Grey Wolf Systems Altitude Agreement

Grey Wolf Systems Altitude Agreement

This "Agreement" is entered into by and between Grey Wolf Systems "GWS" and "Customer" for Altitude "Application".

1. Scope of Services.
GWS agrees to provide access to Application for an agreed to period of time. Any Services performed by GWS outside of the scope of Services will be provided at prevailing rate. Any Services performed by GWS at Customer's site will be provided at prevailing rate including expenses incurred.

3. Prerequisites.
Grey Wolf's Web Services - Lite is required for Application to work.

3. Billable Activities.
Any activity performed by a Software Analyst or Developer will be billable activity. The minimum services incident shall be 0.3 hrs with increments of 0.1 hrs thereafter. Some examples of defining billable vs. non-billable activities are:

• “Bugs” in software products that are completed according to the software schedule are not billable.
Activities to fix “bugs” on an expedited schedule are billable.
• “Bugs” in software products that are completed according to the software schedule are not billable. Activities to fix “bugs” on an expedited schedule are billable.
• “Enhancements” to software products that are completed according to the software schedule are not billable. Activities to provide “enhancements” on an expedited schedule are billable.
• Diagnostic activities are billable.
• Installation, training and support activities are billable.
• Custom projects are billable.

4. Effective Dates.
The term of the Agreement is month-to-month basis, and termination shall be provided in writing thirty (30) days prior to the monthly anniversary.

5. Payment Terms.
In consideration of the services provided, Customer shall pay GWS the annual contract fee within twenty (20) days of the Invoice Date. If Customer does not pay within twenty (20) days, GWS reserves the right to suspend all access to Application.

6. Ownership.
Any software developed by GWS shall remain the property of GWS. Customer shall not lease, sell or otherwise transfer the software to any third party, except as authorized by GWS.

7. Liability.
CUSTOMER AGREES GWS SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, GOODWILL, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES SUFFERED BY CUSTOMER RESULTING FROM SAID AGREEMENT. GWS's MAXIMUM LIABILITY, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED FEES PAID BY CUSTOMER.

8. Personnel.
GWS has made a considerable investment in the hiring, training and retention of its personnel. Customer agrees to refrain from soliciting for employ any GWS employee for a period of two (2) years, unless otherwise mutually agreed in advance.

9. Travel.
Travel expenses shall be covered by Customer in addition to billed services. Travel time is not charged, but a minimum of 1.5 times travel time will be minimum billed for an onsite trip (even if actual time is less). If Customer schedules an onsite trip for services and cancels the trip, Customer must pay for the travel expenses incurred and may incur a cancellation fee.

10. Governing Law.
This Agreement and all amendments hereto are to be governed by the laws of the State of Colorado.

11. Activation Fee.
To activate Application a $400 fee shall be incurred each time activation occurs.

12. Program Levels.

Program Level Maximum Number of Transactions per Month Program Rate per Month Additional Monthly Fee per Transaction
Level 1 50 $100 $0.40
Level 2 100 $120 $0.10
Level 3 1,000 $210 $0.05
Level 4 10,000 $710 $0.01
Level 5 Call Grey Wolf
Agreement (By checking this box I agree to the terms of the agreement and have the authority to enter into agreement with GWS) *