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viLogics Support Terms

VILOGICS SUPPORT TERMS

These ViLogics Support Terms (the “Support Terms”) detail the customer support provided by ViLogics, Inc. (“ViLogics”) with respect to the Total Secure Office Platform to by the ViLogics customer (“Customer”) under the ViLogics Master Subscription Agreement, including the MSA Solutions Addendum: TSO Platform Terms (collectively, “MSA,” available at https://www.viLogics.com/legal/master-subscription-agreement/, or another version of the MSA agreed to in writing among such Customer and ViLogics) (“Support Services” as further detailed below below). Support Services are expressly conditioned on Customer abiding by terms of the MSA, and the MSA are hereby incorporated by reference to these Support Terms. Support Services provided to Customer are coterminous with the Subscription Term stated in a valid Order Form (each capitalized term, as defined in the MSA). Support Services are not cancellable during a given Singularity Platform Subscription Term.

Capitalized terms not defined but used herein have the meaning assigned to such terms in the MSA. In the event of any conflict between these Support Terms and the MSA, the terms of the MSA shall control unless clearly stated otherwise in a version of these Support Terms executed by ViLogics.

In the event Customer has purchased the TSO Platform and Support Services from ViLogics through a ViLogics authorized partner (“Partner”), Customer will be entitled to all the rights set forth herein as related to the Support Services purchased by Customer if Customer: (a) is the original purchaser of the covered TSO Platform, and (b) provided with its purchase subscription to the TSO Platform true, accurate, current and complete information to ViLogics or the Partner, and has maintains and updates such information to keep it true, accurate, current, and complete during Customer’s Subscription Term, subject to the relevant Partner providing certain support services to Customer under a separate agreement among Partner and Customer.

Definitions
  • 1.1. “Action Plan” means a formal verbal or written description of the tasks to be undertaken by ViLogics and Customer to diagnose, triage, and address a support issue, along with an approximate timeframe for the processing and completion of tasks.
  • 1.2. “Force Majeure Event(s)” means circumstances beyond ViLogics’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond ViLogics’s control.
  • 1.3. “Initial Support Request” means support request submitted by designated Customer representative support contact or their designated Partner to report a suspected Malfunction.
  • 1.4. “Interoperability” means a Malfunction caused by an interoperation of the Singularity Platform with a software component at Customer’s environment.
  • 1.5. “Maintenance Window” means Saturday between 10 PM EST -5 and Sunday 6 AM EST -5.
  • 1.6. “Malfunction” means any error or other condition that prevents the TSO Platform from performing substantially in accordance with the operating specifications in the then current Documentation, but excluding Interoperability caused by a Malfunction Exception.
  • 1.7. “Malfunction Exception” means TSO Platform component Malfunction caused by, related to or arising out of any abuse, misuse or unauthorized use of the Singularity Platform by Customer, or any unauthorized combination of the Singularity Platform with any software or hardware components, or other item not reasonably expected to be combined with and/or interoperate with the Singularity Platform or an interoperability beyond ViLogics’s reasonable control.
  • 1.8. “Planned Downtime” means downtime during a Maintenance Window or planned downtime outside a Maintenance Window which shall not exceed six (6) hours a month.
  • 1.9. “Resolution” means a temporary workaround solution or a configuration that renders the TSO Platform reasonably functional for their intended purpose or a solution that renders the Singularity Platform substantially in conformity with the Documentation in an upcoming update.
  • 1.10. “Response” means ViLogics’s personnel response via outbound e-mail, web or phone consultation (based on the Support Plan purchased) to a designated Customer support contact, acknowledging receipt of an Initial Support request.
  • 1.11. “Response Time” means the elapsed time between the Initial Support Request and the target time for a Response during Support Hours.
  • 1.12. “Support Plan(s)” means the different support tiers, Standard Support, Enterprise Support, and Enterprise Pro Support offered by ViLogics to customers, as further detailed in these Support Terms and related Documentation, and as stated in each case in a relevant Quote or Purchase Order.
  • 1.13. “Support Hours” means 9X5 (business hours) during weekdays for Standard Support and 24X7 for Enterprise and Enterprise Pro Support, in each case 365 days per year.
Scope of Support Services
  • 2.1. ViLogics provides Support Services for: (i) its most current Version of the TSO Platform agents (including all Resolution thereof), and (ii) only non-end of life hardware with current hardward support agreements in place that currently have the TSO Platform on said endpoints. Provided Customer is in compliance with all of the terms of these Support Terms and the MSA, and has paid all applicable Support Fees, ViLogics will provide to Customer the Support Services set forth herein. In addition, ViLogics will provide, upon Customer’s request, reports on the status of the Support Services requested by Customer.
  • 2.2. Support Services consist of: (i) reasonable web, e-mail, and phone support for a Standard Support Plan or an Enterprise Support Plan as detailed (all Support Services provided in English), and (ii) reasonable efforts to provide Resolution. Support Services provided via email shall be used solely for ongoing communication between ViLogics and Customer to address open support tickets and shall not be used to generate new support tickets.
Support Services Process
  • 3.1. Customer Responsibilities: Before contacting ViLogics with an Initial Support Request or with a suspected Malfunction, Customer undertakes to: (i) analyze the Malfunction to determine if it is the result of Customer’s misuse, the performance of a third party or some other Malfunction Exception or cause beyond ViLogics’s reasonable control, (ii) ascertain that the Malfunction can be replicated, and (iii) collect and provide to ViLogics all relevant information relating to the Malfunction. For any Priority 1 Urgent support issues, Customer must submit an Initial Support Request via phone.
  • 3.2. ViLogics Response: Upon receiving Customer’s Initial Support Request, ViLogics’s qualified personnel will use commercially reasonable efforts to provide a Response within the Response Time detailed in the Priority levels and communication channels detailed in the table below. For Priority 1 issues, Response Time will be measured from Customer’s phone call. Following the initial Response, ViLogics support representative will explore the nature of the Malfunction experienced by Customer and its effect on the TSO Platform, and reasonably assign a priority level to the Malfunction in accordance with definitions in the table below. A Response Time is a guarantee of communication timeframes, and ViLogics does not guarantee a Resolution within these timeframes. ViLogics will make commercial reasonable efforts to reach an Action Plan within a reasonable time after the Response.
  • 3.3. Support Services Workflow: ViLogics will use commercially reasonable efforts to provide Customer with a Resolution within a reasonable time after an Action Plan has been established and also taking into account ViLogics’s platform schedule and severity of Malfunctions.

