ServicePRO® Annual Software Assurance Plan

Standard Terms and Conditions

TERM

The subscription to the ServicePRO® Annual Software Assurance Plan is effective from the commencement date and shall continue for a period of one year.

RESPONSIBILITIES OF HELP DESK TECHNOLOGY

For the charges stated herein, Help Desk Technology shall provide:

1. Software updates and upgrades made generally available during the term of this agreement. Software upgrades and updates are applied to previously purchased software license.

2. Improvements and enhancements to software documentation made generally available during the term of this agreement.

3. Unlimited access to online ServicePRO Training Tutorials.

FREE SERVICES INCLUDE:

1. Technical Support Service via telephone, email and/or via desk-to-desk technology such as GoToMeeting. There is no limit to the number of technical support requests that can be submitted. Technical support is defined as "problems" in the functioning of the ServicePRO® installation. Training style "how-to" questions or consulting questions (such as "how should I…", or "what is the best practice…") are not covered by Technical Support.

2. An annual "check-up" session to review help desk challenges and offer suggestions of optimization.

RESPONSIBILITIES OF THE LICENSEE

1. The Licensee acknowledges that all software was licensed in accordance with Help Desk Technology’s Software License Agreement and the Licensee agrees to abide by such conditions.

2. The Licensee agrees to maintain the Software to the latest revision level within six months of official release.

CHARGES

1. Payment of all charges is due on the first day of the period covered by the ServicePRO® Annual Software Assurance Plan.

2. In addition to the charges due under this Agreement, the Licensee agrees to pay or reimburse Help Desk Technology any taxes or charges resulting from this Agreement which are levied by a taxing authority, except for taxes based upon Help Desk Technology’s net income.

Limitation of Liability and Warranty

1. Help Desk Technology’s liability to the Licensee for damages of any nature shall not exceed the annual charge payable under this Agreement.

2. In no event will Help Desk Technology be liable for any loss of use, data, or profits or any special indirect or consequential damages.

3. This agreement does not cover loss of data from failure to perform prudent backups.

MISCELLANEOUS

If any provision of this Standard Terms and Conditions document is declared invalid, the remaining provisions shall remain in full force and effect. These terms and conditions supersede all prior Annual Software Assurance Plan agreements and understandings between Help Desk Technology and the Licensee pertaining to the Software.

This agreement shall be governed by the laws of the Province of Ontario, and any dispute shall be heard by an Ontario court.

In the event of litigation or alternative dispute resolution process the prevailing party will be entitled to recover attorney fees and expenses from the other party.