Terms and conditions

 

END USER SIRIUS™ SOFTWARE LICENSE AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT (“Agreement”) is made and entered into as of this today (the “Effective Date”) between the CLIENT and ORION SOFTWARE INC (“ORION”) a corporation having offices at 5950 Cote-des-Neiges Suite 475, Montreal, Quebec, H3S 1Z6. (“Licensee”).

WHEREAS ORION is the owner of the Software and Documentation (as defined below);

WHEREAS ORION desires to grant to Licensee and Licensee desires to obtain from ORION a non-exclusive license to use the Software and Documentation solely in accordance with the terms and on the conditions set forth in this Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

 

1. DEFINITIONS
2. Affiliate” shall mean, with respect to a Party, any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such Party. The term “control” shall mean the possession, directly or indirectly, of 50% or more of the voting rights, through the ownership of voting stock or other securities, as manager, trustee or similar capacity, by contract or otherwise.
3.  “Documentation” shall mean all manuals, user documentation, and other related materials pertaining to the Software, which are furnished to Licensee by ORION in connection with the Software.
4. “License Fee” shall mean the fee payable to ORION by Licensee as set forth in Schedule A.
5. “License Key(s)” shall mean the license key provided by ORION to Licensee for each User to activate the Software.
6. “License Term” shall mean the term of the Software license granted to Licensee as set forth in Schedule A.
7. “Party” or “Parties” shall mean either party or both parties to this Agreement.
8. “Software” shall mean the computer programs in machine readable object code form listed in Schedule A attached hereto and any subsequent software modules, error corrections or updates supplied to Licensee by ORION pursuant to this Agreement. Schedule A may be amended from time to time by the Parties in writing.
9. “User” shall mean a single individual user of the Software at Licensee’s premises.

 

 

1. GRANT OF RIGHTS

Subject to the provisions of this Agreement, ORION hereby grants to Licensee and Licensee hereby accepts a personal, limited, world-wide, non-exclusive, non-sublicensable and non-transferable license to use the Software for the number of Users identified on the quotation hereto for the License Term set forth on Schedule A.

 

1. DELIVERY
2. Software. ORION shall deliver to Licensee a master copy of the Software licensed hereunder in object code form, suitable for reproduction, in electronic files only, as well as a License Key to the Software for each User.
3. Documentation. ORION shall deliver an electronic copy of the Documentation.
4. Other Conditions. Other conditions of delivery shall be specified on Schedule A, if applicable.
5. MODIFICATIONS
6. Optional Updates. ORION may, but is not obligated to, add and make available additional features or functions, programming fixes, updates, upgrades or versions to the Software ("Updates"). Should Licensee want to benefit from such Updates, it shall enter into a separate Service Level Agreement with ORION. Licensee understands that, under such Service Level Agreement, all intellectual property rights in and related to the any Updates shall belong exclusively to ORION.

 

1. Optional Custom Development. Licensee may, from time to time, request that ORION incorporate certain features, enhancements or modifications into the Software (“Custom Development”). Any such Custom Development shall be subject to a separate Custom Development Services Agreement to be entered into between the Parties. Licensee understands that, under such Custom Development Services Agreement, all intellectual property rights in and related to the any Custom Development shall belong exclusively to ORION.
2.  

• COPIES

1. Printed Matter. Except as specifically set forth herein, no Software or Documentation which is provided by ORION pursuant to this Agreement in human readable form, such as written or printed documents, shall be copied in whole or in part by Licensee without ORION’s prior written agreement. Additional copies of printed materials may be obtained from ORION at the charges then in effect.
2. Machine Readable Matter. Except as specifically set forth herein, any Software provided in machine readable form may not be copied by Licensee in whole or in part, except for Licensee’s backup or archive purposes. Licensee agrees to maintain appropriate records of the number and location of all copies of the Software and make such records available upon ORION’s request. Licensee further agrees to reproduce all copyright and other proprietary notices on all copies of the Software in the same form and manner that such copyright and other proprietary notices are originally included on the Software.

• LICENSE FEES AND PAYMENT

1. License Fee. In consideration of the license rights granted in Section 2 above, Licensee shall pay the License Fees or other consideration for the Software and Documentation as set forth on Schedule A attached hereto. All amounts payable hereunder by Licensee shall be payable in US funds within five (5) business days from the date of execution of this Agreement by both Parties, without deductions for taxes, assessments, fees, or charges of any kind.
2. Taxes and Other Charges. Licensee shall be responsible for paying all (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software or Documentation hereunder, (ii) freight, insurance and installation charges, and (iii) import or export duties or like charges.

