Master Services Agreement for Ability CCS ERP (Microsoft Commercial Marketplace Offer) This Master Services Agreement for Ability CCS ERP (“Agreement”) is entered into on [Month Day], 2022 (“Effective Date”) between Ability Commerce, Inc. (“AC”), a Florida Corporation with its principle office at 800 NW 17th Ave., Suite B, Delray Beach, FL 33445 and [CLIENT NAME] (“CLIENT”) with an office location at [CLIENT ADDRESS]. AC and CLIENT may be collectively referred herein as the “PARTIES”. The Agreement is associated with AC’s CCS ERP “Offer’ on the Microsoft Commercial Marketplace(s). • WHEREAS, AC markets and provides retail software and services; and • WHEREAS, AC has developed, owns and markets a direct commerce order management system software solution identified as Comprehensive Commerce Suite (“CCS”) along with optional Add-on Software products; and • WHEREAS, AC provides multiple CCS OMS deployment options for CLIENT selection including “HOSTED BY ABILITY” and “ON-PREMISE” as further described in this Agreement; and • WHEREAS, AC desires to convey, and CLIENT desires to receive, certain limited rights in CCS pursuant to the terms and conditions contained in this Agreement; and • WHEREAS, AC desires to convey, and CLIENT desires to receive, hosting services for CCS pursuant to the terms and conditions contained in this Agreement; and NOW THEREFORE, AC and CLIENT agree as follows: 1. Definitions A. “Software” means, with respect to the applicable terms and conditions stated within this Agreement, AC’S CCS ERP software product. B. “CCS” means AC’s direct commerce Enterprise Resource Planning “ERP” (also referred to as “Order Management System “OMS”) software solution as described in a document by AC called “Ability CCS Help Documentation”, as well as any archival copies, permitted by this Agreement, corresponding documentation, and/or any additions, changes or modifications of such computer programs. C. “HOSTED BY ABILITY” deployment means hosted by AC, whereby AC provides and is responsible for the operational network, server and storage infrastructure for software, as described in EXHIBIT B. D. “ON-PREMISE” deployment means hosted by CLIENT, whereby CLIENT is responsible for Server acquisition and configuration as described in a document to be provided by AC called “Ability CCS Server Requirements”; Servers reside at the CLIENT location (or its third party hosting partner location); and CLIENT is also responsible for deployment as described in document to be provided by AC called “CCS Standard Deployment Configuration”. AC can review these documents with CLIENT. E. “License” means the software products owned or licensed by AC to which AC grants CLIENT access. CCS is licensed on a limited use based on the number of Named User licenses purchased and authorized in CCS through Named User Activation. F. “Install” means placing the Software on a computer hard disk, CD-ROM or other secondary storage device. G. “Use” means (i) executing or loading the Software into computer RAM or other primary memory, or (ii) copying the Software for archival or emergency restart purposes. H. “Server” means the computer where the central application resides. I. “Client Sessions” means any interaction between the software installed on any individual workstations or on any remote terminal sessions used to connect to the server. J. “Misuse of the Software” means using or attempting to use the software in a way other than its intended or documented use. This covers the (i) unintentional or (ii) malicious misuse of the software. K. “Written Notice” refers to a signed document relaying intent that is created by either AC or CLIENT and delivered to the other party. Acceptable forms of include fax, email, and mail. 2. GENERAL TERMS AC grants to CLIENT a non-exclusive license to use its Software, as of the Effective Date, with a limited number of named active user Client Sessions (“User Licenses”) utilized by CLIENT (the “License”). The initial number of User Licenses is listed in EXHIBIT 1: QUOTE SHEET. Title to the Software will remain vested in AC, and nothing in this Agreement will give or convey any right, title or interest therein of Software to CLIENT except as a CLIENT under the terms of this Agreement. See “EXHIBIT A” for any additional terms of this Agreement Any changes to the Software requested by CLIENT outside the scope of this Agreement shall be considered customizations and will be charged to CLIENT in accordance with a statement of work AC will provide to CLIENT detailing the cost and details of the request. 3. WARRANTY OF TITLE AND COMPLIANCE WITH LAWS AC warrants that it is the lawful owner of the Software and it has the authority to grant the License specified herein. Compliance with Laws Each Party represents and warrants that it is and shall remain in compliance with all applicable federal, state and local laws, rules and regulations applicable to such Party. That AC has the authority to enter into the Agreement and that it is the valid and binding obligation of AC to provide the Services and Software in compliance with all applicable laws, rules and regulations that AC will perform the Services in a workmanlike manner and in accordance with all applicable industry standards. 