This Master Services Agreement (the “Agreement”), effective as of the date on which this Agreement is accepted by Customer as described above or otherwise first becomes fully executed (the “Effective Date”), is made by and between G2Mint, Inc., a Delaware corporation with a principal place of business at 28 Trefry Ln, Stow, MA 01775, (“G2Mint”, “we”, “us”, “our”), and the customer named in the relevant Sales Order or Statement of Work or using Free Services (“Customer”, “you”, “your”).  References to “Customer” herein shall be deemed to include Customer and its employees, agents, representatives and Authorized Users. G2Mint and Customer shall herein be referred to each as a “Party” and collectively as the “Parties”.  

This Agreement governs the terms and conditions upon which the Customer has agreed to engage G2Mint to provide the Services from time to time pursuant to a Sales Order and/or Statement of Work, and also governs Free Services that may or may not be provided under a Sales Order and/or Statement of Work.   Each Sales Order and Statement of Work will be governed by and incorporated into this Agreement. 

G2Mint’s then-current standard version of this Agreement is and shall be available at [insert URL]. G2Mint may amend this Agreement by making and posting to such website amendments to the then-current standard version of this Agreement.  By continuing to use the Services more than 30 days after G2Mint posts such amendments, you confirm your acceptance of such amendments. For greater certainty, consistent with Section 2.1 below, in interpreting this Agreement, such amendments shall not apply to the extent they conflict with the applicable Sales Order/SOW. 

In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.  DEFINITIONS

1. API Transaction:  means any activity that performs a real-time call to a third-party system through the integration hub.  For example, calling a carrier’s API for rating, or a document request from a carrier’s API or a load dispatch/tender through the carrier’s API would each be an API transaction.   Therefore, running a rate request using APIs for multiple carriers would incur multiple API calls.  

2. Affiliate: means any corporation, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party.  For purposes of this definition “control” means the direct possession of a majority of the outstanding voting securities of an entity.

3. Authorized User: means Customer’s employee’s, consultants, contractors, agents or third-party business partners (including, as applicable, shippers, carriers or brokers) or any other person or entity, in each case who are authorized to use the Subscription Service and/or Implementation Services and have been supplied user identifications and passwords as provided by either Customer or G2Mint at Customer’s request. Authorized Users may not consist of any of Customer’s Affiliates or such Affiliate’s employees, vendors, contractors or customers unless expressly permitted in the Sales Order.

4. Cloud Hosting: means the provision of products and services in a hosted, virtualized environment, accessible via the internet.

5. Confidential Information: has the meaning given to it in Section 4.1.

6. Customer Data: means all Data made available by the Customer or its Authorized Users to G2Mint or otherwise provided by Customer or its Authorized Users in connection with the provision of the Services.

7. Data: means data, text, images, documents, materials and all other forms of data or communication. 

8. Documentation: means the documentation for the Services generally supplied by G2Mint to assist its customers in the use of the Services, including, if applicable, user and system administrator guides and manuals and other written materials.

9. Free Services: means Services that G2Mint makes available to Customer free of charge, including in connection with a free trial intended to allow Customer to evaluate the benefits of a subscription.

10. G2Mint Data: means all Data made available by G2Mint to Customer in connection with the Customer’s use of the Services.

11. Go-Live:  means the point in time after the Environment Set-Up when the Software is operational for Customer.

12. Implementation Fees:  means those certain fees charged by G2Mint to Customer for Implementation Services as described herein and SOWs as needed. 

13. Implementation Services means the configuration and implementation of the Subscription Service and certain training services set forth and described in a SOW.

14. Intellectual Property Rights:  means any and all patents, trademarks, trade secrets, copyrights and other rights protected under intellectual property laws.

15. Losses: has the meaning given to it in Section 9.1.

16. Sales Order: means each G2Mint ordering document signed by duly authorized representatives of both Parties which references this Agreement, identifies the specific Subscription Service ordered by Customer from G2Mint, sets forth the prices for the Subscription Service and contains other applicable terms and conditions.

17. Services: means the Subscription Service and Implementation Services provided by G2Mint pursuant to Section 2.1 hereof.  

18. SOW: means a Statement of Work referencing this Agreement and entered into by both Parties from time to time that describes the Implementation Services to be provided by G2Mint, sets forth the prices for such Services and contains certain other related terms as agreed between the Parties.

19. Subscription Service: means G2Mint’s proprietary subscription cloud-based transportation management software solution set forth and described on the applicable Sales Order. 

20. Subscription Service Exhibit or Exhibit A means the Exhibit A attached hereto.

21. Transaction (or, interchangeably, Shipment):  is defined as a single record created in the system as a result of a movement of goods from a single origin to a single destination as part of a shipment/load.   Any subsequent touches or changes to the existing record or additions of complementary data elements related to the original record created are considered part of the original transaction and are not counted as an additional transaction for the purpose of determining transaction billing.

2. SERVICES

1. Services:  G2Mint shall provide Customer with the specific Services specified on a Sales Order or SOW, as the case may be.  Customer acknowledges that (i) the Subscription Service and any related Implementation Services are provided in accordance with and are subject to the provisions set forth in this Agreement, the applicable Sales Order/SOW, as well as the additional terms and conditions set forth on the Subscription Service Exhibit A.  Any conflict between the terms and conditions set forth in this Agreement, any Exhibit and any Sales Order or SOW shall be resolved in the following order (i) the Sales Order, (ii) the SOW, (iii) this Agreement, (iv) Exhibit A, and (v) Appendix 1.

