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Terms and Conditions

SECURITY AND PRIVACY POLICY

We are committed to safeguarding your privacy on our website located on all of Liquid Logics operated systems. This is the online security and privacy policy of Liquid Logics, LLC (Liquid Logics) – the company that runs liquidlogics.com, Bullseye, bullseyebridge.com and LiquidLogics.com This Privacy Policy does not apply to products or services provided, or information obtained, other than through the website. Please read the following policy to understand how your information will be treated. This policy may change from time to time, so please check back periodically. If there is an important change in our collection, use, or disclosure practices, we will attempt to send you a notice via e-mail if you have provided us with an e-mail address. Please keep in mind that some of the services mentioned specifically in this policy may not be available on the site at this time. If you have questions concerning this policy, please contact Support at support@LiquidLogics.com. This Privacy Policy is effective as of March 11, 2019.

WHAT INFORMATION DOES LIQUID LOGICS, LLC COLLECT FROM ME?

Liquid Logics, LLC collects information in several ways. For example, some personal information is gathered when you register in the different sites managed or owned by Liquid Logics as a user through our account interface. During registration, we may ask for your name, address, phone number, and e-mail. Once your registration is complete, you are no longer anonymous to Liquid Logics and are able to take full advantage of our services. In addition to registration, we may ask you for information at other times, such as when you report a problem with our site or services, or contact the company via the corporate e-mail address. If you contact Liquid Logics, we may keep a record of that correspondence. If you contact us by e-mail, we use your e-mail address (which is personally identifiable information) only to respond to your specific request or question. We keep that information and use it only for the purpose of providing administrating account permissions and access approvals. We may collect your contact information where necessary for your safety. If you want full access to our site, we will collect your e-mail address. We may also collect your name and e-mail address for the limited purposes of protecting the security and integrity of the site, taking precautions against liability, responding to the judicial process, or for law enforcement on a matter related to public safety. If you believe that any inaccurate or inappropriate information has been obtained or disseminated through your use of this website, you should contact a representative of Liquid Logics at privacy@liquidlogics.com.

HOW DOES LIQUID LOGICS USE COOKIES AND OTHER TECHNOLOGY?

We may collect information through technology to make our site more interesting and useful to you. For instance, we collect IP addresses and use technology to track traffic patterns on the site. Once you have logged into the site, we may track your activities by using logs of database transactions and server interactions. This data is used to improve your online experience. We also use this information to understand which areas of our website are most appealing or least appealing. Our site also may use cookies, which are pieces of information that a website sends to your computer while you are viewing the website. Cookies provide information to the site so that the site will remember who you are. These technical methods may involve the transmission of information either directly to us or to another party we authorize to collect information on our behalf.

HOW DOES LIQUID LOGICS USE THE INFORMATION?

Liquid Logics’ primary goal in collecting information is to improve the site and provide the user with the best possible experience on the site. We may also use your personal information to notify you of other products or services available from Liquid Logics. Except as provided herein, only Liquid Logics will have access to individuals' account information. We also may do research on our users' demographics and behavior based on the information provided to us upon registration, gathered from transaction activity, from our server log files or from surveys. This research may be compiled, analyzed on an aggregated basis, which does not include information identifying individual users.

WHO IS COLLECTING INFORMATION?

When you are on a Liquid Logics site and are asked for personal information, you are sharing that information with Liquid Logics and its parent company. Please be aware that other websites to which we link may collect personally identifiable information about you when you visit those sites. The information practices of other websites linked to our websites are not covered by this Privacy Policy.

WITH WHOM DOES LIQUID LOGICS SHARE MY INFORMATION?

We will not disclose any of your personally identifiable information except when we have your permission for example to share it with a mortgage bank who you wish to share your information with and indicated that choice or under special circumstances, such as when we believe in good faith that the law requires it or under the circumstances described below. The following describes some of the ways that your information may be disclosed. Content: information, videos, photos, text, and other content that you upload to the site will be associated with your registered account, subject to the content control settings selected by the registered client. Blinded Data: We may disclose “blinded” aggregated data and user statistics to other third parties, and for other lawful purposes. Blinded data is data that does not identify an individual person. Banks: All information shared by you online will be made available to your mortgage bank of choice where you expressly consent to Liquid Logics’ disclosure of such information to your mortgage bank. Banks: All information shared by you online may be made available to your administrators and you expressly consent to Liquid Logics’ disclosure of such information to your administrators. Other: We also may disclose your information in special cases when we have reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be violating Liquid Logics’ Terms of Use Agreement, or may otherwise be causing injury to or interference with (either intentionally or unintentionally) Liquid Logics’ rights or property, other Liquid Logics website users or customers, or anyone else that may be harmed by such activities. We may disclose or access account information when we believe in good faith that the law requires it and for administrative and other purposes that we deem necessary to maintain, service and improve our products and services. We occasionally hire or partner with other companies to provide limited services on our behalf or we feel they are reputable companies to be affiliated with Liquid Logics, including packaging, delivering, answering customer questions about products or services, sending postal mail, providing investor information, and processing data. We will only provide those companies the information they need to deliver the service, and they are contractually prohibited from using that information for any other purpose. As we continue to develop our business, we may buy or sell businesses or assets. In such transactions, confidential customer information generally is one of the transferred business assets. In the event of a transaction involving the sale of some or all of Liquid Logics’ businesses, customer and site visitor information may be one of the transferred assets. In such case, the transferred information may become subject to a different privacy policy. Based on your permission via opt-in choice, we may share your information with business affiliates that have strategic and business partnerships with Liquid Logics.

HOW CAN I CONTROL MY PERSONAL INFORMATION?

Liquid Logics offers its users choices for the collection, use and sharing of personal information. You may login at www.LiquidLogics.com if you wish to view, edit or delete your personal information from our database, and we will use commercially reasonable efforts to accommodate your request.

HOW DOES LIQUID LOGICS PROTECT FINANCIAL-RELATED INFORMATION?

Keeping your personal financial information private is vitally important to us. As a matter of policy and business practice, Liquid Logics does not sell personal information provided by its customers. At Liquid Logics, we conform to the Payment Card Industry (PCI) Data Security Standard for the protection of financial credit card information. This standard provides security requirements for credit card merchants to safely secure, transport and store your sensitive personal and financial data. We may report a security breach to you as required by law. Any user statistics that we may provide to prospective partners regarding financial matters are provided in the aggregate only and do not include any personally identifiable information about any individual user. We will transfer your credit card number, bank account number or other personal information to the appropriate credit card company or bank in order to process any online payments or your mortgage application.

