Aestiva SupportPlus Agreement This agreement (Agreement) is between Customer and Aestiva Software, Inc., of 24050 Madison Street, Suite 211, Torrance, CA 90505 (Aestiva). Customer hereby agrees to the terms provided below. Customer understands this Agreement takes precedence over other agreements between Aestiva and the Customer. This Agreement covers SupportPlus for one or more Aestiva products, (Products), licensed by Customer from Aestiva. Such support shall include answering questions submitted to Aestiva via on-line, voice, and other means and providing programming and professional services, upon request. This Agreement is limited by Aestiva's SupportPlus policies which may change from time to time, but is applied equally to all Aestiva customers. Aestiva's SupportPlus policies are posted at: http://www.aestiva.com/support Intellectual Property, Liability and Non-Disclosure Customer understands services provided by Aestiva do not provide the Customer any ownership or redistribution rights to Products or any Aestiva software, even if such services include the modification of Products or Aestiva software. Aestiva shall make a good faith effort to deliver Customer requests with a minimum or no errors or omissions. Aestiva and Customer agree to interact with each other at all times in a professional and courteous manner. In no event shall Aestiva be liable to Customer or any third party under this Agreement or through use of Products for any amounts representing loss of profits, loss of data, loss of business, or indirect, consequential, or punitive damages of Customer or such third party. Aestiva's liability in contract, tort, or otherwise for direct damages to Customer or any third party arising from this Agreement or the use of Products is limited to credit for applicable fees paid by Customer to Aestiva. All work under this Agreement shall be performed by Aestiva or Aestiva sub-contractors. Aestiva agrees to hold Customer-supplied business information private and protect it with the same measure of care it protects its own private information. Indemnification Customer shall indemnify, defend, and hold Aestiva harmless from and against any and all demands, claims, or suits by any third party and any and all costs, damages, penalties, and expenses, including reasonable attorney fees, arising out of or in connection with the use of the Product by Customer, its employees, agents, assigns, or invitees. Billing This Agreement authorizes Aestiva to bill for all time associated with customer-initiated phone and e-mail communications, plus all "other work" requested and approved by Customer. This agreement strictly forbids billing on "other work" unless it has been requested and approved by the Customer. Customer approval shall be made via e-mail, text message, and/or telephone calls. Time shall be billed at Aestiva's Standard Rates. Aestiva's Standard Rate is published at: http://www.aestiva.com/web/htmlos/supportservices-rates Warranty and Good Faith Work delivered under this Agreement shall not have any warranty since the Customer is paying for Aestiva time used delivering services, not the nature of the results. However, Aestiva shall make a good faith effort to deliver all services in a timely manner with a minimum of errors and omissions. Disputes and Arbitration The parties to this Agreement shall first attempt to resolve any dispute arising under the Agreement, including the enforcement or interpretation of the Agreement, informally. If efforts at informal resolution fail, then the dispute shall be settled by arbitration in accordance with the rules of the American Arbitration Association in effect at the time this Agreement is signed by the parties. The parties agree to give up any rights to litigate the dispute in court or jury trial. Notice shall be delivered to a party to this Agreement by certified U.S. Mail or an overnight delivery carrier. Any party may commence arbitration by sending a written demand for arbitration to the other parties. Such demand shall set forth the nature of the matter to be resolved by arbitration. The place of arbitration shall be the county where the Aestiva branch office or where the Aestiva product distributor is located. The substantive law of the State of California shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to reimbursement of attorney fees, costs, and expenses incurred in connection with the arbitration. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered on any such decision in accordance with applicable law in any court having jurisdiction thereof. Term and Cancellation This Agreement shall remain in effect for the term specified on the order for such SupportPlus services. This Agreement will automatically renew for successive one-year terms on the anniversary date of the Agreement unless Customer cancels the Agreement by providing Aestiva with at least thirty-day's written notice. Cancellation will stop all service work and future billing but does not terminate the payment, liability, indemnification, or arbitration obligations by the Customer, or Aestiva's recourse to collect past-due amounts for services provided under this Agreement. Compliance with Laws. Customer agrees to comply with all applicable federal, state, and local statutes, ordinances, rules, and regulations, including the rules and regulations under the United States Export Administration Act and the United States Foreign Corrupt Trade Practices Act without in any way limiting the foregoing. (a) Customer shall not export or otherwise remove the Product from the United States, either directly or indirectly, without the consent of Aestiva and without first obtaining any licenses or approvals required from the United States Department of Commerce and any other applicable agency of the United States government, and (b) Customer agrees that neither it, nor any officer, director, employee, or agent of it (1) shall pay or be instructed to pay or give anything of value, either directly or indirectly, to an official of any foreign government or any foreign political party for the purpose of influencing an act or decision in that person's official capacity, or inducing that person to use his or her influence with the foreign government to assist Customer in obtaining or retaining business for or with, or directing business to, any person, or (2) is at present or shall at any time during the term of this Agreement become an official, officer, or representative of a foreign country. _________________________________________ ___________________________________________ Customer Name and Title Aestiva _________________________________________ ___________________________________________ Signature and Date Signature and Date /END/