Software Support Service Schedule
1. Support Services. During the term of this Agreement and subject to the terms and conditions hereof and the Agreement, including payment of the applicable Support Fee described in the applicable Order Form, Company, if Customer purchases directly from Company, agrees to provide the following support services to Customer:
a. Company agrees to use prompt and commercially reasonable efforts to correct verifiable and reproducible Errors in the Software which are reported to Company by Customer in accordance with Company’s standard reporting procedures. For purposes of this Agreement, the term “Error” means any failure of the Software to function substantially as provided in the then current Documentation. The correction of Errors shall involve either a Software modification or addition that, when made or added to the Software, makes it capable of functioning substantially as provided for in the Documentation or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect on Customer of the Error. Company shall have no responsibility under this Agreement with respect to Errors in any version of the Software other than the most recent release thereof made available by Company to Customer pursuant to this Agreement, provided that Company shall continue to support a prior release for a reasonable period sufficient to allow Customer to implement the most recent release subject to Section 3 (Limitations of Support) below.
b. Company’s obligations under this Section 1 are conditioned upon proper use of the Software and shall not apply if Customer makes or permits any modification or alteration therein, or deviates from the operating procedures which are suggested by Company, or if an Error results in whole or in part from any neglect, accident or misuse by Customer or its employees or agents, or from any other equipment failure or failure to maintain a proper operating environment. If Company performs services to correct an Error and it is determined that the Error resulted in whole or in part from circumstances described in the preceding sentence, Company shall have the option to charge Customer a reasonable fee for such service in addition to the fee provided for Support Services, which fee shall be based on Company’s then standard rates for personnel, travel and other costs.
c. Company will provide a Help Desk and electronically-available support resources to support Customer’s and its Users’ use of the Software. The Help Desk and other support resources will be available as set forth in the then-current Documentation (available on the Company Legal Documents Resource Center on Company Support Center). The Help Desk provided by Company shall not be a substitute for proper training of Customer’s employees. Except in emergency situations, all telephone communications by Customer shall be made by Customer’s representatives designated by it from time to time for such purposes.
d. Company shall supply Customer with upgrades to the Software developed by Company which may contain error corrections and/or enhancements. For the avoidance of doubt, upgrade shall mean improvements to the Software provided hereunder and shall not include new products developed by Company. Upgrades provided to Customer pursuant to this Agreement shall in no event include source code. Customer is responsible for installing and deploying the upgrade unless Company is providing hosting services, in which case Company shall install and deploy the upgrade on behalf of Customer.
e. Company will provide regular routine system administration and maintenance for the Software components and Services hosted by Company. Planned maintenance will occur during the routine maintenance windows set forth in the Documentation. Company may also provide emergency maintenance as needed without prior notice to Customer. Company will monitor and administer hourly incremental and full weekly disk backup. Company will also monitor and administer weekly full backups with offsite storage with a 30 day retention period. Longer offsite retention periods are available, but will require additional costs for additional storage fees.