Support Terms Agreement

Version 1.1

This Support Terms Agreement (the "Support Agreement") sets forth the basic provisions under which Broadleaf agrees to provide Support Services to a purchaser of Support Services ("Company") in connection with Software licensed under the End User License Agreement set forth at https://www.broadleafcommerce.com/license/commercial or an executed copy of the Software License Agreement (the "Agreement") and the Framework, subject to Company's compliance with the provisions of the Agreement. This Support Agreement shall become effective on the date set forth in the Quote and shall continue for the Term provided therein. By purchasing and obtaining Support Services, Company agrees to be bound by the terms and conditions of the Agreement and this Support Agreement. In the event of a conflict between the Agreement and the Support Agreement, the Agreement shall prevail. Any terms not defined herein shall have the meaning set forth in the Agreement. In consideration of the premises and obligations contained herein, it is agreed as follows:

1. Definitions

1.1	"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. For purposes of this definition, "Control" means direct or indirect ownership or control of more than twenty percent (20%) of the voting interests of the subject entity, provided however that any current or future Affiliate may not participate under this Agreement to the extent it is a direct competitor of Broadleaf.
1.2	"Broadleaf Service Area" means a location that is within (i)the Territory; and (ii)the country in which the Installation Site is located.
1.3	"Support Day(s)" means Monday through Friday of a given week, excluding federal and Broadleaf holidays, unless otherwise defined in a Quote.
1.4	"Support Hour(s)" means 9:00 am to 6:00 pm, Central Standard Time on a Support Day, unless otherwise defined in a Quote.
1.5	"Documentation" means the then-current, generally available, written user manuals and online help and guides for Software provided by Broadleaf that describes the functions and features of the Software, including the published specification ("Specification") of the Software.
1.6	"Framework" means the open source software ecommerce framework that will work with the Software and for which Support Services will be rendered, but which is solely subject to the license set forth at https://www.broadleafcommerce.org/license/community.
1.7	"Fees" means the Support Services fees, or any other fees due under a Quote subject to this Support Agreement.
1.8	"Installation Site" means the install location of the Software, or a subsequent location approved by Broadleaf.
1.9	"Maintenance Aids" mean any hardware, software or other tools, other than Support Tools, used by Broadleaf or Broadleaf to perform diagnostic or remedial activities on Software and the Framework.
1.10	"Product" means the Software, Support Services or other products offered by Broadleaf under the Agreement and this Support Agreement. Framework is expressly excluded from this definition.
1.11	"Product Description" means the detailed description of the Product(s) that may be delivered in or with a Quote, otherwise in writing and/or a posting on the Broadleaf website. The terms of the Product Description in effect as of the date of the Broadleaf Quote shall be deemed incorporated into and made a part of the relevant Company Purchase Order. Each Product Description is dated and is archived when it is superseded by a newer version. Broadleaf shall not change any Product Description retroactively with regard to any Software or Support Services listed on a Quote issued prior to the date thereof. At Company's request, Broadleaf shall without undue delay provide Company with a copy of the applicable Product Description and/or attach it to the relevant Quote.
1.12	"Purchase Order means the reciprocal document delivered by Company to Broadleaf to confirm a Quote for the placing of orders for Software, Support Services, and other items under this Support Agreement. By submission of a Purchase Order hereunder, an Affiliate agrees to be bound by the terms of this Support Agreement as if it were an original party hereto. Purchase Orders shall be deemed incorporated herein by reference subject to the terms of this Support Agreement.
1.13	"Quote" means a valid Broadleaf quote that provides pricing for the Software and Support Services that Company may affirmatively acknowledge, execute, or issue a Purchase Order against to purchase such items, which may include a detailed Product Description.
1.14	"Software" means the Broadleaf proprietary software product, which requires acceptance of the Agreement, and any authorized copies made by or on behalf of Company, Software Releases, and all Documentation for the foregoing.
1.15	"Software Release" means any subsequent version of Software provided by Broadleaf after initial delivery of Software but does not mean a new item of Software.
1.16	"Support Services" means the annual service available from Broadleaf or its designee, which provides Software Releases and support services for Software and the Framework as set forth in the Quote and further described in this Support Agreement and which Broadleaf agrees to provide.
1.17	"Support Tools" means any hardware, software and other tools and/or utilities used by Broadleaf to perform diagnostic or remedial activities in connection with Software and the Framework including any software or other tools made available by Broadleaf to Company to enable Company to perform various self-maintenance activities.
1.18	"Term" means the period for which this Support Agreement will be valid as set forth in the Quote or if no term is set forth therein then twelve (12) months.
1.19	"Territory" means the country or countries in which the Software may be used as set forth in the Quote.
1.20	"Third Party Product" means any other product, software, or service provided by a Third Party Vendor under the Agreement or this Support Agreement.
1.21	"Third Party Vendor means a third party manufacturer that offers Third Party Products to Company via Broadleaf or independently, as applicable.
1.22	"Time and Materials Service" means any maintenance or support service that is provided by Broadleaf but not part of fixed-fee Support Services or other generally available service related offering from Broadleaf using a pre-established fee, but which will be separately charged to Company on a time and materials basis and may be made available under a separate set of terms and conditions, Quote and/or service description.

