Moogsoft Inc. Support Addendum

Transcription

1 Moogsoft Inc. Support Addendum This Support Addendum (this Addendum ) is an addendum to and deemed incorporated into and made a part of the End User License Agreement between Moogsoft and You (the Agreement ). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Agreement. The terms and conditions herein are in addition to the Agreement and are hereby incorporated into the terms of the Agreement. In the event of any conflict or inconsistency between the terms of this Addendum and the Agreement, the terms of the Agreement shall apply, except where a term of the Agreement is expressly modified or excluded by the terms of this Addendum. 1. DEFINITIONS Additional Support Service Final Problem Solution Time Fix Hours of Coverage Initial Term Major Product Release Normal Working Hours Operating Platform Product Site Software Point Releases Support and Maintenance Services Version Upgrade Work-around Means services that fall outside the scope of Support and Maintenance services and that the End User might request Moogsoft to undertake. Is the time required to resolve the problem by a permanent solution. Shall mean a modification to existing functionality of the Product to correct a known Error. Specific hours include 9AM GMT (London) to 5PM PST (San Francisco) excluding holidays for which support resources are available based on the chosen support level (Silver, Gold, or Platinum). Means a period of 12 months from the Commencement Date. Shall mean a release of the Product that may include fixes, maintained current functionality, and/or other minor enhancements, identified as an increment in either of the first two digits of the release number [(x).(x).x]. Shall mean both UK Greenwich Mean Time (9am to 5pm) and US Pacific Time (9am to 5pm) Monday through Friday (excluding Saturday and Sunday). Shall mean the specific items of computer hardware upon which the Product is used and the related operating system software. Product refers to the software programs listed in the Agreement, and all related documentation provided by Moogsoft. Is the End User location where Product has been originally installed. Is an interim Product release to address recently discovered Errors. Depending on the urgency and difficulty of resolving an Error, a Software Point Release, which is first extensively tested, may be released as soon as it becomes available and will be a point release. Means services that will be rendered as a part of the Addendum. Is a major Product release with addition of new major functionalities and/ or applications and will be an X point release. Shall mean a temporary solution to address an Error. A Work-around may be non-optimal and may require that an end user perform additional steps and may result in minor degradation in the functioning of the Product.

2 2. SUPPORT AND MAINTENANCE SERVICES Services For the term during which product support services have been purchased by the End User and subject to the terms and conditions hereof, Moogsoft will provide such product support services to the End User during the Hours of Coverage, solely through the End User technical contacts. All product support services are provided from Moogsoft's premises via remote VPN connection supplied by the End User. The End User shall make available such necessary remote connection to Moogsoft to enable ability for Moogsoft to deliver the product support services. Maintenance of the software is limited to Product. It specifically excludes operating software pertaining and delivered with devices such as, by way of example only, personal computers, database computers and similar devices, which operate in conjunction with Product but are equipped with operating software not produced by Moogsoft. Should such devices exist, and then Moogsoft's responsibility under this Addendum is limited to Product loaded within such devices. Maintenance performed only includes the maintenance of Product and standard configuration of the database software used by Product for the purpose of rectifying Errors in Product. Standard Exclusions Product support services do not apply to any item or matter including, but not limited to, the End User's: 1) custom software, being software that is not part of Moogsoft generally available product (whether developed by the End User, a third party, or Moogsoft), including, but not limited to: custom reports, custom service applications or customizations to standard service applications, other custom applications, application/system configurations, operations & administration tools and utilities, custom interfaces/connectors/gateways, custom or customized equipment modules, and custom documentation and training materials, developed using Moogsoft Toolkits and APIs and any other custom software; 2) local area networks and wide area networks, including router and remote access links and other network connectivity; 3) database administration and support, relating to database installations, upgrades, and data backups/restores; 4) Operating platform administration and support, for example, installations, hardware diagnostics, patch maintenance; 5) Third party software, software developed or owned by the End User, and software developed by the End User or other party using or by referencing Moogsoft Toolkits and API s; 6) network element management systems, network elements and associated firmware; 7) business processes, methods and procedures, or custom training courseware; and 8) Additional copies of the Product over and above a single production server instance. Qualified Personnel Moogsoft will provide suitably qualified and experienced personnel to carry out Software Support Services. 1) Technical Support during Hours of Coverage remote technical support for all problems, where Moogsoft will endeavour to provide problem determination, analysis, and response, all in accordance with this Addendum. 2) Communications Service Level Agreement (SLA) - Moogsoft will provide acknowledgements, responses and updates to the End User with respect to problem reports based on the severity of the issue at hand. Problem severity and corresponding acknowledgement/response/update requirements are defined herein. 3) Escalation Management SLA - Moogsoft will provide escalation management in the form of an escalation path through the Moogsoft Product Support Services Department by which the End User can rise and resolve issues related to Moogsoft s responsiveness to customer issues. The escalation mechanism is set out herein. 4) Standard End User Reports 2

