Support Terms and Conditions

MAINTENANCE AND SUPPORT SERVICES

1. Maintenance and Support Services. Supplier shall provide maintenance and support Services under this Master Agreement in accordance with the applicable Maintenance Attachment agreed to by the parties.
2. Maintenance Attachments.All maintenance and support Services to be delivered hereunder are to be specifically identified in Maintenance Attachments.A separate Maintenance Attachment will be prepared for each Licensed Product mutually agreed to be purchased in connection with this Master Agreement.
3. Support Services.Supplier and Product Manufacturer shall:
   1. Use commercially reasonable efforts to correct within a reasonable period of time any reported Software Error;
   2. Furnish Customer, at no additional charge (except for taxes, insurance, shipping and handling) with Updates; and
   3. Provide Customer with telephone, facsimile and e-mail support to assist Customer in its use of the Licensed Product in accordance with the applicable services standard (together: the “Support Services”).
4. Exclusions.The Support Services do not include:
   1. repair, replacement, correction or adjustment of any malfunction caused by:
      • modification or repair of the Software by anyone other than Product Manufacturer or Supplier except to the extent such modifications and repairs are otherwise required or approved by Supplier, or
      • accident, catastrophe, abuse, misuse or user error;
   2. new versions, options or applications for which Product Manufacturer establishes a separate license fee;
   3. any expendable items, such as tape cartridges, magnetic media, and similar items or supplies; or
   4. any software design, development, installation, implementation, or consulting services which may be rendered pursuant to a separate Agreement.
5. Error Reports.If the Software fails to materially conform to the Software Manufacturer’s Documentation (“Error”), Customer may request the Support Services in a written report (which may be sent via e-mail) that shall describe in reasonable detail the Error and identify the level of severity of the same in the following terms:
   1. A “critical” Error shall be any Error causing a complete failure of the Software or the Customer’s computer accessing the Software;
   2. A “serious” Error shall be any Error which seriously impairs the functionality of the Software (this includes any critical Error for which a work-around or detour solution has been devised or identified); and
   3. A “minor” Error shall be any Error which does not seriously impair the functionality of the Software.
6. Customer’s description of the Error shall specifically include Error protocols, accurate information regarding Customer’s SAP release number, the version of Customer’s data base, Customer’s operating environment and underlying hardware as well as copies of the transaction screens at the time of occurrence of the Error.
7. Support Service Standards.
   1. Support Hours.Supplier shall provide Support Services Monday through Friday (except for federally recognized holidays in the United States: New Years Day, Martin Luther King Jr’s Birthday, Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Vetrans Day, Thanksgiving Day, Christmas Day) from 9:00 a.m. to 5:00 p.m. EST. Any report of an Error not sent during the support hours shall be deemed received during the subsequent support hour period.In the event Product Manufacturer is located in Germany the Product Manufacturer shall provide Support Services Monday through Friday (except for German public holidays) from 8:00 a.m. to 6:00 p.m. CET. Any report of an Error not sent during the support hours shall be deemed received during the subsequent support hour period.
   2. Response Time. Supplier shall contact Customer in respect of any report claiming an Error by 9.00 a.m. EST of the next following working day by the latest, provided that Supplier shall contact Customer within two (2) hours of receipt of a critical error report.
   3. Scope of Response.In response to any report of an Error from Customer, Supplier and Software Manufacturer shall, at its sole discretion,
      • Deliver an Update;
      • Identify a workaround or detour solution;
      • Request more information for purposes of analyzing or verifying the Error; or
      • Deliver a plan for correcting the Error.
8. Support Service Termination for Convenience. Customer may terminate any Maintenance Attachment with sixty (60) days prior written notice. Support Service Termination for Cause. Either party may terminate the Maintenance Attachment if the other party fails to cure any material breach within thirty (30) days of having received written notice from the other party detailing the breach.
9. Support Service Reinstatement. In the event Customer elects not to renew the maintenance and support Services but subsequently requests further support Services, Supplier shall reinstate the support Services provided Customer pays Supplier the agreed-upon support fees plus all cumulative support fees, solely to the extent such Support Fees can be attributed to the costs of providing updated or patches, and not including telephone or other support services that Customer can not benefit from after the fact, that would have been payable to Supplier had Customer not suspended the Support Services.