WANdisco is now Cirata

CIRATA SUPPORT TERMS AND CONDITIONS

  1. COVERAGE

Subject to these terms, Cirata will provide maintenance and support services only to a Cirata customer (“Customer”) and only if the applicable fees have been paid by Customer. Customer must order the same support level for each Software copy licensed, and failure to renew maintenance and support services for some Software copies shall result in termination of maintenance and support services for all Software copies acquired by Customer.  Full maintenance and support services are provided only after Customer has fully implemented the applicable Cirata software (“Software”).  Pre-implementation support may be available from Cirata under a separate statement of work.

  1. MAINTENANCE AND SUPPORT SERVICES
    1. Maintenance and support services consist of (a) Cirata’s online trouble ticket reporting system, (b) Telephone Support for critical queries, (c) Error Correction and (d) product Updates. Maintenance and support services are provided to, and may be accessed only by, the Technical Support Contact to whom login credentials have been provided.  The number of Technical Support Contacts and login credentials depends on the Software licensed by Customer and the support service tier selected.  Login credentials are personal to the Technical Support Contact and may not be shared with any other Customer personnel or contractor.  Customer is responsible for all use of such login credentials, and additional credentials must be obtained from Cirata if additional Technical Support Contacts are desired.  Product Updates consist of one copy of published revisions to the printed documentation and one copy of revisions to the machine readable Software that are not New Products. 
    2. Cirata shall advise Customer of New Products that it decides, in its sole discretion, to make available to Customer by adding it to the Agreement.  Payment for New Products is not covered by the maintenance and support, license or subscription fee.  All product Updates or New Products provided to Customer shall be governed by the terms of Cirata’s End User License Agreement or the agreement negotiated between the parties (“Agreement”), including without limitation the applicable fees and discounts. Upon installation of Updates or New Products, prior versions or releases are to be destroyed.
    3. Cirata shall provide all Resolutions to the Technical Support Contact for implementation. Cirata implementation of Resolutions is provided only as a professional service, for which additional fees will apply as outlined in an applicable statement of work that must be executed prior to Cirata performing such services.
  2. SERVICES.  Other information related to maintenance and support services is available at www.Cirata.com/support. 

Platinum Support

  1. ERROR PRIORITY LEVELS AND RESPONSE TIMES
    1. Cirata shall exercise commercially reasonable efforts to correct any Error reported by Customer in the current unmodified release of Software in accordance with the priority level reasonably assigned to such Error by Cirata and in accordance with the support level purchased by Customer.
    2. Upon receipt of an Error report, Cirata will promptly evaluate the reported Error and classify it as Priority 1, 2, 3, or 4.  As an Error is addressed, the classification of such Error may change.  Following such classification, Cirata will use commercially reasonable efforts to perform the following, in accordance with the support levels set forth below:
      1. Respond to Customer and assign Cirata engineers to correct the Error;
      2. Provide Customer with status updates of the corrections; and
      3. Initiate work to provide Customer with a Resolution (“Response Time”).

Priority

Platinum Support

1

1 hour

2

4 hours

3

8 business hours

4

3 business days

Response Time means the amount of time between the initial report of an Error to Cirata and when a Cirata support engineer initiates a support session with Customer’s Technical Support Contact to resolve the Error.  Once a support session has been initiated, Cirata will work continuously with Customer’s Technical Support Contact, during Customer’s applicable support hours as determined by Customer’s support tier, to resolve the Error and provide a Resolution.  Business hours and days are based on standard support hours, Monday through Friday.


