Texas DIR Contract
SOFTWARE MAINTENANCE AND SUPPORT
During the term of this Agreement, Saltus agrees to provide maintenance and support services, as described herein, for the Software operating under the license(s) and on the hardware configurations listed in Section 1.0 of this Agreement so as to maintain the Software in good working order, keeping the Software free from material defects so that the Software will function properly and in accordance with the accepted level of performance as set forth in Section 3.0 of this Agreement. Such maintenance and support shall include (i) diagnosis of problems or performance deficiencies of the Software and (ii) a resolution of the problem or performance deficiencies of the Software. Saltus will provide telephone software support twenty-four (24) hours a day, seven (7) days a week. Saltus will use its best efforts to cure, as described below, reported, and reproducible errors in the Software. Saltus utilizes the following four (4) severity levels to categorize and respond to reported problems:
Severity 1: Critical Business Impact
The impact of the reported problem is such that the Customer is unable to either use the Software or reasonably continue work using the Software. Saltus will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one (1) hour. Saltus will make its best efforts to resolve Severity 1 problems in less than forty-eight (48) hours, but in any event, will engage staff until an acceptable resolution is achieved.
Severity 2: Significant Business Impact
Important features of the Software are not working properly and there are no acceptable, alternative solutions. While other areas of the Software are not impacted, the reported problem has created a significant, negative impact on the Customer’s productivity or service level. Saltus will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonably possible, but in any event a response via telephone will be provided within four (4) hours. Saltus will exercise its best efforts to resolve Severity 2 problems within five (5) days, but in any event, will engage staff until an acceptable resolution is achieved.
Severity 3: Some Business Impact
Important features of the Software are not working properly, but an alternative solution is available or non-essential features of the Software are not working properly with no alternative solution. The Customer impact, regardless of Software usage, is minimal loss of operational functionality or implementation resources. Saltus will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 3 problem as soon as reasonably practical, but in any event a response via telephone will be provided within one (1) day. Saltus will exercise its best efforts to resolve Severity 3 problems within one (1) week, but in any event, will engage staff during business hours until an acceptable resolution is achieved.
Severity 4: Minimal Business Impact
A noticeable situation exists in which use of the Software is affected in some way which is reasonably correctable by a documentation change or by a future, regular maintenance release. Saltus will provide, as agreed by the parties, a fix, or fixes for Severity 4 problems in future maintenance releases.
With respect to any reported problems, Saltus may, with the concurrence of the Customer, elect to send senior support or development staff to the Customer location to accelerate problem resolution. Saltus will be responsible for the costs associated with this escalated problem resolution if the problem is determined to be related to the Software. If it is determined that the problem was not related to the Software, the Customer agrees to pay reasonable travel and lodging expenses in addition to Saltus standard consulting rates. Travel time will be charged at consulting rates.
During the term of this Agreement, Saltus will maintain the Software by providing software updates and enhancements to Customer as the same are offered by Saltus to its Customers of the Software under maintenance generally (“Updates”). All Updates and enhancements provided to Customer by Saltus pursuant to the terms of this Agreement shall be subject to the terms and conditions of Section 3.0 of this Agreement. Updates will be provided on an as-available basis.
Updates will be provided in machine-readable format and updates to related documentation will be provided electronically. All such deliveries shall be made electronically to the handheld computers automatically during a sync process or as initiated by Saltus support staff using remote device management tools. All such deliveries for the laptop computers shall be made automatically during a sync process or as coordinated by Saltus and Customer support staff. If requested, Saltus will provide on-site assistance in the installation of Updates on a time and materials charge basis, plus expenses.
Saltus assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of the Software if the Customer has made changes to the system hardware/software configuration or modifications to any supplied source code which changes effect the performance of the Software and were made without prior notification to and written approval of Saltus. Saltus assumes no responsibility for the operation or performance of any Customer-written or third-party application.
3. MAINTENANCE AND SUPPORT WARRANTY
Saltus will undertake all reasonable efforts to provide technical assistance under this Agreement and to rectify or provide solutions to problems where the Software does not function as described in the Software documentation, but Saltus does not guarantee that the problems will be resolved or that any item will be error-free. This Agreement is only applicable to the Software running under the certified environments specified in the release notes for that product. Saltus will provide the Customer with substantially the same level of service throughout the term of this Agreement. Saltus may from time to time, however, discontinue Software products or versions and stop supporting Software products or versions one year after discontinuance, or otherwise discontinue support service. Saltus liability shall not exceed the fees that Customer has paid under this Agreement. Customer agrees that the pricing for the services would be substantially higher but for these limitations.
Software maintenance and support services are conditioned upon provision by Customer to Saltus of reasonably appropriate access to the system(s) running the Software, including, but not limited to, passwords, system data, file transfer capabilities, and remote log-in-capabilities. Saltus will maintain security of the system and use such access only for the purposes of this Agreement and will comply with Customer standard security procedures. Information accessed by Saltus agents or employees as a result of accessing Customer system shall be deemed confidential information pursuant to the terms of this Agreement. Customer shall provide Saltus with internet access to the system(s) running the Software and a Primary Point of Contact at the Customer site to coordinate Support efforts with Saltus staff.
Fees for maintenance and support services provided under this Agreement are contained in Section 1.0 of this Agreement. Any time a client license or software module is added or deleted from this Agreement, Saltus will automatically adjust and/or amend Section 1.0 of this Agreement accordingly. Saltus will periodically review Section 1.0 of this Agreement. If changes have occurred, Saltus will adjust and/or amend Section 1.0 of this Agreement and Maintenance and Support fees will be adjusted accordingly. Rates will be reviewed and adjusted accordingly when client licenses or software modules are added. Customer agrees to reimburse Saltus for reasonable expenses related to the performance of services. Expenses may include, but are not limited to, charges for materials, shipping and handling, travel (including lodging and associated expenses), printing and documentation, and other out-of-pocket expenses reasonably required for performance. Expenses will be pre-approved by the Customer.
6. PAYMENT OF MAINTENANCE AND SUPPORT FEES
Fees will be invoiced annually, with the annual term commencing 12 months from the 1st day of the month following end user training. Invoices will be delivered thirty (30) days in advance of the commencement of the term. Expenses will be invoiced as actual and when incurred. All invoices are payable net fifteen (15) days.
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