CorporateCentral.com Subscription Agreement

CorporateCentral.com Subscription Agreement

CorporateCentral.com products and services ("Services") are provided by Software Progressions Corporation, located at 100 Pine St., Suite 1250 San Francisco, CA 94111 , United States.

By using our Services, you are agreeing to these terms and conditions.

Please read the entire CorproateCentral.com Subscription Agreement ("Agreement").

If you are entering this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions.

You may not access the Services if you are a competitor or for any competitive purpose.

In addition, you may not access the Services for purposes of monitoring availability, performance or functionality or for any benchmarking.

This Agreement was last updated on January 29, 2013.

It is effective between You ("Customer") and Us, Software Progressions Corporation, as of the date and time of You accepting this Agreement.

Services

1.1 Facilities and Data Transfer.

All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Software Progressions Corporation stores and processes its own information of a similar type. Software Progressions Corporation has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Services Software Progressions Corporation may transfer, store and process Customer Data in the United States or any other country in which Software Progressions Corporation or its agents maintain facilities. By using the Services Customer consents to this transfer, processing and storage of Customer Data.

1.2 Modifications to the Services.

Software Progressions Corporation may make commercially reasonable changes to the Services from time to time. If Software Progressions Corporation makes a material change to the Services Software Progressions Corporation will inform Customer, provided that Customer has subscribed with Software Progressions Corporation to be informed about such change.

1.3 Ads.

The default setting for the Services is one that is free of charge and allows Software Progressions Corporation to serve Ads. Customer may change this setting during Sign Up and in the Settings screen. The serving of Ads may revert to the default setting at any time that payment for Ad-Free service cannot be obtained in a timely manner.

Customer Obligations

2.1 Compliance.

Customer will use the Services in accordance with the Acceptable Use Policy. Software Progressions Corporation may make new applications features or functionality for the Services available from time to time the use of which may be contingent upon Customer's agreement to additional terms. In addition, Software Progressions Corporation will make other Non-Software Progressions Corporation Apps Products (beyond the Services) available to Customer and its End Users in accordance with the Non-Software Progressions Corporation Apps Product Terms and the applicable product-specific Software Progressions Corporation terms of service. If Customer desires to enable any of the Non-Software Progressions Corporation Apps Products, Customer can enable or disable them at any time through Corporate Central Cloud Portal.

2.2 Customer Administration of the Services.

Customer may specify one or more Administrators through the Enterprise User Management and Total Relationship Management who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Software Progressions Corporation's responsibilities do not extend to the internal management or administration of the Services for Customer and that Software Progressions Corporation is merely a data-processor.

2.3 End User Consent.

Customer's Administrators may have the ability to access, monitor, use or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer's access, monitoring, use and disclosure of this data and Software Progressions Corporation providing Customer with the ability to do so and (ii) Software Progressions Corporation to provide the Services.

2.4 Unauthorized Use.

Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify Software Progressions Corporation of any unauthorized use of or access to the Services of which it becomes aware.

2.5 Restrictions on Use.

Unless Software Progressions Corporation specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws. Customer is solely responsible for any applicable compliance with HIPAA.

2.6 Third Party Requests.

Customer is responsible for responding to Third Party Requests. Software Progressions Corporation will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own and will contact Software Progressions Corporation only if it cannot reasonably obtain such information.

Payment

3.1 Payment.

All payments due are in U.S. dollars unless otherwise indicated on the Order Page or invoice.

a. Credit Card Orders. Fees for Credit Card orders are due immediately upon order placement. Software Progressions Corporation will bill the credit card provided via the Order Page for all applicable Fees when due. If credit card authorizations or charge attempts are declined, Software Progressions Corporation may immediately revert to ad supported Services disable or cancel the Services in its sole discretion.

b. Invoice Orders. Fees for orders where Software Progressions Corporation issues an invoice are due upon Customer's receipt of the invoice and are considered delinquent thirty days after the date of the applicable invoice.

3.2 Delinquent Payments.

Delinquent payments may bear interest at the rate of one-and-one-half percent per month, or the highest rate permitted by law if less, from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Software Progressions Corporation in collecting such delinquent amounts except where such delinquent amounts are due to Software Progressions Corporation's billing inaccuracies.