    1. In order for Cirata to perform Error Corrections, Customer must provide information and access reasonably requested by Cirata, including without limitation talkbacks, Apache logs, system logs and screen shares.  Cirata will provide support via remote access upon Customer’s request.
    2. If Cirata believes that a problem reported by Customer may not be due to an Error in the Software, Cirata will so notify Customer. At that time, Customer may (1) instruct Cirata to proceed with problem determination at Customer’s possible expense as set forth below, or (2) instruct Cirata that Customer does not wish the problem pursued at Customer’s possible expense. If Customer requests that Cirata proceed with problem determination at Customer’s possible expense and Cirata determines that the problem was not due to an Error in the Software, Customer shall pay Cirata, at Cirata’ then-current and standard consulting rates, for all work performed in connection with such determination, plus reasonable related expenses incurred therewith. Customer shall not be liable for (i) problem determination or repair to the extent problems are due to Errors in the Software, (ii) work performed under this paragraph in excess of its instructions or (iii) work performed after Customer has notified Cirata that it no longer wishes work on the problem determination to be continued at Customer’s possible expense (such notice shall be deemed given when actually received by Cirata). If Customer instructs Cirata that it does not wish the problem pursued at Customer’s possible expense or if such determination requires effort in excess of Customer’s instructions, Cirata may, at its sole discretion, elect not to investigate the problem with no liability therefor.
  1. EXCLUSIONS
    1. Cirata shall have no obligation to support:
      1. altered, damaged or modified Software or any portion of the Software incorporated with or into other software;
      2. the Software when Customer refuses to implement a critical Fix when provided to Customer;
      3. Software that is not the then-current release or immediately Previous Sequential Release;
      4. Where Customer fails to provide information or access as required in Section 4.c above.
      5. Software problems caused by Customer’s negligence, abuse or misapplication, Customer’s use of the Software other than as specified in the Cirata’ user manual, or by other factors beyond the control of Cirata, including without limitation natural disasters, acts of God, riots, strikes, power outages or similar occurrences including those defined as Force Majeure Events in the Agreement;
      6. Software installed on any computing environment that is not supported by Cirata.
    2. Cirata shall have no liability for any changes in Customer’s hardware that may be necessary to use the Software due to a New Product, Workaround or maintenance Update.
  2. ROOT CAUSE ANALYSIS

As part of the maintenance and support services provided hereunder, Cirata may create a root cause analysis report to be shared with Customer.  A root cause analysis report is for information purposes only and does not obligate Cirata to perform any additional services, create any additional warranties or create any additional contractual liability.

  1. DEFINITIONS
    1. “Error” means an error in the Software that degrades the Software as compared to the user documentation provided to Customer.
    2. “Error Correction” means the use of reasonable commercial efforts to remedy Errors.
    3. “Fix” means the repair or replacement of object or executable code versions of the Software, or revised settings or configuration parameters, to remedy an Error.
    4. “New Product” means a new software product that contains significant enhancements to the Software such as a revised architecture, whether or not the name of the Software has changed.
    5. “Previous Sequential Release” means at any time the release of the Software that has been replaced by the then-current release of the same Software. Notwithstanding anything else, a Previous Sequential Release will be supported by Cirata only for a period of six (6) months after release of the then-current release.
    6. “Priority 1 Error” means critical severity.  Customer's production system is down or not functioning. Customer has experienced loss of production data and no workaround is possible.
    7. “Priority 2 Error” means high severity.  Customer's system is functioning in a severely reduced capacity. The problem is causing significant impact to Customer's operations and productivity. Customer's system is exposed to a potential loss of data or interruption of service.
    8. “Priority 3 Error” means medium severity.  Loss of non-critical functionality. Customer can function and there are workarounds available. This includes documentation errors.
    9. “Priority 4 Error” means low severity.  General use question or future enhancement request.
    10. “Resolution” means provision to Customer of a Workaround, Fix or Update that remedies a reported Error.
    11. “Status Update” means communication from Cirata to Customer’s named support contact of the status of the current problem and Cirata’s efforts at Resolution.
    12. “Technical Support Contact” means Customer’s named individual(s) responsible for requesting and receiving support from Cirata.
    13. “Telephone Support” means technical support telephone assistance provided by Cirata to the Technical Support Contact during normal business hours concerning the installation and use of the then-current release of the Software and the Previous Sequential Release.
    14. “Update” means revisions, enhancements or other minor modifications to Software that Cirata releases periodically and which it makes generally available to its customers free of charge.  Updates are typically signified by a new number to the right of the decimal point in the version number of the applicable Software (e.g., version 3.5 to version 3.6).
    15. “Workaround” means a change in the procedures followed or data supplied by Customer, or a temporary code Fix or script, to avoid an Error without substantially impairing Customer’s use of the Software until a permanent Fix can be provided.

THESE TERMS AND CONDITIONS CONSTITUTE A SERVICE CONTRACT AND NOT A PRODUCT WARRANTY. THE SOFTWARE AND ALL MATERIALS RELATED TO THE SOFTWARE ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES SET FORTH IN THE AGREEMENT. THESE TERMS AND CONDITIONS DO NOT CHANGE OR SUPERSEDE ANY TERM OF THE AGREEMENT.



MAINTENANCE AND SUPPORT TERMS AND CONDITIONS

Legacy Products


These MAINTENANCE AND SUPPORT TERMS AND CONDITIONS are entered as of this ___ day of _____, 201__ (“Effective Date”) by and between WANDISCO, INC. (“WANdisco”), with its principal place of business at 5000 Executive Parkway, Suite 270, San Ramon, CA  94583, and _____________. (“Customer”), with its principal place of business at __________________________.



  1. COVERAGE

These Maintenance and Support terms are applicable to WANdisco Legacy Products, as defined below.  Subject to the terms hereof, WANdisco will provide maintenance and support services only to Customer and only if the applicable fees have been paid by Customer. Fees are specified in the applicable Quotation.  Customer must order the same support level for each Software copy licensed, and failure to renew maintenance and support services for some Software copies shall result in termination of maintenance and support services for all Software copies acquired by Customer.  

  1. MAINTENANCE AND SUPPORT SERVICES
    1. Maintenance and support services consist solely of (a) WANdisco’s online trouble ticket reporting system, (b) Telephone Support for critical queries, and (c) Workaround support. Maintenance and support services are provided to, and may be accessed only by, the Technical Support Contact to whom login credentials have been provided. Login credentials are personal to the Technical Support Contact and may not be shared with any other Customer personnel or contractor.  Customer is responsible for all use of such login credentials, and additional credentials must be obtained from WANdisco if additional Technical Support Contacts are desired. No Updates are provided under Legacy Product support.
    2. WANdisco shall advise Customer of New Products that it decides, in its sole discretion, to make available to Customer.  Payment for New Products is not covered by the maintenance and support fee.  All New Products provided to Customer shall be governed by the terms of the accompanying end user license agreement, including without limitation the applicable fees and discounts. 
    3. WANdisco shall provide all Workaround support to the Technical Support Contact for implementation. Implementation by WANdisco of any Resolution provided under these terms and conditions is provided only as a professional service, for which additional fees will apply as outlined in an applicable statement of work that must be executed prior to WANdisco performing such services.
    4. If the applicable Quote specifies Customer ordered OSS support services, WANdisco will provide maintenance and support services for OSS in accordance with Appendix A; provided, however, that WANdisco makes no warranty or guarantee that any Fix, Workaround or other Error Correction suggested or developed by WANdisco will be accepted by the open source community and/or be incorporated into future OSS versions.  If Customer updates or upgrades the OSS to which the Software is applicable, but does not update or upgrade the Software, WANdisco is not responsible for any failures of the Software or OSS and is released from any response or resolution time obligations under these terms and conditions. 
  2. SERVICE DESCRIPTION.  Maintenance and support services are provided to Customer in accordance with the following. 
  1. ERROR PRIORITY LEVELS AND RESPONSE TIMES
    1. WANdisco shall exercise commercially reasonable efforts to provide Workaround support for an Error reported by Customer in accordance with the priority level reasonably assigned to such Error by WANdisco.
    2. Upon receipt of an Error report, WANdisco will promptly evaluate the reported Error and classify it as Priority 1, 2, 3, or 4.  As an Error is addressed, the classification of such Error may change.  Following such classification, WANdisco will use commercially reasonable efforts to perform the following, in accordance with the support levels set forth below:
      1. Respond to Customer and assign WANdisco engineers to provide Workaround support; and
      2. Provide Customer with status updates.

