Terms of Service
SOFTWARE SUBSCRIPTION AGREEMENT
This Software Subscription Agreement (“Agreement”) is entered into and effective as of the signature date between HarvestPath Corporation, a California corporation (“HarvestPath”) and Customer.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Definitions.
“Customer Data” means all data or information submitted by Customer, Users, or HarvestPath on the Customer's behalf for the purpose of using the Service or facilitating the Customer’s use of the Service.
“Service” means the HarvestPath Cloud Complete software platform provided by HarvestPath containing online, hosted Web-based software (the “Platform Server”).
“Users” means the Customer, and any employees, consultants or agents of the Customer who are authorized by the Customer to use the Service.
Provision of the Service.
HarvestPath Responsibilities. Regardless of any provision of the SLA (as defined below) or otherwise:
HarvestPath shall make the Service available to Customer pursuant to the terms and conditions set forth in this Agreement. Customer may, from time to time during the term, grant access to the Service to such additional Users in accordance with the provisions of this Agreement.
HarvestPath shall: (i) use good industry standard practice, methods and technology to maintain the security and integrity of the Service; (ii) perform the Service with the best care and skill and in accordance with generally recognized commercial practices and standards in the industry for similar services and provide technical support according to the support plan; and (iii) use commercially best efforts to make the Service generally available at all times, except for: (a) planned downtime of the Platform Server, which shall take place periodically following reasonable notice from HarvestPath; or (b) downtime caused by circumstances beyond HarvestPath’s reasonable control, including computer or telecommunications failures or delays involving hardware or software not within HarvestPath’s possession or reasonable control.
Data Storage and Security. HarvestPath shall implement and maintain appropriate measures in accordance with generally accepted industry standards to (i) store Customer Data; (ii) protect against any anticipated threats or hazards to the security or integrity of Customer Data; and (iii) protect against unauthorized access to the Customer Data.
Professional Services. HarvestPath shall provide the implementation and support services under the Service Level Agreement set forth on Exhibit A (the “SLA”). If Customer requests any additional services other than those stated in the SLA, HarvestPath shall not undertake or perform any additional services unless and until so directed by Customer in writing.
Use of the Service.
Customer Responsibilities. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) obtain and maintain any equipment, including tablets, and ancillary services needed to connect to, access or otherwise use the Service; and (iii) comply with all applicable local, state, federal, and foreign laws in offering the Service.
Use Guidelines. Customer shall not knowingly or intentionally: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) use any Customer Data in violation of any applicable law or privacy policy; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
Fees & Payment.
User Fees. Customer shall pay all fees specified in Exhibit B hereto and the applicable Service invoice. Except as otherwise provided, all fees are quoted in United States dollars. Except as provided for in this Agreement, Fees are non-refundable.
Invoicing & Payment. Fees for the Service will be due on the Effective Date and otherwise in accordance with the terms set forth in the relevant invoice (“Fees”). Unless otherwise stated in the Agreement, Fees are due on receipt from the date Customer receives an invoice from HarvestPath for such fees.
Suspension of Service. If Customer's account is 60 days or more overdue, in addition to any of its other rights or remedies, HarvestPath reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.
Taxes. Unless otherwise stated, HarvestPath's Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all applicable Taxes due upon the Fees, excluding taxes based on HarvestPath's income or general business operations (e.g., employee tax withholdings, etc.).
Proprietary Rights.
Reservation of Rights by HarvestPath. Other than as expressly set forth in this Agreement, this Agreement does not grant to Customer any (i) license or other rights in or to the HarvestPath name, the HarvestPath logo, the HarvestPath domain name, or any other HarvestPath trademark or service mark; or (ii) ownership rights in any HarvestPath technology, software, hardware, products, processes, algorithms, user interfaces, know-how, trade secrets, techniques, designs, inventions or other tangible or intangible technical material or information (collectively, "HarvestPath Technology"), and of which are hereby expressly reserved to HarvestPath.
