WHITE LABEL SAAS AGREEMENT

This White Label SaaS Agreement (the “Agreement”) is effective [DATE] (“Effective Date”),

BETWEEN: [COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:

[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTY NAME] (the "Customer "), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

WHEREAS the Company has developed a software which provides [EXPLAIN PURPOSE] for the Customer and is providing a subscription to the software, subject to certain consideration (hereinafter referred as “the Service”);

WHEREAS the Customer wishes to subscribe to the Services for the Customer or third-party Clients of the Customer in accordance with the terms and conditions herein;

WHEREAS the Parties wish to evidence their contract in writing;

WHEREAS the Parties are duly authorized and have the capacity to enter into and perform this Agreement;

WHEREAS both the Parties affirm to understand all the provisions contained in this Agreement, and in case either Party requires clarification as to one or more of the provisions contained herein, either Party has requested clarification or otherwise sought legal guidance.

The Company and the Customer shall individually be referred to as “Party” and collectively as “Parties”.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

DEFINITIONS

“Client(s)” means individuals or entities to which Customer has resold

the

software

“Confidential Information” shall mean information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in

clause

of this

greement.

“Documentation” shall mean the document made available to the Client, authorized users by the Company

regarding

the

oftware

which sets out a description of the Services and the user instructions for the Services.

“Software” shall mean online software application

provided as a part of the

ervices.

“Order Form" means the documents for placing orders pursuant to this Agreement that are entered into between

the

ompany

and

the

Customer

from time to time, including addenda and supplements thereto.

GRANT OF LICENSE

Conditioned on the provisions in this section and the other terms and conditions of this Agreement and payment of the applicable Fees,

the

Company hereby appoints

the

Customer, and

the

Customer hereby accepts, for the Term

(unless terminated as provided in this Agreement), a non

exclusive, non-transferable,

on-sublicensable license to promote and sell the

Services

its

third-party

ients and potential buyers

, at its own expense and using its own efforts with its own sales force

Without limiting the generality of the foregoing, in no event shall

the

Customer have the right to

sub-license or provide access to the

Service

or any services contained therein to any third parties (including

lients of

the

Customer) unless the

Service

is resold to

lients of

the

Customer in accordance with the terms and conditions of

the

Agreement

below.

All Platform

created pursuant to this Agreement

shall be branded under the name of

the

Customer or its

lients and shall be accessible to the public under a

name

designated by

the

Customer or its

lients. The name, trademark, trade name, trade dress, designs and logos of

he Company (the “Marks”) shall not appear on the

Software

, unless mutually agreed by the

arties in advance in a separate signed written authorization. No license, express or implied, is granted to

the

Customer for any of the Marks under this Agreement.

SERVICE DESCRIPTION

Responsibilities of

he Company

The Company

shall provide

the

Customer with the

Service

for the purpose of resale to C

lient

The Services shall be made available by

the Company

subject to any unavailability caused by circumstances beyond

the Company’s

reasonable control, including any force majeure events

as contemplated in

Section 1

and

any computer, communications, Internet service or hosting facility failures or delays involving hardware, software,

power or other systems not within

the Company’s

possession or

easonable control, and denial of service attacks.

The Services may be temporarily limited,

interrupted,

or curtailed due to maintenance, repair, modifications, upgrades or relocation. T

he Company

shall attempt to notify

the

Customer of scheduled and unscheduled network outages that are expected to last more than four (4) hours and

that may affect the Services.

The Company

shall be entitled to change the Services during the Term

provided that

the Company

will not materially reduce the capabilities provided by

the Services.

The Company shall ensure that the Services will be performed substantially in accordance with the

ocumentation and with reasonable skill and care.

The

provisions of this

clause

shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company's duly

uthorized contractors or agents. If the Services do not conform with the foregoing undertaking,

the

Company will, at its expense, use all reasonable commercial

endeavours

to correct any such non-conformance promptly, or provide the

lient with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking

set out in this clause.

he Company

does not warrant that the

Customer

use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the

Customer t

hrough the Services will meet the

Customer

's requirements; and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the

nternet, and the

Customer

acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities

This

greement shall not prevent the Company from entering into similar

greements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

The Company warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.

