AeroScout Industrial Support Policy February 20, 2015
AEROSCOUT INDUSTRIAL SUPPORT POLICY The following describes the Support which AeroScout Industrial or an authorized AeroScout Industrial third party partner (collectively AeroScout Industrial ) provides to the Buyer with respect to AeroScout Industrial software and hardware products, in each case to the extent the Buyer has purchased such Support and in accordance with the terms and conditions of this Support Policy (this Policy ). 1. DEFINED TERMS 1.1 Defined Terms. As used in this Policy, the following terms have the indicated meanings: AeroScout Industrial means the AeroScout Industrial business unit of AeroScout, LLC, a Delware company with its principal place of business at 130 Turner Street, Suite 700, Waltham MA 02453. AeroScout Industrial Products means AeroScout Industrial software products and AeroScout Industrial hardware products. System multiple AeroScout Industrial Products installed at a customer site to provide a business solution. Covered Products means, for any particular time period, all supported releases of AeroScout Industrial Products for which Buyer has paid for Support for such time period. Customizations means any feature that was developed per customer request including but not limited to third party interfaces, end user interfaces (UI), integrations, custom fields, custom reports, custom events, etc. TSE means Technical Support Engineer. Error means a failure of an unmodified version of a Covered Product to conform to the specifications set forth in the related documentation. Errors are categorized as one of the following: (a) Priority 1 - Urgent means an Error which results in a complete system failure or completely disables one or more essential business functions of the System. (b) Priority 2 - High means an Error which disrupts essential business functions of the System. Examples include: (i) useful production is difficult because Covered Products are failing to perform correctly and/or reliably, or (ii) regular failures are occurring, but the System is not completely unusable. (c) Priority 3 - Normal means an Error which disables or disrupts non-essential business functions of the System. Examples include (i) a Covered Product is not performing in a normal manner or the Error is very intermittent, or (ii) the System workload is impaired but it can be used. (d) Priority 4 - Low means an Error which is cosmetic or non-disabling from a business standpoint. Examples include: (i) Errors causing minor inconvenience, and (ii) documentation errors. Hot Patch shall mean a single fix or set of fixes to correct a specific Error in a Covered Product consisting of software or firmware. Each Hot Patch is expected to be included in the next Service Pack or Release for such Covered Product. 2015 AeroScout LLC. All rights reserved. Page 2 of 12
Permanent Fix is a resolution of the problem resulting from the experienced behavior which may take the form of a hardware RMA, a software update or a request for enhancement to hardware or software functionality. Release means a version of a Covered Product consisting of software (including the AeroScout Industrial software included in any hardware product), denoted by a change to the left (a Major Release ) or right (a Minor Release ) of the revision number decimal point (x.y). Response is contact by either email or telephone by a TSE, with a potential resolution or workaround, or to gather additional information to determine the steps to reproduce the problem. Service Pack means a set of fixes to correct Errors within a specific Release for a Covered Product consisting of software. Support Ticket means a request by Buyer for Support under this Policy to address an Error. Update means Releases, Service Packs, and Hot Patches for a particular Covered Product under the terms of this Policy. Workaround is a relief from the experienced behavior that may be customer-specific and/or temporary in nature, until a Permanent Fix is available. Application Software is AeroScout Industrial software that runs on non-aeroscout Industrial hardware, such as commercial servers, desktop computers, notebooks and other handheld devices. 1.2 Other Terms. Capitalized terms used but not defined in this Policy are used as defined in the Agreement to which this Policy is attached. 2. SUPPORT DESCRIPTION 2.1 Services. Support includes the following with respect to Buyer s Covered Products: (a) Telephone and Online Support. AeroScout Industrial will provide support to Buyer through telephone, email and/or through AeroScout Industrial s online support web site (https://helpcenter.aeroscout.com). In addition, AeroScout Industrial will provide Buyer with (A) online Support Ticket entry; (B) online Support Ticket tracking and status updates; (C) online download areas for Service Packs, Hot Patches, and support information; and (D) online access to AeroScout Industrial support resources as determined by AeroScout Industrial (e.g., knowledgebase, FAQs, support papers and application notes, etc.). (b) Defective Hardware Exchange. For Covered Products consisting of hardware that is under warranty, Support includes defective equipment exchange within ten (10) business days of receipt by AeroScout Industrial of the defective item at AeroScout Industrial s repair facility. Any hardware that is opened (except for authorized battery replacement), modified or not used in a manner that is approved by AeroScout Industrial is not covered. Buyer is responsible for paying for shipment of the defective equipment from its facilities to AeroScout Industrial s repair facility. AeroScout Industrial shall pay for return shipment to Buyer. Buyer is responsible for any import fees, duties, and taxes. 2015 AeroScout LLC. All rights reserved. Page 3 of 12
