Master Subscription Agreement

This Master Subscription Agreement (this “Agreement”) governs the use of the services provided by Shop Express, LLC doing business as BikeShop360 (“BikeShop360”) to the customer identified on an applicable Order Form that references this Agreement (“Customer”).

This Agreement sets forth the terms under which BikeShop360 will provide Customer with access to and use of certain software-as-a-service offering(s), known as BikeShop360, which provide management solutions for bike shops, including point of sale (POS), inventory maintenance, contact management, reports, purchase orders, work orders, gift card programs and additional features identified in the applicable Order Form or otherwise made available by BikeShop360 from time to time (collectively, the “Services”). The term “Order Form” shall mean any ordering document or mechanism, including an online form, used by Customer to order the Services and which is accepted by BikeShop360 and references this Agreement.

CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE ORDERING OR REGISTRATION PROCESS AND ALSO BY CONTINUING TO USE THE SERVICES. IF CUSTOMER DOES NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT BikeShop360 MAY MAKE TO THIS AGREEMENT IN THE FUTURE, CUSTOMER SHOULD NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE SERVICES.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER REPRESENTS THAT SUCH INDIVIDUAL IS AUTHORIZED TO BIND CUSTOMER TO THE TERMS OF THIS AGREEMENT.

The parties hereby agree as follows:

