Terms & Conditions

Before entering into any agreement to use any Services provided by Oasis Computer Solutions, Inc., (“Oasis”) please read these Master Terms of Service (“Terms”). These Terms, any documents referred to in them, and any agreement, Scope of Work, addendum, Sub-agreement, any ad hoc engagement of Oasis, or accepted Request for Services entered into by a person (natural or otherwise) (“You” or “Client”) for Services by Oasis, form a binding agreement between You and Oasis (the “Agreement”). Each of You and Oasis may be referred to herein as a “Party” and together the “Parties.” The Effective Date of these Terms shall be the same Effective Date stated in any agreement, Scope of Work, or addendum between You and Oasis, or, if no such Effective Date is listed, shall be the date on which any agreement, Scope of Work, or addendum between You and Oasis is fully executed, or the date on which any ad hoc engagement of Oasis’s Services is requested.

1. Structure of Relationship; Integration.

1.1. Client is engaging Oasis to provide Services. Oasis will provide such Services on an ad hoc basis through Client outreach to Oasis’s helpdesk or Oasis
Associate, or to the extent outlined in a specific Scope of Work (“SoW”), Request for Services, or other document outlining the specific Services to be provided, but always subject to these Terms, unless these Terms are explicitly amended and signed by an officer of Oasis. To the extent any separate document does explicitly alter any of these Terms, such alteration shall apply only to the scope of that separate agreement and otherwise these Terms shall be in effect.


1.2. Integration. These Terms, any addendum to them, and any other contract or
agreement, Scope of Work, Request for Services, and/or Sub-agreement entered into by You with Oasis altogether constitute the entire understanding between You and Oasis as to the Services Oasis will provide and the terms by which such Services will be provided, and will supersede any and all prior
agreements, proposals, communications, or representations, written or oral, relating to the subject matter of such Services.

1.3. Independent Contractor. Oasis’s relationship to Client is that of an independent contractor. While You have obligations outlined herein, and might in other agreements with Oasis, that are required for Oasis to complete the Services, Oasis will control its manner and timing of its Services (unless otherwise
expressly agreed) in its sole discretion and nothing in these Terms or any other
agreement between the Parties shall be construed to constitute the Parties as
partners or joint ventures, or as employees or agents of the other. Unless expressly set forth in writing and signed by authorized agents of both Parties, neither Party has any express or implied right or authority to assume or create any obligations on behalf or in the name of the other. It shall be the sole and exclusive responsibility of each Party to obtain insurance for its employees, and to pay all salary, benefits, and other compensation to its employees.

1.4. Client may initiate Services by engaging Oasis directly via Oasis’s Helpdesk, or by executing a Request for Services or related form seeking Oasis’s Services. Oasis will supply Client with access to an electronic Request for Services document which must be completed, signed, and submitted by Client personnel who have been designated as Authorized Requestors on a Schedule of
Authorized Requestors. Request for Services will stipulate the description of
services requested and will present the Authorized Requestor with the ability to limit the time spent on the request. Client and Oasis agree that limiting time spent on a request may impede Oasis’s ability to complete any Services
requested. Client agrees that any Request for Services received by Oasis from someone on Client’s signed Schedule of Authorized Requestors is conclusively deemed to be a legally authorized request for Services by Oasis, and any action taken by Oasis pursuant to any such Request for Services shall be
compensated by Client without any argument that the Request for Services was
incorrect, sent inadvertently, was without actual, implied, or apparent authority, or otherwise not actionable for any reason whatsoever.

1.5. Warranty Disclaimer. While Oasis warrants that it is competent to undertake
the Services, Oasis makes no guarantees, promises, or representations regarding a delivery timeline for any Services, unless a specific timeline is expressly agreed to by both Parties and defined in a SoW or a specific Sub-Agreement. All Services delivered to Client will be delivered according to Oasis’s availability. Special delivery timing may be requested by Client in the Request for Services process and Oasis will make its best effort to accommodate Client’s request. Client and Oasis agree that Oasis is in no way obligated to meet a
defined level of response time, time to completion, or availability for scheduling
without a Sub-Agreement defining those terms.