WHAT SECURITY PRECAUTIONS ARE IN PLACE TO PROTECT THE LOSS, MISUSE, OR ALTERATION OF MY INFORMATION?

Your Liquid Logics Account Information and Liquid Logics Profile are password-protected so you have access to this personal information. We use secure socket layer (“ssl”) encryption technology for all transmission of credit card numbers, bank account numbers, passwords, and registration information. Remember to sign out of your Liquid Logics account and close your browser window when you have finished your work. This is to ensure that others cannot access your account by using your computer when you are away from it. Because of the global nature of the Internet, when you give us information, that information may be sent electronically to servers outside of the country where you originally entered the information. Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. Except as discussed above or otherwise designated, this site does not use security encryption measures over the Internet. Therefore, information that you disclose by use of this site, by posting a message or using email, potentially could be collected and used by others since e-mail and message postings are not encrypted. This may result in unsolicited messages from third parties or use of such information by third parties for their own purposes, legal or illegal. As a result, while we strive to protect your personal information, Liquid Logics cannot ensure or warrant the security of any information you transmit to us or from our services, and you do so at your own risk. Once we receive your transmission, we use commercially reasonable efforts to ensure its security on our systems.

CHOICE/OPT-IN

Except for administrative messages needed to run the site and administer your account, our website provides users the opportunity to opt-in to receiving communications from us. Where indicated, just click on the appropriate radio button when completing a survey, form, or registration process to opt-in to the designated communication. For example, you may be able to opt-in to communications with Liquid Logics strategic partners, participation in research products and communications with other third parties. We operate in this manner to protect your choice as a consumer of our services. Please allow a reasonable period of time for your changes to take effect. To ensure that you will not receive recurring marketing information from us unless you choose to, we will provide simple instructions on every marketing e-mail from Liquid Logics for you to let us know that you have chosen to stop receiving such e-mails from us.

WHAT ELSE SHOULD I KNOW ABOUT MY PRIVACY?

Please keep in mind that whenever you voluntarily disclose information online, that information is accessible to other customers and users. Ultimately, you are solely responsible for maintaining the secrecy of your passwords and/or any account information. Please be careful and responsible whenever you are online. When you or we end your customer relationship with us, we will treat the information we have about you as if you were still our customer.

MORTGAGE DATA

Liquid Logics recognizes the sensitivity of personal mortgage information and strives to provide services that maintain the confidentiality of that information at all times. Under no circumstances will this information be made available to third parties without your prior consent. Liquid Logics ultimately is a service for you a location for all of your data in one place and build a profile you can compare it against banks offerings and only share the information with your own choice with the banks you wish to do business with. Liquid Logics does not offer mortgages, engage in rendering mortgages or provide financial advice or services. We offer a place for you to collect your information, compare it to available member mortgage banks published guidelines, common fees, costs and rates. We provide you with options to submit your data from one location to multiple mortgage banks who pledged to process your loan. You can choose to proceed with and engage an available mortgage banker of your choice to proceed in the loan process.

WHO DO USERS CONTACT WITH QUESTIONS OR CONCERNS ABOUT OUR PRIVACY POLICY?

If you need further assistance, please send an e-mail with your questions or comments to privacy@LiquidLogics.com.

GENERAL TERMS AND CONDITIONS

1. Definitions. Capitalized terms used in this Agreement without definition will have the meanings set forth below or in the applicable Schedule:

“Bankruptcy Event” means with respect to a party the occurrence of any of the following: (a) such party makes an assignment for the benefit of creditors; (b) a petition under any foreign, state or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by such party; or (c) such a petition is filed with respect to such party by any third party, or an application for a receiver is made by anyone, and such petition or application is not resolved favorably within sixty (60) days.

“Change Order” means a Change Order executed pursuant to Section 2.4 of this Master Agreement which reflects a change to Software or Services that are covered in a Schedule to this Agreement. A Change Order shall serve as an amendment to the applicable Schedule as referenced in the Change Order.

“Confidential Information” means confidential information of either party as described in Section 5 of this Master Agreement.

“Customer Supplied Software” means any software, other than Liquid Logics Supplied Software. Customer Supplied Software includes Third Party Software.

“Deliverable(s)” means, documents or other materials created by Liquid Logics and required to be delivered to Customer pursuant to a Schedule or SOW. “Deliverable” does not include Software.

“Hardware” means servers, telecommunications and other equipment listed in an Exhibit to this Agreement to be supplied by Liquid Logics and or Customer, as set forth in such Exhibit, for the purpose of rendering the Services.

“Services” means the services (excluding Software) to be provided to Customer by Liquid Logics as described in a Schedule to this Agreement.

“Software” means all Software supplied by Liquid Logics and or Customer, including but not limited to Liquid Logics Software, Third Party Software, database software, operating system software and/or remote access software.

“Third Party Software” means any Software owned by a third party that is licensed by Customer either from a third party vendor or through Liquid Logics pursuant to a separate agreement.

“SLA(s)” and “SLA Services” means the SLA(s) attached to this Agreement as a Schedule and the Services to be rendered pursuant to such SLA(s).

“Statement of Work” or “SOW” means a statement of work describing the Services to be provided to Customer pursuant to a Schedule hereto. The parties can execute a SOW to add Services to a Schedule and such SOW shall become an Exhibit to the applicable Schedule.

“Liquid Logics Software” means software owned and provided by Liquid Logics that is listed in Exhibit A to an SLA that may be accessed by Customer solely in connection with the SLA Services and that is not licensed to Customer or that is licensed to the Customer and listed in Exhibit A to a Software License Agreement.

“Liquid Logics Supplied Software” means software provided by Liquid Logics that is listed in Exhibit A to an SLA that may be accessed by Customer solely in connection with the SLA Services and that is not licensed to Customer.

2. SERVICES AND LICENSES

2.1 Scope. Liquid Logics will perform the Services, deliver the Deliverables, provide access to the Liquid Logics Supplied Software and/or distribute the Third Party Software acquired through Liquid Logics as specified in a Schedule hereto. Each Schedule shall set forth, at a minimum (i) the software to be licensed, (ii) the Services to be performed, (iii) Software and Hardware to be provided by each party in connection with the Services, and (iv) the fees for such Services, Software or Hardware, as applicable. Other than as expressly set forth in the relevant Schedule: (i) Customer may not resell, lease or sublicense the Services or Liquid Logics Supplied Software; and (ii) Customer may not use the Services or Liquid Logics Supplied Software in a commercial service bureau environment or to process third party data.

