Support License Agreement

Purpose

Formédia is committed to building strategic relationships with Tópico customers by providing consistent, dependable, high-quality, measurable technical support services that effectively utilize its products to meet customers' business objectives.

The purpose of this Support Service Level Agreement (SLA) is to formalize an arrangement between Formédia and ____________________________ (CUSTOMER) to deliver specific technical support services, at specific levels of support, and at an agreed-upon cost.

Service Levels and Fees

The following table provides information about service levels and fees of the Tópico Subscription Program.

Support Incident

A Support Incident is defined as one "Issue" displaying specific symptoms, where:

1. Formédia agrees the problem is directly related with:
   1. the "Operation" of Tópico software, OR
   2. the "Development" of Tópico collections AND
2. A resolution can be reached using reasonable efforts.

"Issue" means a problem that cannot be broken down into separate subordinate issues. If a problem can be broken down into subordinate issues, each shall be considered a separate incident. A single support incident may involve multiple round trips of contact.

"Operation" means a problem or issue that is directly related to Tópico software. It does not include the interoperability of Tópico software with any third-party products.

"Development" means a question or issue related to the development of a collection or Web Site with Tópico.

Support Ticket System

Subject to the specifications of the SLA, CUSTOMER will be entitled to access the Formédia Support Ticket System (STS) via Web at the URL http://www.formedia.ca/support/ticket.aspx. All Support Incidents must be recorded in the STS as it provides the facilities for both support staff and customers to record and track progress of Support Incidents from submission to resolution.

Communications between support staff and customers is handled primarily through the STS. On occasion, by mutual consent, Telephone, VOIP or Instant Messaging communications may be used to expedite resolution of a support Incident. The parties will follow up such communications via STS logging. For tracking and recording purposes, each party is responsible for funding the cost of any such communication at their own locations.

While Support Incidents may be recorded at any time via the STS, response times will be in line with the Service Levels stated for each service type (e.g., for tickets submitted overnight U.S. time, the clock will not start ticking until the next working day in the U.S.).

If CUSTOMER does not have enough Support Incident credits available or has exceeded the periodic limit on the number of Support Incidents, the CUSTOMER will be unable to submit a Support Ticket.

Support Incident Ticket Number

The STS generates a "Ticket Number" which is the key reference number used to associate all communications, actions and information to the incident. Once the incident has been recorded the CUSTOMER will automatically be sent an email containing the Ticket Number.

General Customer Obligation

During the support incident resolution process CUSTOMER may be requested to carry out certain tasks in order for progress to be made - this must be carried out within a reasonable time and feedback given to Formédia staff as soon as possible.

Remote/VPN Access

Exeptionally, Formédia support staff may need to remotely access CUSTOMER systems in order to effect investigations and resolutions. The CUSTOMER is strongly advised to provide such remote access via a secure encrypted connection (e.g., VPN or HTTPS). When remotely accessing CUSTOMER sites Formédia staff will not delete, modify, copy or move any files or data without first obtaining agreement from the customer representative.

It is a requirement of this contract that the CUSTOMER ensures that the systems being accessed by Formédia are fully backed-up prior to any remote access. Formédia support staff will confirm this and require an acknowledgment in the STS prior to accessing systems remotely.

Support Incident Resolution

Once an incident is accepted by Formédia, resolution of the incident shall be defined by accomplishing any one of the following:

1. The incident results in a reasonable solution.
2. The incident results in a reasonable workaround.
3. Formédia has determined the incident is related to a source that is outside the scope of the Subscription Program support parameters.
4. Formédia determines the incident is an enhancement request.

Temporary "Work-arounds"

Where no immediate solution is available to solve the issue raised by the CUSTOMER, it may be necessary to introduce a temporary "work-around" solution while a permanent solution is investigated, tested and implemented. This "work-around" will be designed to provide a basic functioning system - although this may involve changes to or implementation of manual working processes at the CUSTOMER site, or reversion to an earlier version of the DotNetNuke software.

With regards to achievement of Service Level, a temporary workaround will be an acceptable substitute in lieu of a permanent solution.

Escalation Procedure

All Support Tickets that have been open for more than four days are reviewed on a weekly basis by the Subscription Program Management team. When appropriate, such tickets are automatically escalated to ensure that resolution can be reached expediently. No CUSTOMER action is required for escalation.

Term

The term of this Agreement shall be for one (1) year from the date of execution, subject to automatic annual renewals thereafter.

