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CUE
<br /> CUES Software Support Agreement Terms and Conditions
<br /> This Software Support Agreement("Agreement")is made and entered into as of the day of ,2019,by and
<br /> between CUES,Inc.("Licensor")having its principal place of business at 3600 Rio Vista Ave,Orlando,FL 32805,and City of
<br /> Everett ("Customer")having its principal place of business at 2930 Wetmore Avenue,Everett,Washington 98201
<br /> WHEREAS,Licensor has licensed to Customer certain software products as specified in the Licensor's Tracking Database which
<br /> derive from,and correspond to,the Customer's Sales Order number issued to Customer by Licensor for the delivery and training
<br /> of specified products and services,and the applicable terms and conditions stated herein.
<br /> WHEREAS,Licensor has introduced a new,next-generation,replacement software called GraniteNet which provides the Customer
<br /> with the intended upgrade path for obtaining all new features,interfaces and enhancements;
<br /> WHEREAS,upon execution of this Agreement,the Customer is encouraged and entitled to upgrade to GraniteNet at the Customer's
<br /> discretion and convenience;
<br /> WHEREAS,Licensor hereby discloses that the CUES Granite XP software product has entered into the sun setting phase of its
<br /> product lifecycle and shall no longer receive new features and enhancements;
<br /> WHEREAS, all references within this Agreement pertaining to software enhancements, updates, upgrades, releases, patches,
<br /> corrections or improvements shall apply only to the GraniteNet software product;
<br /> Licensor shall perform Software Support services on the licensed products pursuant to the terms and conditions of the specific
<br /> Support Plan purchased as described in the attached Exhibit A.
<br /> Software Products Covered such circumstances,correction may occur in a scheduled upgrade to
<br /> The Software Products covered under this Agreement are the the Software.
<br /> Licensor's "Granite" family of Software Products (Granite XP
<br /> and GraniteNet)including the Optional Modules compatible with Notification by Customer
<br /> the specific product purchased by the Customer. Licensor has created a Customer Support Portal where
<br /> comprehensive,Customer-specific information is securely provided
<br /> Service Level Performance including an online system to submit Trouble Tickets. The
<br /> During the term of this Software Support Agreement, Licensor http://support.gnet.us.com Customer Support Portal is the preferred
<br /> shall provide the services necessary to correct any problem or format for problem notification and it is closely monitored by the
<br /> failure of Licensor's software to substantially perform functions support staff. If the Customer is unable to provide the notification
<br /> as described in the applicable software Specifications. Such of an issue via the CUES Customer Support portal
<br /> services shall be accomplished in accordance with the notification (http://support.gnet.us.com), then it may be transmitted by
<br /> process outlined below. telephone,e-mail or fax to one of the following numbers:
<br /> Licensor shall provide service and support from 8:00 AM until Telephone: (800)327-7791
<br /> 5:00 PM EST Monday through Friday,holidays excepted. (407)849-0190
<br /> Fax: (407)425-8469
<br /> Issue Resolution E-mail: GraniteSupport@cuesinc.com
<br /> Licensor endeavors to resolve any and all issues that may arise
<br /> from a single point of contact at its headquarters in Orlando, Receipt of the notification by either method outlined above must be
<br /> Florida. confirmed by both Customer and Licensor and will trigger the
<br /> response time required under the previous paragraph.
<br /> Issues that prevent or substantially interfere with operation of the
<br /> Software for their primary intended purpose, such as those issues Licensor may also provide Customer with a separate telephone
<br /> that can cause loss of data or prevent the product from running shall number that can be allocated to a technical specialist to address a
<br /> be given the utmost priority. specific support issue.
<br /> Upon receipt of notification from Customer,Licensor shall respond Software Improvements and Upgrades under a Support
<br /> within two(2)business days. Depending on the nature of the issue, Agreement
<br /> the appropriate action for resolution will vary. For emergency issues During the term of this Agreement,Licensor shall make available to
<br /> that may revolve around hardware failure, Licensor may, at its Customer any improvements or upgrades to those functions or
<br /> discretion,provide replacement or"loaner"equipment which may features of the Software as described in the CUES Software
<br /> be shipped to the Customer on"Next Day"delivery terms;for more Enrollment and Upgrade Policy in Exhibit B herein.
<br /> complex troubleshooting issues,the search for a workaround will be
<br /> initiated once engineering resources are identified to investigate the Installation of Corrections,Improvements or Upgrades
<br /> root cause of the issue. In either case, the parties shall agree to a Licensor shall provide changes to the Software Products including
<br /> schedule for correction, subject to Licensor continuing to act with without limitation;updates,upgrades,releases,patches,corrections
<br /> reasonable diligence to correct the issue. Where appropriate,under or improvements by Internet download,VPN,physical disk media,
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