2.2 Method of Performing Services. Liquid Logics shall observe at all times the security and safety policies of the Customer made known to Liquid Logics while performing Services on the Customer’s premises. Liquid Logics, in conjunction with its personnel, will determine the method, details and means of performing the Services in accordance with the terms of this Agreement (including all Schedules). The scope of the Services shall be mutually agreed upon by both parties in a Schedule hereto.

2.3 Access to Facilities and Information. Customer will provide Liquid Logics reasonable access to hardware, equipment, tools, supplies, software, utilities, information and facilities of Customer reasonably determined by the parties to be necessary to enable Liquid Logics to perform any Services. Customer agrees to cooperate with Liquid Logics and respond in a timely manner to all reasonable requests for access to Customer’s premises and/or information to facilitate Liquid Logics’ delivery of Services.

2.4 Change of Scope or Additional Software or Services. Either party may request a change in the scope of the Services or request additional Software or Services. With regard to each such request, the parties shall agree upon the software changes, scope of services or change to the scope, the fees for the software or services or any resulting change to fees, and the time schedule for the services or the change to the time schedule, as applicable. In the event the parties agree upon a services request, the parties will either execute a new Schedule, an SOW or Change Order as appropriate. A services request will not be binding on either party unless agreed to in writing by both parties in the form of a new Schedule, SOW or Change Order. If the parties do not execute a new Schedule, SOW or Change Order, then the services request shall not take effect. Customer acknowledges that any system enhancement does not constitute any right of ownership or Intellectual Property ownership directly or indirectly. All Intellectual Property ownership is hereby reserved exclusively for Liquid Logics.

3. FEES AND PAYMENT

3.1 Fees and Charges. Customer and Liquid Logics shall agree upon and specify in each schedule the fees applicable to such Schedule. Customer agrees to pay Liquid Logics for the Liquid Logics Software, Services, Third Party Software acquired through Liquid Logics and any other fees in accordance with the applicable Schedule.

3.2 Reimbursement of Expenses. Liquid Logics shall not exceed any estimates of an expense budget set forth in a Schedule without Customer’s prior written consent. Upon request, Liquid Logics will provide copies of supporting documentation as may be reasonably appropriate for Customer or its accountants to confirm the nature and amount of any such expenses.

3.3 Payment. Customer agrees to pay Liquid Logics all fees as specified in Schedule A. Periodic fees owed under a Schedule shall be prorated for the first payment period. All amounts payable under this Agreement shall, unless otherwise specifically set forth in the applicable Schedule, be payable in full upon receipt of the invoice, in United States dollars at the address set forth at the beginning of this Agreement. Liquid Logics reserves the right to charge a late fee of 1.5% per month (18% per annum) if payment in full is not received within thirty (30) days of the date due and will be calculated retroactively from the day it was due. Additional $10 late payment fee per day will automatically be assessed for everyday the payment has not been received at Liquid Logics offices until all past due payments are caught up and current. In addition, if payment is not made in a timely manner, Liquid Logics reserves the right to suspend the performance of the Services. Any payments made via credit card Liquid Logics shall charge additional service handling fee of 5% of the amount paid via credit card. Liquid Logics may change credit or payment terms at any time when, in Liquid Logics’ opinion, Customer’s payment record does not conform to the agreed upon payment terms. Customer agrees to pay any costs of collection (including reasonable legal and professional fees) incurred in collecting any amounts due hereunder. The foregoing notwithstanding, Liquid Logics agrees that no late charges shall be charged to Customer on any invoice in which Customer shall, reasonably and in good faith, dispute the amount or other terms of a particular invoice. In the event of such a dispute, Customer agrees to provide supporting information to Liquid Logics within 30 days of the invoice date. Liquid Logics shall suspend any late charges until such time as both parties have presented supporting information and a final determination has been made.

3.4 Taxes. Customer will pay any local, state or federal taxes assessed to purchased service except any taxes related to Liquid Logics’ net income.

3.5 Payment Method. Customer explicitly agrees that all payments shall be made via Credit Card to Liquid Logics. Customer furthermore agrees to authorize Liquid Logics for the length of the agreement to access a designated Credit Card to perform the charges at any time and will sign an explicit authorization form that is valid until all payments are satisfied.

3.6 Time of Payment. Liquid Logics shall on or about the first business day of the month send a statement via email to the customer as an additional notification for amounts due. On the 7th of each month or the first business day thereafter, Liquid Logics shall perform a credit card charge for all outstanding amounts from Customer. If for any reason the transaction fails, Customer will be liable for any bank or collection charges including any attorney or collection fees incurred. However, notwithstanding any collection efforts, Liquid Logics may at its own discretion withdraw the due amounts including any late payment charges from the designated Customer bank account every seven calendar days until the balance is satisfied in an attempt to keep Customer in a good standing and avoid service interruption.

4. PROPRIETARY RIGHTS

4.1 Proprietary Rights. Liquid Logics will continue to own all copyrights, Intellectual Property Rights, patents, trademarks, service marks, trade secrets and other proprietary rights. Liquid Logics will own all right, title and interest in and to all Liquid Logics software tools, methods or materials, Intellectual Property Rights, tangible or intangible, developed by Liquid Logics alone or jointly with others, during the term of this Agreement. Upon payment of Liquid Logics’ fees for the Services, Liquid Logics grants Customer a non-exclusive, perpetual, fully-paid right to use services, tools, processes and methods, only in the ordinary course of Customer’s internal business, Liquid Logics owned works which are incorporated into or embodied within a Deliverable.

4.2 Trademark Rights. During the term of this Agreement and only with Customer’s prior written approval, Customer grants Liquid Logics the right (i) to use Customer’s logo and name on the Liquid Logics website in connection with Customer’s use of Liquid Logics software and/or Services; and (ii) to issue a press release announcing the Customer relationship and identifying the type of Software and Services purchased by Customer. Customer shall have the right to require Liquid Logics to terminate such use at any time by written notice.

