Service Offering for  
Software Maintenance Services

If a customer (“You” or “Customer”) has obtained a software license from Singlewire Software, LLC (“Singlewire”), then the software maintenance services described in this Service Offering for Software Maintenance Services (this “Service Offering”) may be available to Customer. To the extent Singlewire accepts Customer’s order for such software maintenance services (the “Support Services”), then subject to the terms and conditions located in this Service Offering:

1. CERTAIN DEFINITIONS

1.1 - “Covered Software” means the software and/or supporting documentation (whether in written or electronic form) that is the subject of this Service Offering and for which Customer has obtained a software license from Singlewire.

1.2 - “Program Fixes” means software, Work Product and/or supporting documentation designed by or through Singlewire to reduce or remove deviations between any descriptions, statements, specifications, photographs or other illustrations of the Covered Software and its actual operation by Customer (“Deviations”). Program Fixes become part of Covered Software after they have been delivered to Customer hereunder.

1.3 - “Program Updates” means software, Work Product and/or supporting documentation, including, but not limited to, new versions of and/or additions to the Covered Software, designed by or through Singlewire to improve operating performance of the Covered Software without adding to or altering basic functionality. Program Updates become part of Covered Software after they have been delivered to Customer hereunder.

1.4 - “Program Modifications” means software, Work Product and/or supporting documentation, including, but not limited to, new versions of and/or additions to the Covered Software and/or new software modules, designed by or through Singlewire to add to and/or alter the basic functionality of the Covered Software.

1.5 - “Custom Applications of the Covered Software” means Program Modifications and/or other software or products adapted to interact with the Covered Software specifically ordered by Customer. Custom Applications of the Covered Software do not become Covered Software hereunder except to the extent Singlewire accepts Customer’s order to have them specifically included.

1.6 - “Required Consents” means consents or approvals required to give Singlewire and its subcontractors and/or agents the right or license to access, use and modify all data and third party products.

1.7 - “Support Services Term” means the period of time for which Singlewire will perform Support Services under this Service Offering.

1.8 - “Terms and Conditions” has the meaning ascribed to it in Section 5.

1.9 - “Work Product”, “Confidential Information” and “Seller’s Software Information” have the meanings ascribed to them in the Terms and Conditions, and each includes, but is not limited to, the Program Fixes, the Program Updates, the Program Modifications and Custom Applications of the Covered Software.

2. SUPPORT SERVICES

2.1 During the Support Services Term, Singlewire will provide the following Support Services to Customer, all as more specifically detailed in Schedule A appended to the end of this Service Offering (“Schedule A”):

(a) Program Fixes Make reasonable efforts to provide Program Fixes for reproducible material Deviations, provided, however, Customer notifies Singlewire in writing specifying with particularity the material Deviation.

(b) Casual Consulting Provide, subject to limits specified in Schedule A, technical advice and assistance in the interpretation of the supporting documentation and/or guidance on the use of the Covered Software by telephone during normal Singlewire working hours.

(c) Program Updates Provide any Program Updates generally made available to other customers of Singlewire who also then are receiving software maintenance support services from Singlewire for the Covered Software.

(d) Program Modifications Provide any Program Modifications generally made available to other customers of Singlewire who also then are receiving software maintenance support services from Singlewire for the Covered Software.

2.2 The following are not Support Services under this Service Offering:

(a) The provision of any Custom Applications of the Covered Software;

(b) Interpretation of the results obtained from the use of the Covered Software;

(c) Assistance with network configuration, management and/or troubleshooting;

(d) Assistance with questions related to computer hardware and/or peripherals that are not directly related to the use of the Covered Software;

(e) Assistance with computer operating system questions not directly pertinent to the Covered Software;

(f) Data debugging and/or correcting;

(g) Services necessitated as a result of any cause other than authorized, ordinary and proper use by Customer of the Covered Software, including, but not limited to, neglect, abuse, unauthorized modification, unauthorized maintenance and/or electrical, fire, water or other damage;

(h) Consulting and/or development services (including script writing) regarding Custom Applications of the Covered Software; and/or

(i) Assistance with policy planning for the implementation of the Covered Software.

2.3 Support Services will be provided remotely during regular Singlewire business hours.

2.4 Response times and escalation procedures are described in Schedule A.

2.5 In addition to the Terms and Conditions, Singlewire’s sale and/or provision of Support Services during the Support Term is conditioned upon the following, and any failure on the part of the Customer thereof will be deemed to be a material breach of Singlewire’s agreement with Customer:

2.5.1 Customer’s installation and continued use of only the then-current version of each item of Covered Software, provided, however, that Customer has a transition period of up to twelve (12) months from the release of the newer version of such Covered Software to install and begin using the same exclusively.

