Vali Cyber Support Agreement

1. MAINTENANCE SERVICES. Subject to Section 4 below, VALI CYBER's Maintenance Services will be provided only to your authorized and System-trained support personnel, and consists of the following:
   1.  Hot Line. VALI CYBER shall provide a telephone number for Customer's use Monday through Friday, 8:00 a.m. to 5:00 p.m. Eastern Time, US holidays excluded, to report irregularities in the unmodified Software and for problem resolution assistance. 
   2.  Error Correction. VALI CYBER will use reasonable efforts to correct all verifiable and reproducible Errors in the Software reported by Customer in writing to VALI CYBER and will utilize remote diagnostic procedures whenever possible for Error diagnosis and Error Correction. VALI CYBER will use appropriate escalation procedures based on the severity of the problem to resolve Errors. VALI CYBER may not issue Error Corrections for all Errors. 
   3.  Update. VALI CYBER shall provide Customer Updates that VALI CYBER offers to other Software licensees during any Maintenance Term. Update means an Error Correction or other software developments announced by VALI CYBER as updates, enhancements, and bug fixes. All updates are issued by VALI CYBER at its sole discretion and shall become part of the System for the purposes hereof. 
   4.  Exclusions. VALI CYBER shall have no obligation to provide Maintenance Services to any person other than Customer's authorized support personnel trained on the System, and shall have no responsibility or liability of any kind hereunder for any: (a) version of the Software other than the then-current version and one version back, not to exceed 12 months; (b) errors not reported by Customer in writing to VALI CYBER or reported to VALI CYBER after termination hereof; (c) errors resulting from misuse, negligence, revision, modification, or improper use of all or any part of the Software by any entity other than VALI CYBER or its authorized representative; or caused by Third Party Software or Customer's or other third party products; (d) problems caused by problems connecting to the Internet; (e) Customer's failure to provide a suitable operating environment in accordance with the VALI CYBER published specifications which had been furnished to Customer; (f) discontinuation of Maintenance Services; (g) data or data input, output, accuracy, and suitability, which shall be deemed under Customer's exclusive control; (h) Data integrity, storage, and back-up and any use of or reliance on data or data output are Customer's sole responsibility; or (i ) additional services (e.g., installation and training), equipment or software not specifically covered under the Agreement such as (but not limited to), operating systems, hardware, databases, product licenses, installation, or input or running of calculation sequences. 
2. UPGRADE. An Upgrade is a new version of or a change in the Software that advances its operation or functionality and/or adds substantially new features and functionality in addition to the original functional characteristics of such Software. VALI CYBER may offer Upgrades each of which is deemed, at VALI CYBER's sole discretion, to be a new item of Software subject to Customer's payment of VALI CYBER's then-current applicable additional License and Maintenance Fees.
3.  CUSTOMER'S RESPONSIBILITIES. Customer shall; (a) perform routine operator maintenance and may be required, at its expense, to update the operating system, database, or other third party products, or to modify equipment in order to run or take advantage of certain Updates; and (b) cooperate with and provide VALI CYBER remote and on-site access to the Software and reasonable assistance to perform remote diagnostics. 
4.  SOLE REMEDY; DISCLAIMER Except as may be specifically provided in the Agreement: (a) Customer's sole remedy and VALI CYBER's maximum liability arising out of or in any way connected hereto for any breach hereof shall be for VALI CYBER to modify or replace the nonconforming Services so as to bring the Services conform to its specifications; and (b) VALI CYBER makes no (and hereby disclaims all) representations or warranties of any kind with respect to Maintenance Services or otherwise, whether oral or written or express, implied, or statutory, including any implied warranty or condition of merchantability, or fitness for a particular purpose, all of which are hereby expressly disclaimed. VALI CYBER assumes no responsibility for lost data, data files, programs, or operating systems that may be stored by Customer. Data integrity, storage, and backup are the sole responsibility of Customer. 
5.  LIMITATION OF Liability. VALI CYBER's maximum liability arising out of or in any way connected hereto shall be in the aggregate and limited to the Customer's direct actual damages. In no event shall VALI CYBER, any parent, subsidiary, or affiliate, or any of their officers, directors, employees or representatives, be liable to any third party for damages of any kind or nature or in any manner whatsoever, regardless of the cause of action; or to Customer for any special, indirect, incidental, or consequential damages, or loss of profits or goodwill resulting from the use or inability to use the System or Maintenance Services, even if VALI CYBER has been notified of the likelihood of such damages occurring. The liability limitation in this Section 5 is an agreed-upon allocation of risk, reflected in the fees charged hereunder. Section 5 shall survive and continue in full force and effect despite any failure of an exclusive remedy. Notwithstanding the foregoing, VALI CYBER’s liability shall not be limited regarding claims of IP and Title infringement or claims of personal bodily injury (including death) and property damage and/or destruction as set forth in Section 10 of the Agreement.