Cloud Service Agreement - Schedule B

Supplemental Terms and Conditions

This Supplement is part of an Agreement for UPSTRIVE SYSTEM Cloud Services between UPSTRIVE and Customer and applies only to UPSTRIVE SYSTEM Cloud (the “Cloud Service”). Any documents referenced in this Supplement are upon request.

1. DEFINITIONS

“Add-Ons and Extensions” means a set of SYSTEM Application-related functionality created by, UPSTRIVE or UPSTRIVE partners for use by multiple customers that have been reviewed by UPSTRIVE in accordance with UPSTRIVE's program guidelines for Cloud Service Add-ons and Extensions.

“UPSTRIVE SYSTEM” means the UPSTRIVE SYSTEM and is a SYSTEM Application object that represents a set of master data, configuration, reports and transactions that represent a Customer’s business unit / legal entity. This object may also represent an overall purpose or state of that business unit, division or legal entity. For example, as production, test, training, development or archived company. In the Cloud Service this object is contained in a UPSTRIVE SYSTEM database schema and maybe copied and restored to represent one or more of these states not to exceed the number of UPSTRIVE SYSTEM licensed by the Customer. Additional Company Databases may be added via subscription by the Customer as required with the metric “Entities”. Entities are the total number of legal entities.

“Connectivity App(s)” means any integration technology whose primary function is to directly connect disparate applications to enable the direct communication and/or management of data between such disparate applications by/through such integration technology.

“UPSTRIVE Technology Solution” means UPSTRIVE Foundation for Third Party Applications, UPSTRIVE Cloud Platform (excluding when used solely as a Connectivity App between an UPSTRIVE Application) including any renamed and/or successor versions of any of the foregoing made generally available by UPSTRIVE (if any).

“User” means, for purpose of the Cloud Service, individuals authorized under this Agreement to access the Cloud Service.

2. FEES

2.1. UPSTRIVE SYSTEM includes the following User types and is subject to the following conditions:

2.2.1. Standard Package User is a User who performs operational related roles supported by the Standard Package Edition. The Standard Package User does include the rights granted under a Mobile Application User and Indirect Access User. The Standard Package User does not include the rights granted under a Professional User.

2.2.2. The Standard Package User cannot be combined with any other User types.

2.2.3. One (1) UPSTRIVE SYSTEM is included with the UPSTRIVE SYSTEM Cloud Standard Package Edition. Additional UPSTRIVE SYSTEM modules may be added via subscription by the Customer as required.

2.3. UPSTRIVE SYSTEM Cloud additional modules

 includes the following User types and is subject to the following conditions:

2.3.1. Premium Package User is a User who accesses additional modules supported by the Cloud Service. The Premium package User is needed to administer company specific settings in the UPSTRIVE SYSTEM. The Premium package User does include the rights granted under a Mobile Application, Limited and Indirect Access User.

2.3.2. Standard Package User is a User who has access rights to the Cloud Service functionality to support access to the Standard offerings by the UPSTRIVE SYSTEM and information requirements in a specific role. The Standard Package User does include the rights granted under the Mobile Application and Indirect Access User.

2.3.3. Indirect Access User is a User authorized to access UPSTRIVE SYSTEM via its application programming interfaces only. It cannot access any of the user interfaces (desktop and mobile) developed by UPSTRIVE.

2.3.4. UPSTRIVE SYSTEM Indirect Access by non-employees is an Instance authorized to access UPSTRIVE SYSTEM via its application programming interfaces only. It cannot access any of the user interfaces developed by UPSTRIVE (except the login and password screen). It cannot be used by employees and contingent workers (including statement of work-based consultants, independent contractors; freelancers, other outsourced and non-permanent workers who are hired on a per-project basis). Instances are unique connections to a single specified application or technology type. The UPSTRIVE Application(s) and their required instances can be used without additional license fee. For the purpose of this Section, “UPSTRIVE Application(s)” means all UPSTRIVE software (including third-party software licensed by UPSTRIVE) licensed under a license agreement with an UPSTRIVE entity/authorized partner and/or UPSTRIVE cloud services for which Customer has a valid subscription, excluding UPSTRIVE Technology Solutions and all database Packages.

