SaaS Terms & Conditions

Last updated: August 13, 2019

This SaaS Services Agreement (“Agreement”) is entered into between Raxar Technology Corporation (“Raxar”) with a place of business at 3104 N. Armenia Ave #2, Tampa, FL 33607, and you (“Customer”). This Agreement refers to the Order Form agreed to in writing by the parties, the Terms and Conditions, as well as the other Exhibits attached hereto. 


For additional licenses and services, the parties will complete and execute additional Order Forms or Statement of Works, as applicable, identifying this Agreement and which, when executed by both parties, such additional Order Forms or Statement of Works, as applicable, will become part of and subject to the terms of this Agreement. Any different or additional terms of any related quote, purchase order, confirmation, or similar order form are hereby rejected and shall have no force or effect. This Agreement and the attachments incorporated by reference herein embody the entire agreement and understanding of the parties with respect to the Services and Implementation Services (each as defined in the Order Form) and may only be amended by a writing signed by the parties. 

Terms and Conditions

1. SaaS Services and Support

1.1 Subject to the terms of this Agreement, Raxar will provide Customer with the Services in accordance with the Service Level Terms attached hereto as Exhibit C, which may be updated from time-to-time by Raxar and provided to Customer. 


1.2 Subject to the terms hereof, Raxar will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit D, which may be updated from time-to-time by Raxar and provided to Customer. 

2. Definitions

2.1 “Affiliate” means any entity, now or hereafter existing that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. An entity shall be considered an “Affiliate” only so long as that entity meets the foregoing definition. 


2.2 “Customer” means the entity set forth on the applicable Order Form. 


2.3 “Customer Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer or any User and received by Raxar through the Services. 


2.4 “Documentation” means the online user instructions and help files made available by Raxar for use with the Services, as may be updated from time to time by Raxar. 


2.5 “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including, without limitation, (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals, reissues, reexaminations, reviews and extensions of, any of the foregoing in any jurisdiction in the world. 


2.6 “Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that are approved by the Open Source Initiative (www.opensource.org). 


2.7 “Order Form” means the ordering documents for Services purchased from RAXAR that are executed by the parties from time to time, including modifications, supplements and addend thereto. Order Forms shall be deemed incorporated herein. Affiliates of Customer approved by Raxar may purchase licenses to access and use the Services subject to this Agreement by executing Order Forms hereunder, and by executing an Order Form accepted by Raxar, that Affiliate of Customer shall be bound by this Agreement as if it were an original party hereto. 


2.8 “Service Term” means the subscription period for Customer’s use of the Services set forth in an Order Form. 


2.9 “Services” means the Services set forth in the applicable Order Form. 


2.10 “Users” means Customer’s or its Affiliates’ (to the extent such Affiliate(s) has executed an Order Form) employees, consultants, contractors, agents and third parties with whom Customer may transact business and (a) who are authorized by Customer or its Affiliates to access and use the Services, and (b) who have been supplied user identifications and passwords for such purpose by Customer (or by Raxar at Customer’s request). 

3. USE OF SERVICES, RESTRICTIONS AND RESPONSIBILITIES

3.1 Subject to Customer’s compliance with this Agreement, Raxar hereby grants to Customer, during the relevant Service Term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to (a) use the Services on Customer’s iPads, iPhones or via the Raxar website for the number of Users set forth in the applicable Order Form in accordance with the Documentation, (b) use the Services for Customer’s own internal business purposes, and (c) access the reporting server. 


3.2 Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (b) modify, translate, or create derivative works based on any element of the Services or any related Documentation (except to the extent expressly permitted by Raxar or authorized within the Services); (c) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) remove any proprietary notices or labels; (e) publish or disclose to third parties any evaluation of the Services; (f) use the Services for any purpose other than its intended purpose; (h) interfere with or disrupt the integrity or performance of the Services; (i) introduce any Open Source Software into the Services; (j) attempt to gain unauthorized access to the Services or the related systems or networks of the Services. 


3.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Raxar’s Documentation, standard published terms of use and privacy policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Raxar against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Raxar has no obligation to monitor Customer’s use of the Services, Raxar may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 


3.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent. 


