Support and Maintenance Policy

The agreement shall be binding between licensor and a licensee directly in case of Direct distribution, as defined in the agreement. Where a licensee has purchased the services through a reseller, such reseller will be responsible for delivery of the support services to licensee and licensor shall indirectly fulfill the maintenance obligations to licensee through reseller.

SECTION 1 – DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meaning:

• “Error” means any failure of the Software to confirm in any material respect to its publish specifications;
• “Saporo Support Policy” means the published policy of Saporo with regard to Support of the Software, which details the End of Life policy and is subject to change from time to time. Licensee will be notified by Licensor if any changes occur to that policy.
• “Subscription License Agreement” means the Saporo Standard License Agreement, under a subscription license model;
• “Updates” means new versions of the Software that may be released by Saporo from time to time in its sole discretion, other than a version that includes substantial new functionality as compared to the version already in use by Licensee or which is intended for use with a different operating system or different equipment to that with which the Licensee is licensed to use the Products.

SECTION 2 – TERM

The term of this Agreement shall start simultaneously to the license grant and shall continue for the duration of the license subscription period as defined in the Subscription License Agreement.

SECTION 3 – SERVICES

1. General description of Services

During the term of this Agreement, unless provided herein to the contrary, Saporo shall provide Licensee with the Services, which shall include support and maintenance services to the Licensee and shall generally consist in supporting the operational activities of Licensee to allow the availability and functionality of Saporo Product at the agreed levels.

The Services are available for all Saporo Products under the conditions set forth in this Agreement. The Services comprise the following components:

• Recovery in case of failure
• Software maintenance and Error correction
• Software Updates

2. Updates

Periodic Updates to Software shall be provided by Saporo to the Licensee electronically. Saporo shall have sole discretion on when or whether to release Updates. If the Licensee’s network configuration prevents Saporo from electronically updating the Software, Saporo will notify the Licensee whenever a Software Update is available.

SECTION 4 - SERVICE LEVEL

1. Error Correction

Saporo shall use best efforts either to correct or provide instructions for circumventing any verifiable and reproducible Errors discovered in the Products when properly reported to Saporo in accordance with the reporting mechanisms defined below.

Licensees may report Errors regarding the Software using electronic mail to the Support department at hello@saporo.io. Errors may also be reported by phone in emergency cases impacting the Licensee’s business process only.

Following the receipt by Saporo of any Error notification during the support hours, which, for Level 1 Support is available twelve (12) hours a day, 365 days per year, and for Level 2 and higher Support is available between 8:00 a.m. and 6:00 p.m. CET/CEST, Monday to Friday, Swiss bank holidays included (the « Support Hours »), Saporo shall acknowledge receipt of such notification by creating a new file in the Saporo Support Portal in which the following information shall be mentioned: (i) the name of the person to whom the case has been assigned within Saporo, (ii) the status of the Error, (iii) the Error’s priority level, and, as soon as practicable (iv) the proposed next steps towards Error’s correction with their targeted time frame.

Reported Errors have to be reproduced by Saporo prior to being assigned a priority level:

• Priority 1: Urgent process - The reported Error is a defect of general application that results in Licensee being unable to use the Software. Saporo shall use best efforts to commence remedial action for Priority 1 defects within twenty-four (24) working hours from the receipt of the Error notification.
• Priority 2: Short Term process - The reported Error is a serious defect that results in significant production reduction or in the disability of a portion of the functionality. Saporo shall use best efforts to commence remedial action for Priority 2 Errors within forty-eight (48) working hours from the receipt of the Error notification.
• Priority 3: Scheduled process - Any other reported Error. Saporo shall use reasonable commercial efforts to commence remedial action for Priority 3 Errors within two weeks after receipt of notice of the defect. LICENSEE will be informed about whether the defect/error will be remedied or corrected in a subsequent version of release or in the form of a generally issued defect remedy or correction.

To facilitate Errors’ correction, Licensee shall make every reasonable effort to send an example from the run where the Error occurred or shall grant Saporo a secured access to the Licensed Products together with a listing of the related input, where reasonably appropriate, and a written explanation of where Licensee believes the error may lie: A form will be completed online directly via a dedicated support webpage.

2. Other Services

Any other Services listed under section 3 above shall be provided to Licensee during the Support Hours and Saporo commits to make commercially reasonable efforts to maintain sufficient qualified personnel at all times to provide such Services.

SECTION 5 - EXCEPTIONS TO SERVICES

Saporo shall have no obligation to provide Services in relation to queries or Errors arising because of or in relation to any of the following cases:

• Changes made to Software, except if those changes have been authorized by Saporo in writing;
• Use of Software not in accordance with documentation;
• Errors caused by products other than the Software or other products provided by any 3rd party as part of Saporo's contractual obligations under this agreement, i.e. the Licensee’s or end user’s hardware, operating system, network infrastructure etc.; or
• Use of versions of the Software which are older than the current and most-recent previous version, as further detailed in the Saporo Support Policy. A major version is supported up to one year after the release of the next new major version. Saporo generally supports two major versions at any given time. Saporo may charge at its regular billing rates, as communicated to Licensee upon request and as may be amended from time to time by Saporo in its sole discretion, for support provided for Errors or other queries caused by or in relation to the above-mentioned exceptions.

SECTION 6 - LICENSEE’S OBLIGATIONS

1. Licensee’s cooperation

Saporo’s obligations under this Agreement are subject to Licensee providing Saporo with full, good faith cooperation and such information as may be commercially reasonably required by Saporo in order to render the Services. Saporo will provide Licensee with the current problem documentation and support procedures. Licensee shall supplement or modify its operating methods as reasonably required to make effective use of the Software and Services.

2. Technical contact

Licensee shall designate by written notice to Saporo a primary and secondary technical contact (Name, Title, email, Cell Phone at minimum) that shall be the sole interface with Saporo. Licensee may designate replacements for the designated individuals, so long as it does so in writing before the newly designated employee seeks Services from Saporo.

Failure to provide such notice may result in Licensee’s designated individual being denied access to the Services until such time as written notice is received by Saporo.

3. Remote access

In order to facilitate problem reproduction and fixing, and as per its duty to collaborate with Saporo, Licensee acknowledges that Saporo may require remote access to any of the Saporo Appliances (as defined in the Saporo License Agreement) that are part of the Software installation. Such secured access will be granted and given by Licensee to Saporo’s designated technical staff upon request for problem reproduction, diagnosis, test, follow up or anything that might be needed to facilitate identification and speedy resolution of an Error. 

This procedure may be used only if the issue cannot be documented and solved locally or on Licensee’s site. Licensee shall not be obliged to fulfill such request, in which case however Saporo shall no longer be bound by the service levels as defined under section 4 above.

SECTION 7 - TERMINATION AND EFFECT OF TERMINATION

This Agreement shall be terminated simultaneously to the termination of the Subscription License Agreement entered into between the Parties. There will be no possibility of early termination of this Agreement, unless the Licensee and Saporo have entered into a contrary separate agreement in writing. If the License Agreement is terminated, naturally the Support agreement will be terminated as explained in the prior sentence. If the Licensee needs to terminate the agreement for cause, it will be the License Agreement.