Software Support Terms — NuVerge, LLC

NuVerge Software Support Terms

Support, Service Levels, and Additional Services

1 Support. If you have paid NuVerge all applicable Subscription Fees due, NuVerge will provide Support Services for Support Incidents only to the named administrator(s) identified in the Sale Order Form (“Agreement”) during Business Hours (as defined in the table under Support Overview) in the English language. Support Services will be subject to the specified provisions stated herein.

2 Service Levels. The Parties — (“NuVerge”) and (“Customer”, “You”, or Your”) — agree to the Service Level terms and conditions described under Support and Maintenance.

3 Configuration, Third Party Technology or Services. If you enable Your Custom Apps to perform a call out to a third-party Application, database, or service (each, a “Third-Party Service”), You represent and warrant that You have the right to access or connect with the Third-Party Service and to use to retrieve, manipulate, process and modify data contained in the Third-Party Service (“Process”). If Your Custom App cannot, for any reason not caused by NuVerge, access any Third-Party Service or Process that data: (a) Your Custom App may not be able to provide those features or functionalities, and (b) NuVerge will be excused from any nonperformance of Your Custom App. You acknowledge that the Service is dependent on Your proper configuration of Your Custom App, the availability of and proper performance of third-party services, software, and Internet technology, and NuVerge is not liable for performance issues or downtime of the Service to the extent caused by such factors.

4 Additional Services. NuVerge will provide for the design review, debugging, development consultation, implementation, integration, configuration, training, or other professional services described in a separate Statement of Work (“SOW”) in consideration for the associated fees in accordance with the terms and conditions of the SOW.

5 Return of Customer Data. Within thirty (30) days of the Termination Date, Customer may deliver to NuVerge a written notice requesting that NuVerge deliver to Customer all Customer Data in its possession other than Customer’s specifications and meta data for Customer’s Custom Apps (“Return Request”), and within thirty (30) days of NuVerge receipt of the Return Request, NuVerge will make available to Customer the Customer's Data in the base form, format and structure that the data exists in the Service. If NuVerge does not receive a Return Request within thirty (30) days of the Termination Date, NuVerge shall delete Customer’s Data.

Support and Maintenance

1. Definitions. Capitalized terms not otherwise defined herein or in the Agreement shall be defined as follows:

i. Customer Input. Any suggestions, enhancement requests, recommendations or other feedback from the Customer or its employees or agent relating to the performance of the Service.

ii. Excluded Downtime. The following: (i) unavailability caused by circumstances beyond NuVerge reasonable control, including, without limitation, acts of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving NuVerge employees), or any other force majeure event or factors; (ii) any problems resulting from Customer combining or merging the Service with any hardware or software not supplied by NuVerges or not identified by NuVerge in writing as compatible with the Service; (iii) interruptions or delays in providing the service resulting from telecommunications or Internet service provider failures outside of NuVerge datacenter as measured by a third-party website availability monitoring provider; (v) any interruption or unavailability resulting from Customer’s use of the Service in an unauthorized or unlawful manner or any interruption resulting from the misuse, improper use, alteration, or damage of the Service; (vi) any problems caused by modifications in any version of the Service not made or authorized by NuVerge in writing; (vii) bugs or errors covered by standard maintenance and support services, and (viii) any problems resulting from Customer’s or any third-party’s acts, errors or omissions or any systems not provided by NuVerge.

iii. Scheduled Maintenance. Any period during which the Service is unavailable due to planned maintenance and support for which Customer is given at least twenty-four (24) hours prior notice. Except for urgent circumstances (e.g., a system failure or security threat), Scheduled Maintenance may occur from 10:00 PM Friday through 4:00 AM Monday, Mountain Time.

iv. Software Service. The Service is described in Terms of Service (“TOS”) at https://www.nuverge.com/termsofservice and in the Agreement.

v. Termination Date. The date on which the Agreement is terminated or expires.

vi. Tier 1 Support means initial support services with respect to the configuration, operation, and diagnosing of reported problems associated with any Ordered Services. Tier 1 Support is general assistance including the initial response to a request via the web, email or phone (which may include automated acknowledgement of receipt of request; the identification of the Customer; the verification of support entitlements; the recording of the support request into a problem management system; and the dispatching of the support request to Second Level Support); and answering basic product installation, configuration and usage questions and first level analysis of data for demonstrating the correctness or possible problems with data provided to the customer by NuVerge.

vii. Tier 2 Support is assistance of the type that would be expected from a skilled support engineer, including in-depth answering of product installation, configuration and usage questions; problem isolation and identification; providing standard error corrections to known problems; initial problem/failure information gathering for previously unknown problems and the escalation of support requests to Tier 3 Support when an error correction cannot be provided.

viii. Tier 3 Support is advanced assistance that requires a NuVerge expert, including answering complex setup or usage questions, additional information gathering and problem isolation, providing relief for both new and known complex problems and the provisioning of a fully documented and tested permanent fix or workaround.

ix. Unplanned Downtime. Any time the Service is not available because of an event or circumstance other than Scheduled Maintenance.