3.5 Raxar may temporarily suspend Customer’s or its Users’ access to the Services in the event that either Customer or any of its Users is engaged in, or Raxar, in good faith, suspects Customer or any of its Users is engaged in, any unauthorized conduct (including, but not limited to any violation of this Agreement). Raxar will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that Raxar’s exercise of the suspension rights herein shall not be conditioned upon Customer’s receipt of any notification. Customer agrees that Raxar shall not be liable to Customer or its Users, or any other third party if Raxar exercises its suspension rights as permitted by this Section. Upon determining that Customer has ceased the unauthorized conduct leading to the temporary suspension to Raxar’s reasonable satisfaction, Raxar shall reinstate Customer’s or its Users’ access and use of the Services. 


3.6 Customer may not remove or export from the United States or allow the export or re-export of the Services, any software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services, software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be 

“commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 


4. PROPRIETARY RIGHTS

4.1 All right, title and interest in and to the Services, and any other Raxar materials or information, furnished or made available hereunder, and all modifications and enhancements thereof, and all Feedback (as defined below) proposed or used by Customer regarding the Services, including all Intellectual Property Rights therein, belong to and are retained solely by Raxar or Raxar’s licensors. Customer grants to Raxar an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit to any modifications, enhancements, evaluations, ideas, feedback and suggestions by Customer (and Affiliates, employees, consultants and agents) to Raxar regarding the Services (collectively, “Feedback”) and all Intellectual Property Rights in the Feedback without the necessity of any further consideration. 


4.2 All right, title and interest in and to (a) the Customer Data, (b) other information input, excluding the Feedback, into the Services by Customer (collectively, “Other Information”) and (c) all Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Customer. Customer hereby grants to Raxar a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Raxar to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify and distribute the Other Information as set forth in Section 4.3 below. If receipt of the Customer Data requires Raxar to utilize any account information from a third-party service provider, Customer shall be responsible for obtaining and providing relevant account information and passwords, and Raxar hereby agrees to access and use the Customer Data solely for Customer’s benefit and as set forth in this Agreement. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. 


4.3 Notwithstanding anything to the contrary, Raxar shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data, Other Information and data derived therefrom), and Raxar will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other product offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. 

4.4 Except as expressly granted in this Agreement, there are no other licenses or rights granted to Customer, express, implied or by way of estoppel. All rights not granted in this Agreement are reserved by Raxar. 


5. SECURITY

5.1 Customer shall be, and shall ensure that its Users are, responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the User to which it was issued. Customer is solely responsible for any and all access and use of the Services that occurs using logins and passwords. Customer shall restrict its Users from sharing passwords. Customer agrees to immediately notify Raxar of any unauthorized use of any account or login and password issued to Customer’s Users, or any other breach of security known to Customer. Raxar shall have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section. 


5.2 Neither Customer nor any User may circumvent or otherwise interfere with any user authentication or security of the Services. Customer will immediately notify Raxar of any breach, or attempted breach, of security known to Customer. 


5.3 Raxar will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Notwithstanding the foregoing, Customer acknowledges that, notwithstanding any security precautions deployed by Raxar, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data. Raxar cannot and does not guaranty the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient. Raxar shall not (a) disclose Customer Data except as compelled by law 

or as expressly permitted in writing by Customer, or (b) access Customer Data except to provide the Services and prevent or address service or technical problems, or at Customer's request in connection with customer support matters. 


5.4 If Customer is a resident in the European Economic Area or Customer will transmit or upload any Customer Data that includes any personal data regarding any individual that is resident in the European Economic Area, then Customer must request Raxar to execute Raxar’s data processing addendum (“DPA”) with Customer. If Customer does not make such request and/or execute Raxar’s DPA, Customer hereby represents and warrants that Customer is not resident in the European Economic Area and Customer will not transmit or upload any Customer Data that includes personal data regarding any individual that is resident in the European Economic Area. 


6. CONFIDENTIALITY 

6.1 “Confidential Information” means any and all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to the Agreement that is (a) marked confidential and proprietary, (b) the Disclosing Party identifies as confidential and proprietary, or (c) by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information. The following information will be considered Confidential Information whether or not marked as such: (i) this Agreement, including all Exhibits thereto, (ii) the Services, (iii) a party’s roadmaps, product plans, technical information and business or marketing plans. Confidential Information does not include information that as shown by the Receiving Party’s records: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. 


6.2 The Receiving Party will use no less than a reasonable standard of care to safeguard the Confidential Information received from the Disclosing Party. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under these Terms. 


