DataSync Hosting Terms of Service

This DataSync Agreement (“Agreement”) is effective at the time the service is provided.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree:


1. DEFINITIONS
1.1 "Company’s Data" shall mean any data, information or material submitted by Company during its usage of the Service.

1.2 "Initial Term" shall mean the initial period of time in which Company pays to receive the Service.

1.3 "License Administrator" shall mean the person that Company designates to purchase usage of the Services and create accounts for additional Users or otherwise administer the Company’s use of the Service.

1.4 "Service(s)" shall mean the provision of access via the Internet to all hosted applications

1.5 "DataSync Technology" shall mean all of the DataSync's proprietary technology (including, but not limited to, hardware, software, documents, processes, algorithms, user interfaces, and know-how) and services made available by providing the Service to Company.

1.6 “Term” means the Initial Term and each renewal term, collectively.

1.7 "Licensed User" or “User” means a Company employee, contractor or agent authorized by Company to use the Software per the terms of this Agreement. "Initial Licensed User" means a Company employee, contractor or agent authorized to use the Software upon Company’s payment of the License Fee. "Additional Licensed Users" means a Company employee, contractor or agent authorized to use the Software after the Company has paid the License Fee but prior to the termination or expiration of this Agreement. Collectively, all of the "Initial Licensed Users" and "Additional Licensed Users" comprise, and shall be referred to, as the "Licensed Users".

Company shall be responsible for any act or omission of Company’s contractors and agents that are Licensed Users and of Company’s contractors and agents that are Licensed Users compliance with all of the terms of this Agreement. Any action or breach by any of Company’s contractors and agents that are Licensed Users shall be deemed an action or breach by Company and vice versa and references to "Company" are not intended to be exclusive.

1.8 “Party” or “Parties” the singular of which means either DataSync or Company as the context requires, the plural of which means both DataSync and Company.

1.9 “Fees” mean the monthly fees identified in Exhibit A that Company must pay to use the Services.

1.10 “User Fee” or “User Fees” means the Fees paid per Licensed User.

1.11 “Software” refers to all applications that are hosted on DataSync's application hosting environment.

1.12 “Errors” one or more reproducible deviations in the unmodified Software from the applicable
specifications shown in the documentation accompanying such Software.

2. LICENSE GRANT
Subject to the terms and conditions of this Agreement, DataSync hereby grants Company and its Users a non-exclusive, revocable, non-transferable, non-sublicensable right to use the Service and DataSync Technology for the Term of this Agreement, solely for Company’s own internal business purposes. All rights not expressly granted to Company are reserved by DataSync and its licensors.

3. RESTRICTIONS
Company shall not, directly or indirectly, (i) sublicense, resell, rent, lease, distribute, or otherwise transfer rights or usage to the Service or DataSync Technology for any purpose including timesharing or service bureau purposes; (ii) create Internet links to the Service, (iii) "frame", “fork” or "mirror" any DataSync Technology on any other device; or (iv) reverse engineer the DataSync Technology or access the Service or copy any ideas, features, functions or graphics of the Service for any purpose other than what is expressly authorized in this Agreement. Company may not permit any of its affiliates or subsidiaries to use the Service under Company’s subscription. The DataSync Technology and the Service includes modules that reports the number of authorized Users and permits DataSync the ability to monitor certain usage of the DataSync Technology and/or the Service ("Critical Control Software") which is fundamental to the business of DataSync. For the avoidance of doubt, neither the Company nor the Users may modify any portion of the Critical Control Software. The violation of this prohibition shall be deemed a material breach of this Agreement and DataSync may immediately terminate this Agreement. Except as expressly provided herein, no licenses of any kind are granted hereunder, whether by implication, estoppel, or otherwise.

4. DATA RETENTION/BACKUP
DataSync includes daily data backup for 30 days back from current data state. This backup is performed daily (backup will take place between 7pm and 6am CST) and will include software package(s), database, and files. Files, database values, or software configurations deleted for more than 30 days will be permanently destroyed. Company is responsible for retaining backups for more than the included 30 days. DataSync is not liable for data that is intentionally or unintentionally deleted or removed by Company. If Company requires additional backup archiving, a DataSync backup agreement is required.

