Support Terms

The following items are the terms and conditions of the Support Agreement between A-Systems Corporation and its Customers.

Support Terms and Conditions

1. Support Fee

The Customer shall purchase a Support Agreement for the desired term of support according to A-Systems’ Support Price Schedule then in effect.

2. Terms

The Customer shall pay the Support Fee prior to the beginning of the Support Period or renewal period. If any payment hereunder is not received by A-Systems from the Customer or the Customer’s Dealer on or before any due date, A-Systems may, at its sole discretion, elect any or all of the following remedies:

A-Systems may unilaterally cancel the Support Agreement and invoice the Customer for any time and materials expended since the expiration of the paid portion(s) of the expired Support Agreement. The rate shall be based on the rate A-Systems charges those Customers that have not purchased a Support Agreement. The charge for time and materials shall not be based on a pro rata calculation of a Support Agreement.

A-Systems may refuse to provide the Customer any and all services of any kind if any payment is delinquent.

Charges for services outside the defined scope of the Support Agreement shall be paid upon receipt of invoice from A-Systems or its authorized representative. Any payment not made when due will be subject to a service charge of twenty-four (24) percent per annum or any fraction thereof. Service may be restored to the Customer by A-Systems upon payment of all delinquent amounts; however, A-Systems reserves the right to require and receive payment in advance for all services thereafter.

3. Renewal

At the expiration of any Support Agreement, such Agreement shall be automatically extended for a period of twelve months, at the prices then in effect for each subsequent service period, unless A-Systems or the Customer gives written notice prior to the date of expiration of the original or extended agreement.

4. Liability

Liabilities and warranties are limited to those described in this agreement. A-Systems in no event shall be liable for special and/or consequential damages.

5. Jurisdiction

This agreement shall be governed and enforced under the laws of the State of Utah.

6. Scope of options

Supplemental Program Defect Support

Upon the Customer providing A-Systems with acceptable documentation of a problem caused by a defect in the licensed program and after A-Systems diagnoses the problem, A-Systems will respond by issuing defect correction information such as Corrected Documentation, Corrected Code, or Notice of Availability of Corrected Code, or a restriction or a bypass. The Customer may be required to cover the cost of media, shipping and handling charges in responding to the Customer’s request. The Customer will notify A-Systems and will be responsible for the preparation and submission of acceptable documentation of any suspected defects to A-Systems in writing and, if needed, supplemental media acceptable by A-Systems demonstrating all such defects. Telephone notification and/or submission is not acceptable documentation of Program Defects. A-Systems will make reasonable efforts to detect errors, in part, by attempting to duplicate errors. The Customer may be asked to provide the data which triggered or uncovered the Program Defect as part of the documentation.

Telephone Consultation/Hotline Support

Telephone Consultation Support will be provided only to software users who have been properly trained in the usage of A-Systems’ products, which training must be obtained separately. A-Systems shall charge time and materials rates to any Customer not employing trained users.

The following Telephone Consultation Support services will be provided during regular business hours when a Customer with a valid, paid up or current Support Agreement calls A-Systems:

a.Operational consulting and assistance.

b.Problem determination or preparation of documentation for Program Defect Support.

c.Program maintenance, via telephone consultation or maintenance media (CD, diskette, or file download via the Internet) at A-Systems’ option.

d.Program improvement and modifications.

In responding to each Customer service call, A-Systems will make reasonable attempts to inform the Customer in proper use of the licensed program, engage in problem determination and resolution, and keep the program maintained and functioning. Such instructions will not include training per se. All telephone, equipment, services, long distance charges, modems and Internet access charges are supplied by the Customer.

When telephone consultation support is required, and when the Customer’s failure to create a proper or timely data backup makes recovery substantially more difficult, regardless of whether the original problem was program defect related, operational, or for any other reason, A-Systems may charge the Customer additional fees to attempt to repair or resolve the Customer’s problem at A-Systems’ current time and materials rates.

