Asigra Inc. Maintenance and Support Service Plan

THIS ASIGRA MAINTENANCE AND SUPPORT SERVICES PLAN APPLIES SOLELY TO SERVICE PROVIDERS THAT HAVE EXECUTED THE ASIGRA SERVICE PROVIDER PURCHASE AGREEMENT ("PURCHASE AGREEMENT"). OTHER ASIGRA SERVICE PROVIDERS WILL BE SUBJECT TO THE ASIGRA CLOUD BACKUP MAINTENANCE AND SUPPORT SERVICES PLAN DESCRIBED IN THEIR RESPECTIVE LEGAL AGREEMENTS.

A. DESCRIPTION OF THE MAINTENANCE AND SUPPORT SERVICES

1. General Introduction

Service Provider shall provide Customer End-Users certain maintenance and support services under this ASIGRA Maintenance and Support Services Plan as described below and Customer End-Users shall receive such maintenance and support services directly from Service Provider and not ASIGRA.

Maintenance and Support Services to be provided by ASIGRA to Service Provider as described in Sections 2-10 below will be limited to the latest release and the prior two releases (major or minor) of the DS-Software, including the Service Packs and Hotfixes for those releases ("ASIGRA Mainstream Support"). However, Service Provider may additionally purchase ASIGRA Extended Support as described in Section 10 below at additional cost. ASIGRA also offers certain support of third party software as described in Section 11 below. By ordering or renewing the ASIGRA Subscription, Service Provider accepts the terms and conditions of ASIGRA's then-current Maintenance and Support Services Plan as applicable.

2. Entitlements under the Maintenance and Support Services

Under the Maintenance and Support Services Plan, Service Provider is entitled to receive the following services:

a. HotFixes. In addition to HotFixes provided during the provision of any Level 3 Technical Support, ASIGRA will supply Service Provider's specified Maintenance and Support Services contact person with any HotFixes to the DS-Software made available to other users of the DS-Software during the Term of the Purchase Agreement.

b. Service Provider will also receive any and all HotFixes and released Service Packs that are posted on the ASIGRA Web Support Technical Support portal at https://support.asigra.com. Service Provider will promptly receive an email notification of any such new HotFixes and released Service Packs made available by ASIGRA.

c. By obtaining Maintenance and Support Services, Service Provider will also receive the Annual Upgrade Subscription as described herein, including Upgrades. Service Provider will receive notice of any Upgrades made available by ASIGRA.

3. Provision of Level 1 Technical Support and Level 2 Technical Support by Service Providers

Service Provider will provide Level 1 Technical Support and Level 2 Technical Support to Customer End-Users in accordance with Service Provider's SP Service Agreement. Under this Maintenance and Support Services Plan and pursuant to the Service Provider Subscription Terms, ASIGRA will have no obligation whatsoever to provide Level 1 Technical Support or Level 2 Technical Support to Service Provider or any Customer End-Users (including any employees or contractors of Customer End-User) directly. Should Service Provider wish ASIGRA to provide Level 1 Technical Support and Level 2 Technical Support to a Customer End-User (for example, because of an unscheduled gap in Service Provider's technical coverage or in connection with a specific and acute problem), Service Provider may contact ASIGRA to authorize the engagement of Asigra Professional Services at the hourly rate described in ASIGRA's quotation to Service Provider.

4. Provision of Level 3 Technical Support by ASIGRA

ASIGRA will provide Level 3 Technical Support to Service Provider as follows:

a. ASIGRA Web Technical Support in English via the Internet which is available on a 7/24 basis for submission of reported Level 3 Problems and requests for Level 3 Technical Support but which is monitored by ASIGRA during regular business hours (currently 9:00 a.m. to 5:00 p.m. Eastern time, Monday to Friday, excluding regular ASIGRA business holidays). Web Technical Support is available at https://support.asigra.com or by email at support@asigra.com.

b. ASIGRA Technical Support in English via Support Telephone Hotlines which operate during ASIGRA's regular business hours (currently 9:00 a.m. to 5:00 p.m. Eastern time, Monday to Friday, excluding regular ASIGRA business holidays). The Support Hotline is available at 416-736-8111, option 2, then option 4.

5. Classification of Level 3 Technical Support

ASIGRA classifies all problems that require Level 3 Technical Support (a "Level 3 Problem") into three (3) distinct priority categories, as follows:

High Priority – Severe Business Impact. High Priority problems include situations where the Service Provider's business is critically impacted due to the DS-Software as a whole or any individual component (DS-System, DS-Client) being inoperable and a work-around is unavailable.

