MAINTENANCE AND SUPPORT SERVICE TERMS CloudShield s products are initially offered with a basic Standard Warranty when shipped from CloudShield. Standard Warranty provides that the (a) CloudShield Hardware 1 will be free from defects in material and workmanship for twelve (12) months from the date of shipment, (b) Software media will be free from defects in material and workmanship for three (3) months from the date of shipment, and (c) Software which has been found with error conditions, the customer will be entitled to the current production release to assure that the software will substantially perform in accordance with CloudShield s standard specifications. This document describes services and limitations applicable to CloudShield s Standard Annual Maintenance and Support Services as offered for CloudShield s standard hardware and software products such as CloudShield hardware platform Packet Operating System (MC-CPOS and CPOS) and additionally for the hardware platforms CS-2000, CS-4000, PN41, MC-CPOS Server and ancillary third party items. Pricing for all CloudShield Standard Annual Maintenance and Support Services are supplied by CloudShield as Sales Quotations based on the specific CloudShield hardware and CloudShield Licensed Software for which Annual Maintenance and Support Services are desired. Depending on which Maintenance and Support option Customer has purchased and paid in full, CloudShield will provide either the CloudShield Annual Protection Program, CloudShield Software and Support (7x24) Subscription Services, Annual Protection Rider or Advanced Replacement Services as described below. CloudShield Annual Protection Program includes: I. Unlimited Phone and Email Support* II. Unlimited CloudShield Licensed Software Updates** III. Advance Hardware Replacement*** CloudShield Software and Support (7x24) Services includes: I. Unlimited Phone and Email Support* II. Unlimited CloudShield Licensed Software Updates** CloudShield Annual Protection Rider Program for Government Installations: I. Services set forth in Annual Protection II. Replace faulty hardware based on non-volatile memory options Advanced Replacement*** CloudShield Advanced Replacement Services I. Advance Hardware Replacement ONLY*** Description of Services, Target Response Times and Customer Responsibilities: I. *Unlimited Phone and Email Support: This support includes call receipt, call screening, problem identification and diagnosis, efforts to create a repeatable demonstration of any CloudShield Licensed Software program error and, if applicable, the replacement of any defective media and/or distribution of any updates. Such support also includes commercially reasonable efforts to identify defective source code and to provide corrections, workarounds and/or patches to correct program errors as set forth further herein. CloudShield will make commercially reasonable efforts to correct CloudShield Licensed Software program errors that Customer identifies and reports directly to CloudShield and that CloudShield substantiates. 1 For non-cloudshield manufactured products, CloudShield will provide original manufacturer s warranty and support options where available.
The procedure for handling CloudShield Licensed Software program errors identified by Customer that appear to require a code fix by CloudShield is as follows: (a) CloudShield logs a trouble ticket from Customer and attempts to replicate the problem internally; (b) CloudShield will thereafter respond to these results with a technical support request identification number, resolution plan, and estimated time to fix; (c) CloudShield will use commercially reasonable efforts to resolve each significant CloudShield Licensed Software program error by providing a reasonable workaround, a code patch, incorporation of a correction in a subsequent Update or release, or a specific action plan for how CloudShield will address the problem and an estimate of how long it will take to rectify the problem. In order for CloudShield to provide the technical support as set forth in this section, it may be necessary for Customer to provide to CloudShield either remote access to the CloudShield s platform and/or applications, or a duplicate of the platform and/or application itself (which CloudShield can use in its facility), including but not necessarily limited to all software and hardware related to such platform or application. CloudShield will also provide reasonable email assistance in response to technical inquiries from Customer s designated technical liaison about the use, function and operation of the CloudShield Hardware, CloudShield Licensed Software and/or related documentation. 1. Service is provided for Customer technical email, web or telephone support for the Products twenty-four (24) hours per day, 365 days a year (1-866-99CLOUD / 1-408-331-6702 support@cloudshield.com or https://www.cloudshield.com/support/). II. **Unlimited CloudShield Licensed Software Updates: CloudShield will provide to Customer all updates to CloudShield Licensed Software that are made generally available to CloudShield s supported Customers, as well as CloudShield Software error corrections, as detailed below. The expenses of any such CloudShield Software distribution will be paid by CloudShield. CloudShield Licensed Software Updates. CloudShield shall provide Customer notification of bug fixes, maintenance patches and new releases which may contain minor enhancements to the features or functions of the CloudShield Licensed Software ("Updates"). CloudShield may designate a particular release of the CloudShield Licensed Software as an Update at its sole discretion. Customer may obtain