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... .. THOMSON * ELITE EXHIBIT C - MAINTENANCE ADDENDUM This Maintenance Addendum ("Maintenance Addendum") is part of the Customer Agreement between the parties ("Agreement') which is incorporated as if fully set forth herein. 1. Definitions. As used in this Maintenance Addendum ("Maintenance Addendum"), the following terms shall have the meanings set forth below. Capitalized terms not otherwise defined shall have the meanings set forth in the Agreement. "Business Day" shall mean Monday through Friday of each week, excluding New Year's Day (January 1*), Presidents Day, Memorial Day (last Monday of May), Independence Day (July 4*), Labor Day (first Monday in September), Thanksgiving (last Thursday in November and the following Friday) and Christmas (December 25*). For the dates marked with an asterisk, if such date falls on a Saturday, the holiday will be observed on the preceding Friday; if such date falls on a Sunday, the holiday will be observed on the following Monday "Business Hours' shall mean the hours from 7:00am to 6:00pm, Mountain Time, during a Business Day "Critical Problem" shall mean a Problem that causes an adverse and material effect on Customer's ability to utilize the Software according to the Software User Manual. Critical Problems are handled in accordance with Section 2.2.1 of this Maintenance Addendum. "Non-Critical Problem" shall mean a Problem that does not meet the definition of a Critical Problem. Non-Critical Problems are handled in accordance with Section 2.2.2 of this Maintenance Addendum. "Problem" shall mean any failure of the Software to perform in accordance with the Software User Manual. Problems are classified as either Critical Problems or Non-Critical Problems depending on the impact of such Problem on Customer's operations. "Updates' shall mean any periodic software releases and any release notes provided by Thomson Elite to correct Critical or Non-Critical Problems in the Software. 2. Maintenance Services. Maintenance Services consist of the following: 2.1 Updates. Thomson Elite will provide all Updates for the Software to Customer. Customer shall be responsible for installing such Updates. 2.2 Telephone Support. Thomson Elite shall provide telephone support during Business Hours for the reporting of Problems and for the handling of Customer questions relating to the operation of the Software. Telephone support for Problems in the Server Code shall only be provided for Server Code on the Specified Server(s). Thomson Elite will provide support for Server Code on additional servers for an additional fee. Ver. 7 Feb 2008 ~ 2.2.1 Critical Problems, Thomson Elite shall respond to a report to its telephone support line of a Critical Problem within two (2) Business Hours. Thomson Elite will determine whether the Critical Problem is due to a defect in the Software or whether it is due to a failure not caused by Thomson Elite. If the Critical Problem is due to a defect, Thomson Elite shall use its best efforts to correct the defect, or provide Customer with a way to temporarily work around the defect if able to do so, or notify Customer on a regular basis as to the progress of the corrective efforts until such time as a correction can be made. 2.2.2 Non-Critical Problems. In response to a report of a Non-Critical Problem, Thomson Elite will determine whether the Non- Critical Problem is due to a defect in the Software or whether it is due to a failure not caused by Thomson Elite. If the Non-Critical Problem is due to a defect, Thomson Elite shall use reasonable efforts on a time available basis to correct such defect, but the correction may await the release of Updates. 3. Access. Customer shall be responsible for providing remote access to the Software via Thomson Elite's approved remote access method in order to allow Thomson Elite to provide the Maintenance Services and to verify Timekeeper or Seat count. 4. Customer Obligations. Customer shall insure that Thomson Elite's personnel are provided with such information under Customer control as is reasonably necessary to enable Thomson Elite to comply with its obligations hereunder. 5. Exclusions. 5.1 Thomson Elite's obligations hereunder shall extend only to: (a) the latest Update of the Software provided to Customer by Thomson Elite, and (b) Software that has not been modified or altered in any way by anyone other than Thomson Elite or under Thomson Elite's direction. 5,2 Maintenance Services shall not include services for "Excluded Items' as defined in Section 6.2 of the Agreement. 5.3 The Annual Maintenance Charge does not include on-site service calls made at Customer's request (or travel and living expenses associated with such calls), shipping costs, telephone costs or the costs of any other services not specifically set forth herein. 6, Remedies. 6.1 If Thomson Elite is unable, after repeated efforts, to remedy a Problem by correction or replacement of software or a combination thereof, or if Thomson Elite otherwise materially breaches this Maintenance Addendum or the Agreement with respect to Maintenance Services and fails to correct such breach within thirty (30) days of written notice thereof, Customer may terminate Maintenance Services and receive a pro rata refund of the prepaid Annual Maintenance Charge for the then current term, Page 16 of 17 .- . 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