Platform9 ISV Terms
These Independent Software Vendor (“ISV”) Terms and any exhibits attached hereto are legally binding between Platform9 Systems, Inc. and the ISV entity identified on the order form which references these ISV Terms (“Order Form”). The Order Form, these ISV Terms and any attached exhibits collectively are referred to as the “Agreement”, which is effective as of the Effective Date set forth on the Order Form.
1. DEFINITIONS.
A. “Platform9 Products” means the English language version of Platform9’s proprietary software products, as are more fully described in the Order Form.
B. “ISV Products” means ISV’s software product(s) specified in the Order Form.
C. “Combined Product” means the Platform9 Product(s) packaged in combination with one or more ISV Products, which combination must add significant and primary value beyond the Platform9 Products themselves.
D. “Distributor” means a third party appointed by ISV to distribute Combined Products directly to Resellers or End Users, subject to the terms and conditions imposed by this Agreement.
E. “Documentation” means Platform9’s technical manuals or other documentation relating to end use of a Platform9 Product.
F. “Reseller” means a third party appointed by ISV or a Distributor to distribute Combined Products directly to End Users, subject to the terms and conditions imposed by this Agreement.
G. “End User” means a third party sublicensed by ISV, a Distributor, or a Reseller to use a Combined Product for the End User’s customary internal business purposes, and not for redistribution.
H. “Territory” will be worldwide.
2. LICENSE GRANTS AND LIMITATIONS
A. Grant. Subject to the terms and conditions of this Agreement, Platform9 grants to ISV a non-exclusive, non-transferable, non-assignable, limited license throughout the Territory (i) to copy and use the Platform9 Products in ISV’s internal development process; (ii) to copy the Platform9 Product(s) and package them in combination with one or more ISV Products as a Combined Product, (iii) to market and distribute the Platform9 Product(s) as contained in such Combined Product to End Users.
B. Appointment of Distributors and Resellers. Platform9 grants to ISV the right to appoint Distributors and Resellers to market and distribute Combined Products to End Users. Distributors will have the additional right to appoint Resellers. Each Distributor or Reseller appointed by ISV, and each Reseller appointed by a Distributor, must enter into a written license agreement with ISV or the appointing Distributor that provides substantially similar protection of Platform9’s title, rights and defenses as this Agreement. ISV will use its best efforts to ensure that Distributors, Resellers and End Users comply with the terms of their respective agreements, and will notify Platform9 of any violation. Upon Platform9’s request, ISV will supply Platform9 with a copy of any agreement referenced above.
C. Limitations. All rights not expressly granted herein are reserved by Platform9 and/or its suppliers. Without limiting the generality of the preceding sentence, ISV receives no rights and agrees: (i) not to modify, port, translate, localize, or create derivative works of the Platform9 Products, (ii) not to decompile, disassemble or otherwise reverse engineer the Platform9 Products, (iii) not to distribute a Combined Product except under an enforceable end user license agreement that contains substantially the terms set forth in Platform9’s Terms of Use Subscription Agreement located at https://platform9.com/termsandconditions.html (“Terms of Use”), (iv) not to use the Platform9 Products for ISV’s internal productive purposes, (v) not to copy, market or distribute the Platform9 Products except as part of a Combined Product, (vi) not to copy or sublicense the Platform9 Products on a stand-alone basis or for use with any software other than the ISV Products and (vii) not to distribute any Combined Product outside the Territory or when it is reasonably foreseeable that it will be transported outside the Territory. Each Distributor and Reseller must explicitly agree to the above limitations, with the additional limitation that Distributors and Resellers may not copy the Platform9 Products or Combined Product, but must market and distribute unaltered Combined Products received from ISV.
3. PAYMENT AND OTHER OBLIGATIONS
A. License Fee(s) and/or Prepaid Royalty Fee(s). ISV agrees to pay to Platform9 the License Fees and/or Prepaid Royalty Fees as set forth in the Order Form. All License Fee(s) and Prepaid Royalty Fee(s) are noncancellable and nonrefundable regardless of the number of copies of the Platform9 Products, if any, that are used or distributed by ISV.