• PROTECTION OF SOFTWARE

1. Proprietary Notices. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each copy of the Software.
2. No Reverse Engineering. Licensee agrees not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof. In the event Licensee requires to modify the Software to render it interoperable with other software, ORION will provide the Licensee with, upon written request, a Software Development Kit at the price specified in Schedule A.
3. Ownership. ORION and its suppliers own and shall retain all right, title and interest in and to the Software, ORION’s Confidential Information, and any improvement, modification, or derivative work, in whole or in part, and in any form, and in all copies thereof (“Proprietary Information”) as well as intellectual property rights thereto, including, but not limited to, copyright, patents and trade secrets. Licensee shall not have any right, title, or interest to any such Software or Documentation or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of ORION’s proprietary rights therein.

• CONFIDENTIALITY

1. Acknowledgement. Licensee hereby acknowledges and agrees that the Software, the database and Documentation constitute and contain valuable proprietary products and trade secrets of ORION and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to consider (and take precautions to ensure that its employees consider) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below.
2. Maintenance of Confidential Information. Each Party agrees to keep confidential all confidential information disclosed to it by the other Party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither Party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to: (i) have been known publicly; (ii) have been known generally in the industry before communication by the disclosing Party to the recipient; (iii) have become known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing Party; (iv) have been known otherwise by the recipient before communication by the disclosing Party; or (v) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing Party) lawfully having possession of such information.
3. Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software and Documentation or copies thereof will (i) substantially diminish the value to ORION of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render ORION’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software or Documentation, ORION shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
4. Survival. Licensee’s obligations under this Section 8 will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.

• WARRANTIES; SUPERIOR RIGHTS

1. Ownership. ORION represents its belief that it is the owner of the entire right, title, and interest in and to Software, and that it has the right to grant licenses thereunder.
2. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED AND ACCEPTED STRICTLY "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AGAINST LATENT DEFECTS OR NON INFRINGEMENT. ORION DOES NOT WARRANT THAT THE SOFTWARE IS EXEMPT FROM ERRORS, THAT ALL ERRORS MAY BE DETECTED OR CORRECTED OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. ORION GIVES NO WARRANTY THAT THE SOFTWARE WILL OPERATE WITH LICENSEE'S PRODUCTS OR WILL MEET THE REQUIREMENTS OF LICENSEE. In no event shall ORION be liable for indirect, incidental, special or consequential damages resulting from this Agreement or use of, or inability to use the Licensed Software, including loss of profits, loss of savings, loss of use or interruption of business even if ORION has been advised of the possibility of same. Nothing contained in this Agreement shall be construed as a warranty or representation that any use of Software and ORION’S Confidential Information will be free from infringement of patents, copyright or trademarks OF THIRD PARTIES.

 

1. Limitation of Liability. The maximum liability of ORION to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Software or Documentation delivered to Licensee hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the License Fee. The parties acknowledge that the limitations set forth in this Section 9 are integral to the amount of consideration levied in connection with the license of the Software and Documentation and that, were ORION to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.

 

1. INDEMNIFICATION
2. Licensee shall indemnify and hold harmless ORION, its officers, agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of Licensee’s modification or enhancement of the Software, caused by, or arising out of, or resulting from, any failure to perform or comply with this Agreement by Licensee, its sublicensees, if any, its subsidiaries or their officers, employees, agents or representatives. DEFAULT AND TERMINATION
3. DEFAULT AND TERMINATION
4. Events of Default. This Agreement may be terminated by the nondefaulting Party if any of the following events of default occur: (i) if a Party materially fails to perform or comply with this Agreement or any provision hereof; (ii) if either Party fails to strictly comply with the provisions of Section 8 (Confidentiality) or makes an assignment in violation of Section 28 (Nonassignability); (iii) if a Party becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (iv) if a petition under any foreign, state, or Canadian bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a Party; or (v) if such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days.
5. Effective Date of Termination. Termination shall be effective thirty (30) days after notice of termination to the defaulting Party if the defaults have not been cured within such thirty (30) day period.
6. Obligations on Termination. Within ten (10) days after termination of this Agreement, Licensee shall cease and desist all use of the Software and Documentation and shall destroy all full or partial copies of the Software and Documentation in Licensee’s possession or under its control, and confirm such destruction by an officer’s certificate delivered to ORION within five (5) business days of the destruction.
7. NOTICES

All notices, authorizations, and requests in connection with this Agreement shall be deemed given (i) five (5) days after being deposited in the Canadian mail, postage prepaid, certified or registered, return receipt requested; or (ii) one (1) day after being sent by overnight courier, charges prepaid, with a confirming fax; and addressed as first set forth above or to such other address as the Party to receive the notice or request so designates by written notice to the other.

