Software Maintenance and Support Agreement

Terms governing annual maintenance and support for software products developed and owned by WM Synergy.

1.  OVERVIEW AND DEFINITIONS

WM Synergy offers annual maintenance and support for software products developed and owned by WM Synergy. This Agreement describes the scope of support services, what maintenance includes and excludes, and the process for logging and resolving support requests. This Agreement is incorporated into and forms part of each Proposal under which the Customer purchases maintenance and support.

Definitions

• “Software” means the software products developed and owned by WM Synergy that are identified in the applicable Proposal, order form, or renewal invoice, together with all Updates delivered under this Agreement. Software or customizations developed for the Customer under a separate statement of work are covered only where the Proposal or statement of work expressly states that they are covered.

• “Proposal” means the WM Synergy proposal, quote, or order form accepted by the Customer that identifies the Software and the applicable fees.

• “License Agreement” means the software license agreement or license terms under which the Customer licensed the Software.

• “Update” means bug fixes, patches, service packs, point releases, updates, upgrades, and enhancements that WM Synergy makes generally available to its support customers for the Software.

• “Support Term” means the Initial Term or any Renewal Term described in Section 3.

Order of Precedence

If this Agreement conflicts with a Proposal, the Proposal governs for that transaction. If this Agreement conflicts with the License Agreement on questions of ownership or license scope, the License Agreement governs.

2.  FEES AND PAYMENT

a) Subscription. Customers subscribe to support by paying the fee stated in the Proposal or renewal invoice. Unless the Proposal states a different billing schedule, fees are payable annually in advance, and the fee for each successive term is due no later than the last day of the current term. Except where this Agreement expressly states otherwise, all fees are non-refundable.

b) Lapsed Agreements. If support lapses and the Customer later wishes to resume, the Customer will pay the support fees for the lapsed period plus a reinstatement fee equal to twenty percent (20%) of the then-current annual support fee.

c) Additional Software. WM Synergy may adjust the support fee during a Support Term when the Customer purchases additional Software, adds users, or expands scope. The escalation cap in Section 4 does not apply to fee changes that reflect added Software, users, or scope.

3.  TERM, RENEWAL, AND TERMINATION

a) Warranty Period. The warranty period runs for thirty (30) days beginning on the date the Software is first installed in the Customer’s environment or, where WM Synergy does not perform installation, first made available to the Customer for download or access. During the warranty period WM Synergy provides support services for the delivered Software at no additional cost; these services are included in the installation and configuration fees stated in the Proposal.

b) Initial Term. The initial Support Term begins when the warranty period ends and runs for twelve (12) months, unless a different length (for example, a two or three year term) is stated in the applicable Proposal.

c) Renewal. This Agreement renews automatically for successive Renewal Terms of twelve (12) months, or of the length stated in the applicable Proposal or renewal invoice, unless either party gives written notice of non-renewal at least sixty (60) days before the end of the current Support Term. WM Synergy will issue a renewal invoice before the current Support Term expires; the renewal term and fee are stated on that invoice.

d) Suspension and Termination by WM Synergy. WM Synergy may suspend or terminate support if the Customer’s fees remain unpaid fifteen (15) days after written notice of nonpayment. This Agreement terminates automatically upon termination of the License Agreement.

e) Early Termination by Customer. The Customer may terminate this Agreement early by giving a minimum of sixty (60) days’ written notice. The Customer remains responsible for all fees through the effective termination date, including prorated fees for the notice period. Prepaid fees are not refunded.

f) Effect of Termination. On expiration or termination, WM Synergy’s obligation to provide support and deliver Updates ends. The Customer’s rights in the Software itself continue to be governed by the License Agreement. Sections 6 through 9 and Section 11 survive termination.

4.  ESCALATION OF FEES

WM Synergy may increase the annual support fee at each renewal by up to the greater of:

a) five percent (5%), or

b) the year-over-year increase in the Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Bureau of Labor Statistics.

This cap applies to like-for-like renewals of the same Software and scope. Fee changes that reflect added Software, users, or scope are governed by Section 2(c). Where a Proposal states fixed fees or a different escalation formula for a multi-year Support Term, the Proposal governs for that term.

