Basic Support Agreement

 

Basic Support Agreement

This Basic Support Agreement applies to and is incorporated by reference into the Software and Service Agreement made by and between iTether Technologies, Inc. (“iTether”) and the Customer. iTether may modify the terms and conditions of this Basic Support Agreement from time to time by posting such amended Support Agreement to iTether’s website.

1. DEFINITIONS

“Basic Support” means the support level as set out in Section 2.

“Issue” means a failure of the “Platform” to substantially conform to the functional specifications set forth in the Documentation.

“Response Time” means the time period in which the assigned support resource (or support system) shall provide Customer with an initial response as a result of an Issue reported by Customer.

“Support” means the support services to be provided by iTether to the Customer in accordance with this Basic Support definition.

“Term” means the duration set forth in the Software and Services Agreement.

2. BASIC SUPPORT

2.1 Basic Support. Basic Support includes the program features that iTether makes generally available to its Platform customer base during the applicable Term as follows:

2.2 “Support” Defined. Support consists of assistance provided to customers via phone or the Internet with respect to use of the Platform, and to resolve Issues. Support cases are tracked and managed through access to a call management system operated by iTether’s support center (the “Customer Support Portal”). Basic Support is available Monday through Friday during iTether’s business hours, excluding local holidays.

2.3 Severity Classification and Response Time Goals. Issues are classified by iTether according to severity of impact on the use of the Platform, according to the chart below. All disputes regarding severity classification will be resolved in conjunction with Customer.

Basic Support Response Times

Support Tier

Response Time Goal

1.

General product questions relating to platform functionality, feature issues, or documentation.

24-48 hour Response Time

2.

Platform performance is degraded, or functionality/bugs exist but user is still able to perform work using the platform.

4-8 hour Response Time

3.

Platform is not operating, or functionality is dramatically impaired such that most users are unable to perform work on the platform

2-3 hour Response Time

3. OBLIGATIONS OF CUSTOMER

3.1 Support Contact. All communications relating to Support will be supervised & coordinated by designated “Customer Support Contact” persons, who will act as a point of contact between Customer and iTether. Each Customer Support Contact must possess or, at Customer’s expense, acquire the necessary expertise and training to diagnose and resolve Issues with direction by iTether.

3.2 Pre-Call Procedures. Prior to requesting Support from iTether, Customer Support Contact shall comply with all published operating and troubleshooting procedures for the Platform. If such efforts are unsuccessful in eliminating the Issue, Customer Support Contact shall then promptly notify iTether of the Issue having first confirmed that the following conditions are true before contacting iTether for support:

  • a) Reproduction: the situation giving rise to the Issue is proven to be reproducible  by Customer Support Contact on the Platform.
  • b) Support Representative: The Customer Support Contact has the technical knowledge regarding the Platform and any other software or hardware systems involved, and the facts and circumstances surrounding the Issue.
  • c) Access: The entire system, including all software and hardware, is available to the Customer Support Contact without limit during any communication with iTether support personnel.
  • d) Availability: If requested and required, Customer Support Contact must make available to iTether a technical representative during support hours of coverage for all Issues: iTether reserves the right to suspend all work relating to any Issues during periods for which the Customer does not provide access to a technical representative or requested data to continue work on the Issue.

3.3 Remote Connection. If appropriate, Customer Support Contact will cooperate with iTether to allow and enable iTether to perform Support via remote connection using standard, commercially available remote control software. Customer will be solely responsible for instituting and maintaining proper security safeguards to protect Customer’s systems and data.

3.4 Updates. Customer acknowledges and agrees that Platform updates provided by iTether pursuant to this Addendum may, in iTether’s sole discretion, require additional training of Customer’s personnel. Such training will be performed in accordance with Section 4.

3.5 Disclaimer. iTether will not be responsible to provide Support, updates, or any other maintenance and support to the extent that Issues arise because Customer: (a) misuses, improperly uses, mis-configures, alters, or damages the Platform; (b) uses the Platform with any hardware or software not recommended by iTether; (c) uses the Platform at any unauthorized location; (d) fails to install an update to the Platform if such update would have resolved the Issue; or (e) otherwise uses the Platform in a manner not in accordance with the Software and Services Agreement.

4. ADDITIONAL PROFESSIONAL SERVICES

4.1 Scope. Customer may purchase supplemental professional services for an additional fee. Fees related to such services will be set forth in a statement of work signed by both parties. If no fee is stated, then services will be provided at iTether’s standard rate for equivalent services in effect at the time the statement of work is executed.

  • a) On-Site or Remote Services. Customer may purchase Support from iTether utilizing iTether consultants provided onsite with Customer, or remote support utilizing video conferencing.

  • b) Training. Customer may purchase training services with respect to the Platform.

  • c) Consulting. Customer may purchase consulting services related to defects caused by Issues other than the Platform.

4.2 Out of Pocket Expenses. Customer shall pay all reasonable out-of-pocket expenses incurred by iTether, including costs for any meals, lodging, and travel related to these additional services.