Common use of Response Levels Clause in Contracts

Response Levels. Response Level Description -------------- ------------------------------------------------------------ 1st Level Telephone acknowledgment of receipt of report of an error or problem. 2nd Level Patch or work around (Program or manual), or temporary release or update release, which allows the user to continue to use all functions in the Products in all material respects. Final Level Official fix, update or release. PROBLEM RESOLUTION Upon receipt from the distributor of a report of an error or problem, Sagent shall take prompt corrective action to remedy the reported error or problem as follows within the following time periods. Classification 1st Level Final Level -------------- --------- ----------- Severity 1 under 1 hour Worked on continuously with best efforts to provide an official fix or workaround within 48 hours. Severity 2 under 2 hours Permanent correction in next scheduled release, unless otherwise agreed. Severity 3 within 2 hours Permanent correction when the particular program in next modified, unless otherwise agreed. Distributor Maintenance Services will also include: Maintenance Releases, in which Supplier will provide copyrighted in-line releases and workarounds as available; Upgrades, in which Supplier will provide new product releases (signified by a change in the version number) as substitutes for covered Products; and other generally available Technical Materials. Note that Maintenance Releases and Upgrades, where applicable, may not be used to increase the total number of copies of the Products. After upgrade or maintenance this agreement will only apply to the upgraded or maintained versions of a Products; Distributor agrees to destroy or archive (but not use or transfer) the prior version. Except as otherwise stated in this Agreement, Product upgrades to new platforms are generally not available free of charge. Supplier warrants that it will undertake all reasonable efforts to provide technical assistance under this Agreement and to rectify or provide solutions to problems where the Products does not function as described in the Products documentation, but Supplier does not guarantee that all problems will be solved or that any item will be error-free. Supplier will provide Distributor with substantially the same level of service throughout each annual Maintenance Term of this Agreement. Supplier may from time to time, 94 however, discontinue Products or versions, and stop supporting Products or versions within a reasonable time after discontinuance, or otherwise discontinue any support services. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR PROMISES TO DISTRIBUTOR OR ANY THIRD PARTY, EXPRESS OR IMPLIED, RELATED TO THE SOFTWARE OR ANY SERVICES SUPPLIER MAY PROVIDE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY STATUTE, LAW OR TRADE DEALING OR USAGE. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL MATERIALS AND SERVICES ARE PROVIDED "AS IS." The Products, Upgrades, Maintenance Releases, and Technical Materials are Supplier's copyrighted property, and may not be copied, distributed, or transferred, or otherwise used except as Supplier has expressly permitted in this Agreement or otherwise in writing. 95 EXHIBIT J SAGENT'S MAINTENANCE AND TECHNICAL SUPPORT GUIDELINES AND AGREEMENTS 96 Sagent Technology Professional Support One Year Agreement SAGENT TECHNOLOGY ("WE") WILL PROVIDE YOU THE PROFESSIONAL SUPPORT SERVICES LISTED BELOW, FOR THE SOFTWARE AND PERSONS INDICATED. Available Support Services will include telephone support, in which we will answer technical questions from designated persons about the installation and use of covered Software products; Maintenance Releases, in which we will provide our copyrighted in-line releases and workarounds as available (we will not undertake individual fixes for you); Upgrades, in which we will provide new product releases (signified by a change in the version number) as substitutes for covered Software; and other generally available Technical Materials. Note that Maintenance Releases and Upgrades, where applicable, may not be used to increase the total number of copies of the Software. After upgrades or maintenance this agreement will only apply to the upgraded or maintained versions of a Software product; you agree to destroy or archive (but not use or transfer) the prior version. YOU WILL PAY US THE APPLICABLE SUPPORT FEES. Support Fees must be prepaid, unless you have established credit terms with us. WE MAY CHANGE OUR AVAILABLE PRODUCT SUPPORT SERVICES FROM TIME TO TIME. We will undertake 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 we do not guarantee that all problems will be solved or that any item will be error-free. We will provide you with substantially the same level of service throughout the term of this Agreement. We may from time to time, however, discontinue Software products or versions, and stop supporting Software products or versions 1 year after discontinuance, or otherwise discontinue any support services. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR PROMISES TO YOU OR ANY THIRD PARTY, EXPRESS OR IMPLIED, RELATED TO THE SOFTWARE OR ANY SERVICES WE MAY PROVIDE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY STATUTE, LAW OR TRADE DEALING OR USAGE. EXCEPT AS PROVIDED ABOVE, ALL MATERIALS AND SERVICES ARE PROVIDED "AS IS." We are not liable for incidental, special or consequential damages for any reason (including loss of data or other business or property damage), even if foreseeable. Our liability in all events for any damages, howsoever caused, will not exceed the applicable fees that you have paid us. THIS PROFESSIONAL SUPPORT AGREEMENT WILL BE EFFECTIVE FOR ONE YEAR. You and we may extend or terminate this agreement as provided below. At the end of any one-year term, you may renew this agreement with our consent under the terms of the Professional Support Agreement then in effect by paying the Support Fees in effect at that time. Either you or we may terminate this agreement for material breach, including nonpayment, at any time; in the absence of material breach by Sagent, Support Fees are not refundable. This is the full and final agreement between you and us, and supersedes any promises, representations or agreements relating to the subject of this agreement. This agreement may only be changed if you and our authorized representative do so in writing. No inconsistent, additional, or preprinted terms on your purchase order or other business form will apply. You may not assign this agreement without our written consent. Any unauthorized assignment terminates this agreement automatically. The Software, Upgrades, Maintenance Releases, and Technical Materials are our copyrighted property, and may not be copied, distributed, or transferred, or otherwise used except as we have expressly permitted in the relevant license agreement (the terms of which are incorporated into this agreement by reference) or otherwise in writing.