In case of Urgent Priority Errors caused by hardware failure of Covered Products, AeroScout Industrial shall ship an advanced replacement unit(s) within 3 business days depending on product availability from notice to ensure that System functionality is restored. AeroScout Industrial recommends that the customer maintains spare hardware for critical functionality to prevent system outages. AeroScout Industrial will diagnose the defective hardware and determine the cause and the corrective action. Replacement parts and products will be either new or like-new. (c) Update Right and Maintenance. (i) Right to Receive Updates, etc. Buyer is entitled to Updates for each Covered Product for a period of the contract. AeroScout Industrial support team will assist the Buyer in planning for these updates. Depending on the availability of remote access to the Buyer s System, AeroScout Industrial will help on upgrading, otherwise, Buyer will need to purchase on site services. For certain software Updates remote update will not be possible, and in those cases, will require purchase of additional on-site services separately. Notwithstanding the above, Buyer is not entitled to use any portion of a Release which is an option, module or interface for a Covered Product for which AeroScout Industrial charges a separate license fee (other than media and handling charges), unless Buyer has previously purchased from AeroScout Industrial such option, module, or interface for such Covered Product. In addition, the right to receive Updates does not include the right to receive any third party hardware or software product or update thereto which may be required to use with any Release, Service Pack, or Hot Patch. AeroScout Industrial will provide to Buyer, Major/Minor Releases, Service Packs and Hot Patches to the applicable Covered Products as and when such are made generally commercially available during the applicable Support period. Releases, Service Packs and Hot Patches are licensed to Buyer pursuant to the applicable Software Agreement for the corresponding AeroScout Industrial Product. Buyer acknowledges that AeroScout Industrial is not obligated to create or otherwise develop any Releases, Service Packs and Hot Patches. (ii) Support does not include Customization backward compatibility. AeroScout Industrial allows Buyers to develop their own custom integrations using the system Application Programming Interfaces (APIs) or to engage AeroScout Industrial to develop for them. AeroScout Industrial will make the effort to minimize any changes to the API between Releases. In case changes do occur, support does not cover assistance in updating the integration (unless specifically purchased separately). If Buyer requests additional training, consulting or development consultation, it will have to purchase those services from the AeroScout Industrial Integration Group. (iii) Support does not include System outage that is caused by maintenance that was performed by or on behalf of the Buyer on AeroScout Industrial system or any system that AeroScout Industrial integrates with such as Cisco infrastructure without first consulting with AeroScout Industrial. AeroScout Industrial allows Customers to upgrade their infrastructure, however, before any update on any AeroScout Industrial system or any system that integrates with AeroScout Industrial the Buyer should first consult with AeroScout Industrial to verify that the applicable AeroScout Industrial Product is compatible with the requested change. In case the Buyer did not follow the recommendation above, and System outage resulted, it will have to purchase services to fix it at the Buyer s sole cost and expense. (iv) Support does not include 3 rd party software that is not sold by AeroScout Industrial. Any other customizations provided by the Buyer are not covered. 2015 AeroScout LLC. All rights reserved. Page 4 of 12
(d) On-Site Technical Support. On-site Support is not included in this Support Agreement. When determined by AeroScout Industrial, AeroScout Industrial will dispatch resources on-site only with the prior agreement of the Buyer. On-site support is charged per AeroScout Industrial standard service rates, plus travel and entertainment expenses incurred. Optional on-site support packages are available. 2.2 Named Contacts. Buyer shall designate two (2) of its full-time employees as contacts: one (1) primary and one (1) backup (each a Named Contact ), to serve as liaisons with AeroScout Industrial s support group. Prior to being designated as a Named Contact, each person must successfully complete AeroScout Industrial s required training for Named Contacts for the current version. The designated Named Contacts shall be the sole liaisons between AeroScout Industrial s support group and Buyer for all Support. Buyer shall provide reasonable advance written notice to AeroScout Industrial whenever Named Contact responsibilities are transferred to another individual. Buyer may add up to three (3) additional Named Contacts. 