Unitrends, Inc. Software and Hardware Maintenance and Technical Support Agreement

Transcription

1 1 Unitrends, Inc. Software and Hardware Maintenance and Technical Support Agreement This Software & Hardware Maintenance and Technical Support Agreement (this Agreement ) is between Unitrends, Inc., a South Carolina corporation with offices at 7 Technology Circle, Suite 100, Columbia, SC ( Unitrends ) and the customer organization executing the Agreement ( Customer ). Definitions 1. Administrative Contact: Means Customer s designee responsible for the Unitrends relationship and allocation of Technical Contacts within Customer s organization. This is a non-technical role in the relationship; the Administrative Contact cannot open Cases but is authorized to escalate existing Cases unless such Administrative Contact is also a Technical Contact (as defined hereunder). 2. Case: Means the documented tracking of a specific Problem or question initiated by a Technical Contact via telephone, , chat or the Customer Portal. 3. Custom: Means a configuration, deployment, patch or other non-standard solution which is not included in the Supported Software. 4. Customer Support Portal: Means the internet portal site designated by Unitrends to which Customer may direct Problems or questions. 5. Current Release: Means the Release which represents the most recent distribution of an Architectural Release, Major Release or Minor Release. For example, the Current Release as of October 1st, 2013 is x. In the event of an Architectural Release to x or a Major Release to x or a Minor Release to x, such Release would replace x as the Current Release. 6. Documentation: Means the written user documentation and video tutorials provided by Unitrends for use with the Software and Hardware and designated by Unitrends as user documentation. 7. Effective Date: Means the date upon which the term of the Agreement commences as specified on the signature page of this Agreement. 8. Enhancement: Means a new feature or functionality not available in the current Supported Software or Supported Hardware release, tracked as a Request for Enhancement. 9. Fix: Means the repair or replacement of object or executable code versions of the Supported Software or the repair or replacement of hardware component(s) to the Supported Hardware to remedy a Problem.

2 2 10. Hardware: Means the Unitrends-supplied computer hardware only, excluding any third party equipment, software, supplies or accessories included with such hardware and attached, networked or otherwise connected non-unitrends supplied hardware devices, provided to Customer in accordance with the terms of the applicable purchase agreement. 11. Local Time: Means the time zone associated with the location of the applicable Supported Hardware. 12. On-Site Support: Means the technical support provided at Customer s site(s) by Unitrends engineers or qualified representatives trained and skilled to diagnose and remedy reported Problems. 13. Problem: Means an error in the Supported Software or Supported Hardware that causes it not to conform materially to the Documentation but Problems do not include any exclusions specified elsewhere in this Agreement, including without limitation Section 4.3 and Section Problem Resolution: Means the use of commercially reasonable efforts to correct a Problem. 15. Release: Means a general release version of the Software containing feature function enhancements. General form of the release is X.yy.z x where X represents an Architectural Release; yy represents a Major Release; z represents a Minor Release; and x represents a Bug-fix Release. 16. Bug-fix Release: Means a Revision of the Supported Software that corrects a Problem. 17. Minor Release: Means a Revision of the Supported Software that delivers minor improvement, incremental features or enhancements of existing features, and or/functionality to the Supported Software. 18. Major Release: Means a Revision of the Supported Software that delivers significant improvements or enhancements of existing features and/or functionality to the Supported Software. 19. Architectural Release: Means a new version of the Supported Software that delivers fundamentally modified system architecture in addition to improvements or enhancements of existing features and/or functionality to the Supported Software; Professional Services are typically required to upgrade from prior Releases. 20. Request for Enhancement ( RFE ): Means a requested change or addition to the features and functions of the Supported Software or Supported Hardware. 21. Revision: Means the interim version of a Release containing code correction and product quality improvements. 22. Software: Means the Unitrends-supplied computer software, in object code format only, including any Updates provided to Customer in accordance with the terms of the applicable Software license agreement and Hardware purchase agreement.

