SOFTWARE AS A SERVICE. Subject to the terms and conditions of this Agreement, Ivis agrees to provide Customer’s Authorized Users with online access to the Ivis software product offering identified in Exhibit A hereto including all updates, bug fixes, error corrections or other minor enhancements or improvements thereto made available under this Agreement and the Third Party Software (as defined below) (collectively, the “Software”). Authorized Users are particular individuals who are employees or independent consultants of Customer or Customer Affiliates who have executed the Affiliate’s Acknowledgement in Exhibit E and who have been listed on Exhibit A. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where “control” means the ownership of, or the power to vote, at least fifty percent (50%) of the securities which vote for the Board of Directors or similar management group or the right to appoint the officers or similar management of the entity. An entity shall be an Affiliate only for so long as it meets this test. Customer’s use of the Software is subject to any restrictions indicated in Exhibit A, which may include, without limitation, restrictions on the number of Authorized Users. “Activation Date” means the date on which the Software is scheduled to first be made available online for Customer to use or, if none is listed, 60 days after the date on which the user passwords are issued to Customer, as set forth in Section 5 below. Ivis shall use its reasonable efforts to make the Software available online at www.ivis.com on or about the Activation Date. Third Party is any entity which is not Ivis, an Ivis Affiliate, Customer or a Customer Affiliate. Following the Activation Date, Customer may place orders for additional Authorized Users in accordance with the terms set forth in Section 9.3 below. Ivis’ then-current prices shall apply to orders for such additional Authorized Users.

LICENSE GRANT AND THIRD PARTY SOFTWARE.

License Grant . Subject to the terms and conditions of this Agreement, Ivis hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software, in object code form, solely for internal business purposes. Internal business purposes do not include providing services for Third Parties which may be done under the terms of the Third Party Service Provider Addendum.

Third Party Software . “Third Party Software” means certain software that is supplied by Third Parties that Ivis provides access to with or as part of the Software. The Third Party Software is subject to various other terms and conditions imposed by the licensors of such Third Party Software. Customer’s use of the Third Party Software is subject to and governed by the respective Third Party Software licenses, which can be viewed by Customer at www.ivis.com, except that Section 13.2 (Warranty Disclaimer), Section 15.1 (Limitation on Direct Damages) and Section 15.2 (Waiver of Consequential Damages) of this Agreement also govern Customer’s use of the Third Party Software. Customer agrees to comply with the terms and conditions contained in all such Third Party Software licenses.

SERVICE LEVELS. Ivis will provide access to the Software in accordance with the Service Level Agreement attached hereto as Exhibit C.

LICENSE RESTRICTIONS. Customer shall not, directly or indirectly, or permit any Authorized User to, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; (ii) modify, translate, or create derivative works based on the Software; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Software; (iv) use the Software for timesharing or service bureau purposes or otherwise for the benefit of a Third Party; (v) remove any proprietary notices from the Software or any other Ivis materials furnished or made available hereunder; or (vi) publish or disclose to third parties any evaluation of the Software without Ivis' prior written consent.

PASSWORDS/SECURITY.

Passwords. If applicable, Ivis shall issue to Customer, or shall authorize a Customer administrator to issue, a password for each Authorized User of the Software. Customer and its Authorized Users are responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the Authorized User. Customer is entirely responsible for any and all activities that occur under Customer's account and all charges incurred from use of the Software accessed with Customer’s passwords. Customer agrees to immediately notify Ivis of any unauthorized use of Customer's account (including each password of each Authorized User accessing the Software by means of Customer's account) or any other breach of security known to Customer. Ivis shall have no liability for any loss or damage arising from Customer's failure to comply with these requirements.

Security. Ivis shall be responsible for providing secure access to the Software to the Authorized Users twenty four (24) hours a day, seven (7) days a week. If Customer desires to have Ivis host and maintain the Software on Customer’s own servers located at Ivis’ hosting facility, Customer will notify Ivis accordingly. Ivis will manage and perform additional services related to such Customer servers as further specified in Exhibit D. Ivis will implement industry standard security precautions intended to prevent unauthorized access to any Customer data, information, or material residing on Customer’s systems (“Customer Content”) to which the Software links in order to perform its functions. Customer acknowledges that, notwithstanding such security precautions, use of, or connection to, the Internet provides the opportunity for unauthorized Third Parties to circumvent such precautions and illegally gain access to the Software and Customer Content. Accordingly, Ivis cannot and does not guaranty the privacy, security, integrity or authenticity of any Customer Content or any information stored in any system connected to the Internet or that any such security precautions will be adequate or sufficient.

CUSTOMER SUPPORT. Customer is entitled to support pursuant to Ivis’ Support Services Plan described in Exhibit B. at the rates set forth in such exhibit.

OWNERSHIP. Customer acknowledges that, as between Ivis and Customer, all right, title and interest in the Software and any other Ivis materials furnished or made available hereunder, and all modifications and enhancements thereof, including all rights under copyright and patent and other intellectual property rights, belong to and are retained solely by Ivis or Ivis’ licensors and providers, as applicable. There are no implied rights.

CUSTOMER OBLIGATIONS.

Hardware. Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access and use the Software, and for paying all third-party fees and access charges (e.g., ISP, telecommunications, etc.) incurred while using the Software.

Conduct. Customer shall be solely responsible for its actions and the actions of its Authorized Users while using the Software. Customer acknowledges and agrees (1) that Customer assumes the risk for use of the Software; (2) that Customer is responsible for selecting appropriate remediation for, and resolving, any issues found on Customer’s network or in Customer’s web traffic through the Software; and (3) that Ivis is not liable for, or responsible to, remediate any issues found on Customer’s network or in Customer’s web traffic through the Software. Customer agrees: (1) to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Software, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Software, intellectual property and privacy laws, gambling and gaming laws, and all laws applicable to wireless e-mail marketing and advertising; (2) not to upload or distribute in any way content that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Software or another's computer or mobile device; (3) not to use the Software for illegal, fraudulent, unethical or inappropriate purposes; (4) not to interfere or disrupt networks connected to the Software or interfere with other ability to access or use the Software; (5) not to distribute, promote or transmit through the Software any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, pornographic, indecent, defamatory, hateful, racially, ethnically, unwanted or otherwise objectionable material of any kind or nature; (6) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (7) not to interfere with another customer's use and enjoyment of the Software or another person or entity's use and enjoyment of similar services; (8) not to engage in, or permit others to engage in, contests, chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of e-mail; and (9) to comply with all regulations, policies and procedures of networks connected to the Software and Ivis service providers. Customer acknowledges and agrees that Ivis neither endorses the contents of any Customer communications or Customer Content nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby. Customer agrees to comply with the terms and conditions of Ivis’ Acceptable Use Policy, as well as any terms and conditions of any acceptable use policy applicable to any Third Party Software (collectively, the “AUP”), as updated from time to time. An updated copy of the AUP will be located at: www.ivis.com. Ivis will notify Customer of any updates to the AUP, and Customer agrees to review and comply with the updated AUP. Ivis may deliver notice of the updated AUP via e-mail.

FEES AND TAXES.

Fees. Customer agrees to pay the applicable set-up fee (“Set-up Fee”) and yearly per user subscription fee based on the number of Authorized Users (“Subscription User Fee”) set forth on Exhibit A for the Software and the Support Service Plan fees (“Service Fees”) in accordance with Exhibit B set forth in this Agreement (collectively, “Fees”). All Fees are quoted in United States currency. Except as otherwise provided in this Agreement, Fees are non-refundable. In addition to such Fees, Customer shall pay all applicable sales, use and other taxes or duties (excluding taxes based on Ivis’ net income).

Payments. The Subscription User Fee will be invoiced in advance for access to the Software on a monthly basis based on the number of Authorized Users that will receive access to the Software.Unless otherwise stated on Exhibit A, the Subscription User Fee is due within thirty (30) days from the invoice date. Any payment not received from Customer by such date shall accrue interest (except with respect to charges then under reasonable and good faith dispute), at the lower of one and a half percent (1.5%) of the outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. Customer shall also pay all sums expended (including reasonable legal fees) in collecting overdue payments.

Additional Authorized Users. After the Effective Date, Customer may place an order with Ivis to add additional Authorized Users (“Additional Authorized Users”). The additional Subscription User Fee (“Additional Subscription User Fee”) for such Additional Authorized Users shall be assessed at Ivis’ then-current rates and will be pro-rated for the remaining part of the Initial Term or any Renewal Term and shall be due and payable within thirty (30) days of the earlier of the invoice date or the date when such Additional Authorized User is offered access to the Software .

Audit . Ivis shall have the right to review Customer’s use of the Software and/or enter Customer’s facilities and premises to verify Customer’s compliance with the terms of this Agreement from time to time upon reasonable notice. Alternatively, Ivis may request that Customer provide a written report as to the number of users of the Software (detailed on a monthly basis) in order to verify that the number of users does not exceed the number of Authorized Users for whom Customer has purchased licenses to access and use the Software. In the event that an audit reveals that the number of users is in excess of the number of Authorized Users, Ivis shall issue an invoice for licenses equal to the number of such excess users at the then-current rate for the Software and Customer shall pay such invoice within thirty (30) days of date of invoice. Ivis will pay the costs of the audit unless such audit reveals an underpayment of five percent (5%) or more for the audited period, in which event the costs of the audit shall be paid by Customer.

TERM. This Agreement commences on the Effective Date and, unless terminated sooner as provided for in Section 11, continues for a period of one (1) year (“Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of one (1) year (each a “Renewal Term”) at Ivis’ then current Subscription User Fees, unless either party gives written notice to the other of its intention not to renew at least sixty (60) days prior to the end of a term (either the Initial Term or a subsequent Renewal Term). Customer shall be responsible for all Fees for the applicable term in which termination occurs, and Ivis shall not issue any refunds for such term.

TERMINATION.

Breach. Except as provided in Section 11.3 below, either party may terminate this Agreement upon written notice if the other party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching party specifying the breach.

Insolvency. Either party may terminate this Agreement if (i) the other party has a receiver appointed for it or its property; (ii) the other party makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by, for or against the other party under any bankruptcy, insolvency or debtor's relief law; or (iv) the other party is liquidated or dissolved.

Failure to Pay/Customer Conduct. If any Customer contact information is false or fraudulent or if Customer fails to pay a fee for a party that uses the Software for or on behalf of Customer, then Ivis may terminate Customer's access to the Software and this Agreement immediately upon written notice, in addition to pursuing any other legal remedies available under this Agreement, at law or in equity. In addition, Ivis may suspend or terminate access to the Software, at its sole option, with or without notice to Customer if: (i) any payment is delinquent by more than fifteen (15) days, or (ii) if Customer breaches Section 8.2 of this Agreement.

Effect of Termination. Ivis shall not be liable to Customer or any third party for suspension or termination of Customer’s access to, or right to use, the Software under this Agreement . If Customer or Ivis terminates this Agreement, Customer will be obligated to pay the balance due for the use of the Software provided prior to termination. Upon the effective date of expiration or termination of this Agreement for any reason, whether by Customer or Ivis, Customer's right to use the Software shall immediately cease. Upon the expiration or termination of this Agreement, Customer and its Authorized Users’ access to the Software will terminate and Customer shall cease accessing and using the Software immediately. Provided, however, that upon expiration or termination of this Agreement, Customer and its Authorized Users will continue to have the right to access and use the Software for 15 days, if necessary (“Transition Period”), solely in order to transfer any Customer data, information, or material residing on Ivis’ online site. Sections 2.2, 7, 8, 11.4, 12, 13.2, 14.1, 15 and 16 of this Agreement shall survive its expiration or termination for any reason.

CONFIDENTIALITY.

Obligations. Each of the parties agrees to maintain in confidence any non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement that a party knows or reasonably should know is considered confidential by the disclosing party (“Confidential Information”). The parties hereby agree that Confidential Information includes the terms and conditions of this Agreement, and any discussions related thereto as well as the Software. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform hereunder, and, except as otherwise provided, neither party shall make Confidential Information available to any other person or entity without the prior written consent of the other party.

Exclusions. Confidential Information shall not include any information that is (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; or (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

Destruction or Return of Confidential Information. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party, or destroy, as the parties agree, all copies of the other party’s Confidential Information. All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the receiving party in any form or for any reason.

LIMITED WARRANTY AND WARRANTY DISCLAIMER.

Limited Warranty. Ivis warrants that the Software (excluding any Third Party Software) will perform substantially in accordance with the Service Level Agreement set forth on Exhibit C under normal use and circumstances. This limited warranty shall not apply to any Software, or portion thereof, that has been modified by any party other than Ivis, its agents or as authorized by Ivis in writing or that has been subjected to commercially unreasonable stress or conditions. Ivis does not warrant that Customer’s use of the Software will be uninterrupted or that the operation of the Software will be error-free. Both parties understand that software has inherent limitations, and Ivis does not warrant that the Software will meet Customer’s requirements. Customer agrees it has the sole responsibility for the adequate protection and backup of Customer’s Content.

Warranty Disclaimer. EXCEPT AS SET FORTH IN SECTION 13.1, THERE ARE NO WARRANTIES OR CONDITIONS (WHETHER IMPLIED OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) FOR THE SOFTWARE OR SUPPORT. IVIS EXPRESSLY DISCLAIMS ALL EXPRESS, STATUTORY OR IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IVIS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

INDEMNIFICATION.

By Customer . Customer shall indemnify and defend any claim or suit by a Third Party against Ivis based on a claim: (i) of any breach of this Agreement by Customer, its Affiliates, employees agents, successors and assigns; and (ii) relating to or based on the activities conducted by Customer, its Affiliates, employees, contractors and agents, using or that used the Software; and Customer shall pay any final judgment entered against Ivis in any such proceeding or agreed to in settlement. Ivis will promptly notify Customer in writing of such claim or suit and give all information and assistance reasonably requested by Customer or such designee.

By Ivis . Ivis shall indemnify and defend any claim or suit by a Third Party against Customer based on a claim that the Software (excluding any Third Party Software) infringes any United States patent, copyright, trademark or trade secret and Ivis shall pay any final judgment entered against Customer in any such proceeding or agreed to in settlement; provided (a) Ivis is promptly notified in writing of such claim or suit, (b) Ivis or its designee has sole control of such defense and/or settlement, and (c) Customer gives all information and assistance requested by Ivis or such designee. To the extent that use of the Software is enjoined, Ivis may at its option either (i) procure for Customer the right to use the Software, (ii) replace the Software with other software with similar functionality or (iii) refund the Fee(s) paid by Customer for the Software for the term during which this decision is made (either Initial Term or Renewal Term) and Customer shall cease all use of the Software. Ivis shall have no liability under this Section 14.2 or otherwise to the extent a claim or suit is based upon (a) use of the Software in combination with software or hardware not provided by Ivis if infringement would have been avoided in the absence of such combination, (b) modifications to the Software not made by Ivis, if infringement would have been avoided by the absence of such modifications or (c) any action or omission of Customer for which Customer is obligated to indemnify Ivis under Section 14.1 above.

THIS SECTION 14.2 STATES IVIS’ ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND MISAPPROPRIATION CLAIMS BASED ON THE SOFTWARE.

LIMITATION OF LIABILITY.

Limitation on Direct Damages . IN NO EVENT SHALL IVIS’ AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER FOR THE SOFTWARE THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

Waiver of Consequential Damages. IN NO EVENT SHALL IVIS OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF IVIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Essential Purpose. The essential purpose of this Section 15 is to limit the potential liability of the parties arising under this Agreement. The parties acknowledge that the limitations set forth in this Section 15 are intricate to the amount of consideration levied in connection with the license of the Software and that, were Ivis to assume anyfurther liability, such considerationwould out of necessity, been set much higher.

GENERAL. All notices to a party shall be in writing and sent to the addresses specified in above or such other address as a party notifies the other party, and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement may not be assigned or transferred by Customer, by merger, operation of law or otherwise, without Ivis’ prior written consent. Any assignment in derogation of the foregoing is null and void. Ivis may freely assign or transfer this Agreement. This Agreement shall inure to the benefit of each party’s successors and permitted assigns. This Agreement, together with all addenda, schedules, and exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings between the parties relating to the subject matter hereof. Customer acknowledges and agrees that the Software and technology subject to this Agreement are subject to the export and reexport control laws and regulations of the United States and any applicable jurisdiction, including but not limited to the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Customer will comply with these laws and regulations. Customer shall not without prior U.S. government authorization, export, reexport, or transfer any goods, software, or technology subject to this Agreement, either directly or indirectly, to any country subject to a U.S. trade embargo (currently Cuba, Iran, North Korea, Sudan, and Syria) or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. This Agreement may be amended or superseded only by a written instrument signed by both parties. This Agreement shall be governed by the laws of the state of [Colorado], as if both parties were residents of [Colorado] excluding its conflict of laws rules. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any other agreement, the terms of this Agreement shall control. Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party’s reasonable control, including acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements. Ivis may use Customer’s name as part of a general list of customers and may refer to Customer as a user of the Software in its general advertising and marketing materials. Customer agrees to serve as a reference with respect to Ivis and/or the Software and to be contacted for information via telephone and/or e-mail by prospective Ivis customers, prospects, industry analysts and media representatives. Customer further agrees to: (i) co-present and/or participate with Ivis at industry and/or media events, upon Ivis’ request, (ii) allow Ivis to create and publish a case study of Customer’s use of the Software and (iii) provide a quote that Ivis can use and publish on its website and/or in its marketing materials and collateral. Pre-printed terms and conditions on or attached to any Customer purchase order shall be of no force or effect.

EXHIBIT A

SOFTWARE

Software: Ivis solutions provides organizations with a SaaS that enables business activities to be completely automated.

The fees will be set in the checkout process and you will receive an electronic invoice the first of week of the new month with the previous month’s charges due automatically by electronic checkout.

Software is licensed as Per User, Per Month. Site wide license are available.

 

Exhibit B  

SUPPORT SERVICES PLAN

 

Section 1. Definitions:

• ‘Response Time’ is the time period between the initial time that Customer contacts Ivis (in accordance with the terms of this Exhibit) with a detailed problem report and the time an Ivis technical support engineer acknowledges receipt of the report.

• Standard Business Hours are defined as Mon. – Fri. from 9:00 AM – 6:00 PM PST except holidays observed by Ivis.

Section 2. Support:

2.1 Customer shall provide all requested information to Ivis’ technical support engineer in order to allow Ivis’ technical support engineer to resolve the reported problem/issue. This information will include, but is not limited to:

• Complete and detailed description of the problem/issue, including the URL from browser and browser type.
• Step-by-step instructions on how to duplicate reported problem.
• Any error messages and/or screen shots, where applicable.
• Contact information, including Customer’s account name, contact name, contact number and/or email address.

2.2 Ivis technical support engineers can be contacted during the following hours and via the following methods:

• 24x7 by e-mail – support@Ivis.com

**Ivis Support will be provided in the English language only**

Section 3. Issue classification levels:

3.1 Ivis support will classify reported issues as Critical or Non-Critical, as described below. Critical and Non-Critical issues are designed as follows:

• Critical Issues (business impacting; affects multiple users; no workaround). Some examples or critical issues are:
• No Web or database access
• Hardware failure

• Non-Critical Issues (non business impacting; affects a single user; available workaround;). Some examples of non-critical issues are:
• Slow access to portal
• Usability (errors in UI)
• Understanding features (i.e. reports)
• Enhancement requests.
• Disk failure

3.2 Response times for each classification of issues are as follows:

• Non Critical - Next business day. Can be opened via phone or email*.
• Critical - 1 hour. Must be opened via phone during Standard Business Hours.

*All support incidents opened via e-mail will automatically be given a non-critical priority and be responded to by the next business day.

Section 4. Escalation and Resolution Guidelines:

4.1 Ivis support will provide an estimated Time of Resolution upon acceptance of a Customer-reported issue.

4.2 The table below lists the maximum allowable time span before the next level of escalation is required. The Ivis technical support engineer has the authority to immediately escalate upon proving that a defect (as defined below) exists.

Severity	Escalation	Resolution Target
Non-Critical	1 week	On or before next maintenance release
Critical	Same Day	Until Resolved

Section 5. Software Fixes:

5.1 “Defect” is defined as a reproducible variation from published documentation and/or specifications. If a software fix is necessary, Ivis will use reasonable commercial efforts to develop a fix and implement it into the Software as soon as it has been successfully tested and released. Ivis does not guarantee that defects will be fixed within any specific time duration, or that they will be fixed at all, but will make commercially reasonable efforts to resolve each incident as soon as possible.

