Exhibit A to Attachment 4 - ECS Basic Plus Support AgreementECS BASIC PLUS SUPPORT AGREEMENT - TERMS AND CONDITIONS
This ECS Priority Support Agreement (the “Support Agreement”) is incorporated by thisreference in the agreement to which itis attached
the “Master Agreement”. Products covered by this Support Agreement (“Products”) are any item or group of items supplied by ECS
which are set forth in the Master Agreement or any corresponding ECS invoice forsupport services (each an “Invoice”). Unless specified
differently, defined terms herein shall have the same meaning as attributed to them in the Master Agreement. ECS Imaging, Inc. (“ECS”),
a Value-Added Reseller of Laserfiche, and the Client agree to be governed by this Support Agreement relative to the software and/or
hardware maintenance services (“Service” or “Services”) which ECS will provide relative to the Products. The terms and provisions in
this Support Agreement shall control over any inconsistent terms or provisions in the Master Agreement.
1) Software Maintenance/Priority Support Services: Based on the software provided as part of the Master Agreement or applicable
Invoice, ECS will supply the following software maintenance/support services:
a) ECS shall provide all necessary telephone support for reporting and resolving problems with the software products covered by
this Support Agreement, and shall be available to receive notification bythe Client of any software problem. The Client must provide
adequate information and documentation to enable ECS to recreate the reported problem. Ifitisdetermined that there isno problem
with the software products, ECS will so inform theClient and, in such case, ECS reserves the right to charge the Client for the
services provided at ECS 'sthen current standard rates plus reasonable associated expenses. Notwithstanding the provisions ofthis
section, ECS makes no warranties that the maintenance/support provided hereunder will be successful in resolving any problems or
in diagnosing faults.
b) Service is available by calling 877-790-1600 or viaE-mail at helpdesk@ecsimaging.comduring Regular Business Hours, defined
as the hours between 7:30 a.m. and 5:00 p.m. PST, Monday through Friday (excluding ECS company holidays). ECS agrees to use
reasonable efforts to respond to the Client'sservice request within four (4) hours of receipt of notification. ECS shall first attempt to
diagnose the reported problem via telephone and/or e-mail, ifconsidered appropriate, shall attempt to resolve the reported problem
by requesting that the Client perform any required/standard operational maintenance or simple adjustments which the Client can
reasonably beexpected toconduct. Ifthe reported problem is notresolved via telephone and/or e-mail, ECS shall arrange for a
system engineer to visit the Client'ssite during ECS'sRegular Business Hours.
c) The Client has purchased an unlimited support per year as defined in the Invoice for support services. Basic Plus Support can be
used for remote desktop support and remote upgrades only. On-site support, on-site and remote upgrades, and on-site training can
be provided after the Client purchases Professional Services Hours at arate of $250/Hr.
2) Hardware Maintenance/Support Services: If applicable based onthe above-described Products, ECS will supply the following
hardware maintenance/support services:
a) Hardware maintenance will becovered if such hardware is covered by the manufacturer’swarranty and the warranty is
maintained through ECS.
3) Charges: ECS will invoice Client for the total software/hardware maintenance/support services cost, including any applicable taxes.
Client agrees toremit complete payment for such invoice in advance of the renewal date indicated. An interest payment of 1.5%
compounded monthly and any applicable software maintenance reinstatement fees imposed by the software manufacturer shall be added
to any such invoices notpaid by the renewal date specified ontheMaster Agreement or Invoice.
4) Client Responsibility: Client is responsible for:
a) Notifying ECS in advance of any material changes to the supported Products components, including, but not limited to, the
system'snetwork, server/workstation hardware, operating system or security configuration.
b) Having avalid backup of data at alltimes to maintain original operating system, data and application software.
c) Promptly notifying ECS of any need for service and making product(s) available to ECS engineers.
d) Running diagnostic tests on all non-supported system components (network, server/workstation hardware, operating system or
security configuration) before having aproduct serviced under this Support Agreement.