3. CLOUD SERVICE SCOPE

3.1. The Cloud Service includes the following core UPSTRIVE SYSTEM modules:

Standard package

• polls, question, posts, analytics

Premium Modules

• “Solutions to Issues” Module
• UPSTRIVE Coaching Courses
• Any other future releases

3.2. The Cloud Service can only be used with the localizations supported by the Cloud Service. The Cloud Service will be issued 'per localization'.

4. IMPLEMENTATION SERVICES.

The Customer is assisted in the initial set-up, configuration and any integration of the Cloud Service, by UPSTRIVE technical personnel. Some setup and/or configuration effort is required to use the Cloud Service and is not included with a subscription to the Cloud Service, which includes the uploading of sensitive data, and creation of login details. The Customer may contract with the authorized UPSTRIVE technical support from whom the Customer has purchased the UPSTRIVE SYSTEM Cloud subscription.

5. SUPPORT SERVICES

UPSTRIVE provides support services for the Cloud Service in accordance with Attachment 1 to this Supplement. UPSTRIVE operates a shared support model for the Cloud Service in which certain services will be provided by the UPSTRIVE technical team.

Attachment 1

To

UPSTRIVE SYSTEM Cloud Supplemental Terms and Conditions

Support Services for UPSTRIVE SYSTEM Cloud

This Attachment 1 (Support Services for the UPSTRIVE SYSTEM Cloud) describes the Support Services provided by UPSTRIVE to the Customer for the Cloud Service. All capitalized terms not defined in this Attachment shall have the meaning ascribed in the Agreement. UPSTRIVE may modify the scope of the Support Services from time to time at its own discretion in accordance with the terms of Agreement.

1. DEFINITIONS

“Incident” means a fault, an error or a malfunction of the Cloud Service.

“Initial Reaction Time” means the defined time between acknowledgement of entry of an Incident and the provision of a qualified response to the Customer. At priority "very high", the time is measured in real time. At all other priorities, the time is measured in business hours between 9am and 6pm CET.

“Maximum Processing Time” means defined time acknowledgement of an Incident and provision of a solution or a workaround to Customer.

“Support Services” means the services outlined in this Attachment 1.

2. UPSTRIVE SUPPORT SERVICES

RESPONSIBILITIES.

2.1. UPSTRIVE will not provide Support Services under the following circumstances:

2.1.1. any problem that arises because the Cloud Service was altered without UPSTRIVE consent or that arises from the use of the Cloud Service in breach of the Agreement.

2.1.2. any problem that arises in connection with the use of the Cloud Service that was not distributed by UPSTRIVE as part of the Cloud Service, even if such products are delivered together with the Cloud Service.

2.1.3. that results from inappropriate configuration, unsatisfactory internal Customer training, lack of or incorrect business design or incorrect operation.

2.2. The following activities for the Cloud Service are part of the of the support model with UPSTRIVE for the Cloud Service subscription:

3. CUSTOMERS RESPONSIBILITIES

3.1. Customer will designate two (2) primary users that will raise and respond to support Incidents. Customers shall provide to UPSTRIVE contact details (e-mail address and telephone number) by means of which the Customer contact can be contacted.

3.2. To receive support services hereunder, customers shall reasonably cooperate with UPSTRIVE to resolve support Incidents and shall have adequate technical expertise and knowledge of their configuration of the Cloud Service to provide relevant information to UPSTRIVE to reproduce, troubleshoot and resolve the experienced error such as, by way of an example, instance name, username, form name and screenshot.

3.3. To receive support services hereunder, customers shall send an email to support@upstrivesystem.com to submit and resolve support incidents.

4. INCIDENT HANDLING

4.1. After receipt of the Incident, the following will be performed:

• Check if Incident report from Customer is complete and if necessary, obtain missing data and information from Customer.
• Prepare a comprehensive description of the problem, which is the basis of the Incident, which shall include all steps that led to occurrence of the Incident, full syntax of the problem message and surrounding system variables or factors.
• Search for available UPSTRIVE Notes and assign them to the Incident if relevant.
• Search for errors using the data provided by Customer.
• Analyze if the Incident can be attributed to a defect of the Cloud Service.
• Propose appropriate workaround if the Incident cannot be attributed to a defect of the Cloud Service.
• Submit the Incident to UPSTRIVE if the Incident can be attributed to a defect of the Cloud Service

4.2. Incident prioritization: