During the term of this agreement, if Customer is on Active Subscription (as defined below) with APPLIED SOFTWARE TECHNOLOGY, INC. ("APPLIED SOFTWARE") and is operating the Software (as defined below) within its authorized use, APPLIED SOFTWARE will provide Technical Support that includes remote telephone, email or remote web-based meeting technical assistance to the Customer Authorized Representative ("CAR") covering error messages, Problems with Software (as defined below), and setup, configuration, reinstallation and reconfiguration issues. The Terms and Conditions below will apply to this Agreement.

DEFINITIONS:

"Software", as used herein, is software (i) developed and provided by Autodesk, Inc. ("Autodesk"), (ii) under Active Subscription with APPLIED SOFTWARE, and (iii) identified and posted on APPLIED SOFTWARE'S website (https://myportal.asti.com/UnlimitedRemoteSupportSoftware.aspx). APPLIED SOFTWARE reserves the right to revise the posted Software list on its website at any time as it deems necessary without notice.

"Problems with Software" means a material failure of the Software to conform to its functional specifications as described in the product specifications. Errors do not include, and APPLIED SOFTWARE will have no responsibility for, any of the following circumstances which adversely impact the operation of the Software or the ability of APPLIED SOFTWARE to provide Technical Support: (i) the Software has been used outside of the scope of the license granted by Autodesk; (ii) any failure of the computer hardware, the computer operating system and/or third party software utilized by Customer; (iii) the Software has been installed or operated other than in accordance with APPLIED SOFTWARE’s installation and operations instructions, including, without limitation, on computer hardware or operating systems other than for which that system release was designed; or (iv) Customer has failed to install the most recent new release made available to Customer and the error in question has been corrected in such new release.

"Active Subscription" is defined as Customer having Software currently on maintenance/subscription with APPLIED SOFTWARE as the registered dealer of record. Additionally, Customer must be in good standing with APPLIED SOFTWARE.

TERMS AND CONDITIONS:

HOURS. Support hours are 8:00am EST to 6:00pm EST on regular business days, excluding APPLIED SOFTWARE recognized holidays and weekends. APPLIED SOFTWARE will use its best efforts to reply to support requests covered under this Agreement within 4 hours during standard business hours.

TECHNICAL SUPPORT. Technical Support will be provided for Software on the dates indicated above provided Customer remains on Active Subscription with APPLIED SOFTWARE and is operating the Software within its authorized use.

APPLIED SOFTWARE will answer questions through trained representatives on a "best effort" basis and will contact Autodesk in some instances to research solutions to Customer problems. However, APPLIED SOFTWARE cannot guarantee a solution for all problems and does not offer any guarantees on response or resolution times. Certain problems may not be resolvable via remote support. On-site support, if needed, may be purchased by Customer at the current APPLIED SOFTWARE consulting support rates.

Telephone, email, or remote web-based assistance does NOT include support of customer modifications, customizations or product development, third party applications or plug-in software not covered under this agreement, or unlicensed, unregistered or otherwise illegal software. This agreement does not cover hardware or operating system support or any other application that may be contributing to an issue. Support for questions outside of the scope of this agreement may be purchased at the current APPLIED SOFTWARE consulting support rates.

APPLIED SOFTWARE will provide basic "how to" support provided it does not become training. When it is determined by APPLIED SOFTWARE that the request for "how to" support will require more than 30 minutes to address and/or requires some level of custom, dedicated or open enrollment training, then the Customer will be referred to their account manager for additional information and options. Likewise, if the frequency of "how to" support calls is determined by APPLIED SOFTWARE to equal training services then the Customer will also be referred to their account manager for further information and options.

COMPANY AUTHORIZED REPRESENTATIVE. Customer shall appoint a Company Authorized Representative ("CAR") who shall be the primary contact for all telephone, email, or remote web-based assistance under this Agreement. Additional CARs may be appointed with mutual consent between APPLIED SOFTWARE and Customer.

NO THIRD PARTY BENEFICIARIES. This agreement is between APPLIED SOFTWARE and Customer, and there are no third party beneficiaries of any kind to this agreement.

NO WARRANTIES. APPLIED SOFTWARE MAKES NO WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT THAT WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, APPLICABLE WARRANTIES WILL BE LIMITED TO THE MINIMUM COVERAGE AND DURATION ALLOWED BY APPLICABLE LAW.

LIMITATION OF LIABILITY. The liability of APPLIED SOFTWARE for any breach of this agreement or damage to Customer shall be limited to, and shall not exceed, the amounts paid by Customer to APPLIED SOFTWARE under this agreement.

CONFIDENTIALITY. This agreement is confidential, and Customer may not disclose it or its terms to any third party without prior written approval by APPLIED SOFTWARE. Trademarks of APPLIED SOFTWARE remain the exclusive property of APPLIED SOFTWARE and may not be used by Customer.

NON-HIRE. During the term of this agreement and for a period of 12-months thereafter, Customer agrees not to solicit for employment or hire any employees or independent contractors of APPLIED SOFTWARE with whom Customer had contact during the term of this agreement.

RECORDING. No recording of any type, voice or video, is allowed without the expressed and written permission of APPLIED SOFTWARE.

CUSTOMER RESPONSIBILITY. In order for APPLIED SOFTWARE to provide Technical Support, the CAR must provide detailed information describing the issue, identify the software and version, identify the operating system, identify any related or contributing hardware issues, identify end user information, and provide remote access to the computer experiencing the issue. The CAR may also be requested to provide other information to assist in isolating an issue. Until payment is made in full by the Customer, the corresponding quote and pricing provided by APPLIED SOFTWARE are subject to change without notice.

GOVERNING LAW AND CONSENT TO JURISDICTION. This agreement shall be interpreted, enforced, and governed by and in accordance with the laws of the State of Georgia, without regard to conflict-of-law principles. The courts of DeKalb County in the State of Georgia, USA, shall serve as the exclusive jurisdiction and venue for all legal proceedings under or relating to this Agreement. The parties hereby consent to the jurisdiction of such courts; waive any defense of lack of personal jurisdiction or venue of such courts; waive and agree not to plead or claim in such courts that the suit brought in such courts has been brought in an inconvenient forum; and agree not to remove, and waive the right to remove, a suit brought in such courts to the United States District Court.

HOW TO USE APPLIED SOFTWARE SUPPORT. CAR or alternate CAR identified in this agreement must call (404) 633-6753, (800) 969-6753, or submit an email to support@asti.com to obtain Technical Support under this agreement.