4.3 Mutual Indemnification Obligations. Each party shall indemnify and defend the other as provided for in this Section 4.3 against any third party claim against a party (i) that any hardware, software, data, or other material provided by the other party pursuant to this Agreement constitutes an infringement or misappropriation of any third party’s copyright, United States patent, trade secret, trademark, or similar proprietary rights; and (ii) that any hardware, software or other materials provided by the other party is not properly licensed for the use contemplated by this Agreement. Pursuant to the foregoing, Customer shall provide such indemnification to Liquid Logics for Customer Supplied Software and Liquid Logics shall provide such indemnification to Customer for Liquid Logics Software and Third Party Software and other Deliverables provided by Liquid Logics. All such claims will be handled as follows: The party providing the allegedly infringing material will defend or settle such claim at its sole expense, and indemnify the other party against any damages and costs awarded by a court of final jurisdiction in an action relating such claim or pursuant to a settlement agreement, provided the other party notifies the indemnifying party promptly in writing of the claim, permits the indemnifying party to control the defense or settlement, and cooperates fully with the indemnifying party in such defense and settlement. Neither party will have an obligation for any claim of infringement arising solely by reason of compliance with any written instructions of the other party. Neither party will indemnify the other party or be liable for claims to the extent based upon (a) the combination, operation or use of tools, services, processes, methods, software, hardware or other technology provided by the indemnifying party with software, hardware, data or other technology not supplied by such party; or (b) modifications to any software, hardware or other technology that were not performed by the indemnifying party.

4.4 Restrictions. Customer agrees that the Liquid Logics Supplied Software contains trade secrets and other proprietary information owned by Liquid Logics and/or its third party licensors. Customer shall use the Liquid Logics Supplied Software solely for the purpose of utilizing the Services provided hereunder. Liquid Logics agrees that Customer Supplied Software contains trade secrets and other proprietary information owned by Customer and/or its third party licensors. Liquid Logics shall use the Customer Supplied Software solely for the purpose of rendering the Services to Customer in conformity with the applicable Schedules and not for any other purpose.

4.5 Return of Materials: Upon termination or cancellation of the Agreement or an Option Agreement for a Licensee, Customer or Licensee (as the case may) shall: (i) cease any and all access to the Software; (ii) destroy all copies of the Software and Documentation and shall provide Liquid Logics. with a certificate of compliance with this Section signed by an authorized representative of Customer and Licensee. Upon termination or cancellation of the Agreement or an Option Agreement, Customer shall promptly remove, migrate or convert the Information and Customer shall be responsible for and shall pay all fees and costs in connection therewith.

4.6 Reverse Engineering: Customer shall not reverse engineer the Software, tools, methods or any Third party system or software and shall not allow the Software, tools, methods or any Third party system or software to be reverse engineered.

4.7 Third Party Communications: Customer shall not communicate with Third party vendors who are a part of Liquid Logics, solicit services, compete directly or indirectly with any services, tools, methods or software which is a part of the services offered by Liquid Logics without written consent.

5. CUSTOMER DATA AND CONFIDENTIAL INFORMATION.

5.1 Customer Data. All Customer data received, computed, developed, used or stored pursuant to this Agreement shall be the exclusive property of Customer and shall be considered Confidential Information owned by Customer. Customer is solely responsible for the adequacy and accuracy of Customer data. Liquid Logics may access such data solely for the purpose of delivering the Services. Where Customer is using Liquid Logics Supplied Software under a SLA Agreement, Liquid Logics shall perform a data export and provide Customer with a copy of the Customer Data at Customer’s expense upon request.

5.2 Confidential Information. “Confidential Information” means any software, services, processes, methods, partnership alliances, information and data, including intangible, electronic or other form, of Liquid Logics or Customer that is identified as confidential or proprietary at the time of disclosure or which should be understood to be confidential by the nature of the information or the circumstances of the disclosure. Confidential Information shall include without limitation Liquid Logics Software, services, processes, methods, partnership alliances, Third Party Software, Services, products, Customer data, business plans, strategies, technology, software, documentation, methodologies, know-how, technical information, financial information, information regarding each party’s operations, business relationships and the terms of this Agreement. Confidential Information shall not include any information which: (a) is known to the receiving party prior to receipt hereunder from a source other than one having an obligation of confidentiality to the disclosing party; (b) becomes lawfully known (independently of disclosure by the disclosing party) to the receiving party from a source other than one having an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement; or (d) is independently developed by the receiving party without use of the Confidential Information. The receiving party agrees that it will not use the Confidential Information of the disclosing party in any way, for its own account or the account of any third party, except for the purpose of performing this Agreement, nor will the receiving party disclose the Confidential Information of the disclosing party to any third party except as required by law. The receiving party will take reasonable precautions to protect the confidentiality of such Confidential Information. In the event that either party is required by law to make any disclosure of any Confidential Information, by subpoena, judicial or administrative order or otherwise, such party must first give written notice of such requirement to the other party, and must permit such party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance in seeking to obtain such protection.

6. WARRANTIES, disclaimers and limited remedies

6.1 By Customer. Customer represents and warrants to Liquid Logics that (a) Customer is not under any pre-existing obligation inconsistent with the provisions of this Agreement; (b) Customer will use the Services and Liquid Logics Supplied Software in compliance with all laws, rules and regulations (including without limitation any privacy and computer laws); (c) Customer will use the Services and Liquid Logics Supplied Software in accordance with this Agreement; and (d) Customer has the right and authority to provide Liquid Logics with the Customer Supplied Software, Customer Supplied Hardware and other materials supplied by Customer for the purpose of enabling Liquid Logics to deliver the Services (e.g., if necessary, Customer has obtained the right, authority and any required third-party consents to do so).

6.2 By Liquid Logics. Liquid Logics represents and warrants to Customer that (a) Liquid Logics is not under any pre-existing obligation inconsistent with the provisions of this Agreement; (b) Liquid Logics will comply with all applicable laws, rules and regulations in delivering the Services (including without limitation any privacy and computer laws); (c) Liquid Logics has the right and authority to license Liquid Logics Supplied Software to Customer and/or the right and authority to use and provide Customer with access to the Liquid Logics Supplied Software in rendering the Services hereunder; (d) Liquid Logics will use qualified personnel to complete the Services provided for under each Schedule; and (e) during the warranty period running from commencement of the applicable Services and expiring ninety (90) days after completion of such Services, Liquid Logics will deliver the Services in material conformity with the terms of the applicable Schedule.

6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SCHEDULE TO THIS AGREEMENT, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY EITHER PARTY, AND EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. LIQUID LOGICS DISCLAIMS ALL WARRANTIES AND INDEMNITIES WITH REGARD TO THIRD PARTY MAINTENANCE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR AND LIQUID LOGICS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES OF ANY KIND RELATING TO THE CUSTOMER SUPPLIED SOFTWARE AND CUSTOMER SUPPLIED HARDWARE. IN THE EVENT CUSTOMER ACQUIRES THIRD PARTY SOFTWARE THROUGH LIQUID LOGICS, ANY REPRESENTATIONS OR WARRANTIES APPLICABLE TO SUCH SOFWARE SHALL BE INCLUDED IN A CLICK WRAP, SHRINK WRAP OR SIMILAR TYPE OF LICENSE AGREEMENT INCLUDED WITH THE THIRD PARTY SOFTWARE OR SET FORTH IN A SOFTWARE SCHEDULE ATTACHED HERETO AS APPLICABLE.

