GRIDGAIN COMMUNITY EDITION MASTER MAINTENANCE AND PROFESSIONAL SERVICES AGREEMENT

1. ORDER PROCESS

1.1 Order Form. Each Order Form shall incorporate by reference the provisions of this Master Agreement as though such provisions were set forth therein in their entirety, unless the terms of the Order Form conflict with the provisions of this Master Agreement, in which event, the terms of the Order Form shall prevail, and shall set forth: (a) a description of the Maintenance and/or Professional Services to be provided, (b) the fees to be paid by Customer for the Maintenance Services and/or Professional Services, and (c) such additional terms and conditions as may be mutually agreed upon by GridGain and Customer.

1.2 Maintenance Services. GridGain shall perform the Maintenance Services as described in an applicable Order Form (either Basic or Standard) pursuant to the terms set forth in Exhibit A. Maintenance Services are only for Customer’s internal use. Customer may not use the Maintenance Services to supply any maintenance or support services to any third party. Unless otherwise provided in an Order Form, the term of the Maintenance Services shall be annual and shall automatically renew unless terminated by notice from one party to the other in writing at least sixty (60) days prior to the expiration of the then-current term.

1.3 Professional Services. Subject to the terms and conditions of this Agreement, GridGain will provide to Customer the Professional Services agreed by the parties in applicable Order Forms. Professional Services are only for Customer’s internal use. Customer may not use the Professional Services to supply any consulting or training services to any third party. Unless otherwise provided in an applicable Order Form, all Professional Services shall be accepted upon delivery.

1.4 Customer Affiliates. Customer Affiliates may purchase Maintenance Services and Professional Services from GridGain by executing Order Forms. By entering into an Order Form with GridGain under this Agreement, a Customer Affiliate agrees to be bound by the terms and conditions of this Agreement as if it were an original party hereto, and all terms of this Agreement that apply to Customer shall apply to the Customer Affiliate.

1.6 Ownership of Deliverables and Training Materials. GridGain shall own all intellectual property and proprietary rights in the deliverables provided by GridGain as part of the Professional Services provided by GridGain under this Agreement (“Deliverables”). GridGain hereby grants to Customer an irrevocable, perpetual, nonexclusive, worldwide, royalty-free right and license to use any such Deliverables for its internal business purposes during the term of this Agreement. Notwithstanding any contrary provision in this Agreement, Deliverables shall not include GridGain training courses and training materials (“Training Materials”). Training Materials and all worldwide intellectual property rights therein, as the same may be amended and/or extended, including the copyright, are wholly owned solely by GridGain, who shall retain all right, title and interest in and to all Training Materials. Customer shall be entitled to keep and use all Training Materials provided by GridGain to Customer, but without any other license to exercise any of the intellectual property rights therein, all of which are hereby strictly reserved to GridGain. Customer may reproduce the Training Materials for its internal use during the term of this Agreement.

2. FEES AND PAYMENT TERMS

2.1 Fees. The fees and all other charges to be paid by Customer for the Maintenance Services and Professional Services shall be set forth on the applicable Order Form.

2.2 Taxes. Customer shall pay all fees and charges set forth in the Order Form exclusive of any sales, use, excise, value-added, or similar taxes, and exclusive of any duties or fees payable on the provision of the Services. Any such taxes, duties, or fees shall be added to the Customer’s invoice or paid directly by Customer. GridGain shall be solely responsible for the payment of personal property taxes, franchise taxes, corporate excise or corporate privilege, property or license taxes, all taxes relating to GridGain’s Personnel, and all taxes based on the net income or gross revenues of GridGain. If any applicable law requires Customer to withhold amounts from any payments to GridGain under this Agreement, (a) Customer will effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish GridGain with tax receipts evidencing the payments of such amounts and (b) the sum payable by Customer upon which the deduction or withholding is based will be increased to the extent necessary to ensure that, after such deduction or withholding, GridGain receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount GridGain would have received and retained absent the required deduction or withholding.

2.3 Reimbursable Expenses. GridGain will be reimbursed for expenses incurred that are reasonable and that have been approved in advance by Customer. For each item of expense for which reimbursement is requested, GridGain will submit substantiating documentation in accordance with Customer’s policies which are provided to GridGain in writing prior to the effective date of the applicable Order Form. All approved business expenses and pass-through charges will be reimbursed at cost (as actually incurred), without mark-up.

