Odessa Standard Policies

Support Program: On-Premise SLA’s

Section 1. Defined Terms

Except as expressly defined in this Support Exhibit, capitalized terms will have the meaning ascribed to them in the Master Agreement. In addition, the following capitalized terms will have the following meanings:


“APIs” means the application programming interfaces provided by Odessa to Customer to enable interoperability or compatible data exchange between the Odessa Software and third party technology, including those specified as “APIs” in the Sales Order.

“Annual Support Fees” has the meaning ascribed to it in the Sales Order.

“Configuration” means a PSA Deliverable that consists of a separate file that uses certain functions and features in the Software that are designed to permit Customer to arrange its business logic, workflow and other items without modification to the source code of the Software.

“Customization” means a PSA Deliverable that represents a modification to the source code of the Software, either as altered source code, or as new source code. Customizations are categorized as “Product Customizations” or “Project Customizations”.

“Error” means any failure of the Supported Software to perform in all material respects in accordance with its Documentation.

“Fix” means a modification or an addition to the Supported Software or its Documentation that overcomes an Error when made or added to such Software or Documentation. Odessa may provide a Workaround in lieu of a Fix in Odessa’s sole discretion, but will provide a Fix to Customer as specified in Section 2.2 below.

“Product Customization” means any Customization that Odessa designates in writing as a “Product Customization” (or as a “Core Software Deliverable”), and that Odessa anticipates incorporating into a future general release version of the Software.

“Maintenance Release” means a patch, or a new release of the Supported Software with a change in the Z component of the Software’s X.Y.Z version number.

“Project Customization” means any Customization that Odessa designates in writing as a “Project Customization” (or as a “Non-Core Software Deliverable”).

“Odessa Standard Business Hours” means 8.00am to 5.00pm US Eastern time, and 9.30am to 6.00pm Indian standard time, Monday through Friday, excluding holidays observed by Odessa.

“PSA Deliverable” means any “Deliverable” (as defined in the Professional Services Agreement) finally provided by Odessa to Customer under the Professional Services Agreement.

“Reaction Time” means, for purposes of this Exhibit, the time between Odessa’s receipt of an Error notification from Customer which includes all appropriate information related to the Error, and an Odessa support technician beginning work on resolution of the Error.

“Response Time” means, for purposes of this Exhibit, the time between Odessa’s receipt of an Error notification from Customer, and Odessa’s acknowledgement of receipt of the notification.

“Software Release” means (i) the Odessa Software programs identified in the applicable Sales Order as “Odessa Programs”, (ii) to the extent specified as being subject to Support Services in the Sales Order, any APIs and Third Party Programs, and (iii) any Upgrade, Update or Maintenance Release.

“Support Term” has the meaning ascribed to it in the Sales Order.

“Supported Software” refers to the Software and PSA Deliverables for which Odessa is obligated to provide Support Services, and means:
(i) Software Releases made generally available for commercial release by Odessa within the two year period immediately preceding the reported occurrence of an Error (a “Qualifying Release”);
(ii) Product Customizations (once any Product Customization has been incorporated into a general release version of the Software, that Product Customization will be eligible for Support Services until the first to occur of (a) Customer’s adoption of the general release version in a production environment, or (b) the expiration of two years from the date on which Odessa first makes the general release version generally available);
(iii) Project Customizations that are Customizations of any Qualifying Release; and
(iv) Configurations that are Configurations of any Qualifying Release

“Third Party Programs” has the meaning ascribed to it in the Sales Order.

“Update” means a new release of the Supported Software with a change in the Y component of the Software’s X.Y.Z version number.

“Upgrade” means a new release of the Supported Software with a change in the X component of the Software’s X.Y.Z version number.

“Workaround” means a set of procedures that Customer may follow to circumvent or mitigate the impact of an Error, notwithstanding that the Error still exists.

Section 2. Odessa’s Provision of Support Services

2.1 Technical Support. Odessa will provide Customer with telephone and email support regarding use of the Supported Software and resolution of Errors in accordance with Table A 1 below. Except as specified in Table A-1 below, Odessa provides such support during Odessa Standard Business Hours. Odessa will provide such support to up to two (2) named support contacts designated by Customer as a primary and backup administrator, who will be knowledgeable in all material aspects of Customer's network and operating environment, and who will have completed and remain current with Odessa’s recommended training for support contacts for the Supported Software. Customer will ensure that its support contacts direct queries and notifications to Odessa’s designated telephone support numbers and email addresses. Customer will notify Odessa of its initial support contacts promptly following the Sales Order Effective Date. Customer may change the contacts by written notice to Odessa.

2.2 Support Response. Odessa will notify Customer of Errors and other material problems detected by Odessa, and will assign all Errors one of four response priorities, dependent upon the problems caused by the Error, and consistent with the Severity Level descriptions below. Odessa will also respond to information and enhancement requests, consistent with the Severity Level 5 description below. The priorities will dictate the timing and nature of the response as specified in Table A-1 below. Response times are calculated from the moment at which Customer's request for support first reaches Odessa's customer support phone lines, or Odessa's customer support email. Priority categories are as follows:

2.2.1 Severity Level 1 – Software Down or Unusable: An Error stops the Supported Software from running, or so severely impacts production use of the Supported Software that Customer’s business operations are critically affected and Customer cannot reasonably continue work.

2.2.2 Severity Level 2 – Functionality Disabled: An Error causes a major functional area of the Supported Software to be unavailable with no reasonable Workaround and there is a serious impact on Customer’s productivity, but production use of the Supported Software is continuing and Customer can reasonably continue work using the Supported Software.

2.2.3 Severity Level 3 – Degraded Operations: An Error which causes a major functional area of the Supported Software to be unavailable or to function other than as specified in the applicable Documentation but a Workaround exists; or an Error causes less significant functions of the Supported Software to be unavailable or to function other than as specified in the applicable Documentation, with no reasonable Workaround; or an Error which causes performance slowdowns in the Supported Software, but where Customer can still reasonably continue to work using the Supported Software.

2.2.4 Severity Level 4 – Minor Error: An Error which does not affect essential use of the Supported Software, but which represents a deviation from the applicable Documentation. Examples of such Errors include: screen formatting or placement; minor spelling errors; color Errors, and sorting Errors.