Updates either through delivery of a machine-readable copy pursuant to instructions contained in the document notifying Customer of an available Update or by downloading the Update from CloudShield's server via the Internet. CloudShield reserves the right to impose additional charges for releases of CloudShield Licensed Software (i) that provide major enhancements to the features or functions of the CloudShield Licensed Software, as determined by CloudShield at its sole discretion; or, (ii) that provide additional features or perform additional functions not provided or performed by the original CloudShield Licensed Software. Software Error Corrections. CloudShield will correct any reproducible programming error in the CloudShield Licensed Software attributable to CloudShield, employing a commercially reasonable level of effort commensurate with the severity of the error, provided, however, that CloudShield shall have no obligation to correct all errors in the CloudShield Licensed Software. Upon identification of any suspected programming error, Customer shall notify CloudShield of such error in writing and shall provide CloudShield with enough information to locate and reproduce the error. CloudShield shall not be responsible for correcting any errors not attributable to CloudShield. Errors attributable to CloudShield shall be those that are reproducible by CloudShield on an unmodified version of the originally delivered CloudShield Licensed Software. If it is found that a particular error is fixed in the most current CloudShield Software release, then CloudShield shall have no obligation to fix the error in any prior CloudShield Software release and Customer will need to upgrade to the current release in order to obtain the fix.
III. ***Advance Hardware Replacement: Hardware suspected as defective must first be reported to CloudShield s Customer Service department. If the CloudShield s Customer Service Agent determines that the hardware is faulty, Customer will be provided an advance hardware replacement unit and a Return Material Authorization (RMA) number. CloudShield shall ship via a recognized express shipping service a replacement unit to Customer to arrive no later than next business day after CloudShield's issuance of an RMA number, provided the RMA number was issued in sufficient time prior to the end of CloudShield s business day and provided no external-to-cloudshield circumstances prevent the delivery. The CloudShield advance replacement unit may be a new or reconditioned product (of equivalent quality) at CloudShield's sole discretion. CloudShield shall prepay the shipping costs for the replacement unit, however Customer shall bear risk of loss of or damage after the replacement unit is made available by CloudShield to the express shipping service. Within five (5) business days after Customer receives the replacement unit from CloudShield, Customer shall package suspected defective unit in its original packing material or equivalent, write the RMA number on the outside of the package and return it shipping prepaid by Customer and insured according to CloudShield's instructions, FOB CloudShield's designated facility. Customer shall enclose with the suspected defective unit the CloudShield RMA form, and any other documentation or information reasonably requested by CloudShield customer support. Customer shall assume any and all risk of loss of or damage to the suspected defective return unit during shipping. In the event Customer fails to return the suspected defective unit to CloudShield within ten (10) business days after Customer receives the replacement unit from CloudShield, or if the suspected defective unit is beyond economical repair due to Customer damage or use not in accordance with CloudShield specifications, Customer shall pay CloudShield for the advance replacement unit at CloudShield s then-current list price for the advance replacement unit. Title and risk to the suspected defective unit returned to CloudShield shall vest in CloudShield upon receipt at CloudShield's designated repair facility. Title and risk of the CloudShield supplied advance replacement unit shall vest in Customer when made available to Customer at CloudShield's facility. It is understood that NO OTHER WARRANTIES, GUARANTEES, PROMISES, AFFIRMATIONS OR REPRESENTATIONS EXPRESSES OR IMPLIED ARE APPLICABLE TO THIS EXCHANGE. Customer certifies that those suspected defective units it returns to CloudShield for exchange are free and clear of all claims, liens, and legal processes of its creditors and likewise, CloudShield certifies that those Products of CloudShield's that are provided to Customer in exchange for Customer's like items are also free and clear of all claims, liens, and legal processes of CloudShield's creditors. Each party agrees to protect and defend at its own cost and expense the injured party's title from and against all claims, liens, and legal processes of creditors of the other party. For Government installations, the Annual Protection Rider Program is specifically offered for those Government customers who cannot return certain Products to the CloudShield factory due to non-volatile memory options (as identified within CLOUDSHIELD S price list options). This Program includes the services set forth above under Annual Protection Program specifically for the hardware platforms (CS-2000/ASM, MC-CPOS Server and ancillary third party items). IV. CloudShield Maintenance and Support Target Response Times CloudShield Maintenance and Support Services are provided according to the target response times detailed below. These response times are non-binding targets and may not be met in all cases.
