This document describes Otorio Ltd. (the “Company”) support and maintenance policy (the “Policy”) for Licensees of its Software. To be entitled to receive support and maintenance services, the Licensee must be properly licensed.
1 Definitions
In this Policy, the following terms shall have the meanings given below:
“Business Day” means Monday through Friday 08:00-17:00 GMT, excluding public or national holidays in Israel.
“Contact” means a person authorized by Licensee to serve as a point of contact and designated by it to communicate with the Company and to request and receive support for the Software. The person designated must have appropriate authorization to all the systems for which access is necessary to help diagnose and attempt to resolve an Issue.
“Correction” means the use of reasonable commercial efforts to resolve an Issue. ‘Correction’ includes, but is not limited to, workarounds, support releases, Updates and patches.
“End of Life” means that the Software version is no longer supported by the Company, as such will be forwarded directly to Licensee according to Licensee’s contacts details.
“Issue” means a technical question or problem, which Licensee has with respect to the Software. The Company does not consider general questions about the Software to be an “Issue” under this Policy. Nor does it consider questions relating to Software familiarization training, Software integration, or other consulting or linguistic services activities to be “Issues”.
“Designated Equipment” means the hardware and software prerequisites needed to run the Software, as approved by The Company.
“Level 1 Support” means: (i) opening a Report and gathering basic information on the Issue, (ii) solving basic support Issues, and (iii) response to general questions with respect to the Software, such as questions on the required Designated Equipment, how to install the Software and similar questions.
“Level 2 Support” means: (i) a diagnosis of Issues, and (ii) reasonable commercial efforts to resolve reported and verifiable errors in the Software so that such Software performs in all material respects as described in the associated documentation.
“Level 3 Support” means providing Software enhancements such as patches and fixes or generating workarounds that address Software bugs; work with Licensees to resolve critical situations that requires involvement of the Company R&D team.
“Licensee” means the entity who ordered Software licenses either from the Company or from an authorized channel (i.e., distributor, OEM, etc.) of the Company, and whose license to the Software has not terminated or expired.
“Software” means the object code version of the Company computer program under the license with the Licensee, including the install and configuration files (which are text files). The Software shall also include any, Updates, revisions, modifications, additions, corrections and fixes of the Software which the Company provided Licensee pursuant to the terms and conditions set forth in the Purchase Order.
“3rd Party Products” means third party products, including open source software and commercial software which are (or will be) bundled, integrated or distributed with the Software.
“Purchase Order” means the purchase order between the Company and Licensee or the authorized channel for the limited license of the Software.
“Report” means a report by Licensee to the Company of an Issue requesting the Company to assist in resolving it. Each report will be assigned with a report identification number within The Company's support report tracking system. Licensee is expected to use the assigned support ticket number for all communication relating to that specific Issue.
“Update” means a minor release of the Software, which is made available to all the Licensees. Typically such release will provide various bug fixes for a particular version of the Software, and typically does not contain new features or functionality.
“Upgrade” means a major release of the Software, which is made available to all the Licensees. Typically such release will contain significant new or improved functionalities.
2 Scope
2.1 This Policy describes The Company’s support and maintenance policy for its Software licensed from the Company which are mentioned in the Purchase Order.
3 Maintenance
3.1 From time to time during the term set forth in the Purchase Order the Company may release Updates and Upgrades to its Software (if it determines in its sole discretion that such is necessary).
3.2 The Company will notify its Licensees of the release of the Updates and Upgrades.
3.3 The Company will have no liability for any changes in a Licensee's hardware, software, or other systems which may be necessary to use the Software due to the installation of an Upgrade or Update.
3.4 To be entitled to continue to receive maintenance and support hereunder, Licensee must install the Updates and Upgrades that were designated as “critical” by the Company no later than 90 days of being notified of their release. Accordingly, if an Issue is resolved by such Upgrade or Update, which the
Licensee failed to install, Licensee will not be entitled to receive support in respect of such Issue, and the Company may charge the costs of such Issue reporting.
4 Support - General
4.1 The Company will only be obligated to provide maintenance and support during the term set forth in the Purchase Order, and when the Software is operated on or in connection with supported Designated Equipment and 3rd Party Products, that were provided by the Company or that are supported by the Software (as stated in the technical documentation). If the Designated Equipment support or 3rd Party Product support is retired or discontinued, the Licensee may be required by the Company to upgrade or replace the Designated Equipment or 3rd Party Products that are no longer supported in order to continue receiving Support.
4.2 Subject to Section 3.3 above, Support is provided for Issues that are demonstrable in the currently supported release(s) of the Software, running unaltered, and on an approved Designated Equipment.
4.3 If after reasonable commercial efforts to resolve an Issue Licensee is unable to resolve it, Licensee may contact the Company for support by opening a Report.