5. CLIENT-SIDE SOFTWARE SUPPORT
DataSync agrees to provide download access for client-side software tools. This includes vendor supported desktop, laptop, or any other locally installed connectors and tools. DataSync also agrees to provide any available installation and configuration information (which may be in the form of web links) to Company. Company is responsible for the installation, configuration, and ongoing maintenance of all client-side software. DataSync offers client-side support services for an additional charge and is outlined in the “DataSync Client-Side Software Support” agreement. DataSync and other associated services are developed, operated, and maintained by DataSync and its partners, while at all times the DataSync Software and partner Software remains on DataSync's servers.


6. COMPANY'S RESPONSIBILITIES AND DATA
6.1 User Accounts: Company shall designate a License Administrator and notify DataSync of the identity and contact information for said License Administrator. The License Administrator may add Users to Company’s subscription to the Service by placing an order with DataSync. Company is responsible for all activity occurring under Company’s User’s accounts. Company shall notify DataSync immediately of any unauthorized use of any password, account, copying or distribution of the DataSync Technology. User accounts cannot be shared or used by more than one individual User but may be reassigned to new Users replacing former Users.

6.2 Company’s Data: DataSync does not own any of the Company’s data. Company is solely responsible for the accuracy, integrity, and legality of Company’s Data. DataSync shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to any of Company’s Data. Company shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code. Company represents and warrants that it is in compliance with and will comply with all applicable privacy and data protection laws and regulations with respect to any of Company’s Data uploaded or submitted to the Service and its performance of its obligations under this Agreement, Company will indemnify, defend and hold DataSync harmless from any claims, losses and causes of action arising out of or related to Company’s breach of the foregoing representation and warranty.

7. INTELLECTUAL PROPERTY OWNERSHIP
DataSync and its licensors own all right, title and interest to the DataSync Intellectual Property, the DataSync Technology, the Service, any modifications thereto, and any modifications, ideas, or recommendations provided by Company. This Agreement does not convey or transfer any ownership rights in the Service, DataSync Technology or DataSync Intellectual Property. The DataSync name, logo, and trade names are trademarks of DataSync and no right is granted to use them except as expressly granted herein.

8. PAYMENT TERMS
8.1 Fees: Company shall pay all Fees associated with providing the Service in accordance with the provisions of Exhibit A. The initial charges shall equal the total number of Users at the time of signing up multiplied by the per User Fee in effect at the time of ordering the Service. Company shall pay for all User Fees ordered for the Term, whether or not all Users use the Service. Term will be paid in monthly, quarterly, or yearly increments, as identified in Exhibit A. Pricing discounts will apply for quarterly or yearly billing as determined by DataSync.

8.2 Payments: Company shall make Fee payments for renewal on a monthly, quarterly, or annual basis, consistent with the Initial Term. Pricing will be in accordance with the Fee structure identified in Exhibit A.


8.3 Payment Type: Company must provide DataSync with a valid credit card, debit card, PayPal, or bank transfer information prior to receiving the Service. Company shall make Fee payments for added Users during any Term of this Agreement and will be billed automatically for Services. All Fees paid to DataSync are non-refundable. Additional User Fees shall be assessed at the then-current rate and, if added in the middle of a billing cycle, charged for the remaining portion of the billing cycle. DataSync reserves the right to modify its Fees upon thirty (30) day prior written notice which may be provided by e-mail to the e-mail address identified in section 8.4. DataSync will automatically bill Company’s credit card or alternative payment form in the billing frequency established by the length of Company’s Initial Term. The renewal charge will be equal to the number of Users multiplied by the then current per User Fee. Company agrees to provide DataSync with complete and accurate billing and contact information. If invoiced by DataSync, payments for such invoices are due net 30 days. DataSync may terminate the Service if the billing or contact information is false or fraudulent. Company will also pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any United States federal, state, provincial or local government entity or any non-US government entity on the transactions contemplated by this Agreement, excluding taxes based upon DataSync’s net income.