V. Customer Responsibilities When requesting support from CloudShield under the Maintenance and Support program, Customer should have the following information available to provide to CloudShield, if requested: (i) detailed problem description, including operating system ("OS") version, Product model and serial number(s), of the affected Product, and a detailed description of the troubleshooting that has already been done to try to resolve the problem; (ii) detailed system log files; (iii) configuration and login details to allow CloudShield access as needed to the Products via the Internet for the purpose of providing support services and permissions needed in order for CloudShield to conduct such remote access; (iv) a detailed description of changes to the environment; and (v) Customer's location, of the Product(s) covered by this Agreement or other unique customer identifier as assigned to Customer by CloudShield. Failure to have any or all information or access available as needed by CloudShield in order to provide the Services may result in delays in CloudShield's response, may hinder CloudShield's ability to perform the Services and/or may cause incorrect Support Program fulfillment. CloudShield will not be responsible for any such delays and inability to perform due to causes not due to CloudShield. Customer agrees to: (i) ensure that their site complies with any and all applicable CloudShield published system environmental specifications; (ii) follow CloudShield's procedures when requesting Services; (iii) provide CloudShield reasonable access to all necessary personnel to answer questions or resolve problems reported by Customer regarding the Products; (iv) promptly implement all Updates and error corrections provided by CloudShield under this Agreement; and (v) maintain CloudShield supported versions of required third party software, if any. Customer agrees to use reasonable efforts to resolve internally any support questions prior to requesting CloudShield support services. Customer agrees that CloudShield may use statistical data generated regarding Customer's email correspondence with CloudShield customer support so long as the source or content of the emails is not being disclosed. Customer shall appoint no more than three (3) individuals within Customer's organization to serve as contacts between Customer and CloudShield and to receive support through CloudShield's telephone support center, email system, and/or online Ticketing System. Customer shall be responsible to ensure that Customer's support contacts have been adequately trained on the Products and shall have sufficient
technical expertise, training and experience. All of Customer's support inquiries shall be initiated through these contacts. LIMITATIONS ON MAINTENANCE AND SUPPORT: CloudShield will not be required to provide Maintenance and Support (i) with regard to any version of the CloudShield Hardware or CloudShield Software, other than CloudShield s then latest release of such hardware or software, after one year following the release of a new version of such hardware or software, (ii) if Customer has not paid the applicable Maintenance and Support fees, (iii) if Customer is in breach of the underlying CloudShield Software License, (iv) with respect to any unauthorized use of the hardware or software, or any use not in accordance with the applicable documentation or with CloudShield s Maintenance and Support Service Terms (this document), (v) with respect to any use of the CloudShield Hardware, CloudShield Software or CloudShield Documentation on or with any platform (hardware or software) not specified in the applicable CloudShield Documentation or otherwise approved in writing by CloudShield, and (vi) with respect to any error, nonconformance or damage caused by any abuse, misuse, neglect (other than by CloudShield), or acts of God, war or civil unrest, governmental action, or third-party act, error or omission. CloudShield will not be required to correct any CloudShield Software program error (i) that results from any alteration, modification or enhancement of the CloudShield Hardware, CloudShield Software or CloudShield Documentation or the integration or incorporation with or the attachment of a feature, program, or device to the CloudShield Hardware, CloudShield Software, or CloudShield Documentation, or any part thereof, not created or performed by CloudShield, (ii) due to use of defective media (other than media provided by CloudShield) or defective duplication (not created or performed by CloudShield) of the CloudShield Hardware, CloudShield Software or CloudShield Documentation, or (iii) if Customer refuses to incorporate any CloudShield Software Update or error correction provided by CloudShield. Notwithstanding the foregoing, Customer will be allowed to purchase custom maintenance and support for Software versions that are