2.2.5 Severity Level 5 - Information/Enhancement Request: Customer requests information, an enhancement, or documentation clarification regarding the Supported Software but there is no material adverse impact on the operation of the Supported Software.

Priority Coverage Response Time Reaction Time Resolution Procedures
Severity Level One Odessa Standard Business Hours Within 2 business hours Within 4 business hours Odessa will use commercially reasonable efforts to provide a Workaround or a Fix as soon as reasonably practicable, and will dedicate necessary resources (including development engineers or their equivalents) to resolve the Error. Odessa will notify Customer of the Error resolution status on at least a daily basis, and more frequently as requested by Customer, until Odessa provides a Workaround. If Odessa provides a Workaround, then Odessa will provide a Fix as soon as reasonably practicable in the circumstances.
Severity Level Two Odessa Standard Business Hours Within 4 business hours Within 6 business hours Odessa will use commercially reasonable efforts to provide a Workaround as soon as reasonably practicable in all the circumstances, and to include a Fix for the Error in the next Maintenance Release.
Severity Level Three Odessa Standard Business Hours Within 4 business hours Within 8 business hours Odessa will use commercially reasonable efforts to provide a Workaround as soon as reasonably practicable in all the circumstances, and to include a Fix for the Error in the next Maintenance Release.
Severity Level Four Odessa Standard Business Hours Within 1 business hours Within 5 business hours Odessa will use commercially reasonable efforts to provide a Workaround as soon as reasonably practicable in all the circumstances, and to include a Fix for the Error in the next Maintenance Release.
Severity Level Five Odessa Standard Business Hours Within 4 business hours Within 10 business hours Odessa will consider enhancement and Documentation modification requests.

2.3Error Status. Odessa will provide Customer with online access to Odessa’s Error ticketing system.

2.4Escalation Process. The table below describes Odessa’s internal notification / escalation procedure with respect to Severity Level 1 Errors and Severity Level 2 Errors. Timeframes are during Odessa Standard Business Hours.

Odessa Personnel Severity 1 Severity 2
Manager, Technical Support Immediate, on problem report/identification 4 hours
Sr. Director, Customer Services 2 hours 4 hours
Chief Operating Officer 4 hours As needed

2.5Remote Support. Odessa and Customer have agreed that Odessa will provide all Support Services remotely from Odessa’s offices. Customer will provide Odessa with remote access (over a VPN, WebEx or other similar secure access system) to Customer’s testing and production servers on which the Supported Software is installed, to enable Odessa’s provision of Support Services. It is Customer’s responsibility to provide an environment on which any reported problem can be recreated or captured. Unless otherwise agreed between the parties, Customer will not provide Odessa with access to or copies of Licensed Program databases containing un-scrubbed or un-obfuscated customer data or Personal Information. Odessa will have no liability for any non-performance of Support Services arising out of any failure of Customer or its suppliers to provide Odessa with access to such servers.

2.6On-Site Visits. Without limiting the generality of Section 2.5 above, if Odessa and Customer mutually determine that Odessa may more effectively resolve an Error with an on-site visit to any Customer location, then Customer will pay Odessa for Odessa’s travel, attendance and services on a time and materials basis at Odessa’s then current daily rates, and will reimburse Odessa for Odessa's reasonable travel and living expenses.

2.7Customer Cooperation. Customer acknowledges that Odessa may not be able to resolve an Error if Customer does not cooperate with and assist Odessa in resolving the Error (including in replicating the Error, in retrieving and sharing database, workstation, server and log file data relating to the Error, and in providing Odessa with access to Customer's servers, databases and all other aspects of its operating environment as necessary for Odessa to diagnose and resolve the Error). Customer will use deployment automation tools as required by Odessa for deployment and promotion of all Software releases (including Fixes) in all Customer environments. Customer is responsible for obtaining, operating, maintaining and supporting all equipment, services and other software necessary to operate the Software.

2.8Software Releases. Odessa will make Software Releases available to Customer if and when they are made generally commercially available by Odessa to Odessa's customers. Odessa may provide Customer with a Maintenance Fix if Customer is experiencing, or in Odessa's sole discretion may experience a Severity Level One or Two situation. Software Releases will constitute "Software" for purposes of the Master Agreement. Odessa will be solely responsible for determining whether derivative works of or improvements to the Software constitute a Software Release or new software programs not covered by the applicable Sales Order or Support Services.

2.9Support Obligations Applicable to APIs and Third Party Programs. The following provisions apply only if Customer is acquiring APIs or Third Party Programs from Odessa, and only to the extent the Sales Order specifies that Odessa will provide Support Services for the APIs or the Third Party Programs.

2.9.1Support, Error Resolution and Upgrades. Odessa will provide technical support and Error resolution services for the APIs and general release versions of Third Party Programs as part of the Support Services and also will provide, to the extent and subject to the limitations specified below, Software Releases for the APIs and Third Party Programs.

2.9.2Odessa Upgrade Compatibility. Odessa will design general release Software Releases of the Odessa Programs to maintain compatibility with APIs and Third Party Programs that qualify as Supported Software, at no additional charge to Customer. With respect to APIs and Third Party Programs that do not qualify as Supported Software, Odessa will charge Customer at Odessa’s then standard rates for developing such compatibility.

2.9.3Third Party Product Compatibility. If the suppliers of Supported Software Third Party Programs or the products or services with which Supported Software APIs are designed to interoperate modify such programs, products or services, then Odessa will provide compatibility between the Odessa Programs and the applicable APIs and general release versions of Third Party Programs. Odessa will charge Customer at Odessa’s then standard rates for developing such compatibility for any APIs or Third Party Programs that do not qualify as Supported Software. Customer acknowledges that Odessa requires reasonable advance notice in order to modify and test APIs and Odessa Program Software Releases that are designed to interoperate with new versions of Third Party Programs in order to maintain compatibility, and that Odessa will have no responsibility for any incompatibilities between the APIs or Odessa Program Software Releases and the third party products or services or new versions of Third Party Programs and consequent Errors unless and until Odessa has made its modifications available for general release.

2.9.4Operating System Changes. Odessa may, but will not be obligated to, perform the work necessary to obtain compatibility between the APIs and changes in Customer’s operating environment. Odessa will charge Customer for such work at its standard rates.