1.6. Cooperation; Access. Client understands and agrees that it is in complete
control of Oasis’s access to Client’s systems, and Client shall remain at all times
completely responsible for its own network and systems security and its own
security protocols. Oasis cannot perform its Services without access granted by
Client, but also cannot terminate its own access when no longer needed or
otherwise do anything to enforce Client’s network or system security protocols;
Client must monitor and enforce such access and security. In connection with
the performance of the Services, Client shall provide Oasis with all such
cooperation and assistance as Oasis may reasonably request, or otherwise may
reasonably be required, to enable Oasis to perform the Services. This includes,
but is not limited to (i) reasonable, uninterrupted access, both physical and
virtual, to Client’s premises, systems, networks (deployed locally or hosted
remotely), instances (hosted remotely or in a cloud-based environment), and
facilities; (ii) a safe working environment; (iii) reasonable access to the appropriate personnel of Client, including network, systems, operations, and
application personnel; and (iv) all necessary authorizations and consents,
whether from third parties or otherwise, in connection with any of the foregoing.
Client, and Client alone, shall be responsible to terminating Oasis’s access to
Client’s network or systems when Oasis’s work is completed. Client is
responsible for the maintenance, security and integrity of all Oasis remote
access and network access, authentication, credentials, rights, portal, virtual
private network (VPN) and/or other related technology.

1.7. Data Backup. Client agrees to back up all data, files, data sets, servers, and information prior to the performance of any Services and hereby assumes sole
responsibility for any lost or altered data, files, data sets, servers, or information that might result from Oasis’s performance of the Services. Client agrees that Client is solely responsible for the integrity, retention, and security of all data in
Client’s environments, including cloud-based instances, and third-party
administered or hosted environments.

1.8. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED
UNDER APPLICABLE LAW, OASIS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND/OR ANY ASSOCIATED SOFTWARE AND DOCUMENTATION OR MATERIALS SUPPLIED IN CONNECTION WITH THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, OASIS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES OR ANY SOFTWARE WILL MEET THE
CLIENT’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS,
SYSTEMS OR SERVICES OF CLIENT.

2. Term

These Terms shall remain in full force and effect for so long as Oasis performs any Services for Client, and otherwise will continue after such Services have been completed if a express provision herein, or otherwise agreed between the Parties, calls for the provision or these Terms to remain ongoing obligations.

3. Payment for Services

3.1. Rates and Fees. Client shall pay Oasis for the Services and for any product/software/material/documentation purchased, if any, according to Oasis’s rates as set forth in any agreement signed by the Parties, and, if none is attached to such separate agreement, the rate set forth in the “Oasis Solutions Standard Rates” document (available upon request), or those otherwise as set forth in any Scope of Work, addendum, or Sub-agreement reached between the Parties. All amounts shall be billed on a time and materials basis, unless otherwise noted and rates are subject to change with or without notice at Oasis’s discretion.

3.2. Expenses. Client shall reimburse Oasis for any and all reasonable expenses incurred by Oasis in connection with the delivery of Services. The Client shall pay Oasis in accordance with these Terms, or, if different, in each Scope of Work, addendum, or Sub-Agreement between the Parties. Such expenses might include, but are not limited to, mileage driven from site to site on behalf of the Client, actual airfare expense, actual car rental expense, actual lodging expense, and actual meal expense. Mileage will be billed at then current U.S. General Services Administration (“GSA”) mileage rates, available at www.gsa.gov/mileage. With Client approval, Oasis will make reasonable effort to make travel insurance arrangements with Carriers, where applicable, valuable, and available. In the case of travel itinerary change (after travel has been purchased) as a result of Client’s actions or inactions, the Client agrees to pay travel itinerary change fees and/or additional expenses incurred during a planned or unplanned reschedule, unless otherwise agreed between Client and Oasis.

3.3. Taxes. Client and Oasis agree that Client shall pay all federal, state, local or other sales or use taxes that may be imposed by law upon Oasis and/or Client with respect to any Services furnished by Oasis.

3.4. Cancellations. Should Client make or agree to any appointment with Oasis for Services and Client misses the appointment or cancels it without at least 24 hours’ notice, Oasis, in its sole discretion, may assess a cancelation fee in the amount outlined in the Rate Schedule. Unless they can be cancelled at no additional fee to Oasis, any related travel expenses that were booked at the time of the cancellation will be billed to and payable by the Client.

3.5. Payment Method. Client and Oasis agree that Oasis only accepts payments via company check, bank check, wire transfer, ACH, or credit cards (including Visa, MasterCard or American Express), which may be subject to a reasonable processing fee.

3.6. Timing of Payments. Client agrees that all invoices from Oasis are due upon receipt, unless the invoice expressly states different payment terms or unless the invoice is disputed, in whole or in part, according to these Terms.

3.7. Late Payments; Interest. Client agrees that Oasis, in its sole discretion, may charge interest on any invoice amounts at 1.5% per month, or the maximum amount permitted by law, whichever is less, once any invoice amount is undisputed and unpaid 31 days after the invoice date.

3.8. Invoice Disputes. If Client believes any invoice to be in error, Client shall provide the disputed amount and the basis for any dispute in writing to the Oasis contact stipulated on the invoice within 30 business days of receipt of such invoice. Any amount in an invoice which is undisputed by Client shall be paid in accordance with Sections 3.5–3.7 of these Terms. If the invoice dispute is unresolved 60 days after the invoice date, the Client agrees that it will pay 50% of the disputed amount as a good-faith payment within 65 days after the invoice date. So long as Client remains current on all undisputed amounts owed to Oasis, and timely makes the 50% payment of any disputed amounts, Oasis agrees that it will not suspend Services for as long as the Parties continue to negotiate in good faith toward resolution of any disputed amounts. If the undisputed amount is not paid within thirty (30) days after the invoice date and/or fifty percent (50%) of any disputed amount is not paid within sixty-five (65) days after the invoice date, Client will be considered in breach of contract.

3.9. Breach for Non-Payment. Failure to pay all undisputed amounts on Oasis’s invoices within 30 days of each invoice date, and/or Client’s failure to timely pay 50% of any disputed invoiced amounts as outlined herein, shall constitute a material breach of contract by Client. Oasis, at its sole discretion, may elect to immediately terminate any agreements between the Parties and suspend all Services for Client, upon written notice to Client.

4. Restrictive Covenants.

4.1. This Section shall survive termination of these Terms and any other agreement, of any kind, reached between the Parties. For the sake of clarity, should either Party notice a termination or suspension of any agreement between them, or any course of performance of any agreement between them or any Services by Oasis, such notice shall not have any impact on the continued validity of the covenants in this Section. If, at the same time or subsequent to the Effective Date of these Terms, the Parties execute a separate agreement containing restrictive covenants like those herein and expressly replacing or superseding this Section, those separate covenants shall control the conduct of the Parties in the event of a conflict with this Section.

4.2. Confidential Information. “Confidential Information” shall mean: (i) any and all information which is disclosed by either Party (“Disclosing Party”) to the other (“Receiving Party”) verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary; and (ii) the terms, including without limitation, any pricing, contained in these Terms and any Sub-Agreement documents that reference these Terms. Confidential Information may include, but not be limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, financial information, and confidential information concerning Disclosing Party’s business or organization, as Disclosing Party has conducted it or as Disclosing Party may conduct it in the future. In addition, Confidential Information may include information concerning any of Disclosing Party’s past, current, or possible future products or methods, including information about Disclosing Party’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software).

