Software Support/Maintenance/Education Terms and Conditions

I. Coverage

During the term of the Agreement, TDI agrees to provide support services, maintenance services, and educational services for the Covered Software. Covered Software does not include hardware, operating systems and other system software, Client-developed software, and third-party software (except any third party software embedded in the Covered Software).

II. Description of Support Services

During the term of the Agreement, TDI will provide the support services described herein so as to support the Client in the use of the Covered Software.

A. Assigned Representative

Client will be assigned a dedicated support representative (Assigned Representative) for both reactive and proactive support activities. The Assigned Representative shall be the primary point of contact. If the Assigned Representative is not available for a particular support activity, an available support representative will be provided for that activity.

For new Clients going through implementation, or during periods where second-tier resources are involved, or during training, a different representative may be providing most of the primary support, assistance or training. However, the Assigned Representative remains the primary point of contact and will be overseeing and monitoring the activities performed by any other representative.

Client, at the Client discretion, may request a change in Assigned Representative. This request will be accommodated to the best of TDI’s ability. From time to time, TDI, for various reasons such as change in staff, promotion, manager discretion, etc., may change a Client’s Assigned Representative. While TDI will work to ensure a continuous level of support to Client, TDI cannot guarantee, for reasons such as turnover, promotion, or lateral movement within the TDI organization, that Client will retain the same dedicated Assigned Representative for an indefinite period.

B. Support Number

Client will receive telephone support via a toll-free number (“Support Number”). The minimum support hours for telephone support shall be 6:00 AM to 3:30 PM PST, Monday through Friday, except for business holidays or other events as indicated by TDI via regular email communication and as listed on the TDI Client website.

C. Email Address

Client will receive email support via an email address provided by the Assigned Representative. The Assigned Representative will reply to emails from Client using the email address provided by the Client or in certain cases, using the address from which the mail was initiated. The minimum support hours for email support shall be 6:00 AM to 3:30 PM PST, Monday through Friday, except for business holidays or other events as indicated by TDI via regular email communication and as listed on the TDI Client website.

D. Client Web-Site

Client will receive unlimited access to the TDI Client Web-Site except as such times where periodic maintenance is to be performed on that site. TDI will make every effort to notify Client of the times when the web-site will be undergoing maintenance.

E. Reactive Support Services

Reactive support is that support initiated by the Client and provided by the Assigned Representative on an immediate or “reactive” basis either via telephone call or email. The support issue may be an educational question or report of an actual Covered Software issue originating from the use of the Covered Software by Client.

F. Proactive Support Services

Client will be enrolled in the Proficiency and Client Engagement (PACE) program that provides approximately six hours of proactive, client directed support and education per year. Support provided through PACE is over and above reactive support as provided in Section E. The PACE program is based on 50 minute bi-monthly calls made to Client from Assigned Representative based on an outline created jointly between Client and Assigned Representative.

Client will receive email communiqué detailing the Assigned Representative’s schedule for the following week, providing written or multi-media tips, directing Client to blog articles and links of interest, and describing special offers. While various members of Client staff may opt out, at least one member of the Client staff must receive the communiqué so that Client is kept informed of schedules, product issues, technical bulletins, etc.

G. Issue Escalation and Resolution

In the course of providing reactive and proactive support, most issues are resolved during the initial contact. Where the issue is not resolved during the initial contact, the Assigned Representative will escalate the issue based the nature of that issue as follows:

• Severity 1 Issue: Produces an emergency situation in which the Covered Software is inoperable, produces incorrect results which are the result of the Covered Software, or fails catastrophically.

  TDI will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reported. TDI will continue to provide best efforts to resolve Severity 1 problems in less than two business days. The resolution will be delivered to Client as a work-around or as a Hot Fix. If TDI delivers an acceptable work-around, the severity classification will be reduced to Severity 2.

• Severity 2 Issue: Produces an inconvenient situation in which the Covered Software is usable, but does not provide a function in the most convenient or expeditious manner, and the user suffers little or no significant impact.

  TDI will exercise best efforts to resolve Severity 2 problems in the next update.

• Severity 3 Issue: Covered Software is affected in some way that is reasonably correctable by a documentation change or by a future, regular update or upgrade from TDI.