2.9.5Dependence on Third Party Licensors. Odessa does not have access to the source code of, nor rights to modify the Third Party Programs. The Parties each acknowledge that Odessa’s ability to resolve Errors in, and provide new releases of Third Party Programs is dependent upon the applicable Third Party Program supplier. Odessa will nonetheless be solely responsible for monitoring and enforcing the Third Party Program supplier’s support and maintenance obligations under the applicable supply agreement between them.

2.10Scope of Support and Software Release Services. Odessa will have no obligation to correct Errors or support queries arising from Customer's misuse or alteration of the Supported Software, failure or fluctuation of electrical power, maintenance of the Supported Software by anyone other than Odessa or Odessa's authorized representatives, Customer's combining or merging Supported Software with any hardware or software not identified as compatible by Odessa, use of the Supported Software other than in accordance with the Documentation or the provisions of this Agreement, or Customer’s provision to Odessa of incorrect configuration directions or other information. Odessa will have no obligation to correct Errors or support Software or PSA Deliverables except with respect to the Supported Software. Odessa will be obligated to comply with its response times and resolution commitments in this Agreement only with respect to Customer's production use of the Supported Software: if Odessa, in its sole discretion, elects to address Errors or other problems with the Software outside the scope of this Exhibit (e.g., bugs occurring in non-production use, or bugs in old versions that Odessa is no longer obligated to support), then Odessa will handle such Errors on a reasonable efforts basis, and may charge for its services at its then current applicable rates. The Support Services exclude any configuration of any Software or PSA Deliverables. Odessa's provision of support services and Software Releases is conditioned on Customer being current on its Support Services Fees payments for all of the Supported Software.

2.10.1Customer Responsibilities. Except to the extent specified in a supplemental services agreement between Odessa and Customer, Customer will be responsible for each of the items described in this Section 2.10.1. This list of responsibilities is not intended to be exhaustive, but addresses primary issues for purposes of clarification. Odessa will not be obligated to resolve problems (including Errors) arising from Customer’s non-conformance with this Section 2.10.1. Odessa may, at Customer’s request, diagnose, resolve, or participate in resolution of such problems, but may charge Customer for its work at Odessa’s then standard rates.

(a) Systems and Network Administration. Customer is responsible for proper maintenance of all hardware, operating systems, and other support software that run beneath the Supported Software, including: disk space maintenance; log file maintenance; backups, clustering, load balancing, application server, administration, user administration; patch administration; routing, security, firewall, and other types of network administration. To the extent that Odessa accepts responsibility for Supported Software performance, that responsibility ends at the point where the Supported Software makes information available to its applicable web server. Odessa cannot, and has no obligation to control Supported Software performance through Customer’s network infrastructure and the subsequent “internet cloud.”

(b) Database Administration. Customer is responsible for proper maintenance of all hardware and software associated with the database required by the Supported Software (typically a Microsoft SQL Server application), including disk space and database file maintenance, database index maintenance, user administration, and all other activities described by the database administration documentation and as required for proper database performance and function.

(c) Capacity Planning. Customer is responsible for monitoring load on the systems and application and for projecting, planning, and executing any expansion in the number or type of application servers, database servers, report servers, document servers, and web servers required to maintain system performance at acceptable levels. In any event, Customer will ensure that its systems and their performance are at least as good as those of Customer’s systems as documented in Odessa’s QA exit report for the implementation project, or for any subsequent performance testing or capacity planning professional services engagements performed by Odessa under the Professional Services Agreement (the “Baseline Criteria”). If Customer wishes to materially change its systems or application configurations, or increase loads in excess of the Baseline Criteria, and if such change or increase causes performance issues in the Supported Software which are not the result of Errors inherent in the Software then, if Odessa and Customer agree that Odessa will provide Support Services for any such performance issues, Odessa may charge Customer for its services at its then current applicable rates, or Customer and Odessa may enter into a capacity planning project under a new statement of work to the Professional Services Agreement.

(d) Software Administration. Customer is responsible for performing normal administration of the Software as described in the applicable Documentation and in any training provided by or on behalf of Odessa, including: adding and deleting users, monitoring and cleaning up of “todo” items, adding and deleting customers, workflow maintenance, and running reports.

(e) Security. Customer is responsible for performing system and network administration including virus protection activities, and for designing, implementing, and managing security procedures and security infrastructure to ensure the security of the information and capabilities within the system on which Customer operates the Software.

2.10.2Project Customizations. Except to the extent specified in a statement of work to the Professional Services Agreement or in a Sales Order or Sales Order addendum (for example, if Customer is purchasing an enhanced support package that specifically includes such support), Odessa is not obligated to:

(a) provide Error resolution for any PSA Deliverables that do not qualify as Supported Software, nor to provide new or updated versions of Project Customizations or of Configurations; nor

(b) provide or ensure compatibility between any Software Releases and any version of any Project Customizations or Configurations.

Odessa may provide error resolution, upgrade and compatibility services for Project Customizations or Configurations if requested by Customer, but will do so under the Professional Services Agreement, and will charge Customer for its services at Odessa’s then standard rates.

2.11Modification of Support Services. Odessa may modify the nature and extent of the Support Services upon not less than thirty (30) days prior written notice to Customer; provided, however, that no modification will be effective without Customer’s prior written consent if it materially adversely affects Customer’s rights under this Support Exhibit.

Section 3. Termination; Reinstatement

3.1Termination.

3.1.1Termination of Sales Order. Support Services will terminate upon any termination or expiration of the License Term.

3.1.2Termination by Customer. Following expiration of any minimum term specified in the Sales Order, Customer may terminate the Support Services for all (but not some) of the Supported Software for convenience, at any time upon notice to Odessa.

3.1.3Termination by Odessa – Product Sunset. Following expiration of any minimum term specified in the Sales Order, Odessa may terminate the Support Services for any Supported Software on not less than one (1) year’s prior written notice to Customer, should Odessa determine in its sole discretion that it is no longer economically feasible for Odessa to provide such Support Services.

