TAP Addendum

The terms contained in this Addendum shall only apply to the Services for TAP on the Order Form between Mitratech and Customer.  In the event of a conflict between the terms of the Agreement, the Order Form, and the remainder of this Addendum, the Addendum shall control.

1. 1. Definitions.  The following definitions shall apply to this Addendum in addition to any defined terms in the Agreement.
      1. “Maintenance”: includes (i) support technician assistance (e.g., email support) and workarounds to address Errors, and (ii) installation and management of Updates. Maintenance does not include Professional Services. 
      2. “Third-Party Application”: a software solution or software service provided by Customer or a third-party, and that integrates or operates with the Services. 
      3. “Workflow”: An automated series of processes created by Customer for a specific end purpose. A workflow is authorized through the assignment of a single ID. No process other than the single authorized individual process may use the workflow identification. Workflows are unlocked through a license key provided by Mitratech based on each customer’s license agreement. If a specific workflow is no longer needed, Customer may deactivate that process and a new process may be designed as a workflow without additional license fees.

• Scope of Services

1. 1. 1. Services Access and Use. Customer’s use and access of the Services is solely for Customer’s own business operations. Customer may use the Documentation in connection with such use of the Services. A user’s password may not be shared with other individuals. Customer is and will be responsible for its users’ compliance with this Agreement.
      2. Scope of Usage. The Services are limited to the number of Workflows or users specified in the Order Form. The right to use additional workflows or users must be purchased by Customer in the event actual usage exceeds the licensed quantity. Customer Fees are based on the permitted quantities (e.g., the numbers of workflows on the Order Form) and not actual usage. Quantities purchased cannot be decreased during the relevant Initial Term or Renewal Term. If in the Renewal Term Customer reduces the number of contracted-for workflows or users, Mitratech reserves the right to adjust any volume-based or package pricing in that Renewal Term. 

• Maintenance Services 

1. 1. 1. Subject to Customer’s timely payment of applicable fees, Mitratech will provide Customer the standard Maintenance services in accordance with the support standards published by Mitratech on its online support portal; a current version of the support handbook is available at https://success.mitratech.com/Support_Internal/Support_Documents/Mitratech_Support_Handbook. If Customer needs Mitratech support personnel to provide assistance outside of Mitratech’s standard published support hours, then such assistance will be subject to after-hour support fees. Mitratech has no obligation to deliver new or future functionality.
      2. Customer is responsible for ensuring all appropriate users receive initial training sufficient to enable them to effectively use the Services. If Mitratech deems support requests are excessive due to insufficient training, additional fees may apply for subsequent excessive support requests. Mitratech will provide Customer with written warning of such determination and will not assess such fees with respect to any such support requests for any period preceding the date of such written warning.

• Third-Party Applications

1. 1. 1. Mitratech is not responsible for a Third-Party Application that Customer may choose to use with the Services or for the continued interoperability of the Services with a Third-Party Application. If Customer chooses to use a Third-Party Application with the Services, Customer consents to allowing the Services access to Customer Data contained in the Third-Party Application and to allowing the Third-Party Application to access Customer Data contained within the Services.

• Actions on Termination.

1. 1. After termination of the Agreement, Customer’s rights as to the Services and Documentation are relinquished. Termination of the Agreement for any reason does not excuse Customer’s obligation to pay in full any amounts due.
   2. Upon Customer’s request, if made within thirty (30) days after the effective date of termination, Mitratech will make available to Customer for export or download a file of Customer Data as specified in the Documentation. After such 30-day period, Mitratech has no obligation to maintain or provide any Customer Data and, unless legally prohibited, may delete all Customer Data in its systems, under its control, or otherwise in its possession. In the future, Mitratech may provide Customer the ability to easily export its own data (e.g., clicking a data export button in the application), in which case Customer will be responsible for conducting the data export.
      

[END OF TAP ADDENDUM]