(I) SOFTWARE MAINTENANCE TERMS The terms and conditions contained in this section shall apply to the provision of support services or maintenance services. Capitalized terms used in this Software Maintenance Agreement shall have the respective meaning as in the Minimum License Terms (the "Agreement"), unless the context requires otherwise. 1. MAINTENANCE AND SUPPORT SERVICES eperi shall provide to the Customer, on the terms as specified in and in accordance with the Minimum License Terms (including all obligations relating to services in this agreement), maintenance services and any support modifications necessary to ensure the maintained Software performs in accordance with the specifications. 2. WARRANTIES eperi warrants the Work Results and support modifications for a period of twenty-four [24] months following the acceptance (the "Warranty Period"). Defects or faults occurring during the Warranty Period may be notified at any time by the Customer during the Warranty Period and eperi shall remedy such defects or faults at no additional cost unless otherwise agreed. 3. INTELLECTUAL PROPERTY All service reports, error logs and any Documentation prepared by eperi pursuant to or in the course of providing the support services (“Work Results”) shall be deemed work products as defined in this agreement. 4. TERMINATION 4.1 The Customer may terminate support services in accordance with the provisions of the relevant Purchase Schedule (Schedule A). In no case a termination of the support services is possible without a termination of the supported license. 4.2 For the avoidance of doubt, where the supported Software and the support services are provided by eperi pursuant to the same Purchase Schedule (Schedule A), a termination of one component without terminating the other component is in no case permitted. (II) SOFTWARE MAINTENANCE AND SUPPORT SERVICES 1. SCOPE OF MAINTENANCE AND SUPPORT 1.1 SUPPORTED SOFTWARE Support services are provided in respect of the following Software: eperi Gateway Actual Version 1.2 LOCATION The Support services shall be provided to the following Customer locations: Remote 1.3 MAINTENANCE Maintenance services mean the rectification of Defects of the Software product, remote and on-site service and hotline services each as described in more detail in Section 4. 2. DEFECTS AND INTERRUPTIONS 2.1 Any Defects (as defined in Clause 2.2 below) and interruptions shall be reported using the Support details in Clause 3 of this Agreement. 2.2 For the purpose of this Agreement, “Defect” means: a) Any failure on the part of the Software to comply with its relevant specifications or otherwise with the requirements of the Purchase Schedule (Schedule A), including in relation to the Software any algorithm, routine, sub-routine or other coded instruction and/or function contained in the Software which is liable to cause any unintended effect with the operation of the Software or any processor with which the Software is intended to be used, including: i) a failure to meet the requirements of the Documentation or the Statement of Work; ii) a slowing down in terms of response times compared to any response times for the Software in the Documentation or to stop at times when stoppage is not contemplated by the Documentation or to fail to meet any data processing volume requirements for the Software set out in the Documentation; iii) the production of unintelligible, misleading or incorrect output screens, processors, storage media or other peripheral equipment; iv) an adverse effect in the operation of the relevant processor, any other software or any other equipment (unless the existence of the other equipment or software could not reasonably have been foreseen by eperi); and v) the production of incorrect results when instructed to perform logical operations of the kind described in or contemplated by the Documentation, vi) communications circuit breakdowns under the responsibility of eperi. b) in relation to any Documentation, any statement or instruction which if acted upon would cause the Software, in the opinion of the Customer, to be used or to perform other than in accordance with the requirements set out in the Documentation. 2.3 eperi may choose any such way and method of rectification it deems appropriate, taking into account the reasonable interests of the Customer, including i. a. the provision of Updates, Upgrades and new releases. 3. SUPPORT HOURS AND CONTACTS 3.1 HOURS OF SUPPORT eperi shall provide support 8 hours per day, 5 days in a week (Monday to Friday) throughout the year, (09:00 - 17:00 CET) excluding German federal and Hessian public holidays. 3.2 SUPPORT DESK To be used as the initial point of contact for all day to day queries and fault reporting including questions on possible data errors. Support Email: support@eperi.de *only included in Premium Support The Support team is responsible for: i) Ongoing service related issues ii) Coordinating and communicating procedures for service enhancements including Upgrades iii) Deployment of bug fixes iv) Escalation tracking The Support Desk provides a coordinated response to the Customer and is responsible for liaising with other departments at eperi to resolve any of the above types of enquiry. The Support team is not responsible for: i) Service set up ii) Implementation issues iii) Defects according to Customer specific system environment and missing product functions that are not defined in the eperi product documentation/specification. 