Support Policy Hours : 8am – 6pm, Monday to Friday Contact : support@cosserp.co COSS is committed to providing the best technical support possible and is introducing a new support policy to better serve you. This policy will bring clarity to what is included under the different levels of support. We have enhanced the options to allow you to choose the policy that suits your specific company needs. Plan Options COSS will offer all clients two options to choose from: Enhancement Plan and COSSERP Service Plan. Enhancement Plan: For clients who are comfortable with the software and only require the new builds and software enhancements that are created during the year. COSS rolls out at least 2 releases of the COSSERP product, along with minor builds per year. If you require assistance with the software, you will be billed at a rate of $250 for the first hour and an hourly rate of $195 thereafter. Partial use of an hour is billed at the full hourly rate. Payment is required prior to the work ticket being issued to the support representative. If the support department deems the issue that you are experiencing is a software issue, your payment will be refunded. Cost: 20% of MSRP of software licenses. COSSERP Service Plan: For clients who require support and enhancement to the product. Clients who choose the COSSERP Service Plan can contact the support department via email during business hours and receive assistance to resolve issues. Additionally, Advisory Hours provided free of charge for report customizations, training, and form generations. This plan reflects our recommendation and is the standard billing plan. These hours need to be applied during the supported year and do not role into future years. Cost: 20% of MSRP of software licenses includes 1 Advisory hour per license ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Understanding Technical Support Incident vs Advisory Services ​ Definition of Technical Support Incident: Support incident (software issues) relates to problems with specific symptoms encountered while using COSSERP and Microsoft Dynamics products, where there is a reasonable expectation that the problems are caused by software. Support incidents provide reactive support that focuses on a specific problem, error message, or functionality that is not working as intended. An incident is defined as a single support issue and the reasonable effort needed to resolve it. A single support issue is a problem that cannot be broken down into subordinate issues. If a problem consists of subordinate issues, each shall be considered a separate incident. You are responsible for implementing the procedures necessary to safeguard the integrity and security of your software and data to reconstruct lost or altered files resulting from failures. Definition of Advisory Service: Advisory Hours are used for Advisory Services requests to provide guidance beyond the basic “How to” advice. Typical advisory service cases focus on recommendations or best practices used to solve how-to scenarios that take advantage of COSSERP and technologies. These can include guidance for migration, deployment, development, optimization, design and implementation, solutions, scenarios, and architecture. Clients can also use advisory hours to modify forms, create smartlists, and develop reports. Advisory Services are deducted from your available hours. The hours deducted will vary based on delivery time for customized solutions as agreed with your support rep. Examples of Issues included in the COSSERP Service Plan, Enhancement Plan and Advisory Hours. ​ The following are some examples included in your Enhancement Plan: Incidents related to software problems—Incidents caused by a confirmed software problem in COSSERP. This includes reporting software problems to us and obtaining assistance in determining if there is a possible workaround or temporary solution to the issue. After additional research, if an incident that was previously charged is determined to be a result of a software problem, the original charge will be refunded. A call or e-mail requesting that a customer's name be added to an existing problem report is free. Ongoing incidents—Additional calls or e-mails needed to solve an ongoing issue are not considered chargeable. Ongoing incidents are assigned a case number. If you have more information about a support incident, you can locate your case number in your support history, choose update, and add additional details at no charge. ​ The following are some examples included under the COSSERP Service Plan. Troubleshooting assistance— An example of troubleshooting assistance may include a situation where accounts are not in balance or do not match. COSS will log in and assist you with understanding and solve your issue. Mission-critical help— Mission-critical operations include system-down situations as well as situations where an operation vital to the customer's success cannot be performed, resulting in potential threats to the financial or legal obligations of the customer. An example, COSS might need to help recover data from a backup. Another example, COSS need might to correct the data behind the scenes so that the client can resume operations quickly. ​ System or implementation problems—you can contact support for quick assistance to explain an implementation issue. Examples of these types of problems include asking what is wrong if you are unable to launch your solution from one of your workstations when you are installing your solution. Or after installing on a new workstation you just added to your network, you are unable to launch your solution from the new workstation and are wondering what could be wrong. Another might be a quick question regarding where a setting might be changed. ​ Training is not covered under support. If COSS determines a support call turns into a training session you will redirected to your customer service who you can discuss needs and a quotation will be provided. COSS Systems Corp. 3 West End Ave. Old Greenwich, CT 06870 support@cosserp.co - 1-800-961-0288 Loading new version of COSSERP – New versions of COSSERP are available twice a year and this is included under your COSSERP Service Plan. Additional