B. Quarterly Reports. ISV agrees to make a quarterly report describing each ISV shipment of one or more copies of any Combined Product in any calendar quarter, within fifteen (15) days after the end of each such calendar quarter, and fifteen (15) days after termination or expiration of this Agreement for the final full or partial quarter. Each report will include the name and address of the Distributor, Reseller or End User to which the Combined Product(s) were shipped, the shipment date, the name of the Combined Product, the hardware and operating system, the number of licenses required based on license type, the Platform9 list price, the quantity and the quantity list price, followed by a computation of the Royalty due to Platform9 under Section 3(d). Each such report will be in substantially the form of Exhibit A, and will be signed by a duly authorized representative of ISV. ISV will submit quarterly reports even if no Royalty or other amounts are due for such quarter.
C. Royalty. ISV agrees to report and pay to Platform9 a quarterly Royalty as part of the quarterly report described in Section 3(c) above. The amount of the Royalty will be computed based upon the number of copies of the Combined Product distributed by ISV, multiplied by Platform9’s list price in effect at the time of distribution for the Platform9 Product packaged in combination with such Combined Product, less any applicable discount set forth in the Order Form. The Royalty is not to be paid on maintenance upgrades of existing copies to existing customers. ISV will may pay a non-refundable Prepaid Royalty Fee to Platform9 as described in the Order Form. Any existing Prepaid Royalty Fee balance may be credited by ISV against the Royalty due. All payments will be in U.S. dollars.
D. Taxes. ISV will pay or reimburse all federal, state and local taxes (exclusive of taxes on Platform9’s net income), duties and assessments arising on or measured by amounts payable to Platform9 under this Agreement, or furnish Platform9 with evidence acceptable to the taxing authority to sustain an exemption therefrom.
E. Records; Audits. ISV agrees to keep all usual and proper records and books of account and all usual and proper entries relating to each transaction involving any Combined Product. Platform9 may cause an audit and/or inspection to be made of the applicable ISV records and facilities in order to verify statements issued by ISV and ISV’s compliance with the terms of this Agreement. Within 30 days of notice by Platform9 to ISV of any error or omission disclosed by such audit, ISV will make prompt adjustment and reimbursement to Platform9 of such error or omission. Any audit and/or inspection will be conducted during regular business hours at ISV’s facilities, with five (5) days notice. ISV agrees to provide Platform9’s designated audit or inspection team access to the relevant ISV records and facilities. Any such audit will be paid for by Platform9, unless the audit discloses that ISV’s underpayment under this Agreement exceeds five percent (5%) of the amount owed, in which case ISV will bear the cost of the audit. ISV will impose a similar audit requirement upon each Distributor or Reseller, and upon request by Platform9 will cause an audit to be conducted. Platform9 may disclose the results of any audit conducted under this section to its suppliers.
F. Forecasts. On or before the beginning of each quarter, ISV agrees to provide Platform9 with a rolling one quarter revenue forecast and a rolling two quarter prospect forecast indicating ISV’s intended distribution of the Platform9 Products during each quarter of such period as well as such other information as Platform9 may reasonably request in the format specified by Platform9 from time to time.
G. Training. Platform9 will offer technical training to ISV personnel at Platform9 standard rates. ISV will bear its own personnel’s travel and accommodations expenses to attend. Any additional training by Platform9 will be made available to ISV by mutual agreement.
H. Support Obligations. ISV will be responsible for providing adequate support and maintenance of the Combined Product to its Distributors and Resellers, and ISV and its Distributors and Resellers will be responsible for providing adequate support and maintenance of the Combined Products to End Users. Platform9 will provide ISV with Premium Support, as described in Exhibit B. Platform9 will not be required to provide support or maintenance directly to ISV’s Distributors, Resellers or End Users, unless they contract for such support directly to Platform9 with Platform9’s written consent.
4. PROPRIETARY RIGHTS
Except as expressly provided for in Section 2 of this Agreement, Platform9 and/or its suppliers retain any and all right, title and interest in and to the Platform9 Products, and any and all translations, updates, modifications, improvements, enhancements, or derivative works thereof. Platform9 in addition shall own all right, title and interest, including all intellectual property rights in and to all inventions, improvements, works of authorship and other work product of any kind that Platform9 or its subcontractors may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with this Agreement, whether or not described in an Order Form or statement of work (“Work Product”). Subject to the terms and conditions of this Agreement, Platform9 grants to ISV a non-exclusive, non-transferable, non-assignable, limited license throughout the Territory to use any Work Product contained in the deliverables specified in the Order Form or statement of work, in conjunction with ISV’s use of the Platform9 Products under the license set forth in Section 2 (License Grants and Limitations) above.