2.3 Support Tickets. (a) Prioritization. The TSE and the Buyer s Named Contact will classify each Support Ticket according to the Error priority levels described in Section 1 above. AeroScout Industrial will respond to each Support Ticket with respect to Covered Products in accordance with the Response Goals specified in Schedule 1 to this Policy. Error priority levels for a Support Ticket, and AeroScout Industrial s corresponding obligations, may be adjusted as work-arounds are provided which cause the Error severity to decrease. AeroScout Industrial will obtain Buyer s approval before adjusting the Support Ticket priority. (b) Response Goal. For the purposes of this section, a Response Goal shall mean the time in which the TSE commences attempts to resolve the Errors specified in the Support Ticket. Response Goals are dependent on, among other things AeroScout Industrial s ability to remotely access a Buyer s computer System(s) and network and do not apply if Buyer cannot, or will not, allow remote access to its System installation. It is not AeroScout Industrial s policy to release targets or goals for Error resolution. 2.4 Buyer Cooperation. AeroScout Industrial s obligation to provide Support is conditioned upon the following: (a) Buyer s reasonable and diligent efforts to resolve the Error after communication with AeroScout Industrial; (b) Buyer s provision to AeroScout Industrial of sufficient detailed information and resources to correct the Error, including remote access as further discussed in these policies, (c) Buyer s prompt installation of all Service Packs, Hot Patches and/or work-arounds supplied by AeroScout Industrial, and (d) Buyer s procurement and installation and maintenance of all hardware, cabling, primary and back-up electrical supplies, and telephone and internet connections necessary to operate the Covered Products. 2.5 TSE Response and Escalation. (a) TSE Response. Upon receipt of a Support Ticket from Buyer, AeroScout Industrial will assign the Support Ticket to its TSEs. AeroScout Industrial s TSEs are responsible for identifying the Error and gathering initial case information. If the Support Ticket can be satisfied through information dissemination and assistance in connection with installation, administration, and features and functions of the Covered Products, the applicable TSEs will use reasonable efforts to provide such assistance with such Support Ticket. AeroScout Industrial s response may include providing a written (including e-mail or text messaging) response, a telephonic response, a Hot Patch, supplementary documentation, logging into Buyer s system to troubleshoot an issue, a temporary work-around, a new Release or other correctional aids. 2015 AeroScout LLC. All rights reserved. Page 5 of 12
(b) Proactive Escalation. If a Support Ticket cannot be resolved by the initial TSE, such Support Ticket shall be escalated to AeroScout Industrial s Senior TSEs ( Tier 2 ). Support Ticket resolution may include providing an existing fix to an already identified Error. If a particular Support Ticket cannot be resolved by Tier-2, it will be escalated to AeroScout Industrial s Engineering and/or Product Marketing groups. In this event, the assigned TSE will retain primary responsibility for all communication with the Buyer regarding the Support Ticket. (c) Buyer Escalation. For Support Tickets involving Priority 1 Urgent and Priority 2 High only, if Buyer reasonably determines that there is a performance issue in connection with the response provided by AeroScout Industrial s initial TSEs, Buyer may request escalation of such Support Ticket to Tier-2. If resolution of such an Error is still not proceeding to Buyer s reasonable expectations, Buyer may escalate the Support Ticket for such Error to AeroScout Industrial s Technical Support Manager. If such escalation does not resolve or mitigate the issue, Buyer may escalate the issue to the Vice President of Technical Services. Support Tickets involving Priority 3 Normal and Priority 4 Low Errors may not be escalated by Buyer using the escalation process set forth in this Section. 3. SUPPORT CONDITIONS 3.1 Supported Releases. Support applies only to the latest Release and the previous Release of each AeroScout Industrial Product. Not conflicting with this statement, AeroScout Industrial will support any major/minor release for a minimum period of twelve (12) months from its original release date. 3.2 Supported Configurations. With each Release, AeroScout Industrial will provide a list of supported configurations for that Release. This list of supported configurations will set forth the hardware platforms, operating systems, database versions, and other third party software products required for such Release. AeroScout Industrial s Support services are provided solely for such documented, supported configurations. A current list of supported configurations can be obtained by contacting the AeroScout Industrial Support Center or AeroScout Industrial s support website (https://helpcenter.aeroscout.com). Buyer may apply critical security patches provided or authorized by AeroScout Industrial. Other configuration and/or maintenance patches can only be applied by Buyer after obtaining prior approval (using a Support Ticket) of AeroScout Industrial. Any violation or contravention of the foregoing by Buyer shall void this policy. 3.3 Supported Platforms. Support is limited to (a) Covered Products on platforms that are fully supported by AeroScout Industrial, and (b) reproducible Errors that are demonstrable in the latest Release of such Covered Product, running unaltered on the proper hardware configuration as approved by AeroScout Industrial. 3.4 Reproducing Errors; Remote Access. For each Support Ticket, AeroScout Industrial will use commercially reasonable efforts to reproduce the Error so that the results can be analyzed. In order to reproduce the Error in the most timely and efficient manner, Buyer shall provide access to Buyer s computer systems and network. 2015 AeroScout LLC. All rights reserved. Page 6 of 12
