Terms and Conditions for Maintenance and Support Services
Effective Date: February 1, 2022
- “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.
- “Long Term Support (LTS) Release” means stable and secure Software made generally available by Imply to its end user customers who want to ensure stable workflows and applications and are not looking to be part of alpha/beta features of the Software. The LTS Release is designated by Imply by means of a change to the four-digit year to the left of a first decimal point and includes ‘LTS’ at the end (e.g.,2021.01 LTS >> 2022.01 LTS).
- “Short Term Support (STS) Release” means feature rich Software released by Imply to its end user customers with access to alpha/beta features and fine-grained feature flags and feature lifecycle control. The STS Release is designated, by Imply by means of a change to the two-digit month to the right of the first decimal point which represents the year (e.g., 2021.02 >> 2021.03).
- “Software” means the Imply Analytics Platform or other product as made available by Imply and defined in the Agreement.
- “Supported Software” means the then-current release of the Software. For on-prem or hybrid Software, the STS Release of the software is supported for one month, whereas a LTS Release of the software is supported for two (2) years from the release date. The first year of the release includes bug fixes and security patches and the second year after the release includes only important security patches.
- “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.
- “Alpha/Beta Features” means experimental or incomplete features of the Software, which are marked as experimental,alpha, beta or limited release in the documentation, and which may be made available to a limited set or all Customers by Imply, at its sole discretion, and prior to general commercial release, for use by Customer in its sole discretion.
2. Support Services
a. Imply shall provide Customer with the level of Support Services specified on an Order Form. If Support Services are not specified on an Order Form, or Customer pays monthly via credit card without a fixed term contract, Support Services are provided at the “Base” level and limited to public documentation, support forums and reasonable response technical support via the Customer Support Portal.
b. 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 support service level purchased by Customer. Support Services will be provided in English. The Support Portal provides 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.
c. Hours of Operation: Customer may submit support requests twenty-four (24) hours a day, seven (7) days per week.
d. Maximum Number of Monthly Support Issues (“Maximum Monthly Issues”): Customer’s number of support contacts and Maximum Monthly Issues is based on Customer’s support service level as set forth in the table below:
|Support Service Level||Number of Support Contacts||Maximum Monthly Issues|
e. Issue Prioritization & Initial Response Time Service Level Objective: 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 Definitions||Estimated Initial Response Times|
|Priority Level||Issue Priority Definition||Base 5×9||Standard 24×7||Critical 24×7|
|P1||A 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.||Best Effort||4 Hours||1 Hour|
|P2||A Priority Two Issue means (a) the production system is functioning with limited capabilities, (b) the production system is unstable with periodic interruptions, or (c) at the Mission Critical Support Level, there is an error in an application in development that is in final testing, or facing a critical time frame of going into production use.||Best Effort||1 Day||4 Hours|
|P3||A 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.||Best Effort||2 Business Days||1 Business Days|
|P4||A 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.||Best Effort||3 Business Days||3 Business Days|
Note: Issues with Third Party Software or with Alpha/Beta Features will be classified as Priority Three or Priority Four Errors only.
f. Updates and Maintenance Releases:
(i) Imply will use commercially reasonable efforts in accordance with the table in Section 2(g) below to provide an Update designed to solve or bypass a reported Issue. If such Issue has been corrected in a LTS or STS Release, Customer must install and implement the applicable LTS or STS Release; otherwise, the Update may be provided in the form of a temporary fix, procedure, or routine, to be used until a LTS or STS Release containing the Update is available.
(ii) Imply will make LTS or STS releases available to Customer if, and when Imply makes any such LTS or STS Release generally available to its customers.
g. 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.
h. 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|
|P1||Imply 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)|
|P2||Imply 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)|
|P3||Imply 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)|
|P4||Imply will triage the request, provide clarification where possible, and may include a resolution in a future LTS or STS Release.||Customer will be expected to provide information on use case and requirements for feature requests.|
i. 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 available LTS or STS Releases;
(iv) Customer has procured, installed and properly maintained all equipment, telephone lines, communication interfaces and other hardware necessary to operate the Supported Software;
(v) Customer has designated personnel resources to provide necessary diagnostic information until an Update or LTS or STS Release is made available; and
(vi) Customer agrees to receive communications via e-mail, telephone, and other formats, regarding the support services (such as communications concerning support coverage, Issues or other technical issues and the availability of new releases of the Software and training options).
j. Escalation: If Imply’s Response to an Issue is not received within the Estimated Response Time set forth in Section 2(e), Customer may escalate according to the following escalation process:
|Escalation Level||Resolution Owner||Escalation Trigger||Escalation Path|
|1||Imply Manager, Technical Support||Response is not received within the Estimated Initial Response Time||Add an issue comment with one of the terms; escalate or escalation|
|2||Imply Manager, Technical Support||Response is not received one hour of level 1 escalation||Customer to send email to escalations at imply.io|
|3||Imply Director of Support & Services||Response is not received within one hour of level 2 escalation||Customer to send email to escalationspager at imply.io|
Imply is not obligated to provide Support Services to Customer if:
(i) the Supported Software has been changed or modified (except if under the direct supervision of Imply) or damaged; 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;
(ii) the Issue is caused by any software not licensed or delivered through Imply;
(iii) Customer has not installed and implemented all available LTS or STS Release(s) for the Supported Software;
(iv) Customer has not paid the Support Services fees when due; or Customer has already submitted the Maximum Monthly Issues in the then-current calendar month.
l. Lifecycle Policy. Imply may, at its discretion, decide to retire its on-prem or hybrid version of its Software from time to time. The Imply Lifecycle Policy is set forth at https://docs.imply.io/en/support-terms.
m. Service Terms: These Support Service terms and conditions will automatically update to Imply’s then-current terms and conditions set forth at https://imply.io/subscription-support-maintenance-terms/ upon renewal of the Software subscription.