This Agreement grants no additional express or implied license, right or interest in any copyright, patent, trade secret, trademark, invention or other intellectual property right of Platform9. ISV receives no rights to and will not sell, assign, lease, market, transfer, encumber or suffer to exist any lien or security interest on any Platform9 Product, nor will ISV take any action that would cause any Platform9 Product to be placed in the public domain or to be subject to any open source, freeware or similar license. ISV will not remove, or allow to be removed, any Platform9 copyright, trade secret or other proprietary rights notice from any Platform9 Product. ISV will not make any warranties with respect to any Platform9 Product beyond those made to ISV by Platform9 under this Agreement.
5. CONFIDENTIAL INFORMATION
A. Definition. Confidential information will include all confidential and proprietary information of either party or any third party disclosed by one party to the other, which in the case of written information is marked “confidential” or “proprietary”, and which in the case of information disclosed orally, is identified at the time of the disclosure as confidential or proprietary (“Confidential Information”). All oral disclosures of Confidential Information will be summarized and confirmed as confidential or proprietary by the disclosing party in writing within ten (10) business days of the disclosure. ISV is hereby notified that the Platform9 Products source code supplied under this Agreement, if any, is Confidential Information of Platform9.
B. General Nondisclosure Obligations. Each party must hold the other party’s Confidential Information in confidence, and use the same degree of care (but not less than reasonable care) to safeguard such Confidential Information as the party uses to protect its own Confidential Information. Each party agrees that it has obtained or will obtain a written agreement with each employee or contractor having access to any such Confidential Information, under which the employee or contractor acknowledges the importance of protecting the Confidential Information to which such individual may have access and agrees to protect and not disclose the Confidential Information. Confidential Information may only be used for exercising rights and fulfilling obligations under this Agreement.
C. Exceptions to Nondisclosure Obligations. The obligations of this Section 5 do not apply to information which was in the recipient’s rightful possession without an obligation of confidentiality before receipt from the disclosing party, or is or becomes a matter of public knowledge through no fault of the recipient, or is rightfully received by the recipient from a third party without a duty of confidentiality, or is independently developed by the recipient without reliance on the Confidential Information, or is disclosed under operation of law, or is disclosed by the disclosing party to third parties habitually without restriction on subsequent disclosure. Either party may disclose the name of the other party and the existence of this Agreement, but not its terms, without the consent of the other party.
6. INDEMNIFICATION
A. Platform9’s Obligations. Platform9 will defend, indemnify and hold harmless ISV against any claim that the use of the Platform9 Products under the terms of this Agreement infringes any United States copyright, patent, trademark or other similar intellectual property right of any third party. Platform9 will have no obligation hereunder for any claim of infringement based on (i) the use of a superseded or altered release of the Platform9 Products if such infringement would have been avoided by the use of a current, unaltered release of the Platform9 Products, (ii) the combination or use of the Platform9 Products with software, hardware or other materials not furnished by Platform9 if such infringement would have been avoided by the use of Platform9 Products alone, (iii) the use of the Platform9 Products other than as permitted under this Agreement or (iv) Open Source Components, as defined in Section 6.b below. In the event that the Platform9 Products are held or are believed by Platform9 to infringe, Platform9 shall have the option, at its expense, to: (i) modify the Platform9 Products to be noninfringing; (ii) obtain for ISV a license to continue using the Platform9 Products, or (iii) terminate this Agreement as to the infringing Platform9 Products and refund to ISV the fees paid under this Agreement for such infringing Platform9 Products. The foregoing states Platform9’s entire liability and ISV’s exclusive remedies for infringement of intellectual property rights of any kind.
B. Open Source Components. The Platform9 Product(s) contain some components subject to open source software, freeware, shareware, or similar licensing or distribution models (“Open Source Components”). Without limiting the generality of the foregoing, Platform9’s warranty and indemnity obligations under this Agreement do not apply to Open Source Components.
C. ISV’s Obligations. ISV agrees to indemnify, defend and hold Platform9 harmless from any claims, loss, liability, judgment, damages and any other expense of any kind arising out of (i) any breach by ISV or its representatives or agents of any of its warranties or representations set forth in this Agreement or with respect to the Platform9 Products; (ii) the acts or omissions of ISV, its representatives and agents in distributing, promoting and/or marketing the Platform9 Products; and/or (iii) any claim that the ISV Products, or any combination, use, or operation of the Products with the ISV Products, or any other products not provided by Platform9, infringes any third party right, including without limitation any Intellectual Property Right.