LICENSES
1. Access Rights. BikeShop360 hereby grants Customer, during the Term, a limited, non-transferable and non-exclusive license for Customer’s employees and third party consultants (“Authorized Users”) to use the Services in accordance with the use parameters described in the Order Form, solely for Customer’s internal business purposes consistent with the terms and conditions of this Agreement.
2. Administration. BikeShop360 will issue to one Authorized User (“Administrator”) an individual logon identifier and password (“Administrator’s Logon”) for purposes of administering the Services. Using the Administrator’s Logon, the Administrator shall assign each remaining Authorized User a unique logon identifier and password and assign and manage the business rules that control each such Authorized User’s access to the Services.
3. License to Customer Data. Customer hereby grants BikeShop360, its affiliates and service providers a worldwide, limited-term license to host, copy, transmit and display electronic data and information submitted by or for Customer to the Services or collected and processed by or for Customer using the Services (the “Customer Data”). Subject to the limited licenses granted herein, BikeShop360 acquires no right, title or interest from Customer or Customer’s licensors under this Agreement in or to the Customer Data.
4. License to Feedback. Customer grants to BikeShop360 and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferrable license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of the Services.
5. Restrictions. Customer and its Authorized Users shall be prohibited from and will not: (a) sell, lease, license or sublicense the Services, or include the Services in a service bureau or outsourcing offering; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Services or any software included in the Services; (c) provide, disclose, divulge or make available to, or permit use of the Services by, any third party (except as expressly provided for herein); (d) copy or reproduce all or any part of the Services (except as expressly provided for herein); (e) knowingly interfere, or attempt to interfere, with the Services in any way; (f) use the Services to engage in spamming, mailbombing, spoofing or any other fraudulent, illegal or unauthorized use of the Services; (g) knowingly introduce into or transmit through the Services any virus, worm, trap door, back door; (h) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, (i) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Services; or (j) attempt to gain unauthorized access to the Service or its related systems or networks, or permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit, or access the Services in order to build a competitive product or service. Additionally, Customer may not access the Services if Customer is a direct competitor of BikeShop360, except with BikeShop360’s prior written consent. In addition, Customer may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
6. Suspension. BikeShop360 may at any time without notice suspend Customer’s access to the Services if BikeShop360 determines in its discretion that such suspension is necessary or beneficial for the protection of its legal rights, commercial interests or to avoid any liability or loss.
7. End User License for Software. If the Order Form provides that Customer has licensed from BikeShop360 a copy of the software which operates the Services (the “Software”), then the following provisions will apply: (i) subject to payment of applicable license fees, BikeShop360 hereby grants Customer, a non-transferable and non-exclusive license to install the Software on Customer’s servers and to allow Authorized Users to use the Software in accordance with the use parameters and term described in the Order Form, solely for Customer’s internal business purposes consistent with the terms and conditions of this Agreement; (ii) the warranty in Section 4.2(b) shall continue for a period of 60 days from delivery of the Software; (iii) the Customer Support Terms set forth in Schedule A hereof shall only be provided by BikeShop360 if ordered by Customer pursuant to an Order Form in accordance with BikeShop360’s standard terms; and (v) all provisions of this Agreement which are only applicable to a software-as-a-service offering shall not apply to the Software. Customers licensing copies of the Software under this Section are responsible for installation of the Software and updates, backups and server and network administration. Except for the foregoing, all provisions of this Agreement applicable to the Services shall apply equally to the Software.
8. Store Front Functionality. BikeShop360 offers Customer certain optional storefront functionality (the “Storefront”). The Storefront is subject to a separate fee. The Storefront allows Customers to post products from Customer’s inventory to be sold directly from the Customer’s website via an API from the BikeShop360 platform. In addition to products, Customer can also accept through the Storefront bookings for classes, trips and other events. Payments for purchases of products and services through the Storefront will be made via a third merchant services payment gateway (the “3rd Party Payment Service”). Since all transactions will be effected with the 3rd Party Payment Service, BikeShop360 will not manage, receive or maintain any credit card or other transaction data. Customer will establish an account with the 3rd Party Payment Service and will be subject to the terms and conditions (the “3rd Party Terms”) offered by the 3rd Party Payment Service. Accordingly, any fraudulent transactions occurring via purchases from the Storefront are exclusively subject to the 3rd Party Terms offered by the 3rd Party Payment Service. BikeShop360 has no responsibility or liability for any such fraudulent transactions. The handling and consequences of fraudulent transactions and the responsibility and liability of Customer will be determined by the 3rd Party Payment Service in accordance with the 3rd Party Terms. Customer represents and warrants that the creation, distribution, transmission, public display and performance, accessing, downloading and copying of any content that Customer uploads through the Storefront does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party. All sales through the Storefront are between Customer and consumers and BikeShop360 is not a party to those sales. Customer is solely responsible for all of its sales through the Storefront, and is required to notify purchasers of all of its terms of sale, warranties, refund policies, etc. Customer is solely responsible for collection and payment of sales tax from its sales through the Storefront. BikeShop360 will automatically select the state in which Customer’s store is located for sales tax collection. Customer is also required to collect and pay sales tax for sales in any other states in which sales by Customer will require payment of sales tax. Customer should consult with Customer’s tax advisor to determine the states for which Customer is required to charge sales tax.
