TERMS AND CONDITIONS

These maintenance and support terms are attached the Order Form (the “Order Form”) between Krista Software (“the Company”) and End User or Subscriber to the Service (Customer).  Capitalized terms used herein shall have the same meaning as set forth in the Agreement, unless otherwise defined herein.

1. Definitions.

“Error” means any verifiable and reproducible failure of the Products to substantially conform to the functional specifications for such Products.  Notwithstanding the foregoing, “Error” does not include any such failure that is caused by:  (i) the use or operation of the Products with any other software or programming languages or in an environment other than that set forth by Company in accordance with the documentation provided to Distributor with respect to the Products (the “Documentation”); (ii) modifications to the Products not made or approved by Company and made after delivery of the Products; or (iii) any bug, defect or error in third-party software used with the Products. 

“Error Correction” means either:  (i) a modification, addition to or deletion from the Products that substantially conforms such Products to the then-current functional specifications; or (ii) a procedure or routine that, when exercised in the regular operation of the Products, eliminates any material adverse effect on the Customer caused by such error.

“First Level Support” includes:  (i) call acceptance from Customer with diagnosis of problems to determine if they relate to hardware, operating system or application software, whether provided by Company, Distributor or other third parties; and (ii) investigating and collating all suspected Errors in the Products reported by a customer and attempting to apply known product temporary fixes (each, a “PTF”) or Maintenance Releases previously supplied by Company. 

“Maintenance Release” means any PTF, Error Correction, workaround, Documentation or other maintenance media or correction made generally available by Company to its customers.

“Major Release” means any release that adds major new capabilities or functionality to the Products (including, without limitation, all Maintenance Releases made since the most recent Major Release). 

“Second Level Support” includes problem diagnosis and Error Corrections or avoidance (workarounds) with respect to suspected Errors in the Products reported by customers, along with the provision of any Maintenance Release and/or Major Release for the Products made available by Company during the Term of the Agreement.  Second Level Support also includes response to general advice and guidance types of questions from Customers.

“Severity level” means the following for any reported Error:

1. a) “Severity 1“ means “System Down” or a Product-inoperative condition impacting a production environment, such as (i) no one at the Customer can log into the Product; (ii) a substantial portion of mission-critical data is at a significant risk of loss or corruption; (iii) a substantial loss of service; (iv) business operations have been severely disrupted; or (v) an incident in which the Product causes catastrophic network or system failure or that compromises overall system integrity or data integrity when the Product is installed or when it is in operation (i.e., system crash, loss or corruption of data or loss of system security) and significantly impacts ongoing operations in a production environment.

1. b) “Severity 2“ means a suspected high-impact Product Error that materially restricts the use or performance of the Product or the Customer’s network.

1. c) “Severity 3“ means a Product Error that causes a minor impact on the use of the Product or a Documentation error or feature may not work as documented by Company.

1. d) “Severity 4” means a question about a Product’s use or implementation.

2. First Level Support.

1. Company will provide First Level Support to Customer for the Products. Customer will make commercially reasonable efforts to log, verify (including collecting such diagnostics as are reasonably requested by Company from Customer) any reports of bugs or performance problems relating to the Products and use commercially reasonable efforts to resolve such bugs or performance problems in accordance with Company’s standard support policies.  Company shall designate the initial Severity (1 to 4) of the service call.

1. Company shall respond to requests for First Level Support via on-line service on a 24 hour, 7 days per week, 365 days per year basis. For all First Level Support, Company shall use reasonable efforts to respond to Customer requests for service within the following response times:

3. Second Level Support.

1. Company will provide Second Level Support to Customer with respect to the Products in accordance with the Severity level.

1. Company shall respond to requests for Second Level Support via on-line service on a 24 hour, 7 days per week, 365 days per year basis. For all Second Level Support, Company shall use reasonable efforts to respond to requests for service within the response times noted in 2B above.
2. If any correction to a Product is required as part of Second Level Support, Company will provide the applicable Maintenance Releases in the appropriate format to Customer. Company will use reasonable efforts to provide corrections or workarounds to all Errors reported in the following time periods:

1. In the event that a Customer needs to escalate the Severity Level of a problem, or Company fails to respond or provide an Error Correction or avoidance within the above time periods, Customer may escalate the problem to Company’s customer services (or engineering) manager, or, if necessary, to Company’s senior management. In such event, Company’s senior management will engage with Customer within one business day and then provide the problem diagnosis and resolution to the escalated problem within two business days of Customer’s notification of escalation.

1. Company will support the then-current, generally available Major Release and the immediately prior Major Release of the Products only.

1. If a Customer has a support contract with Company that includes onsite support for a Severity 1 problem and it is determined during the diagnosis of a Severity 1 problem that it cannot be resolved remotely,

Company agrees to send a Company resource to the Customer site to troubleshoot and resolve the problem.  If Company reasonably determines that the problem is a Product Error, Company will not charge the Customer for its travel and expenses related to such onsite support.  If the problem is determined not to be the result of a Product Error, Customer will reimburse Company’s reasonable travel and expenses pursuant to Company’s then-current travel and expense guideline.