    In providing Support Services, ViLogics support personnel may interact with the Customer’s TSO Platform instance, review application data within such instance and otherwise exchange relevant information with Customer as needed to provide such Support Services.
  • 3.4 Remedies: The remedies set forth herein are Customer’s sole and exclusive remedy with respect to any Malfunction. ViLogics has no obligation to provide Support Services, Resolution with respect to any Malfunction Exception.
Additional Terms for Hardware. The terms in this Section 4 shall only apply to Solutions which include hardware.
  • 4.1. Customer Obligations. In connection with ViLogics’s provision of the Support Services for Solutions which include hardware, Customer shall : (i) maintain the hardware in good working order in accordance with the manufacturers’ specifications and the in accordance with the Documentation; (ii) supply ViLogics with access to and use of information, networks, facilities and personnel reasonably determined to be necessary by ViLogics to render the Support Services; (iii) reasonably perform any tests or procedures recommended by ViLogics for the purpose of identifying and/or resolving any problems; (iv) implement in a reasonably timely manner all Enhancements provided by ViLogics. Customer’s delay or failure to satisfy the foregoing shall relieve, for the duration of the delay or failure, ViLogics’s obligations under these Support Terms with respect to the Support Services requested.
  • 4.2. Hardware Return. If ViLogics determines that hardware return is required under Support Services, Customer must contact ViLogics to arrange the generation of a return merchandise authorization number. Customer shall return the hardware in secure packaging, freight prepaid, as instructed by ViLogics. At its sole option, ViLogics will either repair or replace any defective hardware component of the hardware with products or components of equal or greater functionality as the returned hardware. Should ViLogics choose to replace the hardware, Customer understands and agrees that Customer is responsible for paying ViLogics for the replacement parts, units, and products if Customer does not return the defective hardware to ViLogics within twenty-one (21) days after the delivery of a replacement.

Priority Levels and Response Times

PRIORITY DEFINITION RESPONSE TIME within 95% of the time during each calendar month
P1– Urgent Customer reports a outage “ Systems are down” that (a) renders the 80% of the end users inoperative or intermittently operative, (b) causes any material feature to be unavailable or substantially impaired, (c) materially compromises overall system operability or data integrity when the TSO Platform and are installed and operational in a production environment (that is, causes a multiple system crash or hang, or loss or corruption of data), or (d) causes a complete failure of the systems and services. 4 hours (Web submission followed by a Phone call)
P2 – High Customer reports a Malfunction but can still work in a limited capacity that (a) renders a required program or feature of the TSO Platform inoperative or intermittently operative or (b) substantially degrades performance in a production environment. 12 hours (Web submission followed by a Phone call)
P3- Normal Customer reports a Malfunction that (a) renders an optional program of feature inoperative or intermittently operative or (b) causes only a minor impact on Customer’s use of the TSO Platform. 24 hours (Web submission followed by a Phone call)
P4 – Low Customer reports a Malfunction (a) that has only a minor effect on the TSO Platform functionality, (b) cosmetic flaws or (c) inquiries and questions about configuration and management of the TSO Platform. 72 hours (Web submission Only)