3.3 Taxes.

Customer is responsible for any Taxes and Customer will pay Software Progressions Corporation for the Services without any reduction for Taxes. If Software Progressions Corporation is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer unless Customer provides Software Progressions Corporation with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Software Progressions Corporation, Customer must provide Software Progressions Corporation with an official tax receipt or other appropriate documentation to support such payments.

Technical Support Services

4.1 By Customer.

Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer's or End Users' use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Software Progressions Corporation.

4.2 By Software Progressions Corporation.

If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Software Progressions Corporation. Software Progressions Corporation will provide technical support to Customer in accordance its support guidelines and the type of Subscription.

Suspension

5.1 Of End User Accounts by Software Progressions Corporation.

If Software Progressions Corporation becomes aware of an End User's violation of the Agreement, then Software Progressions Corporation may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Software Progressions Corporation's request to Suspend an End User Account, then Software Progressions Corporation may do so. The duration of any Suspension by Software Progressions Corporation will be until the applicable End User has cured the breach which caused the Suspension.

5.2 Emergency Security Issues.

Notwithstanding the foregoing, if there is an Emergency Security Issue, then Software Progressions Corporation may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Software Progressions Corporation Suspends an End User Account for any reason without prior notice to Customer, at Customer's request, Software Progressions Corporation will provide Customer the reason for the Suspension as soon as is reasonably possible.

Confidential Information

6.1 Obligations.

Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.

6.2 Exceptions.

Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

6.3 Required Disclosure.

Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

Intellectual Property Rights; Brand Features

7.1 Intellectual Property Rights.

Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Software Progressions Corporation owns all Intellectual Property Rights in the Services.

7.2 Display of Brand Features.

Software Progressions Corporation may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. Software Progressions Corporation may also display Software Progressions Corporation Brand Features on the Service Pages to indicate that the Services are provided by Software Progressions Corporation. Neither party may display or use the other party's Brand Features beyond what is allowed in this Agreement without the other party's prior written consent.

7.3 Brand Features Limitation.

Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.

Publicity

Customer agrees that Software Progressions Corporation may include Customer's name or Brand Features in a list of Software Progressions Corporation customers, online or in promotional materials. Customer also agrees that Software Progressions Corporation may verbally reference Customer as a customer of the Software Progressions Corporation products or services that are the subject of this Agreement. This section is subject to Section 7.3.

Representations, Warranties and Disclaimers

9.1 Representations and Warranties.

Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use of the Services, as applicable (including applicable security breach notification law). Software Progressions Corporation warrants that it will provide the Services in accordance with the applicable SLA.

9.2 Disclaimers.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. SOFTWARE PROGRESSIONS CORPORATION MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS INCLUDING EMERGENCY SERVICES CALLS OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.

10.1 Agreement Term.

This Agreement will remain in effect for the Term.

10.2 Services Term and Purchases During Services Term.

Software Progressions Corporation will provide the Services to Customer during the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of that Services Term

10.3 Auto-Renewal.

At the end of each Services Term, the Services (and all End User Accounts previously purchased) will automatically renew for an additional Services Term. Customer will pay Software Progressions Corporation the then-current Term Fees for each renewed End User Account unless Customer and Software Progressions Corporation mutually agree otherwise. Customer may alter the number of End User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to Software Progressions Corporation via the Settings screen. If Software Progressions Corporation does not want the Services to renew, then it will provide Customer written notice to this effect at least fifteen days prior to the end of the then current Services Term. This notice of non renewal will be effective upon the conclusion of the then current Services Term.

10.4 Disabling Automatic Renewal.

Customer may disable the automatic renewal option via the Settings screen. If Customer disables this automatic renewal setting, Customer's End User Accounts will revert to free ad supported Services upon the conclusion of the then current term.

10.5 Revising Rates

Software Progressions Corporation may revise its rates for the following Services Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Services Term.