4. IMPLEMENTATION, MAINTENANCE AND SUPPORT AC’s obligations with respect to implementation, maintenance and support, including upgrades, if any, are set forth as follows: • AC will implement its Software for CLIENT as further described in “EXHIBIT C” of this Agreement • AC will provide Software maintenance and support as described in “EXHIBIT D” of this Agreement 5. HOSTING 0 CCS Hosting: Box on left when checked indicates CLIENT requests that CCS Software be hosted by AC (i.e. HOSTED BY ABILITY deployment). An unchecked box on left means that AC is not providing CCS hosting services for CLIENT. If Software is hosted by AC, then AC will configure, maintain and support the applicable Server environments as set forth in EXHIBIT B. AC’s obligations with respect to hosting, if any, are set forth as follows: • AC will host its Software for CLIENT as further described in “EXHIBIT B” of this Agreement. 6. SSL CERTIFICATE CLIENT is responsible for providing a SSL certificate to AC. 7. FEES & PAYMENT TERMS 7.1 Fees: In consideration of the use of Software along with the Hosting services (if applicable), CLIENT will pay AC all fees due according to the prices and terms set is EXHIBIT 1: QUOTE SHEET of this Agreement. Any additional work requested by CLIENT not covered by this Agreement is billable. No additional work can be completed without CLIENT’s written consent. 7.2 Invoicing and Payment: At contract execution, AC will invoice CLIENT on a monthly basis for subscription fees related to the use of the purchased solutions. Terms are net 30 days. If a payment is returned or rejected by AC’s bank, or incurs additional costs for AC (e.g., bank fees) for any reason, then CLIENT shall pay a service fee of $50 and reimburse all such fees and costs incurred by AC, and CLIENT shall be immediately deemed to be in default of this Agreement. Accounts not paid in full 90 days after AC submits its invoice may have their service interrupted or terminated, but any interruption does not relieve CLIENT from the obligation to pay all fees due to AC, including the monthly account charge. Accounts and all amounts in default are subject to a late payment charge of 2% per month, or the maximum amount permitted by law, whichever is less, until fully paid. If CLIENT defaults, CLIENT agrees to pay AC its reasonable expenses, including attorney and collection agency fees incurred in enforcing its rights. Failure to pay due to good faith dispute is not considered default as long as CLIENT pays with fifteen (15) days of dispute resolution assuming an amount due is agreed upon by both parties. Company will notify AC of invoiced amounts disputed in good faith in a writing delivered to AC within thirty (30) days after the date that AC delivers the respective invoice with respect to the payment of such amounts (“Disputed Amounts”). Upon receipt of a notice of dispute, the Parties will make reasonable, diligent, good faith efforts to quickly resolve the dispute. CLIENT shall not be required to pay Disputed Amounts until such dispute is resolved. Once the dispute is fully resolved, the agreed-upon amounts shall be paid (or refunded, as applicable) within ten (10) days following such resolution; however each party shall not be required to remit such amount prior to the originally scheduled due date of the applicable invoice. 7.3 CLIENT Initiated Implementation Project Restart Notification and Fees: In the event CLIENT requires a change in the Go-Live date agreed to previously by both PARTIES, CLIENT shall notify AC in writing the change request along with new requested target Go-Live date for AC consideration and approval and may be subject to the following: A. Project restart fee of 5% of the total one-time fees (Implementation and Customization Fees) as stated in EXHIBIT 1: QUOTE SHEET; B. Fulfillment of obligation to pay Implementation and Customization service milestone payments as stated in EXHIBIT 1: QUOTE SHEET. 7.4 On-site CCS Go-Live Assistance from AC is an option, quotable with a separate AC Statement of Work for CLIENT consideration. Travel and all related expenses shall apply per Appendix A – Travel, Lodging and Expense Policy and when applicable Appendix B – Weekend, On-Call, and Excessive Work Week Policy. 7.5 Fees for Client Delays/Missing Deadlines for Implementation Tasks: In the event delays in Implementation are due to CLIENT missing Implementation deadlines for providing required information/approvals or failure to perform tasks associated with Implementation, hourly Implementation charges will apply. 7.6 Taxes: All fees charged by AC are exclusive of all taxes. The CLIENT must pay any sales tax that applies. 7.7 Travel: CLIENT will pay for any travel expenses, including time and material, required by AC. 8. LIMITATIONS ON USE A. CLIENT agrees that it will not directly or indirectly use the Software for the benefit of anyone other than CLIENT, and only pursuant to the scope of this Agreement. B. CLIENT will not decode, alter, decompile, reverse engineer, sublicense, rent, lease, perform reverse analysis on, disassemble or make any attempt to discover the Software’s source code. 9. LIMITATIONS ON TRANSFER This License is assigned to the CLIENT and may not be conveyed in any way without the prior written consent of AC. Any purported sale, assignment, transfer or sublicense without such consent will be null and void ab initio, and will automatically terminate this Agreement. 