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PROGRESSIVE SOLUTIONS INC. EXHIBIT A: SOFTWARE
<br /> MAINTENANCE AGREEMENT
<br />AGSOFTMT(4.2) Page 3 of 6
<br />I. NATURE AND DURATION OF SUPPORT.
<br />Progressive Solutions Inc., a California corporation herein after referred to as "Licensor"
<br />is in the business of providing software maintenance services (herein after referred to as
<br />“Software Maintenance”). Software Maintenance is intended to facilitate smooth &
<br />efficient ongoing operations of the Licensed software. Licensee as identified above as
<br />‘Account Name’ desires to obtain Software Maintenance for the specified Licensed
<br />software. This Agreement provides for remote services to be performed in Orange
<br />County, California, only during normal business hours (6:30am PST to 5pm PST).
<br />Maintenance services shall start and end on the dates specified above in the section
<br />titled LICENSE TERM. Services shall expire at 5:00 PM Pacific Standard Time on the
<br />end date specified above unless renewed (WHETHER AUTOMATIC OR MANUAL) as
<br />set forth below. Support outside of normal business hours is available for purchase.
<br />Requests for service for which the intended result is of negligible operational benefit are
<br />not available free of additional charge under this Software Maintenance Agreement.
<br />(i.e. Changing the name of a non-Licensor hosted server absent a hardware upgrade
<br />which consequently results in the need to reinstall/verify the SQL data base software,
<br />the operating system, the Licensed software and to update every Licensee machine that
<br />runs the Licensed software.) Licensees that purchase after hours support will be
<br />provided with the appropriate contact information. Licensor reserves the right to prorate
<br />the software maintenance fee and provide more or less than one year of coverage so
<br />that subsequent Software Maintenance Agreements expire on the above referenced
<br />License End Date. UNLESS WRITTEN NOTICE OF TERMINATION HAS BEEN
<br />PROVIDED BY LICENSEE TO LICENSOR NO LATER THAN 60 DAYS PRIOR TO
<br />EXPIRATION OF THIS SOFTWARE MAINTENANCE AGREEMENT, THIS
<br />AGREEMENT SHALL AUTOMATICALLY RENEW THEREAFTER FOR A PERIOD
<br />OF TIME EQUAL TO THE DURATION OF THIS AGREEMENT AT THE SPECIFIED
<br />MAINTENANCE RATES IN EFFECT AT THAT TIME FOR THE RENEWAL PERIOD.
<br />NO OTHER TERMINATION OF THE AUTOMATIC RENEWAL PROVISION IS
<br />AVAILABLE. UPON EXPIRATION OF THE LICENSED SOFTWARE, SOME OR ALL
<br />OPERATIONAL FEATURES MAY NO LONGER FUNCTION AND NO SUPPORT
<br />SHALL BE AVAILABLE. THE LICENSED SOFTWARE MAY BE REACTIVATED
<br />WITHIN 30 DAYS BY PAYMENT OF THE OUTSTANDING SOFTWARE
<br />MAINTENANCE INVOICE PLUS THE REINSTATEMENT FEE IDENTIFIED ON THE
<br />COVER PAGE OF THIS AGREEMENT.
<br />II. LICENSEE'S RIGHTS, OBLIGATIONS & REPRESENTATIONS
<br />a) Training for users, managers and other personnel is essential for efficient
<br />operation of the Licensed software. Licensee shall designate one employee as a
<br />primary contact for each Licensed software application. The designee must have been
<br />trained to use the Licensed software, must regularly use the system(s) and be primarily
<br />responsible for daily results/operation of the system(s). While designee may assign
<br />follow-up on a request for service to another staff member, designee must initiate
<br />contact with Licensor's support personnel and relate their questions or issues. Designee
<br />shall coordinate and/or test/verify all configurations including but not limited to: general
<br />ledger accounts, rates, rate types billing & charge groups. In addition, designee shall
<br />coordinate availability of necessary IT staff for software updates and installation (when
<br />required by your local policy). Licensor understands that staff turnover is inevitable.
<br />Should a change to the designee be required, a proposed designee shall meet at least
<br />one of these requirements 1) be well trained by the previous trained designee (passage
<br />of a test on software functionality may be required) 2) have scheduled/received onsite or
<br />remote training from Licensor at current rates or 3) agreed to regularly attend Licensor’s
<br />annual user conference (only if conference is scheduled to occur within 3 months of the
<br />proposed designee change as training is crucial to smooth operations). Once at least
<br />one of the above conditions has been met, please contact Licensor to obtain the
<br />designee change form for subsequent submittal to Licensor. Such training is neither
<br />available nor appropriate via customer support lines. Licensee acknowledges that
<br />updates/version releases/patches made available to Licensee from time to time are an
<br />integral part of the overall performance and value of the Licensed commercial configured
<br />software. For local implementations, Licensee shall make a good faith effort to 1) install
<br />all software updates/version releases/ operating system patches in a test environment
<br />for thorough evaluation and testing prior to deployment in a production environment.
<br />And 2) install the tested upgrades/version releases/ operating system patches promptly
<br />after completion of testing occurring no later than nine (9) months from the date such
<br />updates are made available by Licensor. If the corrective nature of software upgrades
<br />are not promptly reviewed and/or the software upgrade installed shortly after notification
<br />of availability from Licensor, Licensor staff shall NOT provide further support (i.e.
<br />workarounds) relating to any issues where Licensor has offered Licensee a
<br />recommended resolution that requires implementation of a software update. Further as
<br />software versions older than one year are more expensive to support, when appropriate
<br />an obsolescence surcharge may be added to the next support invoice.