2.4 Terms of Payment. GridGain may invoice Customer for any other charges payable under this Agreement upon the effective date of the applicable Order Form. All invoices shall be submitted to Customer at the billing address designated on the applicable Order Form. Each invoice shall be payable within thirty (30) days after its receipt by Customer. All payments are nonrefundable and are made without the right of setoff or chargeback. GridGain reserves the right to charge a service fee in the amount of 1% per month on late payments. If Customer fails to pay fees in accordance with this Section, GridGain may suspend fulfilling its obligations under this Agreement until such payment is received by GridGain.

3. DISCLAIMER

THE SERVICES, TRAINING MATERIALS, DELIVERABLES, UPDATES AND ANY OTHER MATERIALS PROVIDED TO CUSTOMER UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND GRIDGAIN MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SERVICES, TRAINING MATERIALS, DELIVERABLES, UPDATES AND ANY OTHER MATERIALS PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. GRIDGAIN DOES NOT WARRANT THAT THE DELIVERABLES OR UPDATES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT WILL OPERATE UNINTERRUPTED OR THAT THEY WILL BE FREE FROM DEFECTS OR THAT THEY ARE IS DESIGNED TO MEET CUSTOMER’S BUSINESS REQUIREMENTS. GRIDGAIN HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT WITH RESPECT TO THE SERVICES, TRAINING MATERIALS, DELIVERABLES, UPDATES AND ANY OTHER MATERIALS PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.

4. CONFIDENTIAL INFORMATION

4.1 Protection of Confidential Information. Each Party (the “Disclosing Party”) may during the term of this Agreement disclose to the other Party (“Receiving Party”) Confidential Information regarding the other Party’s business. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to employees, contractors and professional advisors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

4.2 Exclusions. The obligations of confidentiality assumed under this Agreement shall not apply to the extent the Receiving Party can demonstrate, by clear and convincing evidence, that such information: (a) is or has become generally available to the public, without any breach by the Receiving Party of the provisions of this Agreement or any other applicable agreement between the Parties; (b) was rightfully in the possession of the Receiving Party, without confidentiality restrictions, prior to such Party’s receipt pursuant to this Agreement; (c) was rightfully acquired by the Receiving Party from a third party who was entitled to disclose such information, without confidentiality or proprietary restrictions; (d) was independently developed by the Receiving Party without using or referring to the Disclosing Party’s Confidential Information; or (e) is subject to a written agreement pursuant to which the Disclosing Party authorized the Receiving Party to disclose the subject information.

4.3 Legally Required Disclosures. The obligations of confidentiality assumed under this Agreement shall not apply to the extent that the Receiving Party is required to disclose the Disclosing Party’s Confidential Information under any applicable law, regulation or an order from a court, regulatory agency or other governmental authority having competent jurisdiction, provided that the Receiving Party: (a) promptly notifies the Disclosing Party of the order in order to provide the Disclosing Party an opportunity to seek a protective order; (b) provides the Disclosing Party with reasonable cooperation in its efforts to resist the disclosure, upon reasonable request by the Disclosing Party and at the Disclosing Party’s expense; and (c) discloses only the portion of the Disclosing Party’s Confidential Information that is required to be disclosed under such law, regulation or order.

4.4 Return of Confidential Information. Except as otherwise expressly provided in this Agreement, upon the request of the Disclosing Party at any time after the termination of this Agreement, the Receiving Party will return (or purge its systems and files of, and suitably account for) all tangible Confidential Information supplied to, or otherwise obtained by, the Receiving Party in connection with this Agreement. The Receiving Party will certify in writing that it has fully complied with its obligations under this Section within seven (7) days after its receipt of a request by the Disclosing Party for such a certification. For the avoidance of doubt, this Section shall not be construed to limit either Party’s right to seek relief from damages that are caused by the other Party’s default.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until the stated term(s) in the Order Form(s) has expired or has otherwise been terminated as provided in this Section 5 or by written agreement of the Parties. Each Order Form shall only become effective when duly signed on behalf of the Parties to be bound thereby, and shall continue in effect through the date stated therein; provided that the Order Form is not earlier terminated pursuant to Section 5.2. Customer acknowledges and agrees that, unless specifically stated otherwise in an Order Form, the Term is subject to automatic renewal for additional 12 month periods (or, if different, the period specified in the applicable Order Form) (“Additional Term(s)”) unless either Party gives notice of non-renewal in writing at least sixty (60) days prior to the expiration of the period. The fees for any such Additional Term shall be the same as that during the prior term unless GridGain has given the Customer notice of a fee increase, in which case the fee increase shall be effective upon renewal and thereafter. Any such fee increase shall not exceed more than a ten percent (10%) per Compute Unit increase from the fee level for the relevant Subscription in the immediately prior term, unless the fees in such prior term were designated in the relevant Order Form as discount, multi-year, one-time or promotional pricing

