Software License & Service Agreement
IMPORTANT – PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AND SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. BY CLICKING ON THE “ACCEPT” BUTTON BELOW OR USING ANY SITRION SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO ANY OF THE TERMS OR CONDITIONS BELOW, YOU MUST NOT USE SITRION’S SOFTWARE AND YOU MUST CLICK ON THE “DO NOT ACCEPT” BUTTON TO DISCONTINUE THE INSTALLATION OR DOWNLOAD PROCESS. IN SUCH CASE, ANY AMOUNTS ALREADY PAID BY YOU SHALL BE REFUNDED.
This is a legal agreement between you and Sitrion for the Sitrion software (“Software”) and/or Services (as that term is defined below; the Software and the Services are collectively referred to as the “Sitrion Products”) listed on order that you have submitted and Sitrion has accepted (your “Order”).The term “you” means the individual person installing or using the Software on his or her own behalf; or, if the Software is being used, downloaded or installed on behalf of a company (the “Company”), “you” means that Company and the person using, downloading or installing the Software. If you are downloading or installing the Software on behalf of your Company, then you represent that you have the authority to do so on the Company’s behalf.
The “Software” includes modifications, updates, enhancements, associated media and printed materials listed on your Order and provided to you by Sitrion in its discretion or as part of the Services. “Documentation” means the user instructions and functional specifications relating to the function and operation of the Software available to you through Sitrion’s extranet site. The “Services” means any maintenance and support service(s), training, installation or other services listed on your Order. Each “User” is a person who has been authorized by you to use the Software, as provided in this Agreement.
All Orders are subject to and governed by the terms and conditions of this Agreement, regardless of whether the Orders reference this Agreement.. Any different or additional terms or conditions in any Order, proposal, acknowledgment form or any other document will be of no force or effect and will not become part of the agreement between you and Sitrion. If there is another signed, written agreement in place between you and Sitrion with respect to the Sitrion Products, then the terms and conditions of such agreement will prevail in the event of a conflict between the terms and conditions of such agreement and those of this Agreement.
1. Software License.
1.1 License Grant. Subject to the terms of this Agreement, to the extent that Software is included in your Order, Sitrion grants you a limited, non-exclusive, non-transferable, royalty-bearing, worldwide license to reproduce and execute the Software, in executable object code format only, as necessary to install the Software on your internal servers and to enable your Users to access and use the Software, in accordance with the Documentation and the limitations as set forth in this Agreement. You may reproduce the Software as reasonably required for backup and archival purposes, provided that each copy that you make includes all copyright and other proprietary notices that are on the original copy of the Software provided by Sitrion.
1.2 Restrictions. You acknowledge that the Software and its structure and organization constitute valuable trade secrets of Sitrion. Except as expressly permitted by this Agreement, you agree that you shall not, and you shall not permit your Users or any third party to: (a) modify, translate, or create derivative works of the Software or the Documentation; (b) sublicense, distribute, sell, use for service bureau use, for time-sharing use, for outsourcing use, as an application service provider or managed service provider environment, or as software as a service, lease, rent, loan, or otherwise transfer the Software or the Documentation to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (d) remove, alter, or obfuscate any copyright notices or other proprietary rights notices included in the Software or the Documentation; or (e) otherwise use or copy the Software or the Documentation except as expressly permitted hereunder.
2. Services. To the extent that Services are included in your Order, then subject to the terms and conditions of this Agreement (including without limitation your payment of the applicable fees set forth on the Order), Sitrion will perform those Services in accordance with its then-current policies applicable to such Services, which are available on Sitrion’s extranet site.
3. Registration. A user account may be required to download Software and/or access the Services. To open a user account, you must complete the registration process by providing Sitrion with current, complete and accurate information about yourself or the Company, and you must promptly update such information if it changes.Should Sitrion suspect that any such information is untrue, inaccurate, not current or incomplete, Sitrion has the right to either suspend or terminate your use of and your access to the Sitrion Products. If you are an individual, you represent that you are at least 18 years of age. You will be responsible for all activities that occur under your user name and password and therefore you should keep your password confidential. You agree to notify Sitrion immediately of any unauthorized use of your password or if you believe that your password is no longer confidential. Sitrion reserves the right to require you to alter your password if Sitrion believes that your password is no longer secure.