8.4 Non-Payment: DataSync may terminate this Agreement and Company’s access to the Service for Company’s non-payment of Fees that is delinquent by thirty (30) days or more. If DataSync terminates this Agreement for such non-payment of Fees, DataSync has no obligation to retain any of Company’s Data which may be irretrievably deleted if Company has not requested such Company’s Data from DataSync within thirty (30) days of the effective date of termination pursuant to Section 9.1 below. Company agrees that DataSync may charge unpaid Fees to Company’s credit card or otherwise bill Company for unpaid Fees.

8.5 Records Retention. Company shall maintain accurate records necessary to verify the number of Users. Upon DataSync’s written request, Company shall provide DataSync with such records within ten (10) days. If Company has more Users than Company has paid for, Company shall immediately pay DataSync the applicable Fees for such additional Users, in addition to any costs incurred by DataSync associated with reviewing such records.

9. TERM AND TERMINATION
9.1 Term: This Agreement shall be effective as of the Effective Date. The Initial Term will be for one year commencing on the Effective Date. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at DataSync's then current Fees. In case of Users who are authorized and added after the beginning of the Initial Term, the Term of their usage of the Service shall be coterminous with the preexisting Term. Upon termination or expiration of this Agreement DataSync will make available to Company Company’s Data in standard SQL, CSV, text, or other standardized and reproducible format within ten (10) days of the effective date of such termination or expiration, upon Company’s request.

9.2 Termination: Company may terminate this Agreement or reduce its number of Users at the end of each Term by notifying DataSync in writing at least ten (10) business days prior to the end of the then-current Term. Company may, acting reasonably, terminate this Agreement if: (1) DataSync breaches or otherwise fails to comply with the provisions of this Agreement, including the service level provisions within the Exhibits attached hereto, and Data Sync has not cured such breach within ten (10) business days of Company’s notice specifying the alleged breach, or (2) bankruptcy or insolvency proceedings are taken by or against DataSync or if a receiver, trustee or other similar person is appointed over DataSync’s assets. DataSync may terminate this Agreement without cause or reduce the number of Users at any time by notifying Company in writing at least thirty (30) days prior to such termination. DataSync may, acting reasonably, terminate Company’s use of the Service if : (1) Company breaches or otherwise fails to comply with this Agreement and Company has not cured such breach within ten (10) business days of DataSync’s notice specifying the alleged breach, or (2) bankruptcy or insolvency proceedings are taken by or against Company or if a receiver, trustee or other similar person is appointed over Company’s assets..


Company's obligation to make a payment of any outstanding, unpaid Fees, DataSync’s obligation to provide Data to Company in accordance with section 9.1, and the provisions of Sections 3 and 10 shall survive termination or expiration of this Agreement.

10. CONFIDENTIALITY
Company and DataSync agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, non-public technical and business information (“Confidential Information”) for a period of two (2) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information or the open source version of the DataSync software licensed under the DataSync Public License. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party’s Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.

11. REPRESENTATIONS, WARRANTIES & LIABILITY

11.1 DataSync represents and warrant to Company that:

(a) that it will provide the Service and Software in a manner consistent with general industry standards and that the Service will perform substantially in accordance with the service levels identified in Exhibit B;
(b) it will provide uptime for Services and to the best of its ability with current technology available;
(c) it has the right to enter into this Agreement;
(d) the Software has been designed in a proper and workmanlike manner; and
(e)the system on which the Software is hosted includes reasonable attacker defences and security measures, and is configured with reasonable security measures regarding data theft (through SSL encryption) and unauthorized network access from third parties.

11.2 DataSync will use reasonable efforts to correct all Errors with respect to the Software and the use thereof, however, it:

(a)does not guarantee that all Errors can or will be corrected, nor that the Software’s use will be uninterrupted or error-free;
(b)shall not be responsible for problems caused by changes in Company’s computer hardware, computer operating systems, or communications technologies; and
(c)shall not be responsible for any Errors or problems associated with the Software or the use of the Software caused by accident, misuse, modification or misapplication by Company.

11.3 For any claim concerning breach of the exclusive representations and warranties given in section 11.1, Company shall be limited to its actual damages by the limits set forth in Article 13 of this Agreement.