5.2 Termination for Cause. This Agreement, or any Order Form, may be terminated by either Party if the other Party is in material breach of any term or condition of this Agreement and such breach is not remedied for a period of thirty (30) calendar days after the Party in breach has been notified of the breach by the other Party. Notice of termination for any Order Form shall not be construed to be notice of termination for any other Order Form.

5.3 Orderly Transfer. In the event that this Agreement is terminated pursuant to 5.2 above, then each Party will provide such information, cooperation and assistance to the other Party, as may be reasonably requested, to assure an orderly return or transfer to each Party or its designee of each Party’s proprietary data (and related records and files) and materials, if any, held by the other Party.

6. LIMITATION OF LIABILITY

NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, IN NO EVENT WILL GRIDGAIN BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WHETHER OR NOT GRIDGAIN HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF, AND IN NO EVENT WILL GRIDGAIN'S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN ACTIONS BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GRIDGAIN HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF, EXCEED THE AMOUNT PAID UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

7. ASSIGNMENT

Customer may not assign this Agreement or any of its rights or interests hereunder, or delegate any of its obligations hereunder, without the prior written consent of GridGain, which shall not be unreasonably withheld. Any attempted assignment or delegation in contravention of this Section shall be null and void, and of no force or effect. This Agreement shall be binding upon, and shall inure to the benefit of, the legal successors and permitted assigns of the Parties.

8. NOTICES

Any notice, demand or other communication (collectively “notice”) required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given (i) when delivered personally to the representative(s) designated to receive notices for the intended recipient, or (ii) when mailed by certified mail (return receipt requested) or sent by overnight courier to the representative(s) designated to receive notices for the intended recipient at the address set forth on the applicable Order Form.

9. COMPLIANCE WITH LAW

9.1 General. Customer shall be solely responsible for applying for and obtaining any approvals, authorizations, or validations necessary to effectuate the terms of this Agreement under the laws of the appropriate national laws of each of the countries in the licensed territory.

9.2 Government Regulation. Customer acknowledges that the export and re-export of the Deliverables and Updates provided under this Agreement may be restricted to certain destinations and end users. Customer agrees that it will comply in all respects with all applicable U.S. export regulations, rules and laws, including without limitation, the Export Administration Regulations promulgated by the U.S. Department of Commerce and codified at 15 C.F.R. §§ 730-774, the regulations pertaining to sanctions programs and Specially Designated Nationals and Blocked Persons administered by the U.S. Department of the Treasury, and all other similarly applicable rules, regulations and statutes promulgated, administered or enforced by any U.S. government agency.

9.3 Anti-Corruption Laws. Customer shall at all times comply with all applicable laws and regulations in its performance under this Agreement, including without limitation the anti-corruption laws (including the United States Foreign Corrupt Practices Act). In its performance of this Agreement, Customer shall not offer, pay, promise to pay or authorize the payment of money or any other thing of value to any person with the corrupt intent to influence such person in an effort to obtain or retain business.

9.4 Indemnity. Customer will indemnify GridGain from and against any liabilities, costs, fines, penalties and other expenses, including reasonable attorney fees, incurred by GridGain as a result of Customer’s breach of the covenants in this Section 9.

10. CHOICE OF LAW AND JURISDICTION

This Agreement will be governed by and construed under the laws of the State of California excluding choice of law principles, and in no event will this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. In the event either party brings any action at law or in equity against the other party relating to this Agreement, the venue for such action shall be with a state court in San Mateo County or a federal court in the Northern District of California. To that end, each Party irrevocably consents to the exclusive jurisdiction of, and venue in, such court(s), and waives any, (a) objection it may have to any proceedings brought in any such court, (b) claim that the proceedings have been brought in an inconvenient forum, and (c) right to object (with respect to such proceedings) that such court does not have jurisdiction over such Party. Without limiting the generality of the foregoing, Customer specifically and irrevocably consents to personal and subject matter jurisdiction for such claims or disputes in the state court in San Mateo County or a federal court in the Northern District of California and to the service of process in connection with any such claim or dispute by the mailing thereof by registered or certified mail, postage prepaid to Customer, at the address for notice set forth in, or designated pursuant to, this Agreement.

