Terms and Conditions

This Software License Agreement (hereinafter referred to as “Agreement”, “End User License Agreement” or "the EULA") is entered by and between LeverX, Inc., with offices at 801 Brickell Ave # 1970, Miami, FL 33131 (hereinafter referred to as “LeverX”) and _____________ with offices at _________________ (hereinafter - the “Licensee”), jointly referred to as "the Parties", and each one in particular, as "a Party".

WHEREAS, Licensee wishes to license LeverX Software as defined in this EULA and the Software Order Form and as amended and LeverX desires to license this software to the Licensee.

NOW, THEREFORE, the Parties hereto agree as follows:

This EULA, including its new versions, covers all the terms of the LeverX DMP software (“Application”) used by the Licensee.

Application license terms may also include the Additional Terms as specified by LeverX in the additional documents provided by LeverX to the Licensee. LeverX shall provide the Licensee with a reference to the Additional Terms if any. The Additional Terms form an integral part of this EULA. The Licensee’s acceptance of this EULA shall be treated as an acceptance of the Additional Terms available on the Effective Date subject to the Additional Terms provided to the Licensee by LeverX.

The licensee acknowledges and agrees that by accepting this EULA including the Additional Terms, if any, the Licensee enters into a legally binding contract with LeverX. If there is any contradiction between the Additional Terms and the EULA, the Additional Terms shall prevail. We recommend printing or saving a copy of the Agreement for Licensee’s the records.

