SaaS Maintenance and Support Agreement
Last Modified: April 30, 2020
This SaaS Maintenance and Support Agreement (“Support Agreement”) applies to and is incorporated by reference into the Agreement made by and between the Provider and the Customer. Provider may modify the terms and conditions of this Support Agreement from time to time by posting such amended Support Agreement to Provider’s site, but will provide sixty (60) days advance notice to Customer before materially reducing the benefits offered to Customer under this Support Agreement. For purposes of this Support Agreement, the following terms have the meaning set forth below. All initially capitalized terms in this Agreement that are not defined in Section 1 shall have the respective meanings given to them in the Agreement.
Agreement means the Software as a Service Agreement between the Customer and Provider.
First Line Support means the identification, diagnosis, and correction of Errors by the provision of the following Support Services by help desk technicians sufficiently qualified and experienced to identify and Resolve Customer’s Support Requests reporting these Errors: (a) telephone, email, or chat assistance; (b) access to technical information on the Provider’s website for proper use of the Service.
Maintenance means the maintenance support set out in Section 2.
Out-of-Scope Support means any of the following: (a) any support that Customer and Provider may from time to time agree in writing are not included in the Support Services; (b) any support requested by Customer and performed by Provider in connection with any apparent Service Error reasonably determined by the Provider to have been caused by a Customer Cause.
Resolve and the correlative terms, “Resolved,” “Resolving,” and “Resolution” each have the meaning set forth in Sections 3.3 and 3.7.
Support Agreement has the meaning set forth in the preamble.
Support Hours means 8 hours a day, seven days a week, excluding public holidays.
Support Period means the Term as set forth in the Agreement.
Support Request has the meaning set forth in Section 4.1.
Support Services means Provider’s support of the then-current version and release of the Service, but excluding any Out-of-Scope Support.
Third-Party Products means all third-party software, computer hardware, network hardware, electrical, telephone, wiring, and all related accessories, components, parts, and devices.
Upgrades means new releases, the provision of updates, bug fixes, problem determination and error corrections, improvements, enhancements, extensions, revisions and updates to the Services licensed to Customer and for which Provider makes generally available, together with related Documentation.
2.1 Provider shall offer product Upgrades to Customer’s Services pursuant to Provider’s standard release cycle. Provider will provide maintenance services for the Services at no additional charge as part of the Support Agreement. Minor updates, including bug fixes and error corrections, shall be promptly implemented by Provider as and when generally available.
3. SUPPORT SERVICES
3.1 Provider shall perform all First Line Support and other Support Services during the Support Hours through the Support Period in accordance with the terms and conditions of this Support Agreement and the Agreement, including the Support Levels and other Provider obligations set forth in this Section 3. Provider’s support obligations are limited and subject to commercially reasonable efforts to meet the standards set forth herein.
3.2 Support Responsibilities. Provider shall:
b) Provide First Line Support to Customer during Support Hours by means of email (firstname.lastname@example.org) and chat support offered and accessed through the Service.
c) Provide Customer with online access to technical support bulletins and other user support information, to the full extent Provider makes such resources available to its other customers; and
d) Provide to Customer all such other services as may be necessary or useful to correct an Error or otherwise fulfill the Support Level requirements, including defect repair, programming corrections, and remedial programming.
3.3 Resolution Standards. Providers provision of any of the following constitutes a Resolution for purpose of this Support Agreement:
a) Information that corrects the Error;
b) Information on how to obtain a software solution that corrects the Error; or
c) Information that identifies the Error as being resolved by using a newer release of the software or an updated version of the Service offering
d) the Error is caused by a known, unresolved issue or software or Service incompatibility issues; or
e) the Error has been identified as an issue with the software, hardware, or services of a third-party.
3.5 Provider Updates. Provider shall give Customer regular electronic updates of:
a) the nature and status of its efforts to correct any Error, including a description of the Error and the estimated time of Provider's response and Resolution;
3.6 Out-of-Scope Support. Provider shall, at Customer’s request, provide to Customer the Out-of-Scope Support description in accordance with the terms and conditions of this Support Agreement and the Agreement.
4. SUPPORT REQUESTS AND CUSTOMER OBLIGATIONS
4.1 Support Requests. Customer may request Support Services by way of a Support Request. Customer shall notify Provider of each Support Request by email or chat, or such other means as the parties may agree to in writing. Customer shall include in each Support Request a description of the reported Error and the time Customer first observed the Error.
4.2 Customer Obligations. Customer shall provide the Provider with:
a) Prompt notice of any Errors; and
b) each of the following to the extent reasonably necessary to assist Provider to reproduce operating conditions similar to those present when Customer detected the relevant Error and to respond to and Resolve the relevant Support Request: (i) output and other data, documents, and information, each of which is deemed Customer's Confidential Information as defined in the Main Agreement; (ii) such other reasonable cooperation and assistance as Provider may request.
5.1 In addition to the mechanisms for giving notice specified in Section 14.4 of the Agreement, unless expressly specified otherwise in the Support Agreement or the Agreement, the parties may use email for communications on any matter referred to herein.