11. REMEDIES

11.1 Equitable Relief. GridGain and Customer each acknowledge that the failure to perform their respective duties under Section 4 may cause the other Party to suffer irreparable injury for which such injured Party will not have an adequate remedy available at law. Accordingly, the injured Party may seek to obtain injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting a bond or security and without prejudice to such other rights as may be available under this Agreement or under applicable law. For purposes of this Agreement, "equitable relief" means and includes those remedies traditionally and historically granted by courts of equity, including without limitation, injunction, attachment, declaratory relief, lis pendens, receivership and replevin.

11.2 Cumulative Remedies. Except as otherwise expressly provided in this Agreement, all remedies in this Agreement are cumulative and in addition to (not in lieu of) any other remedies available to a Party at law or in equity.

12. WAIVER

No course of dealing, failure by either Party to require the strict performance of any obligation assumed by the other hereunder, or failure by either Party to exercise any right or remedy to which it is entitled, shall constitute a waiver or cause a diminution of the obligations or rights provided under this Agreement. No provision of this Agreement shall be deemed to have been waived by any act or knowledge of either Party, but only by a written instrument signed by a duly authorized representative of the Party to be bound thereby. Waiver by either Party of any default shall not constitute a waiver of any other or subsequent default.

13. FORCE MAJEURE

A Party will be excused from a delay in performing, or a failure to perform, its obligations under this Agreement to the extent such delay or failure is caused by the occurrence of any major contingency beyond the reasonable control, and without any fault, of such Party, other than the failure to meet financial obligations. In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the excusable delay. In order to avail itself of the relief provided in this Section for an excusable delay, the Party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure.

14. CONSTRUCTION

14.1 Inconsistencies. In the event of any inconsistency between the provisions of this Master Agreement and any Order Form, the provisions of the Order Form shall govern for purposes of such Order Form.

14.2 Modification. The terms, conditions, covenants and other provisions of this Agreement may hereafter be modified, amended, supplemented or otherwise changed only by a written instrument (excluding e-mail or similar electronic transmissions) that specifically purports to do so and is physically executed by a duly authorized representative of each Party. Purchase orders will be for the sole purpose of defining quantities, prices and describing the Services to be provided under this Agreement and to this extent only are incorporated as a part of this Agreement and all other terms in purchase orders are rejected.

14.3 Severability. If a court of competent jurisdiction declares any provision of this Agreement to be invalid, unlawful or unenforceable as drafted, the Parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law. If such provision cannot be so amended and construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full force and effect to the fullest extent permitted by law.

14.4 Survival. The following provisions shall survive and continue to bind the Parties after termination of this Agreement: Subsection 1.6, entitled “Ownership of Training Materials and Deliverables”; Section 2, entitled “Fees and Payment Terms”; Section 3, entitled “Disclaimer”; Section 4, entitled “Confidential Information”; Section 6, entitled “Limitation of Liability”; Section 7, entitled “Assignment”; Section 9, entitled “Compliance with Law”; Section 10, entitled “Choice of Law and Jurisdiction”; Section 11, entitled “Remedies”; and Subsection 14.4, entitled “Survival”.

14.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original.

15. COMPLETE UNDERSTANDING

This Agreement (together with the schedules, exhibits, and other appendices attached hereto or specifically incorporated herein by reference) constitutes the complete understanding of the Parties, and supersedes all prior or contemporaneous agreements, discussions, negotiations, promises, proposals, representations, and understandings (whether written or oral) between the Parties, with regard to the subject matter hereof.

16. DEFINITIONS

Affiliate” means and includes any entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where “control” means the ownership of, or the power to vote, at least twenty percent (20%) of the voting stock, shares or interests of such entity. An entity that otherwise qualifies under this definition will be included within the meaning of “Affiliate” even though it qualifies after the execution of this Agreement.

