2882 Sand Hill Road, Suite 240, Menlo Park, CA 94025

LICENSE AGREEMENT

This License Agreement (and any exhibits or orders attached hereto) is a legal contract between the entity identified in the signature block below (the “Customer”) and Maana Inc. d/b/a WellLine and its affiliates (collectively, “WellLine”) by which WellLine grants Customer rights to use the WellLine Technology.  WellLine and Customer are each a “Party” and also collectively referred to as the “Parties”.  By executing this Agreement (or an order form that references and expressly incorporates this Agreement), you agree to the terms of this Agreement and any other documents referenced herein.  Capitalized terms not otherwise defined have the meanings set forth in Section 12.

FOR INTERNAL OFFICE USE ONLY:
EFFECTIVE DATE OF THIS AGREEMENT:				Contract #
CUSTOMER INFORMATION:
Company Name: Address: Phone: Email address: URL:			Principal Contact Person: Phone: Email address:
INITIAL ORDER:
Subscription Term: One (1) year with automatic one (1) year renewals			Activation Date: [_________]		Offer: Expires on
Choose Hosting:	☐ Installed On Premise by Customer	☐ Microsoft Azure Environment Managed by Customer
Number of Well Bores		Fees (Total Fees):

EXECUTION BY THE PARTIES:
By signing below, each Party signifies its intent to be legally bound by the provisions of this Agreement.
ON BEHALF OF:  [CUSTOMER NAME] By (Signature):          Name (Printed):        Title:	ON BEHALF OF:  Maana Inc dba WellLine. By (Signature):          Name (Printed):        Title:

Terms of Agreement

1. ORDERING AND PURCHASES. 

Access to services and products provided by WellLine shall be made only against written Orders accepted by WellLine. This Agreement contemplates the execution by the Parties of one or more Orders. With respect to an Order, the terms “WellLine” and “Customer” as used in this Agreement will be deemed to refer to the entities that execute that Order, the Order will be considered a two party agreement between such entities, and WellLine will separately invoice the Customer named in the Order for the associated license fees. Neither execution of this Agreement, nor anything contained herein, shall obligate either Party to enter into any Orders.  Affiliates of Customer may execute Orders hereunder provided that (i) each Affiliate that signs an Order referencing this Agreement shall be considered “Customer” as such term is used herein and such Affiliate is solely responsible for its obligations under this Agreement and the applicable Order. Customer agrees it will be responsible for all obligations under this Agreement by any Affiliate that executes an Order and any breach by such Affiliate shall be deemed a breach of this Agreement by Customer.

2. ACCESS, LICENSE AND USE.

2.1.  License and Access.  Subject to the terms and conditions contained in this Agreement and subject to the hosting chosen by Customer in the applicable Order, WellLine hereby grants to Customer, during the Subscription Term, either (the “License”):

(i) a license to install one copy of the WellLine Software within an Authorized System; and to permit Authorized Users to access and use the features and functionalities of the Software, solely in accordance with the Documentation, and solely for Permitted Purposes:

or, in the alternative,

(ii) a license to install one copy of the WellLine Software within a Microsoft Azure environment, managed by Customer, that meets WellLine’s requirements set forth in the Documentation, solely for use by Authorized Users, for Permitted Purposes, in accordance with the Documentation, in accordance with the terms and conditions herein.  

The License to the Software is non-exclusive, non-assignable, non-transferable, may not be sublicensed in whole or in part, and remains effective only during the Subscription Term.  Customer acknowledges and agrees that any act or omission of its Authorized Users in connection with use of the Software, which act or omission would constitute a breach of this Agreement if undertaken by Customer, shall be considered a material breach by Customer hereunder.   The scope of these rights are defined by the terms and conditions of this Agreement.

2.2.  Documentation License.  Subject to the terms and conditions contained in this Agreement, WellLine hereby grants to Customer a non-exclusive, non-transferable right and license to use and to make copies of the Documentation during the Subscription Term for Customer’s internal Permitted Purposes in connection with its use of the Software as contemplated herein. Customer acknowledges that the Documentation is WellLine’s Confidential Information. Customer agrees to ensure that all proprietary notices placed on the original copies, like copyright, trademark, and confidentiality notices, are also included in the same manner on all copies.  Copies of the Documentation may not be distributed to persons who are not Customer’s Authorized Users.  This license may not be sublicensed, in whole or in part.  The scope of this license is defined by the terms and conditions of this Agreement.