6.4 Limitation of Remedies. In the event Liquid Logics breaches its obligations under this Agreement, as Customer’s sole and exclusive remedy, (i) Liquid Logics, upon receipt of written notice from Customer specifying the nature of the default in reasonable detail, shall work diligently to cure the default at Liquid Logics’ expense as soon as commercially reasonable and, in any case, Liquid Logics shall commence such cure within 30 days of receipt of the default notice from Customer or such lesser time as specified in the SLA; (ii) Customer shall have the service credit remedies as specified in an SLA; (iii) Customer shall have the indemnification remedies specified in Sections 4.3 and 8.1 of this Master Agreement; and (iii) Customer shall have the termination rights remedies specified in Sections 7.3 of the Master Agreement.

7. TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date for a period of 36 months and will self-renew for the same term and/or be in effect as long as there is a Schedule in effect. After 12 months from the commencement date, either party may terminate this Agreement (including all Schedules hereto) by not less than 90 days prior written notice to the other party. Please note, this agreement is subject to change without notice.

7.2 Termination of the Agreement. After 12 months of services, either party may cancel the remaining contract with at least 90-day advanced written notice. The effective termination date shall be the 91st day of the receipt of the notice.

7.3 Termination of Schedules for Default. Either party may terminate a particular Schedule by written notice to the other party (i) if the other party fails to observe or perform or defaults on any material term or condition of the Schedule or this Agreement as it relates to such Schedule and does not cure such default or failure within thirty (30) days after written demand by the first party specifying the nature of the default in reasonable detail and stating such party’s intention to terminate; provided, however, that such written demand must be sent within thirty (30) days of the event or such right to terminate shall be deemed waived, unless such default is continuing; or (ii) otherwise as expressly provided in the SLA or this Agreement. The failure to pay amounts owed under a Schedule when due shall be considered a material default under the Schedule.

7.4 Effect of Termination. Upon termination of the Agreement or an individual Schedule, all rights and obligations of the parties under the terminated Schedule shall cease, except for those rights and obligations that by the terms of this Agreement or the nature of the right or obligation survive termination. Termination will not relieve either party of any obligations that arose prior to the effective date of the termination. Upon termination of this Agreement, (i) Customer must cease using any terminated Services and/or Liquid Logics Supplied Software; (ii) each party will return to the other party any Confidential Information of the other; (iii) each party will return to the other any Hardware, Software or other property of the other party in its possession; (iv) Where Customer is using Liquid Logics Supplied Software, Liquid Logics will provide Customer with back-up media containing all Customer data and Liquid Logics shall remove all copies of Customer data from Liquid Logics’ systems and property; and (v) Liquid Logics will provide, at Customer’s expense, reasonable termination/expiration assistance requested by Customer to facilitate the orderly transfer of Services and migration of Customer’s data and Customer Supplied Software to Customer or another third party provider. Customer shall pay Liquid Logics all amounts owed under the terminated Schedules through the last day of the month of the effective date of the termination and, in the event that Customer terminates a Schedule or this Agreement other than as expressly permitted under the Schedule or this Agreement or in the event that Liquid Logics terminates a Schedule or this Agreement as a result of a material default by Customer, Customer shall be obligated to pay any fees owing through the end of then current term under the terminated Schedule(s) (i.e. either the Initial Period or the Renewal Period as applicable) provided that with regard to Project Services such amount will be based upon the estimated cost of the project services. Notwithstanding the foregoing, in the event that Customer shall terminate this agreement due to the failure of Liquid Logics to deliver the deliverables agreed to between the parties and such failure shall have been ongoing for the period designated in any Schedule hereto, or 30 days if no period is so designated, then Liquid Logics shall provide reasonable termination assistance, including complete back-up of all customer and account data residing on all software including Liquid Logics software, at no charge to Customer, and Customer shall not be obligated to pay any amounts owing beyond the termination date.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY.

8.1 Limitation of Liability. IN NO EVENT SHALL LIQUID LOGICS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OF DATA OR LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE SERVICES OR ANY LIQUID LOGICS SUPPLIED SOFTWARE, OR THIRD PARTY SOFTWARE EVEN IF LIQUID LOGICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO LIQUID LOGICS’S OBLIGATIONS UNDER SECTION 8.1 (BODILY INJURY, DEATH AND PROPERTY DAMAGE), IN NO EVENT WILL LIQUID LOGICS HAVE LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF THE ACTION FOR ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SCHEDULE DURING THE INITIAL TERM.

8.2 Basis of the Bargain; Failure of Essential Purpose. The parties acknowledge that Liquid Logics has set its prices and the parties have entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth in this Agreement, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

9. GENERAL

9.1 Relationship of parties. Nothing in this Agreement will be construed to imply a joint venture, partnership, or agency relationship between the parties, and Liquid Logics will be considered an independent contractor when performing Services under this Agreement.

9.2 Assignment. The rights and liabilities of the parties hereto will bind and inure to the benefit of the permitted successors and assigns of each party. Customer shall not have the right to assign this Agreement without the prior written consent of Liquid Logics, which consent shall not be unreasonably withheld; provided that Customer shall be obligated to assign this Agreement to a successor in interest in the event of a change of control resulting from a merger, sale of stock or sale of substantially all of the assets of Customer relating to the Services. Liquid Logics may assign this Agreement to a successor in interest resulting from a merger, sale of stock or sale of substantially all of the assets of Liquid Logics relating to the Services.

9.3 Affiliates and Contractors. Customer may extend the benefits of this Agreement to its Affiliates (entities that control, are controlled by or under common control with Customer) subject to the payment of additional fees based on any additional software license requirements, increase in number of users, any increased requirements for the hosting environment as further specified in an SLA or other increased requirements that increase the cost of delivery of Services by Liquid Logics as mutually agreed by the parties. Customer shall be responsible for ensuring that its Affiliates and authorized third party contractors comply with the terms and conditions of this Agreement and Customer shall be liable for the acts and omissions of such parties. Liquid Logics shall have the right to use subcontractors in delivering the Services. Liquid Logics will be responsible for the Services performed by its subcontractors.

9.4 Complete Understanding; Modification. This Agreement constitutes the entire agreement between the parties relating to its subject matter and this Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter and may not be changed unless mutually agreed upon in writing by both parties. No different or additional terms set forth in a purchase order or other communication will be binding on Liquid Logics unless Liquid Logics specifically agrees in writing to such different or additional terms.

