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    Enterprise Reagent Manager Applications On-Premise Support Services Terms

    v2.9.17
    1. ATTENTION! THE FOLLOWING SUPPORT SERVICES TERMS WILL BE LEGALLY BINDING ON CLIENT UPON EXECUTION OF AN AGREEMENT WITH JAGGAER TO PROVIDE CLIENT ANY JAGGAER ON-PREMISE ENTERPRISE REAGENT MANAGER APPLICATIONS. CLIENT SHOULD CAREFULLY READ THE FOLLOWING SUPPORT SERVICES TERMS BEFORE EXECUTING THE AGREEMENT.
    2. Support Services Hours; Contacts. JAGGAER shall provide Client with maintenance and support services (“Support Services”) via telephone, facsimile, electronic mail, or other electronic means, at JAGGAER’s discretion, from the hours of 8:00 a.m. to 6:00 p.m. ET Monday through Friday, excluding JAGGAER U.S. holidays, (which shall be communicated by JAGGAER to Client reasonably in advance), and 24×7 access for reporting Severity Level 1 (as defined below) situations, to a designated, authorized, qualified, and trained user of the JAGGAER Applications and to one (1) designated, authorized, qualified, and trained user of the JAGGAER Applications designated as a backup (“Support Contacts”). Determination of severity levels shall be within JAGGAER’s sole discretion, acting reasonably.
    3. Response Times. JAGGAER will use commercially reasonably efforts to provide Support Services in accordance with the response times shown in the table below.
    Severity Level Initial Response Time Delivery of a Solution
    or Action Plan
    Severity Level 1 (Urgent): An Incident that severely impacts your use of the JAGGAER Application for production purposes (such as loss of production data or in which your production systems are not functioning). The Incident halts your business operations and no procedural work around exists. Severity 1 Support Services are provided for production environments only. 2 Hours 8 Hours
    Severity Level 2 (High): An Incident where the JAGGAER Application is functioning but, for production purposes, is causing a high impact to portions of your business operations and no procedural work around exists. A reasonable alternative work process can be established in the next release. 4 Hours 2 Business Days
    Severity Level 3 (Medium): An Incident that involves partial, non-critical loss of use of the JAGGAER Application for production purposes. There is a medium-to-low impact on your business, but your business continues to function. No procedural work around exists. A reasonable alternative work process can be established in the next release. 1 Business Day 5 Business Days
    Severity Level 4 (Low): A general usage question, reporting of a documentation error or recommendation for a future product enhancement or modification. For production purposes, there is low-to-no impact on your business or the performance or functionality of your system. 2 Business Days 5 Business Days
    1. Client Support Expectations; Incident Tracking and Resolution. Client will maintain and manage internal support capabilities to address end-user inquiries through Client’s or Client’s subcontractor’s Support Contacts within Client’s (or Client’s subcontractor’s) organization and determine whether an issue or defect (“Incident”) should be communicated to JAGGAER by a Support Contact for Support Services (e.g. a help desk). The Support Contact shall conduct reasonable and adequate research with respect to an Incident prior to contacting JAGGAER for assistance. Reported Incidents shall be reported, logged, and tracked via the use of an incident tracking system, which system may be accessed via accessing a web site. Upon notification by Client of an Incident via the web-tracking tool, an Incident Tracking Number (“ITN”) shall be assigned which will remain open until the Incident is resolved. Client must refer to said ITN for all subsequent inquiries with regard to the Incident. Client will provide JAGGAER reasonable access to the technical operating environment, restricted to only the test environment, in which the JAGGAER Applications run and to supporting technical resources of Client to help identify and resolve any Incidents related to the technical operating environment. Client shall use commercially reasonable efforts to assist JAGGAER in reproducing the specific situation in which a JAGGAER Application, standing alone, demonstrates a failure to substantially conform to all published, functional and technical specifications for the applicable version of the JAGGAER Applications (the “Specifications”). When deemed necessary and requested by JAGGAER, Client shall provide JAGGAER a backup within a reasonable time frame after request to enable JAGGAER to evaluate the Incident and perform testing. JAGGAER’s response time obligations are subject to receipt by JAGGAER of the data backup. JAGGAER will use commercially reasonable efforts to correct reproducible errors to enable the JAGGAER Application to perform substantially in accordance with the Specifications. Client shall be responsible for testing JAGGAER’s resolution of the Incident in Client’s test environment prior to using the JAGGAER Application in the production environment, and Client shall be responsible for maintaining the compatibility of any test environment with the applicable production environment. Any support provided by JAGGAER to ensure the compatibility of Client’s test environment with the applicable production environment may be subject to additional fees under the terms of a Statement of Work executed by JAGGAER and Client.
