CERRO SOFTWARE SUPPORT POLICY
Cerro Technologies, LLC. ("Cerro") shall provide to its customers (each a "Company") Support for the Products and Documentation in accordance with this Software Support Policy (the "Policy"), provided that such Support is limited to those Products for which Company currently has an active subscription.
1. DEFINITIONS
a. Authorized Support Contact: means an individual designated by Company to be responsible for contacting Cerro's Support organization. Company may change its Authorized Support Contact(s) at any time upon ten (10) days written notice to Cerro.
b. Documentation: means the technical manuals that Cerro delivers to Company along with the Products.
c. Error: means any verifiable and reproducible failure of a Product to substantially conform to the Specifications for such Product. Notwithstanding the foregoing, "Error" shall not include any such failure that is caused by: (i) the use or operation of the Product with any other software or programming languages or in an environment other than that intended or recommended by Cerro in the Documentation, (ii) modifications to the Product not made by Cerro, or (iii) any bug, defect, or error in third-party software used with the Product.
d. Error Correction(s): means either (i) a modification or addition to or deletion from a Product that substantially conforms such Product to the then-current Specifications, or (ii) a procedure or routine that, when exercised in the regular operation of the Product, eliminates any material adverse effect on Company caused by such Error. An Error Correction may be a correction, workaround, fix, or service pack.
e. Master Agreement: means the subscription agreement pursuant to which Products subscriptions are purchased by Company.
f. Products: means Cerro's software application(s) and/or hosted data service for which Company purchases a Subscription pursuant to the terms of the Master Agreement.
g. Software Releases: means the Major and Minor Releases made generally available from time to time by Cerro. Software Releases do not include Options, new products being added to a product line, or new functionality that is sold as a separate product.
i. Major Release: means any additional or replacement code for a Product that is made generally available from time to time by Cerro that adds major new capabilities or functionality and that is designated by Cerro, in its sole discretion, as a new Major Release of the Software, and generally designated by a change in version number to the left of the decimal.
ii. Minor Release: means any additional or replacement code for a Product that is made generally available from time to time by Cerro that adds incremental capabilities or functionality to the Product and that is designated by Cerro, in its sole discretion, as a Minor Release of the Software, and generally designated by a change in version number to the right of the decimal.
h. Specifications: means the published description of the Products, as set forth in the each Product's Documentation.
i. Update: means additional or replacement code or Documentation for a Product that is provided by Cerro to remedy an Error. An Update is a new Software Release and includes both Major and Minor Releases.
2. SUPPORT PLANS*
a. Standard Support
During the term of this support plan, Cerro will provide technical consultation and advice related to the Products to Company's Authorized Support Contacts between the hours of 8:00 a.m. and 8:00 p.m. Eastern Time, Monday through Friday but excluding Cerro's holidays, regardless of Severity Level. Standard Support is provided in accordance with Section 4 of this Plan. Company will also receive:
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- One (1) Authorized Support Contacts.
- Software Maintenance as more fully described under Section 3 of this Plan.
3. SOFTWARE MAINTENANCE
a. Product Releases.
i. During the term of the applicable support plan, and provided that Company is not in breach of the Master Agreement, Cerro will make available new, generally available, Software Releases to Company. All such Software Releases shall be delivered electronically over the Internet.
ii. Cerro's support obligations shall apply only to the then-current generally available Software Release and the immediately preceding Software Release; provided that each Software Release shall be supported for a minimum of twelve (12) months from the date is it made generally available. In order to correct Errors in the Products reported by Company, Cerro may require that Company update the applicable Products to the then-current Software Release.
b. Error Corrections
i. During the term of the applicable support plan, Cerro shall use commercially reasonable efforts to provide Error Corrections for Errors in the Products reported by Company to Cerro.
ii. Cerro shall have no obligation under this Plan to correct Errors that result from the breach by Company of this Plan or the Master Agreement, or which cannot be remedied due to any modifications of the Products made by Company or any third party. If Cerro agrees to remedy any errors or problems not covered by the terms of this Plan, Company shall pay Cerro for all such work performed at Cerro's then-current standard professional services rates. Company acknowledges that Cerro is under no obligation to perform services with respect to any hardware or any software other than the Products.
4. SERVICE EXPECTATIONS
a. Severity Classifications. The following support severities are used for classifying Licensee's issues. These classifications ensure consistent treatment of problems handled by Cerro Support. Cerro Support will decide on the appropriate severity level after consulting with Licensee.
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- Severity 1: The Product is not functioning in accordance with the Specifications, production business operations cannot be performed, and no work-around is available.
- Severity 2: The Product is not functioning in accordance with the Specifications, (i) affecting significant aspects of production business operations and no workaround is available, or (ii) Cerro and Company have agreed to escalate an issue that would otherwise be Severity 3, but is delaying a production go-live that is scheduled to commence within seven days.
- Severity 3: The Product is not functioning in accordance with the Specifications, (i) affecting development, test, staging, or quality assurance (but not production) environments, or (ii) production business operations are impacted, but a known work-around exists. Company is able to implement the workaround without a severe interruption of production processing.
- Severity 4: Company requires information or assistance regarding a Products, Product capabilities, installation, or configuration; Company reports a cosmetic or Documentation issue that has no material impact on current productivity, or Company reports a problem or makes a suggestion that would result in a product enhancement.
b. Response Expectations. Table 1 below specifies the level of response that will be given to an issue raised by Company based upon the assigned severity of the issue.
| TABLE 1 | ||
| Severity Level | Acknowledgment Time* | Response Expectation (Best Effort) |
| Severity 1 | Within 4 hours | Provide a fix or workaround within 2 business days of trouble ticket submission |
| Severity 2 | Within 6 hours | Provide a fix or workaround within 1 week of trouble ticket submission |
| Severity 3 | Within 8 hours | Provide a fix or workaround by the release of the next Major Release |
| Severity 4 | Within 8 hours | Address the query in a commercially reasonable and timely manner |
c. *All times calculated based on business hours
d. If an issue is solvable, depending on the nature of the issue, the resolution may take the form of an explanation, recommendation, usage instructions, workaround instructions, or advising Company of an available software fix.
5. TERMS AND FEES
Unless otherwise specified in the Master Agreement, Support is provided to Company for an annual term upon payment of the annual subscription fee.
6. PROPRIETARY RIGHTS
Any Error Corrections to the Products or Documentation effected or delivered under this Plan and any Updates, Error Corrections, or Software Releases delivered under this Plan shall be deemed part of the applicable Product and subject to all of the confidentiality and proprietary provisions set forth in the Master Agreement along with the terms governing it use