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LAST UPDATED AND EFFECTIVE: April 10, 2014
1. Scope
1.1 This Schedule (as defined below) governs the provision of support services by Orbis Communications Inc. (“Orbis”) as further defined below (collectively, “Support Services”) for all software licensed by Licensee under the Agreement, excluding software to which special support agreements apply exclusively, being the Licensed Program (as defined below).
1.2 In each instance where the provisions of this Schedule contradict or are inconsistent with the provisions of the Agreement, including any Schedules, Exhibits, order forms or other documents attached to or incorporated by reference to the Agreement, the provisions of this Schedule shall prevail and govern.
2. Definitions
In this Schedule, in addition to terms defined elsewhere in this Schedule, the following terms have the following meanings:
(a) “Agreement” means any agreement between Customer and Orbis that, among other things, governs Customer’s license and use of the Licensed Program.
(b) “Customer” or “you” means the entity that has purchased a valid license to use the Licensed Program.
(c) “Documentation” means any user manuals, guides and any other documentation provided by Orbis to Customer from time to time in connection with the Licensed Program and also includes information and materials found on the Support Site.
(d) “Licensed Program” means Orbis’ proprietary software licensed by Customer under the Agreement.
(e) “Modified Code” means any modification, addition and/or development of code scripts deviating from the predefined product code tree(s)/modules developed by Orbis for production deployment or use.
(f) “Schedule” means this Orbis enterprise support services schedule, as it may be amended, modified,supplemented or restated by Orbis from time to time.
(g) “Support Site” means Orbis’ support website, which is available at https://orbiscommunications.zendesk.com.
(h) “Third Party Products” means any software or hardware that is manufactured by a party other than Orbis and is either:
(i) not delivered with the Licensed Program; or (ii) not incorporated into the Licensed Program.
3. Support Services
Subject to the terms and conditions of this Schedule and the Agreement, Orbis will provide Support Services to Customer. Support Services includes, but is limited to, the following:
3.1 Telephone, E-mail and Web Support: (a) Support Services includes telephone support, access to support resources on the Support Site and the provision of updates, all as set out in this Schedule. (b) Orbis will provide Customer with support only to a maximum of two (2) named Authorized Customer Contacts(as defined in Section 6(b) below).
3.2 Updates and Fixes: Orbis shall make available to Customer such updates, patches, hot fixes, enhancements and upgrades (“collectively, “Updates”) for the Licensed Program that it makes generally available to other customers. Updates and upgrades to new versions to the Licensed Program not provided by Orbis as described in the foregoing sentence may be made available to Customer upon mutual agreement. While Orbis attempts to provide fixes for serious problems, there might be cases where it is impractical or impossible to generate a fix, due to compatibility issues or the potential for introduction of unwanted side effects. Customer must install any Update provided by Orbis for the Licensed Program as soon as reasonably possible; in the event Customer fails to do so, any warranty or obligation of Orbis with respect to the affected portion of the Licensed Program is invalidated to the extent that such warranty or obligation would otherwise have been met had such Update been installed. Customer agrees to purchase reasonable additional hardware and equipment as reasonably necessary to remain current with the Licensed Program and Updates.
4. Support Cost
4.1 Fees for Support Services allow Customer to take advantage of a comprehensive suite of technical support services. However, enhanced technical support services, training, development, customization and/or other professional services are not included in Support Services and are to be charged by Orbis at its then current prevailing rates.
4.2 Fees for Support Services allow access to technical support during Orbis’ standard hours, which are set out below. Additional hours of coverage (outside of emergency requests) would be made available at a 25% premium above Orbis’ current hourly rate for maintenance and support services.
4.3 In the event Customer calls upon Orbis to correct an error and Orbis determines after investigation that the Licensed Program is performing as described, Customer shall reimburse Orbis for time expended by Orbis’s personnel at Orbis’ then current hourly rate for maintenance, as well as the reasonable travel and living costs incurred by Orbis’ employees, upon presentation of the relevant receipts.
5. Support Hours
Orbis will provide prioritized Support Services by telephone and e-mail between the hours of 9.00 AM and 5.00 PM Eastern Time, Monday through Friday (excluding statutory holidays in the Province of Ontario). Limited support outside of these hours may be found through the Support Site.