3 3 23. Software Updates (or Updates): Means subsequent Releases, Revisions, Fixes, and improvements to the Software that are generally made available at no additional charge by Unitrends to its customers entitled to receive Technical Support. Updates do not include any Releases, Revisions, improvements, enhancements, options, new features, new functionality modules, extensions or new products for which Unitrends elects to charge separately. 24. Supported Software: Means the unmodified Current Release of the Software. 25. Supported Hardware: Means Hardware which is purchased from Unitrends, unmodified and remains in a Unitrends approved configuration. 26. Technical Contact: Means Customer s designated technical support contact. Names and contact information for Technical Contacts must be provided to Unitrends prior to any Customer requests. 27. Technical Support (or Support): Means the technical support services expressly specified in Sections 2, 3 and 4 of this Agreement to be provided on the Supported Software and Supported Hardware by Unitrends engineers or other qualified representatives trained and skilled to diagnose and remedy reported problems. 28. Unitrends Support Center Access Level: Means the support level purchased by the Customer. These Unitrends Support Center Access Levels are described on Exhibit A. 29. Workaround: Means a temporary solution or Fix that restores operational capability without severely compromising the performance of the Supported Software or integrity of the operating system or data. Workarounds may include changes to configuration parameters or operational processes. Technical Support Services 1. Scope of Technical Support: During the Term of this Agreement, Unitrends will exercise commercially reasonable efforts to resolve Problems reported by the Customer in the Supported Software or the Supported Hardware in accordance with the provisions of this Agreement. Technical Support will be provided only to authorized Technical Contact(s) identified by Customer in accordance with the then current Unitrends policy and will consist only of telephone assistance, access to web-based self-help and web-based resources, and Fixes as deemed necessary by Unitrends for the Supported Software and Supported Hardware as set forth in Section 3 and Section Support Center Access Level: Unitrends will provide Technical Support to the Customer at the Unitrends Support Center Access Level the Customer has selected and purchased. 3. On-Site Support Costs: Except for On-Site Support Unitrends elects to provide for the purpose of diagnosing and repairing Problems on Supported Hardware, any Customer requested visits to Customer s site by Unitrends for On-Site Support or otherwise are not included in the scope of this Agreement and will be charged separately at the then-current Professional Services rate, plus reasonable living and travel expenses.

4 4 4. Support Services Handbook: Details of the process for contacting Unitrends support to submit Problems and problem resolution objectives can be found in the Unitrends Support Services Handbook. This document, which is changed from time to time as program details change, includes responsibilities of Unitrends and Customer with respect to the customer support program. Software Support 1. Updates: Updates for the Supported Software are included with Technical Support and shall be provided to the authorized Technical Contact identified by Customer in accordance with the then current Unitrends policy. 2. Update Releases and Required Upgrades: Unitrends reserves the right to release Software Updates that may require upgrades or replacement of Supported Hardware. If and when this occurs, customers that have paid for continuous Technical Support coverage will be provided special hardware-only upgrade pricing. Customers who have not paid for continuous Technical Support coverage will not be entitled to receive this special upgrade pricing offer. 3. Professional Services: While Software Updates are provided free of charge as part of Technical Support, Unitrends reserves the right to charge its then current Professional Services rates for professional services required or desired, which may include, without limitation, to install Software Updates, to upgrade Supported Hardware, to install the Supported Hardware and configure the Supported Software in the Customer s environment or to configure additional servers in the Customer s environment. 4. Custom Solutions: Unitrends may provide, at its discretion and if feasible, Custom solutions to meet a Customer s business requirements. Unitrends will submit to Customer an estimate of the needed actions and their related costs (which costs will be in addition to the fees payable under this Agreement). Customer must authorize, in writing, the implementation of the Custom solution before any work will proceed. Any Custom solution implemented for a Customer remains Custom and is supported as a one-off solution at the then current Professional Services rates until such time as the feature-function provided by the Custom solution is included by Unitrends in its discretion as a part of the Supported Software. Hardware Support 1. Support: Unitrends will only provide Technical Support for Supported Hardware. Customer must maintain Supported Hardware in a controlled environment typical to business critical servers, including an uninterruptible power supply (UPS) and a cooled environment to avoid overheating. 2. Problem Resolution: Resolution of Problems on Supported Hardware includes only the replacement or repair of defective parts which arise from manufacturers defects or normal wear and tear in the ordinary course of business. The following is not covered by Hardware Support: Reconditioning of Supported Hardware, or major overhauls to Supported Hardware Updates to Customer s Supported Hardware that are necessary to use a Software Update