H. Support Service Limitations and Exclusions

TDI reserves the right to deny or limit support services for Covered Software under the following conditions:

1. Client refuses to perform reasonable tasks requested by Assigned Representative or other specialist, or will not provide access as indicated in Section IV D. or will not provide reasonable materials necessary for support. In this case, TDI shall indicate that the issue cannot be resolved until such time as the requested tasks are performed or material provided. TDI will then wait until Client obligations are met before further work on the issue is performed.

2. Client is not competent to perform tasks requested by the Assigned Representative. In particular, with regard to network installations and/or IT related tasks, Client must provide a qualified network administrator or IT professional, as applicable, when requested. In this case, TDI shall indicate that the issue cannot be resolved without appropriate assistance. TDI will then wait until the requested Client obligations are met before further work on the issue is performed.

3. Client makes unauthorized changes to Covered Software (such as, but not limited to: .EXE, HTML, ASP, controls, or application extensions) resulting in a non-standard, unstable, or indeterminate installation. In this case, the remedy shall be limited to the installation of a relevant, generic (non-modified) copy of Covered Software. Upon successful demonstration of the standard Covered Software, TDI will consider the issue closed. Should Client desire TDI to assist with a resolution of the issue, over and above the stated remedy, the issue shall be addressed with a separately developed Consulting Agreement.

4. Client makes unauthorized changes to the underlying data structures (such as, but not limited to: database tables, configuration files, or directory structures) resulting in a non-standard, unstable, or indeterminate installation. In this case, the remedy shall be limited to the restoration of a relevant, generic (non-modified) set of data structures and/or related configuration files. Upon successful demonstration of Covered Software within the restored environment, TDI will consider the issue closed. Should Client desire TDI to assist with a resolution of the issue, over and above the stated remedy, the issue shall be addressed with a separately developed Consulting Agreement.

5. Client imports data into the underlying data structures using means not controlled by the provided software functionality resulting in data corruption, inconsistent results, or an unstable installation. In this case, the remedy shall be limited to the purging of the imported data and, if necessary, the installation of a relevant, generic copy of Covered Software. Upon successful demonstration of the restored environment, TDI will consider the issue closed. Should Client desire TDI to assist with a resolution of the issue, over and above the stated remedy, the issue shall be addressed with a separately developed Consulting Agreement.

6. Client is found in breach of the TDI License Agreement, and TDI provides Client with written notice of the breach, and Client does not remedy the breach within 30 days of receipt of the notice.

III. Description of Maintenance Services

During the term of the Agreement, TDI will provide the maintenance services described herein so as to maintain the Covered Software in good working order, keeping it free from material defects so that the Covered Software shall function properly and in accordance with the accepted level of performance as set forth in the License Agreement.

A. Upgrade

When an upgrade becomes available the Assigned Representative will reach out to the CLIENT to schedule the upgrade. An upgrade is defined as a substantial revision to the software that includes significant enhancements and features over and above the previous version. New documentation, if applicable, will be provided in an electronic format. Gratis training regarding corrections and/or enhancements to the product may be provided in the form of web-based seminars or other training methodologies at the discretion of TDI.

Client will receive upgrades at no charge.

B. Update

One or more updates to Covered Software will occur between upgrades. An update is defined as a change or set of changes made to the software to correct minor errors, provide minor enhancements, or to address changes in compliance legislation.

Client will receive updates at no charge.

C. Hot Fix

There will be a Hot Fix to Covered Software when deemed necessary by TDI. The parameters for a Hot Fix are determined by a Severity 1 issue in which Client or group of Clients are non-functional or severely limited. A Hot Fix is a single change or a group of small changes to the software that does NOT include other corrections or enhancements under development for the next periodic update.

Client will receive hot fixes at no charge.

D. Access

Maintenance Services are conditioned upon provision by Client to TDI of reasonable appropriate access to the system(s) running the Covered Software, including, but not limited to, passwords, system data, file transfer capabilities, and remote log-in-capabilities. TDI will maintain security of the system and use such access only for the purposes of this Agreement and will comply with Client’s standard security procedures. Information accessed by TDI employees as a result of accessing Client’s system shall be deemed confidential information pursuant to the terms of the License Agreement.

E. Maintenance Service Limitations and Exclusions

TDI reserves the right to deny or limit maintenance services for Covered Software under the following conditions:

1. TDI assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of Covered Software if the Client has made changes to the system hardware/software configuration or modifications to any supplied source code which changes or affects the performance of Covered Software and were made without prior notification and written approval by TDI.

