SaaS Maintenance and Support Agreement
The following are the maintenance and support terms and conditions pertaining to the Licensed Software being licensed by the Licensor to the Licensee in accordance with the EPSoft Software as a Service (SaaS) Agreement.
For purposes of this Maintenance and Support Agreement, the following terms, in addition to those set forth in the Software as a Service (SaaS) Agreement, shall have the meanings set forth below. Any capitalized terms not specifically defined herein shall have the same meaning ascribed to them in the Software as a Service (SaaS) Agreement.
“Additional Services” means additional services (including training) that are not part of the Maintenance & Support Services, and that are agreed to in writing by Licensor and Licensee.
“Covered Software” means the Licensed Software as defined in the Software as a Service (SaaS) Agreement.
During the term of this Agreement as set forth in section 8 below, Licensor agrees to provide the Maintenance and Support Services for the Covered Software. The Covered Software does not include Licensee-developed software or third-party software except any third-party software embedded in the Covered Software. All Maintenance and Support Services shall be subject to the Service purchased by the Licensee in accordance with the Software as a Service (SaaS) Agreement.
3. DESCRIPTION OF MAINTENANCE SERVICES
3.1. Support Services
During the term of this Maintenance Agreement as set forth in section 11 below, Licensor will provide the services described herein so as to maintain the Covered Software in good working order, keeping it free from material defects and errors so that the Covered Software shall function in accordance with its specifications, the accepted level of performance and Level of Use set forth in the Master Software License Agreement.
3.2. Basic Support Response
Licensor will make available to Licensee an email address (the “Support Email”) and a ticket-based support system (the “Support System”) for Licensee to initiate trouble reports requesting service of the Covered Software. The Support Email and Support System is accessible at all times, but requests other than those defined in SECTION 3.2 will be handled between 8:00am and 8:00pm Eastern Standard Time (GMT-5:00), Monday through Friday, excluding legal holidays in the United States. The Support Email and Support System can also be used to notify Licensor of problems associated with the Covered Software and related documentation.
3.3. Call-In Support Response
Licensor will make available a telephone number (the “Support Center Hotline”) that may be used by any Licensee to report Severity 1 incidents (as defined in SECTION 3.4.1). The Support Center Hotline operates from 8:00 am to 8:00 pm Eastern Standard Time (GMT-5:00), Monday through Friday, excluding legal holidays in the United States. At all other times, the Support Center Hotline is forwarded to a voicemail system that is monitored by an on-call support engineer.
The Support Center Hotline may not be used for Severity 2 or 3 incidents. Call-In Support contracts run concurrent with the Maintenance & Support Agreement period and entitle the Licensee to designate one or more individuals as Licensee’s Designated Support Liaison(s). The Designated Support Liaison(s) will be allowed to call the Support Center Hotline for incidents of any Severity and to notify Licensor of problems associated with the Covered Software and related documentation.
3.4. Remedial Support
Upon receipt by Licensor of notice from Licensee through the Support Center Hotline, Support Email or Support System of an error, defect, malfunction or nonconformity in the Covered Software, Licensor shall respond as provided below:
3.4.1. Severity 1
A Severity 1 incident is defined as one that produces an emergency situation in which the Covered Software is substantially or completely non-functional or inoperable. Licensee shall report Severity 1 incidents to the Licensor by telephone, not by email.
188.8.131.52. Severity 1 RESPONSE
In the case of a Severity 1 incident, a qualified member of Licensor’s staff will respond via telephone to begin to diagnose the problem within one (1) hour during the support time defined in section 3.3. Licensor will devote all reasonable resources and use its best efforts to resolve Severity 1 problems as quickly as possible. If the resolution does not completely resolve the issue, then the resolution will be delivered to Licensee as a work-around or as an emergency fix. If Licensor delivers a work-around or an emergency fix, the severity classification will then drop to a Severity 2 for further resolution.
3.4.2. Severity 2
A Severity 2 incident is defined as one that produces a detrimental situation in which the Covered Software is usable, but materially incomplete; performance (throughput or response) of the Covered Software degrades substantially such that there is a severe impact on use under reasonable loads; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted.
184.108.40.206. Severity 2 RESPONSE
In the case of a Severity 2 incident, a qualified member of Licensor’s staff will respond by telephone or email as soon as reasonably possible, but in any event a response will be provided within eight (8) hours. Licensor will devote all reasonable resources and will use its best efforts to resolve Severity 2 problems within five (5) days. The resolution will be delivered to Licensee in the same format as Severity 1 problems. If Licensor delivers an acceptable work-around for a Severity 2 problem, the severity classification will drop to a Severity 3.