5 5 Updates to Customer s Supported Hardware necessary to expand capacity, processing speed or memory of the Supported Software or Supported Hardware to accommodate Customer s business requirements Replacement of Supported Hardware damaged as a result of improper use or maintenance 3. Support Coverage and Out of Scope Items: If Unitrends determines that any actions not covered by Hardware Support are necessary to return a Product to working condition, Unitrends will submit to Customer an estimate of the needed actions and their related costs (which costs will be in addition to the fees payable under this Agreement). If the Customer does not authorize the actions recommended by Unitrends, then Unitrends may, at its option, discontinue support of the Supported Hardware under this Agreement and refund any unused portion of the applicable Fee to Customer. Fees, Payment Terms and Taxes 1. Fees: Customer agrees to pay the fees due under this Agreement to Unitrends in advance. 2. On-Site Support Fees: Except for On-Site Support that Unitrends elects to provide to diagnose and repair Problems on Supported Hardware, Customer agrees to pay fees and expenses to Unitrends at its then current Professional Services rates for customer requested visits to Customer s site by Unitrends for On-Site Support or otherwise during the Term of this Agreement. 3. Renewal Fees: If this Agreement is renewed, renewal fees will be determined at the time of renewal. 4. Renewal after Lapse: If there is a lapse in the Term of this Agreement due to failure to renew or nonpayment of fees, Unitrends will reinstate the Agreement only after Customer pays all fees that would have been due during the period of the lapse, plus a 20% reinstatement fee. If the customer requests assistance from Unitrends Support during the period of the lapse, the customer will be invoiced at the current hourly fee for services rendered. To ensure that there is no lapse in service, the Customer must ensure that all renewal fees are paid prior to the contract expiration date. 5. Payment Terms: Invoices are due and payable thirty (30) days from date of invoice. In the event that any invoice is not paid when due, Customer will be subject to a late fee at the rate of one and one-half percent (1.5%) per month on the outstanding amount or the maximum rate permitted by law, whichever is less, and Unitrends may elect to suspend all Technical Support services to Customer until all outstanding invoices are paid. 6. Taxes: Customer will bear and be responsible for (i) the payment of all taxes associated with the services performed hereunder (other than taxes based on Unitrends net income) however designated, including value added and withholding taxes and/or the like, which are levied or based upon such charges or upon this Agreement and (ii) keeping all records and/or impounding or paying all taxes (e.g., national, local, self employment tax, foreign tax withholding, etc.) and any other charges required by and imposed by any taxing authority on payments to Customer s employees or agents.