Updates

Updates are limited to program corrections or enhancements to licensed software within the scope of the purchase described in the License Agreement, either written or in electronic media accepted at the time of installation, including corrections and enhancements. All Updates will be provided according to the terms of the Support Agreement purchased and the Version or Edition of the software purchased. New options or capacities added to the software, which were not part of the software at the time of purchase by the Customer, may be offered as Upgrades and not Updates, at the option of A-Systems. Upgrades are defined as new or expanded functions, not included in the software as purchased by the Customer.

Electronic Updates and Enhancements

A-Systems may provide Customers with Updates, Enhancements, and Program Defect Corrections by way of Internet connections. Internet privileges will be provided only to Customers under a current Support Agreement. Files downloaded from the Internet may be password protected or otherwise secure from unauthorized users. Customers who are not under a Support Agreement are not entitled to Updates, Enhancements, or Program Defect Connections unless they are purchased separately.

Remote Site Support

Remote Site Support allows A-Systems Technical Support Staff, at A-Systems’ option, to provide technical support via phone lines as though the technical staff were at the Customer’s site. Remote Site Support is limited to the following:

a.The Customer will obtain and install remote site communications software and hardware, at their own expense, which will enable A-Systems Technical Support Personnel to communicate via telephone with the Customer’s computer and allow on-line support help.

b.At the option of A-Systems Technical Support Staff, Technical Support Staff will attempt to communicate with the Customer’s computer to provide problem determination and program maintenance. This option may not be acceptable for any given situation based on technical, staff, or practical reasons.

7. Software Support Limitations

A-Systems will not be responsible for any excluded services. The excluded services include, but are not limited to the following:

a.A-Systems will not be responsible for software failures due any Customer’s acts of negligence, Customer caused damage and/or destruction of software programs and/or data files, software not purchased from A-Systems, or software programs and/or data files not named in this agreement.

b.A-Systems will not be responsible for problems arising from the Customer’s failure to perform mandatory, verified backups of the Customer’s data at regular intervals and storing such data backups in safe, off-premise facilities.

c.A-Systems will not be responsible for any modifications to software or operating systems (and/or operating system configurations) unless said modifications were performed at the request of A-Systems by A-Systems.

d.A-Systems will not be responsible for work or programs created by the Customer using data management systems, model or graph software systems, word processing systems, or any other software systems whether they interface or interact with A-Systems’ software or not.

e.A-Systems will not be responsible to service or support software users who have not been trained by A-Systems or its authorized representatives in an approved product training course.

f.A-Systems will not be responsible for damages caused by accident, misuse, neglect, sabotage, or the Customer’s failure to follow A-Systems’ instructions as to the use and maintenance of hardware and/or software.

g.A-Systems will not be responsible for work performed to correct data or establish a properly running system within the scope of purchased licensed programs that was deemed due to a hardware malfunction, operating system error, or any other cause not directly related to A-Systems’ programs. Such support or maintenance procedures will not be covered by a Support Agreement and will be charged at A-Systems’ current time and materials rates.

h.A-Systems will not be responsible for failure to render services due to strike, flood, fire, power outages, interruption in telephone service, or any other causes beyond its control.

i.A-Systems will not be responsible for work performed by users on "single user" software used by a Customer in a "multi-user" or "network" system.

j.A-Systems will not be responsible for software failures due to malfunctions or intended functions of the computer operating systems.

k.A-Systems will not be responsible for any embezzlement by the Customer’s employees while using the software.

l.A-Systems will not be responsible for providing or maintaining Federal, State or Local Tax Tables for Customers. If information on certain tax tables is provided for Customers, it is the Customers’ responsibility to verify that the tables are correct, current, and properly entered into the software.

m.A-Systems will not be responsible for providing advice on taxes or accounting processes to Customers. If information is provided or processes are suggested, it is the Customers’ responsibility to verify that the information and advice is correct, current, and appropriate.

n.A-Systems will not be responsible for changes to computer hardware or operating systems by the Customer. The Customer should notify A-Systems of its intention to change machines or operating systems on which licensed programs were licensed and run. Any and all costs incurred by A-Systems due to any such change made by a Customer will be billed to that Customer at A-Systems’ current time and materials rates.

o.Duplicates or additional copies of original diskettes or CD’s are not covered under the definition of Updates and will be billed at rates established by A-Systems.