• Providing a reasonable solution to the issue
• Providing a reasonable work-around to the issue
• Determination by CHAX that the issue is an enhancement request and forwarding the request to CHAX Product Management for future consideration
• Escalation by CHAX Technical Support of the incident/product defect to CHAX Engineering for review.

Services.

CHAX will provide Customer the support services (“Support Services”) described at www.CHAX.com (the “Support Site”). Such descriptions, as may be amended from time to time, are deemed to be part of this Service Agreement. The CHAX software products for Annual Support is available are listed on the Support Site

Restrictions. CHAX may limit or terminate the Support Services being provided if Customer uses the Support Services in an abusive or fraudulent manner, as determined by CHAX in its reasonable discretion. Resale, assignment and transfer of ownership are strictly prohibited and will be grounds for termination of the Support Terms. CHAX will only provide Support Services for Products that are properly registered with CHAX as documented on the Support Site. A single support incident will be restricted to support on an issue that focuses on one aspect of the product – e.g. use of a specific documented feature of the product or assistance with a specific problem or error message. While this issue may involve other aspects of the product, addressing other aspects constitutes a separate issue and requires an additional support incident. A single support incident may involve multiple phone calls, emails and off-line research. CHAX Support Engineers are responsible for determining what characterizes a single support incident and communicating this to the Customer. CHAX Support Engineers will make reasonable efforts to resolve the issue but CHAX cannot guarantee that every issue will be resolved.

Exclusions. CHAX shall not be required to provide any Support Services relating to problems or issues arising out of or from (i) Customer’s use of the Products in a manner for which they were not designed; (ii) damage to the media on which the Products are provided or to the computer on which the Products are installed; (iii) Customer’s negligence, misuse, or modification of the Products; (iv) versions of Products other than the most recent version (e.g., 5.x) and one version back (e.g., 4.x) for a period of 90 days beyond the release of a new version, provided that CHAX shall also not be required to provide any Support Services for Products that are no longer listed on the Support Site as supported products; (v) third-party products and technologies not associated with network installation assistance as listed on the Support Site as supported technologies or (vii) conflicts related to replacing or installing hardware, drivers, and software that have not been CHAX certified.

Term and Termination.

Absent early termination for the reasons stated herein, this Service Agreement shall have a term of one from the Commencement Date when purchased directly though a CHAX call center or one year from the 1st of the following month established by the Commencement Date when purchased from a CHAX on-line store.

Notwithstanding anything to the contrary herein, these Support Terms may be terminated by CHAX for failure of Customer to pay CHAX the Annual Support Fee if such failure to pay continues for ten (10) days after CHAX gives Customer written notice of such failure. CHAX may also terminate these Support Terms if Customer materially breaches the terms of these Support Terms and fails to cure such breach within thirty (30) days of written notice thereof, except that a material breach of any license granted to Customer in the terms of use or end user license agreement applicable to the Software End User Licensing Agreement shall be grounds for immediate termination.

Customer acknowledges that CHAX has the right to discontinue the manufacture and development of any of the Software and the Support Services for any Software, including without limitation the distribution of older Software versions, at any time in its sole discretion, provided that CHAX agrees not to discontinue the Support Services for the Software during the current annual term of this Service Agreement, subject to the termination provisions herein. CHAX reserves the right to alter these Support Services from time to time, using reasonable discretion but in no event shall such alterations result in (i) diminished support from the level of support set forth herein; (ii) materially diminished obligations for CHAX; (iii) materially diminished rights of Customer, or (iv) higher Annual Support Fees during the then-current term. CHAX shall provide Customer with thirty (30) days prior written notice of any permitted material changes to these Support Services contemplated herein.

Support Activation. All Support Programs purchased from an CHAX on-line store or through the CHAX Open Options program must be activated by calling CHAX within thirty (30) days of the Commencement Date. Activation instructions and contact information can be found at www.CHAX.com. Activation requires that the customer provides serial numbers of the licenses for which support was purchased and names of authorized contacts that will be using the support program. Upon activation, CHAX will send the customer a welcome letter outlining how to access CHAX person-to-person phone and eCase technical support. CHAX Support Programs that are not activated will expire one year from the Commencement Date as described in section four (4) above.

Renewals. Annual support is paid up front and will expire one year from the commencement date

Warranty and Disclaimer. CHAX will use commercially reasonable efforts to provide the Support Services in a professional manner, but CHAX cannot guarantee that every question or problem raised by Customer can or will be resolved. Nothing in this Service Agreement shall be construed as expanding or adding to the warranty for the Software set forth in the Product End User License Agreement or any other agreement with CHAX governing use of the software. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION, OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO CUSTOMER IN ITS JURISDICTION, CHAX MAKES, AND CUSTOMER RECEIVES, NO WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATED TO OR ARISING IN ANY WAY OUT OF THIS SERVICE AGREEMENT OR THE PROVISION OF MATERIALS OR SERVICES UNDER THIS SERVICE AGREEMENT. CHAX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY. CHAX’S LIABILITY UNDER THIS SERVICE AGREEMENT IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SUPPORT SERVICES ORDERED BY CUSTOMER. IN NO EVENT SHALL CHAX HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF EQUIPMENT OR FACILITIES, OR INTERRUPTION OF BUSINESS, ARISING IN ANY WAY OUT OF THIS SERVICE AGREEMENT UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT CHAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

General. This Service Agreement may not be assigned by Customer. Any assignment in violation of the foregoing shall be null and void. This Service Agreement supersede all other written and oral proposals, purchase orders, prior agreements, and other communications between Customer and CHAX concerning the subject matter hereof and constitutes the entire agreement between CHAX and Customer regarding provision of Support Services (i) this Service Agreement shall be governed by the laws of the State of California without reference to conflict of law principles; and (ii) Customer consents to the personal jurisdiction of the state and federal courts located in Santa Clara County, California