6.3 Neither party will disclose Confidential Information in violation of this Agreement nor to a third party without the prior written consent of the other party. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant; provided, however, that prior to any such disclosure, the Receiving Party shall, if legally permissible, immediately notify the Disclosing Party in writing of the agency’s order or request to disclose and cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. 


6.4 The parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages. 


7. PAYMENT OF FEES

7.1 Customer will pay Raxar the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the applicable Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided in the applicable Order Form. Raxar reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current Service Term upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Raxar has billed Customer incorrectly, Customer must contact Raxar no later than ninety (90) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Raxar’s accounting department via email at: accounting@raxar.com. 


7.2 Raxar may choose to bill through an electronic and/or paper invoice(s); in which case, full payment of invoice must be received by thirty (30) days after the mailing or electronic delivery date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Raxar’s net income. 


8. TERM AND TERMINATION

8.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Service Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current Service Term. 


8.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. 


8.3 Upon termination of this Agreement, (a) Customer’s use of and access to the Services shall cease; (b) all Order Forms and SOWs shall terminate; and (c) all fees and other amounts owed to Raxar shall be immediately due and payable by Customer, including without limitation. Raxar shall make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days from the termination date, but thereafter Raxar may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 


9. WARRANTY AND DISCLAIMER

Raxar shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Raxar or by third-party providers, or because of other causes beyond Raxar’s reasonable control, but Raxar shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, RAXAR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND RAXAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

10. INDEMNITY

10.1 Raxar shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret. Raxar’s obligations under this Section are conditioned upon (a) Raxar being promptly notified in writing of any claim under this Section, (b) Raxar having the sole and exclusive right to control the defense and settlement of the claim under this Section, and (c) Customer providing all reasonable assistance (at Raxar’s expense and reasonable request) in the defense or settlement of such claim. Raxar will not be responsible for any settlement it does not approve in writing. 


10.2 The foregoing obligations do not apply with respect to portions or components of the Services (a) not supplied by Raxar, (c) made in whole or in part in accordance with Customer specifications, (c) that are modified after delivery by Raxar, (d) combined with other products, processes or materials where the alleged infringement relates to such combination, (e) where Customer continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (f) where Customer’s use of the Services is not strictly in accordance with this Agreement or the Documentation. 


10.3 If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Raxar to be infringing, Raxar may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services. 


10.4 THE FOREGOING STATES THE ENTIRE LIABILITY OF RAXAR WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE SERVICES OR 

OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF RAXAR WITH RESPECT THERETO. 

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. EXCEPT FOR AMOUNTS PAYABLE HEREUNDER OR LIABILITY ARISING FROM CUSTOMER’S VIOLATION OF SECTIONS 3.1, 3.2 OR 5.4, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. 


11.2 Exclusion of Damages. EXCEPT FOR AMOUNTS PAYABLE HEREUNDER OR LIABILITY ARISING FROM CUSTOMER’S VIOLATION OF SECTIONS 3.1, 3.2 OR 5.4, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR COSTS OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY. 


11.3 Essential Basis. Customer acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in Sections 9, 10, and 11 form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different. 

12. PUBLICITY

Raxar has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services provided hereunder in each case in Raxar business development and marketing efforts, including without limitation Raxar’s website. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Raxar to serve as a reference account upon request. 

13. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by Customer except with Raxar’s prior written consent. Raxar may transfer and assign any of its rights and obligations under this Agreement without consent. Any waivers, amendments or modifications must be in writing and signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Raxar in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. This Agreement, including all Exhibits, Order Forms, and Statements of Work, constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral. 

EXHIBIT C

SERVICE LEVEL TERMS

1. The Services shall be available 99%, measured monthly, excluding holidays and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Raxar’s control will also be excluded from any such calculation. Downtime shall begin to accrue as soon as Customer (with notice to Raxar) recognizes that downtime is taking place and continues until the availability of the Services is restored. Raxar’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Raxar to provide adequate service levels under this Agreement. 


