Technical Support and Maintenance Policy

1. Policy Coverage

• Validity: This Policy governs the Customer’s installation, operation and/or remote access and use of the Software for the permissible duration of such use, per the applicable Order. The term of this Policy shall be automatically extended if the term of the underlying Order is also extended.
• Scope: This Policy does not apply to any software, equipment, or services not purchased from Accern, nor to any of Customer’s other infrastructure or IT security settings. Unless Customer licenses the Software in Accern’s SaaS deployment model, Customer bears full responsibility for the installation and hosting of the Software (including the installation of any maintenance updates, except to the extent that Accern provides installation services). Customer’s responsibility extends to any technical or performance or compliance issues associated with hosting.
• Exclusions: Accern shall not be obligated to provide support for the Software if the Software is used in a manner contrary to Accern’s then current documentation, or if any Error reported by Customer is found by Accern to be due to a cause other than the Software functionality delivered by Accern. The Policy does not apply if the Customer is in breach of the Agreement or of any Order.

2. Support Contacts

• Customer will contact Accern technical support at support@accern.com to report any Error.
• Customer may contact Accern technical support by emailing support@accern.com to request information regarding the use, configuration or operation of the Accern Software and of related tools running on any supported environment.
• As part of any Order execution process, Customer will provide Accern with a primary technical support contact for any support-related communications with Accern, and promptly advise Accern of any changes.

3. Incident Management

• Accern will use commercially reasonable efforts, commensurate with the severity and impact of an Error affecting the operation of the Software so that the Software will perform substantially consistent with its documentation.
• Customer shall conduct reasonable and adequate research with respect to any reported Error or related issue prior to contacting Accern for assistance. Customer will respond promptly to all reasonable Accern requests for information, documentation, technical assistance, and other assistance regarding any such Error.
• Each reported Error will be logged, prioritized, and tracked by Accern as an incident, using a tracking number for Customer to reference when contacting Accern about the incident. An incident will remain open until the incident is resolved or a mitigation plan has been defined.

Incident Response and Status Reporting

With Customer's written permission, Accern may access system logs and application logs held by Customer for the sole purpose of providing proactivesupport and Error correction. This may require a remote network connection to the Customer’s instance of the Software, or Customer can establish an offline means of getting this information to Accern personnel in a manner conducive to providing efficient support (e.g. posting logs to a secure ftp site).

Incident Prioritization

The priority level of a reported Error will be determined by Accern in its discretion. Accern will use reasonable efforts to deliver a solution or a mitigation plan to correct any reported Error as follows:

[NOTE: Customized support offerings are available on request.]

For the purposes of this Section 3:

• Accern is deemed to have responded to an Error when it has replied to the Customer or the Authorized User’s initial request or report. The response must be in the form of an email or telephone call to the Customer.  Response times are measured from the time the Customer submits a support request via email to the support contact established for this purpose; and
• an Error is deemed to be resolved when the functionality that was impaired by that Error is restored.  Accern may resolve an Error either by a work-around or by using a permanent solution. If a work-around is employed, the priority of the issue will be reassessed and may change.

4. Service Commitment

Accern shall:

• make the Software available to the Customer with a Monthly Uptime Percentage (as defined below) of at least ninety-seven-point five percent (97.5%) during any month of the Term;
• respond to Errors, in accordance with the incident prioritization schedule in this Agreement
• resolve Errors, in accordance with the incident prioritization schedule

collectively, the "Service Commitment". If Accern does not (a) meet the Service Commitment for three (3) consecutive months, or (b) a reported Error remains unresolved from more than 72 hours (except due to a Force Majeure), the Customer may terminate this Agreement pursuant to Section 4.2(b) of the Terms of Use.

5. Software Maintenance

• Accern may, in its discretion and during the Term of an applicable Order, make available to Customer updates and/or upgrades to the Software or any other materials provided by Accern.
• Accern does not warrant, and Customer acknowledges that it is not relying on any representation that the operation of the Software will be uninterrupted or error-free, or that errors will be corrected, or that Accern will update or upgrade the Software.

6. Availability and Changes

• Accern will use reasonable efforts to notify Customers who use the Software in the SaaS deployment model proactively of any Software unavailability due to scheduled maintenance windows, or promptly upon the occurrence of any emergency outages.
• Customer acknowledges that Software provided in the SaaS deployment model is subject to change over time. Accern will use reasonable efforts to announce such changes to Customer through the technical support channels described in this Policy.

7. Supporting Definitions

• “Business Day” means Monday through Friday (Eastern Standard Time, USA), excluding holidays observed by Accern.
• “Business Hours” means 9:00 a.m. to 5:00 p.m. (Eastern Standard Time, USA) on Business Days.
• “Error” means any functional non-conformity, malfunction, or continuing unavailability incident reported by Customer, which affects the operation of the Software.
• “Monthly Uptime Percentage” means the availability of the Software calculated by subtracting from all minutes in the month, the total minutes during which the Software is unavailable for use in that month (“Downtime”) and dividing that result by all minutes in the month.  For clarity, the formula is as follows: All minutes in month – Total Downtime in month) / All minutes in month. Downtime shall include planned and unplanned unavailability of the Software, unless notice of the planned unavailability (for maintenance or otherwise) has been previously given to the Customer.