PROLIN Service Level Agreement for Technical Support
Effective Date: 13 May 2011
1. OVERVIEW
This Service Level Agreement (“SLA”) is part of your service contract with PROLIN. Unless
otherwise stated, this Service Level Agreement applies to technical support for all PROLIN
Software product lines and PROLIN Services. PROLIN refers to the legal PROLIN entity
between you and PROLIN. "you" and "your" refers to the individual or entity that is entitled
to technical support from PROLIN or an authorized PROLIN reseller (“VAR”) after having
purchased PROLIN Software or PROLIN Services. To receive technical support as provided
by PROLIN Support Services and described in the Technical Support Levels section below,
all software must be properly licensed. Technical support is provided for issues (including
incidents and service calls you create) that are demonstrable in the currently supported
release(s) of PROLIN licensed software, running unaltered, and on a certified hardware,
database and operating system configuration, as specified in your order or software
documentation.
Product release and supported platforms information for all PROLIN Software is available
through PROLIN’s customer support systems via the relevant and authenticated sections
on www.PROLIN.com. PROLIN will provide technical support in accordance with industry
recognized privacy policies.
These technical support policies are subject to change at PROLIN's discretion. However
PROLIN policy changes will not result in a material reduction in the level of the services
provided for supported software during the support period for which technical support fees
have been paid.
2. SUPPORT TERMS
2.1 Support Period
PROLIN Technical Support is effective upon the effective date of your service contract with
PROLIN unless stated otherwise in there. Unless otherwise stated in your service contract,
PROLIN technical support terms, including pricing, reflect a support period (the "support
period") equal to the period mentioned in your service contract for PROLIN Software. All
technical support services for a support period and the related fees are non-cancelable and
non-refundable. PROLIN is not obligated to provide technical support beyond the end of the
support period.
2.2 License Set
A license set consists of all of your licenses of PROLIN Software, including any options as
specified on PROLIN’s price list. Development and demonstration licenses are not included
in the definition of a license set.
2.3 License Termination
When acquiring technical support, all licenses in any given license set are supported
under the same technical support service level. You will be required to document license
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terminations via a termination letter.
2.4 Unsupported software
Customers with unsupported software are not entitled to download or receive updates,
maintenance releases, patches, telephone assistance, or any other technical support
services for unsupported software. Software purchased or downloaded for trial use, use with
other supported software, or purchased or downloaded as replacement media may not be
used to update any unsupported software.
2.5 Technical Contacts
Your technical contacts are the sole liaisons between you and PROLIN for technical support
of software. Your technical contacts must have, at a minimum, initial basic product training
and, as needed, supplemental training appropriate for specific role or implementation
phase, specialized product usage, and/or migration. Your technical contacts must be
knowledgeable about the PROLIN software and your PROLIN environment in order to
help resolve system issues and to assist PROLIN in analyzing and resolving service
requests. When submitting a service request, your technical contact must have a baseline
understanding of the problem you are encountering and an ability to reproduce the problem
in order to assist PROLIN in diagnosing and triaging the problem. To avoid interruptions in
support services, you must notify PROLIN Technical Support whenever technical contact
responsibilities are transferred to another individual.
After the purchase of PROLIN Software, you may designate one (1) primary and two (2)
backup individuals ("technical contacts") per license set, to serve as liaisons with PROLIN
Technical Support. Your primary technical contact shall be responsible for (i) overseeing
your service request activity, and (ii) developing and deploying troubleshooting processes
within your organization. The backup technical contacts shall be responsible for resolving
user issues. You may be charged a fee to designate additional technical contacts.
PROLIN may review service requests logged by your technical contacts, and may
recommend specific training to help avoid service requests that would be prevented by such
training.
2.6 Software Updates
"Update" means a subsequent release of the software which PROLIN generally makes
available for software licenses to its supported customers at no additional license fee
provided you have ordered a technical support offering that includes software updates for
such licenses for the relevant time period. Updates do not include any release, option or
future software that PROLIN licenses separately. Updates are provided when available as
determined by PROLIN. Any updates will be made available to you for download. You shall
be responsible for downloading and installing the updates.
2.7 Right to Desupport
It may become necessary as a part of PROLIN's product life-cycle to desupport certain
software releases and, therefore, PROLIN reserves that right. Desupport information,
including desupport dates, information about availability of support, and information about
migration paths for certain features, is posted on www.PROLIN.com. Desupport information
is subject to change.