10. CLIENT COMPLIANCE WITH AC SUPPORTED PAYMENT PROCESSORS AND PERIPHERAL HARDWARE (CCS SOFTWARE) During the Pre-Sales phase, AC will share a list of supported payment processors. In the event CLIENT prefers an unsupported payment processor, AC will consider quoting to CLIENT the cost of integrating the new processor for CLIENT consideration. Refer to Appendix C – ABILITY CCS Hardware Peripheral Requirements for a list of supported peripheral hardware (e.g. for warehouse and POS functions). In the event CLIENT requires alternative hardware, AC will consider quoting to CLIENT the cost of integrating the new hardware for CLIENT consideration.   11. PAYMENT CARD INDUSTRY DATA SECURITY STANDARDS (CCS SOFTWARE) As a payment application vendor, AC hereby informs CLIENT of CLIENT’s responsibility to operate its business per the requirements of the Payment Card Industry Data Security Standards (PCI DSS). It is AC's intent to remain up to date with and will make best efforts to comply with PCI DSS current standards. AC will complete the following as part of the implementation and as required for any major changes to the payment application: Attestation of compliance; the SAQ-D for service providers and quarterly PCI vulnerability scans. This is required by the PCI standards counsel. In the event of a breach that puts cardholder data at risk, the PCI Security Standards Council (PCI SSC) may step in and potentially manage the process (which may include risk assessment, mitigation, required remediation, etc.). As part of those efforts, the PCI SSC has the right to release to the public a variety of information regarding any security breach involving cardholder data. This could cause public relations damage to both AC and CLIENT. To assist CLIENT in meeting these critical requirements, a PA DSS Implementation Guide has been written and will be provided to CLIENT. AC is released of any liability should CLIENT fail to utilize this guide with the daily implementation and use of the Software. AC and CLIENT acknowledge the presence of a non-disclosure agreement (“NDA”) which serves to protect trade secrets critical to both entities. Acceptance of the presence of this NDA helps both entities work together with the PCI SSC in the event of a breach. Per the PCI SSC Vendor Release Agreement, Section 2(a) (iii) and 2(a) (iv), the presence of the NDA requires that AC work with CLIENT before making any notice to PCI SSC. 12. CLIENT’S OBLIGATION TO NOTIFY OF INFRINGEMENT CLIENT will immediately notify AC of any infringement or attempted infringement of AC's rights in the Software of which it becomes aware. CLIENT will use reasonable efforts to cooperate with AC in any legal or equitable action that AC may undertake to protect any of its rights in connection with the Software. Any such efforts shall be at AC’s sole cost and expense. 13. CLIENT’S DATA A. Ownership of Data. AC acknowledges and agrees that unless expressly stated elsewhere, AC has no proprietary, financial or other interest in CLIENT’s data. B. Protection of Data. AC will follow PCI guidelines in order to safely protect CLIENT data. AC is responsible for creating server and database backup policies to provide for data recoverability. 14. USE OF NAME AND TRADEMARKS With prior written CLIENT consent, CLIENT hereby grants AC a non-exclusive right to use CLIENT’s name, trade names, trademarks, and service marks (collectively, “CLIENT’s Marks”) on AC’s own websites, in printed and online advertising, publicity, directories, newsletters, and updates describing AC’s services, and in applications reasonably necessary and ancillary to the foregoing.   15. EMPLOYEE SOLICITATION/HIRING During the period of this Agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms "former employee" and "former subcontractor" will include only those employees or subcontractors of either party who were employed or utilized by that party within six (6) months immediately prior to the alleged violation. 16. TERM The License commences as of the Effective Date of this Agreement and remains in full force and effect until CLIENT stops using the Software and AC terminates this License pursuant to the terms herein. The License terminates when either party terminates the license and the agreement pursuant to the terms of the Agreement. This Agreement will automatically renew from year to year, unless earlier terminated as provided herein. 17. TERMINATION A. For Convenience. The CLIENT may terminate this Agreement in whole or in part for convenience by providing a minimum of one hundred eighty (180) calendar days’ advance written notice to AC, if for any reason CLIENT deems that it would be in its best interest not to continue operations pursuant to this Agreement. AC may terminate this Agreement for convenience on the second anniversary of the Go Live Date, or any subsequent annual anniversary, by providing a minimum of one hundred eighty (180) calendar days’ advance written notice to the CLIENT, if for any reason such AC deems it would be in its best interest not to continue operations pursuant to this Agreement. In the event of such termination, CLIENT shall be responsible for terminated Services rendered by AC up to the effective date of termination. B. Conduct Upon Expiration or Termination. Upon expiration or earlier termination of this Agreement, AC shall cooperate with CLIENT to effect an orderly transition to new service provider(s). To that end, CLIENT and AC shall develop and implement a mutually agreed upon exit plan, including, but not limited to, a schedule for the movement of all data file transfers, transfer of customer records, and transfer of financial records. CLIENT shall be entitled to (and the exit plan shall address) (i) the timely return of all related materials if applicable; and (ii) the timely return of all records maintained by AC with regard to the Services performed by Contractors in a medium and format acceptable to the CLIENT. CLIENT shall reimburse AC for all reasonable costs incurred as part of such transition. Data will be held by AC, unless specified by agreement otherwise by AC and CLIENT, for a minimum of 45 days after the effective date of termination.   