4.3. Treatment of Confidential Information. Disclosing Party’s Confidential Information shall be treated as strictly confidential by Receiving Party and shall not be disclosed by Receiving Party to any third party except to those third parties operating under non-disclosure provisions no less restrictive than in this Section and who have a justified business “need to know” reason. Client shall protect the deliverables resulting from Services with the same degree of care. These Terms imposes no obligation upon the Parties with respect to Confidential Information which either Party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Receiving Party without an obligation to maintain its confidentiality prior to receipt from Disclosing Party; (b) is or becomes generally known to the public without violation of these Terms; (c) is obtained by Receiving Party in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Receiving Party without the participation of individuals who have had access to the Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Disclosing Party and provided further that diligent efforts are undertaken to limit disclosure.

4.4. The Receiving Party shall not obtain, by virtue of these Terms, any rights, title, or interest in any Confidential Information of the Disclosing Party. Within thirty (30) days after termination of these Terms, each Party shall certify in writing to the other that all copies of Confidential Information in any form, including partial copies, have been destroyed, returned, or used solely as the Disclosing Party so directs.

4.5. Non-Solicitation. During the term of these Terms and for a period of one (1) year from the date of termination of these Terms, neither Party shall hire or contract, or directly or indirectly solicit, for related services with any current or former Oasis employees or subcontractors without the prior written consent of a then-current officer of the other Party. The Parties agree that any violation of this provision would be detrimental to the business of the aggrieved Party and that any and each violation of this provision shall result in a liquidated damages award from the violating Party to the aggrieved Party in the amount of 100% of the compensation and/or pay (including benefits) paid to the employee or sub- contractor by the aggrieved Party in the 12-month period immediately preceding either the employee or sub-contractors termination or reduction of services to the aggrieved Party or date on which the employee or sub-contractor commenced provision of services to the breaching Party, whichever results in the greater amount. In the event the employee or sub-contractor at issue did not receive 12 months of prior pay or compensation, then the award shall be 100% of the pay or compensation (including benefits) the employee or sub-contractor did receive. This liquidated damages sum shall be in addition to the recovery of fees, costs, and expenses otherwise allowed by these Terms. In addition, if Client violates this provision, Oasis may, in its sole discretion (i) terminate and remove of all existing service resources from Client sites and/or (ii) immediately terminate these Terms and Oasis’s obligation to provide any further Services to Client under any agreement whatsoever. Client acknowledges and agrees that the restricted period of time, geographic scope, and the definitions used in this Section are reasonable. Client further acknowledges that because of the nature of Oasis’s business, the nature of Oasis’s services to the Client as an independent contractor, and the nature of the Confidential Information, any breach of this Section would result in the inevitable disclosure of Oasis’s Confidential Information and/or trade secrets.

4.6. Remedies. The Parties agree that the covenants in this Section 4 are reasonably necessary to protect their legitimate business interests, Confidential Information, trade secrets, and goodwill. The Parties agree that any breach of the restrictive covenants contained in this Section present irreparable harm to the aggrieved Party for which money damages will not be adequate, except as to the liquidated damages amount set forth above (which the Parties agree is a reasonable, good-faith estimation of loss that would be suffered, which loss would otherwise be costly and impracticable to precisely prove), and, as a result, the Parties agree that in addition to any remedies and rights outlined herein and otherwise available at law or in equity, breach of the covenants in this Section 4 shall entitle the aggrieved Party to a temporary restraining order and/or preliminary or permanent injunction preventing any further breach without the necessity of proving the inadequacy of money damages or of posting a bond. The prior notice and cure period, or any mediation, outlined elsewhere in these Terms shall not be required in connection with any breach of the restrictive covenants in this Section, though an aggrieved Party may elect, in its sole discretion, to provide advance notice, a cure period, or pursue mediation (without waiving any rights or remedies at law or equity).

5. Breach; Governing Law; Venue/Forum Selection.

These Terms, any other agreements reached between the Parties, and all aspects of the relationship or dealings between the Parties arising out of or related to these Terms or any other agreements (or any kind) between the Parties shall be construed in accordance with Kentucky law, without regard to any choice-of-law principles. In the event a breach of contract or other disputes arises out of any business relationship between the Parties, a written notice shall be made by the non-breaching Party to the Party in breach. If the breach is due to non-payment by Client, whether of an invoice or a deposit related to a timely invoice dispute, no cure period is obligated, but Oasis may, in its sole discretion provide a cure period to Client. As to all other breaches, the Party receiving such notice shall have thirty (30) days (or such other, greater time period as the noticing Party allows) to cure the alleged breach, during which time the Parties shall engage in good-faith discussions to attempt to avoid or resolve any further dispute related to the notice. If the dispute is not resolved within that cure period, or such other time as the Parties agree to, then any or all outstanding issues contained in the notice shall be mediated. If mediation is not successful, or if the Parties agree jointly to waive any mediation, or if one Party unilaterally waives mediation by refusing or unreasonably delaying or obstructing a mediation being set within 90 days after the cure period ends, any outstanding issues shall be resolved exclusively in the state and federal courts located in Jefferson County, Kentucky. Client hereby agrees that by engaging Oasis for any Services, Client is availing itself of the privilege and protection of Kentucky law and doing business in Kentucky, and hereby consents to the personal jurisdiction of the state and federal courts of Kentucky and waives any argument or objection to such personal jurisdiction. Client also hereby agrees that the state and federal courts located in Jefferson County, Kentucky are the exclusive venue in which any disputes will be heard, and hereby waives any argument that such courts are improper or inconvenient or improper forums or venues, or any other argument or objection that might be lodged in an effort to remove any formal dispute to a tribunal located outside of Jefferson County, Kentucky. In the event any formal dispute is brought following any mediation (or should mediation be jointly waived), the prevailing Party in such dispute shall be entitled to recover its reasonable attorneys’ fees, and all costs and expenses from the other Party (including all attorneys’ fees, costs, and expenses associated with any mediation).

6. Limitation of Liability.

Notwithstanding any other provision of these Terms, under no circumstances shall Oasis be liable to Client for any special, incidental, or consequential damages of any nature whatsoever, or any indirect damages, including, without limitation, any damages resulting from interruption of business or loss of profits, revenues, data or use, or any exemplary or punitive damages arising out of, or in connection with, any obligation of Oasis hereunder, even if Oasis has been advised of the possibility of such damages and regardless of the form of the action or the claims asserted. Under no circumstances shall Oasis’s liability to Client exceed amounts paid by the Client to Oasis pursuant to these Terms and any other agreements in the 12 months immediately preceding the dispute, claim, liability, or
cause of action asserted by Client.

7. Indemnity.

Client, to the extent authorized by the law, and Oasis each (each an “Indemnifying Party”) agree to indemnify the other (each an “Indemnified Party”) for any claims, investigations, liabilities, fees, costs, expenses, or other losses incurred by the Indemnified Party, as a result of the Indemnifying Party’s business, or the Indemnifying Party’s use of any documents, Services, and/or software, programs, or materials supplied under these Terms or any agreements between the Parties. The Indemnifying Party also agrees to defend the Indemnified Party from any such claims or disputes, subject to the Indemnified Party’s right to approve the Indemnifying Party’s selection of counsel to defend such suit, such consent not unreasonably withheld, and subject to the Indemnified Party’s right to engage separate counsel (at its sole expense) to monitor the indemnifying Party’s defense of the Indemnified Party, with whom the indemnifying Party agrees it will cooperate and update on all matters related to any such claims or disputes. To the extent the indemnifying Party refuses to defend the indemnified Party, selects counsel the indemnified Party reasonably objects to, or fails to cooperate and update the indemnified Party and/or its separate counsel, the Indemnified Party may, in its sole discretion, elect to defend any such indemnifiable claim or dispute itself and the Indemnifying Party shall then be liable to pay the Indemnified Party’s reasonable fees, costs, and expenses of such defense.

