PROSPEROWARE SUPPORT SERVICES
This Support Schedule contains the terms for Support Services provided by Prosperoware for the Prosperoware Software Customer has licensed. Prosperoware Support Services includes the provision of technical support, software updates, and access to the Prosperoware Support website as described below. Updates to the Prosperoware Support Services Program will be posted to http://www.prosperoware.com/supportterms.
1.1. “Error” shall mean a material failure of the Software to conform to the Documentation. Prosperoware is not responsible for Errors caused by (i) non-Prosperoware software or hardware; (ii) unauthorized modifications to the Software; (iii) failure to follow the operating procedures described in the Software Documentation; (iv) errors that Customer cannot reproduce under test conditions; or when (v) the Error is corrected in a Software Update, and such Update is made available to Customer.
1.2. “Fix” shall mean, in Prosperoware’s discretion, a bug or error fix, patch, or temporary work-around, or other resolution provided by Prosperoware in order to diminish or avoid the effect of an Error.
1.3. “Support” means provision of customer support services comprising technical support, Software Updates, and access to the Prosperoware Support Website.
1.4. “Updates” means (a) subsequent releases of the Software Prosperoware makes generally available to customers who are current on their Support fees: (i) that add new features, functionality, and/or improved performance, (ii) operate on new or other databases, operating systems or platforms, or (iii) add new foreign language capabilities; (b) bug or error fixes, patches, workarounds and maintenance releases to address Errors; (c) new point releases, including those denoted by a change to the right of the first decimal point (e.g., v3.0 to 3.1); and (d) Documentation updates which describe changes made to the Software, documentation and help files.
2. SUPPORT COVERAGE, FEES. Sections 2.1-2.3 do not apply if Customer has purchased a Subscription Product.
2.1. Subject to Customer’s payment of the applicable annual Support fees, Prosperoware will provide to Support for the duration specified in the Order Form, or if no duration is specified, on an annual basis. First year Support commences on the date the Software is made available to Customer, or on the date of invoice for additional licenses of the Software ordered by Customer, whichever is applicable.
2.2. Fees. Unless otherwise provided in an Order Form, Support Fees are due thirty (30) days from the date of Prosperoware’s invoice. Thereafter, Prosperoware will provide Customer with a ‘yearly renewal’ notice prior to the expiration of the then current Support term. In order to reinstate or renew Support, Customer must first pay Prosperoware the then current annual Support services Fees and all past unpaid Support Fees. Prosperoware reserves the right to suspend Support to Customer on written notice if payments to Prosperoware are thirty (30) days past due, until such time Prosperoware has received payment in full for Customer’s purchase of such Support.
2.3. Reinstatement. Should Customer allow Support to lapse, reinstatement will be subject to the payment of applicable Support Fees for the lapsed period plus a reasonable reinstatement fee.
2.4. Scope of Support. Prosperoware will provide Support during the time periods, and in accordance with the procedures described below, as updated from time to time. Prosperoware will provide Customer with information on any significant changes via the Support Website. Prosperoware will provide Support coverage to Customer during the Coverage Period as specified in Table 1 below.
|Error Resolution Coverage||
|Number of Support Contacts authorized to contact Prosperoware for Support||Up to 3 Support Contacts|
|Telephone Support within Coverage Period||Included|
|Secure access to Prosperoware Support Website||Included: http://support.prosperoware.com/|
|Priority 1 Target Response Time||1 hour* – see Note 1|
|Priority 2 Target Response Time||4 hours* – see Note 1|
|Priority 3 Target Response Time||2 Business Days* – see Note 1|
2.5. Technical Support. Upon identification of an Error, Customer shall notify Prosperoware of such Error: (i) via email using the Prosperoware Support contact information listed in Table 1 or (ii) by providing the information using the Prosperoware Support portal. Non-automated responses to requests for Support will be available to the Support Contacts during the Coverage Period set forth in Table 1. Upon receipt of a request for Support describing the Error, a Prosperoware Support representative will communicate with the Customer Support Contact by telephone or email to discuss, assist, attempt to replicate, and report the status of Prosperoware’s efforts to correct an Error. Customer shall provide Prosperoware with enough information to reproduce the Error.
2.6. Access. Access to Customer’s systems shall be controlled at all times by the Customer. Access shall be provided to Prosperoware on an as needed basis, as approved by Customer. Customer agrees to permit Prosperoware to use a software tool to view Customer’s desktop environment using a secure, encrypted connection in order to facilitate access and resolution of issues or to promptly apply critical Software repairs. During any Support session in which Prosperoware has been given electronic access to Customer’s systems, access to such systems will include sufficient connectivity, throughput and bandwidth to enable Prosperoware to perform the necessary functions of remote Support. All changes by Customer to electronic access should be communicated to Prosperoware in a timely manner.
