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PROGRESSIVE SOLUTIONS INC. EXHIBIT A: SOFTWARE
<br /> MAINTENANCE AGREEMENT
<br />AGSOFTMT(4.2) Page 4 of 6
<br />staff, a Licensee retained consultant or Licensor (at Licensee’s cost) to evaluate
<br />network/software performance. Such network evaluation shall utilize “Network Sniffer”
<br />or equivalent tools to facilitate generation of quantitative results. Licensee agrees to
<br />request & incorporate Licensor’s recommendations in the network evaluation work plan.
<br />Licensee further agrees to transmit the results of such work to Licensor for review and to
<br />withhold publication of such results until after implementation of all Licensor
<br />recommendations. Requests of Licensor for performance troubleshooting (such as
<br />speed and network connection issues) in which Licensor receives prior written
<br />authorization to collect factual data and subsequently presents a determination that
<br />performance issue(s) is/are network related will be billed at the rates in effect at the time
<br />of service.
<br />g) Licensee assumes any and all responsibility and liability for 1) any modification to
<br />the Licensed software and/or database structure not made by Licensor (i.e. changes to
<br />Crystal reports, additions or deletions of data base tables, fields, etc.) and 2) any
<br />modification to the Licensee’s data which is not made by Licensor or the Licensed
<br />software. If, after providing corrective maintenance, Licensor determines that an error
<br />condition is not a Licensed software error or that the error condition results from either
<br />condition 1 or 2 above, Licensee agrees to pay Licensor for the reasonable services so
<br />provided at the rates in effect at the time of service plus reasonable expenses.
<br />h) Call Monitoring: Licensee may monitor and record any calls between Licensee
<br />(including designated Sub-Agencies) and Licensor.
<br />i) PCI Compliance: While Licensor’s payment processing solutions are designed to
<br />CISP (Cardholder Information Security Program) & PCI (Payment Card Industry Data
<br />Security Standard) guidelines, Licensee understands that Licensor’s PCI/PADSS
<br />compliance and certification does not automatically result in Licensee compliance.
<br />Licensee acknowledges that to maintain CISP/PCI compliance, Licensee must provide
<br />staff with PCI security training and ensure that staff actions maintain compliance.
<br />Licensee understands that local PCI compliance is not possible without Licensee’s
<br />internal staff effort to achieve such compliance. Licensee accepts their critical role in
<br />maintaining compliance as required by Visa, MasterCard, etc. Licensor accepts
<br />responsibility for facilitating such compliance by neither encouraging the storage of credit
<br />card data via non-secured methods nor configuring the system for the express purpose
<br />of retaining such information. It is Licensee’s responsibility to assure that all other 3rd
<br />party partners/vendors as well as their own internal operations staff facilitate compliance
<br />in their specific areas of process control.
<br />j) Software License Expiration: Upon expiration of the software license pursuant to
<br />Section II of this agreement, Licensee shall discontinue use of Licensor's
<br />database/structure, software & related electronic forms as described in Section V-
<br />Default.
<br />III. LICENSOR'S RIGHTS, OBLIGATIONS & REPRESENTATIONS
<br />a) Support Services: During the term of this Agreement, Licensor shall make
<br />available to Licensee without additional charge any updates and/or minor enhancements
<br />to Licensed software, data or data structures, which Licensor releases. In addition,
<br />Licensor shall provide Licensee with unlimited support services (via telephone, facsimile,
<br />remote internet connection, email and/or mail communications) for ongoing problem
<br />resolution to assist the person(s) designated by Licensee (or an alternate in the absence
<br />of the designated caller). It may include but is not limited to requests for service
<br />regarding operation (including requests for assistance with workstation accessory
<br />hardware purchased from Licensor), installation, updates, administration & general
<br />technical assistance requested by Licensee’s designee(s). The designee(s) shall know
<br />the Licensed software, use the Licensed software and be responsible for the results of
<br />their efforts. Such support also includes “Limited Assistance” with the items listed below,
<br />provided such assistance may be provided in fifteen (15) minutes or less:
<br />1. Training (especially of untrained personnel), assistance with report customization
<br />and searching of data within the Licensed software, and
<br />2. Assistance to isolate the source of problems and/or to troubleshoot difficulties
<br />resulting from sources other than Licensor’s provided products or services,
<br />such as:
<br /> Virtualization and/or Remote Access configuration & setup
<br /> Personal Computer setup, configuration & optimization
<br /> Basic Microsoft Windows™ functionality
<br /> Personal Computer & hardware troubleshooting
<br /> General network support (i.e. network access, printing, backup & restores)
<br /> Network operating system configuration & functionality
<br /> Data corruption due to lack of disk space or backup failure; and
<br /> Loss of supervisor or other password
<br />But expressly excludes any services or assistance relating to database or 3rd party mail
<br />services issues, unless purchased via an addendum to this agreement. “Limited
<br />Assistance” in excess of fifteen (15) minutes per call will be billed at the rate in effect at
<br />the time of service. Prior to and as a condition of Licensor’s right to bill for such “Limited
<br />Assistance”, Licensor shall inform Licensee that the free support is over and that any
<br />additional support will be billable. Licensor reserves the rights to: A) limit the number
<br />and the duration of these communications and B) periodically transmit surveys to
<br />Licensee for evaluation of the software, support and other services.
