SERVICE & MAINTENANCE AGREEMENT

IMPORTANT: THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN THE PERSON, OR ORGANIZATION THAT HAS LICENSED THIS SOFTWARE ("YOU" OR "CUSTOMER" OR LICENSEE) AND ___________INC. (COMPANY). BY PURCHASING THE SERVICE PACKAGE HEREUNDER, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THESE TERMS, THEN DO NOT INSTALL AND/OR USE THE SOFTWARE AND RETURN THE SOFTWARE TO YOUR PLACE OF PURCHASE FOR A FULL REFUND IN ACCORDANCE WITH ITS REFUND POLICIES. THIS AGREEMENT SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY THE COMPANY HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN. SOFTWARE MEANS ONLY THE COMPANY SOFTWARE PROGRAM(S) AND THIRD PARTY SOFTWARE PROGRAMS, IN EACH CASE, SUPPLIED BY THE COMPANY HEREWITH, AND CORRESPONDING DOCUMENTATION, ASSOCIATED MEDIA, PRINTED MATERIALS, AND ONLINE OR ELECTRONIC DOCUMENTATION. ANY UPDATES TO SUCH SOFTWARE WHICH YOU MAY BE ENTITLED TO RECEIVE UNDER YOUR PURCHASE ORDER, TO THE EXTENT APPLICABLE, AND THAT HAS BEEN PROVIDED TO YOU BY THE COMPANY SHALL ALSO MEAN SOFTWARE FOR PURPOSES OF THIS AGREEMENT.
1. Term. This Maintenance Agreement shall enter into force on the date hereof and shall remain in force for 12 (twelve) month thereafter. This Agreement shall renew automatically, for subsequent periods of twelve (12) months (at the same Service Level), unless the Licensee notifies the Company, in writing, at least ninety (90) days prior to the end of the previous Maintenance Period, that it does not wish to renew this Agreement or that it wished to change the Service Level. 2. Maintenance Services. Licensee wishes to obtain from the Company and the Company wishes to supply to Licensee the Maintenance Services included in the Basic/Preferred/Enterprise, as described in the Service Level Appendix attached hereto and as prescribed by the Licensee at its order and payment. 3. Annual Maintenance Fee; Warranty a. Maintenance Fee: The Licensee shall pay the Company, for the provision of the Maintenance Services hereunder, an annual maintenance fee as described in the Service Level Appendix for the Basic/Preferred/Enterprise ("Maintenance Fees"). b. Warranty: As a warranty of compliance of the Software, the Company will provide to Licensee, a Basic Service Level for no consideration, for the first 3 (three) months of the Maintenance Period of this Agreement. In the event that Licensee shall not purchase Preferred or Enterprise Service Level, this Agreement shall terminate after the lapse of the first 3 (three) months from the date of purchase of the license of the Software. 4. Limitations. Without limiting any provisions limiting liability under this Maintenance Agreement or the End User License Agreement the Licensee has entered into, the Companys

Maintenance Services and the warranty hereunder shall not extend in the event the Software, or any part or component thereof: a. Have been subject to misuse, negligence, accident, improper installation, use or maintenance by anyone other than the Company, or; b. Have been modified, repaired or altered by anyone other than the Company, without the prior written approval of the Company; or c. Have been combined with or installed on/with software products, or equipment of the Licensee or any other vendor, which is not the part of the Software; or d. Have been damaged by causes beyond the control of the Company. 5. Licensee Responsibilities a. Assistance: Licensee shall grant to the Company such remote or actual access to the Licensee premises, to the extent required all parts of the Software situated thereon, as may be necessary or appropriate for the Company to perform its obligations under this Agreement. The Licensee will grant the Company such access to information by the Licensee's personnel and third party network and other suppliers of the Licensee as may be necessary to enable the Company to perform its obligations under this Agreement. b. Remote Access: Licensee shall install and provide the Company with access to the Software as a prerequisite for support. c. Acknowledgement: The Licensee acknowledges that compliance with its undertakings hereunder and under the End User License Agreement is essential to enable the Company to provide the Maintenance Services in accordance with its undertakings hereunder, including without limitation, for the Companys compliance with the schedules and timeframes set forth in the Service Level Appendix. 6. Termination. Termination of this Agreement can be made by either party b y notifying the

other in writing at least ninety (90) days prior to the expiration of any such annual maintenance and support period.
7. General. The provision of sections 3, 4, 5, 6, 7 of the End User License Agreement the Licensee entered into by installing the Software shall apply to this Agreement, mutatis mutandis. The provisions of section 6 of the End User License Agreement shall apply to this Agreement, except that in no event shall the liability of the Company, including without limitation, its obligation of indemnification, in respect of the services provided hereunder, exceed the Maintenance Fee actually paid to the Company for said Maintenance under this Agreement.

SERVICE LEVEL APPENDIX This Service Level Appendix (this Appendix) describes the Service Levels offered by the Company: Basic, Preferred and Enterprise. The following table summarizes the coverage of each package: Basic (Valid for 3 months only) Software Maintenance software corrections Preferred Enterprise

Software Service Releases - a release that remedies existing Software problems and which may contain enhancements to existing features. Support Email - Normal response time will be no more than 60 minutes for critical problems, no more than 6 hours for major problems and no greater than two business days for minor problems. Support Hotline - Normal response time will be immediate to 120 minutes for critical problems, immediate 6 hours for major problems and no greater than two business days for minor problems. Remote Diagnosis Software Upgrades - a new release of the Software that includes significant improvements to the functionality of existing features, or improvements to platform infrastructure designed to enable the Software to deliver new features. Response Time Support Hotline

Monday- Friday 8:00am to 5:00pm EST

Monday- Friday 8:00am to 5:00pm EST

Per Purchase Order