I. MAINTENANCE SERVICES.
A. Tesora shall provide Support Services for the Software during the Term. Tesora will use commercially reasonable efforts to meet the following objectives with respect to remedial support for the Software. All Support Services provided under this Agreement shall be conducted in the English language.
B. Support Services: During the Term, Tesora shall provide technical support for the Software. Tesora shall make available to Licensee technical staff to assist with questions concerning the Software and to assist Licensee in resolving any problems with the Software as specified herein.
C. Support Program: During the Term, Tesora shall provide Licensee with telephone support from 9:00 am to 8:00 pm, Eastern Time, Monday through Friday, Tesora holidays (“Daily Coverage Period”). Tesora agrees to provide a response in accordance with Section V below upon notification by Licensee to Tesora (via telephone, email, or Internet) of support issues with the Software. Requests received after the Daily Coverage Period shall be deemed to be received during the next business day of Tesora.
D. Upgrades to the Software and Documentation: During the Term Tesora shall provide Licensee with all Upgrades to the Software. Tesora reserves the right to charge Licensee for professional services (in accordance with Tesora’s then-current rates and policies) fees associated with implementing any Upgrade in the event that such implementation requires travel to Licensee’s site. Licensee shall only use the Upgrade for the specific Software licensed and paid for by Licensee. Licensee shall destroy or return to Tesora any portion of the Software replaced by an Upgrade (except archival copies). “Upgrade” means changes to the Software that involve functional changes and that may include new features and which are generally made available to licensees of the Software who are receiving support services. Notwithstanding anything to the contrary, Upgrades do not include any new products or applications that are separately priced and licensed by Tesora.
II. SUPPORT OF PREVIOUS VERSIONS OF THE LICENSED SOFTWARE.
A. Functional Release: Major or minor version of the software incorporating new functionality. A new major release is represented as a change in the number to the left of the decimal point in the version number, for example 3.5 to 4.0. A minor version is a change in the first number AFTER the decimal point in the version number, e.g. 3.5 to 3.6. Each major or minor release will be maintained for a minimum of two years from its initial release date and a minimum of one year after it is superseded by a new functional release.
B. Maintenance Release: A minor software update incorporating critical bug fixes and minimal. A maintenance release immediately replaces the functional release that it subsumes. A maintenance release is represented by a change in the digit after the second decimal in the version number, e.g. 3.5.2 to 3.5.3.
C. Term of Technical Support: Technical assistance is provided for current functional releases of Company’s products. A release is superseded when a new functional release of that product is made generally available to customers. Standard Technical Support will be provided on superseded releases for one year after the release is superseded by a new major or minor release, however, only problems of a critical nature (Severity Levels 0 and 1) will be fixed for a superseded release and these problems will only be corrected if reported within 6 months after the release was superseded. Company may elect to resolve problems reported 6 months or more after a release is superseded by recommending the customer upgrade to a current release of the product.
III. LICENSEE RESPONSIBILITIES.
A. Licensee’s Designated Contact: Licensee shall appoint individuals within Licensee’s organization to serve as the primary and secondary contacts between Licensee and Tesora and to receive support through the telephone support center. These individual should be familiar with all modifications, customizations, or extensions to the Software, and if source code has been provided by Tesora have access to any and all source code related to the same. Such individuals shall act as the primary contacts for any support calls to Tesora involving such modifications, customizations, or extensions to the Software.
B. Information: Licensee shall provide to Tesora a problem report containing all pertinent information regarding the current problem with the Software, which shall, at a minimum, verify the existence of the problem and provide the conditions in which the problem may be duplicated.
C. Remote Diagnostics: If the information provided above is insufficient to identify and isolate the issue, Tesora may request remote access to the Licensee’s designated computer so that Tesora may provide remote support services.
Tesora will use commercially reasonable efforts to assist Licensee in its attempts to remedy any problems with the Software resulting from any customizations, modifications, or extensions to the Software, regardless of by whom such customizations, modifications, or extensions were performed. All associated computer hardware and operating systems must be maintained at the latest version deemed necessary by Tesora. Tesora shall not be obligated to provide the services hereunder if service is required as a result of non-Tesora hardware or software or modifications to the Software. If Licensee is unable to remedy the said problems, Tesora will, upon Licensee’s request, treat such problems as a professional services engagement and shall bill for its services at Tesora’s then-current professional services rates.
V RESPONSE TIMES.
A. Severity Levels /Response Times. Tesora shall use commercially reasonable efforts to address the Severity Levels set out below in the time periods described below, provided that classification of any problem among Severity Levels shall be reasonably determined in accordance with the definitions specified below which shall be determined in Tesora’s reasonable discretion:
(a) Support Priority Levels.
Priority Level 1 (Critical): The production environment for the Software is unavailable, causing critical impact to system operation if service is not restored quickly. No workaround is available.
Priority Level 2 (Severe): The production environment is severely degraded, impacting significant aspects of system operations. No workaround is available.
Priority Level 3 (Standard): The production environment is degraded. Functionality is noticeably impaired, but most system operations continue.
Priority Level 4 (Low): Licensee requires information or assistance on the capabilities, installation, or configuration of the Software.
(b) Response Times.
Priority Level 1 (Critical): Tesora will use commercially reasonable efforts to acknowledge the issue within two (2) hours during the Daily Coverage Period. Tesora will use commercially reasonable efforts to resolve the issue within three (3) business days or as reasonably practicable after initial notification. Resolution will usually be in the form of patch or workaround for system critical errors.
Priority Level 2 (Severe): Tesora will use commercially reasonable efforts to acknowledge the issue within one (1) business day during the Daily Coverage Period. Tesora will use commercially reasonable efforts to resolve the issue within ten (10) business days or as reasonably practicable after initial notification. Final resolution usually will be delivered in the next scheduled patch release, or as a patch in extreme cases.
Priority Level 3 (Standard): Tesora will use commercially reasonable efforts to acknowledge the issue within one (1) business day during the Daily Coverage Period. A schedule for resolution will not be committed; however, Tesora will provide regular updates of progress and timescales for when a resolution will be available.
Priority Level 4 (Low): Tesora will use commercially reasonable efforts to acknowledge the issue within one (1) business day of the notification. Schedule for the resolution of these issues will be at the Tesora’s discretion.