    2. Updates. JAGGAER may from time to time provide new feature functionality, enhancements, and other changes, which are logical improvements to a JAGGAER Application and which JAGGAER elects to make available to all JAGGAER clients on a commercial basis in the form of a release or otherwise (“Updates”). Continued payment by Client of applicable Support Services fees (for perpetual licenses) or license fees (for term-based licenses) shall entitle Client to receive Updates without being required to pay additional license fees. Updates do not include any new software products that are then made generally available on a commercial basis as separate, price-listed options or additions to a JAGGAER Application nor do they include any hardware, third party software or Professional Services that may be required for implementation.
    3. Scope of Support Services. Support Services are limited to Client’s use of the current General Release – defined as a major version of the software commercially released by the JAGGAER to all JAGGAER clients, designated as a whole number and one decimal number, e.g., 10.3 or 11.1 (vs a minor release which is a whole number and two decimal numbers, e.g., 10.1.1 or 10.1.2) and one (1) immediately previous General Release of the JAGGAER Applications (collectively, the “Supported Releases”). In order to continue to receive Support Services, Client must remain current with the Supported Releases. JAGGAER’s sole Support Services obligation for the prior release is to ensure that it will function in substantially the same manner in which it functioned on the date of the generally available release. JAGGAER shall have no obligation to provide Support Services except to the Support Contact and only with respect to the Supported Releases. When a JAGGAER Application is deployed in conjunction with other software products, including but not limited to web servers, browsers, databases, and operating systems, JAGGAER is not responsible for providing Support Services for these other products, or for ensuring correct interoperation with these products (except to the extent any such software products are listed in the Specifications). At Client’s request, JAGGAER may provide technical, operational or other assistance or consulting in excess of the standard Support Services described herein for additional fees under the terms of a Statement of Work executed by JAGGAER and Client. Support Services do not include any on-site services and JAGGAER shall be reimbursed by Client for any reasonable travel and living expenses and travel time, to be invoiced by JAGGAER on a monthly basis.
    4. Client Data. JAGGAER shall have no responsibility for loss of or damage to Client’s data. Client shall take all necessary steps to back up its data.
    5. Specifications; Third Party Products. Support Services are contingent upon Client (i) providing the environment specified in the Specifications and (ii) obtaining a license to any third party software listed in the Specifications. All required third party licenses, as indicated in the Specifications shall be purchased by Client, established in Client’s name, and Client shall be responsible for any associated obligations or costs associated with the licenses, maintenance, support and any required upgrades for such third party software.
    6. Exclusions. The Support Services exclude any services required to resolve any Incidents arising from or related to: (i) use of the JAGGAER Applications not in accordance with the Agreement, including applicable Specifications; (ii) modification by Client or any third party of any part of the JAGGAER Applications or interface software that interacts with the JAGGAER Applications; (iii) alteration of any underlying data or data structure of, or related to, the JAGGAER Applications other than through use of the JAGGAER Applications in accordance with the Agreement, including the applicable Specifications; (iv) Client’s failure to remain current with Supported Releases; (v) making changes to site configuration as finalized upon Solution Acceptance during implementation, (vi) Client not testing JAGGAER’s resolution of an Incident in Client’s test environment prior to using the JAGGAER Applications in Client’s production environment or from incompatibility between Client’s test environment and production environment, (vii) any failure by Client to provide JAGGAER a backup when deemed necessary and requested by JAGGAER to perform Support Services and (vii) third party software. Any Professional Services provided by JAGGAER to correct any Incidents arising from or related to the items above shall be subject to additional fees under the terms of a Statement of Work executed by JAGGAER and Client.