9.5 Schedules. A Schedule or Exhibit to this Master Agreement may add new or additional terms and conditions. The parties agree that a Schedule or Exhibit may modify the Master Agreement to the extent that such Schedule or Exhibit expressly amends the Master Agreement and such amendment shall apply only to such Schedule or Exhibit. Except as provided above, in the event of any conflict or inconsistency between the provisions of the Master Agreement and those of a Schedule, the Master Agreement shall prevail. In the event of a conflict between the provisions of a Schedule and an Exhibit, the terms of the Schedule shall prevail.

9.6 Notices. Any notices required or permitted hereunder must be given to the appropriate party at the address specified on the first page or at such other address as the party may specify in writing. Such notice will be deemed given upon personal delivery to the appropriate address or the next day following mailing if sent by overnight mail by a nationally recognized carrier provided that notice of change of address will be deemed effective only upon receipt.

9.7 GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MISSOURI IN ADDITION, EACH PARTY HERETO FOR SUCH PARTY AND SUCH PARTY'S SUCCESSORS AND ASSIGNS AGREES THAT THE STATE of MISSOURI SHALL BE THE EXCLUSIVE VENUE (TO THE EXTENT THAT SUBJECT MATTER JURISDICTION EXISTS) FOR ALL CAUSES OF ACTION ARISING OUT OF THIS AGREEMENT. THIS CONSENT SHALL NOT BE DEEMED A WAIVER OF THE RIGHT TO REMOVE ANY LITIGATION TO A FEDERAL COURT IN MISSOURI. LIQUID LOGICS AND CUSTOMER AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.

9.8 Force Majeure. Except with respect to any payment obligations, neither party will be liable for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control ("Force Majeure"), and, except as otherwise provided in a Schedule attached hereto , will be entitled to a reasonable extension of time to remedy any such delay or failure to perform.

9.9 Export. Customer shall be responsible for complying with any applicable export laws, rules or regulations relating to Customer’s use of the Services at the Customer premises. Liquid Logics shall be responsible for complying with any applicable export laws, rules or regulations relating to the delivery of Liquid Logics Supplied Software and Liquid Logics’ Services.

9.10 Waiver or Failure to Act. Except as expressly stated herein, the waiver or failure of either party to exercise in any respect any right provided for such party in this Agreement shall not be deemed a waiver of any further right hereunder.

9.11 Dispute Resolution. All disputes, claims, or controversies arising out of or relating to this Agreement or the negotiation, validity or performance hereof that are not resolved by mutual agreement will be resolved solely and exclusively by binding arbitration to be conducted before the American Arbitration Association, or its successor (the “AAA”). The arbitration will be held in Kansas City, Missouri before a single arbitrator knowledgeable in technology-related matters and familiar with the computer industry selected in accordance with the rules and regulations of the AAA. The arbitration will be conducted in accordance with the rules and regulations promulgated by the AAA, unless specifically modified in this Agreement. The arbitration must commence within sixty (60) days of the date on which the arbitrator is selected. The arbitrator will have the power to order the production of documents by each party and any third-party witnesses; however, the arbitrator will not have the power to order the taking of depositions, the answering of interrogatories or the responses to requests for admission. Each party must provide to the other, no later than seven (7) business days before the date of arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award will be made and delivered as soon as reasonably possible and in any case within six (6) months of the selection of the arbitrator. The arbitrator’s decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrator will not have power to award damages in excess of actual compensatory damages unless expressly authorized by this Agreement and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages. The parties covenant and agree that they will participate in the arbitration in good faith and that they will share equally its costs or the arbitration, except as otherwise provided herein. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing to the contrary, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this Section will be enforceable in any court of competent jurisdiction.

RECITALS

This Schedule describes the LIQUID LOGICS Services to be provided by LIQUID LOGICS to Customer (the "SLA Services") covering the Hosting Environment (as defined below) and the responsibilities of the parties hereto.

This Schedule applies to the SLA Services for the Software application(s) in Exhibit A: LIQUID LOGICS and Customer Responsibilities for Supplying Hosting Environment

1. Definitions. Capitalized terms used in this Schedule without definition will have the meanings set forth below or ascribed to them elsewhere in the Agreement:

“Calendar Quarter “ The following periods comprise calendar quarters:

January 1st – March 31st

April 1st – June 30th

July 1st – September 30th

October 1st – December 31st

“Covered Software Modules” shall have the meaning ascribed to it in Exhibit A.

“Fees” shall have the meaning ascribed to it in Section 3 hereof and includes Production Services fees.

“Force Majeure” means any failure to perform its obligation where such failure is as a result of contemporaneous Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster) at all sites, war, invasion, act of foreign enemies, civil war, rebellion, revolution, insurrection, military or usurped power of confiscation, terrorist activities, nationalization, government sanction.

“Go Live Date” means the date Customer begins live production of one or more Covered Software Modules or 60 days from the Effective Date, whichever occurs first.

“Hosting Environment” shall have the meaning ascribed to it in Section 4 hereof.

“Production Period” means the period commencing on the Go Live Date and continuing until the expiration of the Schedule.

“Production Services” shall mean the Services described in Section 6 hereof.

“SLA Services” shall have the meaning ascribed to it in the Master Agreement.

2.Term. This Agreement shall commence on the Effective Date for a period of 36 months and will self-renew for the same term and/or be in effect as long as there is a Schedule in effect. After 12 months from the commencement date, either party may terminate this Agreement (including all Schedules hereto) by not less than 90 days prior written notice to the other party.

3. Production Service Fees and Payment Terms. During the Production Period, the fees for the Production Services shall be payable monthly in the arrears as defined in Exhibit A. Customer may add users, add Hardware or Software to the Hosting Environment or add Services during the term of this Schedule by making a service request and executing a Change Order or SOW pursuant to the procedure set forth in the Master Agreement. Other Fees described under section 3.2 below and listed on Exhibit A are separate from Production Service Fees.