11.4 If any portion of the DataSync Technology is held to infringe any third party intellectual property rights, then DataSync will, at its expense and option: (i) obtain the right for Company to continue to use the Service; (ii) modify the software so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component.

12. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE NOT GUARANTEED AND ARE PROVIDED “AS IS” AND DATASYNC GIVES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO UNINTERRUPTED OR ERROR FREE SERVICE, ACCESSIBILITY, SECURITY, MERCHANT-ABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

13. FORCE MAJEURE, LIMITATION OF LIABILITY
13.1 Force Majeure. Except for the payment of Fees, neither party shall be in breach of this Agreement due to failure of performance that arises out of causes beyond its reasonable control.

13.2 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DATASYNC BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE), INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR DATASYNC'S PERFORMANCE INCLUDING WITHOUT LIMITATION (A) THE DATASYNC TECHNOLOGY OR THE SERVICES, (B) ANY INTERRUPTION OF USE OF THE DATASYNC TECHNOLOGY OR THE SERVICE OR (C) FOR LOSS, INACCURACY OR CORRUPTION OF COMPANY DATA, EVEN IF DATASYNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Limitation on All Damages. IN NO EVENT SHALL DATASYNC'S LIABILITY HEREUNDER FOR CLAIMS IN THE AGGREGATE, EXCEED THE AMOUNT THAT COMPANY PAID TO DATASYNC UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY.

14 GENERAL
This Agreement will be governed by and construed in accordance with the laws of the State of South Dakota and the federal U.S. laws applicable therein, excluding its conflicts of law provisions, and Company and DataSync agree to submit to the personal and exclusive jurisdiction of the courts located in Minnehaha County, South Dakota. The parties agree the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. This Agreement, and the documents referenced in this Agreement, constitutes the entire agreement between Company and DataSync relating to its subject matter and all terms herein and supercedes all prior or contemporaneous agreements or understandings. Notices regarding this Agreement shall be in writing and addressed to Company at the address Company provides, or, in the case of DataSync, when addressed to DataSync, Attn. Legal Counsel, 2329 N Career Ave, Sioux Falls, SD 57107. Notices regarding the Service in general may be given by electronic mail to Company’s e-mail address on record with DataSync and such notice shall be deemed to have been delivered twelve (12) hours after sending.

Exhibit A: Pricing Terms

Pricing terms are quoted with DataSync's standard hosting pricing. Company agrees to pay all hosting pricing in the terms outlined in this agreement. Failure to pay within the terms will result in termination of all DataSync services.

Exhibit B: Support

A. Definitions
i. Authorized Contacts: The qualified individuals selected by Company and approved by DataSync who are authorized to contact DataSync for Back-End Support. The number of Authorized Contacts for a particular Support Services Plan is as set forth below.

ii. Back-End Support Services: The services of identifying Errors and providing Maintenance Patch(es) to correct Errors identified and reported by an Authorized Contact. It does not include providing Front Line Support Services support directly to Subscription Users.

iii. Errors: One or more reproducible deviations in the unmodified Software from the applicable
specifications shown in the documentation accompanying such Software.

iv. Front-Line Support Services: Call receipt, entitlement verification, call screening, installation assistance, problem identification and diagnosis, efforts to create a repeatable demonstration of an Error, and other similar activities for Subscription Users, and, the distribution of Maintenance Releases and Upgrades, if any, to Subscription Users.

v. Maintenance Period: The time period that runs concurrently with the full term of this agreement.

vi. Maintenance Patch: A correction, workarounds and/or patches to the Software to correct a particular Error. A Maintenance Patch is not a Maintenance Release or Upgrade.

vii. Maintenance Release: A revision to the Software (designated by DataSync by a change in the version number to the right of the decimal place) or patch that improves the functionality of the Software, and may contain minor new features or enhancements. A Maintenance Release is not an Upgrade.

viii. Response Time: The amount of elapsed time between the reporting by an Authorized Contact of an Error as provided in this Agreement and the response from a DataSync technical support engineer acknowledging receipt of an Error.