The Company warrants that it is hosted on

secure and well-maintained cloud platform

The Company performs automated database backups overnight.

Responsibilities of

he Customer

The

Customer

shall maintain marketing and customer service standards that are appropriate

maintain high-quality Services and to reflect

favourably

the

Customer’s and

the

Company’s reputation.

The

Customer shall provide C

lients

with prompt, courteous, and efficient service, shall take every reasonable precaution not to disclose any

Company

information, other than as permitted by any

applicable privacy or personal health information legislation, and shall deal with

Clients

honestly

and fairly

The

Customer shall be responsible for all activities of its Clients and

the

Customer shall

(i) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify

the

Company promptly of any such unauthorized access or use; and (ii) comply with all applicable local, state, provincial, federal and foreign laws in respect to the promotion and re-sale of the Services.

The Customer shall

provide the Company with all necessary co-operation in relation to this Agreement

The C

ustomer

shall

provide the Company with all necessary information as may be required by the Compan

The C

ustomer

shall

comply and ensure that the Clients comply with all applicable laws and regulations with respect to its activities under this Agreement

The C

ustomer

shall

carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the

arties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary

The C

ustomer

shall

ensure that the Clients

obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this

greement, including

without limitation

the Services

The C

ustomer

shall

ensure that its network and systems comply with the relevant specifications provided by the Company from time to time

The

Customer shall ensure that the

Client

take

reasonable steps to prevent unauthorized access to the

oftware, including

without limitation

by protecting its passwords and other log-in information.

The Customer

shall notify the Company immediately of any known or suspected unauthorized use of the Company

software

or breach of its security and shall use best efforts to stop said breach.

Restrictions

The

Customer

shall not (and shall not

authorize any third party to): (

) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services

except to the

extent that enforcement of the foregoing restriction is prohibited by applicable law; (

) circumvent any user limits or other timing, use or functionality restrictions built into the Services; (

) remove any proprietary notices, labels, or

arks from the Services (except to the extent

the

Customer is so permitted to for the purposes of re-branding the Services); (

) frame or mirror any content forming part of the Services; or (

) access the Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services.

FEE AND PAYMENT

ees,

rates,

or charges charged by the Customer to the Client for the Services shall be determined solely by

the

Customer.

The

Company shall have no authority or responsibility to determine such

ees or other amounts, and

the

Company shall have no responsibility for billing or collecting such

ees or any other amounts from Clients.

The

Customer is solely responsible for payment to

the

Company for all Fees for the Services resold to Clients. In connection with such activities,

the

Customer will act in all respects for its own account and will be responsible for such matters as credit verification, deposits, billing, collection, bad

debts,

and any unauthorized use of the Services by or on behalf of Clients.

The

Company is obligated only to

the

Customer, with which it is in privity of contract, and not to Clients, with whom

the

Company is not in privity of contract.

Clients

are not to be deemed third-party beneficiaries of this Agreement.

The

Customer shall pay all Fees specified in all Order Forms pursuant to this Agreement. Except as otherwise specified in this Agreement or in an Order Form, (i) Fees are based on licenses purchased for the Services and not actual usage, (ii) payment obligations are non-cancelable and Fees paid are nonrefundable, and (iii) the number of

licenses

purchased cannot be decreased during the relevant

ubscription

erm stated on the applicable Order Form. User subscription Fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, Fees for

ser subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the

ubscription

erm.

All payments under this Agreement shall be made within thirty (30) days after the receipt of the applicable invoice. All amounts are payable in

[CURRENCY]

unless specified otherwise on the Order Form or

Scope of Work

. Any amounts not paid when due shall accrue interest at the lesser of

[INTEREST AMOUNT]

per month or the maximum rate allowed by law. If

the

Customer has been delinquent in its payments,

the

Company may condition future subscription renewals and Order Forms on prepayment or payment terms shorter than those specified in this Section 4.3.