2. Support

Customer acknowledges and agrees that to provide support to Customer, NuVerge needs access to Customer’s NuVerge Apps, the no-code development studio (“NCDS”) if licensed by Customer, and Customer’s specifications and metadata for Customer’s Custom Apps. Customer hereby acknowledges that fact, and consents to NuVerge access to and use of Customer’s NuVerge Apps, NCDS, and Customer’s specifications and metadata for Customer Custom Apps.

Customer is responsible for all support and maintenance for Customer’s Custom Apps and shall trouble shoot all issues with Customer’s Custom Apps before requesting support. Only if Customer reasonably believes that a performance issue with Customer’s Custom Apps is causes by a Support Incident, can Customer request support. Support Services include Tier 1 Support, Tier 2 Support, and Tier 3 Support.

Support Overview

The Services and Support received is determined by the NuVerge Support Services Edition (Standard, Premium, or Enterprise) licensed by Customer as identified in the Agreement. A single Edition is selected by Customer and determines the price of the Enterprise Applications Platform (“EAP”), NuVerge Apps, and NCDS.

During the Subscription Term, Customer may upgrade from one Edition to another and pay the pro-rata increase in licensing fees. At Subscription renewal, Customer may upgrade or downgrade their Support Services Edition.

Support Services Editions are based on the value-added services listed in the table below — Standard, Premium, or Enterprise.

Definitions

Pricing

Subscription Term – Length of term (number of years) for each customer Agreement

True-Up Date - Annual anniversary point within a Agreement term at which annual billing is calculated and invoiced, reflective of most current Apps, NCDS, Editions, and number of Users

Support

For the submission of cases when experiencing an issue with NuVerge Services (EAP, Apps and NCDS)

Priority Level 1-4

• P1 (Critical) - Production is completely down and the system is fully inaccessible. Support is available 24/7 by phone, email and the NuVerge Customer Help Desk portal.

• P2 (High) - Core business processes and/or multiple users are severely impacted and there are no available workarounds. Support is available 24/7 by phone, email and the NuVerge Customer Help Desk portal.

• P3 (Standard) - Business processes are partially impacted, but the system is usable and workarounds are available. Support available during standard support hours shown in the above table.

• P4 (Scheduled or Low) - Business processes or an individual user are minimally impacted, or a solution is scheduled for delivery. Support available during standard support hours shown in the above table.

On-line Case Submission – Customer System Admin(s) or authorized users can submit support cases in the NuVerge Customer Help Desk portal or by email 24/7

Submit Product Enhancement Requests – Customer System Admin(s) can submit product enhancements for consideration in the Customer Help Desk portal

Service Dashboard – Customer System Admin(s) can access a dashboard to track support cases

Assigned Priority Case Management – dedicated support resource

Quarterly Service Reviews – NuVerge and customer teams review support performance, open cases, and support delivery

Infrastructure

Multi-tenant –Shared computing and database resources with other NuVerges customers

Single tenant – Dedicated computing and database resources

RTO (Recovery Time Objective) – The maximum length of time the Services can be down after a failure or disaster occurs

RPO (Recovery Point Objective) – The maximum acceptable amount of time that might pass during a disruption since the last data recovery point. This determines what is considered an acceptable loss of data between the last recovery point and the interruption of service.

Service Availability Calculation (for SLA) = (Total Hours in Reporting Period – Unplanned Downtime –Scheduled Maintenance – Excluded Downtime) / (Total Hours in Reporting Period – Scheduled Maintenance – Excluded Downtime) * 100%

Scheduled Maintenance – Any period of time during which the Service is unavailable due to NuVerges’ planned maintenance and support for which NuVerge gives You at least twenty (24) hours prior notice

Excluded Downtime – the following: (i) unavailability caused by circumstances beyond NuVerges’ reasonable control, including, without limitation, acts of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving NuVerge employees), or any other force majeure event or factors; (ii) any problems resulting from Customer combining or merging the Service with any hardware or software not supplied by NuVerge or not identified by NuVerge in writing as compatible with the Service; (iii) interruptions or delays in providing the service resulting from telecommunications or Internet service provider failures outside of NuVerges’ datacenter; (v) any interruption or unavailability resulting from Customer’s use of the Service in an unauthorized or unlawful manner or any interruption resulting from the misuse, improper use, alteration, or damage of the Service; (vi) any problems caused by modifications in any version of the Service not made or authorized by NuVerge in writing; (vii) any problems resulting from Customer’s or any third-party’s acts, errors or omissions or any systems not provided by NuVerge.