2. Changes to Sales Order/SOW:  Either Party may request a change to a Sales Order/SOW, and for such purpose shall submit to the other Party a written notice (“Change Request”) setting forth the requested change and the reason for such request.  Within five (5) business days (or such other period of time as agreed by the Parties) after the receipt of such Change Request, the Parties shall discuss the necessity, desirability and/or acceptability of the Change Request.  When and if both Parties have agreed in writing upon the changes, and any resulting change in the estimated (or fixed) fees for the Services, the Parties shall complete and execute a new or revised Sales Order or SOW.  

3. Orders by Affiliates: Affiliates of Customer may acquire Services subject to the terms and conditions of this Agreement by executing a Sales Order or SOW hereunder directly with G2Mint.  Each Sales Order or SOW executed by an Affiliate hereunder shall incorporate the terms of this Agreement by reference and be deemed to be a two-party agreement between G2Mint and such Affiliate.  Each Affiliate executing a Sales Order or SOW shall be solely responsible for its obligations pursuant to such Sales Order or SOW as well as for the obligations to be performed pursuant to this Agreement and the liabilities arising out of this Agreement as if it was the named party instead of Customer.  Customer shall have no obligations or liabilities as to such Sales Order or SOW and G2Mint shall look solely to the Affiliate executing such Sales Order or SOW. 

4. Free Services: G2Mint may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section 2.4 and any other portion of this Agreement, this Section 2.4 shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that G2Mint, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that G2Mint will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if G2Mint terminates Customer’s account, except as required by law G2Mint will provide Customer a reasonable opportunity to retrieve its Customer Data. NOTWITHSTANDING THE “WARRANTIES” SECTION, “LIMITATION OF LIABILITY” SECTION, AND “INDEMNIFICATION” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTIES AND G2MINT SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE G2MINT’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, G2MINT AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO G2MINT AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

3. FEES / PAYMENT TERMS

3.1 Fees: The Customer agrees to pay G2Mint for Services provided and expenses incurred on the basis and at the rates specified in each Sales Order or SOW.  While Customer may issue a purchase order for administrative purposes (i) the issuance of such purchase order (or failure to issue such purchase order) shall not affect Customer’s payment obligations herein and (ii) any inconsistent or conflicting terms and conditions, contained in any such purchase order shall be of no force or effect, even if the purchase order is accepted by G2Mint.  G2Mint may increase the fees for the Services to the extent set forth and described in the applicable Sales Order or SOW.  Unless otherwise set forth on the Sales Order or SOW, payment for all invoices shall be due upon receipt and shall be made in US Dollars.  Customer agrees to pay a late charge of one and one-half percent (1.5%) per month (or part of a month), or the maximum lawful rate permitted by applicable law, whichever is less, for all amounts not subject to a good faith dispute and not paid when due.  In addition to paying the applicable fees, Customer shall also pay all reasonable travel and out-of-pocket expenses incurred by G2Mint in connection with any Services rendered but only to the extent that Customer pre-approved such expenses in writing in advance.

3.2 Change to Fees:  Not more than once every 12 months, G2Mint may increase the applicable fees and associated pricing terms and conditions (e.g., rates) by a percentage not to exceed the annual increase in the Consumer Price Index for All Urban Consumers (CPI-U). In addition, should a third-party supplier of G2Mint increase its fee by a material amount, G2Mint may pass along such an increase, and upon request by Customer made within 30 days after notification of such increase, Customer may terminate the Subscription Service or work with G2Mint to seek alternative third-party providers.

3.3 Disputed Charges: If the Customer disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the Parties, the Customer shall pay the amounts due under this Agreement less the disputed amount, and the Parties shall proceed in good faith to promptly resolve such disputed amount.  An amount will be considered disputed in good faith if (i) the Customer delivers a written statement to G2Mint on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by the Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from the Customer that are not in dispute have been paid as and when required under this Agreement.

3.4  Taxes:  Fees are exclusive of taxes.  The Customer shall be responsible for the payment of all sales, use and similar taxes  arising from or relating to the Services rendered hereunder, except for taxes related to the net income of G2Mint and any taxes or obligations imposed upon G2Mint under federal, state and local wage laws.

4. CONFIDENTIALITY 

1. Confidential Information:  During the term of this Agreement, each Party will regard any information provided to it by the other Party and designated in writing as proprietary or confidential to be confidential (“Confidential Information”).  Confidential Information shall also include information which, to a reasonable person familiar with the disclosing Party’s business and the industry in which it operates, is of a confidential or proprietary nature.  The receiving Party shall hold in confidence, and shall restrict access to the disclosing Party’s Confidential Information to those of its and its Affiliates’ employees, contractors, consultants, agents, and legal and financial advisors (collectively “Representatives”) who have a need to know such Confidential Information in the course of the exercise of their rights and performance of their duties under the Agreement and who are bound by a duty of confidentiality no less protective of the disclosing Party’s Confidential Information than this Agreement.  The receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing Party.  Each Party accepts responsibility for the actions of its Representatives and shall protect the other Party’s confidential information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used.  The Parties expressly agree that the terms and pricing of this Agreement are Confidential Information and the Customer further agrees that it shall not use the Services for the purposes of conducting comparative analysis, evaluations or product benchmarks with respect to the Services and will not publicly post any analysis or reviews of the Services without G2Mint’s prior written approval.  A receiving Party shall promptly notify the disclosing Party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing Party in enforcing its rights. 

