Extended Service Agreement

This Extended Service Agreement (ESA) is to be effective as of the date of the last signature below (“Effective Date”) between ManagerPlus Solutions, LP (“Company”) and Customer (together the “Parties”). Capitalized terms not defined in this ESA will have the meaning provided in the Software License Agreement. Company and Customer hereby agree as follows:

1. Definitions.
   “Business Days” are Monday to Friday during Normal Support Hours, excluding Company holidays.

   “Incident” means a support question or reproducible failure of the Service to substantially conform to the functions and/or specifications as described in User Guides and reported to Company.

   “Normal Support Hours” are 7:00 a.m. to 4:00 p.m. on Business Days in the U.S. Mountain time zone.

2. Term. The term of this ESA shall commence on the Effective Date and shall continue for the length of time referenced in the Order Form.
3. Fees. All fees associated with the ESA are nonrefundable and are outlined within the Order Form.
4. Support Services. Company does not provide Support Services for problems that are caused by the hardware and/or software that Customer uses in conjunction with the Services (such as network products, web servers, and operating system software) or any modifications to the Service that have not been authorized by Company in writing. In addition, under no circumstances will Company be obligated to provide Support Services for problems resulting from use of the Service other than as authorized in the Order Form and the Software License Agreement.
5. Incident Reporting. Users must report an Incident via the webform found at www.managerplus.com/support or via emailing support@managerplus.com.
   1. Required Information. All Incident reports must include the following:
      • Wording of all related error messages;
      • A full description of the Incident and expected results; and,
      • Any special circumstances surrounding the discovery of the Incident.
   2. Company’s Obligations. Company will make available Support Services access during Normal Support Hours for the Customer to report Incidents and receive assistance. On receipt of an Incident report, Company shall establish whether there is an Incident for which the Customer is entitled to Support Services under this Support Services Agreement and, if so, shall:
      • Confirm receipt of the Incident report
      • Analyze the Incident and verify the existence of the problem.
      • Give the Customer direction and assistance in resolving the Incident pursuant to the terms described herein.
   3. Customer’s Obligations. Company’s obligation to provide Support Services is conditioned upon the Customer: (a) paying all applicable fees for Support Services, if any; (b) having valid access to the Service; (c) providing Company with all reasonable assistance and providing Company with data, information and materials as that are reasonably necessary; and (d) procuring, installing and maintaining all equipment, communication interfaces and other hardware and software necessary to access the Service.