Subject to the end user’s (as identified on the applicable Commercial Agreement (“Customer”)) continued compliance with the Gluware, Inc. (herein referred to as “Company”) Standard Terms and Conditions of Sale, the Gluware EULA and the relevant Commercial Agreement, the following governs the Gluware Software Support & Maintenance terms of the Gluware® Software (as defined in the Gluware EULA) and associated Documentation (defined below) purchased, licensed and/or provided to or made available by Company for download by Customer.
Access to “Gluware Release(s)” meaning updates, upgrades, or other enhancements or modification to the Customer’s licensed Gluware Software, including any updated Documentation, that Company may provide, which may include, among other things; patches, scripts, error corrections, improvements or other changes to the user interface, compatibility, performance, efficiency or quality of the Gluware Software. Gluware Releases may be provided to Customer from time to time at Company’s discretion.
In the case of a Gluware Software subscription, Gluware Software Support & Maintenance is included for the Term listed in the Sales Order Details Section of the Commercial Agreement. The Gluware Software Support & Maintenance charges are non-refundable whether Customer cancels the Commercial Agreement, or the Company terminates the Commercial Agreement for cause. Except as provided in the Commercial Agreement, Company is not obligated to provide support beyond the end of the support term.
In the case of a Gluware Software perpetual license, Customer must purchase Gluware Software Support & Maintenance for a defined term in addition to their purchase of the perpetual licenses. Unless otherwise stated in Customer’s Commercial Agreement, the initial Gluware Software Support & Maintenance Term shall commence on the effective date (as defined in the applicable Commercial Agreement) and shall end one (1) year after said effective date. Customer’s Gluware Software Support & Maintenance charges are non-refundable whether Customer cancels the Commercial Agreement or the Company terminates the Commercial Agreement for cause. Except as provided in the applicable Commercial Agreement, Company is not obligated to provide support beyond the end of the support term.
Company provides software support according to a three-tier model as defined as follows:
Customer is required to establish and maintain the organization and processes to provide Tier 1 Support for the Gluware Software directly to Customer’s users. In the case of Customer hosted on-premises instances of the Gluware Software, Tier 1 Support shall include but not be limited to (i) a direct response to users with respect to inquiries concerning the network connectivity or performance of the Gluware Software running in the Customer’s hosted environment. In the case of either Customer hosted on-premises or Company’s SaaS hosted instances of the Gluware Software, Customer Tier 1 support should ensure that all end users have received appropriate training and that they have made reasonable efforts to solve operational issues by referencing appropriate training or reference materials and by consulting with Customers Technical Contact prior to escalating issues to Company.
Customer end users who experience issues, such as an inability to access their network or IT application errors, should make an initial request for help using Customer’s internal or outsourced IT helpdesk. The Customer’s Technical Contact should perform initial troubleshooting to determine the root cause of the problem and resolve or escalate to appropriate resources for problems with network connectivity, hardware and configuration issues.
If after reasonable commercial efforts Customer is unable to diagnose or resolve problems or issues for the Gluware Software, Customer’s Technical Contact may contact Company for Tier 2 Support. Customer’s Technical Contact shall use commercially reasonable efforts to provide Company with the necessary access (e.g., access to repository files, log files, or database extracts) required to provide Tier 2 Support.
Company provides Tier 2 Support for the Gluware Software. Tier 2 Support shall consist of (i) a diagnosis of problems or issues with Gluware and (ii) reasonable commercial efforts to resolve reported and verifiable errors in the Gluware Software so that it performs in all material respects as described in the associated Documentation.
Upon notification of a Tier 2 Support issue by Customer’s Technical Contact of Tier 1 Support, Company shall be responsible for additional troubleshooting to determine the root cause of the problem as it relates to any support services problem or defect. If the problem is determined to be a support services software defect, Company will further escalate to the Company’s Tier 3 Support for defect resolution and/or to provide an interim workaround.
Company may review service requests logged by Customer’s Technical Contacts and may recommend specific organization and process changes to assist the Customer with the above recommended standard practices.
Tier 3 Support will be available for resolving any defects found in the Gluware Software. Tier 3 Support is available to facilitate communication and resolution to complex issues, coordinating with the Customer and the Company development and TAC teams including any third-party vendor support, if required.
