Terms of Syteca Software Support Services

The terms and conditions of these Software Support Services (hereinafter referred to as the "Terms") govern the provision of Software Support Services by Syteca Inc., with offices located at 60 Kendrick St., Suite 20, Needham, MA 02494, USA (hereinafter referred to as "Syteca") to users of Syteca Software (hereinafter referred to as the "Customer"). Syteca and the Customer may be hereinafter collectively referred to as the "Parties" or individually as a "Party."

WHEREAS, the Customer is licensing the Software from Syteca under separately executed Software License Terms (as defined below); and

WHEREAS, the Customer desires to obtain Software Support Services from Syteca for the Software, subject to the terms and conditions of these Terms.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

• "Deliverables" means the Maintenance Releases, Documentation, and any other work product that Syteca provides or makes available to the Customer in connection with the Services.

• "Documentation" means Syteca user manuals and installation guides relating to the Software that Syteca provides or makes available to the Customer which describe the functionality, components, features, or requirements of the Software, including any aspect of installation, configuration, integration, operation, or use of the Software.

• "Error" means a reproducible failure of the Software to perform in substantial conformity with the specifications set out in the Documentation, whose origin can be isolated to a single cause.

• "Incident" means a support request that begins when the Customer contacts Syteca to report a specific Error and ends when Syteca either: (a) Resolves the Error; or (b) determines in its reasonable discretion that the Error cannot be Resolved.

• "Maintenance Release" means any update, upgrade, release, or other adaptation to, or modification of, the Software, including any updated Documentation, that Syteca may provide to the Customer from time to time for the duration of the Term of Software maintenance, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software, but does not include any new Version.

• "Version" means any new version of the Software that Syteca may from time to time introduce, as may be indicated by Syteca's designation of a new version number bearing a new first numeral (e.g. 4.X to 5.X).

• "Normal Business Time" means: (a) with respect to first and second line support, 24 hours, 7 days a week; and (b) with respect to third line support, from 8.00 AM until 5.00 PM CET, Monday to Friday, except on Public Holidays.

• "Public Holidays" means: (a) if the Customer is located in the USA or in any other country in the Americas: [list]; or (b) if the Customer is located in any country other than those mentioned in (a): [list].

• "Syteca Personnel" means all persons involved in the performance of Services as employees, agents, or independent contractors of Syteca or any Subcontractor.

• "Resolve" means the provision of: (a) Services that, in Syteca's reasonable discretion, correct the Error; (b) information to the Customer that corrects the Error; (c) information to the Customer on how to obtain a software solution that corrects the Error; (d) notice to the Customer that the Error is caused by an incompatibility issue with the Software; (e) information to the Customer that identifies the Error as being corrected by updating to a newer Maintenance Release or Version of the Software; or (f) notice to the Customer that the Error has been identified as arising out of or resulting from a Service Exception. "Resolution" has a correlative meaning.

• "Respond" means Syteca's initial communication with the Customer, whether by telephone, email, or otherwise, acknowledging the Customer's request for Services in connection with a specific Error. "Response" has a correlative meaning.

• "Software" means the executable, object code version of the Syteca software, and any Maintenance Releases or new Versions provided to the Customer by Syteca pursuant to the applicable Software License Agreement.

• "Third-Party Materials" means materials and information, in any form or medium, that are not proprietary to Syteca, including any third-party: (a) documents, data, content, or specifications; (b) software, hardware, system, network, or other product, facility, equipment, or device; and (c) accessories, components, parts, or features of any of the foregoing.

2. Services

Subject to the terms and conditions of these Terms, and conditioned on the Customer's compliance therewith, Syteca shall provide services to the Customer as set out in this Section 2 (hereinafter referred to as the "Services").

2.1. Scope of Services. During the term, Syteca shall make commercially reasonable efforts to Resolve any Incidents reported by the Customer as follows:

a) Syteca shall provide: (a) email and chat assistance in connection with the identification, diagnosis, and correction of Errors; and (b) access to technical information on the Provider's website for proper use of the Software;

b) Syteca, in its reasonable discretion, shall determine the amount of time it will need to spend to attempt to Resolve any specific Incident;

c) Syteca shall, during Normal Business Hours, initially provide first line support to the Customer to attempt to Resolve the reported Incident and subsequently provide such second and third line support as Syteca, in its reasonable discretion, deems necessary to attempt to Resolve the Incident.

2.2. Services SLA. Syteca shall make commercially reasonable efforts to provide Responses and Resolutions within the following timeframes during Normal Business Hours (hereinafter referred to as “SLA Response/Resolution Time”):

Notes:

a) The SLA Resolution Time is paused during periods of time when Syteca is awaiting additional information requested from the Customer. If no response is received from the Customer after three contacts within a two-week period, the Incident shall be considered closed.

b) The SLA Resolution Time quoted is where the Resolution is completely under the control of Syteca. Where Syteca is reliant on an external supplier, additional time may be required to Resolve the Incident.

c) The SLA Resolution Time for Incidents is the target time to Resolve the Incident or for a workaround to be put in place. The workaround will reduce the Incident severity by restoring basic Software functions. A full Resolution shall then be found as a matter of priority.

d) In extreme cases where an Incident, or group of Incidents, signifies an underlying Software problem, and a workaround cannot be implemented within the SLA Resolution Time, the Customer shall be informed, and a workaround or Resolution shall be implemented as a matter or priority.