6. Support Eligibility and Customer Responsibilities
In order to receive the Support Services:
(a) Customer’s applicable license, maintenance and support fees must be fully paid and Customer’s account with Orbis must otherwise be in good standing; (b) Customer will designate a maximum of two (2) qualified English speaking named contacts who will (i) be knowledgeable in the use of the Licensed Program, and (ii) to the maximum extent practicable, conduct all correspondence and communications with Orbis regarding the subject matter of this Schedule (each an “Authorized Customer Contact”); (c) Customer must submit all support issues and requests as a ticket through the Support Site; (d) Customer will grant Orbis reasonable remote access to the location where the Licensed Program is installed and,on an on-going basis, access to Customer’s data centers to enable Orbis to provide Support Services and, as applicable, additional professional services; (e) for Priority 2, 3 and Priority 4 (each as defined below) issues, Customer will consult the Documentation and the Support Site prior to submitting a support ticket to Orbis; (f) Customer shall promptly report to Orbis all problems with the Licensed Program, and shall implement any corrective procedures provided by Orbis reasonably promptly after receipt; (g) Customer is solely responsible for the use of the Licensed Program by its personnel and other users and shall properly train them in using the Licensed Program; (h) Customer will provide and make available sufficiently trained staff; immediately implement and verify any fixes or workarounds that Orbis provides; and provide access to all products, databases, and personnel necessary to analyze or resolve the issue; and (i) Customer is solely responsible for protecting and backing up the data and information stored on the computer son which the Licensed Program is used and should confirm that such data and information is protected and backed up in accordance with any internal or regulatory requirements as applicable, before contacting Orbis for support. Orbis is not responsible for lost data or information in the event of errors or other malfunction of the Licensed Program or computers on which the Licensed Program is used.
7. Priority Levels
Under Support Services, it is you, Customer who initially identifies the priority level. Orbis, however, reserves the right to make the final determination of priority level of an issue.
The following guidelines will assist Customer in determining the appropriate priority level. Customer shall, in its reasonable opinion, designate the priority level at the time of the initial reporting of a problem.
Priority Level 1
Condition or Parameters:
The problem results in extremely serious interruptions to a production system. Customer’s entire Licensed Program production system is down and no workaround is immediately available and (i) all or a substantial portion of Customer’s mission critical data is at a significant risk of loss or corruption; (ii) Customer has had a substantial loss of service; or (iii) Customer’s business operations have been severely disrupted.
Priority Level 2
Condition or Parameters:
The problem results in serious interruptions to normal operations for the Licensed Program. Major functionality is severely impaired such that (i) operations can continue in a restricted fashion, although long-term productivity might be adversely affected; (ii) a major milestone is at risk; (iii)ongoing and incremental installations are affected; or (v) only a temporary workaround is available. Examples of this priority level would include: 1) An entire user group cannot access the Licensed Program – ex.: allstudents cannot log into the Licensed Program). 2) An entire module that is core to the Licensed Program has become unresponsive. Ex.: no employers can post jobs.
Priority Level 3
Condition or Parameters:
The problem causes interruptions in normal operations. It does not prevent operation of a production system, or there could be minor degradation in performance. Errors or bugs that affect one piece of functionality are normal priority. The error is attributed to malfunctioning or incorrect behavior of the software. Examples of this priority level would include:
1) A single individual is having problems logging in to the Licensed Program or having difficulty with integration.
2) A search does not produce the intended result.
3) Clicking a button produces an error page.
Priority Level 4
Condition or Parameters:
The problem results in minimal or no interruptions to normal operations (no business impact). This priority level is to be used for general usage questions and cosmetic issues, including errors in the Documentation.
Tasks and Feature Requests are very rarely Priority 1, 2 or 3. They should usually be Priority 4. Support requests should never be marked Priority 1 or Priority 2 unless there is sufficient evidence to prove and validate such a claim. Merely assigning a more-urgent priority to a problem is unlikely to give better support; it is better to describe the problem thoroughly to help people understand what is wrong.
8. Problem Response
8.1 All problems reported through the Support Site receive an immediate automated e-mail confirmation and a problem tracking number. All problems reported to Orbis are generally handled by an Orbis support consultant who works with Customer to identify and (in many cases) solve the reported problem. An Orbis support consultant will respond to the Authorized Customer Contact (as defined in Section 6(b) above) who reported the problem within the timeframe below, with the exception of problems that are reported on weekends and holidays.
