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<br />THOIVISON <br />* <br />ELITE <br /> <br />EXHIBIT C - MAINTENANCE ADDENDUM <br /> <br />This Maintenance Addendum ("Maintenance Addendum") is <br />part of the Customer Agreement between the parties ("Agreement") which <br />is incorporated as if fully set forth herein. <br /> <br />1. Definitions. <br /> <br />As used in this Maintenance Addendum ("Maintenance <br />Addendum"), the following terms shall have the meanings set forth below <br />Capitalized terms not otherwise defined shall have the meanings set forth <br />in the Agreement. <br /> <br />"Business Day" shall mean Monday through Friday of each <br />week, excluding New Year's Day (January 1*), Presidents Day, Memorial <br />Day (last Monday of May), Independence Day (July 4*), Labor Day (first <br />Monday in September), Thanksgiving (last Thursday in November and the <br />following Friday) and Christmas (December 25*). For the dates marked <br />with an asterisk, if such date falls on a Saturday, the holiday will be <br />observed on the preceding Friday; if such date falls on a Sunday, the <br />holiday will be observed on the following Monday <br /> <br />"Business Hours" shall mean the hours from 7:00am to 6:00pm, <br />Mountain Time, during a Business Day <br /> <br />"Critical Problem" shall mean a Problem that causes an <br />adverse and material effect on Customer's ability to utilize the Software <br />according to the Software User Manual. Critical Problems are handled in <br />accordance with Section 2.2.1 of this Maintenance Addendum. <br /> <br />"Non-Critical Problem" shall mean a Problem that does not <br />meet the definition of a Critical Problem. Non-Critical Problems are <br />handled in accordance with Section 2.2.2 of this Maintenance Addendum. <br /> <br />"Problem" shall mean any failure of the Software to perform in <br />accordance with the Software User Manual. Problems are classified as <br />either Critical Problems or Non-Critical Problems depending on the impact <br />of such Problem on Customer's operations. <br /> <br />"Updates" shall mean any periodic software releases and any <br />release notes provided by Thomson Elite to correct Critical or Non-Critical <br />Problems in the Software. <br /> <br />2. Maintenance Services. <br /> <br />Maintenance Services consist of the following: <br /> <br />2.1 Updates. Thomson Elite will provide all Updates for the <br />Software to Customer Customer shall be responsible for installing such <br />Updates. <br /> <br />2.2 Telephone Support. Thomson Elite shall provide <br />telephone support during Business Hours for the reporting of Problems <br />and for the handling of Customer questions relating to the operation of the <br />Software. Telephone support for Problems in the Server Code shall only <br />be provided for Server Code on the Specified Server(s). Thomson Elite <br />will provide support for Server Code on additional servers for an additional <br />fee. <br /> <br />VeL 7 Feb 2008 <br /> <br />2.2.1 Critical Problems. Thomson Elite shall respond to a <br />report to its telephone support line of a Critical Problem within two (2) <br />Business Hours. Thomson Elite will determine whether the Critical <br />Problem is due to a defect in the Software or whether it is due to a failure <br />not caused by Thomson Elite. If the Critical Problem is due to a defect, <br />Thomson Elite shall use its best efforts to correct the defect, or provide <br />Customer with a way to temporarily work around the defect if able to do so, <br />or notify Customer on a regular basis as to the progress of the corrective <br />efforts until such time as a correction can be made. <br /> <br />2.2.2 Non-Critical Problems. In response to a report of a <br />Non-Critical Problem, Thomson Elite will determine whether the Non- <br />Critical Problem is due to a defect in the Software or whether it is due to a <br />failure not caused by Thomson Elite. If the Non-Critical Problem is due to <br />a defect, Thomson Elite shall use reasonable efforts on a time available <br />basis to correct such defect, but the correction may await the release of <br />Updates. <br /> <br />3. Access. <br /> <br />Customer shall be responsible for providing remote access to <br />the Software via Thomson Elite's approved remote access method in order <br />to allow Thomson Elite to provide the Maintenance Services and to verify <br />Timekeeper or Seat count. <br /> <br />4. Customer Obligations. <br /> <br />Customer shall insure that Thomson Elite's personnel are <br />provided with such information under Customer control as is reasonably <br />necessary to enable Thomson Elite to comply with its obligations <br />hereunder. <br /> <br />5. Exclusions. <br /> <br />5.1 Thomson Elite's obligations hereunder shall extend only to: <br />(a) the latest Update of the Software provided to Customer by Thomson <br />Elite, and (b) Software that has not been modified or altered in any way by <br />anyone other than Thomson Elite or under Thomson Elite's direction. <br /> <br />5.2 Maintenance Services shall not include services for <br />"Excluded Items" as defined in Section 6.2 of the Agreement. <br /> <br />5.3 The Annual Maintenance Charge does not include on-site <br />service calls made at Customer's request (or travel and living expenses <br />associated with such calls), shipping costs, telephone costs or the costs of <br />any other services not specifically set forth herein. <br /> <br />6. Remedies. <br /> <br />6.1 If Thomson Elite is unable, after repeated efforts, to <br />remedy a Problem by correction or replacement of software or a <br />combination thereof, or if Thomson Elite otherwise materially breaches this <br />Maintenance Addendum or the Agreement with respect to Maintenance <br />Services and fails to correct such breach within thirty (30) days of written <br />notice thereof, Customer may terminate Maintenance Services and receive <br />a pro rata refund of the prepaid Annual Maintenance Charge for the then <br />current term. <br /> <br />Page 16 of 17 <br />