3.2Refunds. Odessa will refund any Support Services Fees prepaid by Customer for the unutilized portion of the then current Support Term if: (i) Customer terminated the Sales Order as a result of an uncured material breach by Odessa, in accordance with Section 8.4 (Termination For Cause) of the Master Agreement; (ii) if Odessa terminated the Sales Order in accordance with Section 7.2 (Odessa’s Mitigation Rights For Third Party Infringement Claims) of the Master Agreement; or (iii) if Odessa terminated the Support Services pursuant to Section 3.1.3 (Product Sunset) above. No refund will be payable, nor will Customer be entitled to relief from Support Services Fees payable with respect to any minimum Support Services subscription term, in any other circumstances. Odessa will pay Customer any applicable refund within thirty (30) days of such termination.

3.3Reinstatement. If Customer has cancelled any Support Services under a Sales Order, and Customer subsequently wants to reinstate Support Services, then Customer will pay Odessa a reinstatement fee equal to fifty percent (50%) of the Annual Support Fees last paid or payable by Customer, together with the Support Fees that would have been payable for the intervening period between cancellation of Support Services and reinstatement. The new Support Term will commence on the day that Odessa first recommences Support Services. Customer will pay Odessa the reinstatement fee and the Annual Support Fees for the new Support Term within thirty (30) days of receipt of Odessa’s invoice.

Support Program: Private Cloud Hosted SLA’s

Section 1. Defined Terms

Except as expressly defined in this Support Exhibit, capitalized terms will have the meaning ascribed to them in the Master Agreement. In addition, the following capitalized terms will have the following meanings:

“APIs” means the application programming interfaces provided by Odessa to Customer to enable interoperability or compatible data exchange between the Odessa Software and third party technology, including those specified as “APIs” in the License Schedule.

“Available” means that the System is capable of responding to incoming requests from Users to process and display compatible data using the Software, which requests have been properly transmitted over the Internet. “Availability” has the corresponding meaning.

“Core Software” means (i) the Odessa Software programs identified in the applicable License Schedule as “Odessa Programs”, (ii) to the extent specified as being subject to Support Services in the License Schedule, any APIs and Third Party Programs, and (iii) any PSA Deliverable that Odessa designates in writing as a “Core Software Deliverable”.

“Defect” means (i) a failure of the Supported Software to perform in all material respects in accordance with its applicable specifications set forth in the Documentation, or (ii) a failure of one or more components of the Odessa Environment technology to perform in all material respects in accordance with its applicable technical or functional specifications set forth in its formal user and administrator documentation.

“Downtime” means any period of time in which the System is not Available.

“Fix” means a modification or an addition to the Supported Software or its Documentation that overcomes a Defect when made or added to such Supported Software or Documentation. Odessa may provide a Workaround in lieu of a Fix in Odessa’s sole discretion, but will provide a Fix to Customer as specified in Section 3 below.

“Infrastructure Provider” means the service provider that provides data center or private cloud services to Odessa as part of the Environment, as specified in the applicable License Schedule.

“Maintenance Release” means a patch, or a new release of the Core Software with a change in the Z component of the Core Software’s X.Y.Z version number.

“Maintenance Window” means the period of time in which Odessa may suspend operation of some or all of the System, in order to perform maintenance on or install upgrades for the System.

“Monthly Subscription Fees” has the meaning ascribed to it in the applicable License Schedule.

“Odessa Standard Business Hours” means 8.00am to 5.00pm US Eastern time, and 9.30am to 6.00pm Indian standard time, Monday through Friday, excluding holidays observed by Odessa.

“PSA Deliverable” means any “Deliverable” (as defined in the Professional Services Agreement) finally provided by Odessa to Customer under the Professional Services Agreement.

“Qualifying Configuration” means any PSA Deliverable that is a configuration of a Qualifying Software Release or of a Qualifying Non-Core Software Deliverable.

“Qualifying Non-Core Software Deliverable” means any PSA Deliverable that (i) Odessa designates in writing as a “Non-Core Software Deliverable”, and (ii) is a customization of a Qualifying Software Release.

“Qualifying Software Release” means the Software Releases made generally available for commercial release by Odessa within the two year period immediately preceding the reported occurrence of a Defect.

“Infrastructure Provider Issue” means any Downtime that is caused by any software, products, facilities or services provided by Infrastructure Provider.

“Reaction Time” means, for purposes of this Exhibit, the time between Odessa’s receipt of a Defect notification from Customer which includes all appropriate information related to the Defect, and an Odessa support technician beginning work on resolution of the Defect.

“Response Time” means, for purposes of this Exhibit, the time between Odessa’s receipt of a Defect notification from Customer, and Odessa’s acknowledgement of receipt of the notification.

“Software Release” means any Core Software Upgrade, Update or Maintenance Release.

“Subscription Term” has the meaning ascribed to it in the applicable License Schedule.

“Supported Software” means Qualifying Software Releases, Qualifying Non-Core Deliverables, and Qualifying Configurations.

“System” means the Supported Software and the Odessa Environment Technology.

“Third Party Programs” has the meaning ascribed to it in the License Schedule.

“Update” means a new release of the Core Software with a change in the Y component of the Core Software’s X.Y.Z version number.

“Upgrade” means a new release of the Core Software with a change in the X component of the Core Software’s X.Y.Z version number.

“Workaround” means a set of procedures that Customer may follow to circumvent or mitigate the impact of a Defect, notwithstanding that the Defect still exists.

Section 2. Odessa’s Provision of Support Services

2.1Services.

2.1.1Maintenance. As between Customer and Odessa, but subject to Section 2.3 below, Odessa will be responsible for maintaining the System. Odessa will perform regular maintenance only during Maintenance Windows (“Scheduled Maintenance”). Odessa will use commercially reasonable efforts to restrict Maintenance Windows to weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday US Eastern Time. Odessa will notify Customer at least twenty four (24) hours in advance of any Scheduled Maintenance action by Odessa that Odessa believes may cause Downtime. Odessa may in addition perform unscheduled emergency maintenance for the security or performance of the System (“Emergency Maintenance”); Odessa will use commercially reasonable efforts to provide a Customer support contact with at least 30 minutes prior email or SMS notification of emergency maintenance that Odessa believes will cause Downtime.