2.4.   Software Support.  Subject to Customer’s payment obligations, WellLine will use commercially reasonable efforts to provide Customer with technical support and updates for the Software in accordance with its regular business practices. Customer agrees that WellLine may charge in accordance with its then current policies for any support service resulting from problems, errors or inquiries related to the Customer Data or Customer System.

2.5.  Professional Services.  Customer may purchase additional Professional Services pursuant to a separate Professional Services Agreement (with its related Statements of Work) that has been mutually negotiated, agreed and separately executed by the Parties. Customer agrees and understands that absent such separate Professional Services Agreement, WellLine has no obligation to perform any such services. 

3.   CUSTOMER RESPONSIBILITIES AND RESTRICTIONS.

Customer shall comply with all applicable laws in using the WellLine Technology. In the event that Customer installs the WellLine Software within Microsoft Azure, it shall comply with all terms applicable to its use and access to the Microsoft Azure environment.  Customer and its Authorized Users shall not directly or indirectly (i) modify, copy or create derivative works based on the WellLine Technology (except as expressly permitted herein) or use any of WellLine’s Confidential Information to create any service, software or documentation that performs substantially the same functionality as the WellLine Technology; (ii) create Internet “links” to or reproduce any content forming part of the WellLine Technology, other than for its own internal business purposes; (iii) disassemble, reverse engineer, decompile or use any other means to attempt to gain unauthorized access to, or attempt to discover any source code, algorithms or trade secrets underlying the WellLine Technology or any part thereof, or access it in order to copy any ideas, features, content, functions or graphics of the WellLine Technology (except and only to the extent these restrictions are expressly prohibited by applicable statutory law); (iv) use any components provided with the Software separately from such Software; (v) encumber, sublicense, transfer, distribute, rent, lease, time-share or use the WellLine Technology in any service bureau arrangement or otherwise for the benefit of any third party not part of this Agreement; or (vi) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns in connection with Customer’s use of the WellLine Technology in violation of any export control or other laws and regulations of the United States of America or any other relevant jurisdiction.

4. PRICING AND PAYMENTS.  In consideration for the License(s) granted herein, Customer agrees to pay certain fees (the “Fees”) at its then-current rates or as otherwise set forth in the Order completed by Customer.  All such amounts shall be due and payable within thirty (30) days of the date of an applicable invoice for such amounts.  Payments shall be made in US dollars in full.  All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Customer agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon WellLine’s net income.  All amounts payable by Customer hereunder, including all Fees, shall be grossed-up for any withholding taxes imposed by any foreign government on Customer’s payment of such amounts to WellLine.

5. CONFIDENTIALITY

5.1. Definition.  “Confidential Information” means all non-public information disclosed by a Party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data. WellLine Confidential Information includes the WellLine Technology. The Confidential Information of each Party includes the terms and conditions of this Agreement and all Orders (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to the Discloser, or (iv) was independently developed by the Recipient.

5.2. Protection of Confidential Information.  The Recipient will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Discloser in writing, to limit access to Confidential Information of the Discloser to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Recipient containing protections no less stringent than those herein. Neither Party will disclose the terms of this Agreement or any Order to any third party other than its Affiliates, legal counsel and accountants without the other Party’s prior written consent, provided that a Party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 5.2.

5.3. Compelled Disclosure.  The Recipient may disclose Confidential Information of the Discloser to the extent compelled by law to do so, provided the Recipient gives the Discloser prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser's cost, if the Discloser wishes to contest the disclosure. If the Recipient is compelled by law to disclose the Discloser’s Confidential Information as part of a civil proceeding to which the Discloser is a party, and the Discloser is not contesting the disclosure, the Discloser will reimburse the Recipient for its reasonable cost of compiling and providing secure access to that Confidential Information.