Termination

11.1 Termination for Breach.

Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

11.2 Effects of Termination.

If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) Software Progressions Corporation will provide Customer access to, and the ability to export the Customer Data for a commercially reasonable period of time at Software Progressions Corporation's then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, Software Progressions Corporation will delete Customer Data by removing pointers to it on Software Progressions Corporation's active servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.

Indemnification

12.1 By Customer.

Customer will indemnify, defend, and hold harmless Software Progressions Corporation from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim: (i) regarding Customer Data or Customer Domain Names; (ii) that Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Customer's use of the Services in violation of the Acceptable Use Policy.

12.2 By Software Progressions Corporation.

Software Progressions Corporation will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that Software Progressions Corporation's technology used to provide the Services or any Software Progressions Corporation Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Software Progressions Corporation have any obligations or liability under this Section arising from: (i) use of any Services or Software Progressions Corporation Brand Features in a modified form or in combination with materials not furnished by Software Progressions Corporation, and (ii) any content, information or data provided by Customer, End Users or other third parties.

12.3 Possible Infringement.

a. Repair, Replace, or Modify. If Software Progressions Corporation reasonably believes the Services infringe a third party's Intellectual Property Rights, then Software Progressions Corporation will: (a) obtain the right for Customer, at Software Progressions Corporation's expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.

b. Suspension or Termination. If Software Progressions Corporation does not believe the foregoing options are commercially reasonable, then Software Progressions Corporation may suspend or terminate Customer's use of the impacted Services. If Software Progressions Corporation terminates the impacted Services, then Software Progressions Corporation will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.

12.4 General.

The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

Limitation of Liability

13.1 Limitation on Indirect Liability.

NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

13.2 Limitation on Amount of Liability.

NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO SOFTWARE PROGRESSIONS CORPORATION HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13.3 Exceptions to Limitations.

These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.

Miscellaneous

14.1 Notices.

Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party's legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.

14.2 Assignment.

Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.

14.3 Change of Control.

Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).

14.4 Force Majeure.

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.

14.5 No Waiver.

Failure to enforce any provision of this Agreement will not constitute a waiver.

14.6 Severability.

If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

14.7 No Agency.

The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

14.8 No Third-Party Beneficiaries.

There are no third-party beneficiaries to this Agreement.

14.9 Equitable Relief.

Nothing in this Agreement will limit either party's ability to seek equitable relief.

14.10 Governing Law.

This Agreement is governed by California law, excluding that state's choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

14.11 Amendments.

Any amendment must be in writing and expressly state that it is amending this Agreement.

14.12 Survival.

The following sections will survive expiration or termination of this Agreement: Section 3, 6, 7.1, 11.2, 12, 13, 14 and 15.

14.13 Entire Agreement.

This Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.

14.14 Interpretation of Conflicting Terms.

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Page, the Agreement, and the terms located at any URL. If Customer signs a physical agreement with Software Progressions Corporation to receive the Services, the physical agreement will override this online Agreement.

14.15 Counterparts.

The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

Definitions

"Acceptable Use Policy" means the acceptable use policy for the Services available at //www.CorporateCentral.com or such other URL as Software Progressions Corporation may provide.

"Account Manager" means the Software Progressions Corporation business person working with Customer regarding Customer's purchase of the Services.

"Admin Account(s)" means the administrative account(s) provided to Customer by Software Progressions Corporation for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Software Progressions Corporation will provide to Customer.

"Administrators" mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.

"Ads" means online advertisements displayed by Software Progressions Corporation or 3^rd parties to End Users.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

"Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer's Confidential Information.

"Customer Data" means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.

"Customer Domain Names" mean the domain names owned or controlled by Customer, which will be used in connection with the Services and specified in the Order Page.

"Emergency Security Issue" means either: (a) Customer's use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other customer's use of the Services; or (iii) the Software Progressions Corporation network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

"End Users" means the individuals Customer permits to use the Services.

"End User Account" means a Software Progressions Corporation-hosted account established by Customer through the Services for an End User.

"Export Control Laws" means all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.

"Fees" means the amounts invoiced to Customer by Software Progressions Corporation for the Services as described in an Order Page.

"Help Center" means the Software Progressions Corporation help center accessible at //CorporateCentral.com, or other such URL as Software Progressions Corporation may provide.

