Freestyle Software, Inc.

Addendum to M.O.M. Master Services & License Agreement


Software for Life Program

This Addendum to M.O.M. Master Services & License Agreement (this “Addendum”) amends and provides additional terms and conditions to the original M.O.M. Master Services & License Agreement (the “Agreement”) between Freestyle Solutions and Customer. Capitalized terms used by not defined herein shall have the meanings ascribed to them in the Agreement.

By accepting this Addendum, either by clicking a box indicating your acceptance or by executing a Quote that references this Addendum, You agree to the terms of this Addendum. If you are entering this Addendum on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to the terms and conditions in this Addendum, in which case the terms “You” and “Your” shall refer to such entity and its affiliates.

By your acceptance of the Software for Life program as provided for above the Section A-2 of Exhibit A – Software Maintenance & Support Services Schedule to the Agreement is hereby replaced with the following:

Subject to Your prompt payment of all Maintenance Fees when due hereunder, We agree to provide You (a) all software enhancements, including all future releases, at no charge for all previously license software products (“Upgrades”); (b) approved Third-Party Software integrations or subscription updates; (c) Telephone, Email and Online Support Services (“Support Services”); and (d) access to features and functions that require a current maintenance contract in order to operate.

By agreeing to this Addendum, Customer shall pay the Maintenance Fees for the initial commitment period of four (4) calendar years (the “Initial Term”) unless otherwise stated in the applicable Quote. In the event Customer breaches any term of the Agreement including, without limitation, the obligation to pay the Maintenance Fees for the Initial Term, the fees for the remainder of such Initial Term shall accelerate and be immediate due and payable.

After the Initial Term, the Maintenance Term shall automatically renew for successive four-year Maintenance Terms unless either party notifies the other party in writing of its intention not to renew at least thirty (30) days before expiration of the then-current Maintenance Term. Maintenance Fees may adjust for renewal terms as set forth in Section 3 of the Agreement.

The documentation comprising the understanding of the relative to the subject matter hereof includes: (i) the Agreement, (ii) this Addendum, and (iii) the Quote, each which is an integral part hereof and which together fully and expressly convey the agreement of the parties. This Addendum is entered into in conjunction with the Agreement and is incorporated therein by reference.  All of the terms and conditions of the Agreement shall apply hereto; however, the terms of this Addendum shall supplement the Agreement and, to the extent inconsistent with any term of the Agreement, shall control solely with respect to the subject matter hereof. Except as modified and supplemented by this Addendum the terms and conditions of the Agreement remain in full force and effect.