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2.8 First and Second Line Support
You are required to establish and maintain the organization and processes to provide “First
Line Support” for the supported software directly to your users. First Line Support shall
include but not be limited to (i) a direct response to users with respect to inquiries concerning
the performance, functionality or operation of the supported software, (ii) a direct response
to users with respect to incidents or problems with the supported software, (iii) a diagnosis
of incidents or problems of the supported software, and (iv) a resolution of incidents or
problems of the supported software.
If after reasonable commercial efforts you are unable to diagnose or resolve problems or
issues of the supported software, you may contact PROLIN for “Second Line Support”. You
shall use reasonable efforts to provide PROLIN with the necessary access (e.g., access to
log files, or database extracts) required to provide Second Line Support. PROLIN does not
warrant its performance of the technical support described herein if you do not provide such
access at PROLIN’s request.
Second Line Support shall consist of (i) a diagnosis of problems or issues of the supported
software and (ii) reasonable commercial efforts to resolve reported and verifiable errors
in supported software so that such supported software perform in all material respects as
described in the associated documentation. PROLIN may review service requests logged by
your technical contacts, and may require you to upgrade your software to a newer version,
and may recommend specific organization and process changes to assist you with the
above recommended standard practices.
2.9 Third Party Vendor-Specific Support Terms
You must remain on a supported environment – including applications and platforms – to
receive technical support. If a vendor retires support for its product, you may be required
to upgrade to a current certified and supported application, hardware platform, framework,
database, and/or operating system configuration to continue receiving technical support
services from PROLIN. This clause does not apply to HP Service Desk.
2.10 Technical Support Fees
Technical support fees are part of your service fees for PROLIN Software and due and
payable in advance of a support period, unless otherwise stated in the relevant service
contract with PROLIN or a PROLIN VAR. Your commitment to pay is required to process
your technical support order with PROLIN (e.g., purchase order, actual payment, or
other approved method of payment). An invoice will be issued only upon receipt of your
commitment to pay, and will be sent to a single billing address that you designate. Failure to
submit payment will result in the termination of support.
Technical support fees cover support services as described in this document. Other services
such as, but not limited to, onsite support, training and consultancy are bound to a separate
agreement between you and (a partner of) PROLIN
2.11 Reinstatement of PROLIN Technical Support
In the event that technical support lapses, upon the commencement of technical support
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a reinstatement fee will be assessed. The reinstatement fee is equal to 150% of the lastpublished
list technical support price for the licensed software. Once the reinstatement fee
has been assessed, technical support for the year following the reinstatement period may
be purchased for an additional technical support fee (“go-forward support fee”) based on the
last-published list technical support price.
2.12 Warranties, Disclaimers, and Exclusive Remedies
PROLIN warrants that technical support services will be provided in a professional manner
consistent with industry standards. You must notify PROLIN of any technical support
services warranty deficiencies within 90 days from performance of the defective technical
support services.
FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY, AND
PROLIN’S ENTIRE LIABILITY, SHALL BE THE RE-PERFORMANCE OF THE DEFICIENT
TECHNICAL SUPPORT SERVICES, OR IF PROLIN CANNOT SUBSTANTIALLY
CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END
THE RELEVANT TECHNICAL SUPPORT SERVICES AND RECOVER THE FEES PAID TO
PROLIN FOR THE DEFICIENT TECHNICAL SUPPORT SERVICES.
TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND
THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS,
INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE,
DATA, OR DATA USE. PROLIN’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING
OUT OF OR RELATED TO YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR
OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID PROLIN
UNDER YOUR ORDER, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF
TECHNICAL SUPPORT SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES
YOU PAID PROLIN FOR THE DEFICIENT TECHNICAL SUPPORT SERVICES GIVING
RISE TO THE LIABILITY.
Nondisclosure
By virtue of your order, the parties may have access to information that is confidential to
one another (“confidential information”). We each agree to disclose only information that is
required for the performance of obligations under your order. Confidential information shall
be limited to the terms and pricing under your order and all information clearly identified as
confidential at the time of disclosure.
A party’s confidential information shall not include information that: (a) is or becomes a
part of the public domain through no act or omission of the other party; (b) was in the other
party’s lawful possession prior to the disclosure and had not been obtained by the other
party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other
party by a third party without restriction on the disclosure; or (d) is independently developed
by the other party.