6. PROPRIETARY RIGHTS.

As between WellLine and Customer, WellLine, its affiliates and/or licensors retain all right, title and interest to the WellLine Technology, its trademarks and service marks, and all other related software, applications, programming, documentation, templates, questionnaires, methodologies, models, charts, specifications, reports, ideas, concepts, inventions, systems, interfaces, tools, utilities, forms, report formats, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used by WellLine in providing the Software and any other intellectual property or items used to deliver the Software or made available to Customer as a result of this Agreement (collectively, “WellLine Technology”). The WellLine Technology is protected by applicable intellectual property laws and rights, including rights deriving from copyright, trade secret, patents, trademarks and related industrial property. Customer’s access and use of the WellLine Technology and any related materials shall be governed by the terms of this Agreement. There are no licenses granted by implication in this Agreement and WellLine reserves and retains any rights not expressly granted to Customer.  As between WellLine and Customer, Customer owns all rights, title and interest in and to Customer Data.  In the event Customer (or its Authorized Users) provides WellLine with any suggestions, enhancement requests, recommendations or other feedback relating to the WellLine Technology (“Feedback”), Customer hereby grants WellLine a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate such Feedback into any WellLine products or services, provided it does not include any of Customer’s Confidential Information.

7. WARRANTIES AND DISCLAIMERS.

7.1. Customer Data.  Customer represents and warrants that it owns all rights, title and interest, or possesses sufficient license rights, in and to the Customer Data as may be necessary to permit the use contemplated under this Agreement.  Customer bears all responsibility and liability for the accuracy, security and completeness of the Customer Data and WellLine’s access, possession and use as permitted herein.  WellLine shall have no responsibility for the security of any Customer Data used, uploaded or otherwise maintained by Customer in connection with Customer’s use of the WellLine Technology. 

7.2.  Disclaimers.  THE WELLLINE TECHNOLOGY IS PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND.  WITHOUT LIMITING THE FOREGOING, WELLLINE (FOR ITSELF AND ITS SUPPLIERS)  MAKES NO WARRANTY (I) THAT THE WELLLINE TECHNOLOGY WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE OR BUG-FREE, (II) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE, OR (III) THAT ANY ERRORS IN THE WELLLINE TECHNOLOGY CAN OR WILL BE CORRECTED.  WELLLINE HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

7.3.  Limitations.  WellLine will not be liable for any failures or any other problems which are related to (a) the Customer Data or Customer Systems, or (b) any satellite, telecommunications, network or other equipment or service outside of WellLine’ facilities or control.

8.  INDEMNIFICATION

8.1.  Indemnity by WellLine.  WellLine agrees to indemnify and hold harmless Customer against all resulting losses, liabilities, costs and expenses attributable to or arising from (a) any claim arising out of WellLine’s gross negligence or willful misconduct; and/or (b) any claim by a third party that the WellLine Technology (or any part thereof) infringes the intellectual property rights of any third party.

8.2. Indemnity by Customer.  Customer agrees to indemnify and hold harmless WellLine against all resulting losses, liabilities, costs and expenses attributable to or arising from (a) any claim arising out of Customer’s gross negligence or willful misconduct; and/or (b) any third party claims arising out of (i) any actual or alleged breach of Section 7.1; (ii) Customer’s unauthorized use of the WellLine Technology; and (iii) any actual or alleged violation by Customer of the intellectual property rights of any third party.

8.3.  Proceedings.  The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement.  The indemnified party shall also provide the indemnifying party with reasonable cooperation and assistance in defending such claim (at the indemnifying party’s cost).  The indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without obtaining the indemnified party’s prior written consent of the settlement, such consent not to be unreasonably withheld.

8.4.  Mitigation.  If the WellLine Technology (or any part thereof) becomes or, in WellLine’s opinion, is likely to become the subject of any claim of infringement or an injunction preventing its use as contemplated herein, WellLine may, at its option (a) obtain for Customer the right to continue using the WellLine Technology, or (b) replace or modify the WellLine Technology so that it becomes non-infringing without substantially compromising its principal functions.  If (a) and (b) are not reasonably available to WellLine, then it may terminate this Agreement upon written notice to Customer and refund to Customer any prepaid Fees, pro-rated for the remainder of the prepaid period. Section 8.1 shall not apply if the alleged infringement arises, in whole or in part, from (i) unauthorized modification of any of the WellLine Technology by Customer, (ii) combination, operation or use of any of the WellLine Technology with other software, hardware or technology not provided or authorized by WellLine, (iii) use of a superseded or altered release of any of the WellLine Technology, if such infringement would have been avoided by the use of a then-current release, as applicable, and if such then-current release has been made available to Customer, (iv) any Customer Data, or (v) any third party products.