builds are available throughout the year and clients can use their advisory hours if they would like to update their systems more frequently. You can call into support with the case number and receive an update on what build will address the issue. Software Enhancements – COSS encourages our clients to update us on ways that we can continually improve COSSERP. If you note an idea and think it would benefit the software, please submit your request to the support department and it will be forwarded to the programming department for analysis. ​ The following are some examples of Advisory Hours : Form / Report Generation – Continuous modification to a purchase order form because it now requires additional information on the form that is being sent out to vendors. On the financial side, the software comes with basic out of the box Financial Reports. Generating additional financial reports using MS Management Reporter is a perfect use of advisory hours. Smartlist Building – If the basic smartlist included with the system does not provide all the data required, advisory hours can be used to generate custom Smartlists to meet your needs. To do this, a product called Smartlist Builder must be purchased. Enhanced Accounting Assistance – COSS support will provide basic assistance to the clients accounting department if the COSSERP Service Plan is employed. However times exist, where clients need COSS to work with the internal or external accountants to explain an issue or to trace an issue through the use to the software. Install 3rd Party updates – many COSS clients benefit from the wealth of extra software tools that are offered in the Microsoft world, these do require updates from time to time. Support Timing Based on the Type of Issue. COSS strives to provide timely support and to be able to provide accurate delivery times for software fixes and issues. The following are the time goals that COSS maintains, and will follow depending on the type of issue supported. All support is done during 8am – 6pm unless otherwise stated. Off hours support can be arranged at $250 per hour if it is required. The time frames below reflect emails sent directly to support@cosserp.co ​ ​ ​ Renewal Policy COSS will send the renewal support invoice to clients 60 days prior to the expiration of the current covered period if you purchased COSSERP prior to Dec 31, 2020. For clients who purchased after Jan 1, 2021 and on a monthly SAAS model, you will need to send written ​ Policy Expiration Failure to pay the support invoice by the due date will result in no further support, including but not limited to trouble shooting, new software builds, mission critical help and software questions. ​ If you decide to reactivate your policy, a 20% reactivation fee based on the yearly support fee, is applicable. Additionally, the policy will be reactivated and the date set back to the original expiration date. For example, if your support policy is Jan 1 2020 – Dec 31 2020. This would mean that on Jan 1 2021 you would receive no additional support if the invoice was not paid. If you decide on Feb 1 2021 to reactive your policy – you are responsible for the reactivation fee and your new policy would be from Jan 1 2021 – Dec 31 2021. ​ Policy Effective Immediately – Jan 1, 2021 COSS Software License and Warranty ​ COSS Systems Corp. ("COSS") licenses this Software (as defined below) to you only upon the condition that you accept all of the terms and conditions contained in the following license agreement. Please read the terms and conditions carefully as continuing with the setup procedure will indicate your acceptance of all of the terms and conditions of the license agreement ("Agreement"). If you do not agree to the terms and conditions, COSS is unwilling to license the software to you, in which case you must immediately return the software to COSS or your authorized dealer. ​ Definitions Except for any software, programs, applications, files, or other electronic material which is licensed to Licensee by a third party (including but not limited to Microsoft, Inc.), "Software" as used herein shall mean the programs, applications, and files delivered to Licensee by Licensor, whether supplied by removable media or file transfer, as well as any and all copies, updates, maintenance releases, or modifications provided by COSS, and all parts or portions thereof. "Licensor" shall be taken as referring to COSS Systems Incorporated. "Licensee" shall be taken as referring to the person or business entity that purchased this License to use this Software or for whom such License was purchased. “Station” shall mean a single personal computer, workstation, terminal, handheld computer, mobile phone, personal digital assistant, or other electronic device. ​ Grant of License Upon acceptance of the Agreement, as evidenced by opening the software envelope, continuing the setup procedure or using the Software, COSS grants Licensee a fully paid up, irrevocable, non-transferable, non- sublicensable, non-assignable, non-exclusive, worldwide license to use, execute, install, and run one copy of the Software on as many Stations as licenses purchased under the Quote (including, if applicable, any modifications or extension of the Quote), connected to a single Network Server or Application Server. In addition, Licensee may make one copy of the Software for backup purposes only, provided that the backup copy may not be used for any purpose other than as a backup. Copyright The Software and the accompanying documentation are protected by the copyright law and by international treaty provisions. It may not be reproduced in any form save for the sole purpose of making a backup copy for archival purposes. You may not reproduce the written documentation accompanying the Software other than copies made for internal use. Other Restrictions You may not use, copy, modify, or transfer the Software, or any copy, modification, or merged portion, in whole or in part, except as expressly provided for in this Agreement. Licensee shall not decompile, disassemble, or reverse engineer any of the Software or attempt to do so. Licensee shall not rent, lease, sublicense, or transfer the Software. Proprietary Rights