<br />b) Software corrections are defined as: Licensor software updates as well as
<br />specified operating system patches. Licensee agrees to implement software corrections
<br />that have been identified as necessary by Licensor and to ensure that the requirements
<br />identified in Exhibit B: (Requirements) are met by all machines intended to execute the
<br />Licensed software. Licensee understands that software corrections are typically
<br />implemented via new software releases. Failure to implement those identified software
<br />corrections or to maintain the specified requirements shall relieve Licensor from any and
<br />all Software Maintenance responsibilities relating to any Licensee reported issue(s) that
<br />the Licensor correction(s) was/were offered to address for local non-hosted
<br />implementations. In the event Licensee fails to implement identified software
<br />corrections, any subsequent services relating to the Licensee reported issue(s) will only
<br />be provided on an emergency time and materials basis. Unlike the business models of
<br />other providers where products become obsolete, Licensor continually improves the
<br />software and offers to schedule at least one complimentary software version upgrade
<br />each year as a component of annual software maintenance. It is highly recommended
<br />that Licensee staff regularly attend Licensor’s annual user training/conferences so staff
<br />may learn of, receive training on and take full advantage of accumulated new features
<br />and functionality. It is vital that at least one Licensee staff member for each Licensed
<br />product attend Licensor’s user conference at least every 5 years. Licensee
<br />representatives who insist on obtaining training via telephone support may result in
<br />Licensor passing on such training costs along via an additional increase in the Software
<br />Maintenance Agreement.
<br />c) To the extent permitted by any pertinent transparency legislation (such as a
<br />federal, state or local Public Records Act), Licensee will preserve the confidential nature
<br />of the Licensed software and related media and will not make copies, including partial
<br />copies or updated versions thereof, except for internal reference, archive or backup
<br />purposes. For local implementations, Licensee is solely responsible for the backup of its
<br />data and agrees to conscientiously ensure the existence of functional daily backups for
<br />at least the last 10 business days and shall not remove or disable any SQL agent or
<br />backup plan initiated by Licensor without both notification to Licensor and at least
<br />monthly testing of any subsequently implemented alternate backup plan. If the backup
<br />plan is altered or disabled without notification to Licensor, and there is a resulting data
<br />loss, an additional charge may be incurred for requested data recovery services.
<br />d) Licensee agrees to provide Licensor with access to the licensed software and data
<br />for the sole purpose of providing technical support. As a result, Licensee agrees to (1)
<br />maintain a working connection to the internet, (2) permit access through any
<br />router/firewall or permit a Virtual Private Network-VPN connection to Licensee’s network
<br />and (3) allow access to a technical support requestor’s workstation via Licensor’s
<br />workstation via Licensor’s licensed TeamViewer™ plugin or provide an equivalent
<br />alternative at Licensee’s expense. In addition, Licensee agrees that all designated
<br />workstations shall meet at least the minimum requirements as specified in Exhibit B:
<br />(Requirements and Project Implementation Matrix) at the time of the initial
<br />implementation in order to accommodate the software version initially installed.
<br />Licensee for local implementations further agrees to have completed installation of the
<br />licensed software, the Microsoft® SQL tools and other mutually agreed requirements
<br />such as: Microsoft® Terminal Services, Citrix or other similar functionality. In the event
<br />Licensor deems such remote access necessary, Licensor shall request confirmation that
<br />required access (one of the options listed above) is available. Upon receipt of such
<br />confirmation, Licensor shall attempt remote access. If remote access is not functional
<br />despite Licensee’s confirmation of functional remote access, Licensor shall provide
<br />remote access verification services free of charge for one time during each annual
<br />agreement. Should Licensee require remote access verification services in excess of
<br />the one free service, Licensor will request approval to invoice for such services at the
<br />rate in effect at the time of service prior to providing such remote access verification. In
<br />the event remote access is not and will not be available in the course of Licensor’s
<br />attempt(s) to provide Software Maintenance, Licensee understands that Licensor’s
<br />ability to provide support will be severely limited and an additional service surcharge
<br />may be applied to the Software Maintenance Agreement to account for the additional
<br />costs incurred to provide such additional support. Should Licensee desire emergency
<br />support, on-site support services are available at Licensor’s current support rate plus
<br />expenses for each partial or full day required to provide Software Maintenance.
<br />e) To minimize Licensee costs, to eliminate any requirement for manual update of
<br />validation and/or zip plus four (4) codes, to allow for other on line validations (such as
<br />contractor’s license, sales tax permit, pet microchip owner information retrieval, etc.) and
<br />to maximize uptime of zip plus four (4) & Licensed software validations, the Licensed
<br />software should optimally be configured for secure internet access to the Licensor
<br />designated internet address. Consequently users of the Licensed software that is locally
<br />implemented may periodically obtain the latest zip plus four (4) data and validation
<br />codes. Absent this configuration, to obtain automated zip plus four (4) functionality, for
<br />local implementations, Licensee must purchase a zip plus four (4) data subscription from
<br />Licensor and designate staff to install such zip plus four (4) updates every two (2)
<br />months. Failure to promptly update zip plus four (4) data for local implementations will
<br />cause disruption of the zip plus four (4) functionality. Furthermore absent internet
<br />access or maintenance of a current data subscription from licensor, the automated
<br />validations provided at the time of installation shall cease and all such validations will
<br />need to be performed manually.
<br />f) Network Performance: Licensee understands and acknowledges that network
<br />performance is solely the responsibility of Licensee. Should any questions arise as to
<br />whether a performance issue is software or network related, Licensee agrees to direct
<br />Docusign Envelope ID: 2EA41CCF-A2B2-47D6-84CA-2A61682545FC
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