Velos Support Terms

VELOS, Inc. will provide the following services (“Support”) to its customers with whom VELOS has entered into a Support and Maintenance Agreement (“Support Agreement”). Capitalized terms used but not defined in these Support Terms have the meanings provided in the Support Agreement or the applicable Master License Agreement between VELOS and Customer.

1. Support Services

1.1. General: All Support shall be provided through VELOS’ service facilities (“Designated Service Centers”). The business hours of the Designated Service Centers are Monday through Friday, 24 hours a day, excluding federal holidays, (the “Normal Business Hours”). VELOS shall have the right to, upon reasonable prior notice to CUSTOMER, change the location and Normal Business Hours of the Designated Service Centers from time to time.

1.2. Updates: As part of Support, CUSTOMER may receive, at no additional charge and applicable only to the Product(s) licensed by CUSTOMER, new versions of Software that contain bug fixes, error corrections and minor enhancements (“Updates”), but do not contain major enhancements or significant new functionality, as defined by VELOS at its discretion and which VELOS may make generally available to VELOS customers. VELOS will notify CUSTOMER of the availability of Updates and will Support a prior Update or version of the Products only for a period of one (1) year following the date VELOS makes a new Update or Upgrade available to CUSTOMER.

1.3. Upgrades: As part of Support, CUSTOMER may receive, at no additional charge and applicable only to the Product(s) licensed by CUSTOMER, new releases of the Products that contain major enhancements and significant new functionality (“Upgrades”) as determined by VELOS at its discretion which VELOS may make generally available to VELOS customers. VELOS will notify CUSTOMER of the availability of Upgrades and will Support a prior Upgrade or version of the Products only for a period of one (1) year following the date VELOS makes a new Upgrade or Update available to CUSTOMER.

1.4. Error Corrections: As part of Support, VELOS will use commercially reasonable efforts to resolve any verifiable and reproducible failure of the unmodified Products to materially conform to the specifications for such Products (“Error”). This does not include any failure of the Products that: (a) results from a use of the Products not in conformity with VELOS’ documentation; (b) results from failure to maintain maintenance and support processes set forth in the documentation; (c) does not materially affect the operation and use of the Products; (d) results from any modification to the Products not made or authorized by VELOS or (e) results from the failure to incorporate or use any Upgrades or Updates made available to CUSTOMER by VELOS. Upon identification of any Error, CUSTOMER must notify the Designated Service Centers of it and provide the Designated Service Centers with enough information to assist in locating and reproducing the Error. All Error corrections will be worked on by VELOS remotely at the Designated Service Centers without modification to the Products.

1.5. Telephone Support: As part of Support, VELOS will provide telephone support to CUSTOMER with respect to CUSTOMER’s use of the Products through VELOS’ support line during the Normal Business Hours. CUSTOMER may contact the Designated Service Centers directly for answers to questions during Normal Business Hours.

2. Exclusions

VELOS has no obligation to provide any Support relating to problems with the Products that result from; (a) electrical, network or hardware problems that are external to the Products; (b) any modifications of the Software not made or authorized by VELOS; (c) accident, negligence, or misuse of the Products or use of the Products not in conformity with the Documentation; or (d) operation of the Products outside of recommended specifications. In addition, VELOS has no obligation to provide Support that involves (e) furnishing supplies or accessories, (f) relocating the Products or (g) adding, maintaining, or removing equipment, attachments, or other devices. CUSTOMER will pay VELOS for any support and other services VELOS provides to CUSTOMER under this Section 2.1 at VELOS’ then-current time and material rates in accordance with the Support Agreement.

3. Response Times

All Support is provided based on CUSTOMER’s reporting of Errors or making Support requests to the Designated Service Centers. VELOS’ response times will be commensurate with the severity of the Error being experienced by the CUSTOMER as follows:

Priority Level 1 – Used for those Errors in which the entire Products are not operational in a production environment. VELOS shall respond to CUSTOMER within two (2) hours during Normal Business Hours. VELOS shall either resolve the Error or communicate a reasonable workaround or approach for diagnosing and resolving the Error within twenty four (24) hours of CUSTOMER’s reporting of the Error during Normal Business Hours (for example, where CUSTOMER notifies VELOS of the Error at 4 p.m. on Tuesday, VELOS will either resolve or propose a workaround by 4 p.m. on Wednesday. If the call is received on 4 p.m. on Friday, VELOS will either resolve or propose a workaround by 4 p.m. on the following Monday). When a workaround is the resolution, the problem will be changed to a Priority Level 3 for resolution.

Priority Level 2 – Used for those Errors in a production environment in which a major Products feature/function is not operational and is creating a material inconvenience for CUSTOMER. VELOS shall respond to CUSTOMER within four (4) hours during Normal Business Hours, and within forty-eight (48) hours of CUSTOMER’s reporting of the Error during Normal Business Hours either resolve the Error or communicate a reasonable workaround or approach for diagnosing and resolving the Error. When a workaround is the resolution, the problem will be changed to a Priority Level 3 for resolution.

Priority Level 3 – Used for those Errors in which a non-critical Products feature/function is not operational or is not conforming to specifications in a production environment, but a system or manual workaround is possible. VELOS shall respond to CUSTOMER within two (2) business days and within thirty (30) days thereafter either resolve the Error or provide a reasonable system workaround or approach for diagnosing and resolving the Error.