5.  SCOPE OF SUPPORT SERVICES

a) Support Requests. Support requests must be submitted through the WM Synergy Customer Care Portal. WM Synergy will acknowledge each request, and provide a tracking number, within two (2) business hours during normal business hours.

b) Product Support Schedules. The specific support services, service levels, response targets, inclusions, and exclusions for each Software product are set out in the applicable Proposal or product-specific support schedule, which forms part of this Agreement for that product.

c) Software Releases. Customers with a current Agreement receive the Updates that WM Synergy makes generally available to its support customers. The Customer is responsible for installing and configuring Updates, including related software and test systems, unless WM Synergy is engaged separately to do so or the applicable Proposal states otherwise. All Updates are part of the Software and are licensed under the License Agreement, not sold.

d) Non-Current Versions. WM Synergy reserves the right to discontinue or modify support for non-current Software releases or versions at its sole discretion and will use reasonable efforts to give advance notice.

6.  INTELLECTUAL PROPERTY

The Software, all Updates, and all fixes, workarounds, tools, scripts, and documentation delivered under this Agreement, together with all intellectual property rights in them, are and remain the sole and exclusive property of WM Synergy and its licensors. Updates and fixes are licensed to the Customer under the License Agreement, not sold, and no ownership rights transfer under this Agreement.

Anything WM Synergy develops in the course of providing support, including fixes and enhancements developed in response to a Customer request, is owned by WM Synergy and may be incorporated into its products, provided that WM Synergy does not disclose the Customer’s Confidential Information. WM Synergy may use suggestions and feedback from the Customer without restriction or obligation. All rights not expressly granted are reserved.

7.  CONFIDENTIALITY AND DATA ACCESS

Each party will protect the other party’s non-public business, technical, and financial information (“Confidential Information”) with at least reasonable care, will use it only to perform under this Agreement, and will not disclose it to third parties except to employees and contractors who need it and are bound by confidentiality obligations at least as protective.

In delivering support, WM Synergy may access the Customer’s systems and data. WM Synergy will do so only as needed to deliver support, using access methods authorized by the Customer, and will maintain commercially reasonable administrative and technical safeguards. The Customer is responsible for identifying any data subject to special legal or regulatory requirements, including export-controlled data, ITAR technical data, controlled unclassified information (CUI), and personal data, and for putting any required agreements or controls in place with WM Synergy before granting access to such data.

8.  WARRANTY DISCLAIMER

Except as expressly stated in this Agreement or the License Agreement, support services are provided “as is,” and WM Synergy disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. WM Synergy does not warrant that the Software will be error-free or that its operation will be uninterrupted.

9.  LIMITATION OF LIABILITY

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility of such damages; and (b) WM Synergy’s total aggregate liability arising out of or relating to this Agreement will not exceed the support fees paid by the Customer under this Agreement in the twelve (12) months preceding the event giving rise to the claim. These limits do not apply to a party’s fraud or willful misconduct, or to liability that cannot be limited under applicable law.

10.  CUSTOMER RESPONSIBILITIES

To facilitate efficient support, the Customer will:

• log all support requests through the WM Synergy Customer Care Portal for proper tracking and prioritization;

• designate up to three (3) authorized support contacts and keep contact information current;

• provide all relevant details about each issue, and reasonable cooperation and remote access, to expedite resolution;

• maintain current backups of its data and environment; WM Synergy is not responsible for data loss where the Customer has failed to maintain backups; and

• install Updates within a reasonable time and remain on a supported release of the Software.

11.  GENERAL

a) Governing Law and Venue. This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws rules. The exclusive venue for disputes is the state and federal courts located in Harris County, Texas.

b) Assignment. Neither party may assign this Agreement without the other party’s written consent, except that WM Synergy may assign it to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

c) Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, except for payment obligations.

d) Notices. Notices must be in writing. Notices to the Customer may be sent to the contact on the Proposal or renewal invoice. Notices to WM Synergy must be sent to WM Synergy LLC, 1321 Upland Dr. STE 4210, Houston, TX 77043, with a copy to customercare@wm-synergy.com.

e) Entire Agreement. This Agreement, the applicable Proposal, and the License Agreement are the entire agreement between the parties regarding maintenance and support and supersede prior discussions on that subject. Order of precedence is stated in Section 1.

f) Changes to This Agreement. WM Synergy may update this Agreement by posting a revised version with a new version number and effective date. Changes take effect for each Customer at the start of that Customer’s next Renewal Term.

g) Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force.

12.  CONTACT INFORMATION

For support requests, please use the following:

• Customer Care Portal: https://wm-synergy.com/customer-portal/

• Phone: 866-896-6347

• Mail: WM Synergy LLC, 1321 Upland Dr. STE 4210, Houston, TX 77043

Version 2.1. Effective July 15, 2026. Supersedes the version published January 22, 2025.

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