2.5.2 Customer’s cooperation with Singlewire in connection with performance of the Support Services by providing (i) timely responses to Singlewire’s inquiries and requests for approvals and authorizations, (ii) controlled and supervised access to any information or materials reasonably requested by Singlewire which are necessary or useful as determined by Singlewire in connection with providing the Support Services, including, but not limited to, remote access to the Covered Software and “Designated Machine” (as identified in the license key provided with the license to the Covered Software), (iii) all Required Consents necessary for Singlewire to provide the Support Services, and (iv) immediate termination of access rights and immediate removal of access during all periods of time for which Singlewire is not actively performing Support Services.

2.5.3 Customer’s acknowledgement the Support Services are dependent upon the completeness and accuracy of information provided by Customer and the knowledge and cooperation of the agents, employees and/or subcontractors of Customer engaged or appointed by Customer to work with Singlewire.

3. ADDITIONAL SERVICES

3.1 Services performed at Customer’s request that are not included in Section 2.1 are performed on a time-and-materials-plus–travel-and-other-expenses basis, at Singlewire’s rates in effect at the time such services are provided, and are subject to Singlewire’s Terms and Conditions for Sales then in effect.

4. TERM AND TERMINATION

4.1 Free Support Services may be provided for an initial Support Services Term specified by Singlewire. If Singlewire accepts Customer’s order for Support Services following any initial Support Services Term, the Support Services Term will be extended one (1) year beyond the expiration of any such initial Support Services Term. Either the initial Support Services Term or any subsequent Support Services Term may earlier expire or be terminated as provided for herein. Singlewire may accept Customer’s order for support services for additional one (1)-year terms, in which case, the then-current Service Offering for Software Maintenance Services will apply.

4.2 The Support Services Term will automatically expire upon expiration or termination of the written or electronic license agreement for the Covered Software, and no refund shall be due as a result except to the extent specified in the Terms and Conditions.

4.3 Either party may terminate the Support Services Term without cause upon sixty (60) days’ advance notice. If terminated by Singlewire, Customer will be refunded a prorated portion of the fee previously paid (to account for periods of time for which Support Services will not be provided). If terminated by Customer, no refund shall be due except to the extent specified in the Terms and Conditions.

4.4 Either party may terminate the Support Services Term for cause if the other party fails to cure a material default in the time period specified below. Any material default must be specifically identified in a notice of termination. After notice, the notified party will have thirty (30) days to remedy its performance, except that it will only have ten (10) days to remedy any monetary default. Failure to remedy any material default within the applicable time period provided in this Section 4.4 will give cause for immediate termination, unless such default is incapable of being cured within the time period. If terminated by Customer, Customer will be refunded a prorated portion of the fee previously paid (to account for periods of time for which Support Services will not be provided). If terminated by Singlewire, no refund shall be due.

4.5 In the event of any expiration or termination of the Support Services Term, Customer will pay Singlewire for all Support Services up to and including the date of such expiration or termination.

4.6 If Customer discontinues receiving Support Services for any reason (including, but not limited to, Customer’s termination of the Support Services Term) and if Customer later seeks to re-enroll for Support Services, Customer will be subject to incremental re-enrollment charges as determined by Singlewire, up to and including the cost of repurchasing software licenses.

5. TERMS AND CONDITIONS FOR SALES.

THIS SERVICE OFFERING IS AND THE PROVISION OF THE SUPPORT SERVICES ARE EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS FOR SALES (the “Terms and Conditions”) LOCATED AT WWW.SINGLEWIRE.COM/TERMS AND THOSE TERMS AND CONDITIONS ARE INCORPORATED BY REFERENCE INTO THIS DOCUMENT AS IF FULLY STATED HEREIN. EXCEPT TO THE EXTENT WAIVED, AMENDED OR MODIFIED BY AN OFFICER OF SINGLEWIRE IN A SIGNED ELECTRONIC OR WRITTEN DOCUMENT, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND SHALL BE DEEMED TO HAVE ACCEPTED THEM BY SIGNING AN ACKNOWLEDGEMENT OF THEM, PLACING AN ORDER, ACCEPTING DELIVERY OF A PRODUCT AND/OR PERMITTING, EXPRESSLY OR IMPLIEDLY, A SERVICE TO COMMENCE. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU OR ON YOUR BEHALF ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS, AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.

Schedule A of Service Offering for Software Maintenance Services: Support

Singlewire provides Customer with 24-hour access to a compilation of technical advice via the Knowledge Base located on Singlewire’s website. Singlewire’s support personnel may be reached at 608.661.1140 - Option 2 or support@singlewire.com by Customer’s technical support employees and contractors. Singlewire cannot accept calls or emails from unauthorized Customer contacts (such as end users of the Covered Software).

Escalation and Problem Management

Escalation and problem management will be handled according to Singlewire practices. The following guidelines illustrate the roles and responsibilities of the different Singlewire support levels.

Table 1 illustrates the priority level guidelines that Customer can expect when Singlewire is responding to Customer situations.

Table 1—Severity Guidelines

Singlewire Support Level

Support will be assigned the appropriate level, and will be escalated as necessary.

Table 2—Support Levels