2.3. Remote Services. The Customer acknowledges and agrees that Syteca may provide Services to the Customer remotely. The Customer agrees to provide Syteca with access to the Customer as necessary for Syteca to provide the Services to the Customer. The Customer acknowledges and agrees that Syteca may collect, maintain, process, and use certain diagnostic, technical, usage, and related information, including information about the Customer's computers, systems, network, relating to, or derived from, the Customer's use of Software in the course of performing the Services under these Terms. At all times, the Customer's information shall be treated in accordance with Syteca's Privacy Policy, as amended from time to time, which can be viewed at https://www.syteca.com/en/privacy or a successor website address.

2.4. Optional Support Services. Syteca, in its sole discretion, may provide optional support services for Incidents which are out of scope of the Services hereunder to the Customer on the Customer's request, at Syteca's standard hourly rates.

2.5. Maintenance Releases. For the duration of the Term of Software maintenance, Syteca shall provide the Customer with all Maintenance Releases and new Versions.

2.6. Service Changes. Syteca may, in its sole discretion, change any aspect of the Services or their performance in written notice, including by email, to the Customer.

2.7. Subcontractors. Syteca may, in its sole discretion, perform any of the Services by or through third parties or any other Syteca Personnel.

3. Limitations

3.1. Incidents. Syteca has the sole right to determine, in its reasonable discretion: (a) what constitutes an Incident; and (b) when an Incident is deemed to be Resolved.

3.2. Response Time and Resolution. Syteca shall make commercially reasonable efforts to: (a) Respond within the applicable SLA Response Time provided in Section 2; and (b) Resolve an Incident, within the applicable SLA Resolution Time provided in Section 2.2; but does not guarantee that it will be able to Respond within that specific time period or that any Incident shall be Resolved.

3.3. Effect of Customer Failure or Delay. Syteca is not responsible or liable for any delay or failure of performance caused in whole or in part by any delay or failure to perform any of the Customer's obligations under these Terms (each, a "Customer Failure").

4. Exceptions

Syteca has no obligation to provide Services relating to Errors that, in whole or in part, arise out of, or result from, any of the following (each a "Service Exception"):

a) Software, or the media on which it is provided, that is modified or damaged by the Customer or any third party;

b) any operation or use of, or other activity relating to, the Software other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for the Customer's use in the Documentation, unless otherwise expressly permitted in writing by Syteca;

c) any Third-Party Materials;

d) any negligence, abuse, misapplication, or misuse of the Software other than by Syteca Personnel;

e) any Customer Failure, including the Customer's failure to promptly install any Maintenance Release that Syteca has previously made available to the Customer;

f) the operation of, or access to, the Customer's or a third party's system or network;

g) any Unsupported Software, beta software, software that Syteca makes available for testing or demonstration purposes, temporary software modules, or software for which Syteca does not receive a license fee;

h) any breach of, or noncompliance with, any provision of these Terms by the Customer.

5. Customer Obligations

5.1. Notification. The Customer shall provide Syteca with reasonable detail of the nature and circumstances of the Error.

5.2. Compliance. The Customer shall comply with all the terms and conditions of these Terms.

5.3. Use. The Customer shall use the Software solely in accordance with the terms and conditions set out in the applicable Software License Agreement and the Documentation.

5.4. Environment. The Customer shall set up, maintain, and operate in good repair and in accordance with the Documentation, all environmental conditions and components, including all networks, systems, and hardware, in or through which: (a) the Software operates; and/or (b) the Customer accesses or uses any of the Services.

5.5. Access. In connection with the performance of the Services, the Customer shall provide Syteca Personnel with all such cooperation and assistance as they may reasonably request, or otherwise may reasonably be required, to enable Syteca to perform its obligations (including the provision of the Services), and exercise its rights, under and in accordance with the terms and conditions of these Terms, including:

a) reasonable, uninterrupted access, to the Software and the Customer's relevant systems, and networks;

b) reasonable access to the appropriate Customer personnel, including network, systems, operations, and applications personnel; and

c) all necessary authorizations and consents, whether from third parties or otherwise, in connection with any of the foregoing.

5.6. Data Back-Up. The Customer agrees to back up all data, files, and information prior to the performance of any Services, and hereby assumes sole responsibility for any lost or altered data, files, or information.