Priority


1

4 hours

2

24 hours

3

72 hours

4

10 days


Response Time means the amount of time between the initial report of an Error to WANdisco and when a WANdisco support engineer initiates a support session with Customer’s Technical Support Contact.  Once a support session has been initiated, WANdisco will work with Customer’s Technical Support Contact, during applicable support hours, to determine and help implement a Workaround.  


    1. In order for WANdisco to perform Workaround support, Customer must provide information and access reasonably requested by WANdisco, including without limitation talkbacks, Apache logs, system logs and screen shares.  WANdisco will provide support via remote access upon Customer’s request.
    2. If WANdisco believes that a problem reported by Customer may not be due to an Error in the Software, WANdisco will so notify Customer. At that time, Customer may (1) instruct WANdisco to proceed with problem determination at Customer’s possible expense as set forth below, or (2) instruct WANdisco that Customer does not wish the problem pursued at Customer’s possible expense. If Customer requests that WANdisco proceed with problem determination at Customer’s possible expense and WANdisco determines that the problem was not due to an Error in the Software, Customer shall pay WANdisco, at WANdisco’ then-current and standard consulting rates, for all work performed in connection with such determination, plus reasonable related expenses incurred therewith. Customer shall not be liable for (i) problem determination or repair to the extent problems are due to Errors in the Software, (ii) work performed under this paragraph in excess of its instructions or (iii) work performed after Customer has notified WANdisco that it no longer wishes work on the problem determination to be continued at Customer’s possible expense (such notice shall be deemed given when actually received by WANdisco). If Customer instructs WANdisco that it does not wish the problem pursued at Customer’s possible expense or if such determination requires effort in excess of Customer’s instructions, WANdisco may, at its sole discretion, elect not to investigate the problem with no liability therefor.
    3. Changes in Customer’s environment from the environment that existed on the date of commencement of support under these terms and conditions, including without limitation changes in operating system, may severely limit any support WANdisco is able to provide under these terms and conditions.  WANdisco shall have no liability for failure to provide support in the event of any such change.
  1. EXCLUSIONS
    1. WANdisco shall have no obligation to support:
      1. altered, damaged or modified Software or any portion of the Software incorporated with or into other software;
      2. Where Customer fails to provide information or access as required in Section 4.c above.
      3. Software problems caused by Customer’s negligence, abuse or misapplication, Customer’s use of the Software other than as specified in the WANdisco’ user manual, or by other factors beyond the control of WANdisco, including without limitation natural disasters, acts of God, riots, strikes, power outages or similar occurrences; or
      4. Software installed on any computing environment that is not supported by WANdisco.
    2. WANdisco shall have no liability for any changes in Customer’s hardware that may be necessary to use the Software due to a New Product, Workaround or maintenance Update.
  2. DEFINITIONS
    1. “Error” means an error in the Software that degrades the Software as compared to the user documentation provided to Customer.
    2. “Error Correction” means the use of reasonable commercial efforts to remedy Errors.
    3. “Legacy Product” means a version of the Software that is more than 2 versions from the current version or Software that has been the subject of an end of life notice.
    4. “New Product” means a new software product that contains significant enhancements to the Software such as a revised architecture, whether or not the name of the Software has changed.
    5. “OSS” means the Open Source Software (i.e., Subversion, Git or other open source software supported by WANdisco) that WANdisco supports under these terms and conditions, which must be obtained from WANdisco’s website in order for these terms and conditions to apply.  OSS is licensed by Customer and subject to the applicable license agreement between Customer and the author.
    6. “Previous Sequential Release” means at any time the release of the Software that has been replaced by the then-current release of the same Software. 
    7. “Priority 1 Error” means critical severity.  Customer's production system is down or not functioning. Customer has experienced loss of production data and no workaround is possible.
    8. “Priority 2 Error” means high severity.  Customer's system is functioning in a severely reduced capacity. The problem is causing significant impact to Customer's operations and productivity. Customer's system is exposed to a potential loss of data or interruption of service.
    9. “Priority 3 Error” means medium severity.  Loss of non-critical functionality. Customer can function and there are workarounds available. This includes documentation errors.
