Support and Maintenance Terms – August 1 2020

Terms and Conditions for Maintenance and Support Services

Effective Date: August 1, 2020

1. Definitions
  • “Business Day” means Monday through Friday in Customer’s local time zone.
  • “Business Hours” means 9:00 a.m. to 5:00 p.m. on Business Days.
  • “Customer Representative” means the individual employee of Customer that submits an Issue via email or the Support Portal.
  • “Issue” means a failure of the Supported Software to conform to the specifications set forth in the Documentation, resulting in the inability to use, or material restriction in the use of the Supported Software.
  • “Maintenance Release” means a revision of the Software made generally available by Imply to its end user customers generally to correct Issues in the Software, Documentation or to maintain the operation of the Software in accordance with the Documentation.
  • “Major Release” means a revision of the Software released by Imply to its end user customers generally that introduces materially new functionality and features, designated by Imply by means of a change to the digit to the left of a first decimal point (e.g., Software 3.0 >> Software 4.0).
  • “Software” means the Imply Analytics Platform and its underlying components as defined in the Agreement.
  • “Supported Software” means the then-current Major Release of the Software, and the prior Major Release of the software, with the latter being supported for one year after the date from which it is superseded by the then-current Major Release.
  • “Update” means either a software modification or addition that, when made or added to the Supported Software, corrects the Issue, or a procedure or routine that, when observed in the regular operation of the Supported Software, eliminates the practical adverse effect of the Issue on Customer.
2. Support Services

a. Customer Support Portal: Imply shall provide the Support Services through its online Customer Support Portal (“Support Portal”) which will be designed to enable submission of support requests at the times applicable to the Subscription Tier purchased by Customer. The Support Services will be provided in English. The Support Portal will provide email and web form support. For Priority Level 1 and Priority Level 2 issues, Customer shall report the Issue to Imply via the Support Portal initially, while Priority Level 3 and Priority Level 4 Issues may be filed initially via email. All telephone support discussions, if necessary, will be scheduled in advance at a time mutually agreed by the parties and for durations and at a frequency that is commercially reasonable for Imply. Telephone discussions will only be scheduled for Issues previously documented within the Support Portal.

b. Hours of Operation: Customer may submit support requests twenty-four (24) hours a day, seven (7) days per week.

c. Maximum Number of Monthly Support Issues (“Maximum Monthly Issues”): Customer’s number of support contacts and Maximum Monthly Issues is based on Customer’s subscription level as set forth in the table below:

Subscription LevelNumber of Support ContactsMaximum Monthly Issues
Professional 310
Mission Critical10Unlimited

d. Issue Prioritization & Initial Response Time SLAs: When a Customer Representative reports an Issue to Imply technical support via the Support Portal, Imply shall reasonably determine the priority level of the Issue pursuant to the following definitions and take the following actions:

Issue Priority Definitions & Initial Response Times

Issue Priority DefinitionsEstimated Initial Response TimesMaximum Monthly Issues
Priority LevelDefinitionProfessional, 8 x 5Enterprise 24 x 7Mission Critical 24 x 7
P1A Priority One Issue means the (a) production system is severely impacted or completely shut down, or (b) production system operations or mission-critical applications are down.1 Business Day4 Hours1 Hour
P2A Priority Two Issue means (a) the production system is functioning with limited capabilities, (b) the production system is unstable with periodic interruptions, (c) there is an error in an application in development that is in final testing, facing a critical time frame of going into production use or (d) due to an Issue development efforts cannot proceed, for an application in development.2 Business Days1 Day4 Hours
P3A Priority Three Issue means there (a) are errors with workaround solutions in fully operational production systems, (b) there are errors in non-critical functions, (c) there is a time sensitive concern affecting performance or deliverables, or (iv) a major subsystem under development cannot proceed due to an Issue.3 Business Days2 Business Days1 Business Day
P4A Priority Four Issue means there (a) is a need to clarify procedures or information in documentation, (b) there is a request for a product enhancement or new feature, (c) cosmetic or non-functional issues; or (d) Issues in Documentation.4 Business Days3 Business Days2 Business Days
Note: Issues with Third Party Software will be classified as Priority Three or Priority Four Errors only.

f. Response Definition: A “Response” is an initial reply to the reported Issue. A Response may be in the form of an automated acknowledgement of receipt, and may not constitute a resolution. The Response times set forth herein shall be measured by the elapsed time between the receipt by Imply via the Support Portal of a reported Issue and the time when Imply begins to address such Issue, including by providing a verbal or written confirmation to Customer thereof. The actual time required to fully resolve the Issue, if such full resolution occurs, may be longer than the Response time set forth herein. Customer understands and agrees that resolution of an Issue is not guaranteed and may not occur.

g. Imply Actions and Customer Responsibilities: After Customer informs Imply of a new Issue, Imply will take the following actions provided Customer has satisfied the following corresponding responsibilities:

Imply Actions & Customer Responsibilities

Priority Imply Actions Customer Responsibilities
P1Imply will: (a) assign specialists to correct the Issue; (b) provide ongoing communication on the status of an Update or Issue resolution; and (c) simultaneously begin work to provide a temporary workaround or fix.All responsibilities in Section 2(h) below
P2Imply will: (a) assign specialists to correct the Issue; (b) provide ongoing communication on the status of an Update or Issue resolution; and (c) simultaneously begin work to provide a temporary workaround or fix.All responsibilities in Section 2(h) below
P3Imply will use resources available during local Business Hours until the Issue is resolved or a workaround is in place. For Issues in Third Party Software, Imply will use reasonable efforts to liaise with the applicable project steward.All responsibilities in Section 2(h) below
P4Imply will triage the request, provide clarification where possible, and may include a resolution in a future Maintenance Release.Customer will be expected to provide information on use case and requirements for feature requests.

h. Customer Responsibilities: Imply’s obligation to provide Support Services is conditioned upon Customer satisfying the following responsibilities:

(i) Customer has made reasonable efforts to resolve the Issue before reporting the Issue to Imply, including having the Issue reviewed by the Customer Representative;

(ii) Customer has provided Imply with sufficient information, including any reproducible test cases requested by Imply;

(iii) Customer has installed all Maintenance Releases;

(iv) Customer has procured, installed and properly maintained all equipment, telephone lines, communication interfaces and other hardware necessary to operate the Supported Software; and

(v) Customer has designated personnel resources to provide necessary diagnostic information until an Update or Maintenance Release is made available.

i. Escalation: If Imply’s Response to an Issue is not received within the Estimated Response Time set forth in Section 2(d), Customer may escalate according to the following escalation process:

Escalation Level Resolution Owner Escalation Trigger Escalation Path
1Imply Manager, Customer OperationsResponse is not received within the Estimated Initial Response TimeCustomer to send email to escalations at
2Imply Director of Support & ServicesResponse is not received within twice the Estimated Initial Response TimeCustomer to call +1 415 685 8187
3. Exclusions

Imply is not obligated to provide Support Services to Customer if:

(a) the Supported Software has been changed or modified (except if under the direct supervision of Imply) or damaged;

(b) the Issue is caused by Customer’s negligence, hardware malfunction, the configuration of the platform or datacenter, network latency or causes beyond the reasonable control of Imply;

(c) the Issue is caused by any software not licensed or delivered through Imply;

(d) Customer has not installed and implemented all available Maintenance Release(s) for the Supported Software;

(e) Customer has not paid the Support Services fees when due; or

(f) Customer has already submitted the Maximum Monthly Issues in the then-current calendar month.

These Terms and Conditions were last modified on 1 August 2019

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