18. CONFIDENTIALITY A. CLIENT agrees to observe complete confidentiality with respect to the Software and to this Agreement and its exhibits, and will not copy, reproduce, publicize or otherwise disseminate it to third parties. B. AC agrees to observe complete confidentiality with respect to vendor information, customer information, product information, illustrations and business methods used by the CLIENT, and will not copy, reproduce, publicize or otherwise disseminate it to third parties. C. All information relating to CLIENT that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by AC and will not be disclosed or used by AC except to the extent that such disclosure or use is reasonably necessary to the performance of AC's Work. D. All information relating to AC that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by CLIENT and will not be disclosed or used by CLIENT except to the extent that such disclosure or use is reasonably necessary to the performance of CLIENT's duties and obligations under this Agreement. E. These obligations of confidentiality will extend for a period of two (2) years after the termination of this agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation. F. Any breach of confidentiality will automatically terminate this Agreement. Both AC and CLIENT agree that the remedies at law for breach of confidentiality are inadequate and that the harmed party will be entitled to equitable relief, including without limitation, injunctive relief, specific performance and/or other remedies in addition to remedies provided at law. 19. LIMITATION OF LIABILITY, INDEMNIFICATION A. Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use of the Software, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Each party’s total liability under this Agreement with respect to the Software, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by CLIENT under this agreement. B. ¬Each party agrees to indemnify the other party, its Affiliates, and their respective officers, directors, members, shareholders, employees, agents, assigns and successors, and shall hold them harmless against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) resulting from a third party claim, arising out of or alleged to have arisen out of, (a) such party's breach of its obligations, representations or warranties under this Agreement or (b) bodily injury, death or property damage caused by such party. The indemnified party agrees to give prompt written notice to the indemnifying party of any such claim; provided, that any delay in furnishing such notice shall not discharge the indemnifying party from its indemnification obligation hereunder, except to the extent such delay results in actual prejudice to the indemnifying party. The indemnifying party shall undertake and conduct the defense of any claim so brought. The indemnifying party shall keep the indemnified party advised of the progress of any such claim and the indemnified party shall have the right to participate in such claim at its own expense. If the indemnifying party shall fail to take timely action to defend any such claim then the indemnified party may defend such claim at the indemnifying party's expense. The indemnifying party shall not have the right to settle, compromise or otherwise enter into any agreement regarding the disposition of any claim without the indemnified party's prior written consent, which may not be unreasonably withheld, except for a claim solely for monetary damages. C. AC indemnifies CLIENT for any claim suffered by CLIENT in the event the Software infringes the IP rights of any third party. D. The Limitations of Liability set forth in this section shall not apply to a party’s damages arising from the other party’s negligence or willful misconduct. 20. RELATION OF PARTIES The performance by AC of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this will create or imply an agency relationship between AC and CLIENT, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. 21. NON-ASSIGNMENT Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein. 22. DISPUTE This Agreement shall be governed by the laws of the State of Florida, and the venue for any dispute arising under this Agreement shall be the Circuit Court, Palm Beach County, Florida. 23. SEVERABILITY If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect. 24. FORCE MAJEURE Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control. CLIENT is not responsible for payment of Services that are delayed due to Force Majeure. 25. NO WAIVER The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.   