Terms of Service

Software as a Service (SaaS) Agreement

This Mind Computing, Inc. SaaS Agreement (“Agreement”) is made and entered into on this date [TODAY’S DATE] by and between Mind Computing, Inc. (“Mind Computing, Inc.” or “Party), and the person or entity (“Customer” or “Client” or “Subscriber” or “Party”) identified as the user of the software.

The Parties hereto agree as follows:

1. Purpose

The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide an intuitive web-based application (“the software”) that supports interoperability of clinical terminology standards as a service by Mind Computing, Inc. Mind Computing, Inc. acknowledges that the data that is provided by the Customer is owned by the customer and Mind Computing, Inc. has no rights to the Customer owned data. Upon written notice, Mind Computing, Inc. may enhance, modify or change the software or services provided based on a pre-defined schedule. Customer agrees to all changes as Mind Computing sees fit.

2. Term and Termination

Term. This agreement is effective when signed by Customer and Mind Computing, Inc. representatives (“Effective Date”). This Agreement and the license granted hereunder shall remain in effect for the term set forth in the order form or until terminated // of one (1) year each unless either Party shall give notice of cancellation at least thirty (30) days prior to the expiration of the original term. This agreement automatically renews at the end of the 1 year term for another 1 year term.

Termination. Customer may terminate this Agreement by ceasing to use and destroying all copies of the software, and documentation. Customer agrees not to access the Mind Computing, Inc. software after the termination of this agreement.

If Customer fails to perform or observe any material term or condition of this Agreement and the failure continues unremedied for seven (7) days after receipt of written notice, Mind Computing, Inc. may terminate this Agreement, or where the failure is a nonpayment by Customer of any charge when due, Mind Computing, Inc., may, at its option, terminate or suspend services with or without any notice. (See Exhibit B)

If Customer fails to perform or observe any material term or condition of this Agreement and the failure continues unremedied for thirty (30) days after receipt of written notice, Mind Computing, Inc. may terminate this Agreement; provided, however, that where the breach is the failure of payment by Customer of any charge when due, Mind Computing, Inc., may, at its option, terminate or suspend services if Customer does not cure said breach within seven (7) days following notice to Customer of the delinquency.

Mind Computing, Inc. may terminate this Agreement, effective immediately, if Customer files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Customer shall cease using and destroy all copies of the software, access servers running Mind Computing software and Documentation. No expiration or termination shall affect Customer’s obligation to pay all license fees that may have become due before such expiration or termination or entitle Customer to any refund.

Customer shall be responsible for payment of all charges under a terminated Agreement incurred as of the effective date of termination.

3. Billing and Payment

Payments are due in advance annually in the manner set forth by Mind Computing, Inc. and are non-refundable, except as may be expressly set forth herein. Service will not start or continue until the payment is received. Any renewal of the license or maintenance and support service (See Exhibit A) hereunder shall not be effective until the fees for such renewal have been paid in full. Service will be terminated if payments are not received within the terms, after serving a seven days notice via email or fax.

4. SAAS Services

4.1- During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS services provided by Mind Computing, Inc solely for your internal business operations subject to the terms of this Agreement.

4.2 – Customer acknowledges that this Agreement is a service agreement and Mind Computing, Inc. will not be delivering copies of the software to Customer as part of the SaaS services.

4.3 – Scope

Subject to and conditioned upon Customer’s payment of license fees and Customer’s compliance with all terms and conditions set forth in this Agreement, Mind Computing, Inc. hereby grants to Customer a personal, non-exclusive, non-transferable license during the term of this Agreement to use all software and related documentation provided by Mind Computing, Inc. (“Licensed Material”), which may be furnished to customer under this Agreement. Customer agrees to use commercially reasonable efforts to ensure that its employees and users of all Licensed Material hereunder comply with the terms and conditions set out in this Agreement. Customer also agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent to the Licensed Material. All Licensed Material furnished to Customer under this Agreement shall be used by Customer only for Customer’s internal business purpose, shall not be reproduced or copied in whole or in part, and shall not be removed from the United States. Customer agrees that the Mind Computing is only giving the license to use their software and the software provided by Mind Computing may require the Customer to have or get additional licenses, such as but not limited to, SNOMED CT, LOINC, Rx-Norm, etc. Customer agrees to have current, active and valid licenses for all clinical terminologies they use with Mind Computing’s software. If the Customer fails to have the legal rights to use the above licenses, then Customer will indemnify Mind Computing if any of the other parties asserts a claim against Mind Computing.

This Agreement grants Customer the right, exercisable solely by and through Customer’s authorized users, to access and use Mind Computing’s software in accordance with the licensing model and associated licensing terms purchased by the Customer from Mind Computing. In addition to the foregoing, the Customer agrees to use the purchased licenses within their organization and further agrees not to share licenses or access credentials to Mind Computing’s software with any third party. All copies, downloads, data models or business process models of the software made by the Customer (i) will be the exclusive property of Mind Computing, Inc; (ii) will be subject to the provisions of this Agreement; and (iii) must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

5. Restrictions

Customer shall not, and shall require authorized user not to, directly or indirectly (i) use (including make any copies of) the software or documentation beyond the scope of the license granted under this Agreement; (ii) except as may be permitted by this Agreement and strictly in compliance with its terms, provide any other person, including any subcontractor, independent contractor, affiliate, or service provider of Customer, with access to or use of the software or documentation; (iii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the software or documentation or any part thereof; (iv) combine the software or any part thereof with, or incorporate the software or any part thereof in, any other programs; (v) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the software or any part thereof; (vi) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the software or documentation, including any copy thereof; (vii) except as expressly set for in this Agreement, copy the software or documentation, in whole or in part; (viii) rent, release, lend, sell, sub license, assign, distribute, publish, transfer, or otherwise make available the software, or any features or functionality of the software, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; (ix) use the software or documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including (a) power generation systems, (b) air craft navigation or communication system, air traffic control systems, or any other transport management system, (c) safety-critical applications, including medical life support systems, vehicle operation applications, or any police, fire, or other safety response system, and (d) military or aerospace applications, weapons systems, or environments; (x) use the software or documentation in violation of any law, regulation, or rule; or (xi) use the software or documentation for purposes of competitive analysis of the software, the development of a competing software product or service, or any other purpose that is to Mind Computing’s commercial disadvantage.

6. Responsibility of Use of Software

Customer is responsible and liable for all uses of the software and documentation through access thereto provided by Customer, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Customer is responsible and liable for all actions and failures to take required actions with respect to the software and documentation by its authorized users or by any other person to whom Customer or an authorized user may provide access to or use in violation of the software and/or documentation, whether such access or use is permitted by or of this Agreement. Customer is solely responsible for the content of communications or data generated by Mind Computing, Inc.’s service or software, and shall defend, indemnify and hold harmless Mind Computing, Inc. from and against all liabilities and costs (including reasonable attorneys’ fees) arising from any and all third party claims by any person based upon the content of any such communications. Customer is not permitted to resell the services. Customer shall use the service only for lawful purpose. To the extent deemed necessary by Customer, Customer shall implement security procedures necessary to limit access to the services to Customer’s authorized users and shall maintain a procedure external to the services for reconstruction of lost or altered files, data, or programs.

7. Representations and Warranties

General. Each Party represent and warrants that is has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound.

Compliance with the Laws. Each Party represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery, and performance of this Agreement. Each Party shall, at its own expense, comply with all laws, regulations and other legal requirements that apply to it and this Agreement, including copyright, privacy and communications decency laws.

Acceptable Use. Customer is solely responsible for the content of any postings, data, or transmission using Mind Computing, Inc.’s services, or any other use of Mind Computing, Inc.’s services by the Customer. Customer represents and warrant that it will (i) not use the services in a manner that (a) is prohibited by any law or regulation, or to facilitate the violation of any law or regulation, or (b) will disrupt a third parties’ similar use or licensed materials; (ii) not violate or tamper with the security of any Mind Computing, Inc. computer equipment or program. If Mind Computing, Inc. has reasonable grounds to believe that Customer is utilizing the services for any such illegal or disruptive purpose Mind Computing, Inc. may suspend the services immediately with or without notice to Customer. Mind Computing, Inc. may terminate the Agreement if Customer in fact fails to adhere to the foregoing acceptable use standards.

DISCLAIMER. THE WARRANTIES SET FORTH ARE THE ONLY WARRANTIES MADE BY MIND COMPUTING, INC. MIND COMPUTING, INC. MAKES NOT OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY RELATED SERVICE OR SOFTWARE. MIND COMPUTING, INC. HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. NO ORAL OR WRITTEN INFORMATION GIVEN BY MIND COMPUTING, INC., ITS EMPLOYEES, LICENORS, OR THE LIKE WILL CREATE A WARRANTY. WITHOUT LIMITATION TO THE FOREGOING, MIND COMPUTING, INC. PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

8. Limitation of Liability

YOU EXPRESSLY AGREE THAT USE OF MIND COMPUTING, INC.’S SOFTWARE IS AT YOUR SOLE RISK. NEITHER MIND COMPUTING, INC., NOR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF MIND COMPUTING, INC.’S SOFTWARE DOES NOT MAKE MIND COMPUTING LIABLE FOR ANY PATIENT CARE RESULTS OR PATIENT OUTCOMES..

IN NO EVENT WILL MIND COMPUTING INC OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL MIND COMPUTING, INC.’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’; AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO MIND COMPUTING, INC. PURSUANT TO THIS AGREEMENT FOR (i) THE SOFTWARE OR (ii) UP TO TWELVE (12) MONTHS OF THE SPECIFIC SERVICES, THAT IS OR ARE THE SUBJECT OF THE CLAIM.

IN NO EVENT SHALL MIND COMPUTING, INC., ITS DIRECTORS, OFFICERS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS AND LICENSORS, OR CONTENT PROVIDERS BE LIABLE: (i) FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, PERFORMANCE OR NONPERFORMANCE OF THE SERVICES, EVEN IF MIND COMPUTING, INC. WAS PREVIOUISLY ADVISED OF THE POSSIBILITY OF, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, UNDERSTATUTE, INEQUITY, AT LAW, OR OTHERWISE; AND (ii) FOR ANY DAMAGES, LOSSES AND/OR CAUSES OF ACTION EXCEEDING ONE THOUSAND U.S. DOLLARS (US $1,000) IN THE AGGREGATE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT MIND COMPUTING, INC. (AND ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), IS NOT LIABLE FOR ANY ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.

THE LIMITATIONS SET FORTH HEREIN SHALL APPLY EVEN IF THE CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

9. Indemnification

You agree to defend, indemnify and hold harmless Mind Computing, Inc. (and any of its parents, subsidiaries, employees, agents, third party content providers, or licensors, and their respective directors, officers, employees, and agents) from and against all claims, liability, and expenses, including attorneys’ fees and legal fees and costs, arising out of your use of the site or your breach of any provision of this agreement. We reserve the right, in its sole discretion and at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you. You will operate as fully as reasonably required in the defense of any claim.

10. Confidential Information

Definition. For purposes of this Agreement “Confidential Information” shall mean information including, without limitation, all Customer data, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. In addition to the foregoing, Confidential Information shall include third party software, if any, that may be provided to Customer under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; and (v) the receiving Party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving Party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure.

Nondisclosure. During this the term of this Agreement and for a period of 2 years thereafter, , each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement; Each Party agrees to only disclose the other Party’s Confidential Information to its employees: (a) with a need to know to further permitted uses of such information; and (b) who are informed of the nondisclosure/ non-use obligations imposed by this Section 5. Both parties shall take steps each determines appropriate to implement and enforce such non-disclosure/non-use obligations.

Terms of Agreement Confidential. Each of the Parties agrees not to disclose to any third party the terms of this Agreement, including pricing, without the prior written consent of the other Party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.

Injunctive Relief. In the event of an actual or threatened breach of the above confidentiality provisions, the non-breaching Party will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.

11. General Provisions & Force Majeure

This Agreement, including any amendments and attachments hereto that are incorporated herein, constitute the entire agreement between the parties and shall be binding on the parties when accepted by Customer. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of the relevant Party(ies). No provision of any purchase order or other document issued by Customer, which purports to alter, vary, modify or add to the provisions of this Agreement, shall be binding upon Mind Computing, Inc. or effective for any purpose, unless accepted by Mind Computing, Inc. in writing. It is further expressly understood and agreed that, there being no expectations to the contrary between the parties, no usage of trade or other regular practice or method of dealing either within the computer software industry, Mind Computing, Inc.’s industry or between the parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.

Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties, nor shall either Party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other. The Licensed Materials shall not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction.

This Agreement may not be assigned, sublicensed or transferred, in whole or in part, by Customer without the prior written consent of Mind Computing, Inc. Any attempted assignment, subletting or transfer shall be void.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No delay or failure of Mind Computing, Inc. or Customer in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by Mind Computing, Inc. or Customer of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach. In the event that either Party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of god, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the affected Party or other causes beyond such Party’s reasonable control (a “Force Majeure Event”) the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance.

Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds seven (7) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice immediately terminate this Agreement. On Mind Computing, Inc.’s request, no more frequently than annually, Customer shall furnish Mind Computing, Inc. with a signed certification (i) verifying that the licensed material is being used pursuant to the terms of this Agreement and (ii) listing the locations where the licensed material is being used.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and each of which together shall constitute a single instrument. This Agreement shall be governed by and construed under the laws of the State of California applicable to contracts made in and wholly to be performed in the State of California without regard to conflicts of law.

SIGNATURE BELOW BY YOUR AUTHORIZED REPRESENTATIVE IS YOUR CONENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT

Customer

Mind Computing, Inc.