Section 6 – Training and Reporting Services :

Upon Customer’s request, Ivis will provide training and/or reporting services to Customer at Ivis’ then-current applicable rates and pursuant to Ivis’ standard training and reporting services terms and conditions, as applicable.

Section 7 – Pricing :

For the duration of the Initial Term, Ivis will provide the Support Services at no charge; provided however that should the number of calls made by Customer to Ivis technical support engineers under such Support Services Plan exceed ten (10) calls during the Initial Term, any such calls made thereafter during the remainder of the Initial Term will cost the Customer $29.99 per call. Upon the expiration of the Initial Term and the beginning of any subsequent Renewal Term(s), Customer has the right to purchase support pursuant to Ivis’ Support Services Plan at the then current annual rate. The current annual rate is $2000.00 (US) per year for each group of 10 Authorized Users given access to the Software. [Ivis shall not increase this rate by more than XX% for X years after the Effective Date.]

Exhibit C  

SERVICE LEVEL AGREEMENT

1. AVAILABILITY

Ivis will use commercially reasonable efforts to make the Software available 24 hours per day, 7 days per week, excluding any Scheduled Downtime or Unscheduled Downtime events, each as defined below. The Software availability shall be measured as the total number of minutes in a month minus the total number of minutes in that month that comprise Scheduled Downtime or Unscheduled Downtime events (“Scheduled Uptime”).

2. SCHEDULED DOWNTIME

A minimum of (7) days advance notice will be provided for all scheduled downtime to perform system maintenance, backup and upgrade functions for the Software (the “Scheduled Downtime”) if the Software will be unavailable due to the performance of system maintenance, backup and upgrade functions. Scheduled Downtime will not exceed eight (8) hours per month and will be scheduled in advance during off-peak hours based on PST. Ivis will notify Customer via email of any Scheduled Downtime that will exceed (2) hours.

The duration of Scheduled Downtime is measured, in minutes, as the amount of elapsed time from when the Software is not available to perform operations to when the Software becomes available to perform operations. Daily system logs will be used to track Scheduled Downtime and any other Software outages.

3. UNSCHEDULED DOWNTIME

Unscheduled Downtime is defined as any time outside of the Scheduled Downtime when the Software is not available to perform operations, excluding any outages caused by the failure of any third party vendors, the Internet in general, or any emergency or force majeure event. The measurement is in minutes.

4. [SERVICE LEVEL CREDITS

If Ivis does not meet the Scheduled Uptime levels set forth herein, Customer will be entitled, upon written request, to a credit toward the Subscription User Fee (a “Service Level Credit”) to be calculated as follows:

• If Scheduled Uptime is at least 99.95% of the month’s minutes, no Service Level Credit is awarded.
• If Scheduled Uptime is 99.75% to 99.94% (inclusive) of the month’s minutes, Customer will be eligible for a credit equal to 5% of the Subscription User Fee as adjusted to reflect the amount paid by Customer for access to the Software in the month that the Scheduled Uptime level was not met.
• If Scheduled Uptime is 99.50% to 99.74% (inclusive) of the month’s minutes, Customer will be eligible for a credit equal to 7.5% of the Subscription User Fee as adjusted to reflect the amount paid by Customer for access to the Software in the month that the Scheduled Uptime level was not met.
• If Scheduled Uptime is less than 99.50% of the month’s minutes, Customer will be eligible for a credit equal to 10.0% of the Subscription User Fee as adjusted to reflect the amount paid by Customer for access to the Software in the month that the Scheduled Uptime level was not met.

Service Level Credits shall be Customer’s sole and exclusive remedy in the event of any failure to meet the Scheduled Uptime levels. Service Level Credits will be aggregated and applied to the next yearly invoice following Customer’s request and Ivis’ confirmation that credits are applicable. Should there be no invoice for the following year due to termination of the Agreement by either party, Ivis will refund the amount of such aggregated Service Level Credits directly to Customer within sixty (60) days of the termination of the Agreement.