6 6 Limitations of Support and Other Errors 1. Limitations: Unitrends will have no obligation to support: (i) modified or damaged Software or any portion of the Software incorporated with or into other software; (ii) Software that is not the then Current Release; (iii) Hardware that is not supplied by Unitrends (iv) problems caused by Customer s negligence, abuse or misapplication, use of the Software or Hardware other than as is specified in the Documentation, or other causes beyond the control of Unitrends including, but not limited to damage caused by fire, lightning, accident, flood, or other similar causes, modification, unsuitable physical environment and improper service by someone other than Unitrends or a Unitrends authorized service agency; (v) any third party software; or (vi) problems caused by any hardware, third party software or other software that is not supported by Unitrends. Unitrends will not be responsible for the cost of any changes to Customer s hardware or software which may be necessary to use the Software due to a Workaround or Update. 2. Out of Scope Items: If Unitrends determines, at its discretion, that a Problem reported by Customer may not be due to Unitrends Supported Software or Supported Hardware, Unitrends will so notify Customer, who then may either: (i) instruct Unitrends to proceed with Problem determination at Customer s possible expense (requires written authorization), as further provided below; or (ii) advise Unitrends that Customer does not wish the Problem pursued at its possible expense, in which case Unitrends may elect, at its sole discretion, not to pursue the Problem without liability therefore. 3. Customer Responsibilities: If Customer requests that Unitrends proceed with Problem determination at Customer s possible expense, Customer must provide authorization in writing. If Customer authorizes Unitrends to proceed and Unitrends subsequently determines that the Problem was not caused by Unitrends Supported Software or Supported Hardware, Customer will compensate Unitrends for all work performed in connection with such determination on a time and materials basis, plus reasonable related expenses incurred therewith, at Unitrends then-current professional services time and material rates. 4. Unitrends Responsibilities: Customer will not be liable for: Unitrends work on problem determination or repair associated with or resultant from Problem(s) in the Supported Software or Supported Hardware; Work performed by Unitrends which was not authorized pursuant to Customer s instruction, as provided in Section 6.2(i) above; or Work performed by Unitrends after receipt of Customer s notice that it no longer wishes Unitrends to work, at Customer s expense, on a Problem that Unitrends previously identified as a Problem that may not be caused by the Supported Software or Supported Hardware. Customer s notice will be effective as of the date such notice is actually received by Unitrends. Ownership 1. Rights of Unitrends: Customer acknowledges that Unitrends provides services to other customers of Unitrends and agrees that nothing in this Agreement will be deemed or construed to prevent Unitrends from carrying on such business. Title to all work product created by Unitrends under the terms of this Agreement, including, without limitation, all Fixes, Workarounds, Releases, Updates, Custom solutions, modifications, changes and any other know-how, ideas, concepts or other intellectual property rights, however discovered, will be the sole and exclusive property of Unitrends.

7 7 2. License Grant: Any Fixes, Workarounds, Releases, Updates, modifications, Custom solutions or other changes to the Software made by Unitrends in the scope of this Agreement will be licensed to Customer under the same license terms as set forth in Customer s applicable Software license agreement. Customs and Duties 1. Payment: Payment of all custom and duty fees related to the importation of the Updates are the sole responsibility of Customer. Shipment of all Updates will be CIP-destination for destinations located in the United States and DDU-destination for non-u.s. Destinations. Unitrends will bear all freight and insurance costs for the shipment of Updates to Customer. Relationship of the Parties 1. Independent Contractors: Unitrends is an independent contractor and services performed hereunder will in no way be construed to constitute Unitrends as an agent, partner, or employee of Customer for any purpose whatsoever. 2. Designated Services Providers: If in the course of performance under this Agreement, Unitrends reserves the right to delegate, assign or subcontract all of its responsibilities hereunder to a third party most appropriate to provide the Technical Support. Confidential Information 1. Confidential Information: Means all terms and information identified as being confidential by the disclosing party, including: (i) either party s business or financial information and plans; and (ii) the terms of this Agreement. Confidential Information will not include information that the receiving party can show: (a) is or becomes generally known or publicly available through no fault of the receiving party; (b) is known by or in the possession of the receiving party prior to its disclosure, as evidenced by business records, and is not subject to restriction; (c) is lawfully obtained from a third party who has the right to make such disclosure; or (d) is independently developed without reference to such Confidential Information and can be documented accordingly. All Software and Updates shall be Confidential Information of Unitrends. 2. Protection of Confidential Information: Each party will protect the other s Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information, but in no event less than a reasonable degree of care. Neither party will disclose to third parties the other s Confidential Information without the prior written consent of the other party. Neither party will use the other s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Notwithstanding the foregoing, either party may use or disclose Confidential Information to the extent such party is legally compelled to disclose such Confidential Information provided, however, that prior to any such compelled disclosure, the disclosing party will notify the non-disclosing party and will cooperate fully with the non-disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. 3. Notification of Employees: Each party agrees to take appropriate action by instruction, agreement or otherwise with its employees, agents and contractors allowed access to the Confidential Information to satisfy its obligations under this Section 10.