2. Support Services

2.1	Scope of Support Services. The hours for Support Services for Software are set forth in the Quote, and unless otherwise indicated in the Quote, consist of (i)using commercially reasonable efforts to remedy failures of Software and the Framework to perform substantially in accordance with the applicable Specifications; (ii)providing English-language (or, where available, local language) help line service (via telephone or other electronic media); and (iii) providing, or enabling Company to download, Software Releases and Documentation updates made generally available by Broadleaf at no additional charge to other purchasers of Support Service for the applicable Product. Broadleaf reserves the right to change the scope of the Support Services on 60 days' prior written notice to Company. Support packages available for purchase by Company under a Quote shall be set forth at www.broadleafcommerce.com/support and the Support Services available to Company shall be dependent on the package purchased.
2.2	Additional Support. Broadleaf reserves the right to charge for Support Services performed outside the time frames of the applicable Support Services as a Time and Materials Service. Broadleaf will have no obligation to provide Support Services with respect to Software or the Framework outside the Broadleaf Service Area. Support Services do not apply to any Software other than the current and the immediately prior Software Release. Support Services are subject to Broadleaf's then-current "End-of-Service-Life" policy for the respective Software or Framework. Broadleaf shall have no obligation to provide Support Services for Software problems that cannot be reproduced at Broadleaf's facility or via remote access to Company facility (as applicable). Any additional Software products subsequently licensed under the Agreement must be accompanied by Support Services at the same level of support previously purchased by Company.
2.3	Support Services Exclusions. Support Services do not cover any problems that arise from (i)accident or neglect by Company, or any third party; (ii)any Third Party Products, third party items or services with which the Software or the Framework is used or other causes beyond Broadleaf's control; (iii)installation, operation or use not in accordance with Broadleaf's written instructions or the applicable Documentation; (iv)use in an environment, in a manner or for a purpose for which the Software or the Framework was not designed; (v) upgrades to: (x) any hardware required to run the Software or obtain Support Services; (y) Software to the extent such upgrade contains new features or functionality generally made available for a Fee; or (z) Third Party Products; or (vi)modification, alteration or repair by anyone other than Broadleaf or its authorized representatives. Broadleaf has no obligation whatsoever for Software installed or used beyond the licensed use. If Company has purchased Support Services directly from Broadleaf, such shall be delivered by Broadleaf as specified in the applicable Quote. If Company has purchased maintenance and support from a Distributor, then Broadleaf may provide Support Services to the extent that the Distributor has contracted with Broadleaf to provide Company with Support Services.
2.4	Re-Instatement of Lapsed Support. If Support Services expire or are terminate and Company seeks to re-instate support for Software or the Framework, then re-instatement shall be subject to certification at Broadleaf's then current Time and Materials Service rates and conditions. Once so certified, Support Services shall commence upon payment to Broadleaf of (i)the charge for the above described Time and Materials Service; (ii)the amount Broadleaf would have normally charged had Support Services been in effect during the period of the lapse or discontinuation; and (iii) (ii) the annual support Fees for the then-current current period.

3. Company Responsibilities

3.1

Cooperation. Company shall (i)promptly notify Broadleaf if the Software or the Framework fail to meet the Specifications and provide Broadleaf with sufficient details of the failure such that the failure can be reproduced by Broadleaf or its authorized representative; (ii)allow Broadleaf or its authorized representative remote and on-site (when determined necessary by Broadleaf) access to the Software and the Framework to provide Support Services; and (iii)furnish necessary facilities (which for on-site access means suitable work space, computers, power, light, phone, internet network availability, software and equipment reasonably required by Broadleaf), information and assistance required to provide the Support Services. In the event that Company request on-site support, additional Time and Materials Services may apply.

