HostFlow Support Agreement

BY CONTACTING STARFLOW FOR TECHNICAL SUPPORT THROUGH THE TELEPHONE NUMBER OR URL ADDRESS PROVIDED WITH THIS AGREEMENT OR BY DOWNLOADING ANY UPGRADES PROVIDED WITH THIS AGREEMENT, THE INDIVIDUAL OR ENTITY WHO PURCHASED THE MAINTENANCE PLAN ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, LICENSEE SHOULD NOT CONTACT STARFLOW FOR SUPPORT OR DOWNLOAD UPGRADES AND PROMPTLY CONTACT LICENSEE'S PLACE OF PURCHASE FOR CANCELLATION OF MAINTENANCE. LICENSEE WILL RECEIVE A REFUND OF ANY MONEY PAID ONLY IF LICENSEE CONTACTS THE PLACE OF PURCHASE TO CANCEL LICENSEE'S MAINTENANCE ORDER WITHIN THIRTY DAYS OF PURCHASE. THIS AGREEMENT WILL BE VALID FOR ONE YEAR FROM LICENSEE'S DATE OF PURCHASE ("MAINTENANCE PERIOD"). 1.  AGREEMENT.  As a participant in STARFLOW's Maintenance Plan, Licensee is subject to these terms and conditions ("Agreement") and entitled to receive the technical support and upgrades ("Services") associated with such Maintenance Plan for the Maintenance Period. As used in this Agreement, for residents of Americas, Europe, the Middle East or Africa, "STARFLOW" shall mean STARFLOW SOFTWARE SA.. Therefore, in consideration for such participation, Licensee agrees to be bound by the terms and conditions set forth herein. 2.  DEFINITIONS.  "End User" means any user of the STARFLOW software ("Product") authorized by Licensee pursuant to Licensee's license agreement for the Product. "Maintenance Plan" means the applicable STARFLOW Silver, Gold or Bronze Maintenance Plan. "Maintenance Release" means a product revision or patch that improves the functionality of a product that does not contain any new features or enhancements. A Maintenance Release is not an upgrade. "Program Errors" means one or more reproducible deviations in the standard, unmodified Product from the applicable specifications shown in the documentation. "Upgrades" means both major and minor upgrades to the Product, if any, provided that Upgrades shall exclude any software release that is reasonably designated by STARFLOW as a separate product. "Major Upgrades" are designated by a change in the number to the left of the decimal point of the number appearing after the product name while "Minor Upgrades" are designated by a change in such number to the right of the decimal point. STARFLOW is the sole determiner of the availability and designation of a software release as a Major Upgrade or Minor Upgrade. "Working Hours" are defined by the STARFLOW office delivering the Services, excluding STARFLOW holidays.

3.  TECHNICAL SUPPORT.  STARFLOW will provide back-end support to Licensee for Program Errors not resolved by Licensee pursuant to Licensee's support policies and in accordance herewith. This support includes efforts to identify defective source code and to provide corrections, workarounds and/or patches to correct Program Errors. STARFLOW will provide Licensee with a telephone number and a URL address that Licensee may use to report Program Errors during Working Hours. For priority 1, Licensee agrees to notify STARFLOW via both telephone and URL address. STARFLOW will make reasonable efforts to correct significant Program Errors that Licensee identifies, classifies and reports to STARFLOW and that STARFLOW substantiates. STARFLOW may reclassify Program Errors if it reasonably believes that Licensee's classification is incorrect. Licensee will provide sufficient information for STARFLOW to enable STARFLOW to duplicate the Program Error before STARFLOW's response obligations will commence. Unless otherwise authorized in writing by STARFLOW, STARFLOW will not be required to correct any Program Error caused by (a) incorporation, attachment of a feature, program, or device to the Product, or any part thereof; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modification, or enhancement of the Product; (c) the failure to provide an installation environment recommended for the Product; (d) use of the Product for other than the specific purpose for which the Product is intended; (e) use of the Product on any systems other than the specified hardware platform for such Product; (f) if applicable, use of defective media or defective duplication of the Product; or (g) failure to incorporate any Maintenance Releases previously released by STARFLOW which corrects such Program Error. Provided Program Error reports are received by STARFLOW during Working Hours, STARFLOW will use reasonable commercial efforts to communicate with Licensee about the Program Error, via telephone or e-mail within the following targeted response times:

For Preferred  Maintenance Plan:

For the Preferred Maintenance Plan, Licensee may designate one (1) liaison authorized to contact STARFLOW for technical support. M-F, 9 AM-7 PM