otherwise unsupported under CloudShield's standard maintenance and support options. CloudShield does not guarantee hardware exchange turn-around times, service levels, target response times or absolute effectiveness of software corrections. CloudShield maintenance support services are provided with a degree of skill and judgment normally exercised by recognized professional firms performing services of the same or substantially similar nature. CLOUDSHIELD SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE PERFORMANCE, OR ANY WARRANTY OF THIRD PARTY PRODUCTS, OR FUNCTIONALITY OF THE CUSTOMER S HARDWARE, SOFTWARE, FIRMWARE, OR COMPUTER SYSTEMS. CloudShield s total liability to Customer for any and all liabilities, claims or damages arising out of or relating to Maintenance and Support Services, howsoever caused and regardless of the legal theory asserted, including breach of contract or warranty, tort, strict liability, statutory liability or otherwise, shall not, in the aggregate, exceed the amount actually paid to CloudShield for such services. In no event shall either CloudShield or Customer be liable to the other for any punitive, exemplary, special, indirect, incidental or consequential damages (including, but not limited to, lost profits, lost business opportunities, loss of use or equipment down time, and loss of or corruption to data) regardless of the legal theory under which such damages are sought, and even if the parties have been advised of the possibility of such damages or loss.
As a further condition to CloudShield providing Maintenance and Support, Customer will pay to CloudShield additional fees calculated at CloudShield s then standard rates for consulting, development and/or maintenance and support services performed in connection with (a) Customer s requests for reported program error corrections, or requests for service, that are later determined to have been outside the scope of CloudShield s obligations hereunder, and (b) reported program errors that are later determined not to have been program errors, but rather errors caused by hardware or software not supplied by CloudShield. MAINTENANCE AND SUPPORT RENEWALS: Unless otherwise agreed to in writing between the parties, the term of the Maintenance and Support shall commence as stated in CloudShield s proposal subject to CloudShield receipt of Customer s payment in full (the "Support Commencement Date") and shall continue in full force and effect for the period stated in the Customer s order, as accepted by CloudShield in writing (the "Term"). Unless otherwise notified by Customer in writing sixty (60) days prior to the expiration of the Term, Annual Maintenance and Support shall be automatically invoiced for a minimum of one-year renewal periods thirty (30) days prior to expiration of the then current Term. CloudShield will continue to provide support upon receipt of payment in full. Reinstatement of expired annual support; Customers will be subject to reinstate fees including any lapsed time from the annual support renewal date. After any such lapse of annual support services, Customer may reinstate such services for Products pursuant to the terms and conditions set forth in this document; provided, however, that (i) Customer pays the applicable fees for the period of time that has lapsed as well as any renewal term, and (ii) Products are in serviceable working condition, as solely determined by CloudShield or its designee. MAINTENANCE AND SUPPORT WITHOUT A CONTRACT: Return for Repair Program, if available, is offered to Customers who are not under an Annual Protection or Advanced Replacement Program and require faulty Hardware to be repaired. Customer is required to submit a Purchase Order based on the then current price list for the Return & Repair Program., Customer would then log a Support request ( Trouble Ticket). CloudShield will authorize an RMA number for the incident. Customer returns defective FRU (Field Replaceable Unit) within 10 business days. CloudShield diagnoses the failed unit. If repairable, the unit is repaired, retested, and shipped to Customer within 20 business days of CloudShield receipt of the defective unit.. If Hardware cannot be repaired, Customer will be offered the option to purchase replacement Hardware. Technical Support Services. CloudShield agrees to use commercially reasonable efforts to respond to any requests by Customer for support services not specifically provided for above. Support Initiation fees,, accompanied by a valid Customer Purchase Order will be required to log a Support request ( Trouble Ticket). Initial fee covers 1 (one) day of Support, Repair Technician or Engineering resource. Additional hours may be required to provide problem isolation for Customer. Customer acknowledges that all such services provided by CloudShield shall be at CloudShield's discretion and then-current fees and policies.