4. Fees and Payment. You or your Company agrees to pay all fees or charges to your account in accordance with your Order. Sitrion’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. Except at provided in this Section 4, all fees for the Sitrion Products are non-refundable. All invoices shall be due and payable within 30 days after the invoice date. If timely payment is not received or cannot be charged to your credit card for any reason, Sitrion has the right to either suspend or terminate your use of and your access to the Sitrion Products.
5. License Compliance Reporting. You will maintain accurate and complete records of all use of the Software in accordance with the terms of this Agreement. At Sitrion’s request, you shall deliver to Sitrion an active User report generated by the Software that reflects your then-current use of the Software. If the report reflects that your use of the Software exceeds the number of User licenses purchased by you, Sitrion will invoice you its then-current fees for that number of additional User licenses equal to the difference between the number of User licenses purchased by you and the number of Users reflected in the active User report.
6. Ownership. Sitrion Products are licensed, not sold, to you for your use only under the terms of this Agreement, and Sitrion reserves all rights not expressly granted to you. You own the media, if any, on which the Sitrion Products are recorded, but Sitrion retains ownership of all copies of the Sitrion Products. Sitrion alone will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Sitrion Products and you hereby assign such submissions to Sitrion free of charge. Sitrion may use such submissions as it deems appropriate in its sole discretion.
7.1 Limited Software Warranty. For a period of thirty (30) days after the date on which you accept the terms of this Agreement (the “Warranty Period”), Sitrion warrants that the Software, when used as permitted under this Agreement and in accordance with the instructions in the Documentation (including use in the systems environment specified in the Documentation), will operate substantially as described in the Documentation. Sitrion will, at its own expense and as its sole obligation and your exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible error in the Software reported by you to Sitrion during the Warranty Period. Any error correction provided hereunder will not extend the original Warranty Period.
7.2 Disclaimer of Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ABOVE IN THIS SECTION 7, SITRION HEREBY DISCLAIMS, ON BEHALF OF ITSELF AND ITS LICENSORS, ALL WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) RELATING TO THE SOFTWARE, THE DOCUMENTATION AND ANY SERVICES PROVIDED UNDER AN ORDER OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. SITRION DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL CODE.
8. Confidentiality. You acknowledge that Sitrion may provide technology and information regarding its business that Sitrion considers proprietary and confidential (the “Confidential Information”). For the avoidance of doubt, the Software, the Documentation, future product information, pricing and the terms and conditions of this Agreement shall be considered Confidential Information. During the term of this Agreement and for five (5) years thereafter, you agree that you will not use any Confidential Information for any purpose not expressly permitted by this Agreement, and you will maintain the Confidential Information in strict confidence. You will disclose Confidential Information only to your employees or contractors who have a need to know such Confidential Information for the purpose of exercising your rights or performing your obligations under this Agreement, and who are under a duty of confidentiality no less restrictive than your duty hereunder. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature and with no less than reasonable care. You shall have no obligation under this Section 8 with respect to any Confidential Information: (a) that was previously known to you free of any obligation to keep it confidential; (b) that is or becomes generally available to the public by other than unauthorized disclosure; or (c) that you receive from a third party whose disclosure does not violate any confidentiality obligation. In addition, you may disclose Confidential Information to the extent required by law or by the order of a court of similar judicial or administrative body, provided that you notify Sitrion of such required disclosure promptly and in writing and cooperate with Sitrion, at Sitiron’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. You acknowledge that your failure to comply with the provisions of this Section 8 shall result in irreparable harm to Sitrion or its suppliers for which a remedy at law would be inadequate, and therefore, in the event of the breach or threatened breach by you of your obligations under this Section 8, Sitrion shall be entitled to seek equitable relief in the form of specific performance and/or an injunction for any such actual or threatened breach, in addition to the exercise of any other remedies at law and in equity.
9.1 Your Indemnification. You agree to defend, indemnify and hold Sitrion, and its subsidiaries, affiliates, officers, agents, partners, and employees, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with your (or your Users’): (a) breach of this Agreement; and/or (b) access to or use of the Sitrion Products.
