Common use of Customer’s Additional obligations; Performance Testing Clause in Contracts

Customer’s Additional obligations; Performance Testing. 5.1 Operations. After the Go-Live Date of each Ascendon SaaS Services deployment pursuant to an Ascendon Service Order, Customer is principally responsible to manage the ********** administrative operations of such deployment in connection with its marketing, merchandising and sale of Customer Services, including, by way of example only, configuring storefront changes, refreshing or adding new Customer Content, configuring Customer Service bundles and pricing plans, and backing up its data (i.e., CSG performs and maintains its own internal backups as provided in the Ascendon Documentation; Customer must extract its data from Invision Reporting if it wishes to maintain its own independent back-up). Customer may discharge such responsibility itself, through a third party designee permitted by the terms of the Agreement or by requesting CSG to provide such support. CSG may provide support to Customer on an Ascendon SaaS Services deployment pursuant to a Statement of Work entered into by the Parties that specifies the specific Technical Services or support to be provided. Any Technical Services or support requested by Customer shall be incorporated into a Statement of Work or E-SOW, as applicable. 5.2 Restrictions on [**** ******] Testing. Customer acknowledges that neither the Production Environment nor the Sandbox Environment are intended or engineered to perform [**** ****** “******” ** ***********] testing against the Ascendon System and absent CSG’s prior written approval Customer shall not, nor authorize or permit any third party to perform Performance Testing. “Performance Testing” in the Sandbox Environment or the Production Environment shall mean [******* **** *********** **** ********** transactions *** ******** **** ********* **** ***** * ******* *** *********** ******** ****** *** ********** ************]; provided, however, that in no event will any Acceptance test permitted by CSG under Section 3.4(c) be deemed “Performance Testing.” In addition, Customer may request that CSG make available a dedicated environment for Performance Testing for a period to be mutually agreed in writing by the Parties (a “Performance Testing Environment”), which environment (a) shall replicate the architectural tiers and performance characteristics (excluding capacity) of the Production Environment or Sandbox Environment (as applicable), (b) will be subject to Hosting and Ascendon Support Services as set forth in Attachments 4 and 4-A, respectively, but is not subject to any [****** ************] (as such term is defined in Attachment 4, Section 1) commitment; (c) shall be subject to the fees set forth in the applicable Order Document, and (d) shall be made available to Customer by the dates, and in accordance with the terms and conditions of a Statement of Work or other written agreement executed by the Parties. Customer acknowledges that, without the Parties mutually agreeing to the creation of, and terms governing, a Performance Testing Environment, any conduct of Performance Testing within the Production Environment or Sandbox Environment is a [****** of this Exhibit and the Agreement and can ********* ****** the Ascendon System, which may also ******] third parties. If Customer conducts Performance Testing in violation of this section, or otherwise exceeds the scope of Performance Testing authorized by CSG in writing, Customer agrees that CSG shall have the right, with notice to Customer (either [***** ** ** ******** ********* **********), to *********** suspend Customer’s access to the environment in which such Performance Testing was conducted ***** **** ********* ** *****]. Customer will defend CSG at Customer’s expense and pay all damages (including punitive damages) awarded against and reasonable costs incurred by CSG in any action arising out of any claim of a third party caused by ▇▇▇▇▇▇▇▇’s Performance Testing in violation of this section. Nothing in this Section 5.2 shall be deemed to limit CSG’s right to assert a claim against Customer for any damages CSG or its Affiliates incur with respect to Customer’s Performance Testing in violation of this Section 5.2.