1. ASSIGNABILITY
2. Licensee shall not assign this Agreement or its rights hereunder without the prior written consent of ORION.
3. Licensee expressly agrees that ORION may, at any time, assign part or all of this Agreement to an Affiliate of ORION without the consent of Licensee.

 

1. GOVERNING LAW; JURISDICTION AND VENUE

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Province of Quebec. The courts of the District of Montreal shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts.

1. SEVERABILITY

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

1. LANGUAGE

The parties hereby confirm that they have requested that this License and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

 

1. MISCELLANEOUS

This Agreement and its schedules contain the entire understanding and agreement between the Parties respecting the subject matter hereof, and replace and supersede any other agreement, purchase order terms, request for proposal terms, representation or discussion, oral or written which may have taken place between the Parties with respect to the subject matter hereof. This Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each Party’s duly authorized representative. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either Party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the date first set forth above.

 

ORION SOFTWARE INC. CLIENT

 

 

SCHEDULE A

 

Software: Sirius e and any add-on modules operating on Sirius e and the Sirius e Web Module (In reference to Quote displayed online).

License Term: This License Agreement is effective upon the full payment of the License Fees and shall survive until terminated pursuant to this Agreement.

License Fee: Fees are presented in the Quote proposal.

Payment terms and schedule: All invoices by ORION to the Licensee shall be payable in full by the Licensee within five (5) business days from the date of execution of the Agreement. ORION reserve the right to terminate the license and not provide the database Administrative password until full payment.

Any License Fee not paid within five (5) days of the date of execution of the Agreement shall be subject to interest at a rate of 1% per month and 12% per year.

ORION may provide Licensee with temporary License Keys until receipt of the full payment of the License Fees. When such License Fees are fully paid, Licensee will receive permanent License Keys to use the Software. In the event that the License Fees are not paid by Licensee within the Payment term schedule identified below, this shall constitute an event of default under Section 11.1 and ORION shall have the right to terminate the Agreement in accordance with Section 11 (Termination).

 

 

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Orion Software Inc.

Hosting and Support Agreement

 

THIS HOSTING AND SUPPORT SERVICE AGREEMENT (“Agreement”) is made and entered into as of the “Effective Date” by and between ORION SOFTWARE INC (“ORION”) a corporation having offices at 5950 Cote-des-Neiges Suite 475, Montreal, Quebec, H3S 1Z6 and (CLIENT).

 

 

Orion Software hereby agrees to provide, and CLIENT accepts the hosting services and the support services on the contract terms below according to the terms and conditions herein.

 

1. DEFINITIONS

 

1.1 Incident: Any failure, malfunction or abnormal performance of Software and accessories, which prevents Software or accessories from functioning substantially in compliance with the available documentation, duly reported by the Client to the Orion Software staff.

 

1.2 Support Response Time: The time interval between the first intimation by the Client of an Incident and an established communication by Orion Software’s agent either by phone, email, fax or internet connection with the Client.

 

1.3 Support Resolution Time: The time interval between the Orion Software first starting to resolve the Incident remotely and the final resolution.

 

1.4 Software: The Sirius Enterprise Software, including activated modules.

 

 

THE PARTIES AGREE TO THE FOLLOWING:

 

 

1. PRICE

2.1 The prices of the services to be provided under this agreement are outlined in Schedule “A” of this Agreement. Orion Software may increase the prices for the services to adjust for the Annual Price Index of Canada.

 

 

1. SERVICES SCOPE

The services covered by this agreement shall comprise:

1. First, second and third level Software operations
2. First level support for all accessories sold by Orion Software; and
3. Hosting of Software on a cloud server
4. First and second level support of Hosting Services

 

1. TERMS

All Services will be provided to you for the period of sixty (60) months from the date on which the CLIENT is first allowed to access the Services.

 

1. TERMINATION OF SERVICES AND DEFAULT

You may contact Orion Software at Orion Software Support to terminate any Service. Termination is effective 30 days from the date you contact Orion Software (“Termination Date"). In addition to any applicable Termination Charge (defined below), you will be charged the applicable Charges in that 180 day termination period ("Termination Amounts"). The Termination Charge is a reasonable estimate of damages suffered by Orion Software as a result of your early termination of the Service and is not a penalty. Notwithstanding the foregoing, where Charges for a Service are prepaid, prepaid amounts will not be refunded if the Service is terminated in advance of the expiration of the Term. The Termination Charge on prepaid accounts shall be equal to the unexpired portion of the Initial Service Period or Renewal Term, as the case may be.