D. Conditions of Indemnity. The foregoing indemnities are conditioned on prompt written notice of any claim, action or demand for which indemnity is claimed; complete control of the defense and settlement thereof by the indemnifying party, and cooperation of the other party in such defense.
7. WARRANTY
A. Platform9 Products. Platform9 warrants to ISV that for a period of ninety (90) days from initial delivery to ISV, the Platform9 Products will function substantially in accordance with their Documentation. The above warranties do not apply to any Platform9 Product that has been modified or altered by anybody party other than Platform9 or, in the case of a Platform9 Product, that has been reproduced by anybody but Platform9, or for any defects caused by any use of any Product in a manner for which it was not designed, or by the negligence of anybody other than Platform9. Platform9 warrants the Platform9 Products to End Users pursuant to the terms and conditions of the Terms of Use.
B. NO OTHER WARRANTIES. EXCEPT AS SET FORTH ABOVE, THE PLATFORM9 PRODUCTS AND THE ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED “AS IS” WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND. PLATFORM9 FURTHER DISCLAIMS ALL IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PLATFORM9 DOES NOT WARRANT THAT THE PLATFORM9 PRODUCTS WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM9 PRODUCTS AND ACCOMPANYING WRITTEN MATERIALS REMAINS WITH ISV AND ITS LICENSEES.
The Platform9 Products are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, Platform9 specifically disclaims any express or implied warranty of fitness for such purposes.
C. Rights, Power and Authority. Each party warrants to the other party that it has all necessary rights, power and authority to enter into this Agreement and to grant the rights granted by such party under this Agreement.
8. LIMITATION OF LIABILITY
IN NO EVENT WILL PLATFORM9 BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR PERFORMANCE OF THE PLATFORM9 PRODUCTS, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS OR BUSINESS INTERRUPTION, BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, EVEN IF PLATFORM9 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, PLATFORM9’S CUMULATIVE LIABILITY WILL NOT EXCEED THE AMOUNT THAT PLATFORM9 HAS RECEIVED FROM ISV AS OF THE DATE THE CAUSE OF ACTION ARISES OR SHOULD REASONABLY HAVE BEEN DISCOVERED.
9. TERM AND TERMINATION
A. Term. The term of this Agreement will begin on the Effective Date and will end one (1) year following such Effective Date, unless terminated earlier in accordance with the provisions hereof. It will thereafter be automatically renewed for successive one (1) year terms, subject to the discount schedule and terms and conditions in effect for the successive term, unless either party elects to terminate this Agreement by providing written notice of such termination to the other party at least sixty (60) days prior to the expiration date of the current term.
B. Termination for Breach. Either party may terminate this Agreement by written notice to the other party if the other party fails to perform or observe any of its obligations under this Agreement and such failure is not cured within thirty (30) days after written notice thereof from the terminating party.
C. Bankruptcy. Either party may terminate this Agreement immediately by written notice to the other party if there occurs any assignment of the other party’s assets for the benefit of creditors, any dissolution of the other party, any voluntary act of bankruptcy by the other party, or any involuntary filing under any bankruptcy law against the other party which is not dismissed within thirty (30) days of filing.
D. Effect. Upon expiration or termination of this Agreement for any reason:
(i) All licenses and other rights granted to ISV under this Agreement will become null and void, except: (a) for the End User licenses for any Combined Product previously distributed by ISV, or (b) for the limited license to ISV to use the Platform9 Products for the sole purpose of fulfilling any pre-existing contractual obligations for maintenance and support services of the Combined Product to its End Users.
(ii) ISV and its Distributors and Resellers will surrender all copies of the Platform9 Products in their possession or control, or, at Platform9’s option, they will destroy and provide Platform9 with a certificate signed by an executive officer attesting to the destruction of all copies of the Platform9 Products remaining in their possession or control.
(iii) Upon termination of this Agreement, all outstanding obligations or commitments of either party to pay amounts to the other party, if any, will become immediately due and payable.
(iv) Upon termination of this Agreement, neither party will have any right to receive any compensation, reimbursement or other amounts from the other party solely as a result of such termination, and neither party will have any right whatsoever in or to the other party’s software or any copyrighted materials, patents, trade secrets, or other proprietary rights relating to the other party’s software, other than as provided for in this Section 9.
(v) Upon termination of this Agreement, either party can pursue its remedies under this Agreement, whether at law or in equity, including without limitation suing for damages and injunctive relief, and all other remedies available under copyright, patent, trademark, trade secret, and other applicable laws and administrative regulations.