Restrictions. Customer shall not (i) create Internet "links" to or from the Service, or "frame" or "mirror" any content forming part of the Service, other than on Customer's own intranets or otherwise for its own internal business purposes; or (ii) directly or indirectly, disassemble, reverse engineer, decompile, or otherwise attempt to derive source code, object code or underlying structure, ideas, know-how, algorithms or other trade secrets relevant to the Service.
Customer Data. As between HarvestPath and Customer, all Customer Data is owned exclusively by Customer. Customer Data shall be considered Confidential Information. HarvestPath may collect and use data derived from Customer Data and Customer’s use of the Services in order to operate, analyze, support, and improve the Services and related offerings. Notwithstanding the foregoing, Licensor may create and use aggregated, anonymized data sets (“Aggregated Data”) that are derived from Customer Data, provided that such Aggregated Data (i) does not identify Customer or any individual, and (ii) cannot reasonably be used to re-identify such data. HarvestPath may use and disclose such Aggregated Data for any lawful business purpose, including but not limited to product development, benchmarking, research, analytics, and commercial purposes.
Except for those express licenses granted hereunder, HarvestPath shall not gain by virtue of this Agreement any rights of any other intellectual property or proprietary rights in the Customer Data.
Confidentiality.
Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) is aggregate data at the industry level that does not uniquely identify customers or individuals; (iii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iv) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (v) is received from a third party without breach of any obligation owed to the Disclosing Party.
Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.
Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information.
Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 6, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
Warranties & Disclaimers.
Warranties.
Each party represents and warrants to the other that it has the legal power to enter into, deliver and perform this Agreement.
Customer represents and warrants that (i) it has the legal right and authority, and will continue to own or maintain the legal right and authority, during the term of the Agreement, to provide and use (itself and through the Service) the Customer Data, or other content provided by Customer, in conjunction with the Service; and (ii) the performance of its obligations and use of the Service will not violate any applicable laws, regulations or this Agreement.
HarvestPath represents, warrants and covenants to Customer that (i) it has the full corporate power, right, and authority to grant the rights provided in this Agreement, and to perform each and every covenant and agreement herein contained; (ii) the Service will comply in all material respects with the Agreement; and (iii) the Service does not contain any virus, worm, Trojan horse, back-door, or any disabling, shut-down, time lock, or timeout device or any other disruptive, damaging or corrupting code or feature that could adversely affect the full performance of the Service, or that could adversely affect the full performance and functionality of any software, firmware, hardware, computer system or network of Customer.
Third Party Providers. Customer acknowledges that the Service may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. HarvestPath makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not HarvestPath. HarvestPath recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. HarvestPath does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Service.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BOTH PARTIES HEREBY SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Indemnification.
Indemnification by HarvestPath. HarvestPath shall defend, indemnify and hold harmless Customer, its officers, directors, employees, contractors, and agents from and against any liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) incurred in connection with any and all actions, claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the Service infringes or violates the patents or copyrights of a third party under the laws of the United States.
Remedies for Infringement. If the Service is determined in HarvestPath’s reasonable opinion or by a court of competent jurisdiction to constitute an infringement of any patent, copyright, trade secret, or other intellectual property or proprietary right of a third party and Customer’s use thereof is enjoined, HarvestPath will, at its sole option and cost, either: (i) procure for Customer the right or license to continue to use the Service free of the infringement Claim, (ii) modify the Service to make it non-infringing while remaining in compliance with the Service Description, or (iii) terminate this Agreement upon 30 days notice to Customer and refund to Customer any pre-paid Fees for Service not rendered (on a pro-rata basis notwithstanding any other provision of this Agreement to the contrary).
Indemnification by Customer. Customer shall defend, indemnify and hold harmless HarvestPath, its officers, directors, employees, contractors, and agents from and against any Claims made or brought against HarvestPath by a third party alleging that the Customer Data infringes or violates the patents or copyrights of a third party under the laws of the United States or use of the Service (by Customer or Users) in accordance with this Agreement violates applicable laws, regulations.
