Standard Software Maintenance and Support Agreement

This document represents the standard policies for Maintenance and Support provided by Data Systems International, Inc., DBA Cloud Inventory a Nextworld Company (“DSI”) for clients who have elected to receive maintenance and support services for Licensed Product(s).

DSI, at its sole discretion, may from time-to-time change its standard maintenance and support policies for software products. The current version of the policies shall be posted on the Customer Support Center website (see Section 3.2).

Article I. Defintions

Some of the defined terms in this section may correspond to defined terms in the Client’s master agreement. In the event of any definition conflict between this document and the Client’s master agreement, the definition in the master agreement shall prevail.

“Affiliate” shall be any entity in which DSI has a ninety percent (90%) ownership interest, either directly or through a wholly owned subsidiary.

“Client” refers to an organization and its appropriately authorized affiliates which has acquired Licensed Products and has elected to receive Maintenance and Support under the terms of Client’s master agreement.

“DSI” refers to Data Systems International, Inc. and its Affiliates including eNSYNC Solutions, Inc.

“Support” means helping designated Client personnel troubleshoot and diagnose issues with Licensed Products, validate proper functionality of Licensed Products, obtain resolution of an identified defect in Licensed Products by provision of an error correction or work around.

“Maintenance” means Client access to generally available (GA) Releases, Services Packs, or Hot Fixes of the current version of Licensed Product(s), and User Documentation.

“Release” is an installable, generally available set of software programs which include major enhancements and corrections/fixes to defects previously identified in the current version of Licensed Product(s). DSI, at its sole discretion, establishes the schedule for and content of Releases.

“Service Pack” is a single installable package which updates a specific release of the Licensed Product(s). It consists of code released previously as multiple Hot Fixes. DSI, at its sole discretion, establishes the schedule for and content of Service Packs.

“Hot Fix” is a single installable package which addresses an identified critical defect in Licensed Product(s). Hot Fixes usually contain fixes for a single defect or issue, although a Hot Fix may update multiple components and files in Licensed Product(s). Hot Fixes are cumulative, meaning that the current version of the Hot Fix package contains all prerequisite Hot Fixes. Hot-Fixes are not considered GA code, and DSI, at its sole discretion, shall determine if a specific Hot Fix is appropriate to recommend to Client.

“Licensed Product(s)” means the software programs, including any updates (Release, Service Pack, or Hot Fix), licensed by DSI or its Affiliates to Client under a master agreement.

“Derived Software” is any software developed by Client using development tools contained in the Licensed Products(s) to create software. Derived Software is not part of Licensed Product(s)

“Developed Software” or “DSI Configured Applications” is any software developed for Client by under the terms of Client’s master agreement and is not part of Licensed Product(s).

“User Documentation" means user manuals, release notes and other written materials, which are normally distributed with the software portion of Licensed Product(s) in electronic or hard copy form.

“Tickets” means a request for support submitted to DSI’s Customer Support Center by designated Client personnel communicated in accordance with procedures described herein.

“CSC” refers to DSI’s Customer Support Center organization which is the primary support contact for Clients for Licensed Products.

“Your Developed Applications” means any application developed by Client or Client representatives using the Licensed Products or using development tools used with or contained in the Licensed Products, including any non-Licensed Product code with respect to such Client developed application.

Article II. Eligibility for DSI Maintenance and Support

DSI, through its Customer Support Center, shall provide Maintenance and Support services for Licensed Product(s) to Clients who have elected to receive maintenance for Licensed Products and who are in good standing with DSI.
Fees for Maintenance and Support are in accordance with the relevant schedule, paid annually in advance. The charges are exclusive of any taxes or other legally imposed surcharges imposed by governmental agencies with respect to the services provided by DSI.
If Client’s fees for Maintenance and Support are not paid in accordance with Section 2.2 or are otherwise past due, Client may be denied assistance to support from CSC and to CSC websites until such time as maintenance and support fees are brought current.

