exist-db Subscriptions

Transcription

1 !! exist-db Subscriptions Terms and Conditions exist Solutions GmbH Dr-Ludwig-Opel-Straße 50, Rüsselsheim, Germany

2 1. Definitions Software means the exist-db Open Source Native XML database, its core services, APIs and language modules, excluding any modules which are explicitly marked as extensions and are not included in binary form in the Long Term Support Release distribution. Also any bespoke code provided to the Customer by exist Solutions. Subscription refers to Your entitlement to receive Covered Software, Upgrades, Ancillary Products, Ancillary Services, and Support, if any, made available by exist Solutions pursuant to this Subscription Agreement during the Subscription Term. Subscription may be offered at different benefit levels such as Subscription, Subscription with Advanced Support or Subscription with Enterprise Support. Subscription Term means the time period for which a Subscription has been purchased. Subscriber means the purchaser of the exist-db Subscription. Documentation means all documentation included with a stable release distribution as well as other notes and materials available through the exist-db.org website. LTS or Long Term Support Release means a separate release branch of the Software which is maintained by exist Solutions and is only available to Customers. Stable Release means any binary release of the Software which has been explicitly marked as stable in the download section of the exist-db.org website or is provided by exist Solutions as an LTS release. Workaround means an alternative process for producing the same outcome as the original process. Issue means a communication from the client describing a problematic occurrence. 2. Long Term Support (LTS) Subscription The Long Term Support (LTS) version is a separately maintained release branch of the Software. In addition to the Open Source version, the focus of the LTS version is on quality assurance, long-term maintenance and support. While the Open Source version is targeting at feature development, the LTS version provides a reliable basis to customers for their development and production services. The LTS version guarantees early access to critical bug fixes which have been checked and approved by exist Solutions. exist Solutions takes sole responsibility for maintaining the Long Term Support branch and assuring its quality. exist Solutions staff decides on the basis or extended testing and quality requirements which bug fixes or important changes will be included in the Long Term Support branch. Only LTS Subscribers have access to the LTS Repository and LTS Releases. Buying an LTS Subscription entitles the Subscriber to benefit from all software updates and included services for the duration of the Subscription Term, including all LTS releases within this time. Version 1.0, February 24, 2013 #1

3 2.1. Lifetime A Major LTS Release will be supported for at least 2 years after its initial release. During this period, existsolutions makes sure that all minor releases are backwards compatible with previous releases having the same major release number Licensing The Long Term Support version falls under the same Open Source License as other releases of the Software. However, it may contain critical bug fixes or workarounds which are not yet available in the public repository. The Long Term Support version may also include additional features outside the core of the Software which are not available as Open Source Access to the LTS Version Access to the LTS Version is provided in two ways: 1. From time to time, existsolutions shall publish a packaged LTS release to all Subscribers. The availability of each release will be announced through the Notification Service. 2. The Customer may directly check out the LTS branch from the non-public source repository Notification Service existsolutions shall periodically notify the Subscriber about 1. the availability of new LTS Releases 2. critical bug fixes or improvements committed to the LTS repository 3. severe issues found in the Software by exist Solutions or its Customers. If a bug fix or workaround is available, exist Solutions shall describe it to Subscribers to enable them to take immediate action. Notifications are sent by unless the Subscriber opts out of this service by declaring it to exist Solutions. Notifications may also be provided by other means, e.g. through the customer portal. 3. Advanced and Enterprise Subscriptions The Advanced and Enterprise Subscriptions both include all services and benefits of the LTS Subscription, but extend it with a Service Level Agreement (SLA). The Service Level Agreement defines access to the Professional Support Services provided by existsolutions. Advanced and Enterprise Subscriptions differ by the number of support hours included in the SLA, guaranteed response times and the support channels available to the Subscriber Support Services The Professional Support Service aims at a quick resolution for issues which may occur while running the Software or during the development of code based on the Software: 1. Where the Software does not operate in accordance with the specifications published in the Documentation, exist Solutions shall work to diagnose and rectify all reproducible errors that materially affect the operation of the Software as follows: Version 1.0, February 24, 2013 #2

4 1.1. The Customer reports an issue to exist Solutions using the Support Channel defined by the Customer's Support Contract. The Customer must provide all information requested by the support staff exist Solutions shall work to resolve all such issues that it can verify based on the Customer's issue report. Issue resolution will be debited from, and undertaken up to, the limits on Support Hours and Support Incidents as defined in the Service Level of the Customer's Support Contract A resolution may consist of either a software code update, configuration change or process Workaround. If an issue cannot be resolved within the limits of the Service Level of the Customer's Support Contract, it will be added to a general bug tracker for the Software. At the request of the Customer an estimate for the complete resolution of the issue may also be produced. 2. exist Solutions shall provide general assistance to the Customer on all problems or questions directly related to the Software. This includes - but is not limited to - advice on setup, tuning and optimisation as well as questions concerning the development of code using the Software. Assistance will be debited from, and undertaken up to, the limits on Support Hours and Support Incidents as defined in the Service Level of the Customer's Support Contract. Upon request, additional services can be agreed and will be subject to the published effective rates for Consulting through exist Solutions. Effective rates for Consulting depend on the Subscription the Customer has bought. Advanced and Enterprise Subscribers are entitled to receive a general rebate on Consulting Services Service Levels Support plans differ by the number of hours and incidents per month provided to the Subscriber, the agreed response times, and the Support Channel. 1. Support Hours per month: The Service Level defines a number of Support Hours provided to the Customer each month. exist Solutions log the number of hours spent on the resolution of each issue report made by the Customer. The Customer can request to be informed about the logged number of hours at any time. Unused Support Hours may be rolled forward into the next month, but for no more than 3 months consecutively. 2. Response Time: The Service Level defines the time in which exist Solutions will respond to an issue report. The response time is the elapsed business hours from the time that the Subscriber reports an incident up to the time when an exist Solutions representative responds to the Customer. Business hours are defined as Monday to Friday, 8.00am to 5.00pm UTC (Coordinated Universal Time). exist Solutions shall make every reasonable endeavour to respond to the Customer within the number of hours stated for the Response Time of the Service Level defined in the Customer's Support Contract. Note - Response Time is not the time to resolve the issue itself. Version 1.0, February 24, 2013 #3