2. Exclusions:  Information will not be deemed Confidential Information hereunder if such information: (i) is known prior to receipt from the disclosing Party, without any obligation of confidentiality; (ii) becomes known to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.  The receiving Party may disclose confidential information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing Party reasonable prior written notice to permit the disclosing Party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

3. Injunctive Relief:  Notwithstanding any other provision of this Agreement, both Parties acknowledge that any use of the disclosing Party’s confidential information in a manner inconsistent with the provisions of this Agreement may cause the disclosing Party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate.  Therefore, both Parties agree that, in addition to any other remedy to which the disclosing Party may be entitled hereunder, at law or equity, the disclosing Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law.

5. WARRANTIES

1. Warranties:  G2Mint’s  sole and exclusive warranties with respect to the Subscription Service and any Implementation Services are set forth in the Subscription Service Exhibit.  

2. No Other Warranty:  G2MINT DOES NOT REPRESENT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SUBSCRIPTION SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE SERVICES, THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN THE SUBSCRIPTION SERVICE EXHIBIT AND ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY G2MINT. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL REGULATORY REQUIREMENTS (E.G., HAZARDOUS MATERIALS PAPERWORK) IN CONNECTION WITH ITS SHIPMENTS AND LOADS, AND FOR VALIDATION OF ANY PAPERWORK GENERATED BY THE SERVICES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES ARE ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

3. Customer Responsibility: CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE, AND G2MINT IS NOT RESPONSIBLE, FOR: (1) THE OPERATION OF CUSTOMER’S BUSINESS AND THE PROVISION OF CUSTOMER’S PRODUCTS AND SERVICES TO AUTHORIZED USERS OR CUSTOMER’S CUSTOMERS OR BUSINESS PARTNERS (INCLUDING, AS APPLICABLE, SHIPPERS, CARRIERS OR BROKERS); (2) CUSTOMER’S BUSINESS, PRODUCT AND SERVICE INFORMATION AVAILABLE THROUGH THE SERVICES, INCLUDING INFORMATION RELATING TO ANY SHIPPER, CARRIER OR BROKER, AND SPECIFICALLY INCLUDING ANY RATES OR PRICING OFFERED OR ACCEPTED BY ANY OF THE FOREGOING, AND INCLUDING THE ACCURACY, COMPLETENESS, APPROPRIATENESS AND CURRENTNESS OF SUCH INFORMATION BEFORE AND AFTER IT HAS BEEN PROCESSED BY G2MINT’S SOFTWARE; (3) REVIEWING AND EVALUATING ALL BUSINESS, PRODUCT AND SERVICE INFORMATION DISPLAYED VIA THE SERVICES, INCLUDING INFOMRATION RELATING TO ANY SHIPPER, CARRIER OR BROKER, AND SPECIFICALLY INCLUDING ANY RATES OR PRICING OFFERED OR ACCEPTED BY CUSTOMER, AND INCLUDING THE ACCURACY, COMPLETENESS, APPROPRIATENESS AND CURRENTNESS OF SUCH INFORMATION BEFORE AND AFTER IT HAS BEEN PROCESSED BY G2MINT’S SOFTWARE; (4) ALL ACTS AND OMISSIONS OF CUSTOMER AND ITS OWNERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AUTHORIZED USERS, INCLUDING ALL ACTS AND OMISSIONS RELATING TO ANY OF THEIR ACCESS TO AND USE OF THE SERVICES; AND (5) RESPONDING TO, DEFENDING AND RESOLVING ANY DISPUTES BETWEEN CUSTOMER AND ANY PARTY OTHER THAN G2MINT, INCLUDING ANY AUTHORIZED USER OR OTHER USER OF G2MINT’S SERVICES OR SOFTWARE.

6. LIMITATION OF LIABILITY

1. Consequential Damage Exclusion:  Except for a Party’s willful misconduct, neither Party will be liable to the other or any third party for loss of profits or for any special, indirect, incidental, consequential or exemplary damages (including without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data) in connection with the performance of the Services, or the performance of any other obligations under this Agreement, even if it is aware of the possibility of the occurrence of such damages. 

2. Limitation of Liability: The total cumulative liability of G2Mint to Customer for any and all claims and damages under this Agreement, whether arising by statute, contract, tort or otherwise, will not exceed the Services fees paid by Customer to G2Mint under the Sales Order or SOW for the Services which forms the subject of the claim during the twelve (12) month period immediately preceding the event giving rise to the claim.  The provisions of this Agreement allocate risks between the Parties.  The pricing set forth in each Sales Order and SOW reflects this allocation of risk and the limitation of liability specified herein.

3. Personal Injury or Death: Nothing in this Agreement limits a Party’s liability for death or personal injury caused by its negligence.

7. TERM

7.1  Term: The term of this Agreement will commence on the Effective Date set forth above and will continue until terminated in accordance with Section 7.2 below. The term of each Sales Order will commence on its effective date and will continue until all subscriptions sold thereunder have terminated or expired. Unless otherwise set forth in a Sales Order, the term of the subscriptions sold to Customer through a Sales Order will commence on the date on which G2Mint makes the Services available to Customer for use (the “Billing Commencement Date”) and continue for the initial subscription term or period set forth in such Sales Order (the “Initial Subscription Term”). Unless otherwise expressly provided in the applicable Sales Order, the subscriptions sold via a Sales Order shall automatically renew for additional successive terms of the same length as the Initial Subscription Term under the Sales Order (each a “Renewal Subscription Term”) unless either Party notifies the other Party in writing at least sixty (60) days prior to the then current expiration date that it has elected not to renew such subscriptions.