3.1 Pro-rated Fees for Initial Partial Quarter. If applicable, fees for the initial partial quarter, period starting on the Go Live Date and ending on the last day of that calendar quarter, will be pro-rated using the following formula:

Standard Quarterly / 90 days * # of days in partial quarter

3.2 Other Fees. Fees for the use of certain other products and services, including but not limited to Verisign, Crystal Reports Support and Implementation Services are defined Exhibit A

4. LIQUID LOGICS and Customer Responsibilities with Regard to the Hosting Environment. The attached Exhibit A specifies the Software and/or Hardware that LIQUID LOGICS and Customer have agreed to provide in connection with the performance of the SLA Services hereunder. The Software and Hardware specified in Exhibit A shall be referred to collectively as the “Hosting Environment.” The Hosting Environment shall be physically located at a data center selected by and under LIQUID LOGICS’ control. The SLA Services shall be provided solely for the hosting of the Software and Hardware included in the Hosting Environment as defined in Exhibit A. Unless specified in Exhibit A, LIQUID LOGICS does not guarantee that any LIQUID LOGICS Supplied Software and Hardware is dedicated to a particular Customer.

4.1 LIQUID LOGICS Responsibilities with Regard to the Hosting Environment.

4.1.1 LIQUID LOGICS shall be responsible for providing the Software, and associated end user documentation, and Hardware listed as LIQUID LOGICS Supplied in Exhibit A.

4.1.2 LIQUID LOGICS shall retain all right, title and interest to LIQUID LOGICS Supplied Software and LIQUID LOGICS Supplied Hardware listed in Exhibit A.

4.1.3 LIQUID LOGICS will be responsible for maintenance services for the LIQUID LOGICS Supplied Software and LIQUID LOGICS Supplied Hardware in the Hosting Environment and any associated maintenance fees will be included in the Fees. Such Software and Hardware shall be supplied subject to the warranties, limitations and other terms and conditions set forth in the applicable software license and third party vendor’s agreements. LIQUID LOGICS will manage and monitor the process of resolving issues with the third party vendors.

4.2 Customer Responsibilities with Regard to the Hosting Environment.

4.2.1 Customer shall be responsible for providing the Customer Supplied physical location, Customer supplied network and internet secure access, Customer Supplied Software and Customer Supplied Hardware listed in Exhibit A at its sole cost and expense.

4.2.2 Customer shall retain all right, title and interest to all Customer Supplied Software and Customer Supplied Hardware.

4.2.3 Customer shall purchase and maintain all maintenance services for the Customer Supplied Software and Customer Supplied Hardware in the Hosting Environment at Customer’s sole cost and expense. Such maintenance services and any renewals thereof shall be purchased subject to the terms and conditions of the third party licensor’s maintenance agreement.

4.2.4 Upon request, Customer must supply proof of sufficient software licensing to support the number of users of the applicable Customer Supplied Software. During the term of this Schedule, Customer may not add, move, replace, or modify any of the Customer Supplied Software or Customer Supplied Hardware without LIQUID LOGICS’ prior consent. Customer is solely responsible for complying with the terms and conditions of all software license agreements that control the Customer Supplied Software.

4.2.5 Customer, at its sole cost and expense, is responsible for supplying computers and other hardware to be used at Customer’s site, Customer’s WAN, and Customer’s telecommunications devices, and to maintain the foregoing in good working order and condition. Customer bears the entire risk of the performance or non-performance of all Customer Supplied Software, computers, WAN, LAN and telecommunication devices.

5. Production Services.

During the Production Period, LIQUID LOGICS will perform the Production Services set forth below:

5.1 Management of Hosting Environment. LIQUID LOGICS will provide daily management of Customer’s Hosting Environment within LIQUID LOGICS’ data center or at the Customer Premise as applicable.

5.1.1 Server System. LIQUID LOGICS will be responsible for managing the Hardware comprising the computer server system in the Hosting Environment.

5.1.2 Operating System. LIQUID LOGICS will be responsible for managing the server system operating system Software in the Hosting Environment.

5.1.3 Database and Database Software. LIQUID LOGICS will maintain Customer’s associated database at the appropriate level to run the Software applications in the Hosting Environment. LIQUID LOGICS will manage the following three (3) database environments, if applicable, as part of the monthly hosting fee: Production, Development and Test. Additional environments are not included in the scope of this Schedule and are available, upon request, as a billable service.

5.1.4 Software Applications. LIQUID LOGICS will maintain it’s Software applications within the Hosting Environment. LIQUID LOGICS will manage the following three (3) application environments as part of the monthly hosting fee: Production, Development and Test. Additional environments are not included in the scope of this Schedule and are available, upon request, as a billable service.

5.1.5 Applying Upgrades.

5.1.5.1 Applying Minor Fixes and Patches. LIQUID LOGICS will apply fixes and patches to the current test software application on a timely basis.

5.1.5.2 Applying Major Upgrades. LIQUID LOGICS will, with Customer’s prior consent, apply major LIQUID LOGICS software upgrades. In the event that Customer’s hardware or other capacity will not support any upgrade, then LIQUID LOGICS will continue to support Customer in its use, for a period of 90 days after notification to Customer of new hardware requirements, until Customer can arrange to accommodate the upgrade.

5.2 Communications. As set forth in Section 4.2.5 above, Customer will be responsible for providing high-speed Internet connection to the LIQUID LOGICS data center including the LAN and all network and computing devices within Customer’s network. LIQUID LOGICS cannot guarantee uninterrupted up time from Customer’s communications service provider.

5.3 Back-Up Procedures. LIQUID LOGICS will provide backups of its application data and system information in the Hosting Environment and will provide off-site storage for backups. Prior night backups will be kept on-site. LIQUID LOGICS will maintain at least two weeks of rotating backups.

6. Support and Problem Management. During the Standard Business Hours (as defined below), LIQUID LOGICS will provide up to thirty (30) per annum hours of Software management and support services to Customers at no additional charge to assist Customer with questions and problem resolution pertaining to the Hosting Environment. After the annual hour limit has been reached, additional support is billable at LIQUID LOGICS’ standard hourly rate, currently $225.00 per hour, with a minimum charge of $30.00 per call. Customer will contact the LIQUID LOGICS Support Center for all requests by e-mail or other electronic means, or by phone.

6.1 Hours of Operation.

Standard Business Hours: 8:00 AM – 6:00 PM (CST), Monday through Friday (excluding holidays observed by LIQUID LOGICS), or as agreed upon by the parties for an additional fee. These are the standard hours used for calculating response times by priority.

Secondary Business Hours: All Non-Standard Business Hours. Support Services are available during Secondary Business Hours, upon Customer’s advance request, as a billable service.

7. Software Application Enhancements.

7.1 Enhancement Process. Customer may engage LIQUID LOGICS to perform system enhancements (for example new reports, screens, significant new functionality, and interfaces), upon the mutual agreement of both parties Customer’s request, as a billable service. LIQUID LOGICS will be responsible for maintaining the necessary documentation on all system enhancements performed by LIQUID LOGICS. This includes changes to: custom reports, screen, queries, interfaces and other requested enhancements. Customer acknowledges that any system enhancement does not constitute any right of ownership or Intellectual Property ownership directly or indirectly. All Intellectual Property ownership is hereby reserved exclusively for Liquid Logics.

