SPEAR Support Agreement

DEFINITIONS.

 

1.1 "Planned Downtime" means periods of time during which the Hosting Services are suspended or are otherwise unavailable so SPEAR or its third-party subcontractor can perform maintenance, correct faults, and implement updates to the Software.

 

1.2 "Unscheduled Downtime" means periods of time during which the Software is unavailable due to circumstancesbeyond SPEAR's reasonable control, including without limitation, (i) acts of God, acts of government, _flood, fire, earthquakes,civil unrest, acts of terror, strikes or other labor problems, cable or satellite failures or disruptions, unforeseen software errors, malware or security breaches r Internet service provider failures or delays, and (ii) unavailability required by law or governmentregulation.

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2. USE OF THE SERVICES.

 

2.1 SPEAR Responsibilities. SPEAR shall use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week during the term of the Agreement, except for: Planned Downtime, or Unscheduled Downtime. SPEAR shall use commercially reasonable efforts to provide at least 8 hours notice prior to Planned Downtime by email or by posting a notice on the Software's user interface and shall use commercially reasonable efforts to complete all necessary maintenance, fault correction and updating during the time period set forth in such notice. To the extent practical, SPEAR shall schedule Planned Downtime during weekend hours or between the hours of midnight and 5:00AM Eastern Time Zone. SPEAR shall also use commercially reasonableefforts to minimize any Unscheduled Downtime.

 

2.2 Support Availability. During the term of the Agreement, SPEAR shall use commercially reasonable efforts to providesupport to you as follows (all times are in the Eastern Time Zone):

 

• Telephone support: 9:00 A.M. to 5:00 P.M. Monday - Friday. You shall have a separate support number for emergency after hours support. Calls received out of office hours on such number will be forwarded to a mobile phone.

• Email support: Monitored 9:00 A.M. to 5:00 P.M. Monday - Friday. Emails received outside of office hours will becollected, but may not be reviewed until the next working day.

 

2.3  Response Times. Upon receiving a support request relating to the Software, SPEAR shall promptly classify such request as "High Priority" (meaning that access to the Software is unavailable or that documented features of the Software are not functioning as documented and no work around is available), "Medium Priority" (meaning that the Software is not functioning as documented but that such malfunction does not prevent reasonable use of the Software or a work around is available), "Low Priority" (meaning all other deviations from the documented operational parameters of the Software), or "Not an Issue" (meaning a suggestion for alternative functionality or a misunderstanding of the documented operational parameters of the Software or an unavailability due to userhardware or networking components not under the control of SPEAR or an issue arising from the use of hardware or software notmeeting the minimum usage requirements documented by SPEAR). SPEAR shall use commercially reasonable efforts to classifyincidents submitted by you relating to the Software within the following time frames:

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• 0-8 hours (during business hours) for issues classified as High Priority.

• Within 12 hours for issued classified as High Priority but reported outside of normal business hours.

• Within 48 hours for issues classified as Medium Priority.

• Within 5 working days for issues classified as Low Priority.

• For any incident that is classified as Not an Issue, within 5 working days SPEAR will notify you of the basis of itsclassification. No further action shall be required for such incidents.

 

Incidents may be responded to remotely by email, remote support technology or telephone, or any other means that SPEAR determines is appropriate in its reasonable discretion. Onsite assistance shall only be provided when remote assistance is not feasible, in SPEAR's sole discretion. SPEAR shall have no liability or responsibility for failures of any hardware, networking system or component not under SPEAR's direct control. To the extent there is a failure of hardware, networking system or component not under SPEAR's   direct control, SPEAR will use commercially reasonable efforts to identify the issue and assist you in remedying theissue.

 

3. MAINTENANCE RESPONSIBILITIES.

 

3.1  Infrastructure Updates. During the Term of the Agreement, SPEAR or its agents shall be responsible for maintaining the hardware, software, and web hosting facilities in the data center(s), as applicable.   Such maintenance shall include installation of operating system and system software updates as reasonably determined are appropriate by SPEAR, installation and maintenance of any additional security or malware prevention software reasonably determined to be necessary by SPEAR, and hardware andnetworking service and support of hardware system within such data centers.

 

3.2  Updates. To the extent new releases of the Software are made generally available by SPEAR during the term of the Agreement, SPEAR shall create and implement a migration plan to implement such releases to you. To the extent any such update is incompatible with any customization for any reason, SPEAR may provide a services proposal to you under which such customizations will be migrated to the new release at your expense, or, in the event such migration is not feasible during the remaining Term of     the Agreement, or you decline the upgrade for whatever reason, SPEAR shall maintain the prior release of the Software for the remainder of the Term of the Agreement. At its discretion, SPEAR may also provide Upgrades and/or migration at no additional cost if accepted by you.

 

3.3  Back Versions. SPEAR will not be required to host or support any version of the Software for more than two years after a subsequent release of the Software is made generally available. However, if the two years occur prior to expiration of the Agreement, SPEAR shall maintain the prior release of the Software for the remainder of the Term of the Agreement.