   In this case, the remedy shall be limited to the restoration of a relevant, generic (non-modified) set of data structures and/or related configuration files. Upon successful demonstration of Covered Software within the restored environment, TDI will consider the issue closed. Should Client desire TDI to assist with a resolution of the issue, over and above the stated remedy, the issue may be addressed pursuant to a separately developed Consulting Agreement.

2. TDI assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of Covered Software if the Client has connected or created interactions between Covered Software and any Client-written or third-party applications.

   In this case, the remedy shall be limited to the removal of any connected or interacting components. Upon successful demonstration of Covered Software within the stand-alone environment, TDI will consider the issue closed. Should Client desire TDI to assist with a resolution of the issue, over and above the stated remedy, the issue shall be addressed with a separately developed Consulting Agreement.

3. TDI assumes no responsibility for the operation or performance of any Client-written or third-party applications. Should Client desire TDI to assist with a resolution of any issue related to the operation or performance of any Client-written or third-party application, the issue shall be addressed with a separately developed Consulting Agreement.

4. TDI assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with current or future releases of Covered Software with SQL and networking.

IV. Description of Educational Services

During the term of the Agreement, TDI will provide the educational services described herein so as to keep Client educated about current and evolving capabilities of Covered Software.

A. Gratis Training

Training services offered by TDI that do NOT require a dedicated trainer and/or a trainer that must travel to Client Site, are available at no charge. This includes training offered to groups via Webex and training offered online via the TDI Web Site. All materials required for GRATIS training will be provided via PDF from a download on the TDI Web Site.

B. Paid Training

When Client requests a dedicated trainer or requests that the trainer travel to the Client site, or when there are other circumstances wherein TDI cannot provide the training under the gratis provisions listed in A. above, Client will be required to pay for the relevant services. This may include trainer time, trainer travel costs, and/or materials required for class not provided via PDF.

C. Office Hours

TDI Trainers shall maintain regular office hours during which no classes are scheduled. Clients enrolled in any training class of any type may contact a trainer directly during office hours at no additional cost to ask questions or to seek individual assistance with the material being covered in the course they are attending.

Each trainer’s office hours will be published on the TDI Web Site. Office Hours shall be available on a first-come, first served basis subject to the limitations and exclusions defined below.

D. Tutoring

TDI Trainers are available for tutoring at no additional cost on Client designated topics outside of Office Hours and independent of any course in which Client may be enrolled. Tutoring appointments can be made through or may be initiated by the Assigned Representative based on trainer availability.

Tutoring shall be available on a first-come, first served basis subject to the limitations and exclusions defined below.

E. Education Services Limitations and Exlusions

TDI reserves the right to deny or limit education services for Covered Software under the following conditions:

1. In the interest of equal access for Clients, TDI reserves the right to limit the Trainer Office Hours used by Client.

2. In the interest of equal access for Clients, TDI reserves the right to limit the Tutoring Hours used by Client.

3. Training materials, when they can be provided at no actual cost to TDI, are gratis. If Client wishes to have pre-printed material, there will be a charge for production and shipping.

4. The agreement does not assume nor guarantee the availability of a trainer under any specific timeframe when Client wishes to pay for a dedicated trainer and or a trainer that will travel to Client Site.

V. Support/Maintenance/Education Fee

A. Fee Basis

The Support/Maintenance/Education (SME) Fee is an annual fee based on the “per record” value of Covered Software at the time of initial agreement or subsequent renewal. The “per record” value is determined by the prevailing standardized price list. For example, if the “per record” value of the software is 24.90 and Client owns 200 records and the SME fee in a given year is 15 percent, the SME fee will be calculated as 15 per cent of 200 records multiplied by $24.90, or $747.00.

If during the course of the maintenance period, Client acquires more record or additional components, the SME Fee will be recalculated based on the new “per record” value of the Covered Software. A pro-rated payment for the additional value for the remaining months of the agreement will be due at the time of that purchase.

B. Minimum Fee

There shall be a minimum fee of $695 even if the Fee Basis calculations, as indicated above dictate a lower number. TDI reserves the right to change this minimum value at any time as long as the change is applicable to all other relevant Clients at the same time.

C. Annual Increase

Due to inflation and the general cost of doing business, the SME Fee Basis will be increased up to 5% (five percent) annually when the SME is renewed. If the starting rate is 15%, then the rate at the start of the second year will 15.45%.

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Last updated: June 2015