DEFINITIONS
1. The following terms and expressions used in this Agreement shall have the following meanings:
2. References to the singular include the plural and vice versa, and references to one gender include the other gender.
3. Any phrase introduced by the expressions "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
SCOPE OF LICENSE
1. Subject to the terms of this EULA and the Software Order Form LeverX hereby grants Licensee a limited, non-transferable, personal, non-exclusive, simple, non-sublicensable, non-assignable, license to download, install and use the Application in accordance with this Agreement. This license is not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
2. The Licensee may use the Application on terms of this EULA and the Software Order Form within the Trial Period and thereafter - within the License Period.
3. The License to the Application is a worldwide license.
4. Use of the Application according to this EULA within the License Period requires payment of the License Fee on terms and in the amount as specified in the Software Order Form. Failure to pay the License Fee on time shall be considered as a material breach of the EULA. Until otherwise specified in the LeverX invoice all fees shall be paid by the Licensee Net 30 days from the invoice date.
5. Unless otherwise provided in the EULA, LeverX does not guarantee the continuous availability of the Application, its enhancement, or its update. LeverX may revise, modify or cease to provide, require Licensee to immediately cease using Application or its functionality or any part thereof, which may result in loss of compatibility, denial of access to the functionality of the Application, servers, tools, information, and databases, commercial activities related thereto, with 30 days notice, or when practicable, whichever is sooner.
PROHIBITED USE OF THE APPLICATION
1. No Modifications: Without the prior written consent of LeverX, Licensee will not remove or hide, modify, undertake, cause, permit or authorize the modification, translation into other languages, creation of derivative works, reverse engineering, decompiling, disassembling or hacking of the Application or any part thereof or otherwise alter the User Interface. Licensee will also not create derivative software based on the Application or the software which includes the Application without prior authorization from LeverX.
2. Licensee agrees not to use the Application for the processing of personal data if the Licensee is not permitted to do such processing. Licensee may not access the Application in an unauthorized manner. Licensee agrees not to use the Application for any illegal, immoral, or harmful purpose, in violation of the laws applicable to the Licensee.
3. No Granting of Rights to Third Parties: Licensee will not sell, assign, sublicense, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Application including any part thereof.
THIRD PARTIES IP RIGHTS
1. The Application may use or incorporate itself, software, and other technology, proprietary materials owned and controlled by Third Parties and licensed under and subject to the permission of the respective Third-Party License. Any such Third-Party software or technology that is incorporated in the Application falls under the scope of this Agreement. The Third-Party Software shall be used by Licensee in accordance with the respective end user license agreement provided by such third party as provided to you along with the Application and this Agreement. The list of the Third-Party Software is available in the installation package of the Application. By entering into this Agreement Licensee consent to the terms of the respective Third-Party license agreement.
2. Licensee hereby agrees and acknowledges that until otherwise specified in the respective Third-Party Software license agreements, all such Third-Party Software, assemblies, or technology are provided "AS IS" by the Third Party WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE OTHER COMPONENTS OR THE USE OF OTHER DEALINGS IN THE OTHER COMPONENTS. Such Third Parties disclaim all liabilities, damages, warranties, indemnities, and other obligations of any kind, express or implied, with regard to such Third-Party Software, assemblies, or technology. Nothing in the foregoing affects any performance warranty provided by LeverX with regard to the Application as a whole.
RIGHTS, RESPONSIBILITIES, AND WARRANTIES LIMITATION
1. Licensee will at all times maintain the value and reputation of the Application, and LeverX brand or name, to the best of the Licensee’s abilities.
2. Licensee agrees that the use of the Application shall be in compliance with all applicable laws and regulations (including without limitation those relating to the protection of privacy and the processing of personal data).
3. Licensee agrees that Licensee is solely responsible for any results of the Application use and LeverX has no responsibility to Licensee or to any third party for such results.
4. Licensee hereby specifically acknowledges that Licensee’s rights to use the Application are strictly subject to the Licensee’s full compliance with the EULA and any breach of any provision of the EULA may result in the Application license termination by LeverX.
5. Licensee represents and warrants that it is authorized to enter into and comply with the terms and conditions of this EULA. Furthermore, the Licensee represents and warrants that Licensee will at any and all times meet its obligations under the EULA, as well as any and all laws, regulations, and policies that may apply to the use of the Application.
6. Licensee agrees that LeverX may from time to time with prior 30 days’ notice to the Licensee amend the terms of the EULA by sending the amended EULA to the email provided by the Licensee and specified in the LeverX invoice issued to the Licensee. It is the sole Licensee’s obligation to monitor the amendments to the EULA to ensure the Licensee is aware of any changes in this EULA. In case the Licensee does not agree on the changes in the EULA, the Licensee shall notify LeverX within 30 days from the moment of the amendment receipt so the Parties agree on the new terms of EULA. In case the Licensee fails to provide respective notice to LeverX, the amended EULA shall be effective from the date specified in LeverX notification.
EXCLUSIVE OWNERSHIP RIGHTS. PUBLIC CASE STUDIES AND MARKETING REFERENCES
1. Any and all IP Rights to the Application, LeverX website, Documentation, LeverX trademarks and logos, and any derivative works thereto created by or for LeverX, its licensors are and shall remain the exclusive property of LeverX and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to or to vest any such IP Rights in, Licensee. All exclusive rights to the Third-Party Software shall remain with the respective Third Party.