2. Raxar support shall included the following responsiveness: 

a) Diagnose and if necessary, temporarily patch defective components; 

b) Ensure qualified staff are available such that appropriate expertise is available within two (2) hours of encountering a critical service outage 

c) Develop a permanent fix to replace any temporary patches and to remedy software defects reported by the Customer 

d) Back-up (100%) data as necessary prior to installing any temporary patches and to restore such data after patch installation has been completed; 

e) Certify that all permanent fixes must be validated and tested by the Raxar prior to inclusion in a regularly scheduled software update 


3. Raxar shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement. 


4. Raxar shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for: 

a. Planned maintenance carried out during the maintenance window of 12:00 am to 3.00 am PST US time; and 

b. Unscheduled maintenance performed outside Normal Business Hours, provided that the RAXAR has used reasonable endeavors to give the Customer at least 6 Normal Business Hours’ notice in advance. 

EXHIBIT D

SUPPORT TERMS

Raxar will provide Level 2 Technical Support to Customer and field staff via support portal at https://raxarsupport.freshdesk.com: 7 days a week, 24 hours a day. 


Raxar will provide Level 3 Technical Support to Customer internal IT Department via Raxar Level 2 Support 5 days a week during the hours of 8:00 am through 8:00 pm Eastern Standard Time, with the exclusion of Federal Holidays (“Support Hours”). 


Critical Service Outage and Non-Critical Service Outage support available 7 days a week, 24 hours a day via support portal at https://raxarsupport.freshdesk.com. Raxar will use commercially reasonable efforts to respond to all outages immediately, and begin resolution within four (4) hour, and continue to work until resolved. 


Customer may initiate a helpdesk ticket during Support Hours by calling 877-710-0077 or any time by emailing support@raxar.com. Raxar will use commercially reasonable efforts to respond to all Helpdesk tickets/requests within one (1) business day via email or telephone call. 


Levels of Support and Service

Level 0 - Raxar will provide training manuals, training videos and Frequently Asked Questions (FAQs) for users to access and resolve information on their own rather than have to contact a local Helpdesk or Service Desk for resolution. This resource will be in addition to the on-site training that all employees receive, terms may not apply to all company inspectors because of volume of users and coordinating schedules for an on-site training. 


Level 1 - The initial support level is responsible for basic Customer issues. This level is synonymous with first-line support and will be provided by Customer internal IT and Administrative staff. This level of support includes front-end support. Level 1 support includes gathering Customer information to determine the Customer’s issue by analyzing the symptoms to figuring out the underlying problem. The technician will be provided training from Raxar to be able to identify issues with hardware, operating system and the software. Level 1 technician(s) will do their best to analyze the symptoms to identify the underlying problem. Raxar will provide training to network administrators to provide user name, email and password change requests in addition to complete system configurations. Level 1 support will also be responsible for basic troubleshooting, software instillation and hardware repair. In the event that a problem cannot be resolved with Level 1 support; a Level 1 support technician only has the ability to escalate to Level 2 support. 


Level 2 – This level of support is a more in-depth technical support level than Level 1 and as a result more experienced and knowledgeable technicians must be leveraged. Level 2 Support will be provided by Raxar only under the condition that Level 0 and Level 1 has been exhausted. Level 2 Support will be available on a continuous basis as need. Level 2 Support provides administrative level support and various other headings denoting advanced technical troubleshooting and analysis methods. Level 2 Technicians will be responsible for assisting Level 1 Technician in solving basic technical problems and for investigating elevated issues by confirming the validity of the problem and seeking for known solutions related to more complex issues. Level 1 Technicians will clearly document how long they have been working with a particular user and track trouble shooting solutions and suggestions via the Ticketing System. In the event that Level 2 Support cannot resolve the issue, the Ticket will be escalated to Level 3 Support. 


Level 3 – This level of support is the highest level of support and is designated for the most difficult and advanced problems. Level 3 Support will be provided by Raxar during Operational Business Hours and can only be engaged by Level 2 Support Technicians from Raxar. Level 3 Support will support back-end development (data center, email, file sharing, infrastructure, network and servers) and issues pertaining to source code. These individuals are experts in the development of the software and are able to assist in high-end support and various other headings denoting expert level troubleshooting and analysis methods. Level 3 Technicians are responsible for reviewing tickets generated by Level 1 and Level 2 Technicians. If possible, the Level 3 Technician will work to solve the problem with the Customer as it may become apparent that the Level 1 and/or Level 2 Technicians simply failed to discover the proper solution. Upon encountering a new issue, Level 3 Personnel must first determine whether or not to solve the problem and may require Customer contact information to work directly with Level 1 Technicians on-site to troubleshoot the issue and find a solution.