5 3. Support Channel: The Service Level defines the channels available to the Subscriber for reporting issues. Support Channels may be one or more of: web, , telephone, or other means of direct communication Available Service Levels The following matrix lists the service levels for the Advanced and Enterprise Subscriptions: Advanced Enterprise Support Hours per year Response Time 1 day Support Channels , Ticketing, Phone, Chat Bespoke support packages, with personalized service levels are available on request Service Level Upgrades The Subscriber may request to upgrade the Service Level of their Subscription at any time during the Subscription Period. The difference in cost between the Service Levels for the remaining term of the Subscription Period must be paid by the Subscriber Subscriber Responsibilities 1. The Subscriber must implement and document procedures for the protection of information including the implementation of backup facilities for use in the event of error or malfunction of the Software and/or hardware. 2. For the purpose of resolving reported, the Subscriber must provide secure remote access to the systems on which the Software is operating if requested by exist Solutions. 3. The Subscriber must follow any recommendations made by exist Solutions for proper operation of the Software. In particular, this includes the use of the recommended version of the Software, the Java environment and operating system, as well as configuration settings. 4. Upon request, the Subscriber must provide all necessary information, including the code and data required to properly diagnose and resolve an issue. 4. Subscription Period All Subscriptions are valid for a period of 12 months, starting at the date of payment of the invoice received from exist Solutions for the Subscription. Only the written confirmation of order by exist Solutions, including all attachments, shall be considered absolute and binding. 5. Termination The Subscription may be terminated: 1. by exist Solutions if the Subscriber fails to pay any sum due hereunder within 15 business days of the due date. Version 1.0, February 24, 2013 #4

6 2. forthwith by the Subscriber if exist Solutions materially fails to comply with its obligations to provide Support Services under the terms of the agreed SLA which (in the case of a breach capable of being remedied) shall not have been remedied within 90 days of a written request to remedy the same. 3. forthwith by exist Solutions if extraordinary events make it impossible for exist Solutions to fulfil the obligations of this contract. Such events must be announced to the Subscriber within 90 days. 4. forthwith by exist Solutions if the Subscriber is found to be offering support services for the Software to other parties, entering into any other form of competition with exist Solutions or intentionally damaging the business or reputation of exist Solutions. If the Subscription is terminated by either the Subscriber or exist Solutions, exist Solutions shall refund to the Subscriber any fees paid for the remaining term of the Subscription Period, starting with the first day of the following month after termination becomes effective. 6. Renewal 1. Upon expiration of the Subscription Period, a new Subscription Period will start. Subscribers will be notified in advance of the expiration of the Subscription Period. 2. exist Solutions shall invoice the Subscriber at the beginning of each Subscription Term for the upcoming year of that Subscription Term at the rate in effect at the time of renewal. 3. exist Solutions may change these terms from time to time. Upon renewal of the Subscription Period, the latest version of these terms is applied to the new Subscription Period and stays in effect until the next renewal. 7. Exclusions The Service Level Agreement does not include events arising from the following: 1. hardware failures, operating system errors, improper installation of the Software, lack of backup procedures, not following the guidelines stated in the Documentation. 2. a fault in any other 3rd-party software operating in conjunction with the Software. 3. errors caused by any modification or extension to the Software, unless such modifications or extensions use published public APIs and follow best practice as described in the Documentation. 4. use of a Software version which is not the latest stable major release of the Software, or is not the release issued prior to the latest release, or a version that has explicitly been sanctioned for use by exist Solutions. 5. the use of the Software for a purpose other than those described in the Documentation 6. loss or damage caused directly or indirectly by operator error or omission Version 1.0, February 24, 2013 #5

7 8. Liability exist Solutions shall not be liable for any loss or damage incurred by the Subscriber or any third party, except to the extent that such loss or damage arises from intent or gross negligence by exist Solutions in providing the Subscription Service. 7. The aggregate cumulative liability of exist Solutions arising out of these terms is limited to an amount not exceeding the total Subscription Fee for the Subscription paid by the Subscriber for the year in which the liability arises. 8. Paragraphs (1) and (2) only apply as long as they are not in conflict with binding regulations in German law, in particular concerning liability for personal damage or gross negligence. 9. Final Clauses 1. This Agreement will be governed by and construed in accordance with German law. 2. Exclusive jurisdiction and legal venue for all disputes arising from this contract shall be Rüsselsheim (Germany) if the customer is a merchant, legal entity or is without jurisdiction domestically. 3. If any provision of these terms shall be found by any court to be invalid or unenforceable, the invalidity or enforceability of such provision shall not affect the other provisions of these terms and all provisions not affected by such invalidity or enforceability shall remain in full force and effect. Version 1.0, February 24, 2013 #6