8. Non-Billable versus Billable Services.

Non-billable services are services that are included within the scope of this Schedule. Billable services are services which are not included within the scope of this Schedule. Billable services may be initiated pursuant to a Change Order or new SOW; provided that if LIQUID LOGICS responds to a billable services request without such documentation, the services will be billable at LIQUID LOGICS’ then current fees. Billable services will be charged at LIQUID LOGICS’ then current fees and are billable semi-monthly in half-hour increments, with a minimum of two hours per site visit, payable net thirty (30) days.

Following are some examples of non-billable versus billable services.

Non-Billable Services

· Initial application administration training listed on Exhibit A.

· Applying patches and fixes to the Software.

· New version technical installation services

· Software application support and problem resolution - Example:
Errors/problems recognized by the software vendor as a problem with their product.
Errors/problems created by LIQUID LOGICS with code/enhancements developed for the customer.

· Questions about system functionality (this does not include user training or implementation services)

· Maintaining security for the server, operating system, and databases.

· Database tuning and management for production, development and test environments.

· Periodic network monitoring.

· Daily backups and off-site storage.

· Monthly reporting on select SLA parameters including monthly availability and user access authorizations.

Billable Services (in addition to other billable services set forth elsewhere in this Schedule)

· Implementation services

· Development work: All Pre and post-implementation development work requested and approved by the Customer Liaison. Examples would include: writing reports, assisting customer in writing reports, interfaces, panels, queries and mass data maintenance.

· Environment refreshes.

· Additional database or software application environments exceeding the included in the scope of this Schedule.

· Resolving user generated input problems. (Ex. Where a user has inadvertently affected the data integrity which can only be resolved via technical intervention)

· Additional Customer documentation and training material.

· Optional Disaster Recovery Service and 3rd party charges during a disaster declaration.

10. Availability Objective and Remedies.

10.1 Availability. LIQUID LOGICS will provide 99.0% system Availability (as defined below) for Production Services in the Hosting Environment within LIQUID LOGICS’ Immediate Control (as defined below).

"Availability” or “Available” means the hosted server Hardware is available for access through LIQUID LOGICS’ Internet connection. Availability is based on a monthly 7 day x 24 hour calculation, excluding Scheduled Downtime (as defined below).

The calculation will be as follows:

Availability Percentage = ((a - b) % A) x 100

Where “a” is the total number of seconds in a given calendar month, and “b” is the total number of seconds that the server Hardware is not available in a given month. Specifically excluded from “b” in the calculation of the Availability measurement are (1) a service interruption caused by a security threat until such time as the security threat has been eliminated; (2) reasons of Force Majeure (as defined in the Agreement) or events which are outside LIQUID LOGICS’ Immediate Control (as defined below); (3) use of unapproved or modified hardware, software; (4) scheduled outages for new releases and maintenance, and/or (5) issues arising from misuse of the LIQUID LOGICS provided Services by Customer or its agents, customers or third party contractors.

“Immediate Control” is defined to include all components below:

(a) LIQUID LOGICS’ network services to the Internet Service Provider (“ISP”) circuit termination point on the router in LIQUID LOGICS' data center (i.e., public Internet connectivity);

(b) Hardware provided by LIQUID LOGICS and managed at the LIQUID LOGICS data center.

“Immediate Control” excludes the following:

(a) Customer’s data and content; Customer’s desktop computer hardware; and Customer’s network services which allow the Customer to access the LIQUID LOGICS Services. These components are controlled by the Customer and their performance or failure to perform can impair or disrupt Customer’s connections to the Internet and the transmission of data.

(b) The delivery, performance and functionality of Customer Provided Software and the services provided by third party software licensors.

(c) The flow of data to or from LIQUID LOGICS’ network and other portions of the Internet which depends on the performance of Internet services provided or controlled by third parties. The actions or inactions of third parties can impair or disrupt Customer’s connections to the Internet or portions thereof and the transmission of data.

“Scheduled Downtime” during which maintenance, upgrades and repair can occur shall include (i) LIQUID LOGICS’ standard weekly maintenance window (“Maintenance Window") from 10:00 p.m. on Saturday through 12:00 noon on Sunday if maintenance is performed; and (ii) Nightly scheduled maintenance window from 1:00 a.m. to 5:00 a.m. (iii) additional scheduled downtime that may occur from time to time which will generally be planned for at least 24 hours in advance and will generally be communicated to Customer prior to finalizing the time frame. All Scheduled Downtime is excluded from the SLA availability calculation. All times are based on US central time zone.

10.2 Remedies for Failure to Meet the Availability Objective.

10.2.1 Service Credit. In the event that LIQUID LOGICS fails to meet the Availability Objective noted below in any given calendar month, Customer will receive a credit on their next month invoice equal to the corresponding percentage noted below applied to one (1) month’s SLA Service Fees for the month in which the Availability Objective was not met.

99.0% Availability Objective - 5% Percentage Credit

95.0% Avaliability Objective - 10% Percentage Credit

If LIQUID LOGICS fails to meet the Availability Objective of ninety-five percent (95%) for three (3) consecutive calendar months, upon thirty (30) days prior written notice to LIQUID LOGICS Customer may terminate this Schedule, regardless of any term remaining on the Agreement, without liability to either party for penalties or damages associated with such termination.

10.2.2 Force Majeure Event. Where Force Majeure (as defined in this Agreement) prevents full Availability for more than twenty (20) consecutive days, Customer shall have the right to terminate this Schedule on thirty (30) day’s written notice to LIQUID LOGICS. In such case, neither party will be liable for penalties or damages arising out of a failure to perform under this Schedule.

10.2.3 Additional Termination Rights. Except in the case of a Force Majeure Event, if the hosted server hardware is not Available to the Customer’s users and LIQUID LOGICS is unable to cure the incident for a period of seven (7) days after LIQUID LOGICS’ receipt from Customer of written notice stating Customer’s intention to terminate, Customer shall have the right to terminate this Schedule regardless of any term remaining in the Agreement, without liability for penalties or damages associated with such termination.

10.2.4 Exclusive Remedies. Notwithstanding the terms of the Master Agreement, the remedies stated in this Section 10.2 are the Customer’s sole and exclusive remedies for failure to meet the Availability Objective.
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