ix. Software: Refers to all applications that are hosted on DataSync's application hosting environment.

x. Support Services Plan: The specific Support Services Plan for which Company selects and qualifies based on the amount of Fees that are or would have been due to DataSync for the initial Subscription Period at DataSync’s standard list prices without any discounts, and which is described below.


xi. Upgrade: Any release of the Software designated by DataSync by a change in the version number to the left of the decimal place that the software vendor makes generally commercially available, excluding Maintenance Releases, Maintenance Patches and products designated by DataSync as separate products or new components. To receive and use an Upgrade Company must pay the applicable Subscription Fees for that Software.

xii. Working Days: Defined as all calendar days excluding Saturdays, Sundays and DataSync holidays (standard US holidays).

xiii. Working Hours: Defined as the hours between 8:00 a.m. and 5:00 p.m. US Central Time on Working Days.

B. DataSync Technical Support

i. DataSync's Obligations: Subject to the Company’s payment of the Subscription Fees and any additional Maintenance Fees, if applicable, and compliance with the terms and conditions of this Agreement, DataSync will provide to Company Back-End Support Services, in accordance with the terms and applicable levels of the Support Services Plan for the Subscription Users paid for by Company during the Maintenance Period. For the avoidance of doubt, all maintenance and support to be provided by DataSync pursuant to this Agreement shall only be provided for Errors reported by the Authorized Contacts.

ii. Reporting Method: DataSync will provide Company with access to an online submission system (the “Support Portal”) that Company's Authorized Contacts may use to report Errors and the proposed Priority Level. Only Authorized Contacts may use the Support Portal, and only for the purpose of tracking Company's own Errors and the status of the corrections. Company must comply with all troubleshooting and technical database procedures relevant to an Error prior to contacting DataSync Additional reporting methods may be available in accordance with the terms of the Support Services Plan as set forth below.

iii. Error Correction: DataSync will make reasonable commercial efforts to correct Errors that an Authorized Contact reports to DataSync in a manner set forth by the applicable Support Services Plan and that DataSync reproduces in its own execution environment. If an Error report is received by DataSync during Working Hours, DataSync will use reasonable commercial efforts to communicate with the Authorized Contact about the Error, within the applicable Response Times for the Priority Level finally classified by DataSync as set forth below in Subsection iv. The Authorized Contact must provide sufficient information to DataSync to enable DataSync to duplicate the Error before DataSync’s response obligations will commence. DataSync will use reasonable commercial efforts to provide an appropriate workaround, a Maintenance Patch or a specific action plan for how DataSync will address the Error and an estimate of how long it will take to rectify the defect or Error.

iv. Reclassification of Errors: Notwithstanding that the Authorized Contacts may suggest classifications of an Error to an applicable Priority Level when reporting an Error, DataSync shall have the final authority to classify the Priority Level of an Error and may reclassify Errors at another Priority Level if it reasonably believes that Company's classification is incorrect.

v. Exceptions: Unless otherwise authorized in writing by DataSync, DataSync will not be required to correct any Error determined by DataSync to be caused by (a) incorporation or attachment of a feature, program, or device to the Software, or any part thereof, by a party other than DataSync; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modification, or enhancement of the Software other than by DataSync; (c) Company's use of the Software for other than the specific purpose for which the Software is intended; (d) Company's use of the Software on any systems other than the specified platform for the Software; (e) Company’s attempts to resolve or fix Errors; and/or (f) Company's failure to incorporate any Maintenance Release previously released by software vendor which corrects such Error.

vi. Right to Subcontract: DataSync may subcontract and/or assign the provision of its Support Services Plans.

vii. Maintenance Patches and Maintenance Releases: If the Company has paid the Subscription Fees and any additional Maintenance Fees, if applicable, and is in compliance with the terms and conditions of this Agreement, Company will be entitled to receive any Maintenance Patches and Maintenance Releases to the Software made generally available by software vendor during the Maintenance Period. Maintenance Patches and Maintenance Releases released during the Maintenance Period shall be made available in a manner determined by DataSync, such as on a DataSync-designated web site for access or electronic download by Company. DataSync shall provide Company with instructions regarding registration for such access or electronic downloads. The use of each Maintenance Patch or Maintenance Release obtained under this Agreement is governed by the terms of the Agreement. Company shall be required to implement all Maintenance Patches and Maintenance Releases and/or replace the Software it has installed as soon as commercially practicable after notification by DataSync of the availability of such Maintenance Patches and Maintenance Releases or replacement Software, as applicable.