(vi) Notwithstanding the foregoing, in the event of expiration or termination except in the case of an uncured material breach by ISV of Section 3 (PAYMENT AND OTHER OBLIGATIONS), Section 4 (PROPRIETARY RIGHTS), or Section 5 (CONFIDENTIAL INFORMATION), Platform9 agrees to permit ISV a period of three (3) months (“Removal Period”) from the date of termination to re-engineer its products to remove the Platform9 Product(s) from such products. Until the earlier of (i) the expiration of the Removal Period or (ii) the date ISV has removed the Platform9 Product(s) from its products, all licenses granted under this Agreement will remain in effect, subject to payment under Section 3.
10. GENERAL
A. Governing Law, Complete Agreement; Modifications. This Agreement is governed by the laws of the State of California and ISV further consents to jurisdiction by the state and federal courts sitting in Santa Clara County, California. This Agreement and the accompanying exhibits and attachment(s) is the complete agreement between Platform9 and ISV regarding the Platform9 Products and supersedes any prior agreements between Platform9 and ISV relating to the subject matter hereof. This Agreement will not be modified except by a properly executed written agreement. Any terms and conditions of any purchase order or other instrument issued by ISV in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement will be of no force or effect.
B. Attorneys’ Fees. If either Platform9 or ISV employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees.
C. Survival. All provisions, except for Section 2, will survive termination of this Agreement for any reason.
D. Assignment and Binding Effect. ISV may not assign this Agreement or the license granted hereunder and any attempt to do so will be void. ISV agrees that this Agreement binds ISV and each of its employees, agents, representatives and persons associated with it and them.
E. Notices. Any notice required to be sent to a party under this Agreement will be in writing, effective on receipt by that party, and will be sent by fax, first-class mail or personal delivery to the Address for Notice given for that party below. Either party may change its notice address by giving written notice to the other party at the other party’s notice address.
F. Waiver and Severability. The waiver of one breach or default under this Agreement will not constitute the waiver of any subsequent breach or default. Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will continue in full force and effect.
G. Independent Contractors. The parties will at all times be independent contractors and will so represent themselves to all third parties. Neither party has granted to the other the right to bind it in any manner whatsoever and nothing herein will be deemed to constitute either party the agent or legal representative of the other nor to constitute the parties as joint venturers.
H. Excusable Delays. Neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency and shortage of materials.
I. Export. ISV acknowledges that the exportation of the Platform9 Product(s), Documentation, and related technical data is subject to compliance with export laws including without limitation the United States Bureau of Industry and Security’s Export Administration Regulations and the regulations of any other United States government agency, or those of any other country in the Territory, which restrict exports, re-exports and release of the Platform9 Products, Documentation, and related technical data. ISV agrees to commit no act which, directly or indirectly, would violate any law, regulation or treaty, or any other international treaty or agreement, relating to the export, re-export or release of any of the products or associated technical data, and ISV further agrees to impose such a requirement on its Distributors and Resellers. The foregoing does not, and shall not be construed, to imply any rights on the part of ISV outside the Territory.
J. Government Use. The Platform9 Products and Documentation provided under this Agreement are “commercial items”, “commercial computer software”, and “commercial computer software documentation” as such terms are as defined in FAR 2.101 and DFARS 252.227-7014(a)(1). The Platform9 Products are provided to any government only subject to the terms and conditions of this Agreement and such additional terms as are agreed by the parties in a properly executed writing and that are consistent with (a) the policies set forth in 48 C.F.R. 12.212 (for civilian agencies); or (b) the policies set forth in 48 C.F.R. 227.7202-1 and 22.7202-3 (for units of the Department of Defense).
K. Injunctive Relief. In the event of a breach of this Agreement, money or damages will not be an adequate remedy, and therefore, in addition to any other legal or equitable remedies, either party will be entitled to seek an injunction or other equitable relief against such breach.
IN WITNESS WHEREOF, Platform9 and ISV have caused this Agreement to be entered into by their duly authorized representatives as of the Effective Date written below:
Effective Date of this Agreement: _________________.
CSPI Inc.
Name of Entity: _____________________
By: _____________________
Name (Print): _____________________
Title: _____________________
Address for Notice:
Name:
Attn:
CSPI, Inc.
43 Manning Rd
Billerica, MA 01821
Phone:
Platform9 Systems, Inc.