9.2 Sitrion’s Indemnification. Sitrion will defend at its own expense any action brought against you by a third party, to the extent that the action is based on a claim that the Software infringes any copyright or misappropriates any trade secrets, and Sitrion will pay those costs and damages finally awarded against you in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on you: (a) notifying Sitrion promptly in writing of such action; (b) giving Sitrion sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Sitrion’s request and expense, assisting in such defense. If the Software becomes, or in Sitrion’s opinion is likely to become, the subject of an infringement claim, Sitrion may, at its option and expense: (i) procure for you the right to continue using the Software; (ii) replace or modify the Software so that it becomes non-infringing and remains functionally equivalent; or (iii) if neither of the options set forth in subsections (i) or (ii) are commercially practicable, accept return of the Software, terminate this Agreement, in whole or in part, as appropriate, upon written notice to you. Notwithstanding the foregoing, Sitrion will have no obligation under this Section 9 or otherwise with respect to any infringement claim based upon (A) any use of the Software not in accordance with this Agreement; (B) any use of the Software in combination with products, equipment, software, or data not supplied by Sitrion if the infringement would have been avoided but for such combination; (C) any use of any release of the Software other than the most current release made available to you; or (D) any modification of the Software by any person other than Sitrion or its authorized agents or subcontractors. THIS SECTION 9.2 STATES Sitrion’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.
10. Limitation of Remedies and Damages. IN NO EVENT WILL Sitrion BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF Sitrion HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SITRION’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID BY YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMITATION. THE DISCLAIMERS, WAIVERS AND LIMITATIONS IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. SITRION DISCLAIMS ALL LIABILITY OF ANY KIND OF SITRION’S SUPPLIERS.
11. Basis of Bargain. Sections 7.2 (Disclaimer of Other Warranties) and 10 (Limitation of Remedies and Damages) set forth above are fundamental elements of the basis of the agreement between Sitrion and you. Sitrion would not be able to provide the Sitrion Products on an economic basis without such limitations.
12. Consumers Located Outside the United States. If you are located outside the United States and you are a consumer, i.e., a person acquiring goods otherwise than in the course of a business, the limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice your statutory rights. The limitations or exclusions of warranties and remedies contained in this Agreement shall apply to you only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located.
13. Term and Termination. This Agreement is effective on the earlier of the date you download, install, or start using a SitrionProduct and shall continue for as long as you pay the required fees, unless this Agreement is terminated earlier by either party pursuant to this Section 13 or terms of your Order. Sitrion may terminate this Agreement immediately upon notice to you in the event of (a) your breach of this Agreement, (b) request(s) by law enforcement or other government agencies, (c) discontinuance of or material modification to the Sitrion Products (or any part thereof), or (d) regulatory changes. You may terminate this Agreement per the terms of your Order. In the event of any expiration or termination of this Agreement, (i) any amounts owed to Sitrion under this Agreement will be immediately due and payable; (ii) all licensed rights granted in this Agreement will immediately cease to exist; and (iii) you must promptly discontinue all use of the Software and Documentation, erase all copies of the Software and Documentation from your computers, and return to Sitrion or destroy all copies of the Software and Documentation on tangible media in your possession or control. Sitrion shall not be liable for any termination of your account or of your access to the Sitrion Products. Upon termination of this Agreement, the following sections of this Agreement will survive remain in effect: 4, 5, 7.2, 8, and 10-18.
14. United States Government Users. The Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all United States Government end users acquire the Software with only those rights set forth therein.
15. Local Laws and Export Control. The Sitrion Products and related technology are subject to United States export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all applicable export and import laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import the Sitrion Products and related technology, as may be required. You will indemnify and hold Sitrion harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this Section 15.
16. Modifications. Sitrion reserves the right to change the terms and conditions of this Agreement at any time, and shall notify you by posting an updated version of this Agreement at /license.aspx. You are responsible for regularly reviewing these terms.Your continued use of the Sitrion Products after any such changes shall constitute your consent to such changes. Sitrion shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sitrion Products.
