This Success Services Addendum (“Success Services Addendum”) supplements and is incorporated by reference into and made a part of the Agreement between Customer and SIS. Capitalized terms not defined in this Success Services Addendum shall have the meaning ascribed to them in the Agreement. In the event of a conflict between this Success Services Addendum and the Agreement, the terms of the Agreement shall govern unless this Success Services Addendum expressly states the terms of the Success Services Addendum shall control.

1. Application. This Success Services Addendum governs the Customer’s purchase and receipt of Success Services as described herein and in any Order Form executed by the parties from time to time.
2. Scope. SIS will provide the Success Services in accordance with the current support plans outlined under Exhibit A herein.
3. SIS’s Obligations. SIS shall provide Success Services in a reasonable, professional, and workmanlike manner in keeping with industry standards and practices. SIS shall be entitled, in its sole discretion, to determine the method and means for performing the Success Services.
4. Customer’s Obligations. Customer acknowledges and agrees that performance of Success Services is heavily dependent upon information and responses to be provided by Customer. Accordingly, in addition to any specific responsibilities set out in writing between the parties, Customer shall: (i) allocate sufficient resources and provide any information, documentation, or any other support as reasonably necessary to enable SIS to perform its obligations under each Order Form; (ii) carry out reviews and respond to requests for approval or information in a timely manner; (iii) deliver all Customer deliverables or other obligations in a timely manner; (iv) ensure that SIS has available to them personnel familiar with Customer’s requirements and with the expertise necessary to permit SIS to undertake and complete the Success Services; (v) designate an internal project manager to serve as a primary point of contact for SIS; (vi) make available to SIS all equipment, material, information, data, network access and/or facilities that SIS may reasonably require to carry out its obligations; and (vii) if applicable, make all commercially reasonable efforts to maintain and comply with the project plan as agreed to between the parties. Customer acknowledges that any delay on its part in the performance of its obligations may have an impact on SIS’s performance of the Success Services and SIS shall not be liable for any delay to the extent caused by Customer’s failure to fulfill any of its requirements hereunder. In the event any Success Services are performed on Customer’s premises, Customer shall provide to SIS such workspace, computers, equipment, and software as is reasonably required by SIS for the performance of its obligations.
5. Delays. If the performance of SIS’s obligations under this Success Services Addendum are prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, then SIS shall not be deemed in breach of its obligations under this Success Services Addendum or the Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
6. Fees. Customer shall pay SIS the fees set forth in the applicable Order Form (“Support Fees”). All Support Fees shall be paid in accordance with the Agreement or as otherwise agreed to in the Order Form. Customer shall reimburse SIS for all reasonable out of pocket expenses (including travel, lodging and related expenses) incurred by SIS in the performance of any Success Services, provided that such expenses are approved in advance in writing by Customer. The Support Fees shall exclude all applicable federal, state, provincial, value-added, goods and services, harmonized and local taxes (other than taxes on SIS’s net income).
7. Intellectual Property Rights. Except as set forth in the Agreement or otherwise set forth in the relevant Order Form, SIS shall own all right, title and interest and all intellectual property rights to any deliverables created by SIS pursuant to this Success Services Addendum. Subject to payment of the applicable fees set forth in the Order Form, SIS grants to Customer a perpetual, worldwide, fully-paid, royalty-free, non-exclusive, non-transferable (except as provided in the Agreement) license to use the deliverables created pursuant to this Success Services Addendum for the purposes described in the accompanying Order Form.
8. Warranty. SIS warrants that the Success Services will be performed in a professional and workman-like manner in accordance with the generally accepted industry standards. EXCEPT AS PROVIDED UNDER THIS SECTION 8, SIS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE Success Services, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

EXHIBIT A

Success Plans

EXHIBIT B

Support Service Level

Support Hours (Monday to Friday):

9:00 AM-5:00 PM GMT, and

8:00 AM-5:00 PM PST

Out of Support Hours Emergency Response:

Where there is a critical system failure, SIS uses a messaging service through its telephone support line. Customers will be able to leave a message and Customer Support will respond accordingly.