8 8 Term, Renewal and Termination 1. Term: The initial term of this Agreement is for a period of one, three, or five years from the Effective Date, subject to annual renewal thereafter in accordance with Section 11.2 (the Term ). Customer acknowledges that Unitrends will not renew Technical Support on any Supported Hardware and related Supported Software for any renewal period in which Unitrends has determined that the applicable Supported Hardware will be at its end of product life cycle as determined by Unitrends, which can occur for a number of reasons, including without limitation, market demands, technology innovation and development driving product changes, and maturity of a product which is replaced with a product with more robust functionality or enhanced or advanced technology. Unitrends may publish from time to time an end of product life cycle policy which it may modify or terminate in its discretion without notice to Customer. 2. Renewal: This Agreement shall automatically renew for additional one (1) year terms unless and until either party provides written notice to the other party of termination of this Agreement at least thirty (30) days prior to the end of the initial term or applicable renewal term. 3. Termination for Breach: Unitrends may suspend or terminate services if Customer fails to timely pay any fees as provided in this Agreement, or breaches any provision of this Agreement or the applicable Software license agreement or Hardware purchase agreement, and such breach is not remedied within thirty (30) days after Customer receives written notice of the breach. 4. Termination for Bankruptcy: Unitrends may terminate this Agreement upon the filing by or against Customer of any action under any federal, state or other applicable bankruptcy or insolvency law, which is not dismissed or otherwise favorably resolved within thirty (30) days of such event. 5. Termination of Technical Support: Unitrends will have the right to terminate Technical Support with respect to any Supported Software or Supported Hardware by providing written notice of such election at least ninety (90) days prior to the termination of Support for such Supported Software or Supported Hardware, provided that Unitrends no longer generally provides Support for such Supported Software or Supported Hardware, or no longer provides the specific services previously offered, and pays Customer a prorata refund of any prepaid fees. 6. Survival of Terms: The following terms will survive any expiration or termination of this Agreement: Definitions; Fees, Payment Terms, and Taxes; Ownership; Relationship of the Parties; Confidential Information; Term, Renewal and Termination; Warranty Disclaimer; Limitation of Liability; Non-Solicitation; Enforcement of Agreement; Construction and Interpretation; Miscellaneous; and Entire Agreement. Warranty Disclaimer 1. Software and Hardware Warranty Disclaimer: All Software and materials related thereto are subject exclusively to the warranties set forth in the applicable Software license agreement. All Hardware and materials related thereto are subject exclusively to the warranties set forth in the applicable Hardware purchase agreement. 2. Services Warranty Disclaimer: Unitrends does not provide a guarantee to fix any reported Problems or provide Fixes within a predefined time frame. UNITRENDS HEREBY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, STATUTORY, OR