By: _____________________
Name (Print): _____________________
Title: _____________________
Address for Notice:
Name:
Attn:
Platform9 Systems, Inc.
350 Altair Way
Sunnyvale, CA 94086
Phone:
EXHIBIT A
QUARTERLY ROYALTY REPORT
Quarter ending ____________________, 201__
| Distributor, Reseller, or End User Name and Address | Cust. Type* | Date | Name of Combined Product | Hardware & OS | Platform9 Product | Platform9 Royalty | QTY | QTY Royalty |
|---|---|---|---|---|---|---|---|---|
| Example, John Doe, Inc. 1 Woodlawn Drive Anaheim, CA 98765 | U | 8/15/17 | CSPi SDS | PMK | $4,000 | 3 | $12,000 | |
*Customer Type: D = Distributor; R = Reseller; U = End User
ISV Name: _____________________
By: _____________________
Name: _____________________
Title: _____________________
Date: _____________________
Phone: _____________________
Include a check for any Royalties that exceed the current Prepaid Royalty Fee balance.
Total of QTY List Prices: 1) _____________________
Less ISV Discount (see Order Form): 2) _____________________
Current Royalty Due: 3) _____________________
Previous Cumulative Royalties (line 5 from last quarter): 4) _____________________
Current Cumulative Royalties (line 3 plus line 4): 5) _____________________
Beginning Prepaid Balance (line 8 from last quarter): 6) _____________________
Prepay to Apply to Royalty: 7) _____________________
Ending Prepaid Balance (line 6 less line 7): _____________________
Net Royalty Due (line 3 less line 7): 9) _____________________
EXHIBIT B
LEVEL SUPPORT TERMS
Any capitalized terms set forth in these Level Support Terms that are not defined below shall have the meaning assigned to them in the ISV Agreement and such definitions shall be included in these Level Support Terms.
“Error” means a reproducible failure of the Product to perform in substantial conformity with its Documentation, if any.
“ISV Authorized Support Contact” – ISV will identify a qualified support engineer with an adequate training as required under the ISV Agreement.
“Workaround” means a set of procedures to mitigate an Error and allow the Software to substantially achieve the functionality set forth in the Documentation, if any.
ISV’s Obligations
Platform9 and ISV will work together to provide support for the System that ISV resells to End Users. ISV shall provide “L1” and “L2” support to End Users on issues, problems, and questions related to the Software. Platform9 will provide L3 support to ISV with respect to problems reported to ISV by End Users who have purchased maintenance and support for the Platform9 Product.
Once a support request is transferred to Platform9 for L3 support, ISV will continue to maintain ownership of all End User communications. This will help minimize confusion on the End User side. On occasion, should an issue require Platform9 to directly interface with the End User, ISV is responsible for setting up a three-way communication between the End User, ISV, and Platform9. In such an event, ISV shall continue to be the main point of contact for the End User and maintain ownership of the support request.
Before any service request is made to Platform9, ISV will provide L1 and L2 support for all technical support requests to attempt to identify the cause of a given problem. Expectations for Level support are defined below. If during the course of the L2 support process, a technical problem is isolated that is related to the Product, then ISV’s Authorized Support Contact shall notify Platform9 Technical Support as set out below. Only the ISV Authorized Support Contact whose name, department, location, e-mail address and phone number have been provided to Platform9 by email shall be permitted to contact Platform9 Technical Support.
Level Descriptions
The following section describes in detail the guidelines for L1, L2 and L3 support.
L1 End User Support
- Receiving the support request from the End User (via the web, phone or email)
- Validating the End User as an authorized caller
- Collecting relevant technical problem identification information
- Assigning a severity level to the call
- Filtering non-technical problems from real technical issues
- Validating that the technical root cause of the problem is with the Platform9 Product
- Establishing and maintaining End User communications
- Providing general product and subscription information
- Escalating the case to L2 as necessary
L2 Technical Product Support
- Performing basic research and triage
- Problem isolation and product defect determination
- Establishing and maintaining ISV support communications
- Debugging issues
- Lab modeling
- Action plan definition
- Escalating the case to Platform9 L3 as necessary
- Creating a case in the Platform9 case management system documenting the problem
L3 Technical Product Support
- Validation of Platform9 Product defect
- Action plan definition
- Fix software bugs or generate Workaround
- Troubleshoot bugs, cases and issues that L2 support is unable to bring to resolution
- Escalate case to engineering for bug fix
- Coordinate software patches with ISV authorized L2 support contact
Updated: April 24, 2017