8. Miscellaneous.

8.1. Termination. Either Party may terminate these Terms or any other agreement between them (though not the covenants in Section 4) at any time and for any reason by giving the other Party 30 days prior written notice of termination; provided, however, that if the reason for termination is due to the other Party’s breach, the non-breaching Party will give the breaching Party 30 days (and longer, if the non-breaching Party elects) to cure such breach prior to terminating these Terms, except if the termination is due to non-payment by Client in which case termination may be immediate in Oasis’s sole discretion. In any termination, Client shall pay Oasis for all Services performed, products delivered and expenses incurred, prior to the effective date of termination. Termination of any Scope of Work, Request for Services, or Sub-agreement will not, by itself, result in the termination of any other Scope of Work, addendum, Request for Services, or Sub-agreement previously entered into (or extensions of the same), or result in the termination of these Terms (so long as any Services continue to be provided) and all such other agreements and these Terms shall remain in effect unless and until they are expressly terminated.

8.2. No Waiver. No modification during the Parties’ course of performance, or failure of a Party to enforce a provision of these Terms or any other agreement between the Parties shall constitute waiver of each Party’s obligation to strictly comply with all provisions of these Terms and any agreements between them, and shall not constitute valid proof that any Party has waived any covenant or term owed the other Party under these Terms or any other agreement.

8.3. Force Majeure. Except for Client’s obligation to pay Oasis under these Terms and any other agreement, neither Party shall be liable for any failure to perform its obligations to the other Party if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, earthquakes, riots, strikes, war, cyberattack, and restraints of government or closures or other orders of government.

8.4. Assignment. These Terms and any other agreement between the Parties may not be transferred, sub-licensed, or assigned by Oasis to any other person or entity without the express prior written consent of Client, which consent shall not be unreasonably withheld. Client may assign, without prior written consent, its rights and obligations under these Terms to a successor in interest due to Client’s acquisition, merger or reorganization so long as such successor in interest agrees to be bound by these Terms and the terms of any other agreements between the Parties that Client desires to assign. These Terms shall be binding upon and inure to the benefit of the Parties hereto, and their successors and permitted assigns, including successors by reason of amalgamation or other corporate changes.

8.5. No Third-Party Beneficiaries. Each Party intends that these Terms shall not benefit or create any right or cause of action in or on behalf of, any person or entity other than the Parties.

8.6. Modification. These Terms may not be amended or modified in any way other than by a writing signed by both Parties and dated on or after the Effective Date.

8.7. Construction. The Parties waive any rule of construction that requires any ambiguities in these Terms or any other agreement between them to be construed against the drafter.

8.8. Notices. Any notice to Oasis related to the Parties business relationship, these Terms, or any agreement between the Parties shall be sent by U.S. Mail or by another common carrier, signature required, and shall be deemed delivered upon the date signed for by Oasis. Any such notice to Client shall be sent in the same manner, and may be directed to any Authorized Requestor unless Client, in writing, directs a different person or address to which notices should be directed. If Client does not list any Authorized Requestor or otherwise designate a person for notice in writing as outlined herein, then Oasis may send any notice to Client using any method Oasis elects that it believes would reasonably reach some employee or person associated with Client, and Client waives any ability to argue or contend notice was deficient for not going to any particular person or any particular place.

Oasis Computer Solutions, Inc. Attn: William Schlageter 9401 Williamsburg Plaza Suite 101 Louisville, KY 40222

8.9. Non-Disparagement. The Parties each agree that during the course of their relationship and thereafter, neither shall make, issue, or cause to be made any statements (verbally, written, on social media, etc.) that would cause the other embarrassment, humiliation, defamation, brand damage, or otherwise disparage or cause the other to be held in disrepute. Violation of this provision shall entitle the victim to a liquidated damage payment of $10,000 per instance of disparagement or other violation, the Parties agreeing that the damage suffered from such conduct is exceptionally difficult to quantify.