8.5.  Exclusive Remedy.  This section contains each Party's exclusive remedies and the indemnifying party's sole liability for infringement claims.

9.  LIMITATION OF LIABILITY 

IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY  INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE OR FOR BREACHES OF SECTION 3, IN NO EVENT SHALL WELLLINE OR CUSTOMER BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID OR OWED TO WELLLINE HEREUNDER DURING THE PRECEDING TWELVE (12) MONTH PERIOD.  THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

10. TERM AND TERMINATION

10.1.  Term.  This Agreement shall commence on the Effective Date set forth in the cover page of this Agreement and shall continue in effect for as long as Customer’s authorized use of the WellLine Technology continues, as set forth in Customer’s Order (the “Subscription Term”).  The Subscription Terms renews automatically as set forth in the Order unless a party notifies the other of its intention not to renew sixty (60) days before the expiration of the then-current-term.

10.2. Termination.  This Agreement may be earlier terminated by either Party (i) if the other Party breaches a provision of this Agreement and fails to cure such breach within thirty (30) days (ten (10) days in the case of non-payment) after receiving written notice of such breach from the non-breaching Party, or (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.3. Effects of Termination.  Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the Parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of this Agreement shall survive, and (b) upon termination of this Agreement, all rights and licenses granted herein will terminate and Customer will make no further use of the WellLine Technology. Upon termination, each Party shall delete any of the other Party’s Confidential Information still in their possession from computer storage or any other media including, but not limited to, online and off-line libraries; and each Party shall return to the other Party or, at the other Party’s option, destroy, all physical copies of any the other Party’s Confidential Information. The provisions titled Definitions, Confidentiality, Proprietary Rights, Warranties and Disclaimers, Indemnification, Limitation of Liability, Effects of Termination, and General Provisions shall survive any termination or expiration of this Agreement.

11. GENERAL PROVISIONS

11.1.  Independent Contractors.  The parties shall be independent contractors under this Agreement, and nothing herein will constitute either Party as the employer, employee, agent or representative of the other, or both Parties as joint ventures or partners for any purpose.

11.2.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  Except that WellLine may seek equitable or similar relief from any court of competent jurisdiction to prevent or restrain any breach or threatened breach of this Agreement by Customer, exclusive jurisdiction and venue for actions related to this Agreement or Customer’s use of the Software will be the state and federal courts located in the State of California having jurisdiction over WellLine’ offices, and both parties consent to the jurisdiction of such courts with respect to any such actions.  In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

11.3.  Force Majeure.  In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.

11.4.  Notices.  Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party, which, in the case of Customer, shall be the address provided to WellLine in the Order upon signing up for the Software, and, in the case of WellLine, shall be 555 Bryant St. #551, Palo Alto, CA 94031 or, if different, the address set forth in the contact section of WellLine’ website, or at such other address for either party as is designated in a subsequent notice.  All notices shall be in English, effective upon receipt.

11.5.  Assignment.  This Agreement shall be binding upon and for the benefit of WellLine, Customer and their permitted successors and assigns. Either Party may assign this Agreement to its Affiliates and as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets or business to which this Agreement relates.  Except as expressly stated in this Agreement, neither Party may otherwise assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. 

11.6. Entire Agreement.  This Agreement (which includes any Order completed by Customer) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. No waiver, consent or modification of this Agreement shall bind WellLine or Customer unless in writing and signed by the Party against which enforcement is sought.  This Agreement may be modified solely upon the written agreement of both Customer and WellLine.  The failure of either Party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, 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.

12. DEFINITIONS.

“Affiliate” means any corporation, partnership, joint venture, joint stock company, limited liability company, trust, estate, association, or other entity the existence of which is recognized by any governmental authority, (collectively an “Entity”) that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with Customer or any Entity in which Customer has any direct or indirect ownership interest, whether controlling or not, of at least 50%, at any time during the term of this Agreement.  For purposes of this definition the term “controls”, “is controlled by” or “under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

“Authorized Systems” means, collectively, computer server(s) using a single central processing unit, regardless of the number of cores, and using a single instantiation of an operating system, that are either in Customer’s custody or are operated by Customer (or its agents and contractors on Customer’s behalf) under Customer’s supervision and control, upon which a single instantiation of WellLine Software may be installed and operated consistent with the Documentation.

“Authorized User” means any individual authorized, by virtue of such individual’s relationship to, or permissions from, Customer, to access the Software pursuant to Customer’s rights under this Agreement.

“Customer Data” means all the data, content and/or information provided, uploaded and/or posted by Customer during and in connection with its authorized use of the Software, or transmitted to or shared with other users. 

“Documentation” means the standard manuals, tutorials, reference materials and similar materials, whether in print or electronic format, ordinarily provided by WellLine to customers that describe the functionality of WellLine products and services, and that provides general instructions regarding how to use them.

“Order” means the document through which Customer orders and purchases WellLine products and services under this Agreement. Orders hereunder must reference this Agreement and are incorporated by reference upon execution (i.e. signature) of both parties. In the event of any conflict between this Agreement and any Order, the terms and conditions of this Agreement shall control.  No pre-printed or boilerplate terms of any purchase order issued by Customer to WellLine shall have any binding effect against WellLine.  WellLine may refuse to accept any Order, in its sole discretion.

“Permitted Purposes” means that the use of the WellLine IP is limited to use for operation of Customer’s own internal business purposes or for the benefit of, or in relation to, Customer’s business.

“Personal Data” means any information relating to an identified or identifiable individual; an identifiable individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, identification number, location data, online identifiers or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that individual.

“Professional Services” means additional and separate service(s) not included in this Agreement, and that are geared towards special requirements of clients, such as configuration, implementation or adaptation of functionalities to the Software, and the like. Professional Services are provided by WellLine on a time and materials basis under the terms of a separate Professional Services agreement. 

“Software” refers to WellLine’s proprietary software solution, in object code only, that is marketed and made available under the brand WellLine^TM, and any updates or upgrades to the same, which features are offered to and accessed by Customer either as installable software, as contracted under an Order.

“Subscription Term” has the meaning set forth in Section 10.1

“WellLine Technology” means the Software, the Documentation, and any and all intellectual property provided to or accessed by Customer in connection with this Agreement.

[End of Terms]

SCHEDULE A

SUPPORT TERMS

This Schedule A describe the support and maintenance terms (“Support Services”) applicable to the products and services provided by WellLine to Customer pursuant to the Cloud Services and License Agreement between the parties (the “Agreement”). 

1. SUPPORT AND MAINTENANCE.  WellLine shall make the following Support and Maintenance available to Customer during the Subscription Term. 

A.     Defined Terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

“Incident” means any Defect or other problem with the current version of the Software on Customer’s cloud or servers (and not individual laptops or desktop computers).  Feature enhancements do not qualify as Incidents.

“Response Times” means the elapsed time from WellLine’s receipt of a properly documented Support Request for an Incident from an Authorized Support Contact to WellLine’s assignment of an appropriately qualified engineer to work on the Incident.

“Support Request” means the complete report of any Incident and request for technical support in accordance with these Support Services.

“Updates” means new versions of the WellLine Software that contain minor enhancements, maintenance releases, bug fixes, error corrections, interface changes and comparable corrections and modifications, but not containing major enhancements or significant new functionality, as determined in WellLine’s discretion, and localizations and translations of such new versions.

“Upgrades” means new versions of the WellLine Software that contain major enhancements and significant new functionality, and localizations and translations of such new versions, as determined in WellLine’s discretion.

B.  Updates and Upgrades.  WellLine shall make available to Customer all Updates and Upgrades that WellLine makes generally available to its customers.  WellLine will notify Customer from time to time as Updates and Upgrades become available.  Such Updates and Upgrades are “Software” as that term is used in the Agreement.  Customer, with the installation guidance of WellLine, and subject to any separate arrangement between the parties, shall be responsible for installing the Updates and Upgrades on its servers, including the cost of installing such Updates and Upgrades, scheduling the installation of such Updates and Upgrades and providing the personnel to perform the installation.  WellLine makes no representation or warranty that there will be any particular number of Updates and Upgrades during the Subscription Term.