3.2

Support Contacts. Unless a specific number of authorized contacts are indicated on the Quote, Company shall designate in writing a reasonable number of authorized contacts, as determined by Company and Broadleaf, who shall initially report problems and receive Support Services from Broadleaf. Each Company representative shall be familiar with Company's requirements and shall have the expertise and capabilities necessary to permit Broadleaf to fulfill its obligations. A change to the authorized support contacts by Company shall be submitted to Broadleaf in writing.

4. Additional Terms

4.1	Maintenance Aids. Company authorizes Broadleaf or its authorized representatives to store Maintenance Aids at the Installation Site if Broadleaf was required to come on site to install the Software or Framework and reasonably believes that storage thereof will be of benefit to both parties and agrees that such are for use only by Broadleaf or its authorized representatives. Company shall not make any use thereof or authorize and third party to do so. Broadleaf is authorized, upon the conclusion of the Support Services or at any other time, upon reasonable notice to Company, to enter the Installation Site, or to use remote means, to remove and/or disable Maintenance Aids and Company shall reasonably cooperate in this effort.
4.2	Support Tools. Broadleaf may choose to make various Support Tools available to assist Company in performing various maintenance or support related tasks. Company shall use Support Tools only in accordance with terms under which Broadleaf makes such available.
4.3	Proactive Software or the Framework Changes. Broadleaf may itself or upon making the change available request Company to promptly implement changes to the Software and the Framework upon reasonable notice to Company (i)when such changes do not adversely affect interchangeability or performance of the Software and the Framework; (ii)when Broadleaf reasonably believes such changes are required for purposes of safety or reliability; or (iii)when Broadleaf is required by law to do so. Where Broadleaf will undertake the changes, Company shall give Broadleaf reasonable access to the Software and the Framework for such purpose.
4.4	Software Releases. Upon provision of a Software Release, Company shall install such release within a reasonable timeframe and remove and make no further use of all prior Software Releases, and protect such prior Software Releases from disclosure or use by any third party. Company is authorized to retain a copy of each Software Release properly obtained by Company for Company's archive purposes and use such as a temporary back-up if the current Software Release becomes inoperable. Company shall use and deploy Software Releases strictly in accordance with terms of the original license for the Software.
4.5	Change of Location or Configuration. Company may change the Installation Site or configuration (outside of user accessible configurations) of Software that is under Support Services by Broadleaf only after written notice to Broadleaf. If the new location is in a different country, then such move is subject to Broadleaf prior written approval.
4.6	Movement of Software. Company may, to the extent technologically compatible, discontinue all use of the Software on the hardware or network environment for which it was originally licensed and begin the corresponding use thereof on a different Company owned or controlled hardware or network environment provided that Company (i)provides Broadleaf with advance, written notice of such move; (ii) receives written consent from Broadleaf not to be unreasonably withheld and to be deemed given after thirty (30) days from receipt of the notice if Broadleaf does not reject the movement of the Software and (iii)pays the applicable transfer and/or upgrade Fees assessed by Broadleaf for such a move (if any).
4.7	Remote Support Capability. As part of the Support Services, Broadleaf or its suppliers make various remote support capabilities available for certain Software and the Framework in accordance with their respective then current policies and procedures. Broadleaf's Support Services Fees are based on the availability and use of such remote support capabilities. Company has the option to activate or disable remote support capabilities, but it shall notify Broadleaf thereof without undue delay. If Company chooses to disable the remote support features, then, with regard to all Software and the Framework affected by such disablement (i)Broadleaf may assess Company a surcharge in accordance with Broadleaf's then current Time and Materials Services rates; and (ii)any agreed response times or other agreed service levels (if any) shall no longer apply.
4.8	Alterations and Attachments to Software and Framework. Broadleaf does not restrict Company from using other third party products with the Software or Framework at Company's expense; provided Company is responsible for any Fees, additional charges and/or licensing that may be required as a result of such activities. If the alterations or attachments materially prevent Broadleaf performance of Support Services, Company shall, upon Broadleaf's request, take corrective action.
4.9	Support Services for Software affected by Change in Hardware Status. For Software used on or operated in connection with hardware that ceases to be compatible with the Software or for which Broadleaf has ended support under its standard product lifecycle, Broadleaf reserves the right to send Company written notice that Broadleaf has either chosen to discontinue or change the price for Support Services for such Software (with such price change effective as of the date the applicable Broadleaf hardware ceases to be so covered). If Broadleaf sends a discontinuation notice, or if Company rejects or does not respond to the notice of a proposed price change within thirty (30) days after receipt, Company will be deemed to have terminated the Support Services for its convenience.