9 9 OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Unitrends may solicit RFE s from its customers or Customer may request an RFE, however, this in no way commits Unitrends to implement any such changes or RFE s. In addition, Technical Support is limited to assisting Customer with current production Supported Software or Supported Hardware and does not include support of other software (device drivers, shell scripts or special programs) or hardware (servers, tape drivers, autochanger, etc.) not normally supported, certified or supplied by Unitrends. Limitation of Liability In addition to the Limitation of Liability set forth in Customer s applicable Software license agreement and Hardware purchase agreement with Unitrends, and notwithstanding anything in this Agreement or the software license agreement or Hardware purchase agreement to the contrary or the failure of an essential purpose of any limitation of liability or limited remedy, Unitrends entire aggregate liability arising from or relating to this Agreement, under any legal theory (whether in contract, tort, indemnity or otherwise), will be limited to the amounts paid by Customer under this Agreement in the year in which the claim arises. In no event will Unitrends be liable to Customer for any indirect, incidental, consequential or special damages for any act or omission arising out of or in connection with the Technical Support services or with the sale, delivery, installation, maintenance, operation, performance or use of the Software or Hardware, including without limitation any losses, expenses, or damages incurred by reason of loss of use, lost revenues or profits, costs associated with down-time, costs of substitute products, facilities or services, lost, damaged or destroyed data and any similar or dissimilar damages, expenses or losses, even if foreseeable or if Unitrends has been advised of the possibility of such damages. Non-Solicitation Neither party will, during the Term or any renewal hereof, and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party s personnel who have had direct involvement with the performance of this Agreement, without such other party s express written consent. Miscellaneous 1. Governing Law: This Agreement will be governed by the laws of the State of South Carolina, without regard to the principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods. The parties hereto consent to the exclusive jurisdiction and venue of the federal and state courts of the State of South Carolina located in Richland County, and expressly waive any objection to the jurisdiction or convenience of such courts. 2. Assignment: Neither this Agreement nor any of the licenses granted herein are assignable or transferable by Customer without the prior written consent of Unitrends and any attempt to do so will be void. 3. Waiver: Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. 4. Injunctive Relief: The parties agree that a breach of this Agreement adversely affecting Unitrends intellectual property rights in the Software or Hardware could cause irreparable injury to Unitrends for which monetary damages may not be an adequate remedy and Unitrends will be entitled to equitable relief in addition to any remedies it may have hereunder or at law.

10 10 5. Severability: If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 6. Force Majeure: Except for the obligation to make payments, nonperformance of either party will be excused to the extent performance is rendered impossible due to causes beyond such party s reasonable control. 7. Notices to Unitrends: Any notice, report, approval or consent required or permitted hereunder to Unitrends will be in writing and will be deemed to have been given if: (i) delivered personally; (ii) mailed by registered air mail postage prepaid; or (iii) sent by facsimile followed by a hard-copy confirmation, to the addresses of Unitrends set forth below or as may be otherwise designated by Unitrends from time to time. If to Unitrends: Unitrends, Inc. 7 Technology Circle, Suite 100 Columbia, SC USA Attention: General Counsel Telephone: Facsimile: Counterparts: This Agreement may be executed in two or more counterparts, including facsimile copies, each of which will be deemed an original, all of which together will constitute one and the same instrument. 9. Section Headings: The Section headings contained herein are for convenience of reference only and will not be considered as substantive parts of this Agreement. 10. Interpretation: In construing or interpreting this Agreement, the word or will not be construed as exclusive, and the word including will not be limiting. The parties agree that this Agreement will be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party, and that ambiguities will not be interpreted against the drafting party. The use of the singular or plural form will include the other form and the use of the masculine, feminine or neuter gender will include the other genders. 11. Attorney s Fees: The prevailing party in any action to enforce this Agreement will be entitled to recover costs and expenses including reasonable attorney s fees. 12. Entire Agreement: The provisions of this Agreement and the terms of Customer s Software license agreement and Hardware purchase agreement are incorporated herein by reference, constitute the entire Agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes all prior agreements, understandings or representations, oral or written, regarding the subject matter hereof. This Agreement may not be modified or amended except in a writing signed by an authorized representative of each party.

11 11 Software & Hardware Maintenance and Technical Support Agreement Executive Summary Unitrends has designed our Support Services with our customers in mind. It is our desire to dazzle our customers with our Support Services. Support is offered to protect customers from any software issues that may lead to a loss of data. Unitrends staffs expert engineers 24x7 for those customers needing superior service. In order to fully support the appliance, we require that SNMP traps be sent from the appliance and that we have access to the IPMI 2.0 sideband LAN as well as access to the appliance through a secure SSH Tunnel. Unitrends is not responsible for 3 rd party hardware diagnostics. Pledge is required for next business day shipment of chassis replacements. Recovery-Series Appliances, Unitrends Enterprise Backup, and ReliableDR purchases include Platinum 24x7 Customer Support for a term of one, three, or five years. Software & Hardware Maintenance and Technical Support Agreement Unitrends Support Center Access Level Platinum Support Applies to Recovery-Series Appliances, Unitrends Enterprise Backup, and ReliableDR The following Technical Support is made available to Customer in accordance with and for the time period specified in the Agreement if Customer has elected to receive and pay for Unitrends Platinum Support: 7x24 support Basic Hardware Parts Warranty 1 Next business day hardware parts replacement shipment (does not include Chassis Replacements) E-notification of upgrades and new releases Firmware upgrades Software maintenance upgrades New software feature releases Access to training videos Access to our knowledge base Access to our Support Forums Web-based self-service support portal Telephone-based support Customer LAN assistance Customer environment assistance Assistance with the customer s WAN for vaulting or cross-vaulting Dissimilar Bare Metal driver support One, three, and five year engagement is available 1 Most hardware issues can be diagnosed remotely, allowing for next business day delivery of any necessary (non-chassis) parts if diagnosis completed by 2pm Eastern, after 2pm Eastern second business day delivery.