3.4.3. Severity 3
A Severity 3 incident is defined as one that produces an inconvenient situation in which the Covered Software is usable, but does not provide a function in the most convenient or expeditious manner, but the user suffers little or no significant impact.
220.127.116.11. Severity 3 RESPONSE
Licensor will exercise commercially reasonable efforts to resolve Severity 3 problems in future maintenance releases.
4. Maintenance Services
During the term of this Maintenance & Support Agreement, Licensor will maintain the Covered Software by providing to Licensee any and all software updates and enhancements to the Covered Software (“Updates”) offered by Licensor under its maintenance policies. All Updates provided to Licensee by Licensor pursuant to the terms of this Maintenance & Support Agreement shall be subject to the terms and conditions of the Software as a Service (SaaS) Agreement. Updates will be provided when available and include bug fixes, security updates, new features, enhancements to existing features, and/or performance enhancements to existing features.
Updates do not include product extensions to different hardware platforms, different operating system platforms, or different database platforms. Updates also do not include new applications, new third-party tools, new functionality being sold to new Licensees as separate modules, or add-on modules or custom software (whether created by Licensor, Licensee, or a third party).
Updates will be installed by Licensor’s staff or automated processes. Updates will be scheduled to minimize disruption to Licensee’s end users. All updates will be installed within 30 days of public release. Neither Licensor nor Licensee shall unreasonably delay installation. Updates to related documentation will be provided in electronic form.
Licensor will provide maintenance and support services for previous releases for a period of one year. Licensor shall have no further responsibility for supporting and maintaining prior releases.
Licensor assumes no responsibility for the operation or performance of any add-on modules, custom software, or integrated applications, whether created by Licensor, Licensee, or a third party.
5. Services Not Included
Maintenance & Support Agreement services do not include any of the following: custom programming services; on-site support, including installation of hardware or software; support of any software not Covered Software; training; out-of-pocket and reasonable expenses, including hardware and related supplies; or any other activity set forth in this Maintenance & Support Agreement that is deemed an Additional Service.
6. Time And Materials Services For Non-Licensor Problems
In the event that Licensee notifies Licensor of a problem experienced by Licensee in connection with the operation of the Covered Software, Licensor shall respond as provided in SECTION 3 above. If the cause of such problem is not an error, defect or nonconformity in the Covered Software, Licensee shall compensate Licensor for all work performed by Licensor in connection therewith, on a time and materials basis at the Licensor’s rates as set forth in the Software as a Service (SaaS) Agreement Order Form.
Maintenance and Support Agreement Services are conditioned upon provision by Licensee to Licensor of reasonable necessary access to the people and systems running the Covered Software, including, but not limited to, passwords, system data, file transfer capabilities, and screen sharing and phone calls with administrators, technicians, and end users. Licensor will maintain security of the system and use such access only for the purposes of providing the services and will comply with Licensee’s standard security procedures. Information accessed by Licensor agents or employees as a result of accessing Licensee system shall be deemed “Confidential Information” pursuant to the terms of the Software as a Service (SaaS) Agreement.
8. Annual Maintenance & Support Fees
Maintenance & Support fees are set forth in the Software as a Service (SaaS) Agreement Order Form. This Maintenance & Support Agreement Services shall be provided as long as this Agreement is in force.
9. Travel and Related Expenses
Licensee agrees to reimburse Licensor for reasonable travel and related expenses incurred by Licensor related to providing the Maintenance and Support Agreement Services. Such expenses shall specifically include charges for freight, travel (including lodging and associated expenses), printing and documentation, and other out-of-pocket expenses reasonably required for performance of the Maintenance and Support Agreement Services, but shall specifically exclude any expenses associated with the Licensor’s general overhead, including salaries of employees, unless otherwise agreed in writing by the parties.
10. Incorporation Of Terms
This Maintenance & Support Agreement is a subset of the Software as a Service (SaaS) Agreement. Accordingly, this document shall be subject to the specific terms and conditions of the Software as a Service (SaaS) Agreement, which are incorporated herein by reference. The parties’ execution of the Software as a Service (SaaS) Agreement shall be deemed their execution of this Maintenance & Support Agreement.
11. Term and Termination
The Term and Termination of this Maintenance and Support Agreement is set forth in the Software as a Service (SaaS) Agreement.