By: _________________________________

Print: _______________________________

Title: _______________________________

Date: _______________________________

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EXHIBIT A

Support and Maintenance Services

Support and Maintenance Services are included in the SaaS Service subscription and entitles Customer to the following:

Telephone or electronic support in order to help Customer locate and correct problems with the Software.

Bug fixes and code corrections to correct Software malfunctions in order to bring such Software into substantial conformity with the operating specifications.

All extensions, enhancements and other changes that Mind Computing, Inc., at its sole discretion, makes or adds to the Software and which Mind Computing, Inc. furnishes, without charge, to all other Subscribers of the SaaS Service.

Up to five (5) dedicated contacts designated by Customer in writing that will have access to support services.

Response and Resolution Goals

“business hours” 8am-6pm PST, Monday thru Friday, except holidays.

“Fix” means the repair or replacement of Software component to remedy Problem.

“Problem” means a defect in Software as defined in Mind Computing, Inc.’s standard Software specification that significantly degrades such Software.

“Respond” means acknowledgement of Problem received containing assigned support engineer name, date and time assigned, and severity assignment.

“Workaround” means a change in the procedures followed or data supplied by Customer to avoid a Problem without substantially impairing Customer’s use of the Software.

Problem Severity

Response Goals

Resolution Goals

1. The production system is creating a significant impact to the Customer’s business function preventing that function from being executed.

Mind Computing, Inc. will Respond within 2 business hours.

Upon confirmation of receipt, a Mind Computing, Inc. support personnel begins continuous work on the Problem, and a customer resource must be available at any time to assist with problem determination. Customer Support will provide reasonable effort for Workaround or Fix within 24 hours, once the Problem is reproducible or once we have identified the Software defect. Mind Computing, Inc. may incorporate Fix in future release of software.

2. The production system or application is moderately affected. There is no workaround currently available or the workaround is cumbersome to use.

Mind Computing, Inc. will Respond within 4 business hours.

Customer Support will provide reasonable effort for Workaround or Fix within 7 business days, once the Problem is reproducible. Mind Computing, Inc. may incorporate fix in future release of software.

3. The production system or application issue is not critical: no data has been lost, and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround.

Mind Computing, Inc. will Respond within 8 business hours.

Customer Support will provide reasonable effort for Workaround or Fix within 10 business days, once the Problem is reproducible. Mind Computing, Inc. may incorporate Fix in future release of software.

4. Non-critical issues, general questions, enhancement requests, or the functionality does not match documented specifications.

Mind Computing, Inc. will Respond within 24 business hours.

Resolution of Problem may appear in future release of software.

Accessing Support

Customer Support offers several ways to resolve any technical difficulties. In addition to online help in the Software, which can be accessed by clicking the “Help” tab when logged into the Software, function-specific help information can also be accessed throughout the Software using the ‘?’ option.

The online support center (www.mindcomputing.com/support) is available 24×7 for self-service technical assistance including:

Downloading software updates and patches

Logging tickets and viewing status of previously submitted tickets

Viewing updates to supported platforms and hardware

Accessing product documentation, technical articles, and FAQs

The support email address is support@mindcomputing.com . The support phone number is __________ or ___________.

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EXHIBIT B

SERVICE LEVEL AGREEMENT

The Single Sign-On (SSO) SaaS Services will achieve System Availability (as defined below) of at least 99.9% during each calendar year of the Subscription Term. All other SaaS Services will achieve System Availability (as defined below) of at least 99% during each calendar year of the Subscription Term. “System Availability” means the number of minutes in a year that the key components of the SaaS Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in the SaaS Agreement), (c) malicious attacks on the system, (d) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Customer or any Identity Cube user. Mind Computing, Inc. reserves the right to take the Service offline for scheduled maintenance for which Customer has been provided reasonable notice and Mind Computing, Inc. reserves the right to change its maintenance window upon prior notice to Customer.

If Mind Computing, Inc. fails to meet System Availability in the year, upon written request by Customer within 30 days after the end of the year, Mind Computing, Inc. will issue a credit in Customer’s next invoice in an amount equal to 1% of the yearly fee for the affected SaaS Services for each 1% loss of System Availability below stated SLA per SaaS Service, up to a maximum of the Customer’s fee for the affected SaaS Services. If the yearly fee has been paid in advance, then at Customer’s election Mind Computing, Inc. shall provide a credit to Customer to be used for additional Identity Cubes or term extension. The remedy stated in this paragraph is Customer’s sole and exclusive remedy for interruption of SaaS Services and Mind Computing, Inc.’s failure to meet System Availability.