cPaperless agrees to (i) make available, for use by Customer, the software set forth in each Order Form (the “Software”), and (ii) provide hosting, support and maintenance services, as applicable, in relation to the Software (the “Support Services”), in accordance with the General Terms and Conditions attached hereto as Exhibit A (the “General Terms and Conditions”), Support and Maintenance Terms and Conditions attached hereto as Exhibit B (the “Support and Maintenance Terms and Conditions”).

This Agreement with the General Terms and Conditions, and the Support and Maintenance Terms and Conditions constitutes the entire, final and exclusive agreement between the parties regarding the subject matter hereof, and supersede all prior or contemporaneous agreements, understandings, discussions, negotiations and communications, whether written or oral, express or implied. No amendment to or modification of this Agreement shall be binding unless in writing and signed by a duly authorized representative of both parties.


These General Terms and Conditions are attached to the Master Software License and Services Agreement (the “Agreement”) by and between cPaperless and the Customer and govern the Customer’s use of the Software. All capitalized terms used but not defined in these General Terms and Conditions have the meaning set forth in the Agreement.








8. DATA.

cPaperless will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from Customer’s use of the Software ("Data"). To the extent that any Data is collected by cPaperless, the Data will be solely owned by cPaperless and may be used by cPaperless for any lawful business purpose without a duty of accounting to Customer; provided, that the Data is used only in an aggregated form, without specifically identifying Customer as the source of the Data.






cPaperless, at its sole cost and expense, will maintain the following insurance coverage (and provide evidence of such to Customer upon request) to protect Customer from losses or claims which may arise out of the performance of services throughout the term of this Agreement, including renewal periods and transition periods.


Neither party may assign, resell or otherwise transfer any goods or services received under this Agreement to a third party without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign all of its rights and duties under this Agreement to a third party that: (a) directly or indirectly controls such party; (b) is controlled by or under common control with such party; or (c) purchases all or substantially all of such party’s assets including by way of merger or operation of law; provided that: (i) such party uses reasonable efforts to give prior written notice to the other party of the assignment, and (ii) the assignee agrees to be bound by all the terms of this Agreement; and (iii) in the case of assignment by Customer, unless otherwise agreed to in writing, the number of Users authorized by assignee to use the Software does not exceed the number of Users using the Software prior to such assignment without the payment of additional fees. Unless specifically authorized in writing by cPaperless, assignment of this Agreement will not release Customer from any prior outstanding obligation under this Agreement. This Agreement will inure to the benefit of each party’s successors and permitted assigns. Any assignment in violation of this Section 14 is null and void.


No agency, partnership, or joint venture is created by this Agreement. The parties are and remain at all times independent contractors and not agents or employees of the other party. Neither party has the authority to act for, bind, or incur any debts or liabilities on behalf of, the other party in any respect whatsoever.


Each party will act in good faith and refrain from activities that attempt to induce the other party’s employee(s) to leave their employer, or to interfere with the other party’s relationship with its employees. The parties agree that during the term of the Agreement, and for a period of twelve (12) months thereafter, neither party will, in any way, directly or indirectly (a) induce or attempt to persuade any employee of the other to quit employment, (b) otherwise interfere with or disrupt the other party’s relationship with its employees, or (c) knowingly solicit, entice or hire away any employees of the other party. Nothing in this Section 16 prohibits either party from hiring in response to a general solicitation for employment or if approached by the prospective employee without solicitation by the party hiring.


Either party will be excused from performance under this Agreement for any period and to the extent that it is prevented from performing pursuant hereto, in whole or in part, as a result of delays caused by Customer or third parties or an act of God, war, civil disturbance, court order, labor dispute or other cause beyond cPaperless’ reasonable control, including without limitation failures or fluctuations in electrical equipment. In addition, the Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Neither party is responsible for any delays, failures, or other damage resulting from such problems.


If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired. Under no circumstances will the preprinted terms of any purchase order or any other terms apply to this Agreement. Capitalized terms have the meanings given in this Agreement. No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless made in writing and signed by authorized representatives of both parties and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either of the parties in exercising any right will operate as a waiver, nor will any single or partial exercise by either of the parties of any right preclude any other or further exercise thereof or the exercise of any other right. All notices, consents and approvals under this Agreement must be delivered in writing by overnight delivery with a tracking system, personal delivery, or certified mail, postage pre-paid, to the other party at its address set forth in above or at such other address as may be later designated by such party. Notices will be deemed to have been received upon the date of receipt or, in the case of certified mailing, two (2) days after deposit in the mail. This Agreement will be governed by the laws of the State of California without regard to conflicts of law principles. All disputes arising under this Agreement must be brought in the state and federal courts located in Orange County, California. Each party irrevocably hereby consents to the jurisdiction and venue of any such court in any such action or proceeding. Each party consents to service of process by mail at the address for such party using the notice provisions hereof or any other method allowable under the laws of the State of California. The prevailing party in any action shall be entitled to recover all of its attorneys’ fees and costs related to or arising out of such action.


This Support and Maintenance Terms and Conditions are attached to the Master Software License and Services Agreement (the “Agreement”) by and between cPaperless and the Customer and address cPaperless’ performance of the Support Services and the service levels with respect to the Server Software under the Agreement. All capitalized terms used but not defined in these Support and Maintenance Terms and Conditions have the meaning set forth in the Agreement or the General Terms and Conditions.


1.1. “Excused Downtime” means anytime the Server Software is not available for access that (i) occurs during a Scheduled Maintenance Period or (ii) is caused by: (A) Customer’s or a Users’ telecommunications and Internet services, (B) services, software or hardware not provided and controlled by cPaperless (including third-party services, software or sites that are accessed or linked through the Software), or (C) force majeure events.

1.2. “Scheduled Maintenance Period” means any time period during which cPaperless performs scheduled or emergency maintenance on the Software.


cPaperless will use commercially reasonable efforts to cause the uptime for the Server Software to be no less than 99%, excluding Excused Downtime. cPaperless shall provide an advanced notice of at least two (2) business days to Customer for any scheduled maintenance.


3.1. The Support Services provided under this Agreement will include online support available during cPaperless’ normal business hours (5 am PST to 5 pm PST) Monday – Friday or as extended (5 am PST to 6 pm PST, Monday – Friday, and 7 am PST to 4 pm PST on Saturday) during Customer’s annual busy seasons, which are January 27th – April 15th and September 5th – October 15th. Any Support Services provided by cPaperless to Customer after normal business hours, the extended hours referenced above or during weekends and cPaperless’ holidays or other periods of closure will be, at cPaperless’ option, charged at cPaperless’ then-current rates and costs.

3.2. The Support Services will be provided only for those issues submitted to cPaperless from (1) via email to, (2) submitted as a support ticket from the cPaperless website, (3) submitted via a phone call or voice mail to (855) 818-3552, or (4) Submitted directly through the Program i.e Report a Problem. Customer must provide cPaperless with accurate and complete information regarding each issue logged by Customer. cPaperless will not be responsible for any delays or failures caused by Customer's failure to abide by the requirements of this Section 3.2. cPaperless may reclassify any case misclassified as falling into one of the severity categories listed below.

3.3. The Support Services are offered to Customer on a commercially reasonable-efforts basis only. Customer acknowledges that cPaperless may not be able to resolve every request for support through the Support Services. Customer’s exclusive remedy and cPaperless’ sole obligation for any failure to resolve a request shall be to use commercially reasonable efforts to resolve such request. In the event that the request for support is not covered by the Support Services, Customer may have to purchase additional services from cPaperless. Any additional services are made available upon agreement by cPaperless at cPaperless’ then-current rates. The Support Services are provided for on-going use of the Software; they are not intended to be a substitute for the professional services or training necessary for the implementation of the Software. All other services, including without limitation, on-site assistance, custom programming, database and network administration, new features and custom designed reports and forms, may be furnished by cPaperless at cPaperless’ then-current rate.

3.4. The Support Services do not include any of the following: (i) resolving network, workstation or environmental errors not directly related to the Software; or (ii) supporting the Software being used in a manner for which it was not designed.

3.5. As part of Support Services, cPaperless will investigate all reproducible, material failures of the Software to conform to the specifications as described in the applicable Documentation. cPaperless will partner with Customer to classify the severity of the error, provide efforts to correct the error or provide a workaround to the error as defined in the table below.

Error Classifications
Severity Level Description Response Time Resolution Status/Effort
Urgent Inability to use the Software in any way. Within twenty-four (24) hours cPaperless will provide status updates to the designated customer contact on all open Urgent issues, as needed. cPaperless will work to resolve all Urgent issues on a 24-hour basis until such Urgent issue is resolved.
High The Software are severely restricted in use causing major business impact. Within forty-eight (48) hours cPaperless will provide status updates to the designated customer contact on all open High priority issues, as needed. cPaperless will work to resolve all High priority issues until such High priority issue is resolved.
Normal A non-critical component of the Software is malfunctioning causing moderate business impact. Within five (5) business days cPaperless will provide status updates to the designated customer contact on all open Normal priority issues, as needed.
Low Any other issue that is not an enhancement. Within fifteen (15) business days cPaperless will provide status updates to the designated customer contact on all open Low priority issues, as needed.


4.1 If the Server Software availability for a given quarter is less than 99%, Customer, as its sole and exclusive remedy, will be entitled to a refund of a portion of the fees payable to cPaperless with respect to that quarter calculated on a pro rata basis, in accordance with the following schedule:

Quarterly Average Availability Refund
99% or above 0%
98.99 to 99% 1%
97.99 to 98% 2%
96.99% or below 3%

4.2 Customer will measure the Server Software unavailability on a monthly basis. In order to receive any of the service credits described above, Customer must notify cPaperless within ten (10) days from the end of the month. Failure to comply with this requirement will forfeit Customer’s right to receive a service credit.

4.3 cPaperless will pay the Customer service credits set forth above, on a quarterly basis and within forty-five days of the end of a quarter, for verified unavailability reported by Customer. Notwithstanding anything to the contrary in this Agreement, no service credits will be issued, if Customer is not current in its payment obligations under the Agreement either when the outage occurs or when the credit would otherwise be issued. cPaperless shall not be required to pay credits to the extent that failure to meet service levels is due to Excused Downtime.