Agreement” means the terms of this Master Maintenance and Professional Services Agreement (sometimes referred to as “Master Agreement”), together with the appendices and other exhibits attached hereto or incorporated herein by reference; all Order Forms, as well as any other written modifications signed by authorized representatives of both Parties that incorporate the Agreement by reference.

Confidential Information” means and refers to the Deliverables, Updates, Documentation and all other materials or information furnished by the Disclosing Party to the Receiving Party that is expressly identified or marked by the Disclosing Party as “confidential” at the time of delivery or which by its nature is normally and reasonably considered confidential, such as information related to past, present or future research, development or business affairs, any proprietary products, materials or methodologies, or any other information which provides the Disclosing Party with a competitive advantage.

“Consulting Services” means the consulting services provided by GridGain as set forth in an applicable Order Form.

Defect” means a defect, failure, malfunction, or nonconformity in the Software that prevents the Software from operating substantially in accordance with the applicable Documentation.

Documentation” means all technical manuals and end user documentation that are normally supplied by GridGain to its commercial customers with the Software, as may be updated from time to time by GridGain.

“Effective Date” means the date specified above.

"Intellectual Property Rights" means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trade marks), service marks, trade names, business names, internet domain names, e-mail address names, copyrights (including rights in computer software), moral rights, database rights, design rights, rights in know-how, rights in confidential information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered, and any application for the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world.

Maintenance Services” consists of the support and maintenance services for the Software to be provided by GridGain in accordance with the terms of Exhibit A.

Order Form” means a transactional document executed by GridGain and Customer incorporating this Master Agreement which identifies the Maintenance Services and Professional Services to be provided by GridGain. A Statement of Work entered into by the parties incorporating this Master Agreement shall also constitute an Order Form hereunder.

Party” means either the “GridGain” or “Customer”, individually as the context so requires; and “Parties” means the “GridGain” and “Customer”, collectively.

Personnel” means and includes a Party’s directors, officers, employees, agents, auditors, consultants and subcontractors.

Professional Services” means the Training Services and Consulting Services as set forth in an applicable Order Form.

Compute Unit” is a unit of computation spread across one or more CPUs, server blades and/or virtual servers in any combination, so long as such unit does not exceed 16 GB RAM and 4 Cores (unless specified otherwise in an applicable Order Form).

Services” means collectively the Maintenance Services and Professional Services as set forth in an applicable Order Form.

"Software" means the source-available software Community Edition downloadable from http://www.gridgain.com/, under the terms of the GridGain Community License at https://www.gridgain.com/products/software/community-edition/gridgain-c…. The Software is not provided or licensed under this Agreement.

"Subscription" means a subscription to Maintenance Services for the period of time set forth in the Order Form.

Term” means the term of the Subscription(s) specified in the “term” field of the Order Form(s).

“Training Services” are website or on-site training in the use of the Software provided by GridGain and as set forth in an applicable Order Form.

“Update” means a Major Version, Minor Version or Maintenance Version of the Software made available by GridGain as part of Maintenance Services. "Major Version" means a later version of the Software identified by a change in the digit to the left of the left-most decimal point (X.x.x); "Minor Version" means a later version of the Software identified by a change in the middle number in between the two decimal points (x.X.x); and "Maintenance Version" means a later version of the Software identified by a change in the digit to the right of the right-most decimal point (x.x.X).

Exhibit A

Maintenance Services

1. Maintenance Service. GridGain shall provide Maintenance and Support Services via web, email or telephone as set forth in the table below. “Business Hours” means 9:00 a.m. to 5:00 p.m. PST/PDT, excluding the following US holidays: New Year’s Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

2. Named Technical Contacts. Customers are permitted to have a number of Named Technical Contacts (as specified in the table below), who shall be Customer’s authorized persons to contact GridGain regarding support or maintenance requests. In the event Customer fails to designate such persons, GridGain may notify Customer in writing of the persons that it considers to be Customer’s authorized persons. Except in cases of emergency, no other persons shall be authorized on behalf of Customer to contact GridGain with regard to Maintenance Services, and GridGain shall have no obligation to respond to any communication who is not listed as one of the Customer’s Named Technical Contacts. Named Technical may be amended by Customer with five (5) days written notice to GridGain..

3. Support Levels. GridGain offers both Basic and Standard Support Services for the Community Edition. The relevant support level is set for the in the applicable Order Form.