8.10. Counterparts. These Terms and any other agreement between the Parties may be executed in any number of counterparts, each of which when executed and delivered constitutes a duplicate original, but all he counterparts together constitute a contract. The Parties consent to electronic execution and delivery of these Terms and any other agreement, which shall have the same legal force as if execution was done by handwritten signature.

8.11. Severability. If any provision of these Terms or any other agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect, and the court is authorized to replace the illegal, invalid, or unenforceable provision with a provision that is legal and valid, if possible, that most closely reflects the intent of the Parties.

8.12. Authority. By signing any agreement of any kind with Oasis, Client represents that the person signing has valid authority to bind that Party to these Terms and the agreement signed by that person.

Addendum A – Definitions

The definitions in this Addendum apply to all agreements, Scopes of Work, and any other contracts or communications between You and Oasis, unless such documents define terms herein differently for purposes of that limited use.

Authorized Requestors – Persons authorized by the Client’s signer of these Terms who will be authorized to engage Oasis for services on the Client’s behalf.

Business Management System – A group of computer programs designed to facilitate business and management processes. In terms of this Master Service Agreement, Business Management Systems may include, but are not limited to Sage 100, Sage Intacct, NetSuite and Adaptive Insights.

Client – This shall have the meaning set forth in the preamble of these Terms.

Client Care Services – A full service offering where Oasis provides services to the Client on their Business Management System. These services are inclusive of Help Desk Services and Professional Services on the System as Deployed.

Confidential Information – This shall have the meaning set forth in Section 4 of these Terms.

Configurations – The specific setup of the Business Management Systems in the System as Deployed as performed by Oasis.

Customizations – Using the Business Management System’s built-in tools, and its documented and supported capabilities to make changes to how the application works out of the box. Examples include modifying forms, reports, lookups and zooms, screen presentation alterations, data dictionary, data replication extensions, table and field expansions and modifications.

Development Services – Services by which computer-based code is designed, written, tested and deployed by Oasis staff to meet certain explicitly written Client-stated requirements.

Disclosing Party – This shall have the meaning set forth in Section 4 of these Terms.

Estimate – A non-contractual non-binding written or verbal time and/or materials or fixed fee statement of expected expense.

Go-Live – The moment after which Client begins using any portion of a System as Deployed for the purpose of running its business or serving Client’s customers. From the point of Go-Live, the Client’s System as Deployed is deemed to be in support mode for the portions of the system in use.

Help Desk – Oasis Team which provides Help Desk Services.

Help Desk Services – Oasis’s phone and internet-based support and guidance to Client’s team on the regular day to day use of the System as Deployed for its intended use. Help Desk is available during “normal business hours”, between 8:00AM and 5:00PM Eastern Time. Help Desk services which fall outside “normal business hours” must be arranged in advance, and are subject to the After Hours or Holiday rate structure.

Help Desk Service engagements: – Are queued in a first-come, first serve basis with no guarantees regarding specific named technicians, scheduled service times or problem resolution. – Allow the opportunity for a representative of the Client’s organization to be participating directly in the help session in order to learn how to recognize and resolve the problem in the future. – Are designed for triage and rapid resolution and are normally limited to one hour in duration. If escalation is required or if time spent exceeds one-hour, subsequent support is potentially subject to normal Professional Services rates and support, which may differ from that of Help Desk Services. – Are limited to requests for service initiated directly with our Help Desk through phone call (502-429-6902) or email (techsupport@oasisky.com). This allows for adequate Oasis visibility and tracking. Engagements initiated directly with our consultants, will by default, be defined as professional services and engaged and invoiced accordingly. – Exclude services involving new or changes to existing data extraction, cleansing and presentation, reporting or import/export. – Exclude services related to engagements under another specific scope or request for service, (e.g., upgrade, implementation, custom programming, etc.), unless otherwise overridden with a sub-agreement. In some cases, as scoped projects transition from project inclusive work to post project support, there will be project related requests for support that will be reclassed as helpdesk and rerouted as such at Oasis sole discretion.