3.2 ADDITIONAL CONTACTS Additional contact details are provided in the Purchase Schedule. The Project Coordination & Support to be contacted for all commercial and contractual matters as well as to review and to progress all future business requirements. The Account Manager should be used as a further escalation point from Support. As and when appropriate, any of the above functions shall call upon specialists within eperi to assist with query resolution or to act as advisors on specific projects or requested service enhancements. 4. SUPPORT SERVICES 4.1 TELEPHONE HELPDESK. Telephone support in the form of consultation on the operation and utilization of the Software and advice on the resolution of Defects. Reported Defects may be classified by eperi as Blocker, Major or Minor. Blocker shall mean any Defect of the Software resulting in a complete breakdown of the Software or essential parts thereof rendering the Software entirely or merely entirely unusable and which affects the operation of the business to an extent requiring immediate rectification of the Defect. Major shall mean any Defect of the Software affecting the Software to an extent preventing their normal use or allowing use thereof only with unreasonable efforts. Several concurrent Major Defects may lead to a Blocker. Minor shall mean any Defect of the Software affecting only marginally the Software’s operability and/or functionality. Several concurrent Minor Defects may lead to Major Defects. If not so classified, eperi shall treat the Defect as Major. eperi may on notice to the Customer amend its classification of the Defects at any time. 4.2 REMOTE DIAGNOSTICS If requested by the Customer, eperi will provide remote diagnostic support as appropriate to resolve any Defect, and in accordance with the Customer remote access policy [Remote support is subject to approval by Customer IT Security staff.] 4.3 ON-SITE SUPPORT eperi may provide such telephone helpdesk and remote diagnostic services at its offices; however, if no resolution to the Customer´s satisfaction can be made to correct Defects from eperi´s facilities, then upon request by the Customer, eperi will make such correction on-site at an appropriate Customer office. 4.4 UPDATES AND UPGRADES a) eperi shall promptly provide the Customer with all Updates and Upgrades which: i) eperi incorporates into and makes a part of the Software and does not separately price or market; ii) are reasonably necessary to ensure that the Software remains compatible with all improved or upgraded versions of the supported operating environment. Update shall mean any software that replaces and/or supplements parts of the Software and is intended to rectify Defects of the Software and/or improve its performance. Upgrade shall mean any software that replaces and/or supplements parts of the Software and is intended to rectify Defects of the Software, improve its performance, adopt changes of statutory provisions relevant for the Software and/or increase the Software’s functionality. b) Together with each Upgrade, eperi shall provide adequate documentation or instructions containing an explanation of the purpose of any Upgrade, details of the effect of the Upgrade on the Software and instructions on the use of the Upgrade. eperi shall ensure that any Upgrade does not remove existing functionality from the then current version of the Software defined in the Documentation. c) The Customer shall be under no obligation to implement any such Upgrade, provided that eperi´s obligation to provide the telephone helpdesk, remote diagnostics and on-site support services shall cease where the Customer is [one or more major versions, two or more minor versions or one year, whichever is the longer time period,] behind eperi´s most current release. d) Implementation of Upgrades. Upon request from the Customer, eperi shall implement any Upgrades to the Software. All costs for such requested implementation and upgrade support are in accordance with the project tariff and must be ordered separately. e) Upon general availability of the Upgrade, the Upgrade shall form part of the Software for the purposes of this Agreement and the licensing provisions applicable to the Software under this Agreement shall apply in full to such Upgrade. f) In the case that the Customer denies to install an important Update or Upgrade (according to the classification from eperi), the Customer is solely responsible for the damage that may occur because of the missing update. 4.5 ATTENDANCE DURING CRITICAL PROCESSING Upon request from the Customer from time to time eperi shall ensure suitably qualified and experienced personnel attend at the Customer for support during critical processing times.