Master Customer Agreement (“Agreement”) 
Updated 11/15/2023
 
BACKGROUND
 
ARMGASYS, INC, abn ENVIOAG is in the business of providing commercial software products, custom software design and development, full service IT support and related professional services to companies.  The Client desires to retain ENVIOAG as a vendor to provide such services in accordance with and subject to the terms hereof.
Therefore, in consideration of the premises and of the mutual promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
DEFINITIONS
Defined Terms and Priority. References to this Agreement are intended to include all Schedules and a Statement of Work if applicable. All forms referenced herein are subject to all terms and conditions of this Agreement. The terms of this Agreement will control over any conflicting provision in any ENVIOAG documentation, unless otherwise stated therein.  
“Confidential Information” means ENVIOAG’s Software, Documentation, all information relating to the Software, and any information concerning ENVIOAG’s technology or business that is furnished or disclosed by ENVIOAG, or that is otherwise learned by Customer in connection with this Agreement.
“Delivery Date” means the date that ENVIOAG completes installation of the Software at Customer’s designated location or delivers an Enhancement or custom form or report.
“Documentation” means the written end-user guides, documentation, manuals, instructions and/or explanatory materials relating to the use, features, and functionality of the Software that ENVIOAG provides or makes available specifically to Customer.
“Enhancements” means any (a) modification or improvement to, or enhancement or derivative work of, the Software that is developed by ENVIOAG pursuant to an Order Form, or Statement of Work or (b) any interfaces between any of the Software and any Customer systems that are developed by ENVIOAG pursuant to an Order Form or Statement of Work.
“IP Rights” means all forms of intellectual property rights and protections throughout the world, whether currently existing or hereafter developed or acquired and whether now known or hereafter recognized, including all right, title and interest arising under United States or foreign common or statutory law in and to all: (a) patents and all filed, pending or potential applications for patents, including any patent disclosure, reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (b) trade secret rights, know-how, technical information, rights in databases, rights to confidential or other proprietary information and equivalent rights; (c) copyrights, copyright registrations, design registrations and applications therefor, moral rights, other literary property or authors’ rights, whether or not protected by copyright or as a mask work; and (d) proprietary indicia, trademarks, service marks, trade names, trade dress, logos, symbols, domain names, social media identifiers, logos and/or brand names and all goodwill associated therewith.
“Law” means any applicable United States or foreign law, statute, ordinance, code, rule, regulation, order, judgment, decree, requirement or procedure enacted, adopted, applied, enforced or followed by any governmental authority.
 “Licensed Operating Environment” means the third party operating system, hardware, and database products specifically identified in the applicable Order Form and/or Statement of Work.
“Related Party” means any owner, parent, partner, affiliate, subsidiary, agent, contractor, director, officer, hired or leased employee or worker, agent, representative or permitted assignee or successor of ENVIOAG or Customer, as the case may be and as the context indicates; provided that for purposes of this definition, “affiliate” means, with respect to a party, any person or entity directly controlling, controlled by or under common control with, such party.
“Professional Services” means any implementation, training, custom form and report design, custom development, and any other professional services to be provided to Customer by ENVIOAG pursuant to an Order Form or Statement of Work. Professional Services does not include in-scope Support Services.
“Software” means the computer software modules licensed by ENVIOAG to Customer pursuant to this Agreement, in object code only, as described in any Order Form(s), and including all (a) Documentation; (b) Enhancements; (c) other Deliverables created in connection with Professional Services that relate to the Software, including, without limitation, custom forms or reports; and (d) Updates if Customer purchases Support Services. Software does not include third party software.
“Annual Subscription Fee” means the annual cost of the Software as indicated on an Order Form or Invoice
 “Support Services” means the support services provided by ENVIOAG for the technical and general end user support of and Updates to the Software as described in the attached Schedules.
“Updates” means any bug fixes, patches, corrections or workarounds, modifications that affect features or functionality of the Software as it exists on the Effective Date, and minor enhancements of or additions to the Software that provide new or additional features or functionality of the Software as it exists on the Effective Date, made available as a result of the purchase of Support Services, but excluding any releases, new modules not previously licensed, options or future products which ENVIOAG offers separately from the Software and/or Support Services.
 
Article 1 SOFTWARE LICENSE
1.1 Product License Grant, applies to software solutions owned, developed, commercially advertised, and sold by ENVIOAG
ENVIOAG grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use only the Software identified in any Order Form(s) within Customer’s Licensed Operating Environment, subject to all terms and conditions specified in this Agreement and Schedules (the “License”). This Software is licensed, not sold. All rights not expressly granted herein are reserved by ENVIOAG. Customer’s rights to use any third party software shall be governed by the license agreement provided to ENVIOAG by the owner or licensor of such third party software.
License Restrictions. Software may be used:
Only for the benefit of Customer and not for “service bureau” or “application service provider” purposes or any other purpose intended to benefit a party other than Customer. Customer may not sublicense, rent or lease ENVIOAG Software;
With the exception of source code included with development tools, only in object code form. Customer may not reverse compile, or otherwise attempt to derive the source code for any ENVIOAG Software;
Only by the full-time regular employees and other individuals supplementing Customer’s workforce, such as temporary labor, (including via remote access through Internet connection or the like) or by Customer’s customers or suppliers accessing Internet “storefronts” created using the ENVIOAG Software. Access to ENVIOAG Software by anyone else, including but not limited to consultants or other third party providers that are merely supplementing Customer’s workforce, requires an access agreement from ENVIOAG;
Subject to any limitations specified in the attached Schedules.
To make a reasonable number of copies provided the copies are used solely for back-up, testing, or training purposes, are kept in a secure location, and contain all the copyright and other proprietary notices contained on the original copy.
Customer may not alter, enhance, or otherwise modify or create derivative works of or from the Software, or use the Software to develop any application or program having a similar primary function as the Software. Any non-compliance with the foregoing use restrictions is a material breach of this Agreement. If Customer is a unit or agency of the United States Government, or if any Software or services hereunder is acquired pursuant to a contract with any such unit or agency, Customer agrees that the Software and services are provided with Restricted Rights: use, duplication, or disclosure is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software clause at DFARS 252.227-7103 subparagraph (c)(I)(ii), or the Commercial Computer Software Restriction Rights at CFR 52.227-19, subparagraphs (c)(1) and (2), as applicable. The Software is licensed to U.S. Government end users only as a Commercial Item and with only those rights granted to all other end users pursuant to the terms and conditions of this Agreement.
Audit. Customer hereby grants ENVIOAG the right to either audit use of the Software through the Software itself or to enter Customer’s site, upon reasonable prior notice to Customer (which shall not be less than one business day), where the Software is installed from time to time to audit Customer’s use of the Software to ensure that such use complies with this Agreement. If any deficiencies exist, then Customer shall remedy such deficiencies to ENVIOAG’s reasonable satisfaction as soon as reasonably possible. Any audit performed pursuant to this Section 3.3 shall be conducted during normal business hours and shall not interfere unreasonably with Customer’s normal business activities. If any such audit reveals that Customer has used the Software in violation of the limited right and license granted pursuant to Section 2.1, then, at ENVIOAG’s option, Customer shall pay to ENVIOAG additional fees based on ENVIOAG’s commercial price list in effect at the time of the audit for the period of time in which Customer’s use exceeded Customer’s license rights, plus interest on such additional fees at 1.5% per month or the maximum rate permitted by applicable law, whichever is less. The remedy set forth in this Section is cumulative and in no way limits or waives any other remedies available to ENVIOAG.
1.2 Custom Software Design and Development
Client is hereby granted a non-exclusive, non-transferable, non-sublicensable license under copyright to use software created by ENVIOAG on behalf of Client under this Agreement to the extent contemplated by this Agreement and the controlling Statement of Work and/or Order Form.  
Article 2 Intellectual Property Licenses and Proprietary Rights
2.1 Ownership of Deliverables and Other Materials
Customer acknowledges and agrees that ENVIOAG is and shall remain the exclusive owner of all right, title and interest in and to the Software, including all IP Rights related thereto. Except for the limited right and license granted to Customer pursuant to Section 2.1, Customer acknowledges and agrees that Customer has no right, title or interest, express or implied, to all or any portion of the Software. If Customer or any of Customer’s Related Parties are deemed to have any ownership interest or other rights in the Software, including any derivative works, enhancements or other modifications thereto, then Customer shall assign and/or cause such parties to assign, and Customer does hereby assign and agrees to assign, irrevocably and royalty-free, all of such ownership interest or other rights exclusively to ENVIOAG and Customer shall, at ENVIOAG’s reasonable request and expense, complete, execute and deliver any and all documents necessary to effect or perfect such assignments.
Article 3 Services Provided
3.1 Statements of Work
All custom work performed by ENVIOAG shall be documented in a detailed Statement of Work, substantially in the form attached hereto and signed by authorized representatives of both parties.
Each Statement of Work shall incorporate the terms of this Agreement by reference and shall set forth, at a minimum, the Services to be performed (the “Services”), the deliverables to be provided (the “Deliverables”) and any milestones associated therewith, and whether the Services shall be performed on a time and materials or a fixed-fee basis. 
ENVIOAG and Client each shall have the right to accept or decline any proposed Statement of Work.  
In the event of any conflict between a Statement of Work and the terms of this Agreement, the Statement of Work shall control.
3.2 Scope of Services
ENVIOAG shall use commercially reasonable efforts to perform Services as detailed in each Statement of Work. Services may include, but are not limited to software development, network and server support and related services, database configuration, testing and quality assurance services in accordance with the terms and conditions of the applicable Statement of Work.
3.3 Change of Scope
Request for Information (RFI).  If, during the term of this Agreement, additional information is necessary to complete the Scope of Services as agreed in the Statement of Work, an RFI will be generated seeking information.  RFIs will be signed by authorized representatives of both parties before work continues.
ENVIOAG will analyze all RFIs for impacts to project schedule or fees.  Should the outcome of the RFI analysis change the original Deliverables or scope of service in any combination thereof, resulting in additional work, an amended Statement of Work will be issued to Client for approval.  All Statement of Work forms will be signed by authorized representatives of both parties before work continues.   
3.4 Method of Performing Services
ENVIOAG shall determine the method, details, staffing, and means of performing all Services.  
Article 4 Compensation
4.1 Rates
A schedule of rates will accompany each Statement of Work for applicable services.  
4.2 Estimates; Change Management
Estimates of scope and total fees for projects shall be provided in a Statement of Work.  ENVIOAG will notify Client in writing as soon as possible if it will exceed the estimate and any changes shall be negotiated and documented in a Change Order as described in Section 3.3 above. 
4.3 Expenses
Client will reimburse ENVIOAG for out-of-pocket expenses including, but not limited to travel expenses at cost, including transportation, meals and lodging.
4.4 Invoices
ENVIOAG will invoice Client in accordance with the terms set forth in the applicable Order Form or Statement of Work upon project completion. Time and material contracts will be invoiced in accordance to the Company’s work periods. Company reserves the right to send progress invoices. 
4.5 Payment
Unless otherwise stated, invoices are due upon receipt. If the client fails to pay any fees within the specified terms of the Statement of Work, late charges of the greater of 1.5% per month or the maximum allowable under applicable law shall also become payable by the Client to ENVIOAG. In addition, failure of the client to fully pay any fees within thirty (30) days after the applicable due date shall be deemed a material breach of this Agreement, justifying the suspension of the performance of services by ENVIOAG, and will be sufficient cause for immediate termination of this Agreement by ENVIOAG.  Any suspension does not relieve the Client from paying past due fees plus interest and in the event of collection enforcement, the Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, court costs, and collection agency fees.
Credit card payments are processed immediately on the date of invoice.
All payments must be paid in US Dollars. Only checking accounts with a 9 (nine) digit routing number are part of the US Banking System. All other accounts are considered foreign accounts and are not accepted. 
Disputes.  Any dispute relating to the accuracy or Services described on an invoice must be addressed in writing to ENVIOAG within five (5) days following the completion of the project.  ENVIOAG agrees to work in good faith with Client to resolve any performance disputes as compared to the Statement of Work. During the resolution period, all undisputed fees shall remain due and payable.  
Disputes received more than five (5) days after project completion will be warranted by ENVIOAG. All invoices are due in full in accordance to the terms set forth in the Statement of Work.  
Article 5 Representations and Warranties
ENVIOAG warranties project performance per the specifications in the Statement of Work for a period of 180 days from project completion (installation) date.  Any changes to project deliverables made by Client or any non-ENVIOAG personnel after project completion voids this warranty in its entirety. 
ENVIOAG represents and warrants to Client that the Materials, as delivered by ENVIOAG, will not infringe on any U.S. patent issued before the Effective Date; U.S. copyright registered before the Effective Date, or U.S. trademark registered before the Effective Date; provided, however, ENVIOAG shall not be liable hereunder for any intellectual property claims that arise from the original content provided by Client to ENVIOAG; from any hardware or software not provided by ENVIOAG; or from the combination of any Software provided by ENVIOAG with any other hardware or software.
ENVIOAG represents and warrants that services will be performed in a professional manner.
OTHER THAN THE PRECEDING EXPRESS LIMITED WARRANTIES, ENVIOAG MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MATERIALS, DELIVERABLES, SOFTWARE OR SERVICES, AND ALL OTHER SUCH WARRANTIES ARE HEREBY DISCLAIMED.
5.1 Indemnification
Client agrees, to the fullest extent permitted by law, to indemnify and hold ENVIOAG harmless from any claim, damage, liability or cost (including reasonable attorneys’ fees and costs of defense) arising in whole or in part and in any manner from the acts or failure to act, omissions, breach or default of Client, or those of its contractors, subcontractors or consultants or anyone for whom Client is legally liable, and arising from the project that is the subject of this Agreement. In addition, Client agrees to indemnify, and hold ENVIOAG harmless from or against any claim or allegation that any process, technology, equipment, materials or information provided by Client in connection with this Agreement constitutes an infringement of any U.S. patent, trade secret, trademark, copyright or other proprietary rights of any third party.
Article 6 Term and Termination
6.1 Term
This Agreement will become effective on the Effective Date and will continue in effect through for a period of twelve (12) months thereafter.  If this agreement is not terminated via written notice from either party to the other party 60 days prior to the anniversary date of the agreements effective date, this agreement will automatically renew for annual terms.
6.2 Termination for Convenience
ENVIOAG may terminate this Agreement and/or any Statement of Work entered into hereunder upon delivery of ten (10) days written notice to Client.  Termination of a Statement of Work shall not be deemed to be a termination of this Agreement or any additional Statement of Work, unless expressly provided in the termination notice.
6.3 Termination for Cause
ENVIOAG may terminate this Agreement and/or any Statement of Work entered into hereunder in the event the Client is in material breach of this Agreement or such Statement of Work.  
6.4 Delivery of Work Product and Payments for Services Rendered on Termination
If applicable, upon termination or expiration of this Agreement or any Statement of Work entered into hereunder, ENVIOAG will deliver to Client any and all work performed to date under the applicable Statements of Work, including but not limited to any Materials in production on ENVIOAG equipment.  Client will pay ENVIOAG for all work performed on behalf of Client up to and including work performed on the date of termination hereto. 
6.5 Survival:  In the event of any termination or expiration of this Agreement, the following provisions shall survive:  Articles 1, 2, 7, 12, 13
Article 7 Confidentiality
7.1 Confidentiality
In the performance of Services, each party hereto may have access to proprietary and confidential information of other (individually and collectively, the “Confidential Information”).
Confidential Information is all non-publically available information of either party and shall include but shall not be limited to proprietary technology and related documentation; application object code, source code and configurations and customizations; usernames, passwords and any other security and/or access information; marketing and promotion plans; financial information and business practices or policies; and operational processes and procedures. 
Each party agrees to use Confidential Information only for the purpose of executing under this agreement, and any associated Statements of Work attached hereto and shall not disclose Confidential Information to any third party without the prior written consent of Client.  Each party agrees that the other party may disclose Confidential Information to those of its employees and representatives with a need to know such information; provided each such individual shall be bound by confidentiality obligations at least as strenuous as those set forth herein.  Notwithstanding the foregoing, each party shall be responsible for its employees and agents’ compliance with the terms of this Agreement.  Except as expressly authorized herein, each party will hold in confidence and not use or disclose any confidential information, excluding 1) information available in the public domain; 2) information being requested by process of law to make such disclosure; 3) information rightfully received from a third party without confidential limitations; 4) information approved for release by the other party or 5) information developed internally by either party
Upon completion of this Agreement or any Statement of Work entered into hereunder, each party shall return, or destroy, all Confidential Information supplied under this Agreement. 
Article 8 Independent Contractor
8.1 Intention of Parties
ENVIOAG shall perform Services pursuant to this Agreement as an independent contractor with respect to Client, and nothing in this Agreement shall create, or be deemed to create any relationship of employer and employee or of principal and agent between Client and ENVIOAG.  As an independent contractor, ENVIOAG is solely responsible for payment of all compensation to its employees and all applicable obligations to state and/or federal governmental agencies, including, but not limited to, income tax, unemployment tax, business registrations fees, etc., for its own employees.  ENVIOAG agrees to defend, indemnify and hold harmless Client from and against any claims, liabilities, or expenses relating to payment of compensation to ENVIOAG employees, as well as their tax, assurance, and/or benefit matters.
8.2 Location of Work
ENVIOAG will work at its own locations, as well as the offices of Client when necessary for meetings and consultations.  ENVIOAG will set its own hours and days of the week to work, consistent with its responsibilities to Client.
8.3 Nonexclusive
Subject to compliance with the terms and conditions of this Agreement, including but not limited to Articles 7 and 9, ENVIOAG shall retain the right to perform similar services for others during the term of this Agreement.  
Article 9 Protection from Hiring of Personnel.  During the Term of this Agreement and for the period ending twelve months following termination or expiration of this Agreement in accordance with its terms, Client agrees that it will not, directly or indirectly, solicit or attempt to solicit for employment any individuals employed by or contracting with ENVIOAG during the Term of this Agreement if such individual had contact with such first party in connection with the performance of Services under this agreement. 
Article 10 Additional Warranties
10.1 Authority; No Conflicts
Each party represents and warrants that (i) it has the requisite right, power, and authority to enter into and to perform its obligations under this Agreement; (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; and (iii) this Agreement does not conflict with the terms of any other agreement to which it is a party.
10.2 Compliance with Law
Each party represents and warrants that it will perform its obligations under this Agreement in compliance with all applicable laws, statutes, rules, regulations, orders and decrees.
Article 11 Force Majeure.  
A Party affected by an event of Force Majeure shall be released without any liability on its part from the performance of its obligations under this Agreement, but only to the extent and only for the period that its performance of such obligations is prevented by circumstances of Force Majeure and provided that such Party shall have given notice to the other Party as soon as is reasonably practicable. Such notice shall include a description of the nature of the event of Force Majeure, its cause, and its possible consequences. The Party claiming circumstances of Force Majeure shall promptly notify the other Party of the termination of the event. The period of Force Majeure shall be deemed to commence on the date that the event of Force Majeure first occurs. During the period that the performance by one Party of its obligations under this Agreement has been suspended by an event of Force Majeure, the other Party may likewise suspend the performance of all or part of their obligations under this Agreement.  For purposes of this Agreement, “Force Majeure” shall include all acts or events beyond the control of the Parties, such as but not limited to, strikes, lockouts, labor disturbances, accidents to equipment, policies or restrictions of governments including restrictions on export, import or other licenses, floods, earthquakes, fire, or other catastrophes, war (whether declared or not), riots, weather conditions, communication line failures, or civil disturbances, or any other contingency whatsoever beyond the control of any Party, existing on or after the Effective Date which prevents totally or partially the fulfillment of the obligations of any Party.  Neither Party shall be liable for any loss, injury, delay or damages suffered or incurred by the other Party due to a party’s inability to perform in whole or in part its obligations set forth in this Agreement as a result of the above causes, to the extent such obligations are excused thereby.  If a Party’s performance of any of its obligations hereunder is prevented by circumstances of Force Majeure for longer than fifteen (15) days (and “Event of Extended Force Majeure”), the other Party may terminate this Agreement by delivery of written notice.
Article 12 Disclaimers; Limitations; Remedies
12.1      Disclaimers
Other than the representations, warranties, covenants and obligations set forth in this Agreement and in any Statement of Work entered into hereunder, ENVIOAG hereby disclaims all other warranties of any kind, express, statutory, implied or otherwise, without limitation, warranties of merchantability, noninfringement and fitness for a particular purpose.
12.2      Equitable Remedies
With respect to Article 7, the parties agree that any breach thereof by either party will cause the other party irreparable damage for which the recovery of money damages would be inadequate.  The affected party will, therefore, be entitled to obtain timely injunctive relief to protect its rights under this Agreement in additional to any and all remedies available at law.
12.3      Limitation of Liability
ENVIOAG liability for any error or omission in the services rendered hereunder or under any SOW shall in no event exceed the amount of costs and fees received by ENVIOAG prior to the occurrence of the error or omission and shall not include any indirect or consequential damages, costs, of expenses including without limitation lost income, lost profits, losses related to business interruption, damage to reputation, or loss of business incurred by the client or any other Party as a result of the error or omission. ENVIOAG shall have no liability for unauthorized access to, or alteration, theft or destruction of data files, programs or information through accident or fraudulent means or devices.   
Article 13 General Provisions
13.1     Notices
Any notices to be given hereunder by either party to the other may be effected either by personal delivery, overnight carrier or by mail, registered or certified, postage prepaid with return receipt requested.  Notices shall be addressed to ENVIOAG to the address maintained on its public website or to the last known address of Customer in ENVIOAG’s records.  
13.2     Entire Agreement of the Parties and Modifications
This Agreement contains the entire agreement between the parties and may not be changed orally, but only by agreement in writing signed by the party against whom enforcement and waiver, change, modification or discharge is sought.
13.3    Governing Law
This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the state of Idaho, without regard to conflicts of laws principles. The parties irrevocably consent to the exclusive jurisdiction of and venue within the state or federal courts located in Ada County, Idaho as the forum for resolution of disputes arising out of or related hereto.
13.4     Assignment
The rights and interests of either party in this Agreement (i) may not be sold, transferred, assigned, pledged or hypothecated, without the prior written consent of the other party; and (ii) shall be binding upon and run in favor of the successors and assigns of such party.
13.5     Captions
Section headings, or “captions”, in this Agreement are for convenience of reference only and shall not be considered part of this Agreement.
13.6     Severability
If any provision of this Agreement is held to be invalid, void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will nevertheless continue in full force and effect without being impaired or invalidated in any way.

SCHEDULE A ENVIOAG Software Products

This Schedule A lists ENVIOAG Software Products and/or Materials that ENVIOAG agrees to license to CUSTOMER in accordance with the terms set forth in the Master Agreement.

Additional Terms

1. Payment is non-refundable and due in full upon receipt of invoice.

SCHEDULE B: ENVIOAG, Inc. Third Party Tools

This form lists Third Party Tools procured by ENVIOAG for customer in accordance with the Master Agreement.

Additional Terms

1. Payment is non-refundable and due in full upon receipt of invoice, unless CUSTOMER elects monthly credit card payments, billed monthly for 12 consecutive months.

2. Should CUSTOMER cancel service prior to full payment for Third Party Software Product(s), COMPANY will invoice or draw full payment reimbursement, at the time of cancellation.

3. Assignment:

a. All third-party items will be licensed directly to CUSTOMER.

b. 3rd party license compliance and maintenance become the full responsibility of the CUSTOMER upon delivery.

SCHEDULE C: ENVIOAG, Inc. Training and Education Services

This form lists ENVIOAG Training and Education Services in accordance to the schedule of rates.

Initial Set Up, Training and Support

Additional Terms

1. Payment is non-refundable and due in full upon receipt of invoice.

2. Training and Set Up includes scheduled live online training to set up CUSTOMER environment and teaching EnvioAg best practices based on CUSTOMER sales model

3. CUSTOMER participation in training is not optional. Training is required for successful implementation and continued use of EnvioAg

4. Out of Scope:

a. The following items are considered out of scope for this Schedule and can be scheduled under a fee-based Statement of Work. This list is not all-inclusive.

i. CUSTOMER did not attend initial training deemed reasonable and customary to successfully implement and use EnvioAg

ii. CUSTOMER employee turn-over rate demands ongoing, continued training sessions

iii. Third party software/hardware impacts on EnvioAg

iv. Industry and Business analysis

SCHEDULE D: ENVIOAG, Inc. Product Support Services

This form lists ENVIOAG Product Support Services in accordance to the schedule of rates.

Product Support Services Included in Subscription Fee

When you’re successful, we’ve succeeded. We understand you will have questions along the way and we are here to help you. Our Product Support Service is unlimited as long as your annual subscription is active, however, some requests will be considered out of scope and will be billed in accordance to the schedule of rates.

Additional Terms

1. Out of Scope:

a. The following items are considered out of scope for this Schedule and can be scheduled under a fee-based Statement of Work. This list is not all-inclusive.

i. Server Performance Issues/Analysis

ii. Environmental IT Changes

iii. Creating New Companies/Sandbox (beyond initial setup)

iv. Changing Reporting Services Data Sources

v. Hardware Issue(s) Analysis

vi. Switching to a Different Accounting Package

vii. Server SQL Upgrade

b. After the first year the following services may be considered fee-based, this list is not all-inclusive.

i. Grower Accounting Modifications

ii. Adding Price Schedules and Training

iii. Product Catalog Adjustment (beyond initial setup)

iv. Charge Setup and Testing (initial setup included, however complex modifications may require a fee-based Statement of Work)

v. Adding Material Tracking to EnvioAg (beyond initial setup)

vi. Grower Settlement Reworking

2. Your subscription must be in good-standing to receive support services.

3. Hours of Support:

a. Monday – Friday, 7:00 AM – 4:00 PM MST, EXCLUDING Federal Holidays recognized by ENVIOAG.

b. Calls or emails received outside of these hours or on holidays will be addressed the following business day.

c. Fee-based after-hours support is available in accordance to the schedule of rates.