SUBSCRIBED SERVICES POLICY

(Effective April 24, 2012)

This document describes Netformx Inc.’s (and its Affiliates) Subscribed Services Policy (“Netformx" and the “Policy”, respectively) referenced in the Software License and Services Agreement executed by and between Netformx and you (if any) or in the End User License Agreement, as applicable (collectively, the “Agreements”). This Policy and the Agreement set forth the terms and conditions under which the Subscribed Services are provided to You. This Policy shall be governed by the Agreement and all provisions of the Agreement shall apply to this Policy. If there is any conflict between this Policy and the Agreement, the Agreement shall prevail.

  1. DEFINITIONS.
    Capitalized terms used herein shall have the meaning set forth below, or in the Agreement (if not defined herein), as applicable:

    • 1.1. “Business Days” means normal working days in the United States. Business Days are generally Monday through Friday, excluding US holidays.
    • 1.2. “Content” means vendor data comprised of vendor part numbers and their associated attributes, such as device description and price, parent-child relationships, graphics, configuration rules, reference to products, services, trademarks or hyperlinks to any such vendor, made available to You in the KnowledgeBase via the Program.
    • 1.3. “Documentation” shall mean, collectively, all written, printed, electronic or other format materials published or otherwise made available to You that relate to the functional, operational and/or performance capabilities of the Program.
    • 1.4. “Error” means an error in the Software that causes a material non-conformity of the Software with the Documentation.
    • 1.5. “Order” shall mean a purchase order or another mutually agreed upon document, whether in hard copy or electronic form, by which You may order Programs and/or other services (including Subscribed Services), along with a quotation, all as agreed and accepted in writing by Netformx.
    • 1.6. "Registered User” shall mean a single person who is You, Your employee, consultant, or authorized agent and is registered to use the Program pursuant to Netformx’s registration process.
    • 1.7. “Workaround” means a change in the followed procedures or data to avoid an Error without substantially impairing use of the Software.
  2. THE SUBSCRIBED SERVICES
    • 2.1. Updates. Registered Users will have access to generally available Updates for the Licensed Programs, when and if available.
    • 2.2. KnowledgeBase. Netformx will provide You with access to the KnowledgeBase and to Content that it makes generally available as part of the Subscribed Services. The Content You receive will depend on the specific Program license(s) You have purchased and/or for which You have renewed your Subscribed Services. If You have any questions about the edition of content You need or are receiving, You should contact Your Netformx salesperson.
    • 2.3. Support. Netformx will provide You Support for the Programs as described in Section 5 below.
  3. REGISTERING AND QUALIFYING FOR SUBSCRIBED SERVICES
    You must register the Program with Netformx via Netformx’s website at www.netformx.com (the "Website") to enable and continue the use of it. In order to receive all benefits described in this Policy and in the Agreement, You must pay all applicable fees as set forth in the Agreements or in an Order. If (i) the Program was not registered with Netformx, or (ii) the Program or the Subscribed Services are not fully paid for, or (iii) You fail to renew the Subscribed Services, the Subscribed Services will become unavailable to You. Upon Your failure to fulfill Your payment obligations, Netformx may terminate Your access to the Subscribed Services without notice.
  4. TERM FOR SUBSCRIBED SERVICES
    • 4.1. The period for which you have purchased the Subscribed Services is the “Term.”
    • 4.2. You will receive Subscribed Services for a period of twelve (12) consecutive months commencing on the License Delivery Date, unless otherwise specified in the respective Order (the "Initial Term").
    • 4.3. After the Initial Term, You may purchase a renewal of the Subscribed Services for an additional twelve (12) month period or another period specified in the Order, if Netformx, in its sole discretion, continues to provide such services and provided that the Subscribed Services Term preceding such renewal was not terminated or has expired prior to the renewal. Failure to renew the Subscribed Services upon termination or expiration of any preceding Subscribed Services Term, may result in You having to purchase a new license in order to receive future versions of Software and associated ongoing Subscribed Services.
  5. CHANGES TO THIS POLICY
    • 5.1. Netformx may at any time and from time to time, amend, update, modify, change, and/or cancel this Policy, at its sole discretion, without providing You with a notice. Any such update, modification, cancellation and/or amendment shall be effective upon posting on the Website. You agree to be bound to any changes to this Policy after any such changes are posted.
  6. NETFORMX SOFTWARE SUPPORT
    • 6.1. Access to Support
      • 6.1.1. Registered Users may access Netformx support tools using the following methods (the “Support”):
      • 6.1.2. Online Support Tools - When available, Registered Users may access technical knowledge provided by Netformx, Netformx customers and Netformx partners. Use of the Online Support Tools is subject to the terms and conditions of the Support Tools Site and of the Website.
      • 6.1.3. Netformx Telephone Support - Registered Users may speak directly with a software support analyst during Netformx Support Center Hours based on the availability of a software support analyst. Telephone calls to Netformx support outside of Support Hours may be answered by a message service who will forward call details to the Netformx support team for response during Support Center Hours generally within two (2) Business Days