2.1.2Backup. Odessa will perform periodic backups of compatible Customer Data stored on the System, as specified in this Section 2.1.2. Odessa will perform a daily incremental backup of Customer Data entered into the System since the last backup seven (7) days per week. Odessa will perform a full backup of Customer Data stored on the System at least once per week. Odessa will retain each full backup copy within the Odessa Environment Technology for fourteen (14) days, then transmit a digital copy to a geographically separate data center. If Customer requires individual document restoration due to Customer user error, then Odessa will provide assistance, as soon as reasonably practicable after receipt of Customer’s written request. Odessa will provide such assistance under a Statement of Work pursuant to the Professional Services Agreement, at the applicable rates then in effect between the parties or, if none, at Odessa’s then current rates.

2.2Technical Support. Odessa will provide Customer with telephone and email support regarding use of the Supported Software and resolution of Defects in accordance with Table A 1 below. Except as specified in Table A-1 below, Odessa provides such support during Odessa Standard Business Hours. Odessa will provide such support to up to two (2) named support contacts designated by Customer as a primary and backup administrator, who will (a) be knowledgeable in all material aspects of Customer's network and operating environment, (b) be sufficiently technically skilled to perform investigation and testing without significant support from Odessa, and (c) have completed and remain current with Odessa’s recommended training for support contacts for the Supported Software. Such support contacts will perform such problem investigation and testing of Defect resolutions as Odessa may reasonably request. Customer will ensure that its support contacts direct queries and notifications to Odessa’s designated telephone support numbers and email addresses. Customer will notify Odessa of its initial support contacts and their email addresses and mobile phone numbers promptly following the License Schedule Effective Date. Customer may change the contacts by written notice to Odessa. Customer may not contact Infrastructure Provider for Support Services.

2.3Environment Access and Responsibilities. Odessa’s and Customer’s access rights and respective responsibilities for non-production and production environments are addressed in the License Schedule.

Section 3. Defect Procedures

3.1Response.? Odessa will assign all Defects one of four response priorities, dependent upon the problems caused by the Defect. Odessa may re-assign prioritization levels assigned by Customer in Odessa’s trouble ticketing system, to reflect the problem descriptions below. The priorities will dictate the timing and nature of the response as specified in Table A 1 below. Priority categories are as follows:

3.1.1Severity Level 1 – System Unavailable; Software Down or Unusable: As a result of the occurrence of a Defect, the Supported Software is not Available; or a Defect stops the Supported Software from running, or so severely impacts production use of the Supported Software that Customer’s business operations are critically affected and Customer cannot reasonably continue work.

3.1.2Severity Level 2 – Performance Impaired - No Workaround; Software Functionality Disabled: As a result of the occurrence of a Defect, the Supported Software is Available but its performance is materially adversely affected, and no Workaround exists for the affected performance; or a Defect causes a major functional area of the Supported Software to be unavailable with no reasonable Workaround and there is a serious impact on Customer’s productivity, but production use of the Supported Software is continuing and Customer can reasonably continue work using the Supported Software.

3.1.3Severity Level 3 – Functionality Disabled - Workaround Available; Degraded Operations: As a result of the occurrence of a Defect, the Supported Software is Available but its performance is materially adversely affected, but a Workaround exists for the affected performance; or a Defect exists which causes a major functional area of the Supported Software to be unavailable or to function other than as specified in the applicable Documentation but a Workaround exists; or a Defect causes less significant functions of the Supported Software to be unavailable or to function other than as specified in the applicable Documentation, with no reasonable Workaround; or a Defect which causes performance slowdowns in the Supported Software, but where Customer can still reasonably continue to work using the Supported Software.

3.1.4Severity Level 4 – Minor Defect: A Defect which does not affect essential use of the Supported Software, but which represents a deviation from the applicable Documentation. Examples of such Defects include: screen formatting or placement; minor spelling errors; color Defects, and sorting Defects.

3.1.5Severity Level 5 - Information/Enhancement Request: Customer requests information, an enhancement, or documentation clarification regarding the Supported Software but there is no material adverse impact on the operation of the Supported Software.

Defect Coverage Response Time Reaction Time Resolution Procedures
Severity Level One Odessa Standard Business Hours 2 business hours 4 business hours If the Defect is caused by a problem in the Odessa Environment Technology, then Odessa will use commercially reasonable efforts to make the Software Available as quickly as reasonably possible. If the Defect is the result of a problem in the Supported Software, then Odessa will use commercially reasonable efforts to provide a Workaround or a Fix as soon as reasonably practicable, and will dedicate necessary resources (including development engineers or their equivalents) to resolve the Defect. If Odessa provides a Workaround, then Odessa will provide a Fix as soon as reasonably practicable in the circumstances.
Severity Level Two Odessa Standard Business Hours 4 business hours 6 business hours If the Defect is caused by a problem in the Odessa Environment Technology, then Odessa will use commercially reasonable efforts to restore functionality as soon as reasonably possible. If the Defect is the result of a problem in the Supported Software, then Odessa will use commercially reasonable efforts to provide a Workaround as soon as reasonably practicable in all the circumstances, and to include a Fix for the Defect in the next Maintenance Release.
Severity Level Three Odessa Standard Business Hours 8 business hours within 6 business dat If the Defect is caused by a problem in the Odessa Environment Technology, then Odessa will use commercially reasonable efforts to restore functionality as soon as reasonably practicable in all the circumstances. If the Defect is the result of a problem in the Supported Software, then Odessa will use commercially reasonable efforts to provide a Workaround as soon as reasonably practicable in all the circumstances, and to include a Fix for the Defect in the next Maintenance Release.
Severity Level Four Odessa Standard Business Hours Within 1 business hours Within 5 business hours If the Defect is caused by a problem in the Odessa Environment Technology, then Odessa will use commercially reasonable efforts to restore functionality as soon as reasonably practicable in all the circumstances. If the Defect is the result of a problem in the Supported Software, then Odessa will use commercially reasonable efforts to provide a Workaround as soon as reasonably practicable in all the circumstances, and to include a Fix for the Defect in the next Maintenance Release.
Severity Level Five Odessa Standard Business Hours Within 3 business hours Within 10 business hours Odessa will consider enhancement and Documentation modification requests.

3.2Defect Status. Odessa will provide Customer with online access to Odessa’s Defect ticketing system.

3.3Escalation Process. If Defect resolution times exceed the periods specified in the table below, then Odessa will follow the internal notification procedures specified in the table below, within Odessa Standard Business Hours.