2.7. Customer Obligations. Wherever possible, Customer must indicate the priority or severity of the issue while opening a ticket. Customer must be prepared to provide Prosperoware with sufficient information to enable Prosperoware to identify the issue, including but not limited to remote demonstration of the problem, remote access to machines, information on the location of the Software, a detailed written description of the problem, including a description of the hardware on which the Software is installed, names and versions of any operating systems, database information, networks, and other software running with the Software, including patches and fixes. Prosperoware may ask you to take certain actions to determine whether the problem or error is related to the Software or to another item. Customer must reasonably cooperate with Prosperoware during this process.
2.8. Reproducing an Error. It can be difficult to replicate and diagnose an Error sometimes due to unique aspects in Customer’s computing environment. Prosperoware does not provide Support for problems that cannot be reproduced while running the Software in a configuration that meets Prosperoware specifications.
2.9. Backup and Restore. Customer must keep adequate backup copies of data, databases, and application programs. Customer is solely responsible for any restoration or reconstruction of lost or altered files, data, and programs.
2.10. Upgrade Procedure. While upgrading from one version to another, Customers must test the upgrade in a test environment, including key use-cases, to verify all services and jobs are scheduled and running as per previous versions. Customer must make backups of the Prosperoware database as well other Prosperoware supported databases and repositories running in Customer’s environment.
3. ERROR CORRECTION.
3.1. Error Procedures. Prosperoware will exercise commercially reasonable efforts to replicate, diagnose and correct any Error reported by Customer according to the procedures set forth in Table 2 below.
|Priority Level||Description, Procedure|
|Priority 1 Error is an Error that: (i) causes system-wide Software failure in production; or (ii) is otherwise unusable resulting in massive disruption of production use. When the Error can be replicated, Prosperoware will: commence work to provide Customer with a Fix and provide Customer with periodic reports on the status of such Fix. Prosperoware will use commercially reasonable efforts to deliver a Fix to Customer, and to correct such Error in an Update. The timeframe for providing a resolution of Priority 1 issues is dependent upon the specific situation, and is typically jointly determined by Customer and the Prosperoware Support manager. Priority 1 cases are eligible for continuous effort by Prosperoware Support personnel during the Coverage Period, provided Customer’s resources are made similarly available, until relief is provided.
|Priority 2 Error is an Error that: (i) degrades system-wide performance of the Software in production; or (ii) causes system-wide failure of a primary function of the Software in production, but does not result in extended downtime. Prosperoware will use commercially reasonable efforts to provide Customer with a Fix to such Error. The time frame for providing a resolution for Priority 2 issues is dependent on the specific situation, and is typically jointly determined by the Customer and the Prosperoware Support manager.|
|Priority 3 Error is the Prosperoware default severity, and is always used for new cases unless otherwise requested by Customer. Priority 3 Errors include those involving the failure of a feature or function which results in the Software not working as described in the documentation. The time frame for providing a resolution for Priority 3 issues is dependent on the specific situation, and is typically jointly determined by the Customer and the Prosperoware Support manager.|
3.2. Escalation. In those instances where: (i) Prosperoware cannot provide a fix to a Priority 1 Error within a reasonable period of time, or (ii) Customer is not satisfied with the progress attained, Prosperoware will review the plan for addressing such Error with Customer. Customer may escalate the matter to Prosperoware’s management if it reasonably determines the plan of action does not demonstrate Prosperoware is making commercially reasonable efforts to correct the Error in light of its impact on Customer’s business.
4. SOFTWARE UPDATES.
4.1. Updates. Updates has the meaning defined in section 1 above. Updates shall not include new or separate Software products which Prosperoware offers only for an additional fee to its customers generally, including those customers purchasing Support.
4.2. Whenever Prosperoware makes an Update generally available to its customers, Prosperoware will provide a copy of such Update to Customer at no additional charge so long as Customer is enrolled in a Support Program. Prosperoware may deliver Updates to Customer electronically. Prosperoware determines at its sole discretion the timing and content of any Software Update. Customers with Subscription Products, and those under current paid Support agreements can obtain new versions of the software by downloading the updates from the Prosperoware Support Website. Upon delivery to Customer, any Update will be considered “Software” for purposes of this Agreement.
4.3. Restrictions. Provision of Updates does not include installation services, which Customer may purchase from Prosperoware subject to Prosperoware’s standard rates and terms. Unless you have a Subscription Product no Updates may be copied by Customer to update any copies of the Software made by Customer unless Support has been purchased for such copies.
4.4. Prior Versions. Prosperoware’s obligations with respect to Support are expressly conditioned upon the installation and use by Customer of either: (i) the most current version of the Software; or (ii) the immediately preceding version, for a period of twelve (12) months after the most current version is made available to Customer.
Version Updated: January 2017