5. General

5.1	Regular Back-ups. As part of its obligation to mitigate damages, Company shall take reasonable data back-up measures. In particular, Company shall provide for a daily back-up process and back-up the relevant data before Broadleaf performs any remedial, upgrade, Support Services, or other works on Company's production systems. To the extent Broadleaf's liability for loss of data is not anyway excluded under this Support Agreement, Broadleaf shall in case of data losses only be liable for the typical effort to recover the data which would have accrued if Company had appropriately backed up its data.
5.2	Broadleaf may use Broadleaf affiliates or other sufficiently qualified subcontractors to provide services described in this Exhibit to Company, provided that Broadleaf shall remain responsible to Company for the performance thereof. The foregoing limitations shall also apply in favor of Broadleaf and its Third Party Vendors.
5.3	Government Regulations and Export Control. Software and the technology included therein provided under this Agreement may be subject to governmental restrictions on (i)exports from the U.S.; (ii)exports from other countries in which such Software and technology included therein may be produced or located; (iii)disclosures of technology to foreign persons; (iv)exports from abroad of derivative products thereof; and (v)the importation and/or use of such Software and technology included therein outside of the United States or other countries (collectively, 'Export Laws'). Company shall comply with all Export Laws and Broadleaf export policies to the extent such policies are made available to Company by Broadleaf. Diversion contrary to U.S. law or other Export Laws is expressly prohibited.

6. Problem Notification

6.1

Broadleaf Notification. Company shall provide Broadleaf with the name of no more than three (3) authorized contacts ("Company Service Contacts"), who may request Support Services and provide problem tickets to Broadleaf for categorization and resolution. Such authorized contacts shall submit problem tickets to the Broadleaf contacts set forth below: • Broadleaf Service Contact:   • Ticketing System: https://support.broadleafcommerce.com/   • Email: [email protected] • Broadleaf Escalation Contact:   • Defined in Quote

6.7

Support Services Requirements from Company. Company Service Contact must report Incidents to the Broadleaf Service Contact by either the ticketing system or email. The ticketing system and email are available 24/7 except during maintenance windows. At a minimum, the following details are to be provided to Broadleaf Service Contact when reporting an Event: 6.7.1 Known details and nature of the Incident; 6.7.2 System identification – production, test, etc; 6.7.3 Severity of the Incident; 6.7.4 Details of the module affected; and 6.7.5 Contact name and if applicable a telephone number for afterhours calls.

7. Problem Categories

Severity Levels	Description
"Critical"	A Broadleaf Software fault which has a severe commercial impact on the Company's business or the businesses of Company's member agencies which either makes the Broadleaf Software inoperable or prevents any access to the Broadleaf Software by Company or its agents, for which there is no workaround.
"Severe"	A Broadleaf Software fault which has a significant but limited commercial impact on the Company's business or the businesses of Company's member agencies which either makes one or more critical areas of functionality inaccessible or inoperable or prevents the provision of the services to a significant number of Company's member agencies, resulting in some financial loss, and any workaround has a significant financial or operational impact.
"Medium"	A Broadleaf Software fault which has a minimal commercial impact on the Company's business or the businesses of Company's member agencies which affects one or more non-critical areas of functionality resulting in serious inconvenience to a significant number of Company's users or prevents the provision of Services to a small number of the Company's users or any workaround has only a minor financial or operational impact.
"Low"	A Broadleaf Software fault which has no commercial impact on the running of the Company's business or the business of Company's member agencies or does not affect any critical areas of functionality and only results in minor inconvenience to a small number of Company's users but does not prevent the provision of service to any of the Company's users. Broadleaf may elect not to provide a solution for a Low event.