Customer’s Additional obligations; Performance Testing. 5.1 Day-to-Day Operations. After the Go-Live Date of each Ascendon SaaS Services deployment pursuant to an Ascendon Service Order, Customer is principally responsible to manage the ********** day-to-day administrative operations of such deployment in connection with its marketing, merchandising and sale of Customer Services, including, by way of example only, configuring storefront changes, refreshing or adding new Customer Content, configuring Customer Service bundles and pricing plans, and backing up its data (i.e., CSG performs and maintains its own internal backups as provided in the Ascendon Documentation; Customer must extract its data from Invision Reporting if it wishes to maintain its own independent back-up). Customer may discharge such responsibility itself, through a third party designee permitted by the terms of the Agreement or by requesting CSG to provide such support. CSG may provide support to Customer on an Ascendon SaaS Services deployment pursuant to a Statement of Work entered into by the Parties that specifies the specific Technical Services or support to be providedprovided or, Customer may request, in writing and subject to a form of agreement executed by the Parties consistent with Section 12.11 of the Agreement, and CSG shall provide such Technical Services or support on an ad hoc, “as-needed basis”. Any Technical Services or support requested by Customer shall be incorporated into a in writing that are not covered by an effective Statement of Work or E-SOWdo not otherwise qualify as Ascendon Support Services (i.e., as applicable. 5.2 Restrictions on [**** ******] Testingwhich are, consistent with Section 12.11 of the Agreement, covered by a Letter of Authorization or Technical Service Request), shall be deemed a request by Customer for CSG to provide “Ascendon Additional Services”. Customer acknowledges that neither the Production Environment nor the Sandbox Environment are intended or engineered to perform [**** ****** “******” ** ***********] testing against the Ascendon System and absent CSG’s prior written approval Customer shall not, nor authorize or permit any third party to perform Performance Testing. “Performance Testing” in the Sandbox Environment or the Production Environment shall mean [******* **** *********** **** ********** transactions *** for the provision of ******** **** ********* **** ***** * ******** (** “******** *********** ******** ****** *** *”) is ********* ************]; provided, however, that in no event will any Acceptance test permitted by CSG under Section 3.4(c) be deemed “Performance Testing.” In addition, Customer may request that CSG make available a dedicated environment for Performance Testing for a period to be mutually agreed in writing by the Parties (a “Performance Testing Environment”), which environment (a) shall replicate the architectural tiers and performance characteristics (excluding capacity) of the Production Environment or Sandbox Environment (as applicable), (b) will be subject to Hosting and Ascendon Support Services as set forth in Attachments 4 and 4-A, respectively, but is not subject to any [****** ************] (as such term is defined in Attachment 4, Section 1) commitment; (c) shall be subject to the fees set forth in the applicable Order Document, and (d) shall be made available to Customer by the dates, and in accordance with the terms and conditions of a Statement of Work or other written agreement executed by the Parties. Customer acknowledges that, without the Parties mutually agreeing to the creation of, and terms governing, a Performance Testing Environment, any conduct of Performance Testing within the Production Environment or Sandbox Environment is a [****** of this Exhibit and the Agreement and can ********* ****** the Ascendon System, which may also ******] third parties. If Customer conducts Performance Testing in violation of this section, or otherwise exceeds the scope of Performance Testing authorized by CSG in writing, Customer agrees that CSG shall have the right, with notice to Customer (either [***** ** ** ******** ******* *****, CSG shall provide Ascendon Additional Services ** ** ****** ***** (billed in ******* (**) ****** **********), to ) ** *** ********** suspend Customer’s access to the environment in which such Performance Testing was conducted ****** **** *** Technical Services set forth in *** ********, ******* *** ** *****]*** * of the Agreement, and shall invoice Customer on a calendar month basis. Customer will defend CSG at Customer’s expense and pay all damages (including punitive damages) awarded against and reasonable costs incurred by CSG in any action arising out of any claim of a third party caused by ▇▇▇▇▇▇▇▇’s Performance Testing in violation of this section. Nothing in this Section 5.2 Reimbursable Expenses shall be deemed to limit CSG’s right to assert a claim against Customer for any damages CSG or its Affiliates incur with respect to Customer’s Performance Testing reimbursed as provided in violation Section 5.1 of this Section 5.2the Agreement.