Limitations. The party seeking indemnification (the “Indemnified Party”) shall (i) promptly notify the other party hereto (the “Indemnifying Party”) of any Claims of which it becomes aware; (ii) give Indemnifying Party sole control of the defense and settlement of the Claim; provided that the Indemnified Party shall have the right at its own expense to retain counsel of its own choosing to participate in the defense of any such Claim; and (iii) provide to Indemnifying Party, at the Indemnifying Party’s sole cost, all reasonable assistance in connection with a Claim. If the Indemnifying Party fails to assume the defense of a Claim and defend the Indemnified Party as required by this Section, then the Indemnified Party shall be entitled to defend the Claim with counsel of its own choosing at the expense of, for the account of, and at the risk of the Indemnifying Party.
Limitation of Liability.
Limitation of Liability. EXCEPT FOR THE OBLIGATIONS UNDER ARTICLE 8 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO HARVESTPATH UNDER THE AGREEMENT FOR THE SIX MONTHS PRIOR TO THE CLAIM, OR (B) $1,000,000.
Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Term & Termination.
Term of Agreement. This Agreement commences on the Effective Date and continues for twelve (12) months (the “Term”), and shall automatically renew for successive twelve (12) month periods unless either party gives written notice to the other party at least sixty (60) days prior to the end of such period.
Termination. A party may terminate this Agreement for cause upon 30 days written notice of a material breach to the other party by notifying the other after the expiration of the 30-day cure period if the defaulting party has not cured the breach.
Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any Fees validly accrued or payable to HarvestPath prior to the effective date of termination. HarvestPath shall promptly return Fees to Customer that were not accrued or payable to HarvestPath prior to the effective date of a HarvestPath termination without material breach.
Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 6 through 11.
General Provisions.
Entire Agreement. This Agreement, together with its Exhibits, is the entire agreement between the Parties and supersedes any prior or contemporaneous understanding between the Parties.
Amendments and Waiver. This Agreement may only be amended or modified in a writing signed by authorized representatives of each Party. No provision of this Agreement may be waived unless such waiver is in writing and signed by an authorized representative of the Party to be charged. The failure of either party to enforce at any time any provision hereof shall not be construed to be a waiver of such provision or of the right thereafter to enforce each and every provision. No waiver by either party to this Agreement, either express or implied, of any breach of any term, condition, or obligation of this Agreement, shall be construed as a waiver of any subsequent breach of that term, condition, or obligation or any other term, condition, or obligation of this Agreement. Other than as expressly stated herein, the remedies provided herein are cumulative and in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Relationship of the Parties. HarvestPath is an independent contractor, and nothing in this Agreement shall be construed as creating partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties or between Customer and HarvestPath’s employees. HarvestPath shall pay all costs required to be paid for its employees, including without limitation unemployment insurance premiums, workers’ compensation insurance, and similar obligations.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and Customer franchisees, and no third-party beneficiaries are intended or shall have any rights hereunder.
Assignment. This Agreement shall not be assignable by a Party without the prior express written consent of the other Party, including any assignment by operation of law. Notwithstanding the foregoing, HarvestPath may assign this Agreement without the consent of Customer in connection with an acquisition of HarvestPath by (i) merger where unrelated third parties own a majority of the resulting equity, (ii) sale of a majority of its equity to unrelated third parties (other than in connection with a bona fide financing), or (iii) a sale of substantially all of its assets to an unrelated third party.
Successors and Assigns. Subject to the restriction on assignment set forth herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
Force Majeure. Neither party shall have any liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of such party or any other party), failure of a utility service or transport or telecommunications network, act of God, public health emergency, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the other party is notified of such an event and its expected duration.
Export Control Laws. Each party shall comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement.
Notices. All notices required or permitted under this Agreement shall be made in writing and shall sent to the address set forth at the beginning of this Agreement, unless a Party provides in writing a different address for notice. Notice by email shall be effective provided that the sender has proof of delivery. Notice by overnight air courier shall be effective upon receipt.
