Support Maintenance Terms and Conditions

Updated: January 2020

Customer agrees that the following terms and conditions (“Terms and Conditions”) will govern the delivery of any support and/or maintenance services by Conducive (“Support”) listed on an Order entered into pursuant to the Software License Agreement (the “Agreement”) to which these Terms and Conditions are attached and made a part thereof. Subject to Customer’s termination rights set forth in the Agreement, ordering any Support from Conducive indicates Customer’s acceptance of these Terms and Conditions. These Terms and Conditions are effective upon receipt and confirmation of acceptance of Customer’s purchase order by Conducive (the “Effective Date”).

1. DEFINITIONS. Unless otherwise defined in these Terms and Conditions, capitalized terms has the meanings set forth in the Agreement.

2. SUPPORT AND MAINTENANCE.

2.1 SERVICES. Subject to Customer’s timely payment of the applicable annual Support fees set forth in the Order (the “Support Fees”), Conducive will provide the level of Support identified in the Order in accordance with the Support descriptions set forth below. No other maintenance or support for the Software is included.

2.2 Support Fees. Support Fees will be due and payable in accordance with the Order. Conducive will notify (electronically or otherwise) Customer of the then-current annual Support Fee for Customer’s level of Support in each notice of term renewal. Support Fees are non-refundable once paid.

2.3 Exclusions. Conducive will have no obligation of any kind to provide Support for issues caused by or arising out of any of the following (each, a “Licensee-Generated Error”): (i) modifications to the Software not made by Conducive; (ii) use of the Software other than as authorized in the Agreement or as provided in the documentation for the Software; (iii) damage to the machine on which the Software is installed; (iv) Customer’s continued failure to use the Software without reference to the documentation; (v) versions of the Software other than the most recent version or the Supported Prior Version (defined in Section 2.6.9); (vi) third-party products not expressly supported by Conducive and described in the documentation; or (vii) conflicts related to replacing or installing hardware, drivers, and software that are not expressly supported by Conducive and described in the documentation. If Conducive determines that support for an issue caused by a Licensee-Generated Error, Conducive will notify Customer as soon as reasonably possible under the circumstances. Conducive will have no obligation to provide support for coverage not included in a support plan, as described in Section 2.6.2. If Customer agrees, via a confirming email, that Conducive should provide support for coverage not included in a support plan or for the Licensee-Generated Error, then Conducive will have the right to invoice Customer at Conducive’s then-current time and materials rates for any such support provided by Conducive.

2.4 Restrictions. Support is delivered only in English.

2.5 Underlying Software. Conducive Support will determine if a defect is caused by the Purchased Software or by Splunk. Should Conducive determine that the defect is caused by Splunk, Conducive will provide reasonable assistance to resolve the defect, and Customer agrees to work with Conducive and Splunk Support to resolve defect. Splunk support tickets must be submitted by Customer.

2.6 Support Descriptions.

2.6.1 Conducive Support. Customer’s Order will identify one of three levels of Support: Basic, Standard, Enterprise, as described in Section 2.6.2. Every level of Conducive Support provides telephone support, documentation, email and a web-based portal for submitting cases and tracking case status. Support cases are handled based on case priority levels as described in Section 2.6.3. When submitting a case, Customer will select the priority for initial response by logging the case online, in accordance with the priority guidelines set forth in Section 2.6.3. When the case is received, Conducive Support may change the priority if the issue does not conform to the criteria for the selected priority and will provide Customer with notice (electronic or otherwise) of such change.  For Conducive Basic, Standard or Enterprise Support, Conducive will respond to support requests and will provide workarounds or fixes in accordance with the guidelines set forth in Section 2.6.4.

2.6.2. Support Plans

2.6.3. Case Priority Levels. Case priorities are assigned based on the technical importance of the problem on Customer’s environment.

