MASTER SUPPLY, LICENSE, AND SERVICES AGREEMENT

This Supply, License, and Services Agreement (this “Agreement”) is entered into as of the Effective Date of the Order Form (the “Effective Date”) by and between VenueNext, Inc., a Delaware corporation with offices at 4949 Marie P. DeBartolo Way, Santa Clara, CA, 95054 (“VenueNext”) and Customer.  Each of VenueNext and Customer are referred to herein sometimes as a “Party” and together as the “Parties.”

WHEREAS, VenueNext has developed a technology platform (the “VN Platform”) that enables visitors of a venue to connect and interact with certain offerings available at the venue through their mobile devices;

WHEREAS, Customer desires to deploy certain functionality of the VN Platform in its venue; and

WHEREAS, VenueNext desires Customer to deploy such functionality of the VN Platform in Customer’s venue and is willing to do so and provide additional services pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS
2. IMPLEMENTATION & TRAINING
3. VENUENEXT PLATFORM
4. CUSTOMER OBLIGATIONS & RESTRICTIONS
5. PERFORMANCE, SUPPORT, & MAINTENANCE
6. CONTENT & DATA
7. PAYMENT
8. TERM AND TERMINATION
9. INTELLECTUAL PROPERTY
10. CONFIDENTIALITY
11. REPRESENTATIONS & WARRANTIES
12. INDEMNIFICATION
13. Miscellaneous
SCHEDULE A
Hosted Services

Customer Obligations
SCHEDULE B
Maintenance & Service

  1. VenueNext shall attempt to provide VN Platform availability to Customer 99% of each calendar month (“Uptime Commitment”) commencing with the first full calendar month throughout the Term.  Such availability shall be calculated by subtracting the cumulative minutes of Downtime (as defined below) in a given month from the total number of minutes in the applicable month, and dividing the foregoing by the total number of minutes in that month (i.e., (total monthly minutes – cumulative minutes of Downtime) / total monthly minutes).  
  2. Calculation of Downtime.
    a. Downtime. “Downtime” shall mean the VN Platform is not available to Customer.  
    b. Exclusions.
    i. Scheduled maintenance (up to 8 hours per calendar month) otherwise resulting in Downtime shall not be included in the definition of Downtime.  All scheduled maintenance shall only be conducted after supplying Customer two (2) days advance notice except emergency maintenance.  To the extent that, in the aggregate, VenueNext conducts maintenance on the VN Platform resulting in Downtime in excess of the permitted time, or outside of the scheduled windows, then such Downtime shall be included in the calculation of Downtime.  
    ii. Any VN Platform unavailability caused by Non-VN Technology and Services or other factors that are completely outside of the control of VenueNext shall not be considered Downtime. (Amazon AWS Outage, WiFi Outage at Customer, etc.)
    iii. Any VN Platform unavailability caused, directly or indirectly, by Customer or any of Customer’s third-party vendors.

  3. Response and Resolution Times for Services.  VenueNext agrees to respond to a report by Customer (given in accordance with the following Section 4 hereof) of any of the following “Priority Situations” within the stated Response Time and use its best efforts to fix such situations and underlying issues within the Target Maximum Fix Time as set forth in the matrix below:
THE TERMS AND CONDITIONS OF THIS SCHEDULE B GOVERN THE PROVISION OF SUPPORT SERVICES BY VENUENEXT AND ARE NOT A PRODUCT WARRANTY.