Support and Maintenance Agreement

All capitalized terms not defined herein shall have the meaning set forth in this Agreement.  Pursuant to the End User License Agreement by and between Licensee and AMI or to a Purchase Order from Licensee, AMI shall provide Maintenance Services for the Software as specified herein.

Section 1. Maintenance Period.

The Maintenance Period shall begin on the expiration of the Warranty Period and shall continue for one-year renewable periods.

Section 2. Telephone Support.

AMI shall provide telephone support with qualified personnel knowledgeable in the Software in the form of advice and counsel on the use and maintenance of the Software.  Telephone support will be 8am to 5pm Pacific Time, Monday through Friday (national holidays excepted) at telephone numbers designated by AMI from time to time.

Section 3. Minimum Services.

At a minimum Maintenance Services will include the following:

  1. maintain the Software so that it operates in conformity with all applicable specifications including the Documentation;

  2. promptly provide Licensee with all modifications, refinements, corrections, and enhancements which AMI incorporates into and makes a part of the Software and does not separately price or market;

  3. promptly provide Licensee with all Updates which AMI makes generally available to its customers.  “Update” shall mean a new version of the Software and any error corrections or bug fixes to the version of any Software listed on the applicable Schedule A that does not contain substantial functional enhancements, modifications or extensions.  Updates may be designated by means of a change of the number to the right of the decimal point (e.g., 5.0 >> 5.1; 5.1.1 >> 5.1.2) or other means.  An Update may be referred to as a Maintenance Release, Minor Release or other naming convention;

  4. provide Licensee a 50% discount on license fees for Upgrades which AMI makes generally available to its customers.  “Upgrade” shall mean a new version of the Software containing substantial functional enhancements, modifications or extensions.  Upgrades may be designated by means of a change of the number to the left of the decimal point (e.g., 4.0 >> 5.0) or other means.  An Upgrade may be referred to as a Version, Version Release, Major Release or other naming convention.  An Upgrade may include architectural changes.

  5. provide other services as described in this Exhibit A.

Section 4.  Level 1 Support

Licensee is responsible for resolving Level 1 support incidents.  “Level 1” shall mean questions involving basic use of the Software, username and password support, installation of the mobile software on supported mobile devices, changes to system configuration, database backups, server maintenance, or other administrative issues unrelated to defects in the Software.  

Licensee shall appoint a single contact or group within the Licensee’s organization for the management and reporting of Level 1 support incidents.  Licensee shall make reasonable attempts to resolve Level 1 support incident before contacting AMI support.  In the event Licensee is unable to resolve the Level 1 support incident, then the issue is then escalated to “Level 2.” AMI support is then notified and will to respond per Section 5.

Section 5.  Level 2 Incident Response Times.

AMI shall provide a reporting service by which Licensee can be assured that any errors made known to AMI thereby will be promptly investigated and corrected.  At a minimum, the response times shall meet the following standards at least 95% of time:

5.1 For any “Critical Error”, AMI shall Respond within 2 hours during the hours specified in Section 2, provide Licensee with updates every hour until the Critical Error is Restored, Restore the Critical Error within 8 hours and Resolve the Critical Error within 30 days.  “Critical Error” shall mean an Error, Defect, or Omission in the Software which causes the Software to be unusable and for which there is no acceptable work-around.

5.2 For any “Significant Error”, AMI shall Respond within 4 hours during the hours specified in Section 3, provide Licensee with updates every 8 hours until the Significant Error is Restored, Restore the Significant Error within 11 hours and Resolve the Significant Error within 150 days.  “Significant Error” shall mean an Error, Defect or Omission which has a material impact on Licensee’s ability to use the Software and for an Error, Defect, or Omission which causes the Software to be unusable but for which there is an acceptable work-around.

5.3 For any “Other Error”, AMI shall Respond within 8 hours during the hours specified in Section 3, provide Licensee with updates weekly until the Other Error is Restored and Resolve the Other Error within a time period mutually acceptable to AMI and Licensee.  “Other Error” shall mean an Error, Defect, or Omission which is not a Critical Error or a Significant Error for which there in no acceptable work-around.

Section 6.  Exclusions

6.1 AMI shall not be responsible for supporting Licensee’s mobile device hardware or mobile device operating system issues.  Any incidents escalated to AMI that are the result of mobile device hardware defects or mobile device operating system software defects shall release AMI from responsibility to resolve the incident.  

6.2 Direct modification of the AssetTrack database will void AMI's obligation to provide support services.  AMI shall not be responsible for supporting Licensee's AssetTrack installation if Licensee modifies the AssetTrack database in any way other than through standard user interfaces defined in AssetTrack's product documentation.  

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