<br />b) Maintenance Services: Upon receipt of notification from Licensee’s designated
<br />support representative(s) of an apparent error in any supported release of the Licensed
<br />software, Licensor will use commercially reasonable efforts to promptly investigate the
<br />issue and determine whether or not there is in fact an error and advise Licensee that
<br />either an error does not exist or confirm that one does exist and what if any work-around
<br />exists. Errors will be deemed to be any design or programming error in the Licensed
<br />software which prevents the Licensed software from substantially complying with the
<br />functionality as set out in the user documentation (on-line or hard-copy) delivered with
<br />the Licensed Software and which materially affects the use, function or performance of
<br />the Licensed Software. When errors are confirmed, Licensor will use commercially
<br />reasonable efforts to correct such errors and provide Licensee with a correction or
<br />service pack for the Licensed Software as soon as it is practical in Licensor’s sole
<br />discretion.
<br />c) Assignment of Priorities for Support Issues: New support incidents are
<br />assigned one of the following four priority levels, each with its respective standard
<br />completion target:
<br />Call
<br />Priority
<br />Description Standard
<br />Completion
<br />A -System
<br />Down
<br />Fatal issues that result in Licensee’s inability to fulfill critical business
<br />functions (i.e. those pertaining to core functionality such as billing and
<br />receipting) & that have no reasonable work-around.
<br />Within 12
<br />hours
<br />B - Urgent Serious issues significantly impacting use of Licensed software but do
<br />not prevent core functions (defined above) from being fulfilled.
<br />Within 24
<br />hours
<br />C - Normal All other issues, except those classified as D (low) Within 36
<br />hours
<br />D – Low Issues with minimal impact on operations requiring incommensurate
<br />support effort. (Work will be performed on a best efforts basis when
<br />requests with higher priorities do not take precedence.) Issues such as
<br />proposed elective configuration changes that are by nature not time-
<br />sensitive and may be undertaken as planned Licensee service
<br />initiatives outside the scope of this agreement
<br />None
<br />Licensee may request a ranking of the call priority when initially reporting the incident.
<br />Should there be any disagreement over the priority assigned to a particular incident, or
<br />any other aspect of its handling by Licensor’s support staff, Licensee’s designated
<br />representative is encouraged to speak directly to the support representative dealing with
<br />the issue in order to arrive at an acceptable solution. In cases where escalation is
<br />desired or necessary, please contact the Support Services Supervisor with any concerns
<br />you may have.
<br />d) Excluded Services: Without limitation, the following services are excluded from
<br />Software Support:
<br />1. Those required to remedy problems that stem from changes to or defects in the
<br />initially installed/approved system configuration or in subsequent
<br />modified/approved Licensor system configurations;
<br />2. Those required to remedy problems which do not stem from any defect in the
<br />Licensed Software
<br />3. Those required to remedy issues resulting from untrained or inadequately trained
<br />Licensee staff.
<br />4. Those required remedying problems caused by:
<br />a. improper use of the software
<br />b. unauthorized modifications to Licensor's data structure/configuration
<br />c. modifications to Licensee’s data without use of Licensor approved methods
<br />(i.e. application programming interfaces-API).
<br />5. Report rewrites requiring more than 15 minutes after approval of initial report
<br />customization(s).
<br />6. Any & all hardware support, maintenance or troubleshooting issues, except as
<br />described in Section IV(a) regardless of the source of such hardware.
<br />e) Limited Warranty of Service: Licensor warrants that all maintenance services
<br />provided hereunder will be performed in full conformity with this Software Maintenance
<br />Agreement, with the skill & care which would be exercised by those who perform similar
<br />services at the time the services are performed, and in accordance with accepted
<br />industry practice. The following actions shall void all maintenance and support
<br />obligations of this Software Maintenance Agreement:
<br /> Use of any non-authorized application or support tool that modifies data in the
<br />database, whether created by Licensee or another party. (Licensor regularly engages
<br />in custom projects to accomplish such objectives and is pleased to do so.)
<br /> Use or creation of any application that competes with or replaces a module available
<br />from Progressive Solutions Inc. to work with either the licensed application or the
<br />licensed application's database
<br />In the event of a breach of the express warranties contained herein and/or in the event
<br />of non-performance and/or failure of Licensor to perform the services in accordance with
<br />Docusign Envelope ID: 4B3DD47E-7332-8163-807C-64B627C64358
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