17. Miscellaneous. Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and the United States without regard to the conflict of laws provisions therein. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in Colorado, with sole venue in the courts located in Denver County and each party hereby submits to the personal jurisdiction of such courts. In the event any proceeding or lawsuit is brought by Sitrion or you in connection with this Agreement, the prevailing party in such proceeding or lawsuit shall be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Sitrion Products or this Agreement must be filed within one (1) year after such claim or cause of action arose or such claim or cause of action will be barred. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The failure of Sitrion to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice intended to have legal effect: (1) from Sitrion to you may be provided by email, postal mail, or custom feed, (2) from you to Sitrion must be sent by postal mail to Sitrion.; Attn: Chief Financial Officer; 1999 Broadway, Suite 1200, Denver, Colorado, 80202. This Agreement and your Order constitute the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled.
QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org.
THE SITRION PRODUCTS ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
MAINTENANCE AND SUPPORT
1. SITRION MAINTENANCE AND SUPPORT OVERVIEW
Sitrion will provide support services to Customer in the resolution of technical issues encountered with the operation, and questions pertaining to use, of the licensed Software (“Technical Support”). More specifically, Technical Support provides post-implementation maintenance once the Software has undergone the implementation process executed by Sitrion Professional Services and the Software is in an operational production environment.
Customer is eligible for Technical Support so long as the terms and fees associated with the Maintenance of Software are maintained current (“Maintenance Subscription”). Technical Support takes effect the date of agreement to procure the Software and runs a time period specified in the contract agreement. Renewal of the Maintenance Subscription will be initiated by Sitrion in advance of the subscription termination date, and much be renewed by Customer prior to expiration to maintain Technical Support.
1.3 Methods of Contact
As a final step in the implementation process, the Sitrion Technical Support Team will be introduced to Customer through a formal conversation to review the specifics of this Agreement and expose Customer to Technical Support processes, procedures and team members (“Introduction to Support”). Customer may contact Sitrion for Technical Support via telephone (“Phone Support”), email (“Email Support”), or the Sitrion extranet (“Extranet Support”). Sitrion maintains a self-service knowledge repository on the extranet, therefore use of and contact via the extranet are preferred, but contact through any available mode is permitted.
1.4 Hours of Operation
Technical Support hours of operation are 7:00 am Mountain Time through 6:00 pm Mountain Time, Monday through Friday, exclusive of Sitrion holidays within North America. For Asia Pacific, Support hours are 8:00 am Australian Eastern Time through 5:00pm Australian Eastern Time. In Europe, Support hours are 8:00 am Central European Time through 5:00pm Central European Time. Issue resolution during this time period will be governed by the Issue Remediation Process described below in Section 2. Additionally, extended service hours may be procured via Sitrion’s Premium Support Offering described below in Section 6.
1.5 Additional Support
Any additional support-related assistance provided to Customer by Sitrion, beyond contracted Phone, Email, and Extranet Support, shall be managed via Sitrion’s Professional Services organization and charged at then-current services rates. Examples of this assistance include, but are not limited to, system integration, custom programming, data conversion, training and documentation services, system recovery, data recovery, upgrade planning and execution, migration planning and execution and solution or best practice consulting.
2 ISSUE REMEDIATION PROCESS.
2.1 Duty to Remediate.
Upon receipt of a notification ticket from Customer of a Priority Level 1, 2 or 3 Issue (as defined below), Sitrion shall assign a qualified technical resource (“Support Engineer”) to remediate the Issue. The Support Engineer will serve as Sitrion’s primary contact with Customer for such Issues and will be responsible for the remediation of such Issues in the timeframes set forth in Response Times to Issue Errors below. Sitrion shall use commercially reasonable efforts, during the Support Hours, to remedy any reproducible Priority Level 1 or 2 Issues in the Software reported by Customer.
“Issue” means a material failure of the Software to conform to its functional specifications as described in the reference documents provided with the Software (the “References”), which failure is demonstrable in the environment for which the Software was designed and causes it to be inoperable, to operate improperly, or produces results different from those described in the References. The specific Priority Levels are set forth below. Any failure resulting from Customer’s negligence or use of the Software not in accordance with the Software License Agreement or References, breach by Customer of the Software License Agreement or in combination with any third party software not provided by Sitrion, shall not be considered a Issue for which Sitrion shall be responsible for any corrective efforts.
2.3 Priority Levels.
Upon notice from Customer of a Issue in an operational production environment, Sitrion shall, with input from Customer, classify such Issue according to the following Priority Levels and use commercially reasonable efforts to remedy such Issues as set forth herein.