If any amount owing by

the

Customer under this or any other agreement for the Services is thirty (30) or more days overdue,

the

Company may, without limiting

the

Company’s other rights and remedies, accelerate

the

Customer’s unpaid Fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend provision of the Services to

the

Customer and the Clients until such amounts are paid in full.

The

Company

will give

the

Customer at least seven (7) days

’

prior notice that its account is overdue, before suspending the Services.

Unless otherwise stated, the Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonized sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes").

The

Customer is responsible for paying all Taxes associated with its purchases

pursuant to this Agreement. If

the

Company

has the legal obligation to pay or collect Taxes for which

the

Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by

the

Customer, unless

the

Customer provides

the

Company

with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity,

the

Company

is solely responsible for

axes assessable against

the

Company

based on its income, property and employees.

CONFIDENTIALITY AND NON-DISCLOSURE

Non-Disclosure

Each

arty may be given access to Confidential Information from the other

arty in order to perform its obligations under this

greement.

arty's Confidential Information shall not be deemed to include information that:

(i)

is or becomes publicly known other than through any act or omission of the receiving

arty;

(ii)

was in the other

arty's lawful possession before the disclosure;

(iii)

is lawfully disclosed to the receiving

arty by a third party without restriction on disclosure;

(iv)

is independently developed by the receiving

arty, which independent development can be shown by written evidence; or

(v)

is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each

arty shall hold the other's Confidential Information in confidence

and, unless required by law, not make the other's Confidential Information available to any third

party or

use the other's Confidential Information for any purpose other than the implementation of this

greement.

Each

arty shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this

greement.

Neither

arty shall be responsible for any loss, destruction,

alteration,

or disclosure of Confidential Information caused by any third party.

The C

ustomer

acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Company's Confidential Information.

This clause

shall survive termination of this

greement.

Return of Written Materials

The Parties acknowledge that any such information will be shared for the sole purpose of determining if there is a basis for agreement between the Parties. Neither Party is hereby granting the other any right or license with respect to any shared information. If the Parties fail to reach agreement, each Party shall return to the other any written materials or information given to it (and copies made by it) or affix in writing that such materials or information has been destroyed. If agreement is not reached, any Party shall not use in any way for its benefit or any other

person’s

or entity’s benefit any such information or materials shared with it without the other Part

y’s

written consent.

TERM

AND TERMINATION

The initial

erm of this Agreement shall commence on the Effective Date noted above and continue

thereafter for a period of __________ months (the “Initial Term”).

Thereafter, this Agreement shall automatically renew for additional periods of _________ months (the “Renewal Term(s)”) unless either Party provides written notice of termination to the other Party at least forty-five (45) days prior the end of the Initial Term or respective Renewal Term, as applicable. In the event the Company provides notice of termination or ceases operation,

the

Customer shall have the right to continue providing

oftware

support services to its

lients using its own or a third-party content management interface.

The

Company reserves the right to modify this Agreement

and

any of its other polices at any time at its sole discretion with no prior notice to the Customer.

This Agreement may be terminated as follows: (

) if

the

Customer fails to make any payment due hereunder within thirty (30) days after receiving written notice from

the

Company that such payment is delinquent,

the

Company may terminate this Agreement on written notice to

the

Customer at any time following the end of such period; (

) if either

arty breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non-breaching

arty may terminate this Agreement on written notice at any time following the end of such thirty (30) day period; (

iii

) if either

arty becomes insolvent (i.e., becomes unable to pay its debts in the ordinary course of business as they come due) or makes an assignment for the benefit of creditors, then the other

arty may terminate this Agreement immediately upon notice; or (

) without cause, with a ninety (90) day written notice. If

the

Customer terminates this Agreement, such termination shall not affect

the

Customer’s right to provide

Clients

with

the

Customer’s own products and services that do not use or depend on the Services or any

eliverables.

