This Support Addendum (this “Support Addendum”) supplements and is hereby made a part of those certain Aegis General Terms and Conditions executed by Aegis Industrial Software Corporation (“Aegis") and Customer (the “GTCs”) to which this Support Addendum is incorporated by reference. This Support Addendum applies to any Support Services under the Agreement. Capitalized terms used in this Support Addendum without definition shall have the same meanings ascribed to them in the GTCs.
1. ADDITIONAL DEFINITIONS.
1.1 “Authorized User” means Customer’s end-users, including contractors or third party service providers acting on behalf of Customer to receive Support Services who are permitted by Customer access or use the Software or SaaS Product .
1.2 “Customer IT Contact” means an individual designated by Customer that is responsible for maintaining Customer’s information technology infrastructure as it relates to the Products.
1.3 “Power User” means an individual designated by Customer that is fully trained on the Products and that serves as a primary contact for communication with Aegis.
1.4 “Support Gateway” means the password controlled web portal located at www.aiscorp.com that contains Product and documentation downloads.
1.5 “Support Services” means the application and system level troubleshooting and guidance for Product usage questions provided by Aegis support personnel to Customer in accordance with this Support Addendum.
1.6 “Standard Support Hours” means (i) if Customer is located in Europe, 08:00 to 17:00 CET (Central European Time) on Monday through Friday, (ii) if Customer is located in the Americas, 08:00 to 19:00 (Eastern Time) on Monday through Friday, and (iii) if Customer is located in Asia, 08:00-18:00 (Standard China Time) on Monday through Friday. Aegis reserves the right to update the Standard Support Hours in its reasonable discretion.
1.7 “Support Term” means the initial term and any subsequent renewal terms for the Support Services.
1.8 “Minor Version” A revision of the software that may add or enhance functionality, fix bugs, and make other changes from the previous revision, but is not major enough to change the overall core functionality of the software. Aegis uses the second set of numbers of our software version to represent the minor version. An example would be 1.x.1.1 or 1.x.1. with the x representing the minor version.
2. SUPPORT SERVICES.
2.1 Scope of Support Services. Aegis will not provide any Support Services to Customer for Products except in accordance with the below:
(a) Subscription License for Software. If Customer has licensed Software as a years, monthly or other set period subscription (i.e., not a perpetual license), then Customer will receive from Aegis the Support Services as part of Customer’s Software license subscription (and the Support Term shall be coterminous with such license). The Support Services will be included in the fees paid by Customer for such Software.
(b) Subscription to SaaS Product. If Customer has subscribed to a SaaS Product, then Customer will receive from Aegis the Support Services as part of Customer’s subscription to such SaaS Product (and the Support Term will be coterminous with such subscription). The Support Services will be included in the fees paid by Customer for such SaaS Product.
(c) Separate Software Support Contract. Where Customer has purchased a perpetual license to Software, Customer may purchase Support Services for such Software pursuant to a Transaction Document for a separate additional fee; provided, however, that Support Services will not be offered to Customer for purchase unless the Support Services cover all current and future Products that are purchased, licensed, or subscribed to by Customer. Any new, additional, or upgraded Software licensed by Customer during the Support Term must be purchased with additional Support Services coverage, either pro-rated to expire at the same time as the initial expiration date or other specified term. The Support Term for such Support Services will be as set forth in the applicable Transaction Document.
2.2 Contact Methods for Support Services. Customer may access the Support Services in two (2) ways as further described below:
(a) Phone Support. Customer may request Support Services via telephone during the Standard Support Hours by contacting the phone number set forth below. Support Services provided over the phone will be on a “first in, first out” basis whereby Customer will enter a queue upon contacting the phone support line and Aegis support personnel will provide Customer with Support Services in the order that Support Service requests were received. For the phone Support Services in the Americas contact Aegis Support Services at (267)-282-4980. For the phone Support Services in Europe contact Aegis Support Services at +49 9131 777 880 (Germany) or +44 1494 858 438 (UK), as applicable. For the phone Support Services in Asia contact Aegis Support Services at +86 769 2198 6607
(b) Email Support. Customer may request Support Services by electronic mail by submitting a Support Service request to the electronic mail address set forth below. Customer may electronically submit a Support Service request at any time, however, Aegis will only respond to the Support Service request during Standard Support Hours. To receive Support Services via electronic mail, requests can be submitted to [email protected].