RESPONSIBILITIES
1. Provision of Services. BikeShop360 will (a) make the Services available to Customer pursuant to this Agreement and the applicable Order Form, (b) provide BikeShop360 standard Customer Support for the Services to Customer at no additional charge, and/or upgraded support (if made available by BikeShop360 and purchased by Customer), and (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which BikeShop360 shall give at least 8 hours electronic notice and which BikeShop360 shall schedule to the extent practicable during the weekend hours between 10:00 p.m. Monday and 3:00 a.m. Tuesday Pacific time), and (ii) any unavailability caused by circumstances beyond BikeShop360’s reasonable control, including, for example, an act of god, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving BikeShop360’s employees), Internet service provider failure or delay, non-BikeShop360 application, or denial of service attack (each a “Force Majeure Event”).
2. Protection of Customer Data. BikeShop360 will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by BikeShop360 personnel and third party service providers except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as Customer expressly permits in writing.
3. Professional Services. Customer may order from BikeShop360 professional services that are beyond the scope of the Services, such as configuration, customization and data entry services, pursuant to the terms set forth in an Order Form.
4. Customer Responsibilities. Customer will (a) be responsible for Authorized Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired the Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify BikeShop360 promptly of any such unauthorized access or use, and (d) use the Services only in accordance with this Agreement, the BikeShop360 documentation and applicable laws and government regulations.
FEES; PAYMENT TERMS
1. Fees. In consideration of the license rights to the Services granted in this Agreement, Customer shall pay the fees specified in the Order Form. Customer will provide BikeShop360 with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to BikeShop360. If Customer provides credit card information to BikeShop360, Customer authorizes BikeShop360 to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Subscriptions will renew automatically, unless terminated, at the then-current undiscounted price and BikeShop360 will not need to obtain Customer’s authorization to charge Customer’s credit card upon each renewal. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, BikeShop360 will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges (as opposed to credit card charges) are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to BikeShop360 and notifying BikeShop360 of any changes to such information. Late payments will incur interest in an amount equal to the lesser of 1.0% per month or the maximum allowable under applicable law. Payment obligations are non-cancelable and fees paid are non-refundable. All payments shall be in U.S. dollars. Customer shall reimburse BikeShop360 for any costs of collection, including reasonable attorneys’ fee, incurred collecting from Customer overdue fees.
2. Taxes. All fees quoted or specified on the Order Form do not include, and Customer will pay or reimburse BikeShop360 (or its authorized reseller identified on the applicable Order Form) for, any applicable sales tax, use tax, and value added taxes (VAT) or other taxes which are levied or imposed by reason of the performance by BikeShop360 under this Agreement, excluding income taxes. If Customer is a tax-exempt organization and is not obligated to pay taxes arising out of this Agreement, Customer will provide BikeShop360 with any required documentation to verify its tax exempt status with the applicable taxing authorities.
3. Future Functionality. Customer agrees that Customer’s purchase of the Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by BikeShop360 regarding future functionality or features.
LIMITED WARRANTIES
1. Customer Warranty. Customer represents, warrants and covenants to BikeShop360 that: (a) it has the authority to enter into this Agreement and perform its obligations hereunder; and (b) it and its Authorized Users will only use the Services for lawful purposes and will not use the Services to violate any law of any country or the intellectual property rights of any third party.
2. BikeShop360 Warranty. BikeShop360 warrants that: (a) BikeShop360 has the authority to enter into this Agreement; (b) the Services will operate and conform substantially to BikeShop360’s published documentation; and (c) BikeShop360 shall perform the obligations specified in the Customer Support Terms attached as Schedule A. The term "documentation" shall mean the reference, administrative and user manuals, delivered by BikeShop360 to Customer with the Services. Documentation shall not include marketing materials.
3. Disclaimer. Except as set forth in Section 4.2, BikeShop360 makes no representations or warranties, whether express or implied regarding or relating to any of the Services or any other matter covered by this Agreement. BikeShop360 SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BikeShop360 does not guarantee that Customer’s access to the Services will be uninterrupted or error free.
LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO THE OTHER PARTY’S CONTENT OR DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT OR OTHER FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BikeShop360’S LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO BikeShop360 UNDER THIS AGREEMENT DURING THE 3 MONTHS PRECEDING THE DATE ON WHICH A CLAIM FIRST ACCRUES.