Master Service Agreement or MSA – This shall have the meaning set forth in the preamble of these Terms.

Oasis – This shall have the meaning set forth in the preamble of these Terms.

Oasis Administrator Services – Offers the Client an option to include scheduled time with an Oasis consultant emphasizing general system administration tasks.

Oasis Analysis – Also known as a Gap Analysis or a Needs Analysis is a technique used by Oasis to determine what steps need to be taken in order to move from Client’s current state to its desired, future state. An Oasis Analysis consists of listing of characteristic factors of the present situation, listing factors needed to achieve future objectives, and then highlighting the gaps that exist and need to be filled. Party or Parties – This shall have the meaning set forth in the preamble of these Terms.

Professional Services – Work done on the Client’s behalf by Oasis staff which falls outside the definition of Help Desk Services, is scheduled directly with a specific consultant in a specific timeframe and would typically but not always require a signed scope of work or the Client to fill out a Request for Services form.

Project Coordination or Project Administration – Services whereby administrative personnel coordinates activities, resources, equipment and information under the direction of a project manager and brings to the attention of the project manager any information he/she is aware of that can affect the outcome of a project. Project Coordination or Project Administration does not include the responsibility to plan and control activities and decisions of a project to achieve specific goals and meet specific success criteria.

Project Management – The application of knowledge, skills, tools, and techniques to project activities to meet the goals, objectives and/or requirements of a project. Project Management includes a responsibility for planning and controlling the time, money and scope of a project, and to make decisions consistent with specific goals and specific success criteria.

Receiving Party – This shall have the meaning set forth in Section 4 of these Terms.

Request for Services – A Request for Services is a purchase order for services or engagement of Oasis on an ad hoc basis through Client outreach to Oasis’s helpdesk or Oasis Associate. If done via a form, the form is written by the Client or the Client’s Authorized Requestor as provided in Schedule B of these Terms. Request for Services define the Client’s expectations and restrictions in the delivery of Professional Services by Oasis. Schedule of Authorized Requestors – A document provided by Client to Oasis listing the specific persons or agents of Client who are authorized to request that Oasis perform Services for Client.

Scope of Work – The document resulting from the act of “Scoping.”

Scoping – A technique used by Oasis to determine and define what work will need to be done to achieve a certain deliverable. Scoping includes meetings with key personnel to determine the requirements of the deliverable, documentation of constraints, requirements, assumptions and dependencies, estimated costs, and methodology for accomplishing the deliverable.

Services – All work, products, and efforts of any kind provided by Oasis pursuant to Your engagement of Oasis. This might include, but is not limited to, a wide range of Services pertaining to the design, procurement, delivery, development, implementation, integration, conversion, and support of Business Management Systems and their underlying platforms and infrastructures, Configurations, Customizations, Help Desk Services, Professional Services, Client Care Services, Oasis Administrator Services, Oasis Analysis, Development Services, Project Management, Project Coordination or Project Administration, or services provided under Request for Services.

Sub-agreement – A binding contractual agreement between Client and Oasis, including but not limited to Statements of Work, entered into pursuant to these Terms for the purpose of establishing a scope of services to be delivered and related fees. System as Deployed – The collective Business Management Systems, Configurations and Customizations provided by Oasis to Client as part of an implementation project. Only those software, Configurations and Customizations that were in place as of the initial project are part of the System as Deployed. Components that are added after the initial project are not part of the System as Deployed but may be added by addendum to the relevant Sub-Agreement. Third Party Products – Products or software that are purchased as part of the client’s Business Management System that are not manufactured or distributed by Sage Software and/or Oracle. Use-Case Scenario – A documented story that describes the interactions between the user and the application in support of a specific goal. It should describe the goal of the interaction, along with what should happen at each step of the interaction.