Support Terms And Agreement

Please read this agreement in its entirety and choose I Agree or I Do Not Agree at the bottom if you are making a purchase. All users of our service will be bound by this agreement. This User Agreement (the "Agreement") governs the terms of the use by Client of services offered by McMurtrey/Whitaker & Associates, Inc. ("Cart32"). Client agrees to receive access to the McMurtrey/Whitaker & Associates, Inc. support services according to the following terms and conditions:

Scope

In this fixed-price service, the Customer receives at one previously licensed Product located at one Site, one of the following: Cart32 Support Plan "Per Incident" - Telephone, chat, and e-mail support as described on the web site of Cart32 for one (1) support incident for one (1) hour. Cart32 Support Plan "Annual" - Telephone, chat, and e-mail support as described on the web site of Cart32. Cart32 Support Plan "Basic" - Telephone, chat, and e-mail support as described on the web site of Cart32 and unlimited upgrades and updates for one license copy of the Product (if required) as they become available and at the request of Customer. Cart32 Support Plan "Extended" - Priority telephone, chat, and e-mail support as described on the web site of Cart32 and Premium identification in our support system, two (2) free installations for the single licensed copy of the Product, two 2 free database repairs for the single licensed copy of the Product, two (2) Cart Checkups for the single licensed copy of the Product, unlimited upgrades and updates for one license copy of the Product (if required) as they become available and at the request of Customer. Note for all service levels: Customer may only down grade Cart32 Support Plan levels at the expiration of the term of this agreement. Cart32 will not perform an in-depth review as part of this Service. Should Customer want to make any addition or change that is set forth in this SERVICE LISTING, the Cart32 Project Manager will follow standard change control procedures described in Section 3 below. Cart32 will complete all work authorized under change control on a time-and-materials basis at Cart32's then current rates.

Customer Responsibilities

Customer must assign a project manager ("Project Manager") to:

• Provide direction and guidance to Customer's personnel as required by Cart32 to maintain project momentum;
• Provide information and resources in a timely manner as needed by Cart32 to enable Cart32 to complete the tasks described in this SERVICE LISTING;
• Be readily available when required by Cart32 for the duration of the Service.
• Customer shall provide Cart32 with the following: Internet access and access to relevant internal and external systems with any applicable passwords and related information as needed.

Changes

If Customer requests a material change in the scope of this Service Listing, as determined by Cart32 in its sole discretion ("Change"), Cart32 and Customer will review the Change through the change control process set forth as follows:

When Cart32 determines a change is material, Cart32 will complete the Change Request Form (the "Form") and provide the completed Form to Customer. Both Cart32 and Customer will have to provide written approval of the Change detailed in the Form, including the impact of the Change on the schedule, resources, and the price of the Service, before Cart32 will make the Change. When Customer accepts the Change set forth in the Form, Customer will modify its P.O. or other forms for payment as requested by Cart32. If Customer does not accept the Change as set forth in the Form (including the impact on the schedule, resources, or price), the Parties will complete their obligations with respect to this Service as set forth in this Service Listing.

Customer Responsibilities

Cart32 will rely on the following requirements of Customer, together with those stated elsewhere in this Service Listing, in performing the Service. Should any of these assumptions prove to be incorrect or incomplete or should Customer fail to comply with any of the Customer Responsibilities set forth in this Service Listing, Cart32 reserves the right to modify the price, scope, or schedule of the Service via the Process.

• Customer staff assigned to support Cart32 staff must be properly trained in their area of responsibility (e.g. such as Administrator access to the server).
• Customer will have valid licenses for all software covered by the Service at Customer's Site, which licenses must cover Cart32's use of the software as well.
• Customer must be performing backups on a regular basis at the proposed Site prior to Cart32 providing the Service. It is presumed that a proper cycle of testing was done during the implementation. This Service will not include end-to-end testing.
• Cart32 shall have no obligation under this Agreement to correct any bugs, defects or errors in any software or hardware at the Site or to otherwise support or maintain any software or hardware at the Site.
• This Service will be conducted during Cart32's normal local business hours, excluding public holidays.
• Service schedule estimates represent Cart32's best technical judgment based on information available. Actual Service duration may vary.
• Cart32 reserves the right to use subcontractors in those roles it deems appropriate.
• The Services described in this SERVICE LISTING will be deemed accepted by Customer upon delivery.
• Customer agrees that it shall have the sole responsibility for protecting its data used in connection with the Services.
• The Services or Products or supplemental materials and documents may contain Cart32 confidential and proprietary information which is subject to the limitations on use and disclosure as set forth in the Agreement, defined below, between Customer and Cart32.
• Cart32 will not perform the Service on any backup server and client systems where the server and client are separated by a firewall.
• Cart32 will not review any media that contain backup information to validate that the backups were done accurately.
• Cart32 will not design or implement backup and restore policies and schedules under this service nor will Cart32 review existing backup and restore Customer policies and schedules.

Term

This agreement is effective for one year from the Effective Date. This Agreement shall renew automatically for additional one-year terms unless either party provides written notice to the other of its intention to terminate this Agreement at least thirty (30) days prior to the expiration of the then-current term.

Fees and Expenses

This is a fixed-price engagement. The fee for Cart32 Support Plan "Basic" is 20% of the original license cost per year. The fee for Cart32 Support Plan "Extended" is 20% of the original license cost plus $100 per year. For payment of the annual contract, Customer agrees to a single charge on Customer's credit card for the applicable amount due for the entire term. Upon termination of the contract term (twelve months), Customer may consider renewal of the membership, in accordance with any revised pricing that may be in effect at that future date.

Contract Requirements

In the event that Customer purchases the above-described Service from Cart32, this Service Listing is incorporated by reference in and subject to the terms of the services agreement most recently entered into between Customer and Cart32 ("Agreement"). Cart32 is not obligated to perform the Services described in this Service Listing unless Customer has an existing services Agreement with Cart32 and has received an order confirmation from Cart32 accepting Customer's purchase order or electronic order for the Services. This Service Listing does not constitute an offer by or invitation to contract with Cart32. The Services described above are subject to availability and unless otherwise stated, are only available within the above-referenced country.