to be entered into and shall be construed in accordance with the laws of the State of New Jersey. The parties expressly waive trial by jury in any action between them. If any action is filed arising from this Agreement, each party shall be responsible for its own attorney’s fees and costs

14.2 Dispute Resolution: governs any dispute, disagreement, claim or controversy between the parties arising out of or relating to this Agreement or its breach (the “Disputed Matter”). Either party may apply to a court of competent jurisdiction for a temporary restraining order or other provisional remedy to preserve the status quo or prevent irreparable harm. All Disputed Matters shall be referred initially to the senior contract administrator at each party. If such executives do not reach a settlement within twenty (20) calendar days after referral of the matter to them, then the parties shall proceed to the courts for resolution. Each party irrevocably and unconditionally consents to the exclusive jurisdiction of the state or federal courts located in Essex County, New Jersey and agrees to bring any action, litigation, or proceeding only in such courts. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by law.

14.3 Pending the resolution of any Disputed Matter, eachparty shall continue its performance, including but not limited to the provision of Services and the payment of all sums which are due, or which become due during the dispute resolution process.

15. SERVICE PROVIDER’S EMPLOYEES

15.1 Service Provider’s employees or authorized agents shall comply with Customer’s working rules and security regulations applicable to each location to which Service Provider’s employees have access pursuant to this Agreement. When deemed appropriate by Customer, Service Provider’s employees will be issued visitor identification cards. Such cards shall be surrendered by Service Provider’s employees upon demand by Customer or on termination or completion of its services under this Agreement. Customer reserves the right to immediately remove any of Service Provider’s employees from Customer’s facilities for any reason without prior notice to Service Provider.

16. INDEPENDENT CONTRACTOR

16.1 Service Provider agrees that at all times its personnel engaged in the performance of this Agreement shall not be considered to be the agents or employees of Customer in any respect. Service Provider shall provide liability insurance covering such damages caused, or contributed to, by its personnel, and provide all medical coverage, unemployment insurance, and workmen’s compensation insurance and other coverage required by any applicable law or regulation. Service Provider acknowledges that it is not the agent or employee of Customer in performing this Agreement. Service Provider will not do anything, which could cause any third party to consider Service Provider as anything other than an independent contractor.

17. INSURANCE

17.1 Service Provider shall furnish to Customer a certificate of insurance evidencing the minimum coverages outlined herein. Service Provider shall provide Customer with at least thirty (30) days prior written notice of cancellation of, or any material change in, the insurance coverage. Customer will not reimburse Service Provider for Service Provider’s cost of such insurance, or for any and all other insurance that Service Provider obtains for its own account. During the Term of this Agreement, Service Provider shall maintain the following levels of the following types of insurance:

A. Worker’s Compensation: $1 million limits; statutory requirements

B. Employer’s Liability: $1,000,000/$1,000,000/$1,000,000

C. Commercial General Liability: Combined single limit: $1 million per occurrence, policy general aggregate $2 million

D. Commercial Automobile Liability: Combined single limit for bodily injury/property damage for owned (if applicable), non-owned and hired vehicles: $1 million per occurrence

E. Errors and Omissions: $5,000,000

F. Fidelity Bond: $5,000,000

G. Umbrella Coverage: $10,000,000

H. Cyber Insurance: $10,000,000

17.2 Service Provider shall retain insurance that also covers subcontractors. Certificates of Insurance evidencing the required coverages and limits shall be furnished to Customer before any of the Services are commenced pursuant to this Agreement and updated at least annually and shall provide that there will be no cancellation or reduction of coverage without thirty (30) days prior written notice to Customer. All claims (either combined or in single) made by Customer and/or third parties shall be limited to the dollar claim values noted in the Service Provider’s Certificate of Insurance details.

18. MISCELLANEOUS

18.1 Modifications. This Agreement may not be amended or modified except by written instrument and signed by the parties. If Customer or any of its users is required to accept any click-wrap, shrink-wrap, browse-wrap or any other terms and conditions to access the Software, such terms and conditions shall be of no force or effect and the terms of this Agreement shall control. Any amendment must be approved on behalf of the Parties at the appropriate level of authority and must be made in writing which expressly purports to amend this Agreement, and which expressly refers to the section, Article, Schedule, Fees, Attachment/Appendix, etc. so amended.

18.2 Publicity. Service Provider shall not, without Customer’s prior written consent in each instance, issue any press release or other public announcement in connection with this Agreement, or use Customer’s name or logo on outward facing marketing materials, including press releases that identify Customer as a user of the Services. Nevertheless, as a privately held company, Service Provider may disclose Customer name and/or logo in internal financial and business reports that brief the executive team, Board of Directors, sales and support departments, and private investors and bankers of Service Provider, all of whom are bound by confidentiality provisions as defined herein.