12 12 Support Center Access 24x7, 365 days per year. Contact Information Telephone: Customer Portal: (Registration Required) Note: The mailbox and the Customer Support Portal is monitored from 8:00 a.m. to 8:00 p.m. Eastern, Monday through Friday only excluding Weekends and Holidays. If Customer s support request requires immediate attention and is outside of these hours, please telephone the Support Center using the toll free number. Response Targets Unitrends Technical Support follows a tiered response target system based on issue severity, as defined below. Unitrends will use commercially reasonable efforts to meet response targets but cannot guarantee meeting response targets. Note that Cases generated at the end of the Contract Coverage Hours, for which the Case response target rolls to the next business day, will be responded to the next business day.

13 13 Severity Level Definition Response Target Severity 1 One or more of the following: The Customer s production server or other mission critical system(s) are down A substantial portion of the Customer s mission critical data is at a significant risk of loss or corruption The Customer has had a substantial loss of service The Customer s business operations have been severely disrupted The Customer has not met a major milestone in a required test system An issue in which the product causes the Customer s network or system to fail catastrophically or that compromises overall system integrity or data integrity when the product is installed or when it is in operation (i.e., causing a system crash, loss or corruption of data, or loss of system security) and significantly impacts the Customer s ongoing operations in a production environment. Requires an immediate workaround or solution. Severity 2 A problem or issue is adversely impacting production operations, but the production system is not down; product operates, but is seriously restricted. Severity 3 A problem has occurred with a limited adverse effect on the Customer s business operations. A non-production issue where majority of the functions are still usable. Severity 4 Minor issue or question that does not affect the product function, and can be readily circumvented. A minor condition or documentation error that has no significant effect on the Customer s operations. A suggestion for new features or an enhancement regarding the Licensed Software. One (1) Business Hours Three (3) Business Hours Six (6) Business Hours Ten (10) Business Hours The assigned Unitrends Customer Engineer may work with the Customer to modify or reassign a Case Severity Level after an initial technical evaluation of the support requirement and current conditions. Unitrends reserves the right to charge its then current Professional Services rates for all Support requested outside of the contract coverage hours; this includes support provided outside of contract coverage hours for Cases that may have been initiated within coverage hours. Recurring maintenance activities or installations/upgrades for which support or Professional Services may be required should be scheduled in advance and will not be considered Severity 1 Cases. Support Guidelines Unitrends Technical Support is intended to resolve Problems with the currently supported versions of Unitrends Products that do not meet product design criteria and impact customer business processes as described in the Severity Level Assignment section above. Other issues or situations outside the scope of Technical Support do not qualify for support. These situations can include: Non-Unitrends hardware or software not supplied and installed by Unitrends