"High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.

"Initial Services Term" means the term for the applicable Services beginning on the Service Commencement Date and continuing for 12 months (or, if different, the duration set forth on the Order Page).

"Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

"Non-Software Progressions Corporation Apps Products" means products which are not part of the Services, but which may be accessed by End Users using their End User Account login and password. These includes Apps created by 3^rd parties and made available to Customer and End Users for a fee or free of charge.

"Notification Email Address" means the email address designated by Customer to receive email notifications from Software Progressions Corporation. Customer may change this email address through the Admin Console.

"Order Page" means the online order page Customer completes in signing up for the Services or attached to this Agreement, and which contains: (i) the Services being ordered; (ii) Fees; (iii) number of, and Initial Services Term for, End User Accounts; (iv) the applicable form of payment (e.g. a valid credit card); and (v) Customer Domain Names.

"Service Commencement Date" is the date upon which Software Progressions Corporation makes the Services available to Customer, and will be within one week of Software Progressions Corporation's receipt of the completed Order Page, unless otherwise agreed by the parties.

"Service Pages" mean the web pages displaying the Services to End Users.

"Services" means the applicable Software Progressions Corporation Services (e.g. WAG™ Web Application Genertor, TRM™ Total Relationship Management, EUM™ Enterprise User Management and Cloud Portal™) provided by Software Progressions Corporation and used by Customer under this Agreement.

"Services Term" means the applicable Initial Services Term and all renewal terms for the applicable Services.

"SLA" means the Service Level Agreement located here: //www.Software Progressions Corporation.com/a/help/intl/en/admins/sla.html, or such other URL as Software Progressions Corporation may provide.

"Suspend" means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

"Taxes" means any duties, customs fees, or taxes (other than Software Progressions Corporation's income tax) associated with the sale of the Services, including any related penalties or interest.

"Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of (i) the end of the last Services Term or (ii) the Agreement is terminated as set forth herein.

"Third Party Request" means a request from a third party for records relating to an End User's use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

CorporateCentral.com SLA.

During the Term of the applicable CorporateCentral.com Agreement (the "Agreement"), the CorporateCentral.com Covered Services web interface will be operational and available to Customer at least 99.0% of the time in any calendar month. If Software Progressions Corporation does not meet the SLA, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Service Credits described below. This SLA states Customer's sole and exclusive remedy for any failure by Software Progressions Corporation to meet the SLA.

Definitions. The following definitions shall apply to the CorporateCentral.com SLA.

"Downtime" means, for a domain, if there is more than a five percent user error rate. Downtime is measured based on server side error rate.

"CorporateCentral.com Covered Services" means the WAG™ Web Application Genertor, TRM™ Total Relationship Management, EUM™ Enterprise User Management and Cloud Portal™ components of the Service. This does not include any 3^rd party apps or components.

"Monthly Uptime Percentage" means total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

"Service Credit" only applies to paid subscriptions only and means the following:

Monthly Uptime Percentage Days of Service added to the end of the Service term (or monetary credit equal to the value of days of service for monthly postpay billing customers), at no charge to Customer

Monthly Uptime Percentage	Days of Service added to the end of the Service term at no charge to Customer
< 99.0% - >= 98.0%	3
< 98.0% - >= 94.0%	7
< 94.0%	15

Customer Must Request Service Credit. In order to receive any of the Service Credits described above, Customer must notify Software Progressions Corporation within thirty days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Service Credit.

Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by Software Progressions Corporation to Customer for all Downtime that occurs in a single calendar month shall not exceed fifteen days of Service added to the end of Customer's term for the Service (or the value of 15 days of service in the form of a monetary credit to a monthly-billing Customer's account). Service Credits may not be exchanged for, or converted to, monetary amounts, except for customers who are on CorporateCentral.com monthly billing plan.

SLA Exclusions. The SLA does not apply to any services that expressly exclude this SLA (as stated in the documentation for such services) or any performance issues: (i) caused by factors described in the "Force Majeure" section of the Agreement; or (ii) that resulted from Customer's equipment or third party equipment, or both (not within the primary control of Software Progressions Corporation).