3.5 Support Issues Not Attributable to AeroScout Industrial. AeroScout Industrial is not obligated to provide Support for Errors related to: (i) improper installation of AeroScout Industrial Products by non-aeroscout Industrial personnel, (ii) use of AeroScout Industrial Products in a manner deviating from the procedures and guidelines specified in the documentation for such products, (iii) Errors caused by Buyer s negligence, third-party hardware/software not sold by AeroScout Industrial, or other causes beyond the control of AeroScout Industrial; and (iv) situations in which Buyer has not paid any Support fees or any other amounts due AeroScout Industrial when due. Further, Buyer will be responsible to reimburse AeroScout Industrial for such services at AeroScout Industrial s then-current time and materials rates, if AeroScout Industrial provides Support despite the existence of any of the issues or matters described above. 3.6 Exclusions from Support. Support does not include: (a) In-Depth Training. Responses to Support Tickets which are in the nature of training in that the Buyer is requesting extensive discussion or explanation of basic system usage and/or topics covered in AeroScout Industrial s Training Classes. Such requests will be referred to AeroScout Industrial s training or professional services departments; (b) Customization Assistance. AeroScout Industrial Products may enable customization using the unique customization tools provided within such products or using another product, such as a software development kit. Any other modifications to a AeroScout Industrial Product is not authorized and could result in the termination of (a) any remaining warranty, (b) AeroScout Industrial s obligation to provide Support, and (c) the related Software License Agreement. Support does not include assistance in developing, debugging, testing or any other application customization for modifications made by Buyer, even if a permitted modification. Those services, if available, must be purchased separately from AeroScout Industrial s professional services group; (c) Assistance on Third Party Products. Issues related to the installation, administration, and use of enabling technologies such as databases, computer networks, and communications systems. If AeroScout Industrial separately agrees to provide technical support services for such third party products, then such services will be provided under the terms of separate agreements and not under this Policy; and (d) Buyer s Environment Issues (Problems due to defects in the environment in which the AeroScout Industrial Products are installed.) If AeroScout Industrial concludes that an Error being reported by Buyer is due to defects in such environment, then AeroScout Industrial will so notify Buyer. Additional assistance to address such issues will be provided by AeroScout Industrial, if at all, pursuant to a separate arrangement with AeroScout Industrial s professional services group for an additional fee. 3.7 Support Renewal (a) Maintenance and Support are to be provided on an ongoing basis subject to payment by the Buyer of annual maintenance fees in accordance with the AeroScout Industrial price list in effect at the time. If the Buyer elects not to renew the then current Support Agreement, the Buyer will no longer be entitled to receive Support or any of the associated Maintenance benefits. The Buyer may thereafter renew Maintenance and Support only upon written agreement with AeroScout Industrial. 2015 AeroScout LLC. All rights reserved. Page 7 of 12
(b) Reinstatement. In order for Buyer to reinstate Technical Support services for the applicable Program licenses if Technical Support is cancelled, was never acquired, or otherwise lapses, Buyer shall pay AeroScout Industrial (i) a reinstatement fee of 20% of the then-current Technical Support services fee, (ii) the amount of unpaid or refunded fees for the period during which Customer was out of Technical Support, and (ii) yearly Technical Support fees for the new period of Technical Support, which shall commence as of the date of reinstatement. The reinstatement fee will provide the Customer with a right to all appropriate product updates released since Technical Support services lapsed. 3.8 End of Life (EOL)(Refer to Appendix 1) Following the End-of-Life (EOL) date, AeroScout Industrial will continue to provide, for customers covered by a valid maintenance contract, as follows: (a) Hardware (under warranty): provide spare or replacement parts for hardware for a period of 1 years, subject to availability. (b) Software: AeroScout Industrial will provide support to EOL version for a period of one year starting from the end-of-life date. In cases where Technical Support believes the resolution is included in the current supported versions, AeroScout Industrial will request the Buyer to upgrade to the recent version. Buyer can refuse the upgrade, and remain with the current version, but AeroScout Industrial is not obligated to provide a fix on the EOL product version. 