2.6.4. Target Fix, Workaround, Escalation and Response Times.

2.6.5. Authorized Support Contacts. Support will be provided solely to the authorized individual(s) specified by Customer that Conducive will communicate with that individual(s) when providing Support (“Support Contacts”). Conducive strongly recommends that Customer’s Support Contact(s) be trained on the Purchased Software. Customer’s Order will indicate a maximum number of authorized Support Contacts for Customer’s license level. Customer will be asked to designate Customer’s authorized support contacts, including their primary email address and Conducive Support Portal login ID, following Conducive’s acknowledgment of Customer’s Order.

2.6.6. Defect Resolution. Should Conducive in its sole judgment determine that there is a defect in the Purchased Software, it will, at its sole option, repair that defect in the version of the Software that Customer is currently using or instruct Customer to install a newer version of the Software with that defect repaired. Conducive reserves the right to provide Customer with a workaround in lieu of fixing a defect should it in its sole judgment determine that it is more effective to do so.

2.6.7. Support Hours. Support is provided via telephone, email and web portal. Support will be delivered by a member of Conducive’s technical support team during the Conducive standard business hours (8am – 5pm Central Time, Monday through Friday), excluding Conducive holidays.

2.6.8. Customer’s Obligation to Assist. Should Customer report a purported defect in the Purchased Software to Conducive, Conducive may require Customer to provide them with the following information: (a) a general description of the operating environment, (b) a list of all hardware components, operating systems and networks, (c) a reproducible test case, and (d) any log files, trace and systems files. Customer’s failure to provide this information may prevent Conducive from identifying and fixing that purported defect.

2.6.9. Software Upgrades and Software End of Life Policy. When available, Conducive provides updates, upgrades, maintenance releases only to Conducive Support customers. Subject to the foregoing, Conducive provides full Support, including, when available, bug fixes, only on the current major release and (a) the immediately prior major release or (b) twenty-four months from the then current major release, whichever period is greater (“Supported Prior Versions”).

2.7. Changes in Support and Software. Subject to Section 2.6.9, Customer acknowledges that Conducive has the right to discontinue the manufacture and development of any Software and the Support for any Software, including the distribution of older Software versions, at any time in its sole discretion, provided that Conducive agrees not to discontinue Support for the Software during the current annual term of these Terms and Conditions, subject to the termination provisions herein. Conducive reserves the right to alter Support from time to time, using reasonable discretion but in no event will such alterations result in (i) diminished support from the level of Support set forth herein; (ii) materially diminished obligations for Conducive; (iii) materially diminished Customer’s rights; or (iv) higher Support Fees during the then-current term. Conducive will provide Customer with thirty (30) days’ prior written notice (delivered electronically or otherwise) of any permitted material changes to the Support contemplated herein.

3. TERM AND TERMINATION.

3.1. Term. These Terms and Conditions will commence on the Delivery date and, unless terminated earlier in accordance with the terms of the Agreement, for a period of one (1) year (or for term purchased if different than one year) thereafter (the “Initial Term”). The agreement will automatically renew for additional one (1)-year terms (or for term purchased if different than one year) (each, a “Renewal Term,” and the Initial Term, collectively with any and all Renewal Terms, will be referred to as the “Support Term”), unless either party provides the other (or if purchased through a reseller, Customer provides reseller) with written notice of its intent not to renew the agreement at least thirty (30) days prior to the end of the then current Initial Term or Renewal Term. Customer must purchase and/or renew Support for all of the licenses for a particular Software product. If the Support Term lapses, Customer may seek to re-activate Support by submitting a purchase order that includes fees for the lapsed period plus a reinstatement fee.

3.2. Termination. Either party may terminate this Agreement by written notice to the other party if the other party materially breaches this Agreement and does not cure the breach within thirty (30) days of receiving notice of the breach. If Customer terminates the agreement for Conducive’s uncured material breach of the support and maintenance terms set forth here in Section 3, then Conducive will refund any unused prepaid fees to Customer as Customer’s sole and exclusive remedy.

4. FORCE MAJEURE. Conducive will not be responsible for any failure or delay in its performance under these Terms and Conditions due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.