CONFIDENTIAL INFORMATION

“Confidential Information” means information that Customer and its authorized users upload in its usage of the Services hereunder (i.e., Customer Data), the terms of this Agreement, the Services, any software provided by BikeShop360 under this Agreement, the logon identifiers and passwords provided to Customer and its Authorized Users, the fees charged under this Agreement, any other materials marked confidential by Customer or BikeShop360 and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance. Each party acknowledges and agrees that: (a) the Confidential Information may constitute valuable trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (i) publicly available; (ii) already in the other party’s possession and not subject to a confidentiality obligation; (iii) obtained by the other party from any source without any obligation of confidentiality; (iv) independently developed by the other party without use of or reference to the disclosing party’s Confidential Information; or (v) required to be disclosed by order of a court or other governmental entity; provided no less than ten days’ notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.

PROPRIETARY RIGHTS

Except for the license granted in Section 1, no right title or interest of intellectual property or other proprietary rights in and to the Services made available under this Agreement is transferred to Customer hereunder. BikeShop360 and its third party licensors retain all right, title and interests, including, without limitation, all copyright and other proprietary rights in and to the Services and all, modifications, enhancements and derivatives thereof. Customer will retain all right, title and interest to the Customer Data and documents created by Customer using the Services.

MUTUAL INDEMNIFICATIONS
1. Indemnification by BikeShop360. BikeShop360 will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of the Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided Customer (a) promptly gives BikeShop360 written notice of the Claim Against Customer, (b) gives BikeShop360 sole control of the defense and settlement of the Claim Against Customer (except that BikeShop360 may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives BikeShop360 all reasonable assistance, at BikeShop360’s expense. If BikeShop360 receives information about an infringement or misappropriation claim related to the Services, BikeShop360 may in its discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, without breaching the warranties under Section 4.2, (ii) obtain a license for Customer’s continued use of the Services in accordance with this Agreement, or (iii) terminate Customer’s right to use the Services upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated use (or if a perpetual license is granted, refund license fees decreased in accordance with three-year straightline depreciation). The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Customer’s breach of this Agreement. The foregoing indemnity shall not apply to any Claim Against Customer based upon or arising from (i) any use of the Services outside the scope of the Agreement, (ii) use of the Services in a manner for which they were not designed or not in accordance with applicable documentation, (iii) modification to Services not made by BikeShop360 or its authorized agents, (iv) use of the Services in connection or combination with any equipment, devices or software not supplied by BikeShop360, (v) Customer’s continued distribution of the Services subsequent to receipt of notice of any claimed infringement, or (vi) third party or open source products. Any delay in notification shall not relieve the indemnifying party of its obligations hereunder except to the extent that such delay prejudices the indemnifying party’s rights to defend the claim.
2. Indemnification by Customer. Customer will defend BikeShop360 against any claim, demand, suit or proceeding made or brought against BikeShop360 by a third party (i) alleging that Customer Data, any content that Customer uploads to the Storefront, or Customer use of any Service, infringes or misappropriates any third party’s intellectual property rights or violates applicable law or (ii) arising from or relating to sales by Customer via the Storefront (a “Claim Against BikeShop360”), and will indemnify BikeShop360 from any damages, attorney fees and costs awarded against BikeShop360 as a result of, or for any amounts paid by BikeShop360 under a court-approved settlement of, a Claim Against BikeShop360, provided BikeShop360 (a) promptly gives Customer written notice of the Claim Against BikeShop360, (b) gives Customer sole control of the defense and settlement of the Claim Against BikeShop360 (except that Customer may not settle any Claim Against BikeShop360 unless it unconditionally releases BikeShop360 of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. Any delay in notification shall not relieve the indemnifying party of its obligations hereunder except to the extent that such delay prejudices the indemnifying party’s rights to defend the claim.
3. Exclusive Remedy. This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 8.
TERM AND TERMINATION
1. Term. The initial term of this Agreement shall be the term specified on the Order Form. After expiration of the initial term specified on the Order Form the Customer’s subscription to the Services shall automatically renew for successive one-year periods or other period set forth in the Order Form (the initial term and each renewal term, a “Term”) unless either party provides written notice of non-renewal at least 30 days prior to commencement of the applicable renewal term. BikeShop360 may send Customer written notice of an increase in fees for any renewal term at least 30 days prior to commencement of the applicable renewal term.
2. Termination by BikeShop360. BikeShop360 shall have the right, upon notice to Customer, to suspend the Services and/or terminate this Agreement if: (a) Customer fails to pay BikeShop360 any amount due hereunder and such failure to pay is not cured within 30 days following BikeShop360’s notice to Customer of such breach; (b) Customer materially breaches any term or condition of this Agreement, provided such breach is not cured by Customer within 30 days following BikeShop360’s notice to Customer of such breach; or (c) Customer (i) terminates or suspends its business activities; (ii) liquidates all or a substantial portion of its assets for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority to effect such liquidation of assets; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes to effect such liquidation of assets.
3. Termination by Customer. Customer will have the right, upon notice to BikeShop360, to terminate this Agreement if BikeShop360 is in material breach of this Agreement and BikeShop360 fails to remedy such material breach within 30 days of its receipt of such notice or BikeShop360 (i) terminates or suspends its business activities; (ii) liquidates all or a substantial portion of its assets for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority to effect such liquidation of assets; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes to effect such liquidation of assets.
4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Section 9.3, BikeShop360 will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by BikeShop360 in accordance with Section 9.2, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to BikeShop360 for the period prior to the effective date of termination.
5. Data Extraction. Upon any termination and for a period of 30 days thereafter, Customer may request and BikeShop360 shall provide Customer with a copy of the data/files that have been uploaded or otherwise saved to the database provided as part of the Services subscription purchased by Customer under this Agreement. After such period, BikeShop360 may delete all data/files. Customer may request and BikeShop360 shall provide such data at any time during the term of this Agreement for its then current administrative fee for such service. Data will be returned by encrypted media, unless prior arrangements have been made to use SecureFTP. Upon confirmation of receipt of the media, BikeShop360 will send the password for decrypting the data.
6. Survival. Any provisions necessary to interpret the respective rights and obligations of the parties hereunder shall survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration.
GOVERNING LAW; VENUE

This Agreement will be governed by the laws of the State of California, excluding its rules regarding conflicts of law. Venue for any dispute hereunder shall be a court of competent jurisdiction located in San Luis Obispo County, California, and the parties irrevocably submit to the exclusive jurisdiction of such courts.