8. Acknowledgement / Response Times

Once notice of Company's Incident has been received by Broadleaf and provided that Companyhas complied with the provisions of Sections 5 and 6 of this Support Agreement, then Broadleaf will send a response by email to one of Company's Support Contacts in accordance within the Response Time below and will thereafter provide Companywith a resolution, workaround or plan to provide either of the foregoing within the Resolution Time set forth below:

Reporting Method	Incident Category	Response Time	Resolution Time
Ticketing System or Email	Critical	2 Support Hours	8 Support Hours
	Severe	4 Support Hours	8 Support Hours
	Medium	1 Support Day	3 Support Days
	Low	2 Support Days	Next Update

• Company must clearly begin the subject of the email with "Critical" if it believes the Incident to be such and the Company must provide complete details to allow Broadleaf support staff to understand and replicate the Incident, including the steps taken initially to resolve the Incident.
• When acknowledging the Incident, Broadleaf shall assign an Incident Number to the said Incident and Company must reference such Incident Number in all related communications thereafter.
• Broadleaf will monitor for recurring Incidents. In the event that Incidents do recur, Broadleaf and Company will agree on a plan for a detailed investigation/long term solution to be implemented.
• Broadleaf will provide Company with regular updates on the status of an Incident at a frequency to be agreed between Broadleaf and Company except that for a Critical event, Broadleaf will provide updates every two (2) hours.
• Company may wish to contact Broadleaf's management in order to escalate Broadleaf's response to the Incident when reasonably appropriate (e.g., dissatisfaction with Broadleaf' performance, repeated failure to meet response times).
• This Support Agreement defines the levels of service provided by Broadleaf to Company. During the Term of the Agreement, the support services requirements may change with a corresponding impact on this service level agreement. Through regular, service level review meetings, this Support Agreement may be updated upon the mutual agreement of the parties, to ensure that it continues to reflect the services and support requirements of Company.
• In the event that a Critical or Server Incident occurs and Broadleaf can only provide a plan of resolution that will not be completed within ninety (90) days of such submission thereof, Company and Broadleaf shall discuss alternative solutions and should an alternative solution not be possible then Company may have the right to terminate this Support Agreement and receive a pro-rata payment equal to any the amounts prepaid for the affected Support Services under this Support Agreement.

9. Miscellaneous

9.1	Notices and Language. Any notices permitted or required under this Support Agreement shall be in writing, and shall be deemed given when delivered (i)in person, (ii)by overnight courier, upon written confirmation of receipt, (iii)by certified or registered mail, with proof of delivery, or (iv)by email, with confirmation of receipt (except for routine business communications issued by Broadleaf, which shall not require confirmation from Company). Notices shall be sent to the address, facsimile number or email address set forth below, or at such other address, facsimile number or email address as provided to the other party in writing. Notices shall be sent to: [email protected] or to: Attn: Legal Dept., Broadleaf Commerce, 5700 Tennyson Parkway Suite #300, Plano, TX 75024, USA. The parties agree that this Support Agreement has been written in the English language, that the English language version shall govern and that all notices shall be in the English language.
9.2	Entire Agreement. This Support Agreement (i)is the complete statement of the agreement of the parties with regard to the subject matter hereof; and (ii)may be modified only by a writing signed by both parties. All terms of any Purchase Order or similar document provided by Company, including but not limited to any pre-printed terms thereon and any terms that are inconsistent or conflict with this Support Agreement, shall be null and void and of no legal force or effect.
9.3	Force Majeure. Neither party shall be liable under this Support Agreement because of a failure or delay in performing its obligations hereunder on account of any force majeure event, such as strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action, or any other cause which is beyond the reasonable control of such party and either party may terminate this Support Agreement if such condition continues for forty-five (45) consecutive days.
9.4	Assignment. Neither party shall assign this Support Agreement without the non-assigning party's prior written consent, which consent shall not be unreasonably withheld, provided that an acquisition of all or substantially all the assets or interest in a party or in a product line using the software, change in entity name, form or investment (other than a change in Control under the following sentence) shall not require consent. Company shall promptly notify Broadleaf, and Broadleaf may terminate this Support Agreement on thirty days' notice, if Company merges with or is acquired by or is under the Control of a third party competitor of Broadleaf.
9.5	Governing Law. This Support Agreement is governed bythe laws of the New York, excluding any conflict of law rules. The U.N. Convention on Contracts for the International Sale of Goods shall not apply.
9.6	Waiver. No waiver shall be deemed a waiver of any prior or subsequent default hereunder. If any part of this Support Agreement is held unenforceable, the validity of the remaining provisions shall not be affected.
9.7	Partial Invalidity. If any part of this Support Agreement, a Purchase Order, or a Quote is held unenforceable, the validity of the remaining provisions shall not be affected.