3 a) Incident Status Report - Moogsoft will supply its standard support-related reports to the End User related to incident (ticket) tracking and status. b) Post Incident Report standard report from Moogsoft for every Critical production issue logged. Provides root cause and correctable actions and timelines of incident when requested. 5) Software Release Management upon the End User request, Moogsoft shall provide: a) during the Hours of Coverage: i) An endeavour to recreate the problem based on the information provided by the End User; ii) A determination, based on Moogsoft's analysis which element of the Product requires Software Support Services; and iii) An endeavour to provide a Fix (or Work-around) and meet all relevant agreed response times in accordance with this Addendum. b) Notification to new Software Point Releases, Version Upgrade or Version Update, Moogsoft makes available to the End User as part of Moogsoft s Software Support Services. This includes any related Documentation. The End User shall not be entitled to access and use Enhancement functionality present in Product Releases without first purchasing a license for same. 6) In some cases of troubleshooting reported issues, the End User shall allow a Moogsoft support resource to witness the operation of the Product and / or allow Moogsoft to execute reasonable tests, which shall not impede or place at risk the normal operation of the End User business. Contact Methods All support requests must be registered by the End User on the Moogsoft Support Portal provided by Moogsoft. Once the support request is entered, Moogsoft will work with the End User to allocate the appropriate severity level to reflect the impact of the Moogsoft Software on normal customer operation. The issue severity is agreed and modified, if required, mutually by both Moogsoft and the End User. Moogsoft Global Software Support can be contacted as follows: support: Web Portal: support@moogsoft.com Telephone Support: United States United Kingdom +44 (0) India (only) Note: All Severity 1 (critical) issues should be entered into the Web Portal and the End User should immediately contact Moogsoft via Telephone Support directly. 3. END USER RESPONSIBILITIES the End User will support the following key responsibilities upon entering a ticket with Moogsoft: 1) Problem Reporting a) Gather information regarding problem symptom(s) and categorize. b) Provide steps to re-create problem and provide any logs or diagnostics applicable. c) Reasonably determine and provide evidence that it is a Product problem. d) Register problem with Moogsoft Software Support Services, by the End User Technical Contacts and during the Hours of Coverage. e) Severity 1 problems must be reported by phone using the number designated by Moogsoft. other problems may be register via using the address designated by Moogsoft from time to time. f) Participate with Moogsoft in ongoing problem information gathering, investigation and analysis. 3

4 g) Re-test, or validate Moogsoft Work-around or Fixes. h) Manage and support the escalation process between the End User and Moogsoft as defined herein. i) Provide access to the End User resources such as, but not limited to, Database, Network, Security and Operating System Administrators responsible for systems running Moogsoft application(s) supported. 2) The End User will remain involved as required by Moogsoft to assess the feasibility and viability of any proposed Work-around and Fixes. For a Severity 1 problem this will require the End User knowledgeable staff to be continuously available 24x7x365 to aid Moogsoft in the investigation, analysis and diagnosis of problems and to apply/test any agreed upon Work-around or Fixes as soon as they are available from Moogsoft. 3) Facilitate all End User required change control steps for process adherence. 4) After Moogsoft has provided an agreed upon Work-around or Fix, the End User will use its best efforts to promptly apply/test such actions and provide prompt notification to Moogsoft of verification or rejection of such action. 5) Use its best efforts to use the same release version on all of its computer systems and use the same version of Operating Platform and the same version of the third party software on all such computer systems. 6) Make available a remote access connection to the End User's computer systems, including development and testing environments, that is reliable, sized and of a connection type acceptable to Moogsoft. 7) Assign appropriate the End User Technical Contacts and ensure that such the End User Technical Contacts receive adequate Product training in accordance with Moogsoft's requirements and limit the End User points of contact for Product Support Services to the End User Technical Contacts. 8) The End User shall be solely responsible for the acquisition and maintenance of third party software and hardware as set out in the SOW or agreed separately during the provision of the Services. 9) The End User agrees to cooperate with Moogsoft in the performance of the Services hereunder, including, without limitation, providing Moogsoft with reasonable premises and other facilities and timely access to data, information and personnel of the End User, and the End User acknowledges and agrees that Moogsoft s performance is dependent upon the timely and effective satisfaction of the End User s responsibilities hereunder and timely decisions and approvals of the End User in connection with the Services. 4. SERVICE MODELS The following table depicts the available service models for Moogsoft clients. Silver level of support is included at no charge with every negotiated license fee. Gold and Platinum support levels are offered at an additional fee. Support Model and Description Silver Gold Platinum Normal working hours phone support 24x7x365 phone support (Severity 1 issues only) N/A Unlimited Support Online Self Service Portal Dedicated Service Delivery Manager (SDM) N/A N/A Service Delivery Manager The Service Delivery Manager (SDM) for Platinum customers - will provide expert domain knowledge, build strong customer relationships and own all technical aspects. They will be the 4

5 Trusted Advisor to our customers with the goals of user adoption, driving business value realization, and increasing customer satisfaction. Some of the SDM services include: Monthly Case Reviews Quarterly Business Reviews Quarterly Health Checks Business Value Realization Reviews 5. SEVERITIES, ACKNOWLEDGMENTS, AND RESPONSE LEVELS Problem Severities The allocation of specific Errors to the following severities shall be conclusively determined by Moogsoft, acting reasonably, after Moogsoft has been given all relevant information from the End User as to the nature of the Error. Severity Description Impact The product is down and out of production, interrupting utilization and completely impacting the ability to produce meaningful results. Severity One (1) Urgent Severity Two (2) High Severity Three (3) Normal Severity Three (4) Low A consistent problem resulting in a reproducible error impacting functionality of the product but isolated to a smaller user community or a specific non-critical functionality. A non-critical failure described as intermittent and cannot be reproduced consistently. End users are able to complete work successfully. An irritant or a question. Product cannot be used for any period of time Feature cannot be used Conditionally usable: work-around is available No direct system impact on end-user functionality. 6. SERVICE LEVELS Moogsoft will put in commercially reasonable efforts to resolve all problems subject to the terms and conditions of this Addendum one-hundred (100%) percent of the time. Category of SRs Severity 1 Urgent Severity 2 High Description (Severity) System, major subsystem or feature failure or being inoperative Service-affecting system or feature problem/deficiency Acknowledge & Assign 30 minutes upon direct phone call Work- Around 4 Hours 40 Hours Resolution 8 Hours 5 Business days Product issues prioritized during next scheduled release cycle. Severity 3 Normal Other violations of agree-upon specified functionality 24 Hours 10 Business Days Product issues prioritized during next scheduled release cycle. Severity 4 48 Hours N/A 5

6 Category of SRs Description (Severity) Acknowledge & Assign Work- Around Resolution Low Question or perceived irritant related to feature or function. Product issues prioritized during next scheduled release cycle. Note that Moogsoft will handle all incoming issues based on the End User s stated severity level and need. If a Work-around, third party solution, or restoration is identified for a problem, Moogsoft and the End User agree to review the problem severity originally assigned to such problem and to reassign a lower severity, as appropriate, until a full solution is developed within an agreed-upon time frame. Acknowledgement As used in this Schedule, acknowledgement means an initial notification from Product Support Services personnel to an End User Technical Contact with respect to a problem report provided to Moogsoft, which confirms that the problem is registered with the Moogsoft Product Support Services group and will be handled according to the assigned problem severity without any delay. Based on this acknowledgement, the End User can request additional services as defined herein should a problem be required to be processed outside of the Hours of Coverage. The table below sets forth the required acknowledgement timeframes from Moogsoft. These parameters are subject to the Escalation Procedures, which describe steps to be taken should these acknowledgement timeframes not be met. All required acknowledgments are measured during specified Hours of Coverage. Responses As used in this Schedule, response means a contact between Moogsoft Software Support Services personnel and an End User Technical Contact with respect to a problem report provided to Moogsoft, which with respect to the initial contact, results in an identification of the problem severity and an initial assessment as to the likely method to resolve the problem, and which, with respect to contacts after the initial contact, provides a satisfactory explanation of the progress being made to resolve the problem. The table below sets forth the required response timeframes from Moogsoft to problems raised under the above problem severities. These parameters are subject to the Escalation Procedures, which describe steps to be taken should these response timeframes not be met. All required responses are measured during specified Hours of Coverage. Post Incident Reviews For Severity 1 incidents only, a Post Incident Review (PIR) can be requested by the End User and a report will be distributed by Moogsoft detailing the incident, what occurred, the root cause(s), the corrective action step(s), and the overall timeline of the incident. Calculating Times - In calculating the duration timeframe for each incident towards resolution, only time during which the problem is under the ownership of Moogsoft personnel is included against each service level. Time during which Moogsoft is idle or delayed (e.g. awaiting End User response or action, insufficient remote access etc.) is excluded from the calculation. In the event that Moogsoft can provide the customer an acceptable workaround for the reported fault/issue, the Severity of the fault/issue will be re-assessed by both the customer and Moogsoft and may be given a lower priority for resolution (while the customer uses the workaround solution). 7. ESCALATION PROCEDURES Purpose of Escalation Procedures The purpose of these procedures is to provide a mechanism for the End User to escalate a particular problem to a higher authority at Moogsoft when an appropriate acknowledgement or response is not received from Moogsoft Product Support Services personnel with respect to a given problem with a given problem severity. 6