Priority Level 1. A “Priority Level 1” Issue occurs if the Software materially fails to conform to the functional specifications set forth in the References and Customer is unable to operate the Software without a fix to the Issue or a work-around solution provided by Sitrion, and such Issue renders use of the application inoperable.
Priority Level 2. A “Priority Level 2” Issue occurs if the Software contains major functional failures to conform with the References and is shown to have a demonstrable impact on Customer operation , and for which Customer is able to work around but the Software can only be used to a limited degree (partial or limited functionality).
Priority Level 3. A “Priority Level 3” Issue occurs if the Software contains incorrect logic, incorrect descriptions, or functional issues which Customer is able to work around, or where a temporary correction has been implemented (fully functional but needs improvement).
Priority Level 4. A “Priority Level 4” Issue occurs if the Software contains cosmetic minor flaws or if Customer has a suggestion for an enhancement to the product in which there is little or no impact Customer’s use of the software in accordance with its intended design.
2.4 Response Times to Issue Errors
Sitrion will respond and remediate Issue submissions from Customer based on Priority Level. The table below reflects the time anticipated before Customer can expect an acknowledged response and issue resolution from Sitrion, and if not executed, to engage the escalation Contacts.
|Class of Error|
|Response||Priority Level 1||Priority Level 2||Priority Level 3||Priority Level 4|
|Initial Response||1 hour||2 hours||1 day||1 day|
|Status Updates||Every 2 hours||Every 1 day||As agreed upon||As agreed upon|
|Resolution Plan||Within 1 day of identifying root cause|
* Response times are business hours (e.g. 1 day = 8 business hours)
2.5 Escalation Contacts and Path
Below is the appropriate escalation path and Sitrion contacts to be utilized in the case the contracted Sitrion support response times have been missed. Actual contact data will be the provided during Customer’s Introduction to Support.
Level 1- Enterprise Support
Level 2- Senior Support Engineer
Level 3- Director of Enterprise Technical Support
Level 4- Senior Director/ VP of Enterprise Technical Support
3 PRODUCT UPGRADES
3.1 Customer Eligibility
So long as Customer is current with Sitrion’s Maintenance Subscription, Customer is entitled to receive new Versions (as defined below) of the Software when, and as, Sitrion makes them available, either on physical media or via a download service, as determined by Sitrion.
3.2 New Versions
Each version of a Software Module will be designated with a version number of the form XX.YY.ZZ. A new Minor Version is a version of a Software Module with a higher number in the YY or ZZ position but the same number in the XX position. A new Major Version is a version of the software with a higher number in the XX position.
3.3 Supported Versions
Sitrion will provide Technical Support for the current Generally Available (“GA”) release and two Minor Version release prior to the GA release. Sitrion will receive Issues from customers on an unsupported version of the software, and to the extent possible, provide environmental troubleshooting and assistance based on known issues. However, Sitrion will not conduct technical product investigation, nor provide patch fixes, to unsupported versions of the application. Additionally, when needed, Sitrion may require Customer to upgrade to a supported version of the application to continue troubleshooting.
3.4 Support of Upgrades
Support services for Software upgrade projects in Complex (Nonstandard, Customized) SharePoint environments are outside the scope of Technical Support, as the process of upgrading is impactful of non-production operational systems. As such, Sitrion is not obligated to provide Technical Support during the upgrade project. Support services for an upgrade project are available through Sitrion Professional Services. Support services for Software upgrade projects in Standard (Out of Box) SharePoint environment are supported by Technical Support during normal ‘Hours of Operation’ (Section 1.4)
4 EXCLUSIONS FROM SUPPORT
4.1 Unsupported Software Use
Sitrion is not required to provide any Technical Support relating to issues arising out of: (a) use of the Software in a manner not specified in the Software License Agreement or References; (b) accident, negligence or misuse of the Software; or (c) alterations or modifications to the Software by anyone other than Sitrion.
4.2 Services Provided Via Sitrion Professional Services
As described in Section 1 and Section 3, support services for Customer conducting system integration, custom programming, data conversion, training and documentation services, system recovery, data recovery, upgrade planning and execution, migration planning and execution and solution or best practice consulting will be provided through Sitrion Professional Services.
