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PRODUCT TERMS

ExFlow Data Capture

1
INTRODUCTION

1.1
These Product Terms include references to applicable terms and conditions with respect to the Customer's use of ExFlow Data Capture, ordered by the Customer in accordance with the applicable Order Agreement (referred to as "ExFlow Data Capture" in these Product Terms).

1.2
By executing an Order Agreement that references these Product Terms, the Customer agrees to the terms and conditions referred to herein and that these Product Terms shall form an integrated part of the Agreement.

1.3
Defined terms used in this document shall have the meaning given to them in the General Terms and Conditions.

2
EXFLOW DATA CAPTURE TERMS

The Customer's use of the ExFlow Data Capture under these Product Terms shall, in addition to these Product Terms, be governed by the ExFlow Data Capture Term, available at Kofax-subscription-services-resale-terms-of-service-readsoftonline.pdf (signupsoftware.com), applicable between the Customer and the Third-Party Software Vendor.

3
SUBSCRIPTION FEES AND DELIVERY

3.1
The Subscription Fee, as set out in the Order Agreement, will be invoiced annually in advance.

3.2
Unless otherwise agreed in the Order Agreement, the first Subscription Fee will be invoiced thirty (30) days prior to the Effective Date indicated in the Order Agreement. If the Effective Date occurs less than thirty (30) days from the date of signing of the Order Agreement, the first Subscription Fee will be invoiced in conjunction with the signing of the Order Agreement.

3.3
The Customer will be granted access to the ExFlow Data Capture thirty (30) days prior to the Effective Date, unless otherwise agreed between the Parties in the Order Agreement.

4
SUPPORT SERVICES

4.1
To the extent the Customer has ordered Support Services from SignUp, SignUp will provide Support Services to the Customer relating to the ExFlow Data Capture under Sections 3 and 4 of these Product Terms. The Support Services are debited per hour in accordance with the Consultancy Services Fees and are invoiced monthly in arrears, subject to the payment terms set out in the General Terms and Conditions.

4.2
The Customer shall appoint five (5) superusers within the Customer's organization who shall be responsible for all contacts with SignUp in support matters. Such Superusers shall have sufficient experience and knowledge regarding the ExFlow Data Capture. The Superusers shall be an internal support function, meaning that everyone within the Customer's organization shall direct all questions and other issues regarding the ExFlow Data Capture to the Superusers. The Superusers alone may then, where the Superusers are not able to answer questions or solve any issues raised by users within the Customer's organization, contact SignUp's 1st level support. For the avoidance of doubt, internal support shall include basic support to users such as guidance on how to use the ExFlow Data Capture.

4.3
The 1st level support includes (solely in relation to the ExFlow Data Capture) troubleshooting, technical assistance, bug fixes and remedy of other defects in the ExFlow Data Capture. 1st level support services are provided during Business Hours. All 1st level support matters shall be initiated by visiting SignUp's maintenance service desk at http://support.signupsoftware.com and registering a support request ticket. The Customer's Ticket shall include a detailed description of the issue at hand, including screenshots and any other information or material necessary for SignUp to assess the issue. When SignUp has received the Customer's Ticket, an auto-generated unique Ticket id-number will be presented on the screen.

4.4
In order for SignUp to perform Support Services, the Customer shall, at its own cost, arrange a remote connection for SignUp to the Customer's environment.

4.5
Support Services will only be provided in relation to supported versions of ExFlow Data Capture. Moreover, Support Services will not be provided unless the relevant Subscription Fee for the supported ExFlow Data Capture has been paid.

5
SERVICE LEVELS

5.1
SignUp does not warrant that the ExFlow Data Capture will be available or free from bugs or other defects at all times. As part of SignUp's provision of maintenance SignUp, however, undertakes to carry out bug fixes and remedy other equivalent errors in the ExFlow Data Capture brought to SignUp's attention in accordance with the procedure set out in Section 3.

5.2
SignUp will with all reasonable efforts remedy any such issues deemed by SignUp, at its sole discretion, to constitute bugs or defects in the ExFlow Data Capture of the different severities and within the times listed in the table below. SignUp's support service desk shall make a reasonable assessment of the severity of the Ticket.

LevelDefinitionResponse time from receipt of notice
CriticalIncidents which significantly reduce functionality or performance, or which pose a significant security risk ("Critical Issues").Twelve (12) Business Hours
MajorIncidents which cause or is likely to cause reduced functionality or performance, not critical.Three (3) Business Days
MinorMinor faults which do not affect the daily use of the ExFlow Data Capture.Ten (10) Business Days

5.3
All times in the table above are approximate times and are counted from the time when SignUp received the Ticket from the Customer of the relevant support matter in accordance with the terms of this Agreement. For the avoidance of doubt, a response as set forth in the table above shall include a summary of the result of the troubleshooting and information regarding when the incident is estimated to be solved.

5.4
SignUp shall, after having made all reasonable efforts to resolve any Ticket, have the right to cancel the handling of the Ticket if the support matter cannot be resolved by SignUp and it can be demonstrated by SignUp that:

(a)

the ExFlow Data Capture has not been correctly used in accordance with the instructions from SignUp;

(b)

SignUp, after having made reasonable efforts, is unable to identify, reconstruct or reproduce the issue that has been reported;

(c)

unauthorized modifications or alterations that have been made to the ExFlow Data Capture or related ExFlow Data Capture or functionality upon which the ExFlow Data Capture is reliant; or

(d)

the support matter does neither relate to the ExFlow Data Capture nor has been caused by the ExFlow Data Capture.