18.3 Assignment. Each party agrees that it shall not assign or subcontract all or any part of its rights or obligations hereunder, without the written consent of the other party. Any attempt by one party to assign or subcontract this Agreement without the written consent of the other party shall be null and void and of no force or effect. Notwithstanding the previous two sentences, Customer may assign this agreement to any Affiliate under its control, or as part of the sale of that part of its business, which uses the Software and Services, or pursuant to any merger, consolidation or other reorganization, without Service Provider’s consent, upon notice to Service Provider. Moreover, Customer may now or in the future outsource some or all of its internal functions that use the Software and Services, subject to the confidentiality obligations set forth in Section 12 above. In the event a third party acquires all or substantially all of Customer’s assets, or Customer divests one of its current business areas using the Software and Services, said third party shall continue to exercise Customer’s rights and obligations under this Agreement, in accordance with pricing terms contained herein.

18.4 Binding Effect. This Agreement shall inure to the benefit of, and bind the respective successors and assigns of, the parties hereto.

18.5 Waiver. No delay or omission on the part of any party hereto in exercising any right hereunder shall operate as a waiver of such right or any other right under this Agreement.

18.6 Paragraph Headings. The paragraph headings used herein are for reference only and shall not limit or control any term or provision of this Agreement or the interpretation or construction thereof.

18.7 Exhibits and Attachment/Appendix. All exhibits/appendix/schedules/attachment referred to, or attached to this Agreement, are integral parts of this Agreement as if fully set forth herein. As executed on the Effective Date and Execution Date are also part of this Agreement.

18.8Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

18.9 This Section is intentionally left blank.

18.10 Entire Agreement. This Agreement constitutes the entire contract between the parties hereto pertaining to the subject matter hereof and supersedes all prior proposals, agreements, understandings, negotiations and discussions, whether written or oral, of the parties in connection with the subject matter hereof.

18.11 Statute of Limitations. An action for breach of this Agreement, or any other action otherwise arising out of this Agreement, must be commenced within one (1) year from the date the right, claim, demand or cause of action is discovered, or be forever barred.

18.12 Good Faith. The parties will deal with each other fairly and in good faith in carrying out and interpreting this Agreement.

18.13 Survival of Provisions. The terms and provisions of this Agreement that by their sense and context are intended to survive performance by either or both parties shall so survive the performance and termination of this Agreement, including without limitation Sections 7 (Title to Materials), 8 (Warranties), 10 (Indemnifications), 11 (Limitation of Liability), 12 (Confidentiality), 13 (Return of Customer’s Information), 14.2 (Dispute Resolution), 14.1 (Choice of Law), 18.5 (Waiver), 18.11 (Statute of Limitations), 18.13 (Survival).

Exhibit – D

Standard Support:

Maintenance and Support. For so long as Service Provider offers maintenance and support services to the general public for the licensed Product, Service Provider will provide to Customer maintenance services, upgrades and updates (“Support Services” in exhibit D1) with respect to the licensed Product for the term of this agreement as follows:

(a) Customer Responsibilities. Customer agrees to notify Service Provider promptly following the discovery of any error. Upon discovery of an error by Customer, Customer agrees, if requested by Service Provider, to submit promptly to Service Provider a listing of output and any other data, including the operating conditions under which an error occurred or was discovered, that Service Provider may reasonably require to reproduce an error.

(b) Service Provider Responsibilities — Telephone and Electronic Support. Service Provider will provide support by a primary web portal or alternatively by email and telephone. The primary web portal is monitored 24/7 by the provider, excluding holidays scheduled by Service Provider (“Normal Business Hours”), subject to modification at Service Provider’s reasonable discretion. In order to provide quality services, these support services may be used by up to 5 personnel designated by the Customer.

(c) Definitions of Support Items:

- Critical: An event that has immediate impact which renders the platform non-functional.
- High: An event that has major impact to your organization and limits the operation of the platform with no workaround.
- Medium: An event that disrupts business operations. A workaround is available.
- Low: An event that does not have an impact to your organization.

(d) Response to errors/Issues. Service Provider will provide Support Services to Customer to ensure a consistent and high level of operation of the licensed Product. In the event Customer notifies Service Provider of an error in the licensed Product, Service Provider will provide Support Services necessary to correct an error in accordance with the terms of this Agreement. Service Provider reserves the right to reclassify a Customer issue based upon the severity of the impact to the Customer. Service Provider also reserves the right to re-classify severity type (if wrongly classified by Customer) of any reported defect. If Service Provider determines that any reported defect is in fact a defect caused by the customer and/or a service request, Service Provider shall charge Customer for additional services requests at the specified service packages pricing. Service Provider shall use commercially reasonable efforts to correct errors in accordance with the following response times and with as little disruption to Customer as commercially practicable:

(i) Critical errors/issues. Service Provider shall, within One (1) hours of the receipt of notice of any Critical error, contact Customer to verify such Critical error and begin a resolution process. Upon verification of such Critical error, Service Provider will use commercially reasonable efforts to resolve the error within 24 hours as described in the below table.

(ii) High errors/Issues. Service Provider shall, within Two (2) hours of the receipt of notice of any High error, contact Customer to verify such High error and begin a resolution process. Upon verification of such High error, Service Provider will use commercially reasonable efforts to resolve the error as described in the table below.

(iii) Medium errors/Issues. Service Provider shall, within the next business day of the receipt of notice of any Medium error, contact Customer to verify such error and begin a resolution process. Service Provider will initiate work to resolve the error as described in the table below. It is called also Moderate severity.

(iv) Low errors/Issues. Service Provider shall, within the Three (3) business days of the receipt of notice of any Low error, contact Customer to verify such Low error and begin a resolution process. Service Provider will initiate work to resolve error as described in the table below.

Self-Service Portal Online access to ticketing system to report an incident. Support Online: https://thehub.continuitylogic.com

Response will be as per the Response Time described below:

SEVERITY	RESPONSE TIME	RESOLUTION TIME	CONTACT METHOD
CRITICAL	Up to 1 hour	Up to 24 hours or workaround	Phone Call, Support Ticket, Emai
HIGH	Up to 2 hours	Up to 5 days or next maintenance release or workaround	Phone Call, Support Ticket, Emai
MEDIUM	Within 24 hours	Next maintenance release	Phone Call, Support Ticket, Emai
LOW	Within 72 hours	As appropriate	Column 4 Value 4

(e) Exclusions from Support Services. Support Services do not cover services for (i) any failure or defect in the licensed Product caused by the improper use, alteration, or damage of the licensed Product by Customer or persons not authorized by Service Provider; (ii) modifications to the licensed Product not made by Service Provider; (iii) software not provided or approved by Service Provider; (iv) use of the licensed Product on hardware that has not been approved by Service Provider or (v) any modifications, changes or customizations (collectively referred to as “modifications”) made by Service Provider to the licensed Product specifically for the benefit of Customer and that are not incorporated into Service Provider’s standard software generally offered to other Customers, commencing forty-five (45) days after such modifications have been accepted by the Customer. Any support service is required to be given on other than agreed defects will be additionally charged to Customer based on the specified service packages pricing. Support performed by Service Provider related to any of these exclusions will be charged to Customer on a Time and Material at the Fixed T&M rate basis or Fixed Price basis.

(f) Form of Releases. Service Provider reserves the sole right to provide any error Correction or Workaround under this Agreement in one of three forms, and at Service Provider’s sole discretion and depending on the nature, size, scope and impact of such error Correction or Workaround, as applicable. The three forms include:

(i) Service Bulletins. Written advisory form, which may include suggested modifications to the licensed Product in written form.

(ii) Software Modifications. Machine readable modifications to the licensed Product, with revision levels clearly identified.

(iii) New Software Releases. Machine readable software updates of the licensed Product that must be reinstalled and/or upgraded by the Customer, with revision levels clearly identified.

Escalation Levels on Support:

Escalation Level	Contact Notified	Response Times of Contact
Escalation Level 1	Production Support	Within SLA
Escalation Level 2	SVP/VP, Customer Solutions	Next Business Day
Escalation Level 3	Customer Account Manager	Next Business Day
Escalation Level 4	CEO, Continuity Logic	Next Business Day

Standard System Availability: 99.95% of the time, each calendar month, measured excluded scheduled downtime.

Monthly Availability	Credit
Between 100% and 99.95%	none – standard met
Between 99.95% and 99.90%	5% of the charges for that month
Below 99.9%	10% of the charges for that month

a. The monthly uptime percentage is defined as the number of unavailability minutes out of the total minutes in the relevant calendar month not including scheduled maintenance time.

b. The Service Availability Credits shall be calculated by multiplying the applicable credit percentage as shown in the table above by 1/12 of the annual license fees payable by Customer to Service Provider.

Service Level Credits shall be applied towards one of the following options except the case of no renewal further:

Customer shall have the ability to either deduct penalty/service credit from the next Invoice payment on the annual Hosted Subscription fee for the following year.
Customer can also use it against future service works and get service credit adjusted against agreed service works fees.

Exception

If the Service Level Credit arises in the final year and Customer is not going for renewal, Service Provider shall refund such Service Level Credit per month if any (not more than ceiling amount per month of Service credit) to the Customer.

Exhibit – D1

“Support Services” means the on-going software maintenance and support to be performed by Service Provider pursuant to this Agreement.

Resolving reported defects. By:
- Troubleshooting the issues in a screen share call if we are not able to reproduce the issues.
- Supporting for any type of severity issues (Critical, High, Moderate and Low) agreed by both parties.
- Responding to the issue within the SLA.
- Resolving the issue within the SLA.

Answering Questions from Customers
Rectifying form configurations/authorizations/rules during the warranty period of 45 days after from the Implementation date to Support signed SOW. All other services will be charged as part of the SOW services agreement.
Providing training on the complete Support process.
Providing training and documentation new features. Training and documentation on new features are accessible for all customers and not specific to any customer-specific configurations. Any customer specific training is considered a service and charged as part of the SOW services agreement.