For Advanced  Maintenance Plan:

For the Advanced Maintenance Plan, Licensee may designate two (2) liaisons authorized to contact STARFLOW for technical support. M-F, 9 AM-7 PM

For Premium Maintenance Plan:

For the Premium Maintenance Plan, Licensee may designate four (4) liaisons authorized to contact STARFLOW for technical support. STARFLOW will also provide Licensee with a telephone number to use in order to submit Priority 1 problems only, M-F, 9 AM-7 PM

STARFLOW will use reasonable commercial efforts to resolve each significant Program Error by providing either a reasonable workaround, an object code patch or a specific action plan for how STARFLOW will address the problem and an estimate of how long it will take to rectify the defect. STARFLOW agrees to support a given revision of the Product for the shorter of (i) 12 months from the date such revision is superseded by the next sequential Minor and/or Major Upgrade; or (ii) until such revision is superseded by 2 sequential Minor and/or Major Upgrades. (For example, STARFLOW will support version 2.1 for the shorter of 12 months from the date version 2.2 or 3.0 (if 3.0 is the next sequential release), is released by STARFLOW, or until version 2.1 is superseded by 2 sequential releases (2.2 and 2.3 or 2.2 and 3.0, as the case may be.)

4.  ADDITIONAL TECHNICAL SUPPORT FEES.  STARFLOW reserves the right to charge Licensee additional technical support fees at its then standard rates for technical support services performed in connection with reported Program Errors which are later determined to have been due to hardware or software not supplied by STARFLOW. Notwithstanding the foregoing, STARFLOW has no obligation to perform technical support services in connection with Program Errors resulting from hardware or software not supplied by STARFLOW. 5.  LICENSEE OBLIGATIONS.  Licensee, and not STARFLOW, will be responsible for, and will bear all expenses associated with, providing front-line technical support, Maintenance Releases, and Upgrades to its End Users. Notwithstanding anything contained in this Agreement to the contrary, Licensee shall not be entitled to provide Maintenance Releases and/or Upgrades to any End User or use any back-end support received from STARFLOW to provide front-line technical support to any End User prior to the payment by Licensee to STARFLOW of the annual Services fee for such End User. Licensee agrees to use reasonable commercial efforts to answer its End User's support questions. For the Preferred  Maintenance Plan, Licensee will identify 1 member of its customer support staff responsible for all communications with STARFLOW's technical support representatives. For the Advanced  Maintenance Plan, Licensee will identify 1 member of its customer support staff and 1 alternate to act as the primary technical liaisons responsible for all communications with STARFLOW's technical support representatives. For the Premium Maintenance Plan, Licensee will identify 1 member of its customer support staff and 3 alternates to act as the primary technical liaisons responsible for all communications with STARFLOW's technical support representatives. Such liaisons will have sufficient technical expertise, training and/or experience, for Licensee to perform its obligations hereunder. Licensee will designate, in writing and/or e-mail to STARFLOW, its list of liaisons within 1 week after STARFLOW's receipt of Licensee's purchase order, and may substitute contacts at any time by providing 1 week's prior written and/or electronic notice thereof to STARFLOW. Licensee, and not STARFLOW, will provide front-line technical support to its End Users. Such support includes but is not limited to, call receipt, entitlement verification, call screening, installation assistance, problem identification and diagnosis, product defect determination, efforts to create a repeatable demonstration of the Program Error and, if applicable, the distribution of any replacements for defective media or Upgrades. Licensee agrees that any documentation distributed by Licensee to its End Users will clearly and conspicuously state that End Users should call Licensee for technical support for the Product. STARFLOW will have no obligation to furnish any assistance, information or documentation with respect to the Product, directly to End Users. If STARFLOW customer support representatives are being contacted by a significant number of Licensee's End Users then, upon STARFLOW's request, Licensee and STARFLOW will cooperate to minimize such contact. 6.  MAINTENANCE RELEASES AND UPGRADES.  Provided that Licensee has paid the applicable Maintenance Plan fees, Licensee will be entitled to receive any Maintenance Releases and/or Upgrades made generally available during the Maintenance Period for those Products licensed from STARFLOW by Licensee and covered under a Maintenance Plan. STARFLOW Client products are excluded from coverage under any Maintenance Plan. Any Upgrades released during the Maintenance Period shall be made available for electronic download by Licensee. STARFLOW shall provide Licensee with instructions regarding registration for such electronic downloads. When a Maintenance Release or Upgrade is available for download, Licensee will receive an electronic communication from STARFLOW indicating such availability. Use of each Upgrade is subject to the terms of the license agreement for such Upgrade. 7.  INSURANCE.  