Article III. CSC Contact Information

CSC currently provides support to Client operations twenty-four (24) hours per day, seven (7) days per week, in English. DSI reserves the right to modify support hours at any time with notice published on the CSC support website(s). Clients may submit Tickets to CSC through the Customer Portal.
Customer Portal – It is DSI’s goal to have incoming Tickets answered by a support engineer.
CSC engineers will engage with Client personnel and will utilize a variety of methods to document, confirm, and diagnose the source of an issue reported in a Ticket. Such methods may include direct dialogue with Client personnel, request and review of assorted system logs (both Licensed Product(s) and logs from other Client systems), access to Client systems to observe the problem directly, enabling or installing additional logging parameters and tools. CSC engineers will not install any troubleshooting tool on Client systems or access Client systems without specific authorization to do so from authorized Client personnel.
1. Troubleshooting and diagnosis is for the purpose of identification, confirmation, and replication of reported problems/defects with Licensed Product(s). Once a defect with Licensed Product(s) is confirmed and replicated, CSC will initiate communication with DSI’s software development group for commencement of error correction processes and/or development of work-around.
2. While DSI may investigate configurations and setup of other Client systems including, but not limited to, enterprise applications, databases, hardware, operating systems, and network configuration, DSI is not responsible for correction of any issue identified with those systems or components.
3. In the course of troubleshooting and diagnosing a Ticket, CSC may provide Client with technical documents related to non-DSI products. Such information is provided for the consideration of Client personnel. DSI is not responsible for the contents of such documentation or to assist with completion of any tasks identified in such documents.
When CSC engineers identify an error with a supported Licensed Product, DSI shall attempt to correct the error, as soon as is practicable.

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Article IV. Ownership and Proprietary Rights

Article V. Service Specifications

Customer retains all ownership and intellectual property rights in and to Customer Content and Your Developed Applications.
DSI shall have a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Cloud Services or Licensed Programs any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer, Customer’s Affiliates or Users relating to the operation of the Cloud Services (“Feedback”), provided that Feedback does not include any Confidential Information of Customer.

The Cloud Services are subject to and governed by Service Specifications and Cloud Service Specifications applicable to Customer Order(s). Service Specifications and Cloud Service Specifications may define provisioning and management processes applicable to the Cloud Services (such as capacity planning), types and quantities of system resources (such as storage allotments), functional and technical aspects of the Licensed Products, as well as any Cloud Services deliverables. Customer acknowledges that use of the Cloud Services in a manner not consistent with the Service Specifications and Cloud Service Specifications may adversely affect Cloud Services performance and/or may result in additional fees. If the Cloud Services permit Customer to exceed the ordered quantity (e.g., soft limits on counts for Users, sessions, storage, etc.), then Customer is responsible for promptly purchasing or deactivating the additional quantity to account for Customer’s excess usage. For any month that Customer does not promptly purchase or deactivate such additional quantity, DSI may require Customer to pay, in addition to the fees for the additional quantity, an excess usage fee for those Cloud Services equivalent to ten percent (10%) of the fees for the additional quantity in the month in which such excess usage occurred; provided, that DSI will provide Customer with ten (10) business days’ written notice prior to requiring Customer to pay such excess usage fee.
DSI may make changes or updates to the Cloud Services (such as infrastructure, security, technical configurations, application features, etc.) during the Services Period, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third-Party Content. The Service Specifications are subject to change at DSI’s discretion; however, DSI will make its best efforts to minimize any impact on the level of performance or availability of the applicable Cloud Services provided to Customer for the duration of the Services Period.
As described in the Service Specifications and to the extent applicable to the Cloud Services that Customer has ordered, DSI will provide environments in the Data Center Region stated in Customer Order. DSI and its affiliates may perform certain aspects of Cloud Services, such as service administration and support, as well as other Cloud Services including disaster recovery, from locations and/or through use of subcontractors worldwide. DSI shall be responsible for Cloud Services performed by its affiliates and permitted subcontractors.