High Priority problems will typically require ASIGRA to furnish "around-the-clock" continuous service efforts to rectify.

Medium Priority – Moderate Business Impact. Medium Priority problems include situations where Service Provider's business is moderately impacted due to important DS-Software functionality being impaired or a workaround to continue. Examples include: DS-Client activities failing to work properly; major DS-Software functionality operating in a degraded mode; or failures of Upgrades. Medium Priority problems will typically require ASIGRA to furnish continuous service efforts to rectify.

Low-Priority – Limited Business Impact. Low Priority problems include situations where there are malfunctions in the DS-Software, but such malfunctions have a minor impact upon Service Provider and/or Customer End-Users and the DS-Software's core back/restore features are not affected. Examples include: inquiries regarding failed installation and configuration activities; inquiries for Professional Services regarding design architecture, installation, configuration and tuning; inquiries regarding product enhancement and new feature requests.

6. Submission to ASIGRA Web Technical Support

a. All requests for Level 3 Technical Support must be first submitted to ASIGRA via its ASIGRA Web Technical Support portal. ASIGRA's Web Technical Support portal has been implemented to improve ASIGRA's relations with its Service Providers, to keep track of all technical support related issues, and to provide consistent and up-to-date information for Service Providers.

b. Service Provider's personnel dealing with technical support will receive accounts on the ASIGRA Web Technical Support site, based on the level of technical training and permissions defined by Service Provider.

c. Service Provider's personnel should obtain and provide the following information and/or documentation when reporting the Level 3 Problem to ASIGRA: (i) the research that Service Provider has completed via knowledgebase, technical documentation, release notes, installation and support matrix available via the ASIGRA Web Technical Support portal; (ii) pertinent logs and configurations from the Customer End-User's impacted systems; (iii) Service Provider's previous Level 3 Problem isolation and diagnosis procedures; (iv) access to Service Provider's problem replication environment; and (v) the steps that Service Provider took to replicate the reported Level 3 Problem.

d. Following Service Provider's provision of Level 1 Technical Support and Level 2 Technical Support, Service Provider may submit any Customer End-User reported Level 3 Problem through the ASIGRA Web Technical Support portal. The ASIGRA Web Technical Support portal will automatically assign such reported Level 3 Problem a case number. In all cases, Service Provider must provide significant details regarding the reported Level 3 Problem, including any means to reproduce the anomaly (if possible) in order to expedite the investigation and possible solution by ASIGRA.

e. When Service Provider contacts the ASIGRA Level 3 Technical Support department by web, email or by telephone, Service Provider will be asked for its company name and case number. After a new case is recorded in the ASIGRA Web Technical Support portal, an ASIGRA technical support team member will be assigned to the incident and communication between ASIGRA's technical support personnel and Service Provider's personnel will ensue through a variety of media (web support, phone conversations, e-mail messages, chat – depending on the specific case). ASIGRA personnel will analyze the reported Level 3 Problem and will endeavor to find a general workaround, or a temporary fix/workaround for the reported Level 3 Problem based on the defined Level 3 – Priority categories, as determined by ASIGRA in its sole discretion, acting reasonably.

7. Resolution of Level 3 Problems

ASIGRA will use commercially reasonable efforts to resolve Level 3 Problems in accordance with the following response times:

ASIGRA will work diligently to analyze the Level 3 Problem and identify the cause thereof. If ASIGRA determines, in its sole discretion, acting reasonably, that such reported Level 3 Problem has arisen as a result of a "bug", error or anomaly in the DS-Software, then ASIGRA will furnish continuous effort to resolve such reported problem, including on-site attendance at Service Provider's premises or Customer End-User's premises, following the prior written approval of Service Provider, at no additional charge to Service Provider (including travel expenses). However, if ASIGRA determines, in its sole discretion, acting reasonably, that such reported Level 3 Problem relates to a third party hardware, software or integration related malfunction and ASIGRA has incurred transportation and additional expenses in providing support for that call, then Service Provider will bear the cost of such expenses in addition to the applicable support charges per eight-hour day (exclusive of travel time, which will also be charged).