4.4 To help resolve an Issue Licensee must allow the Company personnel remote access to its server (e.g., access to repository files, log files, or database extracts) with an option to control the server remotely, and other reasonable means of Issue investigation.
4.5 The Company cannot guarantee that any data provided by Licensee will be handled in compliance with all regulatory standards applicable to such data so sent. Accordingly, Licensee should not provide the Company with any data that is subject to any laws or governmental regulations that prescribe special handling requirements, including but not limited to any health, payment card, or other sensitive data.
If Licensee does not allow remote access (or is unable to provide such access) then this Policy is inapplicable to it, and Licensee should inquire with the Company whether the Company is willing and able to provide it with on-site support. Licensee should be aware that if the Company is willing and able to provide on-site support it will do so for an extra charge to be agreed between it and Licensee.
4.6 Under no circumstances will the Company be liable for any loss of data, time, damages, or any other type of issues due to such remote access into Licensee’s system.
4.7 The Company does not guarantee nor undertake that it can resolve all Issues, or provide corrections.
4.8 After the Software reaches its End of Life, the Software will no longer be supported and any use thereafter is performed at the Licensee's own risk.
4.9 For the avoidance of doubt and without limitation, the Company's support services do not include: (a) on-site support, (b) help with the installation of the Software; nor (c) any help with a requested customization of the Software.
4.10 Unless provided otherwise, all maintenance and support will be provided in English.
5 Fees
5.1 The fees payable by the Licensee for the maintenance and support services described hereunder shall be in accordance with the Purchase Order (as such term is defined in the applicable license agreement between The Company and the Licensee).
6 Contacts
6.1 Licensee may designate up to two (2) employees as its Contacts, and notify the Company of their names and contact details. To avoid interruptions in support services, Licensee must notify the Company whenever technical contact responsibilities are transferred to another individual.
6.2 Licensee’s Contacts must be knowledgeable about the Software, the Designated Equipment and the Licensee’s infrastructure in order to help diagnose and resolve Issues and to assist the Company's personnel in analyzing and resolving Issues.
6.3 When opening a Report, Licensee’s Contact must have a baseline understanding of the Issue and an ability to reproduce the problem in order to assist the Company in diagnosing and triaging the problem.
7 Opening a Report
7.1 When opening a Report Licensee must provide sufficient and detailed information for the Company to reproduce the Issue. Failure to provide this minimum sufficient information may cause delays in responding to the opened Issues.
7.2 Licensee agrees to use reasonable efforts to assist the Company in its efforts to find corrections to Issues reported by Licensee, and to provide follow-up information, including but not limited to:
7.2.1 Provide background information;
7.2.2 Describe any troubleshooting steps taken by Licensee;
7.2.3 Describe, if applicable, any changes to the Software environment;
7.2.4 If requested, submit validated log, configuration and other files for; analysis
7.2.5 Provide timely and accurate responses to the Company’s requests;
7.2.6 Provide timely feedback on fixes and recommendations;
7.2.7 Provide requested documentation on Licensee network, and other supported environments;
7.2.8 Provide access to third party vendor support as required;
7.2.9 Provide all documentation requested by the Company technical support personnel in relation to Issues reported; or
7.2.10 Provide access to all networking statistics that may be requested by the Company in relation to Issues reported.
7.3 Reports may only be opened by Licensee's Contacts, and the Contacts are and shall be the sole liaisons between Licensee and the Company personnel.
7.4 Throughout the Issue resolution process, Licensee must respond to any requests from the Company for information in a timely manner including assistance in identifying and diagnosing the Issue.
8 Support Levels
8.1 Level 1 Support and Level 2 Support for the Software may be provided by business partners of the Company if authorized in writing to do so by the Company. Level 3 Support will be provided solely by the Company itself.
8.2 Reports are opened by contacting Level 1 Support, which will then escalate any Issue which the Level 1 Support cannot resolve to Level 2 Support or to Level 3 Support.
9 Severity
9.1 When Reports are opened, both the Licensee and the Contact opening the Report will together determine its severity in accordance with the following definitions:
9.1.1 Severity 1 (Critical): The Software has stopped operating or was so severely impacted that Licensee cannot use the Software. Any Severity 1 item not resolved by Level 1 Support within 24 hours is moved to Level 2 Support for resolution. Licensee shall be provided with status reports on issue resolution. The Company shall exercise commercially reasonable efforts to correct the Issue or provide a workaround within five (5) Business Days of opening the Report.
9.1.2 Severity 2 (Major): The Issue is significantly affecting the performance and/or output of a major Software functionality and no reasonable workaround is available. Any Severity 2 item not resolved by Level 1 Support within 48 hours is moved to Level 2 Support for resolution. Licensee shall be provided with a status report on at minimum a weekly basis. The Company shall exercise commercially reasonable efforts to correct the error or provide a workaround within fifteen (15) Business Days of opening the Report.
9.1.3 Severity 3 (Moderate): The problem either has no significant impact on performance and/or output of a major functionality or a reasonable workaround is available. Any Severity 3 issue not resolved within ten (10) Business Days by Level 1 Support is moved to Level 2 Support for resolution. Depending on
the nature of the problem, it is either mitigated via acceptable workarounds or a
software change is incorporated into a future release of the Software. Licensee shall be notified within fourteen (14) Business Days of the status of the investigation and/or resolution of opening the Report.
9.1.4 Severity 4 (Minor): The problem reported is minor or cosmetic, a Software enhancement or related to documentation. Severity 4 issues are generally addressed in future documentation and/or Update releases.
9.1.5 The specifics of the severity levels and response guidelines set forth in this document may be changed from time to time by the Company at its sole discretion.
9.2 During peak times where there is a high volume of support requests, cases with higher severity will take precedence.
10 Software Not Covered by this Policy
The following items are explicitly excluded from coverage under this Policy:
10.1 Software that has been altered, damaged, converted or modified by the Licensee or any third party's not authorized in writing by the Company;
10.2 Any combination of the Software and other software not covered by this Policy;
10.3 Any “custom built” applications, application integration, integration script, workflow script, or script built by a third-party or a Licensee specific script built by the Company under a separate written agreement;
10.4 Upon the End of the Life of the previous version of the Software;
10.5 Issues caused by Licensee’s negligence or fault;
10.6 Software used on an equipment other than the Designated Equipment as specified in the Software's documentation; or the malfunctioning of any Designated Equipment
10.7 The Software not being used in accordance with the Software's documentation as provided by the Company to the Licensee;
10.8 An Issue that is a result of an accident or abuse;
10.9 Use of the Software in a way for which it was not designed to be used;
10.10 An Issue which is the result of the operation of another software or hardware; or
10.11 An Issue with the Software which a Report is opened by Licensee and is resolved by the Company, that occurred as a result of a Licensee's failure to timely install any Updates or Upgrades (upon the End of the Life of the previous version of the Software).
Without derogating from the foregoing, the Company, at its own absolute discretion and on a case-by-case basis may elect, after agreeing expressly and in writing with the Licensee thereon, use reasonable efforts to perform such support and maintenance services on Software not covered by this Policy, and invoice Licensee at the Company’s then current standard time and materials rates for such services.
11 Backward Compatibility.
The Company has no obligation to support, host or maintain any version of the Software for more than one (1) year after its End of Life. Moreover, The Company may require the installation and deployment of the appropriate Upgrade/s as a condition to its continued provision of maintenance and support to the Licensee.
Licensees running the Software on unsupported versions are at their own risk in any continued use of such versions and must install, or where applicable purchase, the appropriate Updates and Upgrades to receive any currently supported versions.
12 Policy Modification
The Company reserves the right, in its sole discretion, to amend, alter or modify this Policy. Modifications to this Policy will be notified to Licensee.
13 TERM, TERMINATION, REINSTATEMENT
13.1 The Company’s support and maintenance obligations under this Policy for the Software licensed under the Purchase Order begin on the Effective Date of such Purchase Order, and unless explicitly specified otherwise in the Purchase Order will continue for a term of one year thereafter.
13.2 The Company may offer Licensees the option to renew the support and maintenance for consecutive one-year terms prior to the end of the applicable term, unless the Company designates the Software is at its End of Life, and may offer an Upgrade or different product in its stead.
13.3 Support and maintenance during renewal terms will be subject to The Company’s support and maintenance Policy as in effect for the Software at the time of such renewal, including any fees which are or may become applicable to the Licensee.
13.4 Support and maintenance fees applicable to renewal terms may be increased by the Company, but no increase may exceed 10% of the previous annual fees paid by Licensee.
13.5 Where applicable, support and maintenance fees will be invoiced in advance on an annual basis.
13.6 The Company may suspend support and maintenance under this Policy with at least 10 days’ notice (via mail, fax, or electronic mail) if Licensee fails to make timely payment of support and maintenance fees and does not cure the breach before the end of the notice period.
13.7 The Company may terminate support and maintenance under this Policy with at least 30 days’ written notice if the Licensee is in breach under this Policy or any Purchase Order or other agreement with the Company and does not cure the breach before the end of the notice period. The Company will have no obligation to resume support and maintenance following a termination for cause.
13.8 The Company may, at its sole discretion, reinstate lapsed or terminated support and maintenance, in accordance with its then-current policies, upon payment by the Licensee of the applicable reinstatement fee, if any.
14 General
These terms and conditions are incorporated herein by reference as if set forth herein.