Effective October 2025, Version 2.1

Customer shall obtain at Customer’s sole expense, any rights and consents from third-parties necessary to provide DSI with Customer Content , Your Developed Applications, and Third-Party Content, as well as other vendor’s products provided by Customer that Customer may use with the Cloud Services, including such rights and consents as necessary for DSI to perform the Cloud Services.
Customer agrees to provide DSI with all information, access and full good faith cooperation reasonably necessary to enable DSI to provide the Cloud Services and Customer will perform the actions identified in Customer Order as Customer’s responsibilities.
Customer shall remain solely responsible for Customer’s regulatory compliance in connection with Customer’s use of the Cloud Services. Customer is responsible for making DSI aware of any technical requirements that result from Customer’s regulatory obligations prior to entering into an order for Cloud Services. DSI will cooperate with Customer’s efforts to determine whether use of the standard Cloud Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by DSI or changes to the Cloud Services, if requested and approved by Customer in writing.
DSI may remotely audit Customer’s use of the Cloud Services through use of software tools to assess whether Customer’s use of the Cloud Services is in accordance with Customer Order. Customer agrees to reasonably cooperate with DSI’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Customer’s normal business operations. Customer agrees to pay within thirty (30) days of written notification any fees applicable to Customer’s use of the Cloud Services in excess of Customer’s rights. If Customer does not remit undisputed payments, DSI may terminate Customer’s Cloud Services and/or Customer Order upon ten (10) business days’ written notice. Customer agrees that DSI shall not be responsible for any of Customer’s costs incurred in cooperating with the audit.

Article XIV. Other

Article VI. Services Period and End of Services

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Cloud Services. Customer agrees that such export laws govern Customer’s use of the Cloud Services (including technical data), and Customer agrees to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information, software programs and/or materials resulting from Cloud Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
Customer acknowledges that the Cloud Services are designed with capabilities for Customer and Customer’s Users to access the Services Environment without regard to geographic location and to transfer or otherwise move Customer Content and Your Developed Applications between the Services Environment and other locations such as User workstations. Customer is solely responsible for the authorization and management of User accounts, as well as export control and geographic transfer of Customer Content and Your Developed Applications.

Cloud Services shall be provided for the Services Period defined in Customer Order, unless earlier suspended or terminated in accordance with the Agreement or Customer Order.
Upon the end of the Services Period, Customer no longer will have rights to access or use such Cloud Services, including the associated Licensed Products, Ancillary Programs and Services Environments; however, for a period of up to sixty (60) days after the end of the applicable Services Period, DSI will make available to Customer, Customer Content and Your Developed Applications in the Services Environment for the purpose of retrieval by Customer. At the end of such sixty (60) day period, and except as may be required by law, DSI will delete or otherwise render inaccessible any of Customer Content and Your Developed Applications that remain in the Services Environment.
DSI may temporarily suspend access to or use of the Cloud Services if Customer or Customer’s Users violate any provision within the ‘Rights and Restrictions’, ‘Ownership and Proprietary Rights’, ‘Use of the Services’, or ‘Export’ sections of this Agreement, fails to remit payment per Agreement and Customer Order, or if in DSI’s reasonable judgment, the Cloud Services or any component thereof are about to suffer a significant threat to security or functionality. DSI will provide advance notice to Customer of any such suspension in DSI’s reasonable discretion based on the nature of the circumstances giving rise to the suspension, and, if the cause of such suspension is capable of being cured, DSI shall provide Customer with a reasonable opportunity to cure prior to any such suspension. DSI will use reasonable efforts to re- establish the affected Cloud Services promptly after DSI determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however, during any suspension period, DSI will make available Customer Content and Your Developed Applications as existing in the Services Environment on the date of suspension. DSI may terminate the Cloud Services under any Customer Order if any of the foregoing causes of suspension is not cured within thirty (30) days after DSI’s initial notice thereof. Any suspension or termination by DSI under this paragraph due to Customer’s violation shall not excuse Customer from obligation to make payment(s) due.

Article XIII. Export

Article VII. Data and Data Protection

DSI may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services Environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). DSI may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content or Confidential Information in a form that could serve to identify Customer or any individual, and Service Analyses do not constitute personal data. DSI retains all intellectual property rights in Service Analyses.