7 This does not suggest that the escalation procedure should be invoked because a problem has not been resolved, but rather, because there has not been the required acknowledgement or response from the designated Moogsoft Software Support Services personnel. Each of the levels of contact is identified below as is the designated End User Technical Contact who may escalate to a particular level of contact. Escalation Process If the required acknowledgement or response to a reported problem with the Product has not been provided within the times specified for the relevant problem severity by the Level 1 contact, upon the expiration of the required time period for the response, the End User contact identified below may contact the Level 2 contact to seek an appropriate response. Escalation Times for Acknowledgement/Response Proble m Severity Acknowledgement / Response Required Time after which Level 1 contact may be made Time after which Level 2 contact may be made Time after which Level 3 contact may be made Severity 1 Acknowledgement Initial Response Update Responses 1 hour 1 hour every 2 hours 2 hours 8 hours 8 hours Severity 2 Acknowledgement Initial Response Update Responses every 1 day 8 hours 2 days 2 days 1 day 4 days 4 days Severity Initial Response 1 day 5 days 8 days 3 Update Response every 2 days 5 days 8 days Escalation Levels Escalation Level Moogsoft Contact End User Contact(s) Permitted to Make Contact Level 1 Support Services Lead End User Technical Contact Level 2 VP Customer Success End User Manager Contact Level 3 VP Global Services End User Director/VP Contact The End User will provide Moogsoft with the names of the End User Technical Contact, End User Manager Contact, and End User Director Contact upon commencement of support and shall provide Moogsoft with 10 days notice of any changes thereto. 8. KEY MEASURES Moogsoft will put in commercially reasonable efforts to resolve all problems subject to the terms and conditions of this support agreement. The following measures will be put in place to support SLA adherence: Measure Meet Workaround deadline for Severity 1 incidents Meet Workaround deadline for Severity 2 incidents Monthly Goal 100% 100% Metric Formula Number of Severity 1 incidents opened in the period that meet this measure divided by the total number of Severity 1 incidents opened in the period. Number of Severity 2 incidents opened in the period that meet this measure divided by the total number of Severity 1 incidents opened in the period. 7

8 Measure Meet Resolution deadline for Severity 1 & 2 incidents Monthly Goal 95% Metric Formula Number of Severity 1 and 2 incidents opened in the period that meet this measure divided by the total number of Severity 1 and 2 incidents opened in the period. Note: All SLAs will be reported on a monthly basis (period is equal to one month). 9. SOFTWARE RELEASES AND QUALITY ASSURANCE Moogsoft will put in commercially reasonable efforts to resolve all problems subject to the terms and conditions of this support agreement. The following measures will be put in place to support SLA adherence: For software updates/fixes, Moogsoft will provide efforts to support the following: 1) Solution for defect fixes clearly explained to the End User 2) Release notes shared with the End User at the time the release is made available. For software quality assurance, Moogsoft will follow the steps below: 1) Requirements captured in case template and validated by customer. 2) Solution for every fix reviewed and finalized by Moogsoft senior engineering team. 3) Moogsoft internal test cases & results shared with the End User (as needed). 4) Moogsoft will support the End User release upgrades (via support from the End User). Moogsoft will oversee high level testing with actual data and share results with the End User. 5) The End User team(s) perform further validation before production release. 6) The End User team(s) to validate results immediately after production installation. 8