Execution and Transmission of Executed Agreement Counterparts; Electronic Copies. This Agreement may be executed in counterparts which, when taken together, shall constitute one and the same document. In addition, each party hereby agrees that facsimile, photographic or electronic copies of any of the foregoing shall be deemed an original thereof. Finally, each party hereby consents to the use of electronic signatures, including via Adobe e-signature or a similar product or service, and acknowledge and agree that no electronic record or signature shall be challenged or denied legal effect or enforceability because it is in electronic form. Notices. All notices required or permitted hereunder must be given in writing and, except for routine notices that the parties agree to send and receive electronically, shall be considered properly given if hand-delivered, mailed first class mail (postage prepaid and return receipt requested) or sent by express overnight courier at the address specified on the first page of this Agreement or at such other address as a party may specify in writing pursuant to this Section. All notices shall be deemed given when received. Entire Agreement; Modification; Order of Precedence. This Agreement constitutes the entire agreement between the parties relating to its subject matter and this Agreement supersedes all prior agreements and understandings between the parties, oral or written, with respect to its subject matter and may not be changed unless mutually agreed upon in writing by both parties. IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives on the date first set forth above. By CLIENT: By AC: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: ** Please sign this Agreement and then email the document pdf attachment to maryp@abilitycommerce.com. Upon receiving, AC shall generate an invoice for the deposit and submit to CLIENT for immediate payment. A fully executed electronic document will be emailed to CLIENT. Please send the initial deposit to AC’s Florida office: Ability Commerce 800 NW 17th Ave., Suite B Delray Beach, FL 33445 Attn: Accounting Dept. To request electronic payment remittance instructions as a remittance option, please contact sales@abilitycommerce.com. EXHIBIT A – ADDITIONAL TERMS INTENTIONALLY LEFT BLANK AT THIS TIME. ¬   EXHIBIT B – SOFTWARE HOSTING SERVICES (HOSTED BY ABILITY DEPLOYMENT) 1. Data Center Facilities 1.1 One Tier 3 Colocation Data Center which is SSAE16 and PCI Compliant and committed to ongoing compliance to provide assurance to CLIENT of ongoing adherence to highly scrutinized processes and procedures to ensure CLIENT’S mission-critical data is safe, secure and available. Superior facilities infrastructure; including: internet backbones, multiple network carriers, electrical power systems, climate controls, fire suppression and security, internet bandwidth and consumption scales to meet CLIENT demand. 2. Site Hosting Services 2.1 The hosted application software is limited to Software. AC provides the deep and broad technology expertise for both the Microsoft Framework that the application is built on, and the server platform that best hosts it. Software is built on a Microsoft Framework (.NET, SQL) and therefore hosted on a Windows Server operating system. For PCI/PA-DSS compliance purposes, AC adheres to a standard hosting configuration. Hosting services also include delivery of network segmentation and VLAN setup as required for PCI Compliance requirements. 2.2 Environments. Two (2) environments setup for CCS OMS Software (Live and Pre-Production). 2.3 Hosting configuration is HOSTED BY ABILITY wherein a CLIENT is hosted on 4 virtual web servers with dedicated resources allocated including RAM and disk space. The HOSTED BY ABILITY services are robust, reliable and scalable with built-in redundancy. 2.4 Storage. Monthly Software Subscription includes the following: • reports processing storage of seventy-five (75) MB dedicated to storing temporary files that support user report requests. • pdf file storage of three hundred (300) KB per pdf file with total pdf storage equivalent to one hundred (100) MB to be used to add pdf files to customer records in CCS OMS Software. Increased file size and storage is available for an additional charge. 2.5 Reporting Run-time Limitation. To ensure non-degradation of server performance, a maximum of two (2) reports may run concurrently at any given time. This configurable limit is enforced by the software. In the event CLIENT requires additional capacity, CLIENT shall discuss additional costs with AC. 2.6 Hosting uptime SLA. The guaranteed hosting services SLA measuring server uptime is 99.99%. This does not include planned outages required for network and server maintenance & operating system updates and security patches. The metric is not website uptime. Exceptions include, but are not limited to, circumstances beyond reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, and “Acts of God” (i.e. fire, flood, earthquake, tornado, etc.). 2.7 On-call support. On-call staff responds to critical production-stopping issues according to established SLA and protocols. On-call staff includes IT network and server administrators and engineers. Production stopping issues will be responded to within 15 (fifteen) minutes, with continuous updates to CLIENT until problem is resolved. Also, when necessary, database administrators and software development engineers are engaged after hours to assist in resolving any unexpected outage. There are server health monitors which alert AC’s 24/7 on-call staff for any unexpected outage or response time issue. 