Odessa Personnel Severity 1 Severity 2
Manager, Technical Support Immediate, on problem report/identification 4 hours
Sr. Director, Customer Services 2 hours 4 hours
Chief Operating Officer 4 hours As needed

3.4Customer Cooperation. Customer will promptly notify Odessa of Defects it encounters, and provide such information, data and other assistance as Odessa may reasonably request to resolve such Defects.

3.5Scope of Support and Software Release Services. Odessa will have no obligation to correct Defects or support queries arising from Customer's misuse or alteration of the System, maintenance of the System by anyone other than Odessa, Infrastructure Provider, or their authorized representatives, use of the System other than in accordance with the Documentation or the provisions of this Agreement, or Customer’s provision to Odessa of incompatible data, or incorrect configuration directions or other information. Odessa will have no obligation to correct Defects or support Software or PSA Deliverables except with respect to the Supported Software. Odessa will be obligated to comply with its response times and resolution commitments in this Agreement only with respect to Customer's production use of the System: if Odessa, in its sole discretion, elects to address Defects occurring in non-production use of the System, then Odessa will handle such Defects on a reasonable efforts basis. Except to the extent specified in a statement of work to the Professional Services Agreement or in a License Schedule or License Schedule addendum (for example, if Customer is purchasing an enhanced support package that specifically includes such support), Odessa is not obligated to (a) provide Defect resolution for any PSA Deliverables that do not qualify as Supported Software, nor to provide new or updated versions of Non-Core Software Deliverables (collectively and individually, “Excluded PSA Deliverables”); nor (b) provide or ensure compatibility between any Software Releases and any version of any Excluded PSA Deliverables. Odessa may provide error resolution, upgrade and compatibility services for Excluded PSA Deliverables if requested by Customer, but will do so under the Professional Services Agreement, and will charge Customer for its services at Odessa’s then standard rates or such other rates as may be agreed in writing between Odessa and Customer. Odessa is not required to configure any Software or PSA Deliverables as part of the Support Services.

Section 4. Service Levels

4.1Service Level Standards. During the Subscription Term, Odessa will maintain the following service levels for the System (collectively, the “Service Levels”), failing which it will pay the “Service Level Credits” described below:

4.1.1Availability Service Level. The average Availability of the System in each month of a rolling three (3) calendar month period will be at least those percentages specified in the “Availability Service Level” table set forth in the Subscription Schedule, excluding any system maintenance or Force Majeure Events (as defined below) that result in Downtime, as measured and monitored from Odessa’s facilities (the “Availability Service Level”).

4.1.2Determination of Availability. Availability will be calculated on a monthly basis using the following formula: (Actual Availability divided by Total Scheduled Availability) multiplied by 100. The following terms apply with respect to the calculation of Availability:

“Actual Availability” means Total Scheduled Availability minus Downtime, in minutes.

Downtime does not include any Downtime due to Scheduled Maintenance, Emergency Maintenance, or to any Defect arising out of a Force Majeure Event.

“Force Majeure Event” means any failure or delay caused by or the result of causes beyond the reasonable control of Odessa or its service providers that could not have been avoided or corrected through the exercise of reasonable diligence, including acts of God, fire, flood, hurricane or other natural catastrophe, internet access or related problems beyond the demarcation point of Infrastructure Provider’s facilities, denial of service attacks, terrorist actions, laws, orders, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military authority, national emergency, insurrection, riot or war, or other similar occurrence.

“Total Scheduled Availability” means 7 days per week, 24 hours per day.

4.2Reporting. During the Subscription Term, Odessa will, upon Customer’s request, provide monthly reports to Customer that include Odessa’s performance with respect to the Service Levels.

4.3Service Level Credits. If Odessa fails to meet any of the Service Levels, Customer will be eligible to request a credit calculated as follows (the “Service Level Credits”):

4.3.1SLA Penalty for Service Availability Service Level Failure. If Odessa fails to meet the Availability Service Level during any given month and Customer requests a Service Level Credit, then Odessa will provide Customer with a Service Level Credit equal to the percentage of the Monthly Subscription Fees for the month in which the service level failure occurred, corresponding to the System Availability Level specified in the “Availability Service Level Credits” table in the License Schedule. Each Service Level Credit will be paid by Odessa to Customer by way of a credit on the next invoice submitted by Odessa to Customer. If any credits are unutilized upon expiration or termination of the Subscription Term, than Odessa will apply such credits to any other Fees or expenses payable by Customer to Odessa. If there are no such other Fees or expenses, then Odessa will pay Customer the credit amount.

4.4.Limited Remedy. The rights to Service Level Credits are Customer's sole and exclusive remedy for any failure by Odessa related to the System. The maximum total credit for failure to meet the Service Levels for any given month will not exceed 15% of the Monthly Subscription Fees. Service Level Credits that would be available but for these limitation will not be carried forward to future months.

4.5Scope. The Service Level commitments will automatically abate to the extent that the System has been maintained, configured, damaged, abused, modified, or combined with other software or equipment (not designated by Odessa as compatible) by persons other than Odessa's authorized employees or representatives, or other than at Odessa's express direction. The Service Level commitments apply only to production use of the System, and do not apply to any non-production instances/environments of the System, such as staging and testing environments or instances. The Service Level commitments do not apply to any Defect caused by a Defect in any Third Party Programs (provided that Odessa will nonetheless remain obligated to resolve any such Defect resulting in Downtime as a Severity Level One Defect). Customer is not entitled to any Service Level Credit if it is in breach of the Agreement (including Customer’s payment obligations) at the time of the occurrence of the event giving rise to the credit. To receive a Service Level Credit, Customer must contact its Odessa account manager within ten (10) days of the occurrence of the event giving rise to the credit. The Service Levels and related credit rights are conditioned upon Customer’s permitting Infrastructure Provider to have full logical access to the configuration of the Odessa Environment.

Section 5. Upgrades

Odessa will make Software Releases available to Customer if and when they are made generally commercially available by Odessa to Odessa's customers. Odessa will install Software Releases and upgrade the Software when determined by Odessa in its discretion, but after reasonable consultation with Customer. Odessa will use commercially reasonable efforts to perform such installations and upgrades during Maintenance Windows. Odessa may provide Customer with a Maintenance Fix if Customer is experiencing, or in Odessa's sole discretion may experience a Severity Level One or Two situation. Software Releases will constitute "Software" for purposes of the Master Agreement. Odessa will be solely responsible for determining whether derivative works of or improvements to the Software constitute a Software Release or new software programs not covered by the applicable License Schedule or Support Services.

Section 6. APIs and Third Party Programs

6.1Support Obligations Applicable to APIs and Third Party Programs. The following provisions apply only if Customer is acquiring APIs or Third Party Programs from Odessa, and only to the extent the License Schedule specifies that Odessa will provide Support Services for the APIs or the Third Party Programs.

6.1.1Support, Defect Resolution and Upgrades. Odessa will provide technical support and Defect resolution services for the APIs and general release versions of Third Party Programs as part of the Support Services and also will provide, to the extent and subject to the limitations specified below, Software Releases for the APIs and Third Party Programs.

6.1.2Odessa Upgrade Compatibility. Odessa will design general release Software Releases of the Odessa Programs to maintain compatibility with APIs and Third Party Programs that qualify as Core Software, at no additional charge to Customer. With respect to APIs and Third Party Programs that do not qualify as Core Software, Odessa will charge Customer at Odessa’s then standard rates for developing such compatibility.

6.1.3Third Party Product Compatibility. If the suppliers of Core Software Third Party Programs or the products or services with which Core Software APIs are designed to interoperate modify such programs, products or services, then Odessa will provide compatibility between the Odessa Programs and the applicable APIs and general release versions of Third Party Programs. Odessa will charge Customer at Odessa’s then standard rates for developing such compatibility for any APIs or Third Party Programs that do not qualify as Core Software. Customer acknowledges that Odessa requires reasonable advance notice in order to modify and test APIs and Software Releases that are designed to interoperate with new versions of Third Party Programs in order to maintain compatibility, and that Odessa will have no responsibility for any incompatibilities between the APIs or Software Releases and the third party products or services or new versions of Third Party Programs and consequent Defects unless and until Odessa has made its modifications available for general release.

6.1.4Dependence on Third Party Licensors. Odessa does not have access to the source code of, nor rights to modify the Third Party Programs. The Parties each acknowledge that Odessa’s ability to resolve Defects in, and provide new releases of Third Party Programs is dependent upon the applicable Third Party Program supplier. Odessa will nonetheless be solely responsible for monitoring and enforcing the Third Party Program supplier’s support and maintenance obligations under the applicable supply agreement between them.

Section 7. Modification of Support Services

Odessa may modify the nature and extent of the Support Services upon not less than thirty (30) days prior written notice to Customer; provided, however, that no modification will be effective without Customer’s prior written consent if it materially adversely affects Customer’s rights under this Support Exhibit.

Source Code Escrow

1.1Escrow Arrangement. Odessa and Odessa’s escrow agent, NCC Group Escrow Associates, LLC (“Escrow Agent”) are parties to a Multi Licensee Deposit Account Software Escrow Agreement, dated as of August 28, 2015, between Escrow Agent and Odessa (“Escrow Agreement”), a copy of which is published on the Site. During any period in which Customer is a current, paid-up subscriber to Support Services, Customer may obtain rights under the Escrow Agreement by executing a “Registration Agreement” with Escrow Agent under the Escrow Agreement, substantially in the form attached as Appendix 2 to the Escrow Agreement. Odessa will execute the Registration Agreement following receipt of notice from Customer to that effect. Customer will compensate Escrow Agent for Escrow Agent’s services under the Escrow Agreement as specified in the Registration Agreement (including costs of its registration and all other subsequent periodic fees attributable to Customer’s registration).

“Source Code” means human-readable computer programming code corresponding to the Software (except to the extent of any third party programs distributed by Odessa for which Odessa does not have rights to distribute source code), together with a description of third party software and product documentation used by Odessa to install and compile the Software, and database schema.

1.2Source Code Deposit. If Customer executes and delivers a Registration Agreement under the Escrow Agreement, then Odessa will deposit a copy of the Source Code with the Escrow Agent within 120 days of the later to occur of the date on which (a) Odessa first delivers an executable version of the Software to Customer, or (b) Customer executes and delivers the Registration Agreement to Odessa and the Escrow Agent. Throughout the term of each Registration Agreement, so long as Customer is a current, paid-up subscriber to Support Services, Odessa will keep the Source Code deposited at the Escrow Agent complete and current by delivering an update or replacement copy of the Source Code to the Escrow Agent within 12 months of the last deposit, and in any event within 60 days of delivery of a final version of a “Significant Upgrade” of the executable version of the Software to Customer. For these purposes, “Significant Upgrade” means a version of the Software with a change in the y component of the Software’s x.y.z version number, or any other version that Odessa and Customer agree in writing should be treated as a Significant Upgrade for purposes of this Agreement.

1.3Source Code Release. The “Release Events” for purposes of the Registration Agreement under the Escrow Agreement (pursuant to which the Escrow Agent will release and deliver the Source Code to Customer) are the occurrence of any one of the following circumstances during any period in which Customer is a current, paid-up subscriber to Support Services with Odessa and remains a party to an effective Registration Agreement.

1.3.1 Odessa (i) files a voluntary petition in bankruptcy, (ii) makes a general assignment for the benefit of its creditors, (iii) suffers or permits the appointment of a trustee or receiver for its business assets, (iv) becomes subject to any proceeding under any bankruptcy or insolvency law which is either consented to by Odessa or is not dismissed within sixty (60) days, (v) initiates actions to wind up or liquidate its business voluntarily or otherwise, or (vi) ceases doing business in the ordinary course.

1.3.2 Odessa refuses or becomes unable to provide Support Services to Customer at any time during which Customer is a current, paid-up subscriber to Support Services.

