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a ane r = HIGHERGROUNR STANDARD MAINTENANCE AGREEMENT (US) Agreement Preparation Date: October 4, 2017 This Post -Warranty Maintenance Agreement (the "Agreement") by and between HigherGround, Inc. (HigherGround), a California corporation having its principal place of business at 21201 Victory Blvd., Suite 105, Canoga Park, CA 91303, and Indian River County, having its principal place of business at 4225 43rd Avenue, Vero Beach, FL is Effective on the date set forth in the Agreement Signatures. This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the parties. In the event of conflict between the terms of this Agreement and the terms of an Exhibit, the terms of the Exhibit shall govern. This Agreement may only be modified by a written document executed by the parties hereto. Warranty Period HigherGround warrants its Products to be free of defects in both material and workmanship, under normal use and service, when installed and maintained in accordance with HigherGround written instructions. The warranty period is one (i) year and begins on the installation date or 3o days after the system is shipped by HigherGround, whichever is earlier. For Software orders, the shipment date is the date HigherGround delivers the software to the Customer. Please see the Limited Warranty for full terms and conditions. Post -Warranty Maintenance and Support Summary HigherGround shall be responsible for using all commercially reasonable diligence to correct any verifiable and reproducible fault of the recording system when reported to HigherGround in accordance with its standard reporting procedures. All work will be performed remotely using high-speed access via a mutually agreed upon, secure method. HigherGround will perform all routine maintenance, support, and updates during Business Hours. Remote software updates will be performed as Mandatory Updates, Software Updates, Service Packs or Software Patches become available. Service required for failures that are not a result of normal wear and tear, or otherwise not covered by this agreement shall be furnished on a time and materials basis. HigherGround shall maintain a trained staff capable of rendering the services set forth in this Agreement. Definitions Critical Maintenance: Critical maintenance includes any action necessary to restore primary operation of the HigherGround system. Routine Maintenance: Routine maintenance includes preventative maintenance as well as any repairs not required immediately to restore primary operation of the system. Critical Alarms: Critical alarms are indications of a failure or impending failure of a major component, feature or function of the system. Minor Alarms: Minor alarms are indications of abnormalities or malfunctions that do not impact primary operation of the system. V:2oi7o816 Standard Maintenance Agreement CONFIDENTIAL Page z of n 818.456.1600 • mvw.higherground.cgm • 212o1 Victory Slvd, Ste 105, Canoga Park CA 91303 56 HigherGround and the HigherGround logo are registered marks of HigherGround, Inc.