This Support Schedule contains the terms for Support Services provided by Prosperoware for the Prosperoware Product 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 https://www.prosperoware.com/supportterms.
If the Cloud Services are subscribed to through a Prosperoware Authorized Partner that is authorized to provide Support services, the Authorized Partner will provide details on the Support Services. In such a situation the Support Services may be performed by the Prosperoware Authorized Partner or its designee, which in some cases, may be Prosperoware.
1.1. “Error” shall mean a material failure of the Product 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 in the Software that Customer cannot reproduce under test conditions; or for the Software 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, Product Updates, and access to the Prosperoware Support Website.
1.4. “Updates” means (a) subsequent releases of the Product Prosperoware makes generally available; for Software licensed on a perpetual basis this is only 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 Product, documentation and help files.
Sections 2.1-2.3 do not apply if Customer has purchased a Subscription Product in which case Supoort is made available on the Subscription start date.
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 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.
Up to 5 Support Contacts Additional Suppoort Contacts may be added to Customer’s account for an additional fee.
1 hour* – see Note 1
4 hour* – see Note 1
2 Business Days* – see Note 1
2.6.1.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, with respect to Software, 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.
2.6.2. Least Privilege. The Product connects to other Third Party Applications and systems using their APIs. Prosperoware will store the relevant authentication token for the Third Party Application in its database. Customer is responsibe to provide Prosperoware with a least-privileged account sufficient to meet all Product features Customer is using.
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 Product is installed, or through which acess to the Cloud Services is made, names and versions of any operating systems, software browsers, database information, networks, and other software running with the Product, including patches and fixes. Prosperoware may ask you to take certain actions to determine whether the problem or error is related to the Product 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 Product 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 Software 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, and well as all Customer Data.
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 1 Error is an Error that: (i) causes system-wide Product failure in production; or (ii) the substantial corruption or loss of Customer Data and/or restricted availability to such Customer Data or (iii) 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 Product in production; or (ii) causes system- wide failure of a primary function of the Product 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 Product 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.
4.1. Updates. Updates has the meaning defined in section 1 above. Updates shall not include new or separate 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, for Software Updates, 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. For Cloud Services, Prosperoware will implement Updates across the platform during Scheduled Maintenance, of which Customer’s registered administrative users will receive email notifications. 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, or in the case of Cloud Services, implementation, any Update will be considered “Product” for purposes of this Agreement.
4.3. Restrictions. For the Software, 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. For Cloud Services, the platform is updated on a continuous basis.
5.1. Premium support includes the following additional services:
Named Contact. Customer is assigned a named Prosperoware support contact.
Architecture Review. Prosperoware will perform a periodic review of Customer’s architecture to ensure best practices.
Pro-active Monitoring. Prosperoware will perform periodic monitoring of Customer’s system for errors, performance and integration.
Configuration Changes. Upon Customer request, Prosperoware will make configuration changes including template changes, metadata changes, workspace metadata and security updates.
External System Integration Updates. Prosperoware will test and implement minor upgrades or adjustments to external system integraation and workflows.
Annual Health Reports. Prosperoware will provide an annual report that outlines the overall health of the Cloud Services system.
5.2 Exlusions. Premium support does not include major upgrades or changes to underlying systems, integration of an additional system, monitoring of iManage, NetDocuments, Office365 or any other underlying system.
Version Updated: March 26, 2020
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