2.3. Support Term and Fees. If Customer is required to pay any fees for Support Services, then Aegis will not be required to provide any Support Services to Customer unless and until Customer has satisfied its payment obligations as set forth in the applicable Transaction Document(s) for such Support Services.
2.4. Support Gateway. As part of the Support Services for Software, Aegis will permit Customer’s Authorized Users(as defined below) to access the Support Gateway. Customer’s Authorized Users will be required to register their credentials in order to access the Support Gateway. The Support Gateway may be updated from time to time in Aegis’ sole discretion and may include (i) the latest versions of Software, (ii) installation documentation for Software, (iii) training videos to the extent available, and (iv) other miscellaneous guides and documentation relating to Software. In addition to any other rights and remedies available to Aegis, Aegis will revoke access to the Support Gateway if Aegis believes that Customer has allowed a non-Authorized User to access the Support Gateway or otherwise provided any content, downloads, or other files from the Support Gateway to anyone else (including if Customer has shared login credentials for the Support Gateway with another legal entity).
2.5. Authorized Users. Aegis will only provide Support Services to Authorized Users. Authorized Users must contact Aegis support from a Customer specific email address in order to receive Support Services. Aegis reserves the right to suspend or withhold Support Services to any Authorized User pending confirmation by Customer of such Authorized User’s identity or permission to access the Support Services.
2.6. Remote Support Services. Customer acknowledges and agrees that Aegis may be unable to provide Support Services unless Customer provides remote access to Customer’s affected workstation, server, or another portion of Customer’s information technology environment. If Customer refuses or is otherwise unable to provide such remote access, Customer will not receive Support Services.
2.7. Emergency Support. If Customer requires support services outside of the Standard Support Hours (“Emergency Support”), then Customer may request from Aegis such Emergency Support. If Aegis is able to provide such Emergency Support, then Aegis and Customer will execute a Transaction Document for Customer’s purchase of such Emergency Support. Aegis will charge Customer for such Emergency Support at such rate as determined by Aegis, which may include a minimum number of hours and minimum fee amount for such Emergency Support. Customer will be required to pay to Aegis such fees as set forth in the applicable Transaction Document for such Emergency Support.
2.8. Updates for Software. If Customer receives Support Services for Software, Aegis may make available for download certain Updates for such Software during the Support Term, which may include, but may not be limited to, minor revisions, or major releases. Customer acknowledges and agrees that that there is an inherent risk to installing and using any Updates and that Customer must develop its own internal processes for validating any such Updates prior to installing such Updates in Customer’s production environment.
2.9. Cold Case Handling. If any request or ticket involving Support Services is open for a period of fifteen (15) or more days without a response from Customer, such request or ticket may be closed by Aegis in its sole discretion. Any subsequent response may resulting in a new request or ticket for Support Services.
2.10. Expense Reimbursement. Except as otherwise agreed in writing by Customer and Aegis, Customer shall reimburse Aegis for expenses incurred by Aegis to perform the Support Services, including but not limited to travel and living expenses.
2.11. Non-Refundable Support Fee. If Customer pays a separate fee for the Support Services, such fee is non-refundable and Customer acknowledges and agrees that it is obligated to pay such fee for Support Services for the entire and full Support Term in accordance with the payment schedule set forth in the Transaction Document.
2.12. Support Reinstatement for Lapsed Enrollment. If a lapse in enrollment in the Support Services occurs, then Customer may be assessed a reinstatement fee. The amount of the reinstatement fee may increase the longer the enrollment has lapsed.
2.13. Support Service Exclusions.
(a) Aegis will provide Support Services for Software that is within three (3) minor -versions of the then current version of the Software. If Aegis chooses to provide Support Services related to the earlier version of the Software, such Support Services shall be rendered without warranty of any kind. Aegis reserves the right to charge an additional fee for Support Services related to older versions of the Software.
