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SOLID Software Support Agreement 01/1998 between Customer name & address: .............................................................................................................. .............................................................................................................. .............................................................................................................. .............................................................................................................. (hereinafter "The Customer"). and Solid Information
Technology Ltd. RECITALS WHEREAS The Customer has a valid license to use Solid's software. The Customer wishes to obtain software support and maintenance from Solid. This Agreement is labeled "Solid Software Support Agreement 01/1998". By subscribing this support from Solid (at Solid's Web or by fax), and by receiving a confirmation from Solid (email, fax or mail), the Customer and Solid are bound to the terms and conditions as stated in the full Agreement text. The Effective date of this Agreement shall be the date of the Customer’s subscription. The Customer hereby acknowledges that he/she has read and understands fully the terms of this Agreement, the terms and conditions of which are hereby incorporated and acknowledged by this document. The Customer hereby agrees that by subscribing this support Solid and the Customer agree to be bound by all terms, conditions, and obligations contained therein. The Customer’s subscription authorizes Solid to debit the Customer’s credit card, or to send invoice(s) for the support. 1. DEFINITIONS The terminology used in this Agreement and its appendices, written supplements, and alterations are defined as follows: Software: the object-code computer programs specified in the Appendix 1 including the associated documentation and all Maintenance updates, and all the modifications to the aforementioned approved by Solid and made or commissioned by Solid. Runtime license: a right granted to the Customer to use a single copy of the Software. Maintenance update: an improved release of the Software which is generally made available to contracted Customers at no additional cost or for media and handling charges only. Maintenance updates shall not include any separately licensed version upgrades, options, or future products. 2. MAINTENANCE AND SUPPORT Solid shall provide support and maintenance services according to the maintenance and support rules set forth in the Appendix 1. The Customer has an existing valid Runtime license to use the Software. The Customer does not obtain any new Runtime licenses or other new rights to the Software by subscribing to this agreement. 3. LIMITATIONS OF LIABILITY The support services do not cover developing any Software customizations for the Customer, nor any obligation to change the Software based on the Customer’s requests. Neither party shall be held liable for any indirect or consequential damages, such as loss of information or loss of profits, under this Agreement. The entire liability of Solid shall be limited, at its discretion, either to the refund of the fees paid for the support or, alternatively, to having the Software repaired or replaced. 4. TERM AND TERMINATION Validity and notice: This Agreement shall be renewed automatically for periods of 12 months unless one of the parties terminates the Agreement by giving notice no later than thirty (30) days prior to the expiration of the period of the Agreement. Breach of the Agreement: If a party has neglected a material obligation pursuant to this Agreement, the other party may issue written notice on the matter to the other party and demand that the breach be remedied. If the party who has received the notice fails to remedy its breach within thirty (30) days of receipt of such notice, the non-breaching party has the right to terminate the Agreement with immediate effect. 5. COMMERCIAL TERMS Payment terms: Solid shall invoice the Customer for the annual support fees in advance, each year on the month the Customer subscribed to this Agreement. Solid shall invoice the fees related to possible further support after the support requests have been processed, or on a monthly basis. Prices: The prices for the support are indicated in the Appendix 1. All prices are stated exclusive, and the Customer is responsible for, all fees and taxes, including custom duties, importation fees, sales, value-added, use, withholding, gross revenue and like taxes, dues, and charges assessed or incurred in connection with the provision goods and services thereunder. Price alterations: Solid reserves the right to alter the prices indicated in the Appendix 1. Solid has the right to alter the prices once a year and the alterations become effective from the beginning of the next Agreement period. Solid shall notify the Customer of the alteration in writing no later than thirty (30) days before the effective date of the alteration. In the event the Customer opposes the price alterations, and the Customer and Solid cannot agree upon the price alterations before the end of Agreement period, this Agreement shall terminate at the end of Agreement Period. Late Payment: All delays of payments subject to this Agreement shall be liable to the penalty interest equal to one and one-half percent (1,5 %) per month from the date the payment should have been paid until such amount is paid. Any payment made more than thirty (30) days late gives Solid the right to terminate this Agreement with immediate effect. Solid has the right to withhold the support and maintenance services as long as any payment under this Agreement is overdue. Receivables: Solid has the right to assign or otherwise transfer all or part of any of its rights to payment of license fees or other charges under this Agreement. 6. ASSIGNMENT The Customer shall not assign this Agreement to any third party. Notwithstanding the preceding, this Agreement may be assigned to a third party if the third party acquires all or substantially all of the assets of the Customer, and agrees in writing to be bound by the terms of this Agreement. 