SOFTWARE MAINTENANCE AND OTHER SERVICES AGREEMENT

The terms and conditions referenced herein and the applicable Invoice, Order Form, Statement of Work, or other ordering document constitute altogether, one binding legal agreement (collectively, the “Agreement”) between the customer specified on the applicable Invoice or Order as of the “Effective Date” (referred to herein as the “Effective Date”) stated on the Invoice or Order and Travis Software, Inc.. In the event of a conflict between the terms of these Software Maintenance and Other Services Agreement, the referenced terms and conditions in the Invoice or Order or Statement of Work, then the Invoice, Order or Statement of Work shall control only to the extent necessary to resolve a direct conflict.

Definitions.

1.1. “Error” means a material, verifiable and reproducible error in the Licensed Software from the requirements and specifications thereof.

1.2. “Error Correction” means the correction implemented by Travisoft in respect of an Error.

1.3 “Licensed Software” means the software that is currently licensed by Travisoft to Customer pursuant to the Agreement.

1.4. “Statement of Work” means a document that is executed by the Parties under this Agreement under pursuant to which Travisoft shall provide professional services to Customer.

1.5. “Third Party” means a person who is not a Party to this Agreement.

1.6. “Third Party Software” means software owned by a Third Party other than a Travisoft subcontractor that is or may be used by Travisoft or incorporated into the Licensed Software by Travisoft.

2. Services

2.1. Maintenance Services. Travisoft shall provide the following Maintenance Services during the Annual Maintenance Term.

5.1.1. Travisoft will provide Customer with telephone, and/or electronic support access to a help desk from Monday through Friday, 8:00 a.m. to 6:00 p.m. Central Time, US holidays excluded, to report technical issues and questions in the operation of the Licensed Software.

5.1.2. Travisoft will use commercially reasonable efforts to support the Licensed Software by:

5.1.5.1. Error diagnostics/troubleshooting;

5.1.5.2. Responding to Software functionality questions that are not covered in the Documentation; and

5.1.5.3. Problem determination including the identification of problems as related to the Licensed Software, network, or Customer computer, or internet connection.

Travisoft is under no obligation to provide the foregoing support services for non- Licensed Software related problems in connection with the Maintenance Fee, however, Travisoft may, at Customer’s request, provide non-Licensed Software related professional services at its then current professional services rate.

5.1.3. Travisoft will use commercially reasonable efforts to correct all verifiable and reproducible Errors in the Licensed Software reported by Customer in writing to Travisoft and will utilize remote diagnostic procedures whenever possible for Error diagnosis and Error Correction.

5.1.4. Travisoft shall provide Customer with Updates that Travisoft offers to other Licensed Software licensees. All such Updates are issued by Travisoft in its sole discretion and shall become part of the Licensed Software for the purposes hereof.

5.1.5. Travisoft may prepare and offer Upgrades to Travisoft has, however, no obligation to provide cost-free Upgrades to License.

2.2. Maintenance Exclusions. Travisoft shall have no obligation to provide Maintenance Services to any person other than Customer’s authorized account holders, and support personnel trained on the Licensed Software . Travisoft shall have no responsibility or liability of any kind hereunder for any:

5.2.1. Version of the Licensed Software other than the currently installed version supported and maintained by Travisoft

5.2.2. Errors not reported by Licensee in writing to Travisoft or reported to Travisoft after termination of this Agreement.

5.2.3. Errors resulting from misuse, negligence, revision, modification, or improper use of all or any part of the Licensed Software; or caused by Third Party Software or Licensee’s or other third-party products.

5.2.4. Issues or Errors arising from Licensed Software in via a virtual machine.

5.2.5. Advantage Database Server

5.2.6. Problems caused by: (i) Internet connection issues or failures; (ii) improper browser usage; (iii) Licensee’s failure to provide a suitable operating environment, (iv) non- employee usage, or (v) discontinuation of Maintenance Services.

5.2.6. Data or data input, output, accuracy, and suitability, which shall be deemed under Licensee’s exclusive Data integrity, storage, and back-up of data not hosted by Travisoft and any use of or reliance on data or data output are Licensee’s sole responsibility.

2.3. Additional Services. Travisoft shall provide Customer with additional services not otherwise contemplated herein in accordance with an executed Statement of Work, with such services being subject to Travisoft’s then current professional services rates. In the event that Travisoft agrees to provide configuration services or to develop any customizations pursuant to this Agreement, such configurations and customizations and any intellectual property rights therein shall be exclusively owned, held, and/or retained by Travisoft.

3. Fees

3.1. Customer will pay all annual maintenance fees (“Annual Maintenance Fees”), and other fees (“Other Fees”, and together with Annual Maintenance Fees, the “Fees”) stated on the attached invoice. In the event that Customer agrees to obtain services from Travisoft to be paid for at professional services rates, the Fees for such services shall be at Travisoft’s then prevailing professional service rates.

3.2. Invoices for Annual Maintenance Fees shall be rendered to Customer annually. Customer shall pay all Fees within thirty (30) days of receipt of any such invoice. Overdue accounts shall be charged interest at a rate that is the greater of 5% per month, compounded monthly, or such rate as is the maximum allowable under applicable law.