      • 6.1.4. Email – Netformx provides support by email at support@netformx.com to registered users. Netformx responds to support email during Support Center Hours generally within three (3) Business Days.
    • 6.2. Support Center Hours
      • 6.2.1. Hours for support services are 6am-6pm Pacific Time on Business Days (“Support Hours”).
      • 6.2.2. Netformx online support tools detailed in clause 6.1.2 above, are available 24x7 except during maintenance or other downtime.
    • 6.3. Limitations of Software Support
      • 6.3.1. Support under this Policy covers use of the Software according to the Documentation, clarification of Documentation, handling of Incident Reports, and resolution of Errors.
      • 6.3.2. Support is not a substitute for proper training or for consulting services. If Your reported issues fall outside of the scope of Support, Netformx may refer you to online or other training resources, or to other paid services (at your expense), in its sole discretion.
      • 6.3.3. Netformx may limit or terminate Support if You use Support in an abusive or fraudulent manner, as determined by Netformx in its reasonable discretion. Examples of such use include a high number of calls that concern previously resolved issues, repeated posing of questions to which the answer is readily found in the Documentation or online services, and reporting of issues that are not reasonably related to Software support.
      • 6.3.4. Netformx is not required to provide any support relating to problems or issues arising from (i) Your use of the Software other than as described in the Documentation; (ii) altered or damaged Software; (iii) integration with other software not specified in the Documentation; (iv) hardware damage; (v) Your (or anyone on Your behalf) negligence, misuse, or modification of the Software; (vi) versions of Software other than the most recent version; (vii) Your failure to download Updates made available by Netformx (if any); or (viii) use of Software that is no longer listed as a supported product at https://www.netformx.com/users/other-user-information/product-updates/os-support/. Netformx shall have no liability for any changes in Your hardware that may be necessary to use Software due to a Workaround or Update.
      • 6.3.5. DISCLAIMER OF WARRANTY. THIS POLICY DEFINES A SERVICE ARRANGEMENT AND NOT A SOFTWARE WARRANTY. ALL LICENSED PROGRAMS AND MATERIALS RELATED THERETO ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES SET FORTH IN THE AGREEMENT. THIS POLICY DOES NOT CHANGE OR SUPERSEDE ANY TERM OF THE AGREEMENT.
    • 6.4. Incident Reports
      • 6.4.1. You may submit a report describing a problem (“Incident Report”) according to Netformx’s procedures. Netformx makes reasonable efforts to acknowledge and respond to Incident Reports according to the following table and definitions in Section 5f. Netformx, in its sole discretion, will define the severity of the Incident Report.
        Definition
        Acknowledgement Netformx will acknowledge the receipt of a complete Incident Report submitted to Support within 1 hour.
        Response Netformx will generally respond to an acknowledged Incident Report within 2 Business Days of receipt.
      • 6.4.2. You must make all reasonable efforts to assist Netformx in recreating the problem documented in the Incident Report. When required for issue troubleshooting and resolution, You may be asked to make the Software available via WebEx or similar tools (as instructed by Netformx) or provide log files and other troubleshooting information to assist in problem diagnosis and confirmation.
      • 6.4.3. Netformx will make commercially reasonable efforts to diagnose the issue.
      • 6.4.4. If Netformx determines that the problem is not an Error, then support personnel may help You resolve the problem in a variety of ways, including changing Your system configuration or reinstalling the Software. Netformx may not be able to assist You if the problem is not reproducible in its standard environment.
      • 6.4.5. If Netformx determines that the problem is an Error, then it will assist You according to the process below.
    • 6.5. Response and Resolution of Errors
      • 6.5.1. Netformx addresses reported Errors based on their severity and their combined impact to our customers. Netformx will use reasonable commercial efforts to resolve a reported Error. The methods to be used by Netformx may include (but are not limited to) delivering Software Updates, delivering updates to the KnowledgeBase, recommending configuration changes, or providing Workarounds. The prioritization, timing, and methods by which Netformx addresses Errors are in Netformx’s sole discretion.
    • 6.6. Definitions of Severity Levels
      Severity 1 Critical problem that causes the Software or the KnowledgeBase except during maintenance or other downtime to be totally inoperable or materially impacts functionality for a material number of Registered Users. No viable Workaround
      Severity 2 Problem impairs the performance of or ability to use one or more functions of the Software. Broad business impact and no viable Workaround.
      Severity 3 Problem is localized or impacts limited number of users. Low business impact and/or viable Workaround.
      Severity 4 Problem is minor and does not impact business. Includes minor bugs, usability issues, or cosmetic problems.
    • 6.7. Premium Support Services
      Netformx makes customized support services available to customers for an additional charge. See your Netformx sales representative or email support@netformx.com for additional information.