(b) For Software, if Customer does not currently have the then-current minor release installed for such Software, then Aegis may require that Customer install the then-current minor release for such Software prior to providing any Support Services.
(c) Aegis will not provide any Support Services where Customer’s information technology environment utilizes servers, operating systems, database platforms, browsers, or any other hardware, software, or items in such information technology environment that are not officially supported by Microsoft or that have otherwise become orphaned or declared end-of-life by Microsoft.
(d) Aegis will not provide any Support Services where Customer’s information technology environment hardware does not meet that Software versions minimum hardware requirements, typically the amount of Random Access Memory (RAM), Central Processing Unit (CPU), storage disk input and output data transfer rates, or network data transfer rates. Customer understand that over time, these requirements may change and it is the obligation of the Customer to adhere to these new minimums.
(e) Aegis may add additional exclusions to Support Services at any time.
2.14. Other General Support Service Exclusions.
(a) Unless otherwise agreed in writing by Aegis, Aegis does NOT provide Support Services for Third-Party Products. If Aegis does provide Support Services for Third-Party Products, in its sole discretion and at Customer’s written request, Aegis’s Support Services for such Third-Party Products shall be rendered “AS-IS” and without warranty of any kind. Aegis reserves the right to charge an additional fee for Support Services provided for Third-Party Products.
(b) Customer shall be responsible for payment for Aegis equipment, hardware, and other materials if (i) Customer’s system to which Aegis’s materials have been connected or (ii) Customer’s employees, agents, consultants or contractors working on Aegis equipment or materials, causes malfunction or failure of such equipment or materials. If such an event occurs, Aegis equipment, hardware, and materials will be billed to Customer at the then-current rates for such equipment and materials and Customer shall also pay Aegis for any additional costs incurred by Aegis as a result of such malfunction or failure.
(c) Aegis will NOT provide Support Services for Aegis software purchased or otherwise obtained from or repaired by a non-Aegis-authorized agent, distributor, reseller or other third party. If any issues occur that are attributable to third-party procured material or services, all work performed by Aegis will be performed solely at Aegis’s discretion and subject to invoicing and additional charges as determined by Aegis.
(d) Support Services do not include the installation of any updated Software by Aegis. Aegis may, upon request by Customer, install updates to Software for Customer, subject to an additional fee as determined by Aegis in its sole discretion. If Aegis does provide installation services for updates to the Software, such installation services are provided by Aegis shall be rendered “AS-IS” and without warranty of any kind.
(e) Aegis is not obligated to provide Support Services to Customer where the Support Services are required as a result (i) of Customer’s breach of the Agreement, (ii) Customer’s modification, manipulation, revision or other unauthorized interaction with a Product (or its applicable data or data storage), whether directly by Customer or by a third party on Customer’s behalf, without the express written consent of Aegis. If Aegis does provide Support Services for such Customer changes or modifications, in its sole discretion, the Support Services provided by Aegis shall be rendered “AS-IS” and without warranty of any kind. Aegis reserves the right to charge an additional fee for such Support Services.
(f) Aegis has an Application Programming Interface, commonly referred to as an API, for licensing to customers. Support Services do not include review and assistance related to programming, coding assistance and code review for the Aegis Application Programing Interface (“API”). If Aegis chooses to provide Support Services related to the API, such API Support Services shall be rendered “AS-IS” and without warranty of any kind. Aegis reserves the right to charge an additional fee for Support Services related to the API.
(g) Aegis is not responsible for Customer’s database maintenance plan or any database backups and the Support Services do not include advice related specifically to Customer’s own database maintenance plan or any of Customer’s database backup. Aegis will provide advise and recommendations on best practices, but it is up to the Customer to enact any such recommendations or best practices. Aegis makes no warranties as to the recommendations and advice offered to Customer and all such advice and recommendations are provided on an “AS-IS” basis. Customer acknowledges that it must maintain its own databases and backups in order to receive Support Services.
(h) Support Services are not offered for the purposes of providing training to Customer. If the personnel providing Support Services determine that Customer is utilizing Support Services for the purposes of training, the Support Services request will be terminated.