DSI will comply with the DSI Services Privacy Policy, which is available at https://www.cloudinventory.com and incorporated herein by reference while providing Customer Cloud Services. The DSI Services Privacy Policy is subject to change at DSI’s discretion; however, DSI policy changes will not result in a material reduction in the level of protection provided for Customer Content during the Services Period stated in Customer Order. Notwithstanding anything in the Agreement to the contrary, in the event of any conflict or inconsistency between the terms of the DSI Services Privacy Policy and any other terms of these Cloud Services Terms and Conditions, such other terms of these Cloud Services Terms and Conditions shall control.
The Cloud Services Data Processing Agreement (the “Data Processing Policy”), which is available at https://www.cloudinventory.com and incorporated herein by reference, describes the parties’ respective roles for the processing and control of Customer Content that Customer provides to DSI as part of the Cloud Services. DSI will act as a data processor and on Customer’s instruction concerning the treatment of Customer Content residing in the Services Environment. The Data Processing Policy is subject to change at DSI’s reasonable discretion; however, any such changes will not result in a material reduction in the level of protection provided for Customer Content. Customer agrees to provide any notices and obtain any required consents related to Customer’s use of the Cloud Services and DSI’s provision of Cloud Services, including those related to the collection, use, processing, transfer and disclosure of Customer Content. Notwithstanding anything in the Agreement to the contrary, in the event of any conflict or inconsistency between the terms of the DSI Policy for Data Processing for Cloud Services and any other terms of these Cloud Services Terms and Conditions, such other terms of these Cloud Services Terms and Conditions shall control.
The Service Specifications and Cloud Service Specifications applicable to Customer Order define the administrative, physical, technical and other safeguards applied to Customer Content residing in the Services Environment and describe other aspects of system management applicable to the Cloud Services. Customer is responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising solely from Customer Content and Your Developed Applications, including any viruses, Trojan horses, worms or other programming routines contained in Customer Content or Your Developed Applications that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data.
Customer may not provide DSI access to health, payment card or similarly sensitive personal information that imposes specific data security obligations for the processing of such data unless specified in Customer Order.

Article XII. Service Analyses

Article VIII. Cloud Services Warranty, Disclaimers and Exclusive Remedies

DSI may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Cloud Services and to help resolve Customer’s DSI service requests. The Tools will not collect or store any of the Customer Content or Your Developed Applications residing in the Services Environment, except as necessary to provide the Cloud Services or troubleshoot service requests or other problems in the Cloud Services as requested by Customer. Information collected by the Tools (excluding Customer Content, Your Developed Applications, and Customer’s Confidential Information) may also be used to assist in managing DSI’s product and service portfolio, to help DSI address deficiencies in its product and service offerings, and for license and Cloud Services management.
As part of the Cloud Services, DSI may provide Customer with on-line access to download certain Ancillary Programs for use with the Cloud Services. If DSI does not specify Separate Terms for such Ancillary Programs in the Customer Order, then, subject to Customer’s payment obligations, Customer has the non-exclusive, non-assignable, royalty free, worldwide limited right to use such Ancillary Programs solely to facilitate Customer’s access to, operation of, and/or use of the Services Environment, subject to the terms of this Agreement and Customer Order, including the Services Specifications. Customer’s right to use such Ancillary Programs will terminate upon the earlier of DSI’s written notice (which may be through posting on https://www.cloudinventory.com... or such other URL designated by DSI), the end of the Services Period associated with the Ancillary Programs, or the date on which the license to use the Ancillary Programs ends under the Separate Terms specified for such programs.

