MASTER SUBSCRIPTION AGREEMENT

Last Updated April 27, 2022

This Master Subscription Agreement (“Agreement”) is the main agreement between Platform9 Systems, Inc. (“Platform9”) and the end customer and user of Platform9’s Products (“Customer”). If Customer registers for a free trial or Proof of Concept (POC), then this Agreement will also govern the free trial or POC.

By accepting this Agreement, either by clicking a box indicating its acceptance or by executing an Order Form (as defined below) that references this Agreement, or by using the Products, Customer agrees to the terms of this Agreement. If Customer and Platform9 have executed a written agreement governing Customer’s access to and use of the Products (as defined below), then the terms of such signed agreement will govern and will supersede this Agreement.

This Agreement is effective as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses any of the Products (“Effective Date”). Platform9 reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification and (ii) Customer’s continued use of the Products.

Platform9 and Customer hereby agree as follows.

EXHIBIT A
SERVICE LEVEL AGREEMENT

  1. Definitions. For purposes of this Service Level Agreement, the following terms have the meaning ascribed to each term below:
    Downtime” means if Customer is unable to access the Products by means of a web browser and/or API as a result of failure(s) in the Products software or architecture, as confirmed by Platform9.

    Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

    Service Credit” means the number of days that Platform9 will add to the end of the Term, at no charge to Customer.

  2. Service Level Warranty. During the Term, the Products will be operational and available to Customer at least 99.9% of the time in any calendar month (“Service Level Warranty”). If the Monthly Uptime Percentage does not meet the Service Level Warranty in any calendar month, and if Customer meets its obligations under this Agreement, then Customer will be eligible to receive Service Credit as follows:

 

UptimeDays Credited
< 99.9% – >= 99.0%3
< 99.0% – >= 95.0%7
< 95.0%15
  1. Customer Must Request Service Credit. In order to receive Service Credit, Customer must notify Platform9 within 30 days from the time Customer becomes eligible to receive a Service Credit under the terms of this Agreement. Failure to comply with this requirement will forfeit Customer’s right to receive Service Credit.
  2. Maximum Service Credit.The aggregate maximum amount of Service Credit to be issued by Platform9 to Customer for all Downtime that occurs in a single calendar month will not exceed 15 days. Service Credit may not be exchanged for, or converted into, monetary amounts.
  3. Exclusions. The Service Level Warranty does not apply to any performance issues that (i) are caused by riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, earthquakes, or any other causes that are beyond Platform9’s reasonable control so long as Platform9 uses commercially reasonable efforts to mitigate the effects of such force majeure, (ii) resulted from Customer’s equipment or third party equipment or service (e.g. Customer’s internet connection), or both, or (iii) resulted from Customer’s violation of the Agreement.
  4. Exclusive Remedy. This Agreement sets forth Customer’s sole and exclusive remedy for any failure by Platform9 to meet the Service Level Warranty.

 

EXHIBIT B
SUPPORT TERMS

 

This Support Services Exhibit sets forth the terms on which Platform9 provides technical support (“Support”) to Customer (“Support Terms”).

  1. Definitions.

Error” means a failure of the Products to conform to the published specifications, resulting in the inability to use, or material restriction in the use of, the Products.

Escalation” means the process by which Platform9 will work continuously, and at multiple levels of its organization, to resolve an Error if not resolved within a commercially reasonable timeframe in light of the Priority Level of the Error.

Start Time” means the time at which Platform9 first becomes aware of an Error during Platform9’s regular business hours, following initiation of a Support case by Customer in accordance with Sections 2 and 3, below.

  1. General. During a Subscription Term, Platform9 will provide the Support described in these Support Terms 24 hours a day, 7 days a week.
  2. Contacts. The Customer Support Contacts may initiate a Support case by emailing support@Platform9.com, by opening a Support ticket on the Platform9 Support portal at www.platform9.com/support, or by calling the Platform9 Support Line at (650) 898-7369. Emergency cases must be opened via phone. Customer may initiate an unlimited number of Support cases.
  3. Priority Levels and Timeframes. Platform9 will establish the Priority Level of an Error and the corresponding Support case in its sole discretion and will use its best efforts to resolve the Error after responding to the Customer Support Contact(s) within the Response Times set forth below. If an Error is not addressed within a commercially reasonable timeframe in light of the Priority Level, then Platform9 will commence an Escalation.

 

Priority LevelDescriptionResponse Time
1Major Impact: Products are inoperable or the performance of the Products are so severely reduced that Customer cannot reasonably continue to use the Products because of the Error, the Error cannot be circumvented with a workaround, and it affects Customer’s ability to perform its business.2 hours
2Moderate Impact: Performance is significantly degraded such that Customer’s use of the Products are materially impaired, but the Error can be circumvented with a workaround.4 hours
3Minor Impact: Customer is experiencing a performance, operational, or functional issue in its use of the Products that can be circumvented with a workaround, and the Error causes only minimal impact to the Customer’s ability to use the Products.24 hours
4General Questions: No issue with performance or operation of the Products. These include standard questions on the API configuration, dashboard functionality, enhancement requests, or documentation clarification.3 days

 

  1. RACI Chart for Support Responsibilities. Responsibilities are set forth in the table below (using the RACI method) for the various Support functions listed below:

 

Service ElementService DescriptionPlatform9Customer
Pre-deployment – Platform9Identify resource requirements – compute, storage and networking, for platform9 controller tier, based on scaleRAC
Deployment – Platform9Automated deployment, installation and configuration of the Services. Including deployment of core services, REST API and CLI endpoints.RAC
Patch Management – Platform9Periodic patch and bugfix management for all OpenStack components and services deployed by Platform9RAC
Upgrade Management – Platform9Upgrades to the ServicesRC
3rd party plugins – Platform9Integration of any third party plugins with Platform9 – eg supported OpenStack plugins – including initial deployment and updatesCRA
Incident, Change and Problem Management – Platform9Incident, Change and Problem management for any bugs, issues that end users or Customer experiences with any components deployed by Platform9 team – assuming appropriate Support procedures are performed for reporting of incidents and problemsRAC
End user training – Platform9Training end users on the capabilities of the Services, answering ongoing questions from end users.CIRA
Pre-deployment and deployment (non-Platform9 components)Pre-deployment, deployment and configuration of (a) any software such as but not limited to Hypervisors, Storage, Networks (b) all hardware necessary for the deploymentCRA
Capacity managementCapacity management for all resources – hardware and software deployed by Customer team that the Services depend on for the controller tier, as well as are required for the actual deployment of the ServicesCRA
Patching/Updates/Upgrades (non-Platform9 components)Patch, update and upgrade management for all hardware and software deployed by the Customer team.IRA
3rd party plugins – (non-Platform9 components)Installation, configuration and management of any 3rd party plugins installed by Customer team not related to Platform9’s offeringRA
Incident and Change Management – (non-Platform9 components)Incident, change and problem management for all software and hardware deployed by Customer team – including handling Support requests from end users and providing end users with a portal and tools for reporting problemsIRA
End user training – (non-Platform9 components)Training end users on the capabilities of the Services, answering ongoing questions from end users.RA

 

  1. Conditions, Exclusions, and Termination.
    1. Conditions. Platform9’s obligation to provide Support is conditioned upon the following: (i) Customer makes reasonable efforts to solve the Error after consulting with Platform9; (ii) Customer provides Platform9 with sufficient information and resources to correct the Error, as well as any and all assistance reasonably requested by Platform9; and (iii) Customer procures, installs, and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to access and operate the Products.
    2. Exclusions. Platform9 is not obligated to provide Support in the following situations: (i) the problem is caused by Customer’s negligence, hardware malfunction, or other causes beyond the reasonable control of Platform9; or (ii) the problem is with third party software not licensed through Platform9.
    3. Termination. Platform9 reserves the right to conclude its performance of a Support case when, in its reasonable discretion, Platform9 determines that it has provided a satisfactory resolution or workaround to the Error.

EXHIBIT C
PROFESSIONAL SERVICES ADDENDUM

This Professional Services Addendum (“Addendum”), if executed between the parties, is made a part of the Master Subscription Agreement between Platform9 and Customer (“Agreement”) and is effective as of the Effective Date of the Agreement, unless otherwise specified herein. All capitalized terms used but not otherwise defined in this Addendum have the respective meanings ascribed to them in the Agreement.

Platform9 intends to provide certain professional services described in this Addendum (“Services”) to Customer, and Customer wishes to engage Platform9 to do so.

Therefore, the parties agree as follows.

IN WITNESS WHEREOF, the parties hereto have caused this Professional Services Addendum to be executed by their duly authorized representatives.

CustomerPlatform9 Systems, Inc.
By:By:
Name:Name:
Title:Title:
Date:Date:

The browser you are using is outdated. For the best experience please download or update your browser to one of the following:

GigaOM’s Radar report for Managed KubernetesRead Now