EXPORT COMPLIANCE

The Services and other technology BikeShop360 makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use the Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

ASSIGNMENT

Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without BikeShop360’s prior written consent. BikeShop360 may freely assign this Agreement.

GENERAL PROVISIONS

BikeShop360 and Customer are independent contractors. Any notice required or permitted to be delivered pursuant to this Agreement shall be in writing (email sufficient). BikeShop360 may modify this Agreement upon 30 days’ prior notice to Customer. Excluding payment obligations, neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to a Force Majeure Event (defined in Section 2.1 hereof). The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. Customer grants BikeShop360 the right to use Customer’s name in its website, press releases, product brochures and financial reports to indicate that Customer is a BikeShop360 client. This Agreement may be executed in counterparts (including by means of telecopied signature pages), all of which shall be considered one and the same agreement. The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. No purchase order or any hand written or typewritten text on a purchase order which purports to modify or supplement the printed text of this Agreement or any Order Form shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by BikeShop360 or Customer) are objected to and shall have no force or effect. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. This Agreement will not create any right or cause of action for any third party beneficiary or any other third party. This Agreement (including the Schedules hereto) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

Schedule A

Customer Support Terms

These Customer Support Terms set forth the terms, conditions, and procedures under which maintenance and support ("Support") is offered for BikeShop360’s proprietary Software-as-a-Service offerings (collectively, the “Services”) during the Term of the Customer’s subscription for such Services as set forth in the applicable Order Form. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

GENERAL

Scope. Support will consist of: (i) telephone support; (ii) correction of errors to keep the Services in conformance with the user documentation included in the Services; and (iii) updated versions of the Services provided by BikeShop360 to its general customer base of subscribers at no additional charge. Support will not include: (i) set-up, installation, or configuration of hardware and software required for the Customer to access the Services; or (ii) consultation, error correction, or research with respect to Customer-created documents and information.

CUSTOMER SUPPORT

Technical Support. Customer will have access to BikeShop360’s technical support personnel ("Technical Support") as follows:

Hours: Monday - Friday, 08:00 am to 06:00pm PST (excluding US holidays).
Phone: Toll Free: 855-936-0767
Email: support@BikeShop360

Communications with Technical Support may be via telephone or e-mail. BikeShop360 provides a single entry point of contact that routes requests/problems to the appropriate Technical Support.

SUPPORT ISSUES.

Support covers any issue or problem that is the result of a verifiable, replicable error (BikeShop360 will use all reasonable means to verify and replicate) in the Services ("Verifiable Support Issue"). An error will be a Verifiable Support Issue if it constitutes a material failure by the Services to function in accordance with the BikeShop360 documentation included in the Services. If Technical Support reasonably determines that Customer’s problem is not caused by BikeShop360 or its systems, equipment, or software, BikeShop360 is not obligated to provide support under this Agreement. Nevertheless, BikeShop360 will, if possible, offer suggestions as to how Customer can remedy the problem. If BikeShop360 determines that the issue was not the result of a Verifiable Support Issue, BikeShop360 may offer to provide for out of scope professional services at BikeShop360’s then current rates upon its standard terms to address the issue.

ADDITIONAL SUPPORT.

Technical Support may also determine that Customer’s request is a request for "Additional Support." Additional Support is any assistance not covered above. Examples of Additional Support include substantive questions regarding data or results, requests for Services customization, specialized training regarding use of the Services, custom documentation, and consulting. If BikeShop360 believes that it can appropriately and effectively provide the requested services, it will offer do so at its then-current rates upon its standard terms, subject to an Order Form.

CUSTOMER’S RESPONSIBILITIES.

Customer’s designated representative shall initiate all requests for Customer Support. The representative must be trained, qualified and authorized to communicate all necessary information, perform diagnostic testing under the direction of the BikeShop360 service representative and be available during the performance of any Customer Support if required.