14 14 Issues with non-supported versions of Unitrends Products which includes any Release of the Software other than the Current Release Product installation problems with Products not installed by Unitrends or Certified Partners Software & Hardware Maintenance and Technical Support Agreement Unitrends Hardware Warranty Option 1 Basic Warranty. Applies to Recovery-Series Appliances All Support Plans include the Basic Hardware Support. The following warranty is made available to Customer in accordance with and for the time period specified in the Agreement if Customer has elected to receive and pay for Unitrends Platinum Support: Hardware Parts Warranty 2 Next business day hardware parts replacement shipment (does not include Chassis Replacements) in the event of a hardware failure that is the result of a material defect in Unitrends hardware 3-5 business day replacement unit quick shipment in the event of a hardware failure that is the result of a material defect in Unitrends hardware Firmware upgrades Hardware Support All Support Plans include the Basic Hardware Support. Unitrends will use commercially reasonable efforts to diagnose Severity Level 1 and 2 Problems on Hardware within one business day of its initial response to Customer. Unitrends reserves the right to repair Supported Hardware by providing On-Site Support, request shipment of the Supported Hardware to Unitrends for repair, or replace failed Supported Hardware. Replacement units may be newly manufactured or refurbished. For Severity Level 1 and 2 Problems, a registered Technical Contact must be in the location of the Supported Hardware in order for diagnostic services to be provided. Should the Technical Contact leave the site or be unavailable to work with the Unitrends Customer Support Engineer, diagnostic activities will stop and resume only once the Technical Contact is in the location of the Supported Hardware and available to assist with the diagnostic process. All repairs on Supported Hardware must be conducted by a Unitrends designated, qualified hardware service technician. Unitrends reserves the right to void any warranty and not provide Technical Support for any Hardware should a customer implement changes, modifications or repairs on Supported Hardware without express, documented consent from an authorized Unitrends support engineer. Software & Hardware Maintenance and Technical Support Agreement Unitrends Hardware Warranty Option 2 Pledge Warranty. Applies to Recovery-Series Appliances The following hardware warranty support is made available to Customer in accordance with and for the time period specified in the Agreement if Customer has elected to receive and pay for Unitrends Pledge Warranty Support: Hardware warranty support provided under the Pledge Warranty plan is the same as that provided under Basic Warranty plan, with the additional services noted below: 2. Most hardware issues can be diagnosed remotely, allowing for next business day delivery of any necessary (non-chassis) parts if diagnosis completed by 2pm Eastern, after 2pm Eastern second business day delivery.

15 15 RapidReplacement next business day replacement unit shipment in the event of a hardware failure that is the result of a material defect in Unitrends hardware Original appliance replacement when the customer renews the maintenance term if the customer has an active subscription to Pledge If Pledge is used in concert with Unitrends Cloud, then Unitrends ships a replacement appliance with the last available replicated version of the customer s data One, three or five year engagement is available Hardware Support All Support Plans include the Basic Hardware Support. Unitrends will use commercially reasonable efforts to diagnose Severity Level 1 and 2 Problems on Hardware within one business day of its initial response to Customer. Unitrends reserves the right to repair Supported Hardware by providing On-Site Support, request shipment of the Supported Hardware to Unitrends for repair, or replace failed Supported Hardware. Replacement units may be newly manufactured or refurbished. For Severity Level 1 and 2 Problems, a registered Technical Contact must be in the location of the Supported Hardware in order for diagnostic services to be provided. Should the Technical Contact leave the site or be unavailable to work with the Unitrends Customer Support Engineer, diagnostic activities will stop and resume only once the Technical Contact is in the location of the Supported Hardware and available to assist with the diagnostic process. All repairs on Supported Hardware must be conducted by a Unitrends designated, qualified hardware service technician. Unitrends reserves the right to void any warranty and not provide Technical Support for any Hardware should a customer implement changes, modifications or repairs on Supported Hardware without express, documented consent from an authorized Unitrends support engineer. About Unitrends Unitrends delivers award-winning business recovery solutions for any IT environment. The company s portfolio of virtual, physical and cloud solutions provides adaptive protection for organizations globally. To address the complexities facing today s modern data center, Unitrends delivers end-to-end protection and instant recovery of all virtual and physical assets as well as automated disaster recovery testing built for virtualization. With the industry s lowest total cost of ownership, Unitrends offerings are backed by a customer support team that consistently achieves a 98 percent satisfaction rating. Visit. Ready to see Unitrends in action? Watch us crash a server and restore it: /product-demo