3.3. If a Statement of Work specifies that Customer will pay Travisoft’s expenses to provide Services under such Schedule or Statement of Work, Customer will reimburse Travisoft for such expenses, including travel, lodging, meal and related expenses incurred by Travisoft, as are documented by receipts available for presentment to Customer or are authorized approved and applicable for reimbursement under the terms of the Schedule or Statement of Work giving rise to them.

4. Taxes

Customer shall be solely responsible for payment of any and all taxes (including without limitation sales, use and intangible taxes) resulting from Customer’s acceptance of this license and Customer’s possession and use of the Materials.

Travisoft reserves the right to have Customer pay any such taxes to Travisoft as they come due for remittance to the appropriate authority. Customer agrees to hold harmless and indemnify Travisoft harmless with respect to all actions, judgments, claims, liabilities and expenses arising from or in connection with Customer’s failure to report or pay such taxes.

8.4. TRAVISOFT MAKES NO (AND DISCLAIMS ALL) REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

9. Limitations of Liability

9.1. The cumulative liability of Travisoft for all claims related to this Agreement and the products and services provided pursuant to this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount paid to Travisoft hereunder within the 12 months preceding such claim. The foregoing limitation shall not apply to any claim for any acts constituting gross negligence or willful misconduct.

9.2. Exclusion. In no event shall either party be liable for: any loss of profits; loss of revenues; any cover damages; and incidental, special, exemplary, or consequential damages; or any claims or demands brought with respect to the foregoing, even if such party has been advised of the possibility of such claims or demands.

10. Term

10.1. Term. The Term of this Agreement will begin on the Effective Date and will remain in force for one year thereafter (“Initial Term”) and shall automatically renew for successive one (1) year periods thereafter unless Travisoft or Customer shall provide at least ninety (90) days’ notice of intent not to renew.

10.2 Termination. This Agreement may be terminated upon thirty (30) days prior written notice in the event either party fails to comply with any term or condition of this Agreement, and such failure or breach remains un-remedied for thirty (30) days after written notice of such failure or breach is given to the breaching party.

11. General

11.1. Assignment. No portion of this Agreement may be assigned or transferred by Customer and any attempt to do so shall be null and void.

11.2. Partnership. Nothing herein contained shall be construed as creating a partnership or joint venture by or between the Parties.

11.3. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

11.4. Severability. Any provision of this Agreement held or determined by a court (or other legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.

11.5. Entire Agreement. This Agreement together with the Schedules and Exhibits attached hereto or entered into hereunder together constitute the entire agreement and understanding of the Parties with respect to the subject matter hereof, and is intended as the Parties’ final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral, and may be amended or modified only by an instrument in writing signed by both Parties.

11.6. Remedies Cumulative and Nonexclusive. Unless otherwise stated herein, all remedies provided for in this Agreement shall be cumulative, nonexclusive and in addition to, but not in lieu of, any other remedies available to either Party at law, in equity, or otherwise.

11.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION.

11.8. Notices. All notices and other communications hereunder shall be effective if and only if in writing and delivered personally, transmitted by facsimile which the sender’s facsimile machine indicates has been sent (in the case of an addressee whose facsimile number is supplied), sent by Federal Express or similar courier for next business day delivery, or mailed by registered or certified mail (return receipt requested), charges or postage prepaid, to the addressee at the address that shall most recently have been designated, by effective notice hereunder from the addressee to the sender, as the addressee’s desired address for notices hereunder (or, prior to any such notice, at the address for the addressee set forth below):

(a) if to Travisoft, to:

Travis Software, Inc.
Attention: Lyndon Koopmans
127 Osigian Boulevard
Warner Robins, Ga. 31088
With a copy to: debra.dallmeyer@travisoft.com

(b) if to Customer, to: address provided in Order/Invoice

Unless otherwise provided, written notices so delivered, transmitted, sent or mailed shall be effective on the earlier of (x) actual delivery, (y) the date of transmission, if by facsimile, or (z) as applicable, either (i) the first business day following the date of deposit with a qualified courier service or (ii) the third business day following the date of deposit with the United States Post Office or in a regularly maintained receptacle for the deposit of United States Mail. Any refusal to accept delivery of any such communication shall be considered successful delivery thereof.

11.9. No Waiver. Any failure by either Party to detect, protest, enforce, or remedy any term, condition, or breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such Party at any time to avail itself of its rights or such remedies as it may have to enforce any term, condition or breach or breaches of such term or condition. A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other Party.

11.10. Amendments. Any amendments, revisions of or supplements to the terms of this Agreement must be made through written documents signed by the authorized representatives of both Parties to the Agreement to be an effective part of this Agreement. If any amendments, revisions or supplements conflict with the terms of this Agreement, the amendments, revisions or supplements will prevail.

11.11. Attorneys’ Fees. In the event of any action, arbitration, claim, proceeding or suit between Customer and Travisoft seeking enforcement of any of the terms and conditions of this Contract, the prevailing party in such action, arbitration, claim, proceeding or suit will be awarded its reasonable costs and expenses, including its court costs and reasonable attorneys’ fees.

Version updated March 12, 2024