The Customer acknowledges and agrees that the Company owns and shall retain all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the

lient any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.

The Company confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this

greement.

Except as specified herein, the Customer does not acquire any rights, express or implied, in the Subscribed Services or the

ompany Software, nor any right to transfer the Subscribed Services or the

ompany Software, in whole or in part. No license, right or Intellectual Property Right in any

the

ompany trademark, trade name or service mark is granted pursuant to this Agreement. For purposes of this Agreement, “Intellectual Property Rights” means, on a worldwide basis, any and all (

) rights associated with works of authorship, including

without limitation, copyrights, copyrightable rights, moral rights and mask work rights; (

) trademark, service mark and trade name rights and any similar rights recognized under applicable law; (

iii

) trade secret rights and rights in

onfidential

nformation; (

) patents and patentable rights; (

) all rights with respect to inventions, discoveries, improvements, know-how, formulas, algorithms, processes, technical information and other technology; (

) all other intellectual and industrial property rights of every kind or nature, whether arising by operation of law, contract, license or otherwise; and (

vii

) all international, national, foreign, state and local registrations, applications for registration and any renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisions, reissues, substitutions and

re-examinations

), all goodwill associated therewith, and all benefits, privileges, causes of action and remedies relating to any of the foregoing (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other violations relating thereto; and to settle and retain all proceeds from any such actions).

SUPPORT AND MAINTENANCE SERVICES

The Support and Maintenance Services will be such as provided by the Company to the

Customer

and as mentioned in “Schedule

” attached to the present Agreement.

RELATIONSHIP OF THE PARTIES

Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the

arties. Neither

arty shall have authority to contract for or bind the other in any manner whatsoever.

DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY

he Company expressly disclaims any representation or

arranty that the Service

will be error-free, timely,

secure,

or uninterrupted. No oral advice or written information given by the Company, its employees,

licensors,

or agents will create a warranty

nor

should the Customer

rely on any such information or advice.

Under no circumstances will the Company, or

its

ffiliates be liable for any direct, indirect, incidental, special or

onsequential damages that result from the use of or inability to use the Service, including but not limited to reliance on

ny information obtained

from

the

Service; or that

esult from mistakes, omissions, interruptions, deletion of files or email,

oss of or damage to data, errors, defects, viruses, delays in operation or

ransmission, or any failure of performance, whether or not limited to

ct of

od, communication failure, theft, destruction or unauthorized

ccess to the Company

ecords, programs or

ervices.

The

Customer

ereby acknowledge

that this provision will apply

whether

the Company

s given notice of the possibility of such damages and that

his provision will apply to all

ervices available from the Company and its affiliates.

nder no circumstances, under the terms of this

greement, shall

amages include loss of business, or loss of profits, whether based on

reach of

greement, breach of warranty, product liability, or otherwise,

o any

arty in privy to this

greement, or any third party not so situated.

he terms of this section shall survive the termination of this Agreement for whatever reason.

FORCE MAJEURE

If by reason of failures of telecommunications or

nternet service providers,

labour

disputes, riots,

inability to obtain

labour

or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions

, earthquake, act of

od, pandemic, epidemic

or other causes beyond the control of

the Company

is unable to perform i

whole or in part its obligations as set forth in this Agreement, then

the Company

shall be relieved of those obligations to the extent it is so unable to perform

and such

inability to perform shall not make

he Compan

liable to the Customer or third parties.

SEVERABILITY AND CONSTRUCTION

Except as expressly provided to the contrary herein, each article, term, condition and provision of this Agreement shall be considered severable, and if, for any reason whatsoever, any such article, term, condition or provision herein is deemed to be invalid, illegal or incapable of being enforced as being contrary to, or in conflict with any existing or future law or regulation by any court or agency having valid jurisdiction, such shall not impair the operation or have any other effect upon such other articles, terms, conditions and provisions of this

White Label SaaS

Agreement, and the latter shall continue to be given full force and effect by the

arties hereto, and shall be construed as if such invalid, illegal or unenforceable article, term, condition or provision were omitted.