2. Licensee is only entitled to the limited use of the IP Rights granted to the Licensee in this Agreement. Licensee will not take any action to jeopardize, limit or interfere with jeopardize IP Rights. Any unauthorized use of jeopardized IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws.
3. No Removal of Notices: The Licensee agrees that Licensee will not remove, obscure, make illegible, or alter any notices or indications of the IP Rights and/or LeverX rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
4. Right to Reference. Licensee hereby grants LeverX the right to include Licensee’s name and logo in LeverX’s marketing and promotional materials, including but not limited to LeverX’s website, presentations, and customer lists, solely for the purpose of identifying Licensee as a client of LeverX.
5. Case Studies and Success Stories. With the prior written consent of Licensee (email confirmation shall be sufficient), LeverX may collaborate with Licensee to prepare and publish a case study, success story, or similar marketing material describing Licensee’s experience and results achieved through the use of the Application.
6. Approval of Materials. LeverX shall not publish, distribute, or otherwise make public any marketing material or case study under this Section without obtaining Licensee’s prior written approval of the final content.
7. Confidentiality. LeverX shall not, under any circumstances, disclose any of Licensee’s confidential, commercial, or trade secret information in connection with any reference, publication, or marketing activity under this Section. All disclosures shall comply with the confidentiality obligations established in this Agreement.
8. No Financial Obligation. This Section shall not impose any financial obligation or compensation requirement on either Party. Participation in any marketing activity or case study under this Section shall be at no cost to the Licensee.
9. Withdrawal of Consent. Licensee may withdraw its consent to any reference or publication at any time by providing written notice to LeverX. LeverX shall, within a reasonable period not exceeding thirty (30) days, cease any further use of Licensee’s name, logo, or related materials in public marketing content.
APPLICATION SUPPORT AND UPDATES
1. If otherwise is not agreed by the Parties, during the License Period LeverX provides Application support by processing the respective Licensee’s requests for support and providing updates to the Application, if applicable. These updates are required to maintain software compatibility, provide security updates or bug fixes, or add new features, functionality, or versions. Licensee agrees to receive such updates from LeverX in order to continue using the Application. Licensee may have to enter into a renewed version of the EULA in the event the Licensee download, install or use a new or updated version of the Application.
2. The Licensee is responsible for downloading and installing updates to the Application by following LeverX notices provided to the Licensee.
3. Application support is provided according to the terms of the Application Support Agreement as attached to the EULA.
INDEMNIFICATION
1. LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD LEVERX AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF THE LICENSEE’S (A) VIOLATION OR BREACH OF ANY TERM OF THIS EULA OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE APPLICATION, OR (D) BREACH OF PERSONAL DATA REGULATIONS APPLICABLE TO THE LICENSEE AS A RESULT OR IN THE PROCESS OF THE APPLICATION USE.
2. LeverX shall indemnify, defend, and hold harmless Licensee, its Affiliates, and their respective officers, directors, and employees (collectively, Licensee's Indemnified Parties) from and against any and all claims, suits, actions, proceedings, or allegations brought against Licensee's Indemnified Parties by a Third Party that any of the Licensor's IP is invalid or infringes, misappropriates, or otherwise violates the intellectual property rights of a Third Party; or (b) any and all Losses arising out any inaccuracy of the representation or breach of the intellectual property warranty.
LIMITATION OF LIABILITY
1. LeverX warrants that the Software will materially conform to LeverX's user documentation delivered to Licensee under this Agreement. LeverX does not make any further warranties, claims, or representations with respect to the Application, including, without limitation, warranties or conditions of quality, performance, merchantability, or fitness for use for a particular purpose, except the purposes clearly specified by LeverX. LeverX does not represent or warrant that the Application will always be uninterrupted, timely, secure, accurate, complete, and error-free or will operate without packet loss.
2. In no event shall either Party, its Affiliates, licensors or the LeverX staff be liable, whether in contract, warranty, tort (including negligence), software liability, or any other form of liability, for:
  1. any direct, incidental, special, or consequential damages of any kind whether under this Agreement or otherwise; and
  2. any loss of income, business, or profits (whether direct or indirect) arising out of the use or inability to use the Application;
  3. any loss or damage which may be incurred by the Licensee as a result of:
any disruptions or delays in any communication when using the Application;
the suspension or termination of this agreement by the Licensee or by LeverX for any reason; and
the release or the decision not to release new versions of the Application by LeverX.
1. The limitations on LeverX liability to the Licensee shall apply whether or not Licensee, its affiliates, or staff have been advised of the possibility of such losses or damages arising.
2. Nothing in the EULA is intended to exclude or restrict or shall be construed as excluding or restricting the liability of LeverX for (i) the death or personal injury caused by the negligence of LeverX, LeverX staff, or its agents, or (ii) any liability which cannot be limited or excluded by law.
3. The total liability of LeverX to the Licensee shall be limited by the amount of the fee paid by the Licensee to LeverX for one calendar year.
4. Jurisdiction's Limitations: As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to Licensee. In such an event, the liability will be limited to the maximum extent possible within the applicable legislation.
TERM, TERMINATION, UPDATES
1. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either LeverX or Licensee as set out below. If neither Party notifies the other Party 30 days before the end of the License Period of its intention to terminate this Agreement, then the Agreement is considered extended for the following year.
2. Licensee may terminate this Agreement with immediate effect at any time subject to payment to LeverX all outstanding fees as specified in this EULA below.
3. Without limiting other remedies, LeverX may limit, suspend this license and Licensee’s use of the Application or terminate the EULA with immediate effect, automatically and without recourse to the courts and without notice, if the Licensee is in breach of the terms of this Agreement, or engaged in fraudulent, immoral or illegal activities, or for other similar reasons.
4. Either Party shall have the right to terminate this EULA upon written notice to the other Party: (a) if such other Party is declared insolvent or bankrupt by a court of competent jurisdiction; (b) if a voluntary or involuntary petition in bankruptcy is filed in any court of competent jurisdiction against such other Party and such petition is not dismissed within 2 months after filing; (c) if such other Party shall make or execute an assignment of substantially all of its assets for the benefit of creditors; or (d) substantially all of the assets of such other Party are seized or attached and not released within 3 months thereafter.
5. Consequences of Termination.
  1. Upon termination of this EULA according to the clause 10.1, 10.2, 10.4 of the Agreement the Licensee shall have the right to use the Software till the end of the prepaid License period;
  2. Upon termination of this EULA according to the clause 10.3 of the Agreement: (a) all licenses and rights to use the Application shall immediately terminate; (b) Licensee will immediately cease any and all use of the Application; and (c) Licensee will immediately remove the Application from all hard drives, networks, and other storage media and destroy all copies of the Application in Licensee’s possession or under Licensee’s control.
  3. The license fee is not refundable irrespective of the Agreement termination reason. The Licensee shall be responsible for payment to LeverX all outstanding license fees in 30 days from the respective termination notice.
6. Suspension: LeverX may, in its sole discretion and to the maximum extent permitted within Licensee’s jurisdiction, modify or discontinue or suspend the Licensee’s ability to use any version of the Application, and/or disable any Application Licensee may already have accessed or installed with reasonable notice to Licensee, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable or non-justifiable reasons.
7. LeverX reserves the right to change this EULA terms at any time by publishing the revised Agreement on the LeverX Website and/or in the installation files of the Application versions and subject to the provision of respective 30 days’ notice to the Licensee. The revised Agreement shall become effective within thirty (30) days of such notice and publication, whichever occurs later unless Licensee expressly accepts the revised EULA earlier by clicking on the accept button. The Licensee’s express acceptance by clicking on the "Next" button or "Accept" button or link or the Licensee’s continued use of the Application after the expiry of the notice period, shall constitute the Licensee’s acceptance to be bound by the terms and conditions of the revised Agreement.
8. In the event that Licensee wishes to use the Application in a manner other than as expressly set out in this Agreement such use is expressly prohibited unless and until LeverX enters into a specific license with Licensee in writing.
DATA COLLECTING
1. Licensee agrees that LeverX may collect and use technical (but are not limited to) information about Licensee’s device, system, and application software that is collected from time to time for software updates, support, and other services related to the Application. LeverX may use this information only for product improvement and if this information does not personally identify Licensee. For more information about the tools, we use to collect the above-mentioned data please read our Privacy Policy.
PRIVACY POLICY
1. Please refer to LeverX Privacy Policy (link to Privacy Policy) for information about how LeverX processes Licensee’s information.
LEGAL COMPLIANCE
1. Licensee warrant, confirm and represent that Licensee is not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a «terrorist supporting» country, and Licensee is not listed on any United States Government list of prohibited or restricted parties.
MISCELLANEOUS
1. Entire Agreement: The terms and conditions of the EULA including Additional Terms constitute the entire agreement between Licensee and LeverX with respect to the Application and will supersede and replace all prior understandings and agreements, unless they have been entered into in writing as a separate document, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either Licensee or LeverX arising out of fraud or fraudulent misrepresentation.
2. Partial Invalidity: If any provision of the EULA, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid, or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to the EULA as a whole, the legality, validity or enforceability of the remainder of the EULA (including the remainder of the terms which contains the relevant provision) shall not be affected.
3. No waiver: The failure to exercise, or delay in exercising, a right, power, or remedy provided by the EULA or by law shall not constitute a waiver of that right, power, or remedy. If LeverX waives a breach of any provision of the EULA this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
4. Assignment: Licensee is not allowed to assign the EULA or any rights and obligations hereunder. LeverX is allowed at its sole discretion to assign the EULA or any rights and obligations hereunder to any third party, without giving prior notice.
5. Applicable Law and Competent Court: The EULA shall be governed by and interpreted in accordance with the laws of the State of Delaware, USA. Any dispute, disagreement, or claim deriving from this contract and related to it or its violation, termination, or invalidity shall be settled at the respective court of Delaware according to its jurisdiction and cognizance.
6. Language: The original English version of the Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail.
7. Survival: The terms of paragraphs 4, 5, 6, 8,9 of this Agreement, and any other provision of the Additional Terms which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement and the applicable Additional Terms for whatever reason.