7.2 Termination: Notwithstanding the foregoing, either Party may terminate this Agreement, a Sales Order (including all subscriptions thereunder), or a SOW (i) immediately in the event of a material breach of this Agreement or any such Sales Order or SOW by the other Party that is not cured within thirty (30) days of written notice from the other Party, or (ii) immediately if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing.  Termination of a Sales Order or SOW shall not be deemed a termination of this Agreement.  Termination of this Agreement shall, however, terminate all outstanding Sales Orders and SOWs.  Either Party may also terminate this Agreement upon no less than thirty (30) days’ prior written notice to the other Party for any reason, if at such time there are no outstanding Sales Orders or SOWs then currently in effect.  All rights and obligations of the Parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement and each Sales Order and SOW.  

7.3 Effect of Termination: Upon any termination or expiration of this Agreement or any applicable Sales Order or SOW, G2Mint shall no longer provide the applicable Services to the Customer and the Customer shall promptly cease and cause its Authorized Users to promptly cease using the Services.  The Customer shall pay G2Mint for all fees that had accrued prior to the termination date. Except as expressly provided herein, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party.  In the event that the SOW, Sales Order or Agreement was terminated by Customer due to G2Mint’s uncured breach then Customer shall be entitled to a refund of any prepaid, unused fees paid hereunder.  In the event that the SOW, Sales Order or Agreement was terminated by G2Mint then Customer will not be entitled to any refund (even if unused) and as liquidated damages and not as a penalty, Customer shall pay G2Mint for all fees that would have continued to accrue through the end of the then current term of each terminated Sales Order and SOW had it not been so terminated.  Upon termination of this Agreement, each party shall promptly return or destroy all Confidential Information of the other party in its possession. Within  (30) calendar days following termination, the Customer may retrieve the Customer Data in accordance with established and reasonable system access procedures. After such period, G2Mint will have no further obligation to store and/or make available the Customer Data and may delete the same. 

8. INSURANCE

G2Mint shall maintain in full force and effect during the term of any Sales Order and SOW the following insurance:  (a) Workers’ compensation and employers’ liability insurance with limits to conform with amounts required by applicable law; (b) Commercial general liability insurance with limits not less than one million dollars ($1,000,000) per occurrence for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and products and completed operations coverage; and (c) Professional liability (Errors and Omissions) and Cyber Insurance each with limits not less than one million dollars ($1,000,000) annual aggregate for all claims each policy year.  As evidence of insurance coverage, upon request G2Mint shall deliver certificates of insurance issued by G2Mint’ insurance carrier showing such policies in force during the term of this Agreement.

9. INDEMNIFICATION

9.1 G2Mint Indemnification: Subject to Section 9.3 below, G2Mint will indemnify, defend and hold the Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) incurred arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against the Customer (i) alleging that the use of the Services as permitted hereunder infringes any United States patent, copyright or trademark, or constitutes a misappropriation of a trade secret of a third party or (ii) arising out of G2Mint’s violation of any applicable law or regulations.  Excluded from the above indemnification obligations are claims to the extent arising from (a) use of the Services in violation of this Agreement or applicable law or regulations, (b) use of the Services after G2Mint notifies the Customer to discontinue use because of an infringement claim, (c) any claim relating to any third party products or services or Customer Data, (d) modifications to the Services made other than by G2Mint (where the claim would not have arisen but for such modification), (e) the combination, operation, or use of the Services with software, materials or equipment which was not provided by G2Mint, to the extent that the Customer’s liability for such claim would have been avoided in the absence of such combination, operation, or use; or (f) compliance by G2Mint with the Customer’s custom requirements or specifications if and to the extent such compliance with the Customer’s custom requirements or specifications resulted in the infringement.  If the Services are held to infringe, G2Mint will, at its own expense, in its sole discretion use commercially reasonable efforts either (a) to procure a license that will protect the Customer against such claim without cost to the Customer; (b) to replace the Services with non-infringing equivalent Services; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement or the applicable Sales Order or SOW and refund to the Customer any prepaid unused fees paid to G2Mint for the infringing Services.  The rights and remedies granted the Customer under this Section 9.1 state G2Mint’s entire liability, and the Customer’s exclusive remedy, with respect to any claim of infringement of the Intellectual Property Rights of a third party, whether arising under statutory or common law or otherwise.

9.2 Customer Indemnification:  Subject to Section 9.3 below, the Customer shall indemnify, defend, and hold G2Mint and its Affiliates and any of their Representatives harmless from and against any and all Losses resulting from a claim, suit, action, or proceeding brought by any third party against G2Mint or its Affiliates or any of their Representatives that arises out of or results from a claim (i) alleging that the Customer Data, or any use thereof, infringes the Intellectual Property Rights or proprietary rights of others, or has caused harm to a third party, or (ii) arising out of the Customer’s violation of any applicable law or regulations or the terms of this Agreement.

9.3 Indemnification Procedure:  The indemnified Party shall (i) promptly notify the indemnifying Party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying Party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying Party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying Party shall not settle any claim without the indemnified Party’s prior written consent (such consent not to be unreasonably withheld or delayed).  The indemnified Party shall also provide the indemnifying Party with reasonable cooperation and assistance in defending such claim (at the indemnifying Party’s cost).

