This Support Services Appendix, a part of the GenXys Subscription Services Agreement made between GenXys and the Subscriber (the “Agreement”), establishes the terms and conditions under which GenXys will provide those support services to the Subscriber described in Attachment 1 to this Appendix (“Support Services”). Capitalized terms used but not defined in this Appendix have the meanings assigned to them elsewhere in this Agreement.

The parties agree as follows:

1. Defined Terms

1.1 In this Appendix:

(a) “Software Correction” means commercially reasonable efforts to develop and implement an appropriate correction for a reproducible Software Error by assisting the Subscriber by telephone or electronic mail to answer questions and diagnose problems with the GenXys Platform or an Interface.

(b) “Software Error” means any reproducible failure of the GenXys Platform or an Interface to operate in substantial conformity with the Documentation published from time to time.

(c ) “Support Hours” means the hours of 8:00 a.m. to 8:00 p.m. (Pacific Standard Time), Monday through Friday, excluding federal holidays.

(d) “System Downtime” means that the GenXys Platform is not available to Authorized Parties during Support Hours as a result of a Severity Level 1 or a Severity Level 2 Software Error.

(e) “Scheduled Maintenance Period” means GenXys’ periodic weekly scheduled maintenance of the GenXys Platform, not to exceed one hour per week, not to be undertaken during business hours in the United States, and with at least 72 hours advance notice.

(f) “System Uptime” means that the GenXys Platform is available to Authorized Parties during Support Hours.

2. Support Services

2.1 Following Acceptance of the GenXys Platform, GenXys will provide the Support Services as described in Attachment 1 to this Appendix.

2.2 Unless specifically listed in Attachment 1 to this Appendix or in the Financial Terms, Support Services do not include any installation, deployment, configuration or support for (a) the Subscriber’s network, (b) the Subscriber’s hardware; (c) third party software products or (d) any interfaces between the GenXys Platform and other products (other than interfaces listed in the Financial Terms or Additional Terms).

2.3 GenXys will not be required to render any on-site Support Services.

3. Payment of Additional Amounts

3.1 The cost of Support Services is included in the Annual Subscription Fee. If the Financial Terms include costs for maintenance or support services in addition to the Support Services, then the Subscriber will pay for those costs at the time(s) specified in the Financial Terms. If the Subscriber requests that GenXys provide maintenance and support services in addition to Support Services or other services not included in the Financial Terms, then GenXys may provide those services and, in that event, the Subscriber will pay for all such additional services at the GenXys’ rates then in effect.

4. Subscriber Responsibilities

4.1 The Subscriber and GenXys share a common goal: to minimize disruptions to the Subscriber’s business caused by Software Errors. The Subscriber understands that in order to achieve this goal, it must perform its responsibilities under this Agreement, as well as the following responsibilities specific to the provision of Support Services:

(a) On or before Acceptance of the GenXys Platform, the Subscriber must designate up to 2 named contacts who are authorized to request and receive Support Services from GenXys and will identify those individuals in writing to GenXys. Each named support contact must be trained on the GenXys Platform in order to initiate a support request. The Subscriber will have the right to replace a named support contact from time to time upon identifying a new individual to GenXys;

(b) Operating the Subscriber’s software, hardware and other equipment;

(c ) In order for GenXys personnel to analyze and diagnose Software Errors effectively, the Subscriber must perform the following initial research and problem isolation activities: (i) review available user manuals, (ii) isolate Software Errors to an area of the GenXys Platform, (iii) collect all of the required documentation, such as error codes and steps to re-create the Software Error, and (iv) contact GenXys promptly to report the Software Error;

(d) Timely application and testing of Software Corrections; and

(e) Provide GenXys with remote electronic access to the Subscriber’s systems as reasonably required by GenXys in order to facilitate GenXys’ ability to timely perform Support Services.

5. Implementation of Support Services

5.1 GenXys will implement all Software Corrections into the GenXys Platform from time to time in accordance with this Appendix. The Subscriber understands and agrees that its failure to access and use the most current version of the GenXys Platform may render the GenXys Platform non-conforming with applicable Documentation and/or applicable laws, and the Subscriber hereby agrees to assume all risks therefrom and hereby releases GenXys from any loss, liability or claim resulting from that failure.

6. Service Levels

6.1 Commencing with the first complete month following Acceptance and continuing for the remainder of the Term, for each month GenXys will use commercially reasonable efforts to ensure that the GenXys Platform will have System Uptime of at least 99.0% during Support Hours in that month.

6.2 System Uptime is calculated using the following formula: x = [n-y]/n]*100, where, “x” is the uptime percentage, “n” is the total number of Support Hours in a given month, and “y” is the total number of hours of System Downtime in that month, excluding any hours of System Downtime resulting from one or more Exceptions (as defined in Attachment 1 to this Appendix).