8.2 The following table displays the targets for initial follow-up and frequency of updates for problems with different severities and conditions.
Priority Level 1
Frequency of Follow-Ups: Every 4 hours
Problem Resolution Time Target (excluding weekend and other non-business days): 24 hours
Priority Level 2
Frequency of Follow-Ups: Once daily
Problem Resolution Time Target (excluding weekend and other non-business days): 72 hours
Priority Level 3
Frequency of Follow-Ups: Within one month
Problem Resolution Time Target (excluding weekend and other non-business days): Within one month
Priority Level 4
Frequency of Follow-Ups: Within six months
Problem Resolution Time Target (excluding weekend and other non-business days): Within six months
Due to the complex nature of software development and operating environments, Orbis cannot and does not guarantee the time that it will take to resolve a problem. In addition, Orbis’ response times may be affected if a person other than an Authorized Customer Contact contacts Orbis for support, if the information requested by Orbis is not provided and/or if Customer refuses to provide Orbis with access to Customer’s relevant network(s) or system(s), as applicable.
9. Escalating Problems
If the normal support process does not produce the desired results, or if the problem has changed in priority, the problem can be escalated by Customer as follows:
1. First contact the Orbis support person who is working on the problem and request that the priority of the problem be escalated.
2. You may request to speak with an account manager if additional escalation is required.
3. You may request to speak with the Chief Operating Officer if continued escalation is required.
10. Support Exclusions
Support Services do not cover problems caused by the following:
(a) unusual external physical factors such as inclement weather conditions that cause electrical or electromagnetic stress or a failure of electric power, air conditioning or humidity control; neglect; misuse;
(b) fuse of the Licensed Program that deviates from any operating procedures as specified in the Documentation;
(c) Third Party Products;
(d) Modified Code; and
(e) any customized deliverables created by Orbis, Orbis partners or third-party service providers specifically for Customer as part of consulting services.
11. Other Terms and Conditions
11.1 In the event Orbis licenses third party software to Licensee under the Agreement, Orbis shall provide Support Services on such third party software to the degree the applicable third party makes such support available to Orbis. In some instances, some portions of the Licensed Program are supported for an operating system, Java application server, Java Development Kit (JDK), or Java Runtime Environment (JRE) level, even though the third party vendor of that software has withdrawn support. Orbis reserves the right to move support to Priority 3 for these third party software levels at its discretion.
11.2 Customer may be required to upgrade to more recent versions of its operating systems, browsers and databases to receive Support Services. 11.3 Customer acknowledges that correspondence and log files generated in conjunction with a request for Services may contain sensitive, confidential or personal information. Customer is solely responsible for taking the steps it considers necessary to protect such data, including obscuring the logs or otherwise guarding such information prior to sending it to Orbis.
12. Archiving Problems
A problem is archived upon mutual agreement between the consultant that is responsible for the problem and Customer who reported the problem. In cases where the consultant is awaiting further information from Customer, the Orbis support consultant will make at least one attempt either by phone or e-mail to contact Customer within a few business days. During this contact, the Orbis support consultant will communicate a timeline for archiving the problem if further information is not provided. Information is not lost when a problem is archived. If for any reason in the future you need to discuss the specific problem that is documented in an archived track, a new problem will be opened with a new tracking number, and all information will be carried forward into the new tracking entry.
13. Right to Discontinue or Modify Licensed Program and Support Services
13.1 Customer acknowledges that Orbis has the right to discontinue the manufacture and development of any of the Licensed Program, whether in whole or in part (which would include specific modules) (“End of Availability”). Orbis shall publicly post on the Support Site for all of its customers notice of End of Availability, including the last date of general commercial availability of the affected Licensed Program and the timeline for discontinuing Support Services. Orbis shall have no obligation to provide Support Services for Licensed Program that is outside of the applicable service life. Notwithstanding the foregoing, if Orbis discontinues the manufacture and support for a particular piece of Licensed Program, Support Services for any remaining Licensed Program covered by this Support Agreement shall not be adversely affected.
13.2 Orbis reserves the right to alter the Support Services, from time to time, using reasonable discretion but in no event shall such alterations result in: (a) diminished support from the level of support set forth herein; (b) materially diminished obligations for Orbis; or (c) materially diminished rights of Customer. Orbis shall provide Customer with sixty (60) days prior written notice of any material changes to the Support Services contemplated herein.