Basic Support*

Standard Support

Hours of Coverage

Business Hours

(or 24x7 if selected in Order Form)

24x7 for Severity 1 and 2 Production issues; Business Hours for Severity 3 or 4 issues and Non-Production Support

Access

Web and Email

Web, Email and Phone

Number of Cases

Unlimited

Unlimited

Support Window

via GridGain Portal

via GridGain Portal

Named Technical Contacts

2

3

*Exclusions from Basic Support: Customer acknowledges that Basic Support does not include maintenance releases, patches, bug fixes, new workarounds, telephone-based support, or access by GridGain to Customer’s environment.

3. Non-Production Support; Production Environment Updates. Support services for Development, Test, Q/A, Staging, and other non-production environments will be handled during Business Hours for both Basic and Standard Support customers. Customer shall provide no less than 48 hours’ notice to GridGain, by filing a ticket in the GridGain Portal, regarding updates to Customer’s production environment that may adversely impact GridGain’s production support. In such notification Customer shall provide GridGain with an expected timeframe for the update, and the current and target versions of the GridGain software.

4. Severity Definitions. The service request severity level is determined by the Customer. GridGain reserves the right to re-classify such requests, at its discretion. GridGain will respond to Customer’s request for support based on the severity definitions below and the level of Maintenance and Support Services, as set forth in the applicable Order Form:

Response Guidelines

Basic

Initial Response Time

Standard

Initial Response Time

Severity Level 1: Urgent

A production issue that renders the Software inoperable or is causing a serious impact to Customer’s business operations. The affected operation is mission critical to the business.

9-5

24x7

2 Hours

4 Business Hours

4 Hours

Severity Level 2: High

An issue that materially impairs the Software’s performance, with the consequence that Customer’s business can be performed, but in a restricted manner.

By next Business Day

By next Business Day

1 Business Day

Severity Level 3: Medium

An issue that does not significantly affect Customer’s day-to-day business operations. The impact is an inconvenience.

3 Business Days

3 Business Days

2 Business Days

Severity Level 4: Low

Requests for enhancements, information, or documentation clarification. There is no impact to business operations.

4 Business Days

4 Business Days

3 Business Days

5. Updates. In its sole discretion, GridGain may make Updates available to Customer for the Software. Customer shall implement each Update within a reasonable period of time, not to exceed twenty (20) business days.

6. Documentation. In its sole discretion, GridGain may provide Customer modified Documentation to correspond to changes made to the Software.

7. Exclusions from Support. In addition to the Basic Support exclusions set forth in Section 3 above, GridGain’s obligations to provide Maintenance Services do not include: (a) correction of any software or other item other than the Community Edition; (b) support of Software that has been modified, added to or repaired by anyone other than GridGain; (c) correction of problems caused by the unauthorized connection or use of Software with software designated as incompatible in the Documentation; (d) hardware servicing, network support and backing up of data files; or (e) Software that is not the current release. Such excluded services, if GridGain chooses to provide them, will be billed at GridGain’s hourly rate then in effect, in addition to reasonable, pre-approved expenses incurred.

8. Customer Obligations. Customer agrees that it shall: (a) exercise reasonable efforts to ensure that the Software is operated in accordance with any written specification, best practices or other documentation provided by GridGain; (b) do all things reasonably necessary to verify any alleged defect, including performing preliminary diagnosis of problems to eliminate those due to faulty hardware and software other than the Software (“Third Party Software”) before contacting GridGain for assistance; (c) report Defects to GridGain as soon as reasonably possible; (d) provide at all times an operating environment that meets or exceeds the requirements of the specifications on matters such as computer operating system and associated software specifications, and implement any reasonable GridGain recommendations regarding stable spike free electricity supply, air-conditioning, service clearances and cable runs; (e) provide reasonable remote access to its computers on which the Software is installed from GridGain’s computers located in GridGain’s facilities, as well as a reasonable amount of time on Customer’s computers to allow GridGain to provide Maintenance Services; (f) appoint a representative to represent Customer in its dealings with GridGain and all requests for Maintenance Services shall, except in the case of an emergency, be directed to GridGain only via such representative; (g) advise GridGain in a timely manner of every material update and change to Customer's operating environment for the Software; and (h) if requested by GridGain, provide GridGain with documentary evidence of Defects sufficient to allow GridGain to replicate the Defects.