Other than any license granted herein, Licensor retains exclusive proprietary rights (including all rights, title, and interest) in the Software. Licensee agrees not to represent that the Licensor is affiliated with or approves of Licensee’s application software in any way. Licensee shall not use Licensor’s name, trademarks, or any Licensor designation in association with Licensee’s application software. Termination Except as provided in this Section, the license granted hereunder shall be perpetual and irrevocable. In the event that this Agreement is terminated, Licensee shall be entitled to continue to use the Software as updated and enhanced from time to time, under the terms of the License set forth herein, but shall not be entitled to any further support, updates, maintenance, or other services from COSS. In addition, upon such termination, Licensee’s obligations with respect to Other Restrictions shall remain in effect. In the event that this Agreement, or the Software and Implementation and Consulting Agreement between COSS and Licensee (hereinafter referred to as the “Implementation and Support Agreement”) are terminated, at Licensee’s request and expense, COSS will provide reasonable assistance to facilitate Licensee’s transition to a different service provider. Any such services shall be provided at COSS’s then- existing prevailing rates for support services. Limited Warranties: Disclaimers COSS does not warrant that the functions contained in this Software will meet your requirements or that the operation of this Software will be uninterrupted or error-free. COSS warrants that provided that Licensee follows the instructions, the Software will perform in a commercially reasonable manner, and substantially as described in the materials provided by COSS to Licensee in connection with the Quote and with the Software. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond COSS’s reasonable control. This warranty is given in addition to other rights and remedies you may have under law, including your rights and remedies in accordance with the statutory guarantees under local Consumer Law. COSS does warrant the media on which the Software is furnished to be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery to you. ​ This Limited Warranty covers the Software from the date of installation for the period during which Licensee and COSS (or their permitted successors) are subject to the Implementation and Support Agreement applicable to such Software. In addition, in the event of Termination or if the Parties are no longer subject to a Implementation and Support Agreement, this Limited Warranty shall continue for the longer of one year from the date on which the Software was accepted after installation and configuration by COSS or 30-days from the last received supplement, update, or replacement provided prior to the termination or expiration of this License or the applicable Implementation and Support Agreement. In addition, COSS warrants in perpetuity that the COSS is the sole owner and title holder of the Software, or is duly authorized by any other owner(s) to license the Software as provided for herein; that it has the right to enter into this Agreement; and that the Software does not and will not violate or infringe upon the intellectual property rights or any other rights of any person, firm, corporation, or other entity. To the extent permitted by law, any implied warranties, guarantees or conditions (other than of noninfringement and ownership) will continue only during the term of the Limited Warranty. Some states do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you. They also might not apply to you because some countries may not allow limitations on how long an implied warranty, guarantee or condition lasts. ​ The Limited Warranty is the only direct warranty from COSS under this Agreement. COSS gives no other express warranties, guarantees or conditions. Where allowed by your local laws, COSS hereby excludes all implied warranties of merchantability and fitness for a particular purpose. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws. ​ Remedies: Limitations In the event of a breach of the above Limited Warranty, COSS will update, modify, repair, or replace the Software as soon as practicable at its own expense. If after reasonable efforts, COSS is unable to repair or replace it so that it functions in accordance with the Limited Warranty, COSS will refund the amount paid by Licensee for the Software, as set forth in the Quote. COSS will also update, modify, repair, or replace any supplements, updates and replacement Software at no charge during the term of this Agreement. In order to receive such refund, You must uninstall the Software and return any media and other associated materials to COSS. ​ IN NO EVENT WILL COSS SYSTEMS INC. BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SALES, INJURY TO PERSON OR PROPERTY OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SOFTWARE EVEN IF COSS OR ITS AUTHORIZED REPRESENTATIVE (S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT SHALL LICENSOR’S LIABILITY HEREUNDER EXCEED AMOUNTS PAID TO LICENSOR BY LICENSEE UNDER THE TERMS OF THE QUOTE. ​ General Licensee may not sublicense, assign or otherwise transfer this License or Software except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign, or transfer any of the rights, duties or obligations hereunder is expressly prohibited and will terminate this Agreement. This Agreement will be governed under the laws of the State of Connecticut in the United States of America. Any disagreements relating to this license will be adjudicated in the state or Federal Courts within the State of Connecticut, USA. ​ By installing the software or continuing with the setup procedure, Licensee acknowledges that Licensee has read this agreement, understands it, and agrees to be bound by its terms and conditions. Licensee further agrees that this is the complete and exclusive statement of the Agreement between us, which supersedes any proposal or prior agreement, oral or written, any provisions imbedded within the Software, and any other communications between us relating to the licensing of the Software. 6281767v.2