Technical Support Agreement

ENTERPRISE BOT TECHNICAL SUPPORT AGREEMENT

Technical Support Agreement

Version 1.0 — Effective 21 June 2019

This Enterprise Bot Technical Support Agreement (“TSA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the Enterprise General Terms of Use located at https://enterprisebot.ai/legal/terms) in place between Customer and Enterprise Bot (“Agreement”). In the event of any conflict between this TSA and the Agreement, this TSA shall prevail to the extent of any inconsistency. Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

Enterprise Bot may amend this TSA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s system administrator of the Services being sufficient). Such amendment will be deemed accepted and become effective as per the effective date stated in the amended TSA (the “Proposed Amendment Date”) unless Customer rejects the amendment in writing (an email to legal@enterprisebot.com being sufficient) within 30 days after receiving the notice from Enterprise Bot. In the event of such rejection, this TSA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the Platform following the effective date of an amendment will confirm Customer’s consent thereto. This TSA may not be amended in any other way except through a written agreement by authorized representatives of each party.

1. Definitions

1.1 “Downtime" means any period during which the Customer is unable to access the Services, as measured at the Enterprise Bot network by industry standard tools, due to an Issue which prevents the majority of Customer Users from accessing the Services, expressly excluding (i) Scheduled Downtime, and (ii) any unavailability caused by circumstances beyond Enterprise Bot’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Enterprise Bot employees), Internet service provider failure or delay, Non-Enterprise Bot Application, or denial of service attack.

1.2 “Issue” means a single, reproducible issue or problem affecting the functionality of the Services for Customer.

1.3 “Scheduled Downtime” means a scheduled time period in which the Services is unavailable for use. Enterprise Bot will give advance electronic notice of Scheduled Downtime.

1.4 “Support Services” means telephone, email or web-based assistance in the resolution of Issues reported by Customer to Enterprise Bot. Available Support Services are:

  • “Standard Services” which is included the Customer’s purchase of the Services;
  • “Silver Services” which is purchased by the Customer and identified under the applicable Order Form; or
  • “Gold Services” which are purchased by the Customer and identified under the applicable Order Form.
    • Third party hardware or software;
    • Use of the Services in violation of the terms of the Agreement; or
    • Use of the Services other than in accordance with any Documentation or the express instructions of Enterprise Bot.

2. Support Services

2.1 During the term of the Order Form, Enterprise Bot will provide to Customer the applicable Support Services. If Customer has not purchased Silver Services or Gold Services, then Standard Services will be provided. Support Services do not include: (a) physical installation or removal of the Enterprise Bot Software and any Documentation; (b) visits to Customer’s site; (c) any professional services associated with the Services, including, without limitation, any custom development, data modeling, code review and application architecture/infrastructure design; (d) training; or (e) the set-up, configuration and use of the Services.

2.2 Enterprise Bot's obligations do not extend to any ongoing test or training instances of the Services provided to Customer, or Downtime, Issues or errors that are caused by:

3. Response Times

3.1 Standard Services Response Times

For Customers with Standard Services, Enterprise Bot will use commercially reasonable efforts to meet the following target response times during the hours/days, as outlined below.

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3.2 Silver Services Response Times

For Customers who have purchased Silver Services, Enterprise Bot will respond in accordance with the response times below. If Enterprise Bot fails to meet the response times, Customer may be entitled to a Response Time Credit as outlined below.

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3.3 Gold Services Response Times

For Customers who have purchased Gold Services, Enterprise Bot will respond in accordance with the response times below. If Enterprise Bot fails to meet the response times, Customer may be entitled to a Response Time Credit as outlined below.

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3.4 Description of Severity Levels

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4. Silver Services and Gold Services Response Times Credits

4.1 For Customers who have purchased Silver Services or Gold Services, if Enterprise Bot fails to meet the response times associated with Silver Services or Gold Services, Customer may be entitled to a response time credit as outlined below (“Response Time Credit”).

4.2 Response Time Credits: Customer will be eligible to receive a Response Time Credit, provided that:

(1) Customer has purchased Silver Services or Gold Services;

(2) Customer has opened a support ticket for an Issue; and

(3) Enterprise Bot fails to meet the response times for Level 1 and Level 2 support tickets three (3) times during the given calendar month (collectively, a “Response Credit Event”).

In the event that Customer incurs a Response Credit Event, Customer will receive a Response Time Credit of fifteen (15%) percent of the fees paid by Customer for the applicable Silver Service or Gold Service for the month the Response Credit Event occurred. The Response Time Credit will be calculated on a straight-line, pro-rated basis with respect to any fees paid in advance. Notwithstanding anything to the contrary, in no event will the total amount of Response Time Credits exceed 50% of the applicable Silver Services or Gold Services fees paid by Customer for the corresponding month. For clarity, for the purpose of calculating Response Time Credits, calendar months are calculated based on Central European Time Zone.

The Response Time Credit is Customer's sole and exclusive remedy for any failure by Enterprise Bot to meet any response time performance obligations pertaining to the Services as set out in this TSA. Customer is not eligible to receive Response Time Credits during any period of time when payments owed are past due.

For Customer Order Forms placed through Enterprise Bot, Response Time Credits will be issued by Enterprise Bot, as determined in its sole discretion, either by applying to future billing cycle(s) or as a refund against annual fees earlier paid. For Customer Order Forms placed through a Reseller, Response Time Credits, if any, will be issued as provided in the applicable agreement between Customer and Reseller.