5) Limitations of Service: Maintenance/support services provided under this Support Agreement do not include:
a) Cost of bringing product(s) to operational status prior to placing them under maintenance.
b) Costs related to the resolution of software problems caused by unapproved changes to the supported system'snetwork,
server/workstation hardware, operating system or security configuration.
c) Repair of damage caused by; accidents, natural disaster, improper use, damage during transportation/relocation by Client, work
performed on software/hardware by personnel other than ECS employees/subcontractors, causes beyond ECS 'scontrol.
d) Furnishing consumable supplies or accessories as specified by the manufacturer.
e) Hardware with missing or altered serial numbers.
f) Repair ofdamage orincrease in service time caused by the use of the product for purpose other than for which itwas designed
or beyond the manufacturer'sspecifications.
Ifservices are required due to the above causes, ECS will provide services at ECS'sthen current standard service rates.
6) Term: This Support Agreement shall bein effect beginning on the first data of support and continue for one year, unless sooner
terminated as provided in Section 7of this Support Agreement.
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Exhibit A
7) Termination: Client may terminate this Support Agreement for any reason with sixty (60) days written notice prior tothe anniversary.
Client may also terminate this Support Agreement ifany material agreement or obligation contained or referred to in the Support
Agreement has been breached by ECS, provided that Client has given ECS notice of such breach and there has been afailure to cure
such breach, if curable, within thirty (30) days after receipt of such notice. Unless such breach has been cured, termination shall be
effective thirty (30) days after receipt of such notice, and shall be without prejudice to any other right or remedy towhich Client may be
entitled either at law, in equity, or otherwise, including, without limitation, under this Support Agreement, may terminate this Support
Agreement at any time for any reason with sixty (60) days written notice. Upon terminating the Support Agreement, ECS will issue a
prorated refund of any remaining prepaid Support Agreement coverage. The refund amount will be for the ECS Priority Support Hours
only and will not include prepaid, non-refundable maintenance/support fees paid to the software manufacturer(s) or third-party hardware
service provider(s).
8) Rate Changes: The Priority Support rates stated within this Support Agreement will notchange during the for aperiod of one year.
All rates are adjustable for Priority Support coverage periods after the End Date.
9) Limitation of Liability: Client must provide ECS with notice of claims of damage, improper service, or lawsuit within thirty (30) days
of service. ECS shall not be liable for performance delays or for nonperformance due to causes beyond its reasonable control. For any
material breach of this Support Agreement by ECS, Client's remedy and ECS'sliability shall be limited to a refund of related
maintenance/support fees paid during the period of breach, up to amaximum of twelve (12) months. The remedies provided herein are
Client'ssole and exclusive remedies. In no event will ECS be liable for special, punitive, incidental, or consequential damages, whether
based in contract, tort, orotherwise, including, without limitation, claims for loss or corruption of data or lost profit.
10) Entire Agreement: Client acknowledges that he/she/it has read this Support Agreement, understands it and agrees to be bound
by the terms and provisions setforth herein. This Support Agreement may not be modified or amended except by written instrument
duly executed by the parties. This Support Agreement, contains the entire agreement and understanding between ECS and the Client
respecting the subject matter hereof and itsupersedes and replaces any prior or contemporaneous written or oral proposals or Support
Agreements relative to Support Agreement services.
11) Binding Effect: Subject to any prohibition against assignment contained herein, the within Support Agreement shall bebinding on and
shall inure to thebenefit of theheirs, executors, administrators, successors, and assigns of theparties hereto.
12) Governing Law - Venue: This Support Agreement shall be governed by and construed in accordance with the laws of the State of
California. Itshall be deemed to have been made and entered into inthe City of Riverside, State of California, and all legal actions or arbitrations
pertaining thereto shall occur with regard to such specification ofvenue.
13) Professional Services: ECS provides professional services for developing workflows, electronic forms, ordata conversions and several
other services. Ifthe client chooses, these services willbe provided by ECS at the rate of $250 per hour with atwo-hour minimum, portal-to-
portal.
14) Acceptance: This Support Agreement is deemed accepted by and binding upon Client by virtue of any ofthe following: (i) Client’s
execution of the Master Agreement; or (ii) ECS receiving aClient generated purchase order at any time during the period specified for any
Services to beperformed by ECS; or (iii) Client availing itself ofthe Services to be provided hereunder.
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