License Software Support Exhibit
This Licensed Software Support Exhibit sets forth certain WellSky obligations with regard to provision of Support Services for Licensed Software. From time-to-time, these obligations may change upon notice by WellSky to Client.
1. TERM.
UNLESS OTHERWISE SET FORTH IN AN ORDER FORM, Support SERVICES ARE effective for an initial term of 3 yearS beginning on the Effective Date of the ORDER FORM (the “support effective date”) and shall automatically renew for consecutive 1 year terms unless notice of non-renewal is sent by one Party to the other Party not less than 90 days prior to the END OF THE THEN-CURRENT SUPPORT TERM (the “Term”).
2. SERVICE REINSTATEMENT.
In the event Support Services are allowed to lapse (other than for breach by WellSky) and are later reinstated, Client shall be required to pay a reinstatement charge of $10,000, plus back charges for all months that Support Services lapsed, including appropriate late charges. Client may be responsible for expenses incurred to inspect Hardware or reload Licensed Software to the current release version after any lapse in Support Services.
3. SERVICES PROVIDED.
WellSky shall provide standard support services for supporting Client’s live productive use of the Licensed Software on the Designated Platform. Support Services shall include using commercially reasonable efforts to repair or provide a work around for all reproduceable errors or bugs preventing Licensed Software from operating in accordance with the Documentation (“Program Error”). Support Services shall also include providing Updates. So long as Client is current on Support Services fees and Client complies with the terms and conditions of the Agreement, the Licensed Software shall operate in accordance with the Documentation in all material respects.
4. TELEPHONE SUPPORT.
a. Priority Levels. Client may request, and WellSky shall provide, reasonable technical consultation by telephone 24 hours a day, 365 days of a year. WellSky shall maintain a log of technical consultation requests in a tracking system and a unique number shall be assigned to Client’s request. That unique number shall be provided to Client for reference and communication. WellSky shall assign to technical consultation requests one of three levels of priority:
i. Level 1 is the most severe Program Error and represents a situation where all features and functions of the Licensed Software are unavailable and no practical alternate mode of operation is available. WellSky shall use commercially reasonable efforts to answer or return Level 1 calls within four (4) hours.
ii. Level 2 indicates a problem in which certain features and functionality are not available and no practical alternate mode of operation is available. Priority 2 requests will be assigned to the next available programmer.
iii. Level 3 is the normal next-in-line priority assignment. Priority 3 requests will be worked on in the order in which they are received.
b. Problem Resolution. WellSky shall provide technical consultation solutions to Level 1, Level 2, and Level 3 issues as quickly as reasonably possible, in light of the problem. If a Level 1 or Level 2 issue requires a change to the Licensed Software, the change will be sent to Client as soon as available. If a Level 3 issue requires a change to the software, the change will be provided in a regularly scheduled Update.
c. Service Location. WellSky shall provide technical consultation from its business premises, except that WellSky, at its own discretion, may dispatch a technical services representative to Client’s facility for all Program Errors that WellSky is unable to correct by providing technical consultation from WellSky’s premises.
5. UPDATE.
During the applicable Support Services term, WellSky may make Updates available to Client pursuant to WellSky’s standard release cycle. WellSky reserves the right to determine the content and availability of all software, including without limitation, Updates. Any necessary modifications to an interface or software unique to Client resulting from an Update are not part of the Support Services and may require additional Services from WellSky. All Updates may be loaded only based upon instructions provided by WellSky’s client service personnel. WellSky must be notified, in writing, before the loading of operating system software updates, third-party software updates, or installing new hardware to the System. WellSky shall provide assistance by telephone during normal business hours.
6. CLIENT PARTICIPATION.
WellSky’s obligations are conditioned on Client fulfilling its obligations hereunder, including, without limitation:
a. Providing WellSky with all information and assistance necessary to detect, simulate or reproduce and correct any Program Errors.
b. Providing WellSky access to the System and its related operating environment for the purpose of providing WellSky services;
c. Causing all equipment and facilities which are used in connection with the operation or security of System and Hardware to be maintained properly and in good operating condition as specified by the applicable manufacturer. All charges for such media and services shall be the sole responsibility of Client.
d. Maintaining regular back-ups of data files, application source code (if applicable) and operating system software.
e. Strict compliance with the terms and conditions of the Agreement, including without limitation, the terms and restrictions on the license grant.