10. SECURITY

G2Mint agrees to take commercially reasonable steps to ensure the security of the Services, but in any case, such steps that are consistent with industry practice. G2Mint shall, without undue delay, provide Customer with written notice following G2Mint’s discovery of any unauthorized access to or use of any Customer Data in its possession or control. If G2Mint discovers any unauthorized access to or use of any Customer Data in G2Mint’s possession or control (a “G2Mint Security Breach”), G2Mint will promptly investigate and take all commercially reasonable steps to identify, prevent and mitigate the effects of any such unauthorized access or use.    G2Mint shall promptly provide Customer a description of the incident and such other information as Customer may reasonably request concerning such unauthorized access or use, and shall use commercially reasonable efforts to assist Customer in remediating the impact of any such G2Mint Security Breach. Customer may not perform any kind of penetration testing or probing for security vulnerabilities without written permission from G2Mint.  Notwithstanding anything to the contrary in this Section 10 or elsewhere in this Agreement, to the extent any G2Mint Security Breach is caused by Customer’s breach of this Agreement, negligence or willful misconduct, Customer shall reimburse G2Mint for actual and reasonable costs incurred by G2Mint in connection with identifying, preventing and mitigating such G2Mint Security Breach.

11. GENERAL 

1. Entire Agreement:  This Agreement, including all Exhibits hereto and all Sales Orders and SOWs, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns.  Only a written instrument that refers to this Agreement or the applicable Sales Order or SOW and that are duly signed by the authorized representatives of both Parties may amend this Agreement or such Sales Order or SOW.  Any inconsistent or conflicting terms and conditions contained in any purchase order issued by the Customer shall be of no force or effect, even if the order is accepted by G2Mint.  This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof.

2. Assignment:  This Agreement shall be binding upon and for the benefit of G2Mint, the Customer and their permitted successors and assigns. Neither Party may otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party, and any attempted assignment or delegation without such consent will be void; provided, however, that either Party may assign this Agreement and all Sales Orders and SOWs as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets provided that G2Mint may immediately terminate this Agreement if Customer assigns this Agreement to a competitor of G2Mint.  G2Mint may use independent contractors or subcontractors to assist in the delivery of Services; provided, however, that G2Mint shall remain liable for the actions or omissions of such independent contractors or subcontractors and for the payment of their compensation.

3. Governing Law: This Agreement will be interpreted and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.  All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and each party hereby consents to the personal jurisdiction thereof to the exclusion of all other forums.  

4. Headings:  The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. 

5. Relationship of the Parties:  G2Mint and the Customer are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever.  Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party’s name or on its behalf.

6. Non-Solicitation: Customer acknowledges that G2Mint’s employees are valuable business assets, and Customer agrees that during and for a period of one (1) year following the termination of this Agreement, it shall not (for itself or for any third party) solicit any G2Mint employee that has performed work under this Agreement (a “Protected Individual”) to terminate their employment with G2Mint. Notwithstanding the foregoing, the provisions of this paragraph shall not restrict or preclude Customer from making generalized searches for employees by the use of advertisements in the media or by engaging search firms to engage in searches that are not targeted or focused on the Protected Individuals, or from employing any Protected Individual whose employment was terminated by G2Mint, or voluntarily terminated by such employee, so long as such voluntary termination was not the result of a prohibited solicitation of such employee by Customer.

7. Force Majeure:  Except for the obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party.

8. Notices:  Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, or (iii) five (5) business days after the mailing date whether or not actually received, if sent by U.S. certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the Party set forth on the applicable Sales Order.  Either Party may change its address by giving written notice of such change to the other Party.

9. Publicity:  G2Mint shall have the right to use Customer’s name, logo or trademark for marketing purposes (e.g., listing Customer’s name and display the Customer’s logo in the Customer section of G2Mint’s website and/or using Customer’s name and logo in G2Mint’s customer lists).

10. No Third Party Beneficiaries:  Nothing contained in this Agreement is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a Party to any such person.

11. Counterparts:  All Sales Orders and SOWs may be executed in two or more counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, but all of which together shall constitute but one and the same instrument.  Signatures transmitted by facsimile, by electronic mail in “portable document format” (“.pdf”), or by any other electronic means which preserves the original graphic and pictorial appearance of the relevant agreement, shall have the same effect as physical delivery of the paper document bearing the original signature. 

12. Waiver and Severability:  Performance of any obligation required by a Party hereunder may be waived only by a written waiver signed by an authorized representative of the other Party, which waiver shall be effective only with respect to the specific obligation described therein.  The failure of either Party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights.  The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.

Subscription Service Exhibit A

This Subscription Service Exhibit establishes the terms and conditions under which G2Mint will provide the Subscription Service and any Implementation Services to Customer.  This Subscription Service Exhibit is an exhibit to the G2Mint Master Services Agreement (the “Agreement”) and is incorporated by reference into and made a part of such Agreement.

1. SERVICES

1. Access to and Use of Subscription Service: Subject to the terms and conditions of the Agreement, and in consideration for the payment of fees set forth on the applicable Sales Order, G2Mint hereby grants to the Customer, solely during the term of the applicable Sales Order, a non-exclusive, non-transferable (except as set forth in Section 11.2 of the Agreement) right to access and use the Subscription Service solely for the Customer’s business purposes and in accordance with access and use restrictions set forth in this Agreement and the Documentation.  This right is restricted to use by Customer and its Authorized Users and does not include the right to use the Subscription Service on behalf of any third party.  The Customer is responsible for procuring and maintaining the network connections that connect the Customer to the Subscription Service.  The Customer agrees: (a) that only Authorized Users are permitted to use the Subscription Service; (b) that it is responsible for Authorized Users’ actions or failures to act in connection with activities contemplated under this Agreement and (c) to otherwise take all commercially reasonable steps to protect the Subscription Service and the Documentation from unauthorized use and/or access.  G2Mint may make modifications to the Subscription Service or particular components of the Subscription Service from time to time provided that such modifications do not materially degrade any functionality or features of the Subscription Service.