(i) Customer is not entitled to utilize the Support Services (and Aegis will not provide Support Services) for troubleshooting or augmenting Customer’s own information technology infrastructure elements, such as email, network topology, active directory, or any other non-Aegis system components and/or configuration.
(j) All decisions made by Customer relating to the implementation of Aegis’s advice and recommendations are the sole responsibility of Customer. To the extent Support Services are of an advisory nature, no specific business result is assured or guaranteed.
3. REQUEST CLASSIFICATION AND RESOLUTION.
3.1. Request Classification. When a request for Support Services is received by Aegis, Aegis shall make the determination (in its sole discretion) as to such requests severity level each as defined below:
(a) Severity 1 – use of the Product is halted completely, or system is completely down and there is no workaround or circumvention.
(b) Severity 2 – Major issue impacting productivity of the Product and the workaround is complicated and has a major impact on production, but the Product is still operational.
(c) Severity 3- The issue has a multistep workaround and the impact on Product productivity and usage is minor.
(d) Severity 4 – The issue has an easy workaround and the impact on Product productivity and usage is minor.
(e) Severity 5¬ – The issue is graphical, related to training or is a nuisance issue and there is no effect to the Product’s productivity or usage.
3.2. Target Response and Resolution Times. Once Aegis has assigned a severity level to a request for Support Services, Aegis will attempt to resolve such requests in accordance with the table below:
3.3. Acknowledgment. Customer acknowledges and agrees that Aegis is unable to commit to any guaranteed resolution or resolution times for Customer’s request for Support Services although Aegis will target the resolution times and outcomes set forth above.
4. TERMINATION AND SUSPENSION.
4.1. Additional Termination Rights. In addition to the termination rights set forth in Section 10 (Term and Termination) of the GTCs, Aegis may terminate the Support Services and the Transaction Document under which such Support Services are provided if:
(a) Customer has breached any of its material obligations under any agreement relating to the Support Services (including this Support Addendum) or any Product and Customer has not cured such breach within thirty (30) days of receipt of a notice of breach or default from Aegis; or
(b) Customer uses the Support Services other than for its own internal business purposes or uses the Support Services to provide similar services related to the Support Services or any Product to any third party.
4.2. Suspension of Support Services. Without prejudice to other remedies available by law or provided elsewhere in the Agreement, Aegis reserves the right to suspend the Support Services if (a) Customer is in breach or violation of the Agreement (including, but not limited to, this Support Addendum); (b) Customer fails to pay the fees (if any are required) for the Support Services or other fees associated as required under the Agreement when such fees become due, or (c) Customer’s access to the Products or Services is suspended or terminated under the Agreement. For the avoidance of doubt, the suspension right under this Section 4.2 may apply at anytime during the course of Aegis’s provision of Support Services.
5. WARRANTIES.
5.1. Limited Warranty. Aegis provides to Customer the Support Services strictly on an “as-is” basis and disclaims all warranties, express or implied, for such Support Services. Customer’s sole and exclusive remedy, and Aegis’s entire liability, shall be the reperformance of the Support Services.
5.2. Disclaimer of All Other Warranties. For the avoidance of doubt, the disclaimer of warranties set forth in Section 7 (Disclaimer of Warranties) of the GTCs is incorporated into this software schedule by reference.
6. CUSTOMER OBLIGATIONS.
6.1. Customer Cooperation and Accurate Information. Aegis’s performance depends upon Customer’s timely and effective cooperation, including providing Aegis with reasonable facilities, timely access to appropriate data and information either onsite or by remote connection, timely decisions and approvals and appropriately skilled Customer personnel. Aegis will not be liable for any failure to perform Support Services under the Agreement to the extent that the failure is caused by Customer’s lack of cooperation. Aegis may rely upon the accuracy and completeness of data, material, and other information furnished by Customer, without any independent investigation or verification.
6.2. Malicious Code. When Aegis is providing Support Services, Customer will not transmit from Customer’s computer systems and information technology environment to Aegis any viruses, adware, spyware, malware, rootkits, keyloggers, time or logic bombs, trojan horses, worms, or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such system.