Unplanned Downtime – Any time the Service is not available because of an event or circumstance other than Scheduled Maintenance and Excluded Downtime

Reporting Period – calendar month

Regions – A contiguous geographical area containing multiple data centers. Multiple data centers provide greater availability and redundancy.

Monitoring – Basic up/down monitoring for availability

Enhanced Monitoring – Detailed application performance and usage monitoring at the individual request and user level

Proactive Monitoring – Continuous tenant level monitoring and proactive alerting with tenant specific ticket creation and diagnostics. Not all aspects of proactive monitoring are in place today.

Authentication – Service used to authorize users to the NuVerge system. Examples of this include: Username and Password or Single Sign On to integrate external authorization solutions with NuVerge.

Customer Care

Customer Success resources help customers achieve their goals by providing communication and services related to NuVerges’ products, product directions, releases, and operations.

Training

VILT – Virtual Instructor Led Training courses from the existing NuVerge catalogue. Additional training is available for purchase separately.

NOTE: Courses are currently taught with content available in English only

3. Support Contact Information

email: support@nuverge.com

4. Service Availability

Best efforts will be used to ensure that the Service will be available twenty-four (24) hours per day, 7 days per week, excluding any scheduled maintenance (for which electronic notice will be provided), or unavailability caused by circumstances and events beyond reasonable control (natural disaster, Act of God, internet service provider failures).

Non-compliance with Service Availability

Please reference the following table (Reporting Period = calendar month) which details the credit available to Customer in the event the Service availability falls below the indicated service levels:

Service Availability Credits

< 99.5% in one Reporting Period 5% of 1/12 the annual subscription fee

< 97.5% in one Reporting Period 15% of 1/12 the annual subscription fee

Additionally, if the Service availability falls below 97.5% for three (3) consecutive Reporting Periods, Customer shall have the right to terminate the Agreement by delivering NuVerge written notice within ten (10) days of the end of such 3 month period or Customer shall be deemed to have waived its termination right with respect to that particular 3 month period.

Calculation of Service Availability

Service Availability = (Total Hours in Reporting Period – Unplanned Downtime –Scheduled Maintenance – Excluded Downtime) / (Total Hours in Reporting Period – Scheduled Maintenance – Excluded Downtime) * 100%.

Request for Credit

Any Customer request for a credit that Customer is entitled to under the Service may only be made on a calendar monthly basis and must be submitted in writing within ten (10) days after the end of the relevant calendar month or shall be deemed to have been waived by Customer. For those periods at the end of the Service Term that do not coincide with the end of a calendar month, Customer must make a claim for a credit within ten (10) days after the expiration of the Service Term or the claim for credit shall be deemed to have been waived by Customer. The total of all credits Applicable to or accruing in any given Reporting Period shall not exceed 15% of the pro-rated fees paid or payable to NuVerge by Customer for the Reporting Period.

The right to a credit and/or the right to terminate the Agreement described in the TOS and SOF shall be NuVerge sole obligation and the sole and exclusive remedy available to Customer in the event of unavailability of the Service, or any failure to meet the service levels described herein, and under no circumstance, shall the unavailability of the Service be deemed a default or breach under the Agreement.

All credit requests will be verified against NuVerge system records. Upon request, NuVerge will make available to Customer a monthly record of the Service availability.

Representations & Warranties

1 Mutual Warranty. Each Party represents and warrants that it has the legal power and authority to enter into an Agreement.

2 Data Warranty. Customer represent and warrant that You own or have obtained all rights, consents, permissions, or licenses necessary to allow NuVerge and the Service access to, or possession, manipulation, processing, or use of, the Customer Data.

3 Functionality Warranty. NuVerge warrants that during the Service Term, the Service will operate in substantial conformity with the then-current version of the Applicable Documentation. As NuVerge sole obligation and Customer’s sole and exclusive remedy for any breach of the foregoing warranty, NuVerge shall use reasonable efforts to correct any non-conformance in the operation of the Service with this warranty of which Customer notifies NuVerge with thirty (30) days after the occurrence of such breach and, if NuVerge cannot correct such error, then Customer may terminate the Service as defined in the TOS and SOF.

4 Customer Warranties. Customer represent and warrant: (i) that You are solely responsible for Your Custom Apps, including without limitation, the accuracy, Appropriateness and completeness thereof, (ii) that You have the necessary rights and licenses, consents, permissions, waivers and releases to use Customer Data, and to provide Customer Data to NuVerge; (iii) that Customer Data and Your Custom Apps do not (a) violate, misappropriate or infringe any rights of us or any third-party, (b) constitute defamation, invasion of privacy or publicity, or otherwise violates any rights of any third-party, or (c) contain Malicious Code.

5 Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THE MSA, NUVERGE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE SERVICE, ANY CONTENT, OR ANY PROFESSIONAL SERVICES PROVIDED UNDER THE MSA, AND THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY NUVERGE AND ITS LICENSORS.