2. Licensed Volume: The Customer acknowledges that access and use of the Subscription Service is licensed to the Customer for use up to the number of Transactions, Shipments, API Transactions or other metric purchased by the Customer and set forth on the applicable Sales Order (the “Volume Limitations”).  For greater certainty, this may include usage tier-based pricing with different rates applicable to usage volumes in different tiers. In the event that the Subscription Service is used in excess of the Volume Limitations then the Customer shall be obligated to pay G2Mint for the number of applicable Transactions, Shipment, API Transactions, etc., as the case may be, in excess of such Volume Limitations at the rates set forth in the Sales Order (or at G2Mint’s then current rates if no applicable usage tier-based rates or excess usage rates are set forth in the Sales Order).

3. Authorized User Administration. Each Authorized User is required to obtain a separate user account with a unique logon.  Customer shall provide G2Mint with an accurate list of each Authorized User upon reasonable request of G2Mint. Sharing of accounts is strictly prohibited, provided that Customer may request to transfer accounts among employees as needed at no additional cost.  Such request may be made by email. 

4. Affiliates: Customer may make the Subscription Service available to its Affiliates provided that (i) such Affiliate is expressly listed on the applicable Sales Order, (ii) all licensing restrictions are complied with in each instance by each such Affiliate and (iii) that the Customer shall be liable for any breach of the terms and conditions of this Agreement by any of its Affiliates.  Any license restrictions set forth on a Sales Order shall be deemed to apply to both the Customer and its Affiliates.  By way of example, if a Sales Order limits use of the Subscription Service to twenty (20) Authorized Users, then the use by the Customer and its Affiliates, when aggregated together, shall not exceed a total of twenty (20) Authorized Users.

5. Service Levels. Unless otherwise agreed in the applicable Sales Order, the Subscription Service is subject to G2Mint’s Standard service levels set forth in the G2Mint Service Level Agreement attached hereto and incorporated herein by reference.

2. WARRANTIES

1. Subscription Service Warranty:  G2Mint warrants that during the term of any Sales Order for the Subscription Service, G2Mint will use commercially reasonable efforts to cause the Subscription Service to conform, in all material respects, with the Documentation.  For any breach of the above warranty, G2Mint will, at no additional cost to Customer, provide remedial services necessary to enable the Subscription Service to conform to the warranty.  The Customer will provide G2Mint with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects.  G2Mint further warrants that it shall use its best efforts to minimize any disruption, inaccessibility, and/or inoperability of the Subscription Services in connection with downtime, whether scheduled or not. The remedies set out in this subsection are the Customer’s sole remedies for breach of the above warranties.  Such warranties shall only apply if the Subscription Service has been utilized by the Customer in accordance with the Sales Order, this Agreement, and any relevant customer Documentation.  G2Mint does not warrant that it will be able to correct all reported defects or that use of the Subscription Service will be uninterrupted or error free.  G2Mint makes no warranty regarding features or services provided by third parties. G2Mint warrants that so long as its third party hosting provider notifies G2Mint within 48 hours or sooner of a scheduled downtime, G2Mint will give Customer 48 hours advance written notice of such scheduled downtime.  

2. Implementation Services Warranty:  G2Mint warrants that any Implementation Services provided hereunder shall conform, in all material respects, with any specifications applicable to such Implementation Services set forth in the SOW.. If the Implementation Services are not performed as so warranted then, upon the Customer’s written request, G2Mint shall promptly re-perform, or cause to be re-performed, such Implementation Services, at no additional charge to the Customer.  Such warranty and re-performance obligations shall survive for thirty (30) days following the completion of the Implementation Services.  Such re-performance shall be the Customer’s exclusive remedy and G2Mint’s sole liability for any such non-performance.  

3. OWNERSHIP; USE OF DATA; OBLIGATIONS

3.1 Subscription Service: The Customer acknowledges and agrees that as between G2Mint and the Customer, all right, title and interest in and to the Subscription Service (excluding any Customer Data) and including all modifications and configurations, all G2Mint Data and all of G2Mint’s proprietary technology, including, without limitation, all software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to the Customer by G2Mint in providing the Subscription Service and all derivatives thereof are and shall remain G2Mint’s or its licensors’.  The G2Mint name, all G2Mint logos, and the product names associated with the Subscription Service are trademarks of G2Mint or third parties, and no right or license is granted to use them.  The Customer shall not remove any G2Mint trademark or logo from the Subscription Service.  During the term of this Agreement, G2Mint grants to the Customer a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 11.2 of the Agreement), royalty-free right to use, display, transmit, and distribute the G2Mint Data solely in connection with the Customer’s permitted use of the Subscription Service.  