All captions, titles,

headings,

and article numbers herein have been inserted and are intended solely for the convenience of the

arties, and none such shall be construed or deemed to affect the meaning or construction of any provisions hereof, nor to limit the scope of the provision to which they refer.

All references herein to the masculine gender shall include the feminine and neuter genders, and all references herein to the singular shall include the plural, where applicable.

NOTICES

All

notices required or submitted under this Agreement shall be given in writing and shall be personally delivered or mailed by registered mail, postage prepaid and return receipt requested, except in the event of a postal disruption, to the respective [

PARTY

NAME] at the following addresses, unless and until a different address has been designated by notice in writing to the other

arty:

To the Company:

[YOUR COMPANY NAME]

[YOUR COMPLETE ADDRESS]

To the Customer:

[NAME]

[COMPLETE ADDRESS]

LANGUAGE AND GOVERNING

LAW

This Agreement shall be governed by and construed and enforced in accordance with the

laws

of the [State/Province] of

[STATE/PROVINCE]

, which

law

shall prevail in the event of any conflict of

the

arties

The

arties

hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the

arties relating to this Agreement be drafted in English.

NON-SOLICITATION

The

Customer agrees that during the entire

erm of this Agreement

it shall not directly or indirectly, as principal, agent, owner, joint

ventures

investor,

or consultant, solicit or attempt to solicit or induce or encourage the departure or resignation of any of the employees or

contractors

working

for the Company.

The

Customer understands and agrees that soliciting,

inducing,

hiring

the

Company

employees or contractors may result in serious damages for

the

Company’s

business

and acknowledges that

the

Company

may hold

the

Customer liable for any damages and may seek any legal or equitable relief available to

the

Company

under applicable law.

NON-COMPETE

During the Term,

the

Customer

shall not: (

) directly or indirectly market, promote, or

solicit

Clients

or subscriptions for, supply, sell or resell any product or service in competition with the Services; (

) have any controlling interest in any entity that markets, promotes, sells or provides any product or service in competition with the Services; (

iii

) enter into any agreements with any provider to resell, redistribute, sub-license or otherwise commercialize any product or service that competes with the Services; or (

) display on its website or elsewhere any advertising or marketing materials of any provider of any product or service that compete with the Services.

The

Company

shall have the continuing right to market and sell the Services and any other products or services to any third parties, including but not limited to current,

future,

and potential C

lients

INDEMNIFICATION

Indemnification by the Company:

If a third party makes a claim against the Customer or

Client that the Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that the Company’s negligence or

wilful

misconduct has caused bodily injury or death, the Company shall defend the Customer or the Client and its directors, officers and employees against the claim at the Company’s expense

and the Company shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written

ettlement

greement signed by the Company, to the extent arising from the claim. The Company shall have no liability for any claim based on (

) the

Customer

ontent, (

) modification of the Services not authorized by the Company, or (

iii

) use of the Services other than in accordance with the Documentation and this Agreement. The Company may, at its sole option and expense, procure for the Client the right to continue use of the Services, modify the Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to the Client any amount paid by the Client with respect to the Subscription Term following the termination date.

Indemnification by the Customer:

The

Customer

shall defend and/or settle at its expense, any claims, actions or proceedings against

the

Company

and its

ffiliates and its and their officers, directors, employees and contractors to the extent arising out of or relating to (

) bodily injury or damage to tangible or real property, including death, caused by or arising out of any negligent act or omission of

the

Customer

or those for whom

the

Customer

is responsible for at law; (

) the provision, use or failure of any product or service provided by

the

Customer

; (

iii

) any representations or warranties made by

the

Customer

in respect to the Services or any portions thereof beyond those authorized in this Agreement; (

