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Software Support and Maintenance Agreement

1. Introduction

This Software Support and Maintenance Agreement ("Agreement") is entered into as of the date last signed below ("Effective Date") by and between DigitalVista Systems Inc., a company organized and existing under the laws of the United States ("Provider") and the client specified in the signature block below ("Client") collectively referred to as the "Parties."

2. Scope of Services

2.1. Support Services

Provider shall provide Client with technical support services for the EcoTrack software application ("Software") which shall include assistance with the use, operation, and troubleshooting of the Software via telephone, email, or other remote access means.

2.2. Maintenance Services

Provider shall provide Client with software maintenance services which shall include the provision of all necessary updates, patches, and modifications to the Software to maintain its compatibility with the latest industry standards, and to remedy any defects, errors, or malfunctions which may arise during normal use of the Software.

3. Support and Maintenance Levels

3.1. Support Tiers

Provider will offer support and maintenance services at the following levels:

3.1.1. Basic Support: includes email, chat and telephone support available during Provider's normal business hours, Monday through Friday, excluding holidays.

3.1.2. Priority Support: includes Basic Support as well as 24/7 on-call phone support and faster response times.

3.2. Response Times

The Provider shall respond to each support request within the following timeframes:

3.2.1. Basic Support: within four (4) business hours of receipt of the support request during normal business hours;

3.2.2. Priority Support: within two (2) hours of receipt of the support request, regardless of the day or time the request is received.

4. Maintenance Schedule

4.1. Scheduled Maintenance

Provider shall perform scheduled maintenance on a quarterly basis or as otherwise determined by the Provider. Provider will make reasonable efforts to notify the Client in advance of any scheduled maintenance.

4.2. Unscheduled Maintenance

Provider may perform unscheduled maintenance as necessary to address critical issues affecting the Software. Provider will make reasonable efforts to limit the impact on the Client's use of the Software and to notify the Client as soon as practicable.

5. Fees and Payment

5.1. Fees

The Client shall pay the fees for the chosen support and maintenance level as specified in the Client's invoice or quote, and subject to any discounts offered by the Provider at the time of purchase.

5.2. Payment Terms

Payment shall be due within thirty (30) days of the invoice date. Failure to make timely payment may result in suspension or termination of the support and maintenance services, at the Provider's discretion.

6. Term and Termination

6.1. Term

This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year ("Initial Term"), unless earlier terminated in accordance with the provisions of this Agreement. The Agreement shall automatically renew for additional one (1) year terms (each a "Renewal Term") unless either Party provides the other Party with written notice of its intent not to renew at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.

6.2. Termination for Convenience

Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other Party.

6.3. Termination for Cause

Either Party may terminate this Agreement in the event the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflicts of law principles. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be settled through good faith negotiations between the Parties, or, if necessary, through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the then-current AAA Commercial Arbitration Rules.

8. General Provisions

8.1. Independent Contractor

The relationship between the Parties is that of independent contractors, and nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, or fiduciary relationship between the Parties.

8.2. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, with respect thereto.

8.3. Amendment

This Agreement may not be amended or modified except in writing signed by both Parties.

8.4. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.

8.5. Notices

All notices, requests, and other communications under this Agreement must be in writing and shall be deemed given upon receipt when personally delivered, or sent by registered or certified mail, postage prepaid, return receipt requested, email, or by reputable overnight courier, addressed to the other Party at its address set forth in the signature block below, or at such other address as either Party may designate in writing in accordance with this Section.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

DigitalVista Systems Inc. Client
______________________________ ______________________________
By: ________________________ By: ________________________
Name: ________________________ Name: ________________________
Title: ________________________ Title: ________________________
Date: ________________________ Date: ________________________
Email: ________________________ Email: ________________________
Phone: ________________________ Phone: ________________________
Address: ________________________ Address: ________________________