3.2 Customer Data:  The Customer retains ownership of all right, title and interest in and to all Customer Data.  During the term of this  Agreement, the Customer hereby grants to G2Mint a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 11.2 of the Agreement), royalty-free right to use, display, transmit, and distribute the Customer Data as necessary to provide the Subscription Service to the Customer. Further, notwithstanding anything in this Agreement to the contrary the Customer grants to G2Mint and its Affiliates the royalty-free, perpetual right (i) to use Customer Data to improve, enhance, and support the nature, quality and features of G2Mint and its Affiliates’ products, software and services subject to our confidentiality obligations hereunder, and (ii) to aggregate and anonymize Customer Data and other data provided by the Customer or on its behalf in connection with this Agreement and to use such aggregated and anonymized data, as well as data regarding the Customer’s use of G2Mint’s software and services and summary or derivative information based thereon, for G2Mint and its Affiliates’ analytical and other business purposes during and following the term of the Agreement, provided that neither the Customer nor its Authorized Users will be identified as the source of such information. Upon request by Customer at any time during the term of the Sales Order or within 30 days after the effective date of termination of the Sales Order, G2Mint will make available to Customer for download a file of the Customer Data in comma separated value (.csv) format along with attachments in their native format.  After such 30-day period following the effective date of termination of the Sales Order, G2Mint shall have no obligation to maintain or provide any Customer Data.G2Mint stores Customer Data processed by the Subscription Service for a period ending on the earlier of (1) 2 years from the date the relevant Customer Data is captured or input into the Subscription Service and (2) 30 days from the termination of your subscription.  Customers requiring data storage longer than 2 years may purchase a longer storage period through a Sales Order and will be billed in accordance with the rates then in effect

3.3 Customer Obligations:  The Customer is responsible for all activities conducted under its Authorized User logins and for its Authorized Users’ compliance with this Agreement.  Unauthorized use, resale or commercial exploitation of the Subscription Service in any way is expressly prohibited.  Without G2Mint’s express prior written consent in each instance, the Customer shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Subscription Service or access the Subscription Service in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Subscription Service or attempt to bypass or breach any security device or protection used for or contained in the Subscription Service.  Except as expressly permitted in this Agreement, the Customer shall not copy, license, sell, transfer, make available, lease, time-share, distribute, or assign this license, the Subscription Service to any third-party.  The Customer shall be liable for any breach of this Agreement by any of its Authorized  Users or by any other person or entity for whom Customer provides or facilitates access to or use of the Subscription Service or the Customer Data.  In addition to G2Mint’s other remedies hereunder, G2Mint reserves the right upon notice to the Customer to terminate any Authorized User’s right to access the Subscription Service if such Authorized User has violated any of the restrictions contained in this Agreement.  The Customer is solely responsible for all Customer Data.  G2Mint does not guarantee the accuracy, integrity or quality of such Customer Data.  Neither the Customer nor its Authorized Users shall use the Subscription Service to: (a) send, upload or otherwise transmit any Customer Data that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise transmit, display or distribute any Customer Data that infringes any trademark, trade secret, copyright or other proprietary rights or Intellectual Property Rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Subscription Service or networks connected to the Subscription Service; or (e) violate any applicable law or regulation.

3.4 Work Product.  Customer will have a non-exclusive, non-transferable license to use any Work Product developed by G2Mint in the performance of the Implementation Services and delivered to Customer, solely for Customer’s internal use in connection with the Subscription Service.  G2Mint retains ownership of all information, software and other property owned by it prior to this Agreement or which it develops independently of this Agreement and all Work Product compiled or developed by G2Mint in the performance of Implementation Services. For purposes of the foregoing “Work Product” means any deliverables, programs, interfaces, modifications, configurations, reports, analyses or documentation developed by G2Mint on behalf of Customer and delivered to Customer in the performance of any Implementation Services. 

Appendix 1 to Subscription Service Exhibit A – G2Mint Service Level Agreement

This Software Service Level Agreement (“SLA”) describes our Standard service levels provided to those Customers with a Sales Order entitling them to Standard support.  For the avoidance of doubt, this SLA does not apply to Customers whose Sales Order  indicates a different level of support than Standard or for Free Services.

Definitions. Capitalized terms used but not defined in this SLA have the meanings given in the most current version of the G2Mint Master Services Agreement.  In addition, the following definitions shall apply in this SLA:

1. “Available” means the critical features of the Software are materially functional and accessible.

2. “Downtime” means the number of minutes during the relevant calendar month during which the Software is not Available, excluding minutes when the Software is not Available due to Scheduled Maintenance or to causes outside of G2Mint’s reasonable control (including, for example, a cyber attack, a cloud hosting infrastructure outage, and changes to third-party products).

3. “Enhancement” means executable code for modifications to the Software, on a when and if available basis, which improve or expand the currently subscribed functionality or features of the Software.

4. “Major Release” means a major release of the Software or API Connections , where a new major release is denoted by the increment of the decimal point from XX.Y to XX.(Y+1). 

5. “Monthly Uptime Percentage” means the percentage of minutes in a calendar month that the Software is Available, calculated by subtracting the Downtime from the total number of minutes in the month, then dividing by the total number of minutes in the month.

6. “Scheduled Maintenance” means the time the Software is not Available due to maintenance activities occurring during the Scheduled Maintenance Period.

7. “Scheduled Maintenance Period” means G2Mint’s standard maintenance window for non-emergency operating system patches, will be performed during non-peak times.  For avoidance of doubt, emergency maintenance can be conducted outside of the Scheduled Maintenance Period, and G2Mint shall use commercially reasonable efforts to provide notice before any such emergency downtime is commenced.

8. “Service Release” means updates released approximately every two weeks which include the most recent collection of software enhancements as well as non critical bug fixes.

9. “Software” means the G2Mint cloud-based software application to which Customer is entitled to Standard support in accordance with the Sales Order.

1. Technical Support

1.1 G2Mint endeavors to efficiently solve questions and issues that may arise in connection with accessing, configuring, and using our products. G2Mint’s technical support service (“Technical Support”) helps to solve problems outlined in this document according to this SLA. 

