CYDEX Corporation provides substantial discounts for service charges that are paid in advance.

Our Pre-paid Service Agreements:

• Can save you up to 33% off of the cost of hourly rates
• Can significantly reduce the overall cost of development projects
• Simplify the process of providing services as needed, whenever they are needed — without additional paperwork
• Provide an on-going service provider relationship for you; and, are an ideal way to significantly reduce long-term and on-going support costs when you frequently use our services
• Minimize our administrative overhead and yours too

There’s nothing to sign — we simply ask that you thoroughly review our Pre-paid Services Agreement description and the related ‘Terms and Conditions’ — and, that you abide by these terms and conditions in order to remain eligible for the discounted service charges that we offer.

Pre-paid Services Agreement — Description

Our Pre-paid Services Agreement allows you to pay for a specific number of service hours in advance — just like a retainer — for which you’ll receive a substantial discount on the cost of those service hours. Your prepayment amount will correspond to a definitive rate for a specific category of services and an explicit number of service hours. Typically, pre-paid service hours are purchased in forty (40) hour increments.

We track your consumption of pre-paid services and periodically report this information to you. If your pre-paid service hours balance reaches zero (or if your usage exceeds your pre-paid service hours balance) you will be charged (during our next invoicing cycle) for any excess service time consumed at the prevailing hourly rate of the service category used. That is, you must pre-pay for additional service hours before your pre-paid service hours balance reaches zero in order to be eligible for the discounted service charge rate.

Please note that a Pre-paid Service Agreement is not a Service Level Agreement (SLA); however, you may be able to apply pre-paid service hours towards charges incurred under an SLA; and, certain SLAs may require a Pre-paid Service Agreement. (See the specific SLA documentation and its corresponding Terms and Conditions for further information.)

Pre-paid Services Agreement — Terms and Conditions

1. Definitions — The Pre-paid Service Agreement (hereinafter referred to as “this agreement”) is offered by CYDEX (hereinafter also referred to as “we” or “our”) to its clients (hereinafter also referred to as “you” or “your”).

2. Scope of Agreement — These Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereto, and supersede all other proposals, oral or written, and all other communications. No other agreement or understanding exists between us unless it is expressly set forth in writing in another Applicable Agreement [see below]. (a) These Terms and Conditions shall prevail notwithstanding any additional or different terms and conditions of any order submitted by you with respect to the services we provide; (b) No modification of this agreement shall be effective until reduced to writing and mutually agreed to; (c) Only those services that we normally provide are part of this agreement. Notwithstanding any custom of the trade, this agreement does not implicitly include services that we do not generally provide; or, any out of scope services (including any additional consulting, engineering, or other services for developing the fitness for use or merchantability of any product or service that we developed or sold whether in the course of performing this agreement or otherwise); (d) Other agreements that we provide may incorporate specific rights in information that we may or may not covey. You are advised that such agreements are apart from this agreement but are binding upon you according to the provisions of those agreements and applicable law.

3. Acceptance, Period of Performance, Termination — This agreement is made without consideration by CYDEX. Your acceptance of this agreement (including its Terms and Conditions) as well as the period of performance, begins upon receipt of your pre-payment. This agreement has no completion date and its termination is dependent upon the consumption of services by you and your timely renewal and pre-payment for additional pre-paid service hours — or (by your choice), your discontinuation of pre-payment for future services. If you fail (for any reason) to pre-pay for services in accordance with the provisions incorporated herein, we reserve the right to terminate this agreement at will. If you fail (for any reason) to pay for any excess services consumed, we may (at our sole discretion) cease (without prior notice) to provide additional services to you until payment is secured.

4. Cancellation — We may discontinue offering future Pre-paid Service Agreements at any time (without prior notice) or selectively discontinue a Pre-paid Service Agreement at our sole discretion. If we discontinue offering future Pre-paid Service Agreements, we will honor any existing Pre-paid Service Agreements that we have accepted. If we cancel your Pre-paid Service Agreement for any cause, we will issue you a pro rata refund of the unused portion of your service hour balance at the discounted rate that you pre-paid. If you cancel your Pre-paid Service Agreement (at any time or for any reason), we will re-calculate the charges for services that you received at the discounted hourly rate and charge you for the number of service hours used (since your last payment for initial or additional / renewed pre-paid service hours) at the standard hourly rate corresponding to the service category that you used. We will then issue you a refund (if there is a balance remaining) as soon as practicable, for any unused portion of your Pre-paid Services Agreement payment.

Please note that the intent of this provision is to prevent potential abuse of our discounted rate offer by clients failing to use all of the pre-paid service hours that they’ve committed to while they receive substantially lower hourly rates for a smaller number of service hours actually used, and who might then cancel their Pre-paid Service Agreement expecting to receive a full pro-rata refund for all un-used service hours.

5. Renewal, Payment, Hours — Unless terminated or cancelled, renewal and acceptance automatically occur when pre-payment for a specified increment of service hours at the current hourly rate for the designated service category is received.† Your payment for Pre-paid Services must be received on or before the date that services begin or continue under renewal; and, will be reflected in an incremental increase to your pre-paid service hours balance. Payments will be processed in accordance with our standard payment processing guidelines and policies. Usage of pre-paid service hours is on an hourly basis, charged to the nearest tenth of an hour, and is deducted from your running pre-paid service hours balance. Usage during nighttime, weekend, and holiday periods will incur rate adjustments accordingly:

	Nighttime and Weekends *	Holidays **
Adjusted Usage Rate	1½  X  hours used	2  X  hours used

6. Rate Revision — We may revise our rates from time to time without prior notice; however, the effective pre-paid service category hourly rate will remain un-changed during the period of performance of this agreement. If we change our rates and you choose to renew this agreement, you will be advised of our new service category rates prior to your acceptance of a renewed Pre-paid Services Agreement. [This clause effectively imposes a completion date (being the date that pre-paid service hours are renewed at a revised rate) and supersedes the “no completion date” terms of clause 3 of this agreement.]

7. Substitution and Modification — We will not make substitutions or modifications in the nature or performance of the service category provided, unless we substitute a higher rate service category (of similar nature) at no additional cost to you. The Pre-paid Services Agreement offer is itself, subject to change (at our discretion and without prior notice); and if modified, the modified Pre-paid Services Agreement will not replace this existing agreement until this agreement has completed, terminated, or cancelled. If we modify the Pre-paid Services Agreement, we will notify you upon your renewal; and, the modified Pre-paid Services Agreement will replace any renewed agreement between us and operate as if, in fact, the former agreement had a completion date. [This clause effectively imposes a completion date (being the date that a modified Pre-paid Services Agreement subsequently becomes effective upon renewal of an existing agreement) and supersedes the “no completion date” terms of clause 3 of this agreement.]

8. Excused Performance and Applicable Law — This agreement is void (and will be cancelled) if you fail to allow us to perform services for you in accordance with our normal practice of trade. If any provision of this agreement is held invalid by the final judgment of a court of competent jurisdiction, the remaining provisions of this agreement shall remain in full force and effect.

9. Applicable Agreements — This agreement may be subject to additional terms and conditions imposed by other agreements (that have been reduced to writing and executed) between us. Those agreements, and the terms and conditions imposed thereto, will supersede this agreement only to the extent that specific terms and conditions in those agreements expressly identify.

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