2.8 Any additional 3rd party software, custom applications or environments for which the CLIENT needs hosting services are not within scope and will be charged separately for both one-time installation and recurring hosting fees. 3. Server Software Licensing and Hardware Purchases 3.1 The requisite server hardware is included within the hosting fees. 4. Network and Security 4.1 As part of hosting services, AC provides the required network services using redundant firewalls, switches and load balancers. AC utilizes Intrusion Protection Systems (IPS) and of Anti-Virus software. AC constantly reviews and updates its policies, procedures and auditing to remediate and prevent cyber security threats and vulnerabilities. 4.2 There is an established standard network security policy that must be jointly implemented and maintained by AC and CLIENT. This standard includes setup and use of a static VPN Tunnel between both entities. The VPN Tunnel provides for a private, encrypted and secured connectivity between CLIENT (Peer) and AC (Host) to best meet security & PCI requirements. 4.3 Multi-factor Authentication. For added security, AC’s CCS implementation includes Multi-factor Authentication (MFA). MFA is an authentication method in which a computer user is granted access only after successfully presenting two or more pieces of evidence to an authentication mechanism: knowledge, possession, and inherence. Two-factor authentication is a type, or subset, of multi-factor authentication.   5. Backup/Recovery Services 5.1 As part of hosting services, AC provides various server and database backup policies allowing for business continuation. Server backups are periodically scheduled during the week and can recover to a previous snapshot. Database backups are completed daily (full), every 30 minutes (differential) and via transaction logs (full recovery mode). 6. Performance and System Maintenance 6.1 The performance of the system providing the Hosting is persistently monitored with a variety of tools and diagnostics. The methodology used to monitor system performance may be updated and/or replaced as new and improved technology becomes available. Network, server and database performance are consistently monitored and performance-tuned if/as needed. If/when necessary server resources such as RAM, CPU and storage will be increased to support increased bandwidth, seasonal fluctuations or large marketing promotions. 6.2 From time-to-time, the hosting systems are scheduled to be shut-down for maintenance, server software upgrades or similar activities. This is generally scheduled once per month with an approximate 15 minute planned outage. Additionally, there can be ad-hoc maintenance for which there is generally advance notice of shut-downs via e-mail. 7. Business Continuity and Disaster Recovery Throughout the Term and at all times in connection with its performance of the Services hereunder, AC shall: • maintain a commercially reasonable and industry standard business continuity and disaster recovery plan and safeguards designed, implemented and tested to guard AC services against performance failures and to return the AC service to full functionality as soon as reasonably practicable in the event of performance failures including, without limitation, those arising from an event of Force Majeure (the "Plan"); and • immediately implement such Plan in the event of any unplanned interruption of the AC service and keep CLIENT informed of the progress in implementing such Plan. 8. Additional Services are Available   EXHIBIT C: IMPLEMENTATION 1. Assignment of Implementation Coordinator Upon execution of the Agreement, and a received initial deposit from CLIENT as set forth in EXHIBIT 1: QUOTE SHEET, AC will appoint a Project Manager (“AC PM”) to act as the main liaison between AC and CLIENT throughout the implementation of the Software. CLIENT will also appoint a Project Manager to act as the main liaison between CLIENT and AC. 2. Initial Implementation Meeting (“Foundation Meeting”) AC will schedule a Foundation Meeting with CLIENT to review the entire implementation effort. 3. Fees for Implementation The costs to complete the implementation and remain within the project timeline are estimated and are for implementing standard AC software and any customization work purchased by CLIENT, as stated in EXHIBIT 1: QUOTE SHEET. AC and CLIENT will agree with signature to a mutually agreed upon timeline including project start and go-live. If timeline milestones are in danger of being missed, AC will notify the CLIENT Project Manager to determine corrective measures. If CLIENT causes or requires additional time to be allocated to the effort due to any reason outside the control of AC, CLIENT will be responsible for payment of all additional required time. If AC causes any delay beyond the agreed milestones that is not caused by CLIENT, AC agrees to revisit future project milestone payment due dates through mutual reasonable negotiation between AC and CLIENT and make best efforts to remedy deliverable timeline. 4. Implementation Effort 4.1 CCS 4.1.1 CCS Implementation Project Plan: AC PM will review the CCS implementation project plan and associated AC documents, with plan refinement as reasonably needed in collaboration with CLIENT PM. 4.1.2 Data Import / File Conversion (CCS) In order to migrate CLIENT’s existing data into CCS, ABILITY will provide CLIENT with file layouts. The CLIENT is required to provide the data to ABILITY compliant with the file layout. Detail of In Scope data migration will be quoted separately with Discovery during the Sales process. 