If the Maintenance Plan Licensee has purchased includes provision of onsite support by STARFLOW at Licensee's location, STARFLOW shall be responsible, at STARFLOW's expense, for securing and maintaining adequate Worker's Compensation insurance in accordance with the laws of the state or country in which such onsite support is performed. If STARFLOW is permitted by state law to be a self-insurer, STARFLOW may maintain the equivalent of such insurance. STARFLOW further agrees to be responsible, at STARFLOW's expense, for securing and maintaining adequate Comprehensive General Liability insurance for claims for damages based on bodily injury (including death) and property damage caused by or arising from acts or omissions of STARFLOW's employees. 8.  REINSTATEMENT OF SERVICES.  Reinstatement of lapsed Services is subject to STARFLOW's then-current Services reinstatement fees in effect on the date the reinstatement of Services is ordered. 9.  RENEWAL OF SERVICES.  Prior to the expiration of the current Maintenance Period, STARFLOW reserves the right to send Licensee an invoice for annual renewal of the Services pursuant to the terms, conditions, and pricing then in effect. If Licensee does not wish to renew the Services, Licensee must contact STARFLOW prior to the expiration of the current Maintenance Period in order to decline acceptance of the renewed Services. 10.  PURCHASE ORDERS.  Licensee may place written purchase orders for renewal or change in level of Services provided that each purchase order contains the following (i) reference to the Agreement number; (ii) the level of Service, fees and charges therefor, and bill to address (if different). No terms and conditions set forth in any purchase order or instrument issued by Licensee in connection with the Services shall be binding upon STARFLOW. 11.  NOTICE.  Any notice required or permitted hereunder shall be in English, in writing and shall be deemed to be properly given upon the earlier of (a) actual receipt by the addressee (including facsimile or e-mail) or (b) 5 business days after deposit in the mail, postage prepaid, when mailed by registered or certified airmail, return receipt requested, or (c) 2 business days after being sent via private industry courier to the respective parties at the addresses set forth in the Agreement or to such other person or address as the parties may from time to time designate in a writing. Notices to STARFLOW shall be to the attention of the Legal Department, STARFLOW SOFTWARE SA. 100 Rue Albert Caquot, Espace Berlioz, Sophia Antipolis, 06560 France 12.  MISCELLANEOUS.  . (a) Licensee shall comply with all applicable laws, rules and regulations for the export of Product and technical data covered under this Agreement. (b) Licensee may not assign any of its rights or delegate any of its duties under this Agreement without the express written consent of STARFLOW which will not be unreasonably withheld, and any attempt to assign without such consent shall be null and void. (c) Neither party's waiver of a breach or delay or omission to exercise any right or remedy shall be construed as a waiver of any subsequent breach or as a waiver of such right or remedy. (d) This Agreement may be amended only by a writing signed by both parties. (e) This Agreement shall be governed by and construed in accordance with the laws of France without reference to its conflicts of law provisions. (f) Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the applicable court in the commerce tribunal of Grasse in France and each party submits to the jurisdiction of such courts. (g) This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods. (h) If the application of any provision hereof to any particular facts shall be held to be unenforceable by any competent court, then (x) the enforceability of such provision as applied to any other facts and the validity of other provisions hereof shall not be affected and (y) such provision shall be reformed without further action by the parties hereto only to the extent necessary to make such provision valid and enforceable when applied to the particular facts. (i) Each party shall be excused from any delay or failure in performance hereunder, except the obligation for payment of monies by Licensee to STARFLOW, caused by reason of any occurrence beyond its reasonable control for so long as the occurrence persists. (j) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. The terms and conditions hereof shall prevail over any conflicting purchase order or other written instrument submitted by Licensee. (k) This Agreement is written in the English language only, which language shall be controlling in all respects. (l) This Agreement may be executed in counterparts or by facsimile, each of which shall be an original, and all of which together shall constitute one and the same agreement. (m) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith. (n) All fees are exclusive of taxes, withholdings, duties or levies, however designated or computed and Licensee shall be responsible therefor except for taxes based on STARFLOW's net income. In lieu thereof, Licensee shall provide to STARFLOW a valid tax or other levy exemption certificate acceptable to the taxing or other levying authority.

13.  LIMITATION OF LIABILITY.  TO THE EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL STARFLOW BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL STARFLOW BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT STARFLOW RECEIVED FROM LICENSEE HEREUNDER, EVEN IF STARFLOW SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM STARFLOW'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.