Additional Terms: the terms and conditions applicable to the Licensee’s use of the Application provided by LeverX and forming an integral part of this EULA.

Affiliate: any corporation, company or, other entity that directly or indirectly controls, is controlled by, or is under common control with either Party. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.

Application: DataLark as well as any future versions, improvements, developments, programming fixes, updates, and upgrades thereof, including without limitation UI, additional modules, and Documentation.

Documentation: any online or otherwise enclosed documentation provided by LeverX which is installed with the Application or downloaded during the use of the Application including text, graphic, and video materials.

Effective Date:  the date on which this Agreement becomes legally binding. Unless otherwise specified in this Agreement, the Effective Date shall be the start date of the license as set forth in the Software Order Form. 

EULA: this End User License Agreement, as may be renewed and/or amended from time to time upon prior notice to the Licensee.

Intellectual property rights (IP rights): means patents, pending patent applications, designs, trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how, trade secrets; all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and applications, extensions, and renewals in relation to any such rights.

LeverX DataLark Website: any and all elements, contents and the 'look and feel' of the website are available at https:\\datalark.com.

License Fee: remuneration paid to LeverX for granting the license to the Application and provision of the support and maintenance to the Application, where applicable.

License Period: duration of time for which a license to the Application is valid or authorized to be used as specified in the Software Order Form.

Software Order Form: the ordering document that forms an integral part of the Agreement for granting the license to the Application.

Third-Party Software: applications, libraries, and other software developed and owned by third parties, which is included in the Application.

Trial Period: period from the Application installation by the Licensee until the date specified in the Software Order Form for the purposes of the Application functionality testing and assessment.

UI: the user interface of the Application.

15. PUBLIC CASE STUDIES AND MARKETING REFERENCES

15.1. Right to Reference. Licensee hereby grants LeverX the right to include Licensee’s name and logo in LeverX’s marketing and promotional materials, including but not limited to LeverX’s website, presentations, and customer lists, solely for the purpose of identifying Licensee as a client of LeverX.

15.2. Case Studies and Success Stories. With the prior written consent of Licensee (email confirmation shall be sufficient), LeverX may collaborate with Licensee to prepare and publish a case study, success story, or similar marketing material describing Licensee’s experience and results achieved through the use of the Application.

15.3. Approval of Materials. LeverX shall not publish, distribute, or otherwise make public any marketing material or case study under this Section without obtaining Licensee’s prior written approval of the final content.

15.4. Confidentiality. LeverX shall not, under any circumstances, disclose any of Licensee’s confidential, commercial, or trade secret information in connection with any reference, publication, or marketing activity under this Section. All disclosures shall comply with the confidentiality obligations established in this Agreement.

15.5. No Financial Obligation. This Section shall not impose any financial obligation or compensation requirement on either Party. Participation in any marketing activity or case study under this Section shall be at no cost to the Licensee.

15.6. Withdrawal of Consent. Licensee may withdraw its consent to any reference or publication at any time by providing written notice to LeverX. LeverX shall, within a reasonable period not exceeding thirty (30) days, cease any further use of Licensee’s name, logo, or related materials in public marketing content.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed. Each Party warrants and represents that its respective signatories whose signatures appear below have been, and are, on the date of signature, authorized to execute this Agreement.

LICENSEE	LEVERX
Signature	Signature
Name:	Name:
Title:	Title:
Date	Date:

APPLICATION SUPPORT AGREEMENT

This APPLICATION SUPPORT AGREEMENT (the “ASA”) is entered by and between LeverX, Inc., with offices at 801 Brickell Ave # 1970, Miami, FL 33131 ("LeverX"), and _____________ a corporation with offices at _______________ ("the Licensee") (each a “Party” and collectively, the “Parties”) and sets forth the Application Support Agreement between the Parties with respect to the maintenance and support services to be provided by LeverX to Licensee. The provisions contained in this Application Support Agreement incorporate and are supplemental to the LeverX Software License Agreement (EULA) between the Parties.