4.1.3 Hardware Setup In the event CLIENT chooses for AC to perform setup for hardware, the following charges will apply. • AC Professional Services fee for on-site set up time • Travel and all related expenses per Appendix A – Travel, Lodging and Expense Policy and Appendix B – Weekend, On-Call, and Excessive Work Week Policy.   EXHIBIT D: SOFTWARE MAINTENANCE & SUPPORT (“SMS”) 1. Definitions A. "Fault" shall mean any application software that does not function in accordance with specifications of the Software version, related documentation, and/or with a previous system where the functionality is agreed as still being relevant. Referring to something as a fault is at the discretion of AC. B. “Misuse of Software” means using or attempting to use the software in a way other than its documented use. This covers the (i) unintentional or (ii) malicious misuse of the software. C. “Training” refers to instruction provided by personnel of AC on the use of the Software, database, and/or operating system, or providing clarification of system documentation (such as user manuals, technical notes, online help and software bulletins) D. “Versioned Software” refers to the standard version of the Software provided at installation or with subsequent releases. E. “Custom Software” means any changes beyond the scope of the versioned software to meet the specific needs of the CLIENT’s business that AC has not incorporated into the Versioned Software. F. “Estimates” means documents provided by personnel of AC to define estimated costs required to complete a project. Best efforts are given to provide accurate estimates, however actual project costs may differ. G. “Quotes” means documents provided by personnel of AC to define a project’s actual cost. H. “Go-Live” means the date the CLIENT will begin using the Software for live business use. I. “Production Stopping Issue” means the CLIENT is unable to process the majority of its Software orders due to the Software not functioning as designed. SMS begins as of the Go-Live date. 2. Software Maintenance CLIENT must be running Versioned Software to be eligible for regularly scheduled software maintenance. Software maintenance includes: A. The latest version may include, without limitation, the following: I. Fault fixes: Any reported faults in the software that have been corrected. II. Versioned enhancements: Such enhancements may include, without limitation, modifications to the Software that: a) Increase its speed, efficiency, and/or ease of operation, or b) Provide added functionality. B. ¬¬¬¬While software upgrades are included, AC reserves the right to charge additional fees related to customizations when applicable. Software maintenance and upgrades are provided on the current software version and one (1) release prior. In the event CLIENT is out of software maintenance compliance, AC will bill CLIENT for software support and upgrades. CLIENT is not compelled to upgrade its Software. However, older versions of Software may be deemed “End of Life” and will no longer be supported. AC will give one hundred and eighty (180) days’ notice of when a version will reach End of Life. Upgrading from End of Life may require AC to perform billable services.   3. Software Support Includes: A. Unlimited CLIENT resource time for the following: I. Fault resolution: The time required to define and correct issues related to software Faults. II. Fault recovery: The time required to recover from issues related to software Faults, including the time it takes to make a reasonable endeavor at correcting or rebuilding any data. Does Not Include: A. The making of any changes or alterations to the Software, other than to correct Faults. B. The correction of faulty operation due to operator error or Misuse of Software. C. The correction of a Fault caused by the CLIENT's actions. D. The correction of a Fault caused by third-party software. E. The correction of a Fault caused by hardware. F. The correction of a Fault caused by the operating system(s) of hardware. G. The correction of a Fault which has been corrected in a newer version of the Software provided the CLIENT is on the Versioned Software and has not upgraded to the newer version. H. Visits by AC's personnel to a CLIENT’s place of work. I. Software training or questions about Software functionality. J. Assistance with troubleshooting or building MS SSRS-based reports. Submitting Issues / Response Times: 1. Submitting Support Issues: CLIENT will have access to a live AC support technician, who will be available during AC’s normal business hours, which are 9:00 a.m. to 6:00 p.m. EST. 2. Response Time: If a live technician is unavailable immediately for any reason, AC will respond to the support submission within one (1) hour of the submission as long as that time falls within AC’s normal business hours. 3. Resolution Time: An estimated resolution time will be provided to CLIENT, which will vary depending on how AC classifies the severity of the issue. 4. Production Stopping Issues: Support may be called directly at any time for any Production Stopping Issue. 