viii. Renewal of Support Services Plan: If Company is on the Standard Support Services Plan, the Maintenance Period for such plan will run concurrently with, and renew or terminate on the same date as, the Subscription Period. If Company is on a Support Services Plan other than the Standard Support Services Plan, at least thirty (30) days prior to expiration of the Maintenance Period, Company shall notify DataSync of its intent to renew Company’s Support Services Plan at the same plan level or a different plan level and DataSync shall have the discretion to determine the applicable Support Services Plan level on renewal. If Company does not give DataSync such notice, the Company shall be deemed to have elected to continue its support under the same Support Services Plan as the preceding Maintenance Period. Any such renewal will run concurrently with the Subscription Period.

ix. Company Obligations: Company, and not DataSync, will be responsible for, and will bear all expenses associated with, providing Front-Line Support Services to its Subscription User and implementation and installation of Maintenance Patches and Maintenance Releases. Company agrees to use reasonable commercial efforts to answer its Subscription Users’ support questions. Company agrees that any information or documentation distributed by Company to its Subscription Users will clearly and conspicuously state that Subscription Users should call Company for technical support for the Software. DataSync will have no obligation to furnish any assistance, information or documentation with respect to the Software directly to Subscription Users. Company agrees that only Authorized Contacts will contact DataSync for technical support. If DataSync technical support representatives are being contacted by Subscription Users then, upon DataSync’s request, Company and DataSync will cooperate to minimize such contact. Company agrees that its Authorized Contacts will have sufficient technical expertise, training and/or experience for Company to perform its obligations hereunder. Company will designate for DataSync, in writing and/or e-mail, its list of Authorized Contacts within one week of the Effective Date.

x. Fees: Other than the subscription fees, no additional fees are payable by Company for Standard Support Services Plan. For the Extended Support Services Plan or the Premium Support Services Plan, as applicable, Company shall pay to DataSync an amount specified or as otherwise agreed in writing by an authorized representative of DataSync for the total number of subscription users (“Maintenance Fee”) . If the election to upgrade occurs on a date other than the first day of the Initial Term or Renewal Term, the Maintenance Fee shall be pro-rated for the remaining period of the Maintenance Period based on a 365 day year. All Fees paid to DataSync are non-refundable.

Support Services Plans:

Standard Support Services Plan

o Access to online Support Portal available at http://www.datasyncsuite.com/support as a reporting method
o Access to email as a reporting method
o Access to online discussion forums or “Company Forums”
o Telephone support for software functionality issues only
o 1 Authorized Contact

Silver Support Services Plan

o All features of Standard Support
o Telephone support available during Working Hours
o 2 Authorized Contacts

Gold Support Services Plan

o All features of Standard Support
o Telephone support available during Working Hours
o 1 hour response for Priority 1 issues, 24x7x365
o Assigned support representative
o Technical account reviews once per quarter
o 4 Authorized Contacts

Platinum Support Services Plan

o All features of Standard Support
o Telephone support available 24x7x365
o 15 minute response for Priority 1 issues, 24x7x365
o Assigned support representative
o Technical account reviews once per quarter
o 10 authorized contacts

Priority Definitions

o Priority 1: Business critical (only available for production systems). Error caused by Company that results in a
complete loss of functions of the Software; a significant function of the Software that is not available; and no workaround exists. Does not include installation issues or problems in staging environments.
o Priority 2: Severe impact. An Error caused by Company that significantly degrades a function of the Software.
o Priority 3: Degraded operations. An Error caused by Company that results in slight impairment in functions of the
Software. Includes feature requests and cosmetic defects.

Priority Response Times: DataSync will use commercially reasonable efforts to respond within the
Response Times set forth below according to the Priority levels and Support Services Plan selected by Company.