1.2 Customer must be current on all payments owed to G2Mint to continue to receive Technical Support that is covered under the SLA.  All services not covered under this SLA are billable based on the then-current G2Mint billable hourly rates.

1.3 Before G2Mint addresses Customer’s question to Technical Support, Customer should review all the reference materials available in G2Mint’s knowledge base Documentation. To assist in timely resolution of issues, Customer shall provide detailed examples including documentation of the steps to reproduce the situation and the expected outcome.

1.4 Technical Support will provide assistance with troubleshooting the Software when errors or abnormal behavior is identified during normal operations, including answering questions and assisting with general issues.  As used in the preceding sentence, troubleshooting the Software includes troubleshooting standard G2Mint integrations (provided they are in the form made generally available by G2Mint and not modified or customized for or by Customer), but excludes troubleshooting other integrations or troubleshooting third-party software products.

2. Uptime Commitment 

2.1 G2Mint commits to 99.9% Monthly Uptime Percentage. 

2.2 If the Monthly Uptime Percentage falls below 99.9% three (3) consecutive months in any rolling twelve (12) month period, or if the Software is inaccessible to Subscribed for thirty (30) or more consecutive days, Customer may terminate the Sales Order for cause.

2.3 Monthly Uptime Percentage reports will be provided to Customer upon request.

3. Support and Assistance Commitments

3.1 G2Mint targets same day responses to most issues.  All Customer issues are categorized into four priority levels: These levels apply only to production environments.

3.2 In addition to meeting the response times noted above, G2Mint will use commercially reasonable efforts to resolve, patch, fix, or provide a suitable workaround to issues within supported versions of the Software without undue delay.

3.3 Known issues, excluding Critical and High priority issues, that will be  resolved or planned to be resolved in future Software releases may preclude G2Mint from providing Customer with a patch or fix within the Subscriber’s current Software.

4. Technical Support Procedure 

4.1 Technical support requests can be created in the following manner: 

• By creating a support ticket via G2Mint’s support portal located within the G2Mint application or via emailing  support@g2mint.com (an email will automatically create a support ticket).  All support contacts are logged in the appropriate support ticket and an email confirmation is automatically provided to the user upon ticket creation..

• By emailing technical support at Support@g2mint.com or by calling (781) 734-6293 during standard support hours. After hour support is only available for critical issues only. Please reference the handling procedure for critical issues outlined in 3.1 above.

4.2 Standard business and support hours are 8:00am to 6:00pm EST, Monday through Friday, except holidays. Emergency support is available during off hours for critical issues.

4.3 The following reasons can delay or hinder progress on support tickets: 

• Issues are not reproducible using similar hardware configuration

• Users do not provide enough information required to resolve the issue

• The issue requires custom improvements or an unplanned software update

• A user performs actions not provided for in  the Sales Order, SOW or Master Services Agreement (e.g., exceeds the allowed number of transactions) or technical requirements for accessing and using the Software)

• Unauthorized usage of G2Mint or third party products

• The issue is beyond the technical support service scope

• The issue is faulty, or Customer’s replies are insufficient to resolve.

4.4      The following issues are beyond the technical support scope: 

• Advising on general principles of programming

• Implementation of custom, user defined logics and algorithms

• Diagnose of user software components

• Modification of existing code to adapt them for specific business tasks, unless such modifications are in some way related to essential bug fixes

• Custom instance issues

5.  Data Backup / Disaster Recovery

5.1  G2Mint utilizes the following backup policies:

• Full Database Backup – Regular backups for the production databases will be performed at least weekly.

• Transactional Database Backup – Regular backups for the transactional database will be performed every fifteen (15) minutes 

5.2 All backups are currently stored using the Amazon S3 service.  This policy allows G2Mint to restore to within a thirty (30) minute window and maintains our backups at multiple Amazon facilities.  All data is redundantly stored across multiple facilities and multiple devices in each facility. Customer retains the right to have G2Mint perform a recovery operation of backup data, in which case G2Mint will use commercially reasonable efforts to supply such backup data within two (2) business days of Customer’s request.  

6. Record Retention

6.1  G2Mint retains Customer databases for a period of 30 days after termination.  Customer can obtain this data, as long as Customer is current on all payments owed to G2Mint (except if non-payment is due to a good-faith dispute by Customer), by making a request for such data to G2Mint’s support team. Customer may elect to have G2Mint retain Customer’s data for a longer period of time.  Should Customer wish to have G2Mint retain Customer’s data beyond the 30 days, please contact account management for pricing and approval.

7. Retired Releases

7.1 G2Mint provides production support for the most current Major Release as well as its immediately preceding Major Release.  All Customers are required to upgrade to the most recently released Major Release version of the Software within sixty (60) days of its release. In the event a Customer does not upgrade within sixty (60) days, they will be deemed out of policy. G2Mint does not provide SLA’s for any out of policy Customer.

7.2 G2Mint will provide bug fixes for Customers on an officially supported release at no additional charge. Service Releases are released approximately every two (2) weeks for the most recent software update.. 

7.3 When G2Mint identifies a critical bug it may, in its sole discretion, provide a patch on the most recent Service Release of that release without waiting for the next Service Release. 

8. Maintenance and Enhancements

8.1 Customer shall receive all Enhancements to the Software, however, any new modules outside of the functionality currently subscribed to are not included.

8.2 Customer shall receive maintenance of the Software. Such maintenance shall include, but is not limited to, the issue response described in Section 3.1 above.