4. Customer Covenants The CLIENT agrees: A. To operate the Software in a professional and prudent manner and in accordance with any application documentation supplied by AC. B. All defects in workmanship as a result of any customized work being done to the Software, must be reported to AC within ninety (90) days of installation or else the work to rectify the problem will be considered billable. C. To have on-site personnel trained in the use of the Software unless otherwise agreed. D. To provide AC with a working, secure high-speed internet connection into the system where the Software resides for the purpose of support and maintenance of the Software. The specifics of this connection shall be reviewed during implementation. The connection will remain open as long as the two parties are engaged in terms of this agreement. EXHIBIT 1: QUOTE SHEET Retailer: INSERT RETAILER NAME Quote Date: INSERT DATE Quote Valid for 30 Days To be provided to CLIENT at time of Sales Quote Sheet presentation to CLIENT.     Appendix A – Travel, Lodging and Expense Policy Air Fare AC will work to obtain the lowest available fares for air travel at the time CLIENT commits to specific travel dates; however, AC also does not require their associates to travel on weekends to arrange a cheaper fare, i.e. stay over Saturday night to obtain a discounted fare. Airfare costs include, but are not limited to: • CLIENT is responsible for customary booking fees charged by travel agency. • CLIENT is responsible for upgrade to business class when the AC associate is required to travel outside of North America (i.e. EMEA, APAC, Central/South America). Hotel Rates As AC associates travel regularly, AC has minimum standards for hotel accommodation, specifically, but not limited to: • Rooms cannot be accessed directly from the outside. • Room service must be available. Daily Subsistence Subsistence is to reimburse associates for out-of-pocket costs such as breakfast, dinner and normal incidental expenses (hotel tips, laundry, dry cleaning, etc). Per diems are paid for all travel days (including weekends) and are in compliance with governmental reimbursement guidelines. Per Diem Category Regular US Cities High Cost US Cities International Non-US Cities Breakfast $13.00 $17.00 $20.00 Dinner $25.00 $32.00 $40.00 Incidentals $5.00 $5.00 $5.00 Totals $43.00 $54.00 $65.00 High cost cities will be charged at the current IRS per diem rate. CLIENT will be billed the daily subsistence in US dollars regardless of associate home location. The daily amount provides more flexibility in meeting the incidental expenses described above and is charged for every day the associate is travelling. Daily subsistence rates are subject to change in accordance with the current IRS per diems, including the definition of high-cost cities. Travel Days The daily subsistence amount will be claimed on a travel day. AC billable resources travelling to a customer site for billable customer work will bill at $90/hr (maximum of 4 hours each way). Travel time is defined as the amount of time it takes an AC associate to travel from their home location to CLIENT location and the CLIENT location to their home location. Mileage Reimbursement Our rates are set in compliance of IRS guidelines. These rates reflect any miles driving in the associate’s own car as a result of driving to/from airports and to/from CLIENT sites. Mileage reimbursement rates are subject to change in accordance with current IRS guidelines. Parking Reimbursement Associates will be reimbursed for long-term parking at airports, CLIENT Sites or on any AC business. Gas Reimbursement Gas expenses are paid on rental vehicles only. Communications Charge In lieu of individual telephone communications charges, CLIENT will be billed a flat communication charge of $75 per associate, per month, to cover all telephone and facsimile charges. For any SOW lasting less than a full month in scope, this charge will be prorated. Internet connectivity charges are passed through at cost and not included in the telecommunications charge. CLIENT will be billed Communications Charge in US dollars regardless of associate home location. Long Term Onsite Assignments In is AC’s policy that no consultant or associate will remain on assignment for more than 11 months. If CLIENT requires that an associate or consultant remain on assignment for more than 11 months, then CLIENT will be billed for taxes related to the portion of the expense reimbursement that is taxable.   Appendix B – Weekend, On-Call, and Excessive Work Week Policy Weekend Work Policy All weekend work is covered by this policy. The following will apply: • All weekend work is done on a time and material basis. • The hourly rates set forth in this SOW, plus $75 per hour will be applied with a minimum of a four hour charge. On-Call Policy All On-Call work is covered by this policy. The following will apply: • All On-Call work is done on a time and material basis. • A charge of $40 per hour for On-Call availability will be applied regardless of whether or not the associate is called. • If called, the hourly rates set forth in the SOW will be applied. If called on a weekend, then weekend rate will be applied. Excessive Work Week In situations where an associate exceeds 45 hours in a normal work week, CLIENT will be billed at the hourly rates set forth in this SOW, plus $75 for every hour worked over the 45. Change Requests AC does not consider weekend work or on-call work to be included in this SOW. Any weekend work or on-call work will require an executed Change Request before any work will be performed.   Appendix C – ABILITY CCS Hardware Peripheral Requirements To be provided to CLIENT at time of Sales Quote Sheet presentation to CLIENT.