The following terms and conditions (“Support Terms”) specify the technical support and maintenance that Electric Cloud will provide for the Software (“Support”) so long as a Licensee has purchased a valid subscription licensee pursuant to the Agreement. All terms not otherwise defined herein have the meanings given them in the Agreement.
“Error” means any failure of the Software to conform to the functional, operational and performance requirements described in the Documentation.
“Escalation” is an Error that Licensee refers to Electric Cloud for Resolution.
“Resolution” or “Resolve” means resolving an Error in accordance with the Support Terms. A Workaround is not a Resolution.
“Workaround” means a temporary solution to an Error that allows the Licensee to continue to do business or Use the Software until a Resolution is completed. A Workaround may consist of specific administrative steps or alternative programming calls.
2. Electric Cloud’s Obligations
2.1 Support Services. Electric Cloud will provide Licensee Support Services in accordance with the terms of the Agreement and the Support Terms. The Support Services will include an unlimited number of Escalations, provided that such Escalations are in accordance with the terms of the Support Terms. The availability of Support Services will be provided so long as Licensee maintains a valid subscription license pursuant to the Agreement.
2.2. Licensee Support Contact. Only qualified, trained Licensee technical support personnel familiar with the Software are authorized to contact Electric Cloud to obtain Support. If requested by Electric Cloud, Licensee shall provide Electric Cloud a list of such personnel, which list Licensee may update from time to time by providing Electric Cloud written notice of the changes.
3. Remediation Process
3.1 Reporting. Prior to requesting Support from Electric Cloud, Licensee will use reasonable efforts to comply with all applicable operating and troubleshooting procedures, as set forth in the Documentation, as posted on an Electric Cloud website, or as otherwise provided by Electric Cloud. If such efforts are unsuccessful in eliminating the Error and Licensee confirms that an Error is being caused by the Software, qualified Licensee technical support personnel should promptly notify Electric Cloud by e-mail, telephone, support website, or other reliable means of communication of the Error. The initial notification will include a detailed description of the Error being escalated together with any supporting information that Licensee believes may assist Electric Cloud in its diagnostic process. In its report, Licensee will also include its estimate of the Priority Level of the Error it is reporting. The designation of Priority Level is subject to agreement by Electric Cloud after initial review of the Error reported.
3.2 Priority Levels. The Priority Level of each Escalation will be determined in accordance with the following definitions:
Priority 1 – Major Impact. The Software is inoperable, or the performance of the Software is so severely reduced that Licensee cannot reasonably continue to operate the Software because of the Error and the Error cannot be circumvented with a Workaround.
Priority 2 – Moderate Impact. The Software’s performance is significantly degraded such that Licensee’s Use of the Software as permitted is materially impaired, but the Error can be circumvented with a Workaround.
Priority 3 – Minor Impact. Licensee is experiencing a performance, operational, or functional Error that can be circumvented with a Workaround and the Error causes only minimal impact to the Licensee’s ability to Use the Software as authorized.
Priority 4 – General Questions. No issue with Software performance or operation. Standard questions on Software configuration or functionality, Software enhancement requests, or Documentation clarification.
3.3 Response Times. Electric Cloud will use commercially reasonable efforts to respond to Licensee with an acknowledgment and Action Plan in accordance with the following Priority Levels within the specified periods after Licensee notifies Electric Cloud of the Escalation in accordance with Section 3.1 above and Electric Cloud confirms the severity of the problem and reproduces the Error (the “Response Times”). Electric Cloud’s business hours shall be 9:00 am to 5:00 pm Pacific time, Monday through Friday excluding holidays.
|Priority||Electric Cloud’s Acknowledgment||Electric Cloud’s Action Plan|
|Priority 1||1 hour during business hours||24 hours|
|Priority 2||1 business day||48 hours|
|Priority 3||1 business day||5 business days|
|Priority 4||1 business day||TBD|
3.4 “Electric Cloud’s Action Plan” means a plan to provide a Workaround to or Resolve an Escalation prepared by Electric Cloud that contains the following information: (i) a statement of the Error, including early evaluation; (ii) confirmation, when possible, that Electric Cloud has reproduced the Error; (iii) status of the Error; (iv) actions required to Resolve the Escalation; (v) party responsible for performing such actions; (vi) when such actions are expected to occur and when they are expected to be completed (i.e., an estimate of how long it will take to Resolve the Escalation); and/or (vii) projected date for Resolution, if possible. Electric Cloud will promptly notify Licensee of any significant exceptions to each Action Plan, and will provide updates to specific Action Plans as reasonably requested by Licensee. In the event that an Escalation must be returned to Licensee for more information, Electric Cloud will provide a revised Action Plan when Licensee resubmits the Escalation to Electric Cloud with the requested information. As related to Priority I Errors, Licensee shall provide continuous access to appropriate Licensee personnel during Electric Cloud’s response related to the Priority I Error, or Electric Cloud shall be permitted to change the Priority of the error.
3.5 Status Updates. Once it receives an initial report of an Error from Licensee, Electric Cloud will provide Licensee with status update reports as reasonably determined by Electric Cloud until an Action Plan is prepared.
3.6 Permanent Restrictions, Enhancements and Suggestions. If Electric Cloud advises Licensee, that for a particular Workaround or Escalation, the Workaround or Resolution is likely to cause regression, break a standard, cause some other part of the Software to fail, or for any other reason is ill-advised, Licensee may either accept Electric Cloud’s recommendation or request that Electric Cloud provide the Resolution, and Electric Cloud will consider such requests in good faith. If Electric Cloud advises Licensee that the Resolution to a particular Escalation of a Priority 3 Error would involve modifying, redesigning and/or rewriting a portion of the Software, or if the requested change is an enhancement not a Resolution, and Electric Cloud indicates that it does not currently have plans to implement such changes, then Licensee may request Electric Cloud to complete such modifications, redesign or rewrite of the Software pursuant to at Electric Cloud’s then-current rates and subject to separate terms and conditions; provided however, Electric Cloud shall have no obligation to provide such modifications, redesign or rewrite, and Licensee shall not obtain ownership of any such modifications.
3.7 Redirection. If Electric Cloud reasonably determines that the Escalation is not an Error in the Software, Electric Cloud will promptly provide Licensee with a detailed explanation, so the Escalation can be properly redirected within Licensee.
3.8 Exclusions. Support does not cover resolution of problems which result from 1) software not developed and provided to Licensee by Electric Cloud, 2) modifications of the Software by any individual or entity other than Electric Cloud without Electric Cloud’s prior written approval, 3) use of the Software by Licensee which is not in accordance with the Documentation, 4) Licensee’s prompt installation of all Upgrade and other maintenance releases, bug fixes and/or work-around supplied by Electric Cloud, and (iv) Licensee’s procurement and installation and maintenance of all hardware necessary to operate the Software.
4.1 Patch Delivery. At no additional charge to Licensee, Electric Cloud will make available all patches to Licensee as soon as they are available in Licensee’s standard format for duplication and distribution.
4.2 Upgrades. Electric Cloud will provide to Licensee each new update of the Software that Electric Cloud makes generally available to its customers at no additional fee (“Upgrade”).
4.3 Version Support. Electric Cloud agrees to support each version of the Software it makes generally commercially available and that is designated by the first digit after the dot, for at least eighteen months after general release. For example, if Electric Cloud releases version 1.1 on January 1, 2014, it will be supported through June 30, 2015.