 

1. SOFTWARE SUPPORT SERVICES

Orion services as provided by this agreement shall be provided by fully qualified and experienced technicians, who shall be subject to regular performance reviews, internally as well as by clients using online surveys.

Orion Software shall be responsible for the provision of:

1. A help desk service to record and manage all help requests made by the CLIENT;
2. The initial remote diagnosis of Incidents through Internet connections; and
3. The resolution of Incidents within the Resolution time and the Escalation process set in this agreement.

 

1. SOFTWARE SUPPORT SERVICE AVAILABILITY

Orion Software shall provide the above services as follows:

Office Hours are Monday to Friday from 8h30 a.m. to 5.00 p.m. (eastern time zone);

Out of Office hours support is from 5.00 p.m. to 8h30 a.m. (Eastern time zone) and weekends;

Public holidays that take place on a weekday are considered as regular workdays for support purposes, except December 25th and January 1st where Out of Office hours support applies. On all other public holidays (which take place on weekends) Out of Office hours support applies.

 

 

 

1. HOSTING AND SOFTWARE SUPPORT RESPONSE TIMES

Orion Software shall use reasonable endeavors to meet the following averages delays as Response Times.

1. During Office Hours
2. All calls responded within 5 minutes on average;
3. 80% of the calls and chats responded within 5 minutes, on an annual basis;
4. Emails responded within 24 hours.
5. Out of Office hours : Calls responded or returned within 30 minutes. No follow-up to an e-mail can be guaranteed during Out of Office hours.

 

1. HOSTING AND SOFTWARE SUPPORT RESOLUTION TIMES

When the Client’s designated employees report incidents to Orion Software’s help desk, a technician will intervene and address the situation remotely within the following maximum delays:

1. Where Sirius has become inoperable or Client’s staff is unable to print a contract or an invoice, a technician will intervene and address the situation remotely within 2 hours. If the fault cannot be rectified remotely within 2 hours from when the Client logged the Incident with the Orion Software’s help desk, a senior level 2 technician will attend within 2 hours until the Incident has been diagnosed and a rectification plan is agreed with the Client.
2. Where some operational functions of Sirius become inoperable, such as Client’s staff cannot access History invoice, a technician will intervene and address the situation remotely within 8 hours.
3. Where some functions of Sirius or accessories become inoperable, such as Client’s staff cannot access or perform a modification in the Item or Client management screen, a technician will intervene and address the situation remotely within 24 hours.
4. Where Client’s staff asks how to use a certain function of Sirius or accessories, a technician will intervene and address the situation remotely within 3 days.
5. Where Client’s staff enquires about custom development and training related questions, a schedule will be agreed between the parties.

 

1. INCIDENT ESCALATION
2.  Whenever Orion Software has failed to diagnose the fault within the Resolution Time, the technician shall refer the fault to a senior technician or manager for the immediate allocation of an additional technician to the Internet connection.
3.  Thereafter, Orion Software shall continue to allocate additional technicians to the Internet connection until the Incident has been diagnosed and a rectification plan is agreed with the Client.

 

1. SUPPORT RECORD KEEPING

11.1 Orion Software shall maintain a record of all Incidents reported by the Client. The record will include details of:

- Date and time of first report of Incident

- Name of Client’s representative reporting the Incident

- Description of reported Incident

- Item of equipment or software affected

- Name of Orion Software’s representative assigned to the Incident

- Time of connection established

- Final diagnosis of Incident

- Description of rectification

- Details of any replacement or software upgrade required

- Date and time of final rectification

 

11.2 The Client shall maintain a record of all Incidents reported to Orion Software. The record will include details of:

- Date and time of first report of Incident

- Name of Client’s representative reporting the Incident

- Description of reported Incident

- Item of equipment or software affected

- Time of Internet connection established

- Date and time of final rectification

- Assessment of Client’s satisfaction of Orion Software’s performance

 

1. SUPPORT SERVICES OBLIGATIONS OF ORION SOFTWARE

12.1 . Orion Software shall ensure that all its technical representatives are fully qualified and

experienced in all the equipment and software included in the scope of this agreement;

1.  The Client shall be entitled to inspect and receive copies on request of Orion Software’s Incident records concerning his own account;
2.  Orion Software shall use reasonable endeavors at all times to resolve Incidents within the response time of this agreement.
3.  Orion Software shall protect Client’s data with reasonable security measures, such as firewalls

and anti-virus software. Private data is defined as corporate information that is to be kept within the company. Access to this data may be limited to specific departments and cannot be distributed outside of the virtual or physical workplace. Private data includes, but is not limited to, work phone directories, email listings, organizational charts, company policies and procedures etc.