) any infringement or misappropriate of any intellectual property or other rights by any

lient

ata; (

) any violation of any law or regulation by

the

Customer

or any of its

ffiliates or any of its or their officers, directors, employees, contractors or agents; or (

vii

) real or tangible property damage or bodily injury or death caused by the negligent or

willful

acts or omissions of the

Customer

or any of its

ffiliates or any of its or their officers, directors, employees, contractors or agents in connection with this Agreement, and

the

Customer

shall pay all damages finally awarded by a court of competent jurisdiction to such third party against any of the

Company

, or any settlement amounts agreed by

the

Customer

in writing; subject to the conditions that,

the

Company

shall notify

the

Customer

promptly of any

claims

, permit

the

Customer

to control the defense and settlement of such

laims (provided that

the

Company

may participate with counsel of its own choosing, at its own expense), and assist

the

Customer

, at

the

Customer

’s expense, in defending or settling such

laims.

The

Customer

shall not be liable for any settlement amounts entered into by

the

Company

without

the

Customer

’s prior written approval.

WAIVER

The failure of the Company to enforce a provision of this Agreement shall not be construed as a waiver or limitation of

the

Company’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

ASSIGNMENT OF AGREEMENT

This

greement may not be assigned or otherwise transferred by any

arty in whole or in part without the express

prior written consent of the

other Party

. In the event any Party shall change its corporate name or merge with another corporation, assignment shall be mutually agreed upon by all Parties

and the surviving or new corporation and any subsidiaries

shall be

similarly subject to the rights and obligations of this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive statement of the Agreement between the

arties regarding the products and services provided hereunder and super

edes any prior Agreements between the

arties with respect thereto.

COUNTERPARTS

This Agreement may be executed in counterparts, both of which, when taken together, shall constitute a signed

greement binding upon the

arties. Delivery of a signed counterpart of this Agreement by facsimile transmission, in paper copy by courier or regular mail or as an email attachment in PDF format shall constitute valid and sufficient delivery

thereof.

This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [State/PROVINCE].

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

COMPANY CUSTOMER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

SCHEDULE A

SUPPORT AND MAINTENANCE SERVICES

Support and Maintenance Services entitle the

Customer

to the following:

Telephone or electronic support

help the Client locate and correct problems with the Software.

Bug fixes and code corrections to correct Software malfunctions

bring such Software into substantial conformity with the operating specifications.

All extensions,

enhancements,

and other changes that the Company, at its sole discretion, makes or adds to the Software and which the Company furnishes, without charge, to all other

ubscribers of the SaaS Service.

Up to ____________ dedicated contacts designated by the Client in writing that will have access to support services.

Authorized and dedicated personnel of the Company who will be dedicated in providing all support services exclusively to the Client. The

ees for appointment of this dedicated personnel

are

a total of

________________.

RESPONSE AND RESOLUTION GOALS

“Business hours” _____________________, Monday to Friday, except holidays.

“Fix” means the repair or replacement of

Software component to remedy

Problem.

“Problem” means a defect in Software as defined in the Company’s standard Software specification that significantly degrades such Software.

“Respond” means acknowledgement of

Problem received containing

the

assigned support engineer name, date and time assigned, and severity

assignment.

“Workaround” means a change in the procedures followed or data supplied by the Client to avoid a Problem without substantially impairing the Client’s use of the Software.

PROBLEM SEVERITY	RESPONSE GOALS	RESOLUTION GOALS
The production system is creating a significant impact to the Client’s business function, preventing that function from being executed.
The production system or application is moderately affected. There is no workaround currently available, or the workaround is cumbersome to use.
The production system or application issue is not critical: no data has been lost, and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround.
Non-critical issues, general questions, enhancement requests, or the functionality does not match documented specifications.

ACCESSING SUPPORT

The online support center (______________________) is available 24x7 for self-service technical assistance including:

Downloading software updates and patches

Logging tickets and viewing status of previously submitted tickets

Viewing updates to supported platforms and hardware

Accessing product documentation, technical articles, and FAQs

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COMPANY CUSTOMER

White Label Saas Agreement