Upon notification of a Gluware Software support issue, Company will be responsible for troubleshooting to determine the root cause of the problem as it relates to the use of the Gluware Software. Cases are organized into the severity hierarchy shown in the table below.
|Severity Level||Response Time||Restoration and Recovery Services|
|Severity 1 - Urgent Severe business Impact. Site or service outage.||3 hours||Engineer(s) work on the issue until resolved. Cooperatively, if a suitable workaround is identified and can be implemented, the case may be downgraded to a Severity 2.|
|Severity 2 - High Medium impact. Service functional, but with degradation.||6 hours||Engineer(s) work on the issue during business hours until resolved. Cooperatively, if a suitable workaround is identified and can be implemented, the case may be downgraded to Severity 3.|
|Severity 3 - Normal Minimal operational impact.||3 Business Days||Engineer(s) work on the issue during business hours as appropriate and available.|
|Severity 4 - Low No operational impact.||3 Business Days||Engineer(s) respond to the issue. Company TAC will review and prioritize the issue as appropriate.|
For purposes of the table above, the following definitions apply:
Reasonable efforts will be made to respond to service requests per the severity level set forth in the guidelines above; however, Company’s failure to adhere to the times stated will not constitute a breach by Company. The guidelines are for informational purposes only and subject to change at Company’s discretion.
Customer may submit service requests via the support web portal, email or telephone as documented above in Section 2.
The service request severity level is selected by Customer, and may subsequently be adjusted by Company and shall be based on the following severity definitions:
Severity 1 – Urgent = Customer production use of the Gluware Software for the operation of their network is unavailable or so severely impacted that Customer cannot reasonably continue work. The unavailability of the Gluware Software prevents the deployment of new network equipment on the Customer network, or prevents maintenance activities on network equipment in the Customer network that results in a complete loss of service. The operation is mission-critical to Customer’s business and the situation is an emergency. A Severity 1 service request has one or more of the following characteristics:
Reasonable efforts will be made to respond to Severity 1 service requests within three (3) hours.
Except as otherwise specified, Company provides 24-hour support for Severity 1 service requests (Company will work 24×7 until the issue is resolved) when Customer remains actively engaged with Company working toward resolution of the Customer Severity 1 service request. Customer must provide Company with a Customer Technical Contact during this 24×7 period, either on-site or by phone, to assist with data gathering, testing, and applying fixes.
The Customer is requested to propose this severity classification with great care, so that valid Severity 1 situations obtain the necessary resource allocation from Company.
Severity 2 – High = Customer experiences a severe loss of service or functionality. Important features are unavailable with no acceptable workaround; however, operations can continue in a restricted fashion.
Severity 3 – Normal = Customer experiences a minor loss of service or functionality. The impact is an inconvenience, which may require a workaround to restore functionality.
Severity 4 – Low = Customer requests information, an enhancement, or documentation or usage clarification regarding the Gluware Software but there is no impact on the operation of the Gluware Software. The Customer experiences no loss of service. The result does not impede the operation of a system. There is no guarantee that requests for enhancements to the Gluware Software will be delivered.
The parties agree that Gluware Software support is intended to be provided to appropriate technical personnel using the Gluware Software to perform daily operation and administration of Customer’s network. Customer shall identify at least one Customer Technical Contact for Company’s records, and at least one of Customer’s Technical Contacts must be an administrator who coordinates and controls access for other contacts from Customer’s company. Customer’s Technical Contact must have, at a minimum, initial basic product training and, as needed, supplemental training appropriate for specific role or implementation phase, specialized product usage, and/or migration. Customer’s Technical Contact must be knowledgeable about the Gluware Software and Customer’s network to help resolve system issues and to assist Company in analyzing and resolving service requests. When submitting a service request, Customer’s Technical Contact must have a baseline understanding of the problem encountered and an ability to reproduce the problem to assist Company in diagnosing and triaging the problem. Company will provide Gluware Software support only to Customer’s Technical Contact(s). Customer may not use a single contact to act as a mere forwarding service for other personnel. Every Customer Technical Contact must be able to communicate in English and possess the relevant technical knowledge necessary to assist Company in performing the Gluware Software support contemplated under Gluware Software Support & Maintenance terms. Customer must promptly notify Company of any change in Customer’s Technical Contacts in writing. Customer shall allow one calendar week for processing by Company of any change in contacts.