1.  Orion Software will keep back-ups that will ensure the continuity of the business of operations of the Clients and preserve information that are not operational for 3 years unless the Clients request to delete them at the end of this agreement.
2.  The clients accepts that all pictures and other files attached to history transaction can be removed from the production database after 12 months.

 

 

 

1. OBLIGATIONS OF THE CLIENT
2. The Client shall be responsible for ensuring that Orion Software is kept informed of any changes, including configuration changes of Sirius and additions of accessories included in the scope of this agreement. Any such changes, additions or disposals shall entitle Orion Software, with the agreement of the Client, to amend the costs of the services provided under this Agreement.
3. The Client shall appoint a designated employee and a deputy, whose names shall be given to Orion Software, with the sole authority to act as a representative for any issues which do not concern regular support questions or Incidents.
4. The Client shall not unreasonably prevent or restrict Orion Software staff from accessing to the computer or software for the purposes of resolving an Incident during normal office hours. Any access out of office hours should be arranged between Orion Software and the Client’s designated employee(s).
5. The Client shall use reasonable endeavors to maintain consistent web browser configurations, and to update operating systems and anti-virus licenses on all desktop, server and portable computer equipment and software related to the use of the Services. To this end, the Client and Orion Software shall agree in writing on the required configuration combinations.
6. The Client shall use reasonable endeavors to prohibit the End User from removing, modifying or obscuring any copyright, trademark or other proprietary rights notices that are contained in or on the Products;
7. The Client shall use reasonable endeavors to prohibit the End User from reverse engineering, decompiling, or disassembling the Products, except to the extent that such activity is expressly permitted by applicable law;
8. The Client shall disclaim, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Software Services;
9. The Client shall state that a third party on Client’s behalf will provide technical support for the Software Services;

 

 

1. HOSTING SERVICES

Orion Software guarantees that the Software and the data center network and will be available 97% of the time in any given monthly billing period, excluding scheduled maintenance. Orion Software will maintain a data security policy in place.

 

1. HOSTING INFRASTRUCTURE SUPPORT

As described above, Orion Software shall assume first and second level support services regarding the IT infrastructure necessary to host the Software.

 

 

 

1. BACKUPS

Backup and recovery services are activated for all or specific server(s), service(s) or application(s), designated by the Client. Data backups are performed daily, weekly, monthly and annually. As a way to help reduce the space on the cloud, Orion Software will keep back-ups for 2 years of your Data on separate disks and delete any files (File attachments, e-signature, photos and emails) related to transactions completed and in history that are more than 12 months old.

 

 

1. LIMITATION OF ORION SOFTWARE’S WARRANTY

Orion Software's and its third party providers’ liability for negligence, breach of contract, tort or other causes of action, including fundamental breach, to the extent permitted by applicable laws is limited to payment, upon request, for actual and direct damages of a maximum amount equal to the charge paid by You to Orion Software for the services that caused the direct damages not to exceed the amount equal to one (1) month. Other than the foregoing payment and to the extent permitted by applicable law, under no circumstances shall Orion Software (Or its Third party providers) be liable to You or any third party for any damages, including direct, indirect, special consequential, incidental, economic, exemplary or punitive damages including loss of data, loss of income, loss of profit or failure to realize expected savings arising directly or indirectly from Orion Software (or its providers) negligence or breach of contract (including fundamental breach or otherwise).

SCHEDULE A

Monthly Standard Support Services: Includes the technical support to ensure the normal usage of the services. Price X (may vary by customer)$/user/mth.

Hosting prices: Include access to the cloud infrastructure with the Sirius entreprise suite of applications.

Monthly Elite Support Services: Includes the technical support and covers the “How to” questions, also called simple training requests, the configuration questions or analysis, development request analysis and an Elite service level. The Elite Service level is defined by a faster response time on ticket opened in addition to a monthly review of the tickets through the portal with senior business analyst. Price: X$ (May vary by customer/user/month.

Extra Data storage: As part of this agreement, the CLIENT accept the extra Data Storage fees of 2.50$/Gig/month for disk space of 50 Gigs.

Additional fees: Additional fees will be charged for Work requests approved by the client.