C.     Technical Support. WellLine shall provide the following technical support for diagnosing and troubleshooting Incidents (as defined below) involving the WellLine Software.  After receiving each Support Request, WellLine will provide Customer with a recommended course of action which could include (i) proceeding in good faith in an attempt to resolve the Incident with Customer’s cooperation, or (ii) recommending that Customer seek professional services from WellLine or other parties for the Incident due to the fact that it is outside the scope of WellLine’s technical support services.  Customer acknowledges and agrees that technical support related to the Development License will be provided to Customer’s developer personnel and technical support related to the production license will be provided to Customer’s IT‑personnel, designated system administrators, Customer Developer personnel and Customer Help Desk. 

D. General. Support Requests shall be reported to WellLine by email only at support@wellline.com. Support is generally provided by WellLine during its regular business hours only (8AM to 6PM PST), excluding holidays observed by WellLine.

E. Production License Time Response.  The following initial Response Times shall apply in the case of Software in production:

Incident Severity	Incident Severity Guidelines	Initial Acknowledgment
1	Critical business impact/Software is down: WellLine Software is inoperable or critical interface has failed. This indicates an inability to access the Software resulting in a critical impact on operations. This condition requires an immediate solution.	Within 2 business hours
2	Significant business impact: A WellLine Software feature or function is severely restricted in its use and users in jeopardy of missing business deadlines.	Within 5 business hours
3	Minor business impact: Indicates WellLine Software functionality is usable and it is not a critical impact on operations.	Within 2 business days
4	Minimal business impact: An inquiry or non-technical request	Within 3 business days

F. Authorized Support Contacts.  For purposes of these Support Services, the term “Authorized Support Contact” will mean Customer developers, system administrators, IT‑personnel and helpdesk registered with WellLine’s technical support organization and authorized to submit Support Requests to, and work with, WellLine’s technical support personnel. The initial number of Authorized Support Contacts shall be three (3).

G. Determination of Severity Levels. Incident severity levels are used to define the impact that an Incident is having on Customer’s production and development operations. Customer should include its assessment of the severity level of the Incident in its initial Support Request related to the Incident so that WellLine will be able to perform an appropriate evaluation.  WellLine will assign the final severity level to the Incident based in part on Customer’s severity level assessment.

H. Limitations.  Technical Support is not appropriate in connection with and does not include (i) Customer’s failure to incorporate any Update or Upgrade within a reasonable time of written notice of such Update or Upgrade, (ii) unauthorized modifications, customizations, additions or extensions to or of the WellLine Software, (iii) feature enhancements or other circumstances where professional services will be more appropriate, (iv) situations where Customer has not otherwise complied with its obligations under the Agreement, (v) situations where the Incident is directly related to the WellLine Software being used in combination with any other software that it is not intended to be operated or be used with, or (vi) Incidents caused by Customer’s negligent use of the WellLine Software.  Customer is responsible for backing up its Customer Data and WellLine has no responsibility hereunder for making any backups of Customer’s Data in connection with providing any Technical Support to Customer.

I. General Terms and Conditions.  The following general terms and conditions apply to these Support Services.

(a)   Submission of Support Requests.  All Support Requests must be submitted via email by an Authorized Support Contact.  Customer is responsible for providing all reasonable information requested by WellLine when submitting a Support Request.

(b)   Customer Cooperation.  The Authorized Support Contacts agree to provide reasonable cooperation to WellLine to the extent necessary for WellLine to perform its Technical Support.  Such cooperation shall include providing WellLine reasonable access to the WellLine Software and Customer’s other personnel.

(c)   Availability of Authorized Contact. Customer must ensure that an Authorized Support Contact is available to help diagnose related problems in Customer’s network, servers, operating systems, databases and other related applications.  Furthermore, WellLine requires that Customer has reasonable support agreements in place for their production system’s underlying network products and providers, server hardware, operating system, databases and other running applications. WellLine Technical Support personnel working on Incidents may need to collaborate with Customer’s hardware, software and service vendors to isolate the exact cause of an Incident.

(d)   English Only. WellLine offers Technical Support in English only. WellLine may provide Technical Support in other languages but does not guarantee it.

(e)   Software Version. WellLine’s Technical Support obligations are expressly conditioned upon the installation and use by Customer of the most current version of the WellLine Software within a reasonable time of written notice of such release.

J.  Non-Performance by Customer.  The obligations of WellLine set forth in this Schedule A will be excused to the extent any failures to meet such obligations result in whole or in part from Customer’s or its users failure(s) to meet the foregoing obligations.