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SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT

This Software Maintenance and Support Agreement (the "Agreement") is entered into as of the Effective Date, by and between SalesTech Solutions ("Provider") and the customer ("Customer"), collectively referred to as the "Parties."

1. DEFINITIONS AND INTERPRETATIONS

1.1. Definitions:

"Software" refers to the SalesMax Plus customer relationship management (CRM) software provided by Provider.

"Support Services" refers to the maintenance and support services provided by Provider pursuant to the terms of this Agreement.

"Effective Date" refers to the date of execution of this Agreement.

"Fees" refers to the charges payable by Customer for the Support Services detailed in Section 5.

2. SUPPORT SERVICES

2.1. Support Levels:

Provider shall furnish Customer with the following levels of Support Services:

Level 1: Response to Customer's telephone or email inquiries in relation to general issues relating to the Software, including diagnostic and troubleshooting support.

Level 2: Resolution or workaround of identified Software issues or defects reported by Customer that do not require software programming or modification to correct.

Level 3: Resolution or workaround of identified Software issues or defects reported by Customer that require software programming or modification to correct. These issues shall be addressed by the Provider's development team.

2.2. Response Times:

Provider shall respond to Customer's requests for Support Services in accordance with the following response times:

Level 1: Within 4 business hours from the time of receipt of the request.

Level 2: Within 8 business hours from the time of receipt of the request.

Level 3: Within 24 business hours from the time of receipt of the request.

2.3. Maintenance Schedules:

Provider shall perform periodic maintenance of the Software, including any necessary bug fixes, patches, updates, or upgrades. Provider shall provide at least ten (10) days' written notice to Customer before scheduled maintenance activities start, outlining the scope, duration, and expected impact of such maintenance activities.

3. ADDITIONAL SERVICES

Provider may provide any additional Support Services requested by Customer, subject to additional charges and terms to be agreed upon by the Parties in writing.

4. CUSTOMER RESPONSIBILITIES

Customer shall cooperate with Provider and provide any information or assistance, at its own expense, reasonably necessary for Provider to effectively render the Support Services. Customer shall designate a primary contact person to serve as a liaison between Customer and Provider.

5. FEES AND PAYMENT TERMS

5.1. Fees:

Customer shall pay Provider a fee for the Support Services as mutually agreed upon by the Parties and stated in a separate agreement or invoice. Such fees may include, but are not limited to, an annual maintenance fee, fees for additional services, or charges for any materials or software required for the provision of Support Services.

5.2. Payment Terms:

Customer shall pay the Fees within thirty (30) days of the invoice date. In the event of late payment, Provider reserves the right to suspend the provision of Support Services until all outstanding Fees are received and may charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lesser.

6. TERM AND TERMINATION

6.1. Term:

This Agreement shall commence on the Effective Date and shall remain in effect for one (1) year unless earlier terminated as provided herein. The Agreement shall automatically renew for additional one (1) year terms unless one Party provides the other Party with written notice of its intent not to renew at least sixty (60) days prior to the end of the then-current term.

6.2. Termination for Cause:

Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO PROVIDER BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the United States. Any disputes arising out of or in connection with this Agreement shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in a mutually agreed location in the United States.

9. MISCELLANEOUS

This Agreement, including any attachments and exhibits, constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written. No amendment or modification to this Agreement shall be effective unless in writing and executed by the Parties. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

_______________________________ _______________________________
SalesTech Solutions (Provider) Customer
By: [Authorized Representative] By: [Authorized Representative]