    10. “Priority 4 Error” means low severity.  General use question or future enhancement request.
    11. “Quotation” means the quote generated by WANdisco in response to Customer’s indication of interest in maintenance and support services.  The Quotation will contain particulars with respect to the service, term, price and other details.  All Quotations issued by WANdisco following execution of these terms and conditions shall be governed by the terms and conditions of these terms and conditions unless agreed otherwise in writing by the parties.
    12. “Resolution” means a Workaround that attempts to remedy a reported Error.
    13. “Status Update” means communication from WANdisco to Customer’s named support contact of the status of the current problem.
    14. “Technical Support Contact” means Customer’s named individual(s) responsible for requesting and receiving support from WANdisco.
    15. “Telephone Support” means technical support telephone assistance provided by WANdisco to the Technical Support Contact during normal business hours concerning the installation and use of the Software.
    16. “Update” means revisions, enhancements or other minor modifications to Software that WANdisco releases periodically and which it makes generally available to its customers free of charge.  Updates are typically signified by a new number to the right of the decimal point in the version number of the applicable Software (e.g., version 3.5 to version 3.6).
    17. “Workaround” means guidance on how to avoid or work around an Error without substantially impairing Customer’s use of the Software.
  3. Fees and Payment. 
    1. Fees. Unless otherwise agreed, Customer’s Support Services fees (“Fees”) are specified on the applicable Quotation.   All Fees are paid annually and will be due and payable in advance on the Effective Date or the subsequent annual renewal date, as applicable.  All amounts are stated and shall be paid in U.S. Dollars received in the United States.   If Customer is paying by Purchase Order, (i) WANdisco will invoice Customer for the Fees at the address contained on Customer’s Purchase Order, and (ii) Customer will pay WANdisco in full the amounts set forth on each invoice submitted to Customer by WANdisco within thirty (30) calendar days of the receipt of the invoice. 
    2. Taxes.  In addition to the Fees, Customer will be responsible for the payment of all taxes, duties, or levies including but not limited to any withholding tax, value added tax (VAT), use tax, franchise tax or sales tax, customs duty, export or import fee, which might be levied as a result of the performance of the Support Services covered by this Agreement, except for taxes and levies relating to WANdisco’s income.   Customer’s payments to WANdisco shall be made without withholding or deduction for or on account of any such taxes or levies. 
  4. Confidentiality. 
    1. Confidential Information. Neither Customer nor WANdisco will provide or disclose any Confidential Information of the other party to any third party, and both Customer and WANdisco will take all reasonable precautions to maintain the confidentiality of any Confidential Information Customer or WANdisco receives from the other party using no less than a reasonable degree of care.  For purposes of this Agreement "Confidential Information" will mean: (i) only that information disclosed in tangible form by one party to the other party and conspicuously marked at the time of disclosure as "confidential”, "proprietary", or by any other appropriate legend clearly indicating the proprietary nature of the information; and (ii) any information which the disclosing party orally or visually discloses and identifies at the time of disclosure as being disclosed in confidence. 
    2. Non-Confidential Information. Confidential Information shall not include information, which (i) is now or later becomes, through no act or omission on the part of the receiving party, generally known or available, or is now or later enters the public domain through no act or omission on the part of the receiving party; (ii) was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure; (iii) is hereafter rightfully furnished to the receiving Party by a third party, without restriction as to use or disclosure; (iv) is information which the receiving party can document was independently developed by the receiving party; (v) is required to be disclosed by a government agency to further the objectives of this Agreement or by a proper court of competent jurisdiction; provided the receiving party uses its commercially reasonable efforts to minimize the disclosure of such information and will consult with and assist the disclosing party in obtaining a protective order prior to such disclosure; or (vi) is disclosed with the prior written consent of the disclosing party. The obligations in this Section 4.0 shall survive termination of this Agreement. 
  5. Warranty Disclaimer

WANDISCO MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SUPPORT SERVICES COVERED BY THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, DESIGN OR USE OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.  

