This ZMDM Software Support Agreement (the “Agreement”) sets forth the terms and conditions under which Cambrian Lab, Inc. (“Cambrian Lab”) is willing to provide support services to licensees (“Customers”) of ZMDM. Customer hereby agrees that the following terms and conditions shall solely govern the support services provided by Cambrian Lab. This agreement is effective as of September 2, 2020.
Support
During the Support Term, and subject to payment of the ZMDM annual software subscription and the terms of this Agreement, Cambrian Lab shall provide one or more of the following support services
- Customer Contact(s) will have access to the ZMDM Support Portal
- Customers will have access to all ZMDM product documentation via the support portal as well as ZMDM website
- Customer contacts will be able to create support requests using the ZMDM Support Portal allowing customers to describe the issue so that ZMDM support personnel are able to: (a) determine if a problem Customer is encountering is attributable to an Issue and (b) to assist in resolving Issues reported by Customer that occur during normal usage of the Software
- Cambrian Lab will provide updates to ZMDM on a regular basis. Customers have to the option to upgrade their instances using the update service that is embedded into the software
- Cambrian Lab will make available to Customer those patches which have been published and made generally available
- Cambrian Lab will make reasonable commercial efforts to remedy issues in ZMDM software reported by the customer. Such remedy may consist of corrections to the software, patches, or communication of a workaround that gives the Customer the ability to achieve substantially the same capability as would be available without the error, as determined by Cambrian Lab.
- Customer contacts will have access to live telephone or chat support for resolution of certain non-technical requests. Requests that qualify for live support hereunder will be determined by Cambrian Lab at its sole discretion.
Support Request Categorization Based on Severity
Support requests are categorized according to a severity or business impact scale. Cambrian Lab support efforts are prioritized based on the business impact of the issue.
Level 1
ZMDM production instance is down or major malfunction resulting in its inoperative condition. Users are unable to reasonably perform their normal functions. The use of specific ZMDM capability is considered mission-critical and the situation is considered an emergency.
Level 2
Critical loss of ZMDM functionality or performance resulting in a high number of users unable to perform their normal functions. Major feature/product failure; inconvenient workaround or no workaround exists. The program is usable but severely limited.
Level 3
Moderate loss of ZMDM functionality or performance resulting in multiple users impacted in their normal functions. Minor feature/product failure, a convenient workaround exists/minor performance degradation/not impacting production.
Level 4
Minor loss of ZMDM functionality, product feature requests, how-to questions. The issue consists of “how-to” questions including issues related to one or multiple capabilities and integration, installation and configuration inquiries, enhancement requests, or documentation questions.
Support Response
The following table defines the initial support response time for support requests based on the severity level as defined in the Support Request Categorization based on Severity.
Resolution Targets
Cambrian Lab will use commercially reasonable efforts to provide a resolution to the support request. Customer understands and accepts that although Cambrian Lab will use commercially reasonable efforts to meet the Resolution Target, such targets are estimates only and not a guaranty of correction by such date. A resolution to the support request shall be one or more of the following: (a) a satisfactory answer to a question is provided; (b) a satisfactory workaround is provided; (c) an answer, fix, or workaround is made available by Cambrian Lab; and/or (d) a fix is incorporated into a future release(s). Cambrian Lab reserves the right to reclassify a reported support request in accordance with the Support Request Categories based on Severity. Response Time shall not commence until Customer has provided Cambrian Lab with sufficient information regarding the Support Request to permit Cambrian Lab to begin diagnosing the support request and related issue.
Limitations on Support
- Business Hours: Cambrian Lab will provide regular support during the normal business of Cambrian Lab support center (or person) that is closest to the Customer location, Monday to Friday, from 8:00 AM to 8:00 EST (Eastern Standard Time). Emergency support requests can be routed via support phone line during other times of the day.
- Language: Support will be provided in English language only
Customer Responsibilities
- Notice via Service Request and Assistance: Customers shall notify Cambrian Lab of problems with ZMDM using the customer service portal or the support line. Customer will provide all relevant information known to Customer, and as requested by Cambrian Lab, as well as sufficient support and test time on Customer’s ZMDM instance to determine if a problem is attributable to an Error and, if applicable, to correct any Errors and determine if an Error has been corrected. Such problem notice must contain sufficient information Cambrian Lab to reproduce the problem. Thereafter, Customer will keep Cambrian Lab notified of any additions or changes to such information, including any modifications (regardless of whether the modification is made by Customer, a third party or Cambrian Lab), and will provide access to the system on which ZFlow in installed and running. Customer shall promptly respond to Cambrian Lab requests for additional information or assistance.
- Contact: Customer must designate at least one named contact person (“Customer Contact”) for each instance of ZMDM that is licensed from Cambrian Lab. Only Customer Contacts shall be authorized to submit problem reports via ZMDM Customer Support Portal and receive Updates, Patches, Upgrades, Workarounds, correspondence and other communications, as applicable, concerning the Software. Customer will notify Cambrian Lab, using an appropriate medium of communication that assures the veracity of the request, of any change in the Customer Contact.
Confidential Information
In the event either party obtains access to the Confidential Information (defined below) of the other party in the course of performing this Agreement, the party obtaining such information shall maintain the confidentiality of such information in the same manner it maintains the confidentiality of its own similar Confidential Information, but in no event with less than reasonable care. “Confidential Information” of either party means any information disclosed on written during the Support Term that is marked “confidential” or with a similar legend at the time of disclosure to the receiving party. Notwithstanding the foregoing, all Updates, Patches, Upgrades, Workarounds and any software that may be provided by Cambrian Lab pursuant to this Agreement shall be deemed Confidential Information without regard to whether such items are marked “confidential” or with a similar legend. Confidential information shall not include any information that is (a) published or otherwise available to the public other than by breach of this Agreement; (b) rightfully received by the receiving party from a third party without confidentiality limitations; (c) independently developed by the receiving party without reference to the Confidential Information; (d) known to the receiving party prior to its first receipt of such information from the disclosing party; or (e) hereinafter disclosed by the disclosing party to a third party without restriction on disclosure. If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements beyond the reasonable control of the receiving party, the receiving party shall promptly notify the disclosing party of the order or request and permit the disclosing party (at its own expense) to seek an appropriate protective order.
Term
Cambrian Lab shall provide ZMDM support as described in this Agreement as long as ZMDM software license (EULA) or subscription is valid.