4.3 Custom Developed Components
Functional capabilities, user interface, or system integration designed, developed or integrated with the Software (“Custom Components”) by Sitrion, its affiliates, or any third party, which is not delivered as part of the Software License Agreement are not covered under Technical Support. Custom Components, once developed, represent a support burden to be incurred by Customer both in operation and compatibility with future Software Versions.
5 CUSTOMER’S RESPONSIBILITIES
5.1 Internal Compatibility
Customer is responsible for maintaining access to and internal compatibility with all Versions set forth herein and in Version specific References. Customer is exclusively responsible for the supervision, management, backup, security, and control of all aspects of Customer’s information technology systems. Customer shall provide Sitrion with full, good faith cooperation and such information as may be required by Sitrion in order to perform the Technical Support, and Customer shall provide Sitrion with: (1) specific detailed information concerning Customer’s use of the Software as maybe required for the performance of Technical Support; and (2) all necessary computer services information and access to key personnel needed to provide the support. If Customer fails or delays in its performance of any of the foregoing responsibilities, Sitrion shall be relieved of its obligations here under to the extent such obligations are dependent upon such performance.
5.2 Designated Customer Contact.
Customer shall appoint one (1) employee of Customer with sufficient knowledge, having previously attended Version specific Sitrion provided training, of the Software to serve as the sole contact with Sitrion for purposes of receiving Technical Support (a “Designated Customer Contact”). Customer may change such Designated Customer Contact from time to time by written or electronic mail notice to Sitrion, provided that such Designated Customer Contact has sufficient knowledge, having previously attended Version specific Sitrion provided training, of the Software. All Technical Support shall be conducted in English and only through the Designated Customer Contact. Sitrion shall not be required to provide Technical Support to, or otherwise communicate with, any person other than the Designated Customer Contact. Customer acknowledges that all of Customer’s authorized users should direct inquiries to the Designated Customer Contact. Sitrion may, at its own discretion, respond to inquiries from authorized users other than the Designated Customer Contact. Such response in no way shall establish agreement by Sitrion to handle inquiries from anyone except the Designated Customer Contact.
6 PREMIUM SUPPORT
6.1 Premium Support Overview
If desired, Customer may purchase additional Technical Support, described herein as “Premium Support”, which will be noted in Customer License Agreement. Premium Support provides extended support offerings to customers finding Technical Support insufficient for regular operational needs.
6.2 Extended Support Hours for Priority Level 1 Issues
Customer shall receive a direct phone number to contact Technical Support regarding ‘Priority Level 1 Issues’. Technical Support will be available 24/7/365 to triage and resolve any Priority Level 1 issues. If issue is identified as anything other than a Priority 1 outage, Technical Support will resume support during normal Hours of Operation (1.4).
6.3 After Hours Support of Customer Upgrades
Sitrion will provide a Support Engineer (On Call) for scheduled Social Sites upgrades in customers Production environment. Customer shall provide Sitrion with a minimum of 2 weeks’ notice of scheduled upgrade, and will be provided the on call 800 number to call for any technical issues during upgrade. Issues identified, other than Priority 1, will be logged and worked with customer next business day (Standard Support Hours).
6.4 Quarterly Environment Health Check
Sitrion will facilitate a quarterly conference call (1 hour duration) to review customer’s environment (Software and Hardware) (“Health Check”). Health Check will include a review of current environment configurations and architecture, as well as any changes or modifications since the previous Health Check. Sitrion will run performance diagnostics to ensure Software is functioning optimally in Customer’s environment, and validate compatibility with GA Versions of Software.
6.5 Quarterly Case Review
Sitrion will facilitate a quarterly conference call with the purpose of reviewing Issues identified in the previous 90 days, discussing resolution procedures, Customer satisfaction, and improvement opportunities (“Case Review”). Case Review will provide a detailed analysis of Sitrion’s support and maintenance performance, identify bottlenecks in support processes, and suggest recommendations to improve performance through process, systems and procedural enhancements.
6.6 Product Management Roadmap Discussion
Customer will be invited to participate in formal conversations with Sitrion Product Management to discuss upcoming releases of products and services, review features, functions and capabilities of those products and services, and provide input into product and service improvement possibilities (“Roadmap Discussion”). Participation in a Roadmap Discussion does not guarantee inclusion of Customer suggestions in future releases, but rather provides direct visibility to and from Sitrion of Customer requests and product plans.