ATTACHMENT 1 TO SUPPORT SERVICES APPENDIX

DESCRIPTION OF SUPPORT SERVICES

The Support Services consist of the following:

Technical Support

During Support Hours, GenXys will provide technical support for the GenXys Platform and Interfaces as follows:

(a) Standard Telephone Support. GenXys will provide the Subscriber access to its call centre via a toll-free telephone number for use by the Subscriber in reporting Software Errors.

(b) Remote Diagnostic and Remedial Support. GenXys will provide remote electronic diagnostic and remedial support services for the GenXys Platform and Interfaces through Bomgar or other remote access program, provided by the Subscriber.

Severity Levels and Response Times

“Severity Level 1” a Software Error that prevents the performance of any critical program functions, and that cannot be circumvented or avoided by the Subscriber on a temporary basis.

“Severity Level 2” a Software Error that significantly impairs the performance of any critical program functions, and that cannot be circumvented or avoided by the Subscriber on a temporary basis.

“Severity Level 3” a Software Error that does not prevent or significantly impair the performance of any critical program functions, or where such prevention or impairment can be circumvented or avoided by the Subscriber on a temporary basis.

“Severity Level 4” a low impact Software Error or Documentation issue.

If there is any dispute between GenXys and the Subscriber as to the severity level of a reported Software Error, GenXys’ good faith categorization of the Software Error will be final and binding on the parties.

Once the Subscriber reports a Software Error to GenXys, GenXys will, subject to the exceptions set out below, use reasonable efforts to assess and commence corrective action on the reported Software Error based on the assigned GenXys published Support Hours, as follows:

Severity Level 1 

Response Time for Initial Assessment of Software Error (from time report received by GenXys): within 120 minutes

Corrective Action: Commencing as soon as possible after the initial report of the Software Error and continuing until a Software Correction has been implemented or until the Software Error is no longer classified as Severity Level 1.

Severity Level 2

Response Time for Initial Assessment of Software Error (from time report received by GenXys): within 120 minutes

Corrective Action: Commencing as soon as possible after the initial report of the Software Error and continuing until a Software Correction has been implemented or until the Software Error is no longer classified as Severity Level 2.

Severity Level 3

Response Time for Initial Assessment of Software Error (from time report received by GenXys): by end of next business day

Corrective Action: GenXys will initiate a resolution to the Software Error within a reasonable period of time after the initial report and will continue to develop a Software Correction during Support Hours or until the Software Error is no longer classified as Severity Level 3.

Severity Level 4

Response Time for Initial Assessment of Software Error (from time report received by GenXys): by end of next business day

Corrective Action: GenXys will initiate a resolution to the Software Error within a reasonable period of time after the initial report and will incorporate an appropriate Software Correction into the GenXys Platform

The Subscriber acknowledges and agrees that a Software Correction may (a) consist of one or more temporary workarounds (implemented at the same time or sequentially over a period of time) that are designed to resolve the Software Error, or (b) provide an interim solution to the business impediment caused by that Software Error or reduce the Severity Level of that Software Error. If the Severity Level of a Software Error is reduced, then GenXys will continue corrective action in accordance with the reduced Severity Level.

GenXys will notify the Subscriber promptly if it is unable to resolve any Software Error and work with them to resolve the issue.

Scheduled Maintenance Periods

Some or all of the availability and/or functionality of the GenXys Platform may be reduced or prevented during Scheduled Maintenance Periods. GenXys will use reasonable efforts to schedule Scheduled Maintenance Periods outside of Support Hours and otherwise during off-peak periods.

Exceptions

Each of the following events is an exception (“Exception”) to GenXys’ response time and correction action commitments in the Software Support Appendix and this Attachment:

(a) The failure of the Subscriber equipment (including but not limited to the Subscriber’s hardware, network servers, routers, firewalls, or other peripheral desktops or thin clients and printers) whether or not supplied by GenXys.

(B) Software Errors resulting from software and hardware defects of access devices and systems not under GenXys control that provide service to and from the GenXys Platform.

( c) Unavailability of the GenXys Platform or an Interface , or degradation of service, caused by the internet service provider delivering services to the Subscriber.

(d) Unavailability of the GenXys Platform or an Interface , or degradation of service, caused by a Force Majeure Event.

(e) Unavailability of the GenXys Platform or an Interface , or degradation of service, during a Scheduled Maintenance Period.

(f) Support Services undertaken by GenXys at the Subscriber’s request that require a system shutdown and/or reboot

(g) Instances where GenXys is not granted remote access to the Subscriber’s facilities to provide Support Services, where such access is required

(h) Any System Downtime resulting from any negligent or wilful act or omission of the Subscriber, or any third party not authorized by GenXys.