Support Addendum for SaaS
The following support terms (this “Support Addendum”) is entered into by and between the parties listed, and as of the Effective Date stated on the quote, order, referencing agreement or other any agreement that references this Support Addendum (the “Referencing Agreement”). For clarity, “Customer” is the specific entity listed on the Referencing Agreement and does not include parents, subsidiaries, or any other affiliated entities (unless specifically listed in the Referencing Agreement). Capitalized terms used but not defined in this document have the meanings assigned to them in the Referencing Agreement.
- “Issue” means a failure of the “Application” (as described in the Referencing Agreement) to substantially conform to the functional specifications set forth in the Documentation.
- “Major Release” means, unless otherwise specified by Service Provider, a release in which the version number to the left of the first decimal point increases (e.g. 2.1 to 3.1).
- “Minor Release” means, unless otherwise specified by Service Provider, a release of the Software in which the versionnumber to the right of the first decimal point increases (e.g. 2.1 to 2.2).
- “Product Fixes” means fixes to the Software required due to an error or bug in the Software’s code.
- “Reinstatement of Support Services” means the reinstatement of lapsed or terminated Support Services that is subject to payment of Service Provider’s reinstatement policies, procedures, and fees in effect on the date of reinstatement.
- “Response Time” means the time period in which the assigned support resource (or support system) shall provide Customer with an initial technical response as a result of an Issue reported by Customer.
- “Software” means the SaaS software product ordered by the Customer and set forth on the Referencing Document.
- “Support” means the support services to be provided by the Service Provider to the Customer in accordance with this Addendum.
- “Support Fees” means the Support fees and the designated Support Term that are specified in the Referencing Agreement.
- “Support Level” means the level of Support that has been selected by the Customer on the Referencing Agreement.
- “Support Services” means the support services provided to Customer to the extent agreed upon in the Referencing Agreement and subject to the payment of the applicable fees.
- “Term” means the duration set forth in the Referencing Agreement.
- “Updates” means service packs, patches, hot fixes, or workarounds for a particular version of the Software. “Updates” include Minor Releases but excludes any Major Releases or other releases of the Software or any other products that Service Provider, in its sole discretion, licenses separately for an additional fee. Major Releases will be provided according to the Support Level the Customer purchases from Service Provider. All Updates and Major Releases are licensed to Customer and subject to the terms and conditions of the Master Agreement. If there is no such agreement, then the terms accompanying the Software will govern.
2. MAINTENANCE AND SUPPORT SERVICES
In consideration of the Customer’s payment of the applicable fees related to the Support Level, Service Provider agrees to provide the Support Level of Maintenance and Support selected by the Customer on the Referencing Agreement, for the duration of the Term, and solely for the Software. Service Provider may provide Customer with updates or revisions to the Software from time to time but is not obligated to do so under this Agreement, except to the extent such updates are part of Customer’s Support Services subscription. Support includes assistance with the proper use of Service Provider’s various Software products, as well as access to the following features and services:
- User manuals, release notes, installation and upgrade guides, and specifications.
- Service Provider will provide regular releases of Updates. Updates contain only standard code. Should Customer’s product contain non-standard code, whether created by Customer or delivered by Service Provider, Customer is responsible for integrating any such non-standard code into the new release. The cost of solving any problem attributable to non-standard code or attributable to interface software supplied by other vendors will be charged to Customer on a time and materials basis at Service Provider’s standard rates.
- Reasonable consultation and assistance on proper use of the Software which can be accomplished by telephone or electronic correspondence.
- Error analysis when the Software is not performing in conformance with the Documentation.
- Product Fixes. Service Provider Support team will liaise with the software engineering team if Customer is experiencing an error or bug that is in the product code:
- Product Fixes, when needed, will be provided in a subsequently scheduled Update so that the entire customer base can enjoy the improvements to the Software.
- To receive the Product Fixes, the Customer will be required to install the most recent Update that includes the Product Fix.
- Product Fixes will only be provided for the most-recent Update of the Software.
3. RESPONSE TIME GOALS
|Severity||Impact||Response Time Goal|
|1||Production system is down, impacting all applications and associated business systems.||4 business hours|
|2||Production system performance is degraded, but operational; Issue affects essential functions; or Issue is blocking critical systems tests or deliverables||1 business day|
General product questions relating to development, feature issues, or documentation.
|3 business days|
4. OBLIGATIONS OF CUSTOMER
- Support Contact.
All communications relating to Support will be supervised, coordinated, and undertaken by no more than two (2) designated contact persons per Customer work-shift who will act as a point of contact between Customer and Service Provider. Each contact must possess or, at Customer’s expense, acquire the necessary expertise and training to diagnose and resolve Issues with direction by Service Provider.
- Pre-Call Procedures.
Prior to requesting Support from Service Provider, Customer shall comply with all published operating and troubleshooting procedures for the Software. If such efforts are unsuccessful in eliminating the Issue, Customer shall then promptly notify Service Provider of the Issue. Customer shall confirm that the following conditions are true before contacting Service Provider for support:
If possible, the situation giving rise to the Issue is reproducible in a single supported application of the Software;
- Support Representative. The Customer contact has the technical knowledge regarding the Software and any other software or hardware systems involved, and in the facts and circumstances surrounding the Issue;
- Access. The entire system, including all software and hardware, is available to the Customer contact without limit during any communication with Service Provider support personnel;
- Availability. If requested and required, Customer must make available to Service Provider a technical representative during support hours of coverage for all Issues. Service Provider reserves the right to suspend all work relating to any Issues during periods for which the Customer does not provide access to a technical representative or requested data to continue work on the Issue.
- Remote Connection.
If appropriate, Customer will cooperate with Service Provider to allow and enable Service Provider to perform Support via remote connection using standard, commercially available remote-control software. Customer will be solely responsible for instituting and maintaining proper security safeguards to protect Customer’s systems and data.
Customer acknowledges and agrees that SaaS services updates provided by Service Provider pursuant to this Addendum may, in Service Provider’s sole discretion, require additional training of Customer’s personnel. Such training will be performed in accordance with Section 6.
Service Provider will not be responsible to provide Support, updates, or any other maintenance and support to the extent that Issues arise because Customer: (a) misuses, improperly uses, mis-configures, alters, or damages the Software; (b) uses the Software with any hardware or software not recommended by Service Provider; (c) uses the Software at any unauthorized location; (d) fails to install an update to the Software if such update would have resolved the Issue; or (e) otherwise uses the Software in a manner not in accordance with Service Provider’s Software as a Service Terms and Conditions.
5. ADDITIONAL PROFESSIONAL SERVICES
Customer may purchase supplemental professional services for an additional fee. Fees related to such services will be set forth in a statement of work signed by both parties. If no fee is stated, then services will be provided at Service Provider’s standard rate for equivalent services in effect at the time the statement of work is executed. For clarity, if any services are explicitly included in the Support Level selected by Customer, then such services do not require payment of an additional fee.
- On-Site Services.
Customer may purchase on-site Support.
Customer may purchase training services with respect to the Software
Customer may purchase consulting services related to defects caused by Issues other than the Software.
- On-Site Services.
- Out of Pocket Expenses.
Customer shall pay all reasonable out-of-pocket expenses incurred by Service Provider, including costs for meals, lodging, and travel related to these additional services.