5.7. Technical Contact. The Customer shall designate and maintain up to five individuals to serve as its primary point of contact for day-to-day communications, consultation, and decision-making regarding the Services (each, a "Technical Contact"). The Technical Contact(s) shall be the sole contact(s) between the Customer and Syteca in connection with day-to-day matters relating to the provision of Services and be responsible for reporting Incidents, providing day-to-day consent and approvals on behalf of the Customer, and communicating with and providing timely and accurate information and feedback to Syteca in connection with the Services. The Customer shall ensure its Technical Contact(s) have the requisite organizational authority, skill, experience, and other qualifications to perform these duties.

5.8. Information. The Customer shall provide Syteca with all information reasonably requested by Syteca from time to time relating to the Customer's use of the Software, Services, or Deliverables, including information on the Customer's hardware, network, systems, and any related Third-Party Materials.

5.9. Current Release. Except as otherwise specified in these Terms, the Customer must make commercially reasonable efforts to run only the current release level of the Software that Syteca has made available to its customers. Syteca shall provide Services for each Version for whichever period is longer, either: (a) 12 months after the official release of a next Version; or (b) 24 months after the initial purchase date of the Software Version by the Customer. All older Versions shall be considered “Unsupported Versions”.

6. Intellectual Property Rights

6.1. Intellectual Property Ownership. The Customer acknowledges and agrees that:

a) the Software and Deliverables are licensed, not sold, to the Customer by Syteca, and the Customer does not, and shall not, possess or acquire, under, or in connection with, these Terms any ownership interest in the Software or Deliverables, or in any related intellectual property rights;

b) Syteca and its licensor(s) are, and shall remain, the sole and exclusive owners of all rights, titles, and interest in, and to the Software and Deliverables, including all intellectual property rights relating thereto.

6.2. No Implied Rights. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to the Customer or any third party, any intellectual property rights or other rights, titles, or interest in, or to any of the Software or Deliverables.

7. Term and Termination

The Customer, subject to payment by the Customer of the then current fee for Services, if any, shall be entitled to receive Services for the duration of the Term of Software maintenance purchased. Thereafter, subject to the Customer’s obligation to pay the respective fees, the Term of Software maintenance shall automatically renew for an additional twelve (12) month renewal term unless either party notifies the other party of its intention not to renew at least thirty (30) days prior to expiry of the current Term of Software maintenance. Syteca reserves the right to refuse renewal of Services, without cause, for any reason or no reason.

8. Disclaimer of Warranties

THE SERVICES AND THE DELIVERABLES ARE PROVIDED "AS IS." SYTECA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THESE TERMS DO NOT AMEND, AUGMENT, OR OTHERWISE MODIFY SYTECA'S WARRANTIES UNDER THE SOFTWARE LICENSE AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.

9. Service Credit

9.1. In the case of Syteca failing to meet the SLA Time for any Incident, the Customer shall be eligible for service credit (hereinafter referred to as "Service Credit"), provided that the Customer reports to Syteca such a failure to meet the SLA Time and requests such Service Credit in accordance with this Section 9. The amount of any Service Credit hereunder shall be calculated as follows: Service Credit = X * Y * 2%, where X = the total fees paid by the Customer for the affected Services for the relevant calendar month (regardless of when billed or payable), and Y = the number of days of delay in meeting the SLA Time. In any given year of Services, the Service Credit shall not exceed 20% of the total fees paid by the Customer for the Services in that year. Service Credit is only redeemable for further purchase of Services renewals.

9.2. To receive Service Credit, the Customer must submit a claim by emailing Syteca to: sales@syteca.com. To be eligible, the credit request must be received by Syteca by the end of the month following the month when the SLA Time was not met and must include: (a) the words “Support SLA Credit Request” in the subject line; (b) the dates when the SLA Time was not met that; (c) the Customer name; and (d) relevant Services ticket number(s). Once such a request is validated, Syteca shall notify the Customer of the issuance of Service Credit. The Customer’s failure to provide the request and information as required above shall disqualify the Customer from receiving the Service Credit.

9.3. The Customer’s sole and exclusive remedy for any Syteca failure to meet the SLA Time is the receipt of Service Credit (if eligible) in accordance with the terms and conditions of these Terms.

9.4. UNDER NO CIRCUMSTANCES SHALL SYTECA BE LIABLE FOR ANY DAMAGES SUFFERED BY THE CUSTOMER AS A RESULT OF SYTECA’S FAILURE TO MEET THE SLA TIME, HOWSOEVER CAUSED. THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH A FAILURE IS DESCRIBED IN THIS SECTION 9.

10. Export Regulation

The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Customer shall not directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any country, jurisdiction, or person to which export, re-export, or release is prohibited by applicable law. The Customer shall comply with all applicable laws and complete all the required undertakings (including obtaining any necessary export licenses or other governmental approvals) prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

11. Entire Terms

These Terms, together with the Software License Agreement into which these Terms are incorporated by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in these Terms and the Software License Agreement, the following order of precedence governs: (a) first, the Software License Agreement; and (b) second, these Terms.

NOTE: The support services described herein do not include Professional Services. To learn more about Syteca’s Professional Services offerings, please refer to the dedicated Syteca Professional Services page, or contact us at sales@syteca.com.