  1. Limitation of Remedies and Liabilities; Disclaimer.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WANDISCO OR ITS AFFILIATES OR THEIR RESPECTIVE SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SUPPORT SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THEIR POSSIBILITY, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.  IN ANY CASE, EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, WANDISCO’S AND ITS AFFILIATES' AND VENDORS’ ENTIRE COLLECTIVE AND AGGREGATE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES CUSTOMER PAID FOR THE SERVICES, REGARDLESS OF THE FORM OF ANY LEGAL ACTION OR PROCEEDING WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE. 
  2. Term and Termination. 
    1. Unless terminated earlier under the provisions of this Agreement, the "Term" of this Agreement will commence on the Effective Date and continue for one (1) year. 
    2. WANdisco may terminate this Agreement, or any SOW executed under this Agreement, upon written notice if: (i) Customer fails to pay any Fees within thirty (30) days after those Fees are due and payable, (ii) Customer materially breaches this Agreement, (iii) Customer becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; provided, however, that any such termination will not relieve Customer of any payment obligations to WANdisco incurred prior to such date and such obligations shall become immediately due and payable, or (iv) at WANdisco’s discretion, provided that if WANdisco terminates for its convenience under this subsection (iv), Customer will receive a refund of any prepaid but unused fees. 
    3. The terms and conditions which by their nature survive the expiration or termination of this Agreement, shall so survive. 
  3. Miscellaneous. 
    1. Governing Law.  This Agreement and its performance shall be exclusively governed by and construed under the laws of the State of California, without reference to principles of conflict of laws, and any action brought by either Customer or WANdisco to enforce or interpret any provision of this Agreement shall be brought exclusively in an appropriate state court in Contra Costa County or federal court in the Northern District of California. Customer and WANdisco consent to such jurisdiction and venue and waive any objection to same. 
    2. Severability.  Each provision of this Agreement is severable; if any provision is declared void, illegal, or unenforceable, that provision will be modified by the appropriate judicial body to the minimum extent necessary to render it valid, legal, and enforceable while effectuating insofar as possible the basic purposes of such provision. The remaining provisions will remain in full force and effect. 
    3. Amendment.  We may be required, from time to time, to make changes to this Agreement.  In that event, we will post the new Agreement on our website, and send Customer notification of the change.  If Customer continues to use the Support Services after notification of the change, then Customer will have consented to them.  If Customer decides to terminate this Agreement as a result of the change, Customer will receive a refund of all prepaid but unused fees. 
    4. No Assignment.  Customer has no right to assign this Agreement without the prior written consent of WANdisco.  WANdisco has the right to assign this Agreement to an entity that succeeds to all or substantially all of the business or assets of WANdisco.  Any assignment or attempted assignment of this Agreement not permitted by this Section shall be void. 
    5. Waiver.  No delay, omission, or failure to exercise any right or remedy provided for in this Agreement shall be deemed to be a waiver of that right or remedy or an acquiescence in the event giving rise to such remedy.   
    6. Entire Agreement.  This Agreement, including any Attachments or Exhibits or Addenda to this Agreement, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings between Customer and WANdisco. This Agreement has been written in the English language and, in the event of any conflict or inconsistency between the English-language version and any translation hereof, the English language version shall prevail.   In the event of a conflict between any terms of this Agreement and the terms and conditions attached to or otherwise forming part of any Purchase Order issued by Customer or Customer’s employer, the terms of this Agreement shall control and void any additional obligations placed on WANdisco not contemplated by this Agreement.   

IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed and delivered by its duly authorized officer, all as of the Effective Date.

_________________________WANDISCO, INC.
By:By:
Print Name:Print Name:
Title:Title:

Appendix A

These OSS support terms relate to and are incorporated into these Terms and Conditions.  Capitalized terms have the same meaning as in the Terms and Conditions.

  1. OPEN SOURCE SUPPORT.
    1. Support services.  If the applicable Quotation specifies that Customer is receiving OSS support (i.e., Subversion, Git or other OSS), WANdisco will provide support services for the term specified in the Quotation. The Services shall be provided through employees, contractors, vendors or Affiliates of WANdisco, as appropriate, in accordance with this Agreement.
    2. Supported Configurations 
      1. Server Operating System.  WANdisco supports Customer’s use of OSS with the server operating systems specified on WANdisco’s support website.  If Customer is using an operating system other than one of the specified systems, WANdisco will provide Customer with support services only if Customer has obtained prior approval from WANdisco support in a written agreement signed by Customer and WANdisco.  If Customer has not obtained such approval and is not using one of the operating systems listed, then WANdisco will not be obligated to provide Customer with support services as otherwise required under this Agreement.
      2. Client Operating System.  WANdisco supports Customer’s use of OSS with client operating systems specified on WANdisco’s support website.   If Customer is using an operating system other than one of these listed systems, WANdisco will provide Customer with support services only if Customer has obtained prior approval from WANdisco support in a written agreement signed by Customer and WANdisco.   If Customer has not obtained such approval and is not using one of the operating systems listed, then WANdisco will not be obligated to provide Customer with support services as otherwise required under this Agreement.
      3. Client Software.  WANdisco supports Customer’s use of OSS with the clients specified on WANdisco’s support website.  If Customer is using a client other than one of these listed clients, WANdisco will provide Customer with support services only if Customer has obtained prior approval from WANdisco Support in a written agreement signed by Customer and WANdisco.  If Customer has not obtained such approval and is not using one of the clients listed, then WANdisco will not be obligated to provide Customer with support services as otherwise required under this Agreement. 
      4. Additional Required Information.  Upon Customer’s purchase of OSS support services, WANdisco will send an email requesting certain additional information about Customer’s OSS environment and the names of those personnel within Customer’s organization who will be authorized as a “Named Support Contact” under Appendix A to contact WANdisco.   This information is required in order to provide complete OSS support. If Customer does not provide this information to WANdisco, Customer understands and agrees that this failure may prevent WANdisco from providing timely support and maintenance services as otherwise might be required under the terms of this Agreement.
    3. Changes to Level of Support.  Should Customer decide to increase or decrease the level of support, Customer has purchased, any such change must be made by executing and submitting to WANdisco Support its standard change request form; provided however that if the request is to decrease the level of support, such change can only be made on the annual renewal anniversary for Customer’s then current support level and the change request form must be submitted at least thirty (30) days before such anniversary.  Customer must order the same support level for each copy of OSS licensed.
    4. License.  Upgrades and other materials are licensed to Customer under the same terms and conditions as Customer licensed the OSS.
  2. OSS IS AN OPEN SOURCE SOFTWARE PRODUCT, OWNED AND LICENSED BY A THIRD PARTY.  WANDISCO MAKES OSS AVAILABLE TO CUSTOMER SOLELY AS A CONVENIENCE AND, SAVE AS SET OUT ABOVE, ACCEPTS NO LIABILITY OR OBLIGATION AS A RESULT THEREOF.  WANDISCO MAKES NO WARRANTIES OR GUARANTEES REGARDING OSS, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO OSS, INCLUDING, BUT NOT LIMITED TO, IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS OF MERCHANTABILITY/SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, DESIGN OR USE OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.  WANDISCO DOES NOT WARRANT OR GUARANTEE THAT OSS OR ANY UPDATES OR UPGRADES PROVIDED BY WANDISCO WILL OPERATE UNINTERRUPTED OR ERROR-FREE.

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