1.4Source Code License. If Source Code is delivered to Customer (either directly by Odessa or by the Escrow Agent in fulfillment of its obligations under the Escrow Agreement), then Odessa hereby grants to Customer for the applicable License Term a non-exclusive, non-transferable (except pursuant to Section 12.11) license, without right to sub-license, to (i) reproduce the Source Code for the version of the Software then in use by Customer and to distribute such copies within Customer, solely to extent necessary for Customer to exercise its support and modification rights under this Source Code license, (ii) modify such Source Code, solely to the extent necessary: to correct Errors; to enable compliance with changes in applicable law; and to enable interoperation with changes in Customer’s network environment; but not to create independent software programs from any portions of such Source Code; and (iii) to compile such Source Code and any proper modifications thereof into executable files, and run such executable files to the extent permitted for Software under this Agreement. Source Code is and will remain Confidential Information of Odessa. Customer will treat the source code with the same degree of care and security as it treats its own commercially valuable source code, and at least a reasonable standard of care. THE SOURCE CODE WILL BE PROVIDED TO CUSTOMER ON AN AS IS BASIS, WITHOUT ANY OBLIGATION TO PROVIDE SUPPORT OR MAINTENANCE SERVICES, AND ODESSA EXPRESSLY DISCLAIMS ALL AND ANY IMPLIED WARRANTIES RELATING TO THE SOURCE CODE.

Information Security Policy

When you browse our website, you do so anonymously, unless you have previously registered with us. We do collect IP (Internet Protocol) addresses of computers for the purpose of maintaining and improving site quality and integrity.

Third Party Limitations: Qlik Terms

Customer agrees that the following terms apply to Customer with respect to its License and use of the LeaseWave Analytics Software product:

1. Customer acknowledges that the Software contains or incorporates proprietary software owned by QlikTech Inc (“Qlik”). and its affiliates (“Qlik Products”). Customer is expressly prohibited from using the Qlik Products in any way other than integrated with the data structures of the LeaseWave Software, except as expressly agreed in Section 3 below. Qlik Products are the technology of “Qlik®”. Qlik Products contain license management software and require license keys for their use.

2. Customer has no license or any other right to the Qlik Products on an independent or standalone basis, and may under no circumstances whatsoever use the Qlik Products independently or separated from the LeaseWave Software. Qlik and its affiliates are third party beneficiaries of this Agreement and may enforce the applicable terms and conditions of this Agreement, solely insofar as they relate to the protection and enforcement of Qlik’s intellectual property rights in the Qlik Products.

3. Customer may use the Qlik Products to connect with third party data sources (each a “Third Party Data Source”) provided that: (i) all data from such Third Party Data Sources is relevant to the purpose of the LeaseWave Software; and (ii) data from such Third Party Data Sources does not exceed twenty percent (20%) of the total data pulled into the LeaseWave Software. By way of example and not exclusion, relevant Third Party Data Sources include data from a Customer’s CRM or GL solutions.

4. Customer may not terminate its subscription to Support Services with respect to the Qlik Products unless Customer completely ceases use of the LeaseWave Analytics Software product, and then only if Customer provides not less than 90 days’ notice to Odessa prior to expiration of its then current Support Term or Subscription Term, as applicable. No partial termination of Support Services for the Qlik Products is permitted.

5. Customer agrees to (i) comply with all applicable local, state, national and foreign laws and regulations in connection with Customer’s use of the Qlik Products, including those related to data privacy, copyright, export control and the transmission of technical or personal data; and (ii) use reasonable security precautions for providing access to the Qlik Products by its employees or other individuals to whom Customer provides access and to prevent unauthorized access to use of the Qlik Products. Customer is responsible for all data it introduces into the Qlik Products, including adequate protection and backup, and none of Odessa, Qlik or their respective affiliates shall have any obligation or liability with respect thereto.

6. Individual software components, each of which has its own copyright and its own applicable license conditions (“Third Party Materials”) may be distributed, embedded, or bundled with the Qlik Products. Such Third Party Materials are separately licensed by their copyright holder. No representations, warranties or other commitments of any kind are made regarding such Third Party Materials if used or accessed independently from the LeaseWave Software.

7. Customer shall ensure that (i) any copy of the Qlik Product is produced only in accordance with the terms of the this Agreement and for the Customer’s own benefit, (ii) any such copy is clearly marked subject to copyright and confidentiality restrictions, and (iii) a written list is maintained of the number of copies and place of storage. Customer shall discontinue use and destroy or return all copies of the Qlik Products upon termination of this Agreement.

8. Odessa may terminate Customer’s rights to use the Qlik Products if Odessa’s rights to sub-license, distribute or otherwise make the Qlik products available terminate. Any such termination will be effective on expiration of the period for which Customer has most recently paid fees with respect to its License of the Qlik Products.

9. If Customer engages a Third Party Hosting Provider to host the Software on Customer’s behalf, Customer shall be responsible for such Third Party Hosting Provider’s compliance with these terms. Further, such Third Party Hosting Provider shall be restricted to hosting the Software only on Customer’s behalf and may not use the Software for any other purpose. “Third Party Hosting Provider” means an independent, nationally or regionally recognized provider of hosting services operated in accordance with industry best practices, provided that the Third Party Hosting Provider agrees to be bound by such restrictions and, if the Third Party Hosting Provider is a Qlik Competitor such Third Party Hosting Provider agrees not to access the Software running on equipment located in its facilities unless prior written consent is obtained from Qlik to allow such access. “Qlik Competitor” means a provider of business intelligence solutions and software that directly competes with the Qlik Products incorporated into the Software. At any time during the Subscription Term of the Agreement, Customer may request in writing that Qlik determine whether a technology provider would be determined to be a competitor of Qlik. Qlik shall respond in writing to such request within ten (10) business days of receipt of said request, specifying whether or not the technology provider would be considered a Qlik Competitor and the reasons therefor, in all events acting reasonably and in good faith.

10. Qlik is under no obligation to provide support, training or education services to Customer for the Qlik Product as integrated with the LeaseWave Software.

11. Odessa may provide Customer’s name, address, individual Customer contact names and information to Qlik, for use by Qlik for its due diligence purposes, such as ensuring its compliance with OFAC, FCPA and other applicable laws.

12. Customer shall indemnify, defend and hold Qlik and Odessa harmless from any and all damages and reasonable and verifiable costs and expenses (including reasonable attorneys’ fees) to the extent incurred by Qlik or Odessa as a result of any third party claim to the extent based on any allegation that any modification or alteration to a Qlik Product or any combination of the Partner Solution and a Qlik Product, made by Customer, infringes any patent, copyright, or trademark, or misappropriates any trade secret of a third party, except to the extent any such infringement or misappropriation arises solely on account of an unmodified Qlik Product.