Governing Law and Venue. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement may be instituted in the federal or state courts located in Contra Costa County, California. Such location shall be the exclusive jurisdiction for any action, proceeding or lawsuit, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding or dispute.
Attorneys’ Fees. In the event any suit or action is instituted to enforce or interpret any of the terms of this Agreement, the prevailing Party shall be entitled to its reasonable attorney fees.
Severability. If any provision, term, condition, covenant, restriction, or other portion of this Agreement shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining portion of this Agreement will remain in full force and affect, unless enforcement of the remainder of this Agreement would be unreasonable or unfair to either party under the circumstances.
Time of Essence. Time is of the essence of this Agreement.
Headings. Headings used herein are for convenience only, and shall not be construed as a part of, or affect the construction or interpretation of, any provision of this Agreement.
Counterparts. This Agreement may be executed in counterparts and delivered by facsimile, email, or other means of electronic transmission, which taken together shall form one legal instrument. Exact copies (photocopies, facsimiles, etc.) of signatures shall have the same force and effect as originals.
Exhibits. The following is a list of Exhibits to this Agreement:
Exhibit A – Service Level Agreement
Exhibit B – Order Form
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written below.
HarvestPath Company
Customer By:
Name: Tom Richards
Title: Chief Executive Officer
Customer Name:
By:
Name:
Title:
Effective Date:
EXHIBIT A
SERVICE LEVEL AGREEMENT
This Exhibit A constitutes the service level agreement (the “SLA”) for the Services provided for in the Agreement and relates to and is incorporated in the Agreement. Capitalized terms not defined in Section 1 below have the same meaning set forth elsewhere in the Agreement.
Definitions
“Business Days” means Monday through Friday excluding federal bank holidays.
“Business Hours” shall mean hours occurring between 8 a.m. and 6 p.m. Pacific Time occurring during Business Days.
“Content Updates and Application Upgrades Downtime” means any period of Downtime during Service Hours in which Customer requests HarvestPath to perform content updates or application upgrades.
“Customer Technical Support Contacts” means those individuals identified by Customer to be contacted when a Service Outage occurs.
“Downtime” means any period of time during Service Hours in which any User is entitled to access but is unable to transmit or receive information from the Hosting Environment due to a problem with the Hosting Environment.
“Hosting Environment” means hardware and software that is controlled and monitored directly by HarvestPath for Customer.
“Implementation Services” means implementation, data migration, configuration, and other set-up services for the HarvestPath Cloud Complete software platform.
“Network Software” means any Customer Applications and any Third Party Software.
“Optional Software” means any software used by Customer that is not Network Software. This software may be purchased by Customer or by HarvestPath for Customer.
“Problem” means a failure of the Hosting Environment to function properly.
“Problem Report” means a written report delivered to HarvestPath identifying a Problem.
“Problem Severity” shall have meaning as set forth below:
“Severity 1 Problem” means a Problem that causes a catastrophic failure of the Hosting Environment or renders the Hosting Environment inoperative by any User such that no business can be conducted using the Hosting Environment.
“Severity 2 Problem” means a Problem that causes the performance of the Hosting Environment to be substantially degraded, directly affecting Customer’s business, but where all or substantially all Users can still use the Hosting Environment.
“Severity 3 Problem” means a Problem in which certain elements of usability are impacted but most operations of the Hosting Environment function normally.
“Scheduled Downtime” means (i) upgrades of hardware or software, (ii) upgrades to increase capacity, and (iii) other activity to maintain or improve the systems supporting Customer, including any reconfiguration of the Hosting Environment requested by Customer, for which Customer has been given forty-eight (48) hours advance notice. HarvestPath will use commercially reasonable efforts to ensure that Downtime will be scheduled during non-peak usage hours.
“Service Hours” means 24 hours a day, 7 days a week, excluding, Scheduled Downtime, and Content Updates and Application Upgrades Downtime.