Termination

The Agreement may be terminated by either party giving written notice thirty (30) days in advance of the renewal date. Formédia shall not issue prorated refunds upon termination of the Agreement.

Formédia may terminate this Agreement in the event CUSTOMER has not made the applicable payments per this agreement. Formédia shall provide a 30-day cure period prior to termination.

Regardless of whether the Agreement is terminated by written notice or due to non-payment, the CUSTOMER shall continue to be liable for any unpaid service fee balance. Additionally, CUSTOMER shall reimburse Formédia for any attorney and recovery fees and court costs incurred for recovering the unpaid balance.

Support Ticket Closure

Formédia agrees to use commercially reasonable efforts to work with the CUSTOMER for Problem Resolution for an issue in accordance with the specifications of this SLA. Timely efforts must be made by all parties involved. If communication from CUSTOMER ceases without notice, after five (5) business days, Formédia may, upon notice, close a Support Incident due to inactivity on the part of the CUSTOMER.

A Support Incident may be reopened within thirty (30) consecutive days of closure. Once a Support Incident is closed for 30 consecutive days, this issue will be considered permanently closed, and it cannot be reopened. If further work is necessary, a new Support Incident will be opened, and all pertinent materials may need to be resubmitted before work can continue.

Other Services

As long as a CUSTOMER's subscription remains active, Formédia will provide CUSTOMER with access to a Knowledge Base containing technical information that will assist in the process of troubleshooting and resolving technical issues.

Customer Contact

CUSTOMER accounts may not be shared among multiple individuals. CUSTOMER agrees that contact with Formédia will be through the specified number of Designated Contacts.
Formédia requires that Designated Contacts be identified in the STS with person-specific email addresses.

SLA Updates

This SLA and related Formédia Subscription Program details are operational in nature and may be modified at any time by Formédia. Formédia will take appropriate measures to inform CUSTOMER of modifications.
Formédia will provide CUSTOMER the right and window of time to review any proposed change, discuss it with Formédia, and terminate the CUSTOMER relationship without penalty if all parties cannot abide by the revisions.
This SLA supersedes any previous service level agreements.

Limitation Of Liability

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, DOTNETNUKE CORPORATION WILL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL, CONTRACTUAL, OR EQUITABLE THEORY FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF LIABILITY OR LIMITED REMEDY, DOTNETNUKE CORPORATION'S ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY, OR OTHERWISE), SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY DOTNETNUKE CORPORATION UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE FOR THE PARTICULAR DOTNETNUKE CORPORATION PRODUCT(S) THAT CAUSED THE LIABILITY.

Exclusions

Formédia will not be bound by the terms of this SLA in any of the following circumstances:

1. Failure of the CUSTOMER to fulfill their obligations as specified in this Service Level Agreement.
2. Information from the CUSTOMER or their agent which is inaccurate, incomplete or not supplied in a timely manner.
3. Incomplete configuration (e.g., missing components or modules essential for correct system operation).
4. For incidents caused by hardware problems, Formédia can only provide general fault diagnosis
5. Failure, miss-configuration or incompatibility of third party software.
6. Unable to obtain remote access to supported system if required.
7. Failure of communications circuits, Internet connections, electricity supply, other vital services or hardware not supplied by Formédia.
8. Configuration, software or DNS problems beyond the control of the CUSTOMER or Formédia.
9. Any act or omission on the part of any third-party other than an authorized Formédia Partner.
10. Problems not reported promptly by the CUSTOMER or where a Support Incident Ticket Number has not been obtained.
11. Formédia being unable to verify service restoration with the CUSTOMER.

Force Majeure

Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to event outside the defaulting party's reasonable control, including without limitation, acts of God, earthquakes, labor disputes, shortage of supplies, actions of governmental entities, riots, war, fire, epidemics, or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day-to-day basis for the period equal to the period of the excusable delay.

Non Sollicitation

CUSTOMER agrees not to seek, offer or solicit offers of employment from Formédia employees, without the expressed written consent of Formédia. The above limitation shall be effective for the term of this SLA and for a period of one (1) year following the termination of this SLA or any extension hereto.

Assigment

CUSTOMER may not assign this agreement without the prior written consent of Formédia. Formédia may transfer its rights to any wholly owned Formédia subsidiary.

Severability

If any provision of this Agreement is held by a court to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way and shall be construed in accordance with the purposes and tenor and effect of this Agreement.

Office Locations

Signatures

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