Customer may designate two (2) Customer Technical Contacts as follows: a) one (1) primary and one (1) backup individual; or b) Customer may designate one (1) primary and up to a maximum of nine (9) backup individuals (“Customer’s Technical Contact(s).
The primary Customer Technical Contact shall be responsible for (i) overseeing Customer’s service request activity, and (ii) developing and deploying troubleshooting processes within the Customer’s organization. The backup Customer Technical Contacts shall be responsible for resolving user issues. A fee may be charged to Customer to designate additional Customer Technical Contacts.
For the avoidance of doubt, and notwithstanding anything to the contrary, delays or failures attributable to any of the following occurrences shall not be included in determining Company’s compliance with its obligations under the applicable Commercial Agreement. Company will have no obligation to provide Gluware Software Support & Maintenance for problems caused by or arising out of the following:
In the case of a perpetual license for the Gluware Software, Customer is responsible for ensuring their Gluware Software Support & Maintenance contract remains current. If Customer’s Gluware Software Support & Maintenance contract lapses, a reinstatement fee will be assessed. The reinstatement fee is 150% of the last annual Gluware Software Support & Maintenance fee Customer paid for the relevant Commercial Agreement. The reinstatement fee will provide Gluware Software Support & Maintenance for 12 months from the date of reinstatement.
In addition to the reinstatement fee described above, Customer must pay the Gluware Software Support & Maintenance fees for the lapsed support period; from the date technical support is ordered back to the date technical support lapsed.
Customers with an on-premises installation of the Gluware Software must install Gluware Releases as soon as practical after receipt. Customer acknowledges and agrees that any failure to install such Gluware Release may limit Company’s ability to provide Customer with Gluware Software Support & Maintenance and may limit the functionality, performance and/or operation of the Gluware Software. Company shall not be obligated to provide Gluware Software Support & Maintenance for any Gluware Release of the Gluware Software aside from the current and previous Gluware Release of the Gluware Software, excluding Patch Release(s) as defined below.
Update means a subsequent Gluware Release, which Company makes generally available to its supported Customers at no additional license fee, provided Customer has a current Gluware Software Support & Maintenance contract. Updates are provided when available at the discretion of the Company and will be made available to Customer for download.
Updates are designated by means of a change in the release/version number, as follows: i) in the digit to either the left of the first decimal point (e.g., software 2.0 becomes software 3.0); ii) to the right of the decimal point (e.g., software 2.0 becomes software 2.1); or iii) to the right of the second decimal point (e.g. software 2.0.0 becomes software 2.0.1). A change in the number to the right of the second decimal point denotes a “Patch Release” which provides software changes to remedy a defect that caused the prior Gluware Release not to operate in accordance with Company’s specifications.
Updates do not include any new features, capabilities, or applications of the Gluware Software that may from time to time be introduced, marketed, and sold as a distinct licensed product (as may be indicated by a product identifier or SKU). Company is under no obligation to develop any new features, capabilities, or applications.
Company may utilize collaboration tools (such as tools that enable Company, with Customer consent, to access the Customer computer system (e.g., web conferencing)) and software tools (such as tools to assist in the collection and transmission of configuration data) to assist with issue resolution. Some of the tools are designed to collect information concerning the configuration of the Customer computer environment (“tools data”) and not access, collect or store any personally identifiable information (except for Gluware Software Support & Maintenance contact information) or business data files residing in the Customer computer environment. By using the tools, Customer consents to the transmission of the Customer tools data to Company for the purposes of providing reactive and proactive Gluware Software Support & Maintenance services.
Some of the tools may be designed to connect automatically or on a periodic basis and Customer may not receive a separate notice upon connection. The Customer is responsible for maintaining the network connection through which the tools communicate tools data to Company. Use of the tools is voluntary; however, refusal to use the tools may impede Company’s ability to provide Gluware Software Support & Maintenance services to Customer.
If Company expressly states, within the tools Documentation, Gluware Software Support & Maintenance policies, a Commercial Agreement, or in a readme text file, that a tool is provided under separate license terms (“Separate Terms”) then the Separate Terms shall govern Customer’s access and use of such tool. Customer’s rights to use a tool or software licensed under Separate Terms shall not be restricted or modified in any way by Customer’s agreement with Company.