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We each agree to hold each other’s confidential information in confidence for a period
of three years from the date of disclosure. Also, we each agree to disclose confidential
information only to those employees or agents who are required to protect it against
unauthorized disclosure. Nothing shall prevent either party from disclosing the terms or
pricing under your order in any legal proceeding arising from or in connection with your order
or disclosing the confidential information to a federal or state governmental entity as required
by law.
3. PRIORITY DEFINITIONS
Service requests for supported PROLIN Software may be submitted by you online through
PROLIN’s customer support systems, by email, or by telephone. The service request priority
level is selected by you and PROLIN and is a function of impact and urgency. It should be
based on the following definitions:
Priority 1
Your production use of the supported software is stopped or so severely impacted that you
cannot reasonably continue work. You experience a complete loss of service. The operation
is mission critical to the business and the situation is an emergency. A Priority 1 service
request has one or more of the following characteristics:
• Data corrupted
• A critical documented function is not available
• System hangs indefinitely, causing unacceptable or indefinite delays for resources or
response
• System crashes, and crashes repeatedly after restart attempts
For all supported PROLIN software reasonable efforts will be made to respond to Priority 1
service requests within one (1) hour.
3.1 Our commitment to Priority 1 Service Requests for all supported PROLIN software
PROLIN Technical Support will work 24x5 until the issue is resolved or as long as useful
progress can be made. You must provide PROLIN Technical Support with a contact during
this 24x5 period, either on site or remote, to assist with data gathering, testing, and applying
fixes. You are requested to propose this priority classification with great care, so that valid
Priority 1 situations obtain the necessary resource allocation from PROLIN.
Priority 2
You experience a severe loss of service with either high impact or urgency. Important
features are unavailable with no acceptable workaround; however, operations can continue
in a restricted fashion.
Priority 3
You experience a minor loss of service. The impact is an inconvenience, which may require
a workaround to restore functionality.
Priority 4
You request information, an enhancement, or documentation clarification regarding your
software but there is no impact on the operation of the software. You experience no loss of
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service. The result does not impede the operation of a system.
4. CUSTOMER SUPPORT TOOLS
PROLIN may make available software tools (such as tools to assist in the collection and
transmission of configuration data) and web-based tools (such as tools that enable PROLIN,
with your consent, to access your computer system) to aid in the resolution of service
requests. Such tools may be used only in connection with supported software licenses, and
use of the tools will be subject to any additional license and other terms provided with the
tools. The use of PROLIN support tools is limited to your designated technical contacts.
5. PROLIN TECHNICAL SUPPORT LEVELS
5.1 Opening Hours
Except for Priority 1, PROLIN Technical Support is available during local business hours,
Monday through Friday 9:00 A.M. to 6:00 P.M., excluding national holidays.
5.2 Elements of Support for supported software
PROLIN support entitles you to:
• software updates, fixes, security alerts, and critical patch updates
• Upgrade scripts
• Major product and technology releases, which includes general maintenance releases,
selected functionality releases, and documentation updates
• Access web conference sessions featuring PROLIN product technology experts
• Access the online PROLIN knowledge base
• Access to PROLIN technical support staff
• Assistance with service requests
• 24x5 support for Priority 1 service requests
• Access to PROLIN customer support systems, including the ability to log service requests
online
• Prioritization of service requests
• Time-based internal escalations for Priority 1 and Priority 2 service requests
• Quarterly service reviews
5.3 Service Request Response Guidelines
Reasonable efforts will be made to respond to your service requests per the following
guidelines:
90% of Priority 1 service requests within 1 hour (available 24x5)
90% of Priority 2 service requests within 2 local business hours
90% of Priority 3 service requests within the next local business day
90% of Priority 4 service requests within the next local business week
5.4 Service Delivery Manager (SDM)
The SDM will serve as your designated point of contact for Priority 1 service requests. The
role of the SDM is to provide assistance in managing critical service requests as follows:
● Defining your service request priorities
● Coordinating a virtual team of PROLIN Technical Support delivery contributors,
including your customer contact(s), to aid in the resolution of critical service requests,
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● Defining responsibilities, outstanding actions and the related action plan for resolving
critical service requests,
● Monitoring the virtual team activity and escalating critical service requests within
PROLIN Technical Support and/or to your management as necessary,
● Organizing communication between team members as necessary
● Communicating the status of your critical service requests to your customer
contact(s) and senior management.
5.5 Security
PROLIN is deeply committed to the security of its technical support services. In providing
technical support services, PROLIN will adhere to industry recognized security practices.
6. CONTACT INFORMATION
Contact information can be found on PROLIN’s website at http://www.prolin.com
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