DSI warrants that during the Services Period (a) the Cloud Services will perform materially in accordance with Customer Order, the Services Specifications, the Cloud Service Specifications, and the applicable Documentation, (b) it will not materially decrease the functionality of the Cloud Services, and (c) the Cloud Services and Customer Content will not introduce Malicious Code into Customer’s systems. In the event the Cloud Services provided to Customer are/were not performed as warranted, Customer must promptly provide written notice to DSI that describes the deficiency in the Cloud Services (including, as applicable, the service request number notifying DSI of the deficiency in the Cloud Services).
EXCEPT AS PROVIDED HEREIN OR IN THE SERVICE SPECIFICATIONS, THE CLOUD SERVICE SPECIFICATIONS, OR THE APPLICABLE DOCUMENTATION, DSI DOES NOT GUARANTEE THAT (A) THE CLOUD SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT DSI WILL CORRECT ALL SERVICES ERRORS, (B) THE CLOUD SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER CONTENT OR YOUR DEVELOPED APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY DSI, AND (C) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT DSI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE CLOUD SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. DSI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. DSI IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE CLOUD SERVICES THAT ARISE FROM CUSTOMER CONTENT OR YOUR DEVELOPED APPLICATIONS OR THIRD-PARTY CONTENT. DSI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD-PARTY CONTENT OR SERVICES, AND DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO ANY THIRD-PARTY CONTENT OR SERVICES.
FOR ANY BREACH OF THE CLOUD SERVICES WARRANTY, DSI SHALL PROMPTLY CORRECT THE DEFICIENT CLOUD SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF DSI CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END THE DEFICIENT CLOUD SERVICES AND DSI WILL REFUND TO CUSTOMER THE FEES FOR THE TERMINATED CLOUD SERVICES THAT CUSTOMER PRE-PAID TO DSI FOR THE SERVICES PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
TO THE EXTENT ALLOWED BY LAW AND EXCEPT AS PROVIDED IN THE AGREEMENT, THESE WARRANTIES FOR CLOUD SERVICES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

Article XI. Services Tools and Ancillary Programs

Article IX. Limitation of Liability for Cloud Services

The Cloud Services may enable Customer to link to, transmit Customer Content to, or otherwise access, other web sites, content, products, services, and information of third-parties. DSI does not control and is not responsible for such Web sites or any such content, products, services and information accessible from or provided through the Cloud Services, and Customer assumes all risks associated with access to and use of such Web sites and third-party content, products, services and information.
Any Third-Party Content made accessible by DSI in or through the Cloud Services Environment is provided on an “as-is” and “as available” basis without any warranty of any kind. Third Party Content may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and Customer acknowledges that DSI is not responsible for and is under no obligation to control, monitor or correct such Third-Party Content.
Customer acknowledges that: (a) the nature, type, quality and availability of Third-Party Content may change at any time during the Services Period, and (b) features of the Cloud Services that interoperate with third parties such as Google MapsTM, FacebookTM, YouTubeTM and TwitterTM, etc. (each, a “Third- Party Service”), depend on the continuing availability of such third parties’ respective application programming interfaces (APIs) for use with the Cloud Services. DSI may update, change or modify the Cloud Services under this Agreement as a result of a change in, or unavailability of, such Third-Party Content, Third-Party Services or APIs. If any third-party ceases to make its Third-Party Content or APIs available on reasonable terms for the Cloud Services, as determined by DSI in its sole discretion, DSI may cease providing access to the affected Third-Party Content or Third-Party Services without any liability to Customer. Any changes to Third Party Content, Third Party Services or APIs, including their availability or unavailability, during the Services Period does not affect Customer’s obligations under this Agreement or the applicable order, and Customer will not be entitled to any refund, credit or other compensation due to any such changes.
Any Third-Party Content that Customer stores in Customer’s Services Environment will count towards any storage or other allotments applicable to the Cloud Services that Customer ordered.

EXCEPT FOR (A) EACH PARTY’S OBLIGATIONS UNDER ARTICLE VII OF THE AGREEMENT (MUTUAL NON-DISCLOSURE), AND (B) EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE X OF THE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (FUTURE OR OTHERWISE), DATA, OR DATA USE. EACH PARTY’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE CLOUD SERVICES OR CUSTOMER ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID TO DSI FOR THE CLOUD SERVICES UNDER THE CUSTOMER ORDER GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, LESS ANY REFUNDS OR CREDITS RECEIVED BY CUSTOMER FROM DSI UNDER SUCH CUSTOMER ORDER.