The Parties hereto agree as follows:

1. LeverX will provide the Licensee with the following support with respect to the Application:

a) If during the License Period, Licensee notifies LeverX of a substantial program error in the Application, or LeverX has reason to believe that an error exists in the Application and so notifies Licensee, LeverX shall at its expense verify and attempt to correct such error within ten (10) working days after the date of notification.

b) In the case that the Licensee has technical questions in the use of the Application during the License Period, Licensee may submit a respective request to LeverX via email or the LeverX support system. Support contact information and credentials to the support system will be provided after the execution of this ASA. LeverX shall provide a reply to such requests without charge to Licensee for a time period of up to a maximum of two (2) business hours per request.

c) Support Hours. Licensor shall maintain standard service hours between 8:00 AM – 5:00 PM Monday to Friday, Eastern Time (ET) excluding all U.S. federal public holidays.

d) E-mail Support. Licensor shall provide e-mail support between 8:00 AM - 5:00 PM Monday to Friday, ET excluding all U.S. federal public holidays.

e) Outside Standard Support hours. All voicemails and emails will receive a response during the next business day. Urgent voicemail requests receive a live response within one hour of the start of the next business day.

f) Application Releases. As part of its maintenance services, LeverX may provide periodic Application Releases. "Application Release" means any subsequent version of the Application that LeverX makes generally available to its customers who are current on their Application Support but does not mean a new Application.

g) Maintenance Releases. LeverX may provide periodic Maintenance Releases. Maintenance Releases are generally available releases of the Application that only provide error corrections.

h) Minor Releases. LeverX may provide periodic Minor Releases. A Minor Release is a generally available release of the Application that provides enhancements designated minor by LeverX, as well as bug fixes (error corrections).

i) Major Releases. LeverX may provide periodic Major Releases. Major Releases are generally available releases of the Application that provide enhancements designated major by LeverX, as well as minor new enhancements and error corrections.

j) Licensee is responsible for installing maintenance, minor, or major releases in their environment.

Limitations on Scope of Maintenance Services:

k) LeverX shall have no obligation to provide Application Releases or Support for the Application except as set forth in this ASA. LeverX shall not have any responsibility to develop subsequent components/releases for the Application or additional processes for Licensee, except as explicitly set forth herein.

l) Services Not Included. Maintenance and support services do not include any of the following: (1) custom programming services; (2) on-site support, including installation of hardware or software; (3) support of any software not covered by this ASA and EULA; and (4) training. Professional services beyond the scope of this ASA require a separate Statement of Work to be executed between the Parties.

Licensee’s Obligations:

m) Licensee will provide access to the Licensee system as necessary for troubleshooting issues if LeverX has signed the Licensee Network Access Agreement.

n) Licensee Personnel. Where Licensee has submitted a request for service or support to LeverX, Licensee will make its personnel reasonably available to LeverX to discuss the request and assist in its resolution.

o) Errors. Licensee shall document errors as precisely as reasonably possible to permit their reproduction in LeverX testing and support environment and report any such errors (including all reasonable particulars) immediately to LeverX via the support e-mail.

2. FEES

Support and Maintenance Services Fees. If otherwise is not agreed by the Parties, including in the respective LeverX invoice issued according to the EULA, Fees for support and maintenance services provided under this ASA are included in the License Fees under the EULA.

3. PAYMENT

Payment Terms: According to the EULA and LeverX invoices.

4. TERM

This ASA shall be effective during the License Period specified in the Software Order Form unless earlier renewed or terminated pursuant to EULA and this ASA.

5. WARRANTY

LeverX expressly warrants that: (a) the services will be provided in accordance with this ASA and will not infringe the intellectual property rights of any third party; and (b) the services will be performed by qualified individuals in a workmanlike manner and in accordance with industry standards.

6. ENTIRE AGREEMENT

This Application Support Agreement sets forth the entire understanding between the Parties with respect to the subject matter hereof and merges and supersedes all prior agreements, discussions, and understandings, express or implied, concerning such matters. This Application Support Agreement shall take precedence over any additional or conflicting terms, which may be contained in Licensee's purchase order or LeverX order acknowledgment forms.

LICENSEE	LEVERX
Signature	Signature
Name:	Name:
Title:	Title:
Date	Date: