SOFTWARE SUPPORT SERVICES
This Software Support Services Schedule references and is made a part of the terms and conditions of the Master Services and License Agreement (the “Agreement”) by and between The Kaimon Group, DBA ScrapRight
(“Consultant”) and the (“Customer”). This Support Services Schedule sets forth certain support services to be performed by Consultant.
1. Term of Services: Customer must maintain Support Services under this Schedule for so long as the License remains in effect and is not terminated or cancelled by Customer or Consultant as permitted in the Agreement. The support services defined in this Schedule shall extend only to Software and shall not apply to any Hardware or any Third Party Products unless specified in Schedule A herein. The Support Services shall entitle Customer to Maintenance Releases but not to new Versions of the Software.
2. Definitions: The capitalized terms used in this Schedule will have the meanings as set forth in the Agreement. In addition, the following capitalized terms used in this Schedule will have the following meanings:
2.3 2.4 2.5
"ByPass" (or "Work Around") means a procedure by which Customer can avoid a reported problem by changes to the procedures followed or data supplied by the Customer when using the Software.
"Emergency Release" means a Maintenance Release that incorporates Fixes to one or more Priority 1 Error and/or Priority 2 Error reported to Consultant. Each Emergency Release will contain the following materials: (a) the revised code for the Software and (b) new or modified Documentation.
"Error" means a reproducible failure of the Software to perform in substantial conformity with the specifications set forth in the Documentation, whose origin can be isolated to a single cause.
"Fix" means the replacement of code comprising the Software or addition or replacements to Documentation to remedy a problem reported to Consultant.
"Maintenance Release" means any update, release, or other adaptation or modification of the Software, including any updated Documentation, that Consultant may provide to Customer from time to time during the Term, which may contain, among other things, Error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software, but does not include any New Version.
"Priority 1 Error" (or "Emergency") means the Software is unusable, produces incorrect results, or fails catastrophically in response to internal errors, user errors, or incorrect input files. The Software does not perform most of its documented functions. Performance is materially degraded.
"Priority 2 Error" (or "Detrimental") means the Software is usable, performs most, but not all of its documented functions.
"Priority 3 Error" (or "Inconvenient") means the Software is usable but due to an error does not provide the function in the most convenient way.
Consultant agrees to provide the “Support Services” described with respect to the Software as follows:
4.1 Consultant agrees to maintain the version of the Software licensed to the Customer in conformity in all respects with the Specifications and the Documentation. Consultant will use reasonable efforts to correct all Errors discovered by Customer or Consultant.
4.2 Software Maintenance. If Customer believes that there is an Error, Customer will notify Consultant, describing the Error in such detail as is necessary for Consultant to resolve the Error. Consultant will promptly investigate the Error and will advise Customer of Consultant's plans for corrective action. Consultant will remedy each Error, as follows:
4.2.1 Priority 1 Error (Emergency). Consultant will promptly respond and will use commercially reasonable efforts to provide a ByPass as soon as possible and a resolution to Priority 1 Errors within forty-eight (48) hours of receipt of an Error report. The resolution may be delivered as a ByPass or as an Emergency Release. Whenever practicable, Consultant will notify Customer of the ByPass verbally, over the telephone, followed by a written confirmation. If a satisfactory ByPass to a problem is not practicable, Consultant will provide an Emergency Release incorporating the appropriate Fix or Fixes for the problem within forty-eight (48) hours of the Error report. If a ByPass is provided which corrects the Error, the priority may be downgraded to Priority 3 Error.
4.2.2 Priority 2 Error (Detrimental). Consultant will use commercially reasonable efforts to provide a ByPass as soon as possible and resolution to a Priority 2 Error within five (5) business days of receipt of an Error report. If a ByPass is provided, the priority may be downgraded to Priority 3 Error.
4.2.3 Priority 3 Error (Inconvenient). Consultant will use commercially reasonable efforts to provide a Fix for problems designated as Priority 3 Errors prior to the next Maintenance Release.
The priority level of an Error reported will be determined by Consultant in its reasonable judgment based upon the information provided by Customer.
4.3 Support and Response Time. Consultant will provide a phone in service for Error report and resolution, which will be available during normal business hours. Consultant will provide e-mail and web-based service portals which will be available twenty-four (24) hours a day, seven
(7) days a week.
4.4 Maintenance Releases. Consultant will provide ongoing updates of the Software through
5. Compliance Additions:
5.1 Consultant agrees to provide Compliance Additions to the Software intended to permit Customer to configure the Software for any newly enacted law, ordinance or regulation directly pertaining to the intended function of the Software provided:
5.1.1 Customer is not in default under the Agreement, and is current on all payments for the Support Services described in this Schedule B;
5.1.2 Customer provides Consultant with a true and complete copy of the enacted law, ordinance or regulation;
5.1.3 The Compliance Addition can be implemented by Consultant through commercially reasonable modifications to the Software given the programming limitations of the Software; and,
5.2 5.3 5.4
5.1.4 The Compliance Addition will be developed and implemented on a schedule to be determined by Consultant.
Consultant shall not be responsible for the configuration of the Software to utilize any Compliance Additions, configuration of the Software shall be the sole responsibility of the Customer.
Consultant shall not be responsible for the purchase, support or training related to any hardware, third party software or any other equipment necessary to utilize a Compliance Addition.
Except as provided in this Agreement, all Compliance Additions are made without any warranty of any kind.
If Consultant's evaluation of a Customer reported Error reveals that the problem is not an Error, as defined in this Schedule, but is attributed to a Hardware failure then Customer's sole remedy will be in accordance with the warranty provided for that Hardware which, depending on the Hardware, may or may not require Consultant to service that Hardware or correct any hardware failure. Hardware warranted by Consultant is identified in Schedule A. Customer is advised that certain hardware, including, but not limited to, ATMs, are covered under third party warranties and services plans not administered by Consultant. Under no circumstances shall Consultant be liable for service of any Hardware unless expressly required to do so under the warranty for that Hardware. Customer shall provide Consultant with reasonable advance notice prior to seeking warranty assistance from such third parties and shall permit Consultant to facilitate same should Consultant desire to do so.