8. Opening a Support Ticket

When Service Provider contacts the ASIGRA Technical Support team via the Web Technical Support portal, Service Provider will be prompted for its company name, personal identification, and a ticket number. If Service Provider telephones or sends an e-mail to support@asigra.com and Service Provider does not have an open ticket because Service Provider does not have access to the ASIGRA Web Technical Support portal, the ASIGRA Technical Support team will enter a ticket on Service Provider's behalf.

9. Availability and Limitations on ASIGRA Level 3 Technical Support

a. Service Provider acknowledges and agrees that Service Provider will inform Customer End-Users that Level 3 Problems will only be considered genuine when ASIGRA Technical Support can successfully reproduce the purported Level 3 Problem. Accordingly, to support Customer End-User's claims, Service Provider is required to provide additional detailed information about a reported Level 3 Problem, such as: (i) the use of or interoperation of the DS-Software with all third party software including version number and service packs; (ii) network topology of data flow; and (ii) any knowledge base articles made available by third party software vendors indicating that such functionality is supported using the Support Form available at ASIGRA's Web Technical Support portal at https://support.asigra.com. Service Provider is also required to perform the following regarding any alleged Level 3 Problem: (1) conduct research via knowledge base articles made available by third software vendors, technical documentation, release notes, installation and support matrix; (2) provide ASIGRA with pertinent logs and configuration from the impacted systems; (3) engage in problem isolation and diagnostic steps; and (4) allow ASIGRA access to Service Provider's problem replication environment and then take steps to replicate the alleged Level 3 Problem.

b. Additionally, should ASIGRA determine, in its sole discretion, that a reported Level 3 Problem relates to a malfunction or anomaly caused by SP Support, including any Service Provider customizations created by Service Provider, or any other Service Provider services, then ASIGRA will have no obligation to provide the Maintenance and Support Services described hereunder.

10. ASIGRA Extended Support

a. For Service Providers that require additional time to test or qualify their environments prior to moving to the current supported release of the DS-Software, ASIGRA offers extended support for additional Fees ("ASIGRA Extended Support"). ASIGRA Extended Support provides an additional twelve (12) months of technical support following the end of ASIGRA Mainstream Support and can be purchased up to one hundred and twenty (120) days after the last day of ASIGRA Mainstream Support.

b. If Service Provider decides to purchase ASIGRA Extended Support, Service Provider can continue to open support tickets as described above. During the first twelve (12) months of ASIGRA Extended Support, ASIGRA Technical Support will use commercially reasonable efforts to resolve Level 3 Problems excluding the response times described in Section 7 above. However, ASIGRA will only provide Service Provider with engineering support via Hotfixes for High Priority Level 3 Problems involving Service Provider's failure to recover Customer End-User data.

c. Following the first year of ASIGRA Extended Support, ASIGRA Technical Support will continue to use commercially reasonable efforts to resolve High Priority Level 3 Problems (excluding the response times described in Section 7 above) but will not provide Service Provider with any engineering support or Hotfixes for such DS-Software.

d. Any questions regarding ASIGRA Extended Support should be directed to ASIGRA Global Customer Care at support@asigra.com.

11. Support Services for Third Party Software

a. Installation Support

ASIGRA will use commercially reasonable efforts to trouble-shoot and provide limited support services for a third party vendor's generally commercially available, non-beta production version mainstream supported version of its software ("Supported Third Party Software") that directly interfaces with the DS-Software as follows: (i) ASIGRA will use commercially reasonable efforts to provide installation support for a new release of Supported Third Party Software within ninety (90) days of the release date of such Supported Third Party Software; and (ii) ASIGRA will cease providing installation support for Supported Third Party Software within ninety (90) days from the date that a third party vendor has ceased providing Third Party Mainstream Support for its Supported Third Party Software.

b. Backup and Restore Support

Additionally, at the request of a Service Provider, ASIGRA will use commercially reasonable efforts to provide ASIGRA Extended Support regarding backup and restore support for previously Supported Third Party Software following the termination of Third Party Mainstream Support for such software. For clarity ASIGRA has no obligation to initially provide and may cease providing any ASIGRA Extended Support regarding backup and restore support for previously Supported Third Party Software if: (i) the third party vendor or ASIGRA has changed any underlying technology and such change negatively impacts ASIGRA's ability to provide such support; or (ii) the Service Provider no longer has an active Third Party Extended Support contract with the relevant third party vendor. In addition to paying the Fees charged by ASIGRA for such services any Service Provider that wishes to purchase ASIGRA Extended Support for backup and restore purposes shall be required to provide ASIGRA with reasonable evidence of an ongoing Third Party Extended Support contract with the relevant third party vendor prior to receiving such support.

12. Definitions

Under this Maintenance and Support Services Plan, the following terms have the following meanings:

"ASIGRA Extended Support" has the meaning set out in Section 11 above.

"ASIGRA Mainstream Support" has the meaning set out in Section 1 above.

"HotFix" means a supplemental code, sometimes referred to as a patch or correction, which immediately addresses one or more deficiencies in the DS-Software and which may, at ASIGRA's sole discretion, be incorporated into a future Upgrade of the DS-Software.

"Level 3 Problem" has the meaning set out in Section 5 above.

"Level 1 Technical Support" means the first level of support provided by Service Provider to Customer End-Users, including responding to initial telephone calls, web requests and emails from Customer End-Users. Service Provider will work with Customer End-Users to research possible solutions via knowledgebase, technical documentation, release notes, installation and support matrix; gather pertinent logs and configuration from the impacted systems; isolate problems and provide resolution or escalation to Level 2 Technical Support. For greater clarity, Service Provider will not escalate to Level 2 Technical Support until Service Provider has completed all necessary Level 1 Technical Support troubleshooting activities.

"Level 2 Technical Support" means the second level support provided by Service Provider, including (i) on-site support at Customer End- Users premises as required; and (ii) responding to inquiries from a designated representative Customer End-Users' Level 1 Technical Support in order to isolate and cure specific problems arising from the use of the DS-Software that cannot be resolved internally by Customer End-User or Service Provider's Level 1 Technical Support. As part of Service Provider's Level 2 Technical Support services, Service Provider will be responsible for in-depth problem isolation and problem replication, advanced configuration and installation and will provide documented Level 2 Technical Support troubleshooting and replication steps as part of Service Provider's submission to ASIGRA's Level 3 Technical Support.

"Level 3 Technical Support" means the third level support provided by ASIGRA to Service Provider, including (i) responding to "Break/ Fix" or potential code errors from Service Provider's designated Level 2 Technical Support personnel and assisting them in the resolution of software problems related to the DS-Software; and (ii) on-site support at Service Provider's or Customer End-User's premises in ASIGRA's sole discretion following the prior written approval of Service Provider, as described above.

"Remote Diagnosis Support" means the troubleshooting and diagnosis services performed by ASIGRA directly, provided ASIGRA has previously obtained the appropriate remote login access information (including user name and password) from Service Provider. Service Provider can only receive Remote Diagnosis Support if Service Provider completes the diagnostics process as described in Section 9(a) above and provides ASIGRA with the necessary technical information to facilitate remote assistance, including access through firewalls as necessary.

"Service Packs" means an aggregation of Hotfixes.

"Supported Third Party Software" has the meaning set out in Section 11(a) above.

"Third Party Extended Support" means the non-standard, limited maintenance and support services that may be offered by a third party vendor for its technology products and services following the first phase of the products' lifecycle for additional fees, as determined by such vendor.

"Third Party Mainstream Support" means the standard maintenance and support services offered by a third party vendor for its generally commercially available technology products and services during the first phase of the products ' lifecycle , as determined by such vendor, which may include enhancements, fixes for security and reliability issues, patches, upgrades, etc.

"Upgrade" means any commercially released new version of the DS-Software containing improvements or modifications to the DS-Software, where such changes are not priced by ASIGRA as separate new products, options or tools.

B. MISCELLANEOUS

1. License Rights

Any supplemental software code delivered to Service Provider as part of ASIGRA Technical Support related to the DS-Software through the Maintenance and Support Services will be considered part of the DS-Software and will be subject to the terms and conditions of the Purchase Agreement.

2. Disclaimer; Limitation of Liability

ASIGRA makes no claim that the operation of the DS-Software, including Upgrades, HotFixes and Service Packs, will be uninterrupted or error- free, or that all errors in the DS-Software will be corrected by means of the Maintenance and Support Services. The Limitation of Liability in the Terms incorporated in the Purchase Agreement apply to the Maintenance and Support Services. ASIGRA DISCLAIMS ANY OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

3. Changes

ASIGRA reserves the right to make reasonable changes to any provisions of this Maintenance and Support Services Plan upon the provision of thirty (30) days' notice via the ASIGRA Web Support Technical Support portal at https://support.asigra.com.