7. FORCE MAJEURE If the activities of the parties pursuant to this Agreement are prevented partly or wholly because of any unexpected event, state-of-affairs, accident or any other reason that was unforeseen for the parties and is beyond the reasonable influence of the parties and that has arisen after concluding this Agreement, the party thus prevented shall promptly notify the other party thereof. The prevented party will thus be relieved of any liability to compensate the other party for any loss, damage, inconvenience, or expenses caused by the force majeure. The party shall use all reasonable means to avoid the effects of the force majeure on business activities and shall be obligated to redress all the shortcomings in the observation of the Agreement as soon as it is possible. Despite the force majeure condition above, all payments under this Agreement must be remitted unless prevented by governmental orders. If meeting the obligations of the Agreement has been delayed by more than six (6) months because of a force majeure, either party shall have the right to terminate the Agreement. 8. NOTICES All notices required and allowed in this Agreement shall be made in writing in English. 9. VALIDITY OF TERMS If a part, provision, or condition of the Agreement that is not of essential character is held to be invalid or unenforceable, the remaining parts, provisions, and conditions will remain in full force and effect. The waiver by either party of any default or breach of this Agreement at any time shall not constitute a waiver of any other subsequent default or breach, nor shall a waiver of any breach of an Agreement section constitute a waiver of any subsequent breach or of the Agreement section itself. Any waiver shall be made in writing to be valid. This Agreement forms an entity and supersedes all prior agreements, negotiated settlements, and representations pertaining to the matter. This Agreement or its Appendix(es) may not be modified except in writing signed duly by both parties. 10. APPENDICES The following Appendix shall be appended to this Agreement, and it forms an integral part of the Agreement:
11. SETTLEMENT OF DISPUTES This Agreement shall be governed by and interpreted in accordance with Finnish law, excluding its conflicts of laws provisions, and the place of jurisdiction shall be Helsinki. APPENDIX 1 MAINTENANCE AND SUPPORT SERVICES AND THE PRICES This appendix describes the software support and maintenance services, provided by Solid to the Customer, and the prices for the support. A. The Annual Fee The annual fee is USD 995, or an equivalent amount in another currency, calculated by Solid, or by an authorized payment handling institution. B. The Software, and the Maintenance of the Software The Software means software programs developed, provided and licensed by Solid, related documentation, and related Runtime licenses such as SOLID Server and SOLID Web Engine. The Software will be developed, tested, and maintained by Solid. Solid develops the Software independently from the Customer. Solid provides maintenance of the Software by delivering modifications to the Software as Maintenance updates. The Customer has a right to obtain the Maintenance updates through the Electronic Support Network described below. Maintenance update typically contains performance enhancements or corrections to problems reported by the Customer or otherwise known to Solid. Solid shall have skillful and dedicated personnel in maintaining the Software. Solid obligation to maintain and give support to a version of the Software ceases twelve (12) months after the announcement of general availability of the new version of the Software. C. Support Services The services mentioned below are available for the Customer for the annual fee, unless otherwise stated. C1. The Electronic Support Network Solid will provide the Customer an username/password access to the Electronic Support Network, a group of Internet/WWW-based technical information services. The content and usability of the Electronic Support Network is maintained by Solid. These services include specially designed information for professional software users and developers. The Electronic Support Network is also a media to search and investigate the known questions and answers related to the Software, as well as to submit new questions and other support requests to Solid. The Customer has access to all information in the Electronic Support Network, except the parts specifically purposed for Solid Partners only. The Customer has the right to use the services 24 hours every day through the Internet/WWW. The Electronic Solid Support Network includes:
C2. Support Request Services Based on the annual fee, the Customer has a right to submit maximum five (5) support requests to Solid, each causing maximum two (2) hours support work to Solid. If additional hours are required to resolve the support request, Solid will inform the Customer about the need to use more hours before going on with the support work. The Customer can submit additional support requests. The fee for additional hours is USD 150 per hour, i.e. hours which are used on top the two hours for the first 5 support requests, and all support requests after that. The tracking of used hours is done by Solid. Solid will additionally invoice all direct expenses related to the work, should such occur during the work. Solid will promptly inform the Customer about the expenses before continuing the support work. The Customer will submit the Support Requests through electronic media, such as email, ftp or WWW. Solid will provide guidance to the Customer how to use and obtain the Support Request facilities. Solid will provide resolutions to the support request only through electronic media, such as email, ftp, and WWW. Support Requests processing includes:
C3. Severe Software Errors In case the Customer notifies a severe error in the Software, and reports it with adequate information of the incident, the support request process is free of charge to the Customer. The severity of an error is determined by Solid. Return to the Support Package Options page.
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