3.9 Termination: Either party may terminate the support agreement renewal by providing written notice in advance of the lapse of the Support Agreement renewal date. 4. SUPPORT LIMITATIONS 4.1 Limited Warranty for Services: AeroScout Industrial hereby warrants that all Support services to be provided hereunder will be performed by competent and experienced personnel in a manner consistent with the quality of such services customarily provided by similarly situated service providers in the market in which the Support services are to be provided. 4.2 Disclaimer of Other Warranties: EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED ABOVE, AEROSCOUT INDUSTRIAL PROVIDES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER, AND AEROSCOUTINDUSTRIAL HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING WITHOUT LIMITATION ALL WARRANTIES AND CONDITIONS OF QUALITY, NON-INFRINGEMENT, MERCHANTABILITY AND SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT PERMITTED BY LAW. 2015 AeroScout LLC. All rights reserved. Page 8 of 12
4.3 Sole Remedy: Buyer s sole and exclusive remedies and AeroScout Industrial s sole and exclusive liability under the Limited Warranty stated above shall be to promptly reperform any Support Services that do not conform to such Limited Warranty. 4.4 Disclaimer: AEROSCOUT INDUSTRIAL WILL NOT BE LIABLE TO THE BUYER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. 2015 AeroScout LLC. All rights reserved. Page 9 of 12
SCHEDULE 1 MAINTENANCE AND SUPPORT PLAN SUMMARY Access & Response Hours of Support Feature After business hours support Service Details 7 days a week, 24 hours a day, 365 days a year Included Named Contacts* 2 to 5 Response Goals for: Urgent Priority Tickets High Priority Tickets Normal/Low Priority Tickets Self Service Online Ticket Management Online Access to Knowledgebase & Resources Software Major, Minor and Patches Software Updates Upgrade planning and assistance 2 hours 4 business hours 1 business day Included Included Included Included * Buyer Technical Named Contacts must pass AeroScout Industrial s Administrator Basics Training, in our public classes. 2015 AeroScout LLC. All rights reserved. Page 10 of 12
APPENDIX 1 END OF LIFE/END OF SERVICE (EOL/EOS) POLICY Terminology The following terms are used in this document: Milestone Definition Date End-of-Life (EOL) Announcement Date End-of-Life (EOL) Date End of Maintenance & Support Contract Renewal Date End of Maintenance & Support Date (EOS) The date of the document that announces the end of life of a product is distributed to the general public. The last date to order the product through AeroScout Industrial point-of-sale mechanisms. The last date to extend or renew a Maintenance & Support contract for the EOL product. The last date that AeroScout Industrial may release any final software maintenance releases or bug fixes. After this date, AeroScout Industrial will no longer develop, repair, maintain, or test the EOL product. The announcement date at least 3 months prior to the EOL date EOL date Same as EOL Date 12 months after EOL date The last date to receive service and support for the EOL product. After this date, all support services for the product are unavailable, and the product becomes obsolete. EOL and EOS Notification Policy and Procedures From time to time, AeroScout Industrial may find it necessary to discontinue products and services for a number of reasons, including product line enhancements, upgrades and offering customers the same quality product at a lower cost. When a product reaches its EOL/EOS, we are committed to communicating important milestones throughout the EOL/EOS period, including the initial EOL notification and End of Maintenance & Support (EOS), as well as other key information pertaining to AeroScout Industrial hardware and software products. Any product being discontinued will be announced as EOL and identified as such on the price list for up to ninety (90) days prior to the discontinuation. On the EOL date, products are removed from the price list and are no longer available for purchase. The product reaches End of Maintenance & Support twelve (12) months after the EOL Date for hardware products and software products. No support services contracts are available and the last contract will expire on the published EOS date. Throughout this period AeroScout Industrial will provide bug fixes, maintenance releases, work arounds, or patches for critical bugs reported and any other services specified in AeroScout Industrial Support Policy. Spares or replacement parts for hardware will be available for twelve (12) months after the EOL Date. AeroScout Industrial will provide spares and replacement parts in accordance with its Return Materials Authorization (RMA) process. 2015 AeroScout LLC. All rights reserved. Page 11 of 12
Support for discontinued products will only be provided to customers who purchased a Maintenance & Support contract prior to the removal of the product and support services from AeroScout Industrial's price list, or converted their new product warranty coverage to a Maintenance & Support contract prior to the expiration of the standard warranty. Hardware and Software Support EOL Announcement End of Life (EOL) End of Maintenance and Support (EOS) 3 Months 12 Months 2015 AeroScout LLC. All rights reserved. Page 12 of 12