“Service Outage” means any period of Downtime experienced by multiple Users during Service Hours, that is not related any of the following:
Any content or code update to the Network Software performed or approved by Customer;
Suspension of the Services for performance of illegal activities, spamming, or virus propagation by Customer;
Virus, worm, Trojan horse, or other contaminating or destructive feature contained in Customer Data;
Scheduled Downtime;
Diagnostic periods requested by Customer;
Content Updates and Application Upgrades Downtime;
Equipment, software, and services not under HarvestPath’s direct control, including, but not limited to, Internet services (including NAPs and MAEs), and Value Added Networks (VANs) services;
Reconfigurations of the Hosting Environment requested by Customer;
Failure of backend external, private, or VPN connections required by the Hosting Environment or Customer
Attacks including, but not limited to, denial of services, viruses and hacking that are due to Customer’s policies, actions or negligence;
Non-production environments including, but not limited to, development, testing, and staging environments;
Substantially greater than expected demand for access that was not communicated to HarvestPath in writing with fifteen (15) days notice, including unusually large increases in the user community and substantial changes in existing user behavior due to Customer promotions;
Any Third Party Services; or
Any other cause which is outside of HarvestPath’s reasonable control.
“Technical Support Channels” means the manner in which Customer must communicate a Problem Report.
“Third Party Services” means any service that is required to operate a portion of the Network Software and/or Optional Software that is outside the direct control of HarvestPath. An example includes, but is not limited to, Customer’s point of sale system.
“Third Party Software” means the software that HarvestPath customarily provides in connection with the services.
Scope of Services.
Implementation Services. HarevstPath will provide Implementation Services to enable the Customer’s initial set up on the HarvestPath Cloud Complete software platform.
Environment. HarvestPath will initially provide the Services to Customer using the Hosting Environment for the Platform Server. HarvestPath will provide Customer prior notice of any planned changes to the Hosting Environment that may impact Customer.
Third Party Software. HarvestPath shall license and pay all fees associated with the license of Third Party Software used as part of the Services. For the avoidance of doubt, HarvestPath shall not provide Customer with any rights to any Third Party Software after termination of the Services.
Connections. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform Server, including, without limitation, tablets, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service, excluding the Hosting Environment (collectively, “Customer Equipment”). Customer shall also be responsible for maintaining the security of the Customer Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or the Customer Equipment with or without Customer’s knowledge or consent.
Third Party Agreements. Customer is responsible for contracting for, maintaining, and paying all costs associated with any Third Party Services or Optional Software. HarvestPath must approve the use of any Third Party Services or Optional Software in the HarvestPath Hosting Environment.
Availability. HarvestPath will use commercially reasonable efforts to maintain an availability level in its Hosting Environment sufficient to operate the Service at reasonable levels.
Detection of Service Outage. HarvestPath will use commercially reasonable efforts to monitor the Hosting Environment and promptly record any Service Outage detected and notify Customer Technical Support Contacts based on the Problem Severity within the response times set forth below. HarvestPath will make commercially reasonable efforts to resolve each Problem reported under the terms of the Agreement that is found by HarvestPath to be due to a defect or error in the Hosting Environment. If the Problem reported by Customer is not due to a problem in the HarvestPath Hosting Environment, HarvestPath will so notify Customer.
Response Time. HarvestPath shall respond to the Problem Report according to the Response Times described in the sections below, using the Technical Support Channels.
Severity 1 Problems. HarvestPath will begin to investigate Severity 1 Problems within one (1) Business Hour of receiving the Problem Report.
Severity 2 Problems HarvestPath will begin to investigate Severity 2 Problems within three (3) Business Hours of receiving the Problem Report.
Severity 3 Problems HarvestPath will begin to investigate Severity 3 Problems within one (1) Business Day of receiving the Problem Report.
EXHIBIT B
FEES
This Exhibit B constitutes the initial Fees for the Service provided for in the Agreement and relates to and is incorporated in the Agreement. Capitalized terms not defined below have the same meaning set forth elsewhere in the Agreement. If HarvestPath and Customer subsequently enter into a Master Agreement that addresses Fees for the Service, the terms of the Master Agreement shall control.
Monthly Fee: $____________