1. Error Correction. TetraScience shall furnish available solutions to address verifiable and reproducible errors in the TetraScience System that prevent the TetraScience System from operating in material conformity with the applicable documentation (an “Error”). To address an Error, TetraScience may provide a workaround or, as applicable, TetraScience may also address an Error in a subsequent update or release of the TetraScience System at TetraScience’s discretion (“Error Correction”). If erroneous or inadequate information is provided, then TetraScience cannot be held accountable for delays in, or improper performance of, the Maintenance and Support Services. Under no circumstances does TetraScience warrant or represent that all Errors can or will be corrected.
2. Upgrades. TetraScience shall provide Customer with Upgrades at no additional charge. Delivery of Upgrades may be in the form of a digital download. Customer will provide TetraScience with a secured remote connection (e.g. VPN) to Customer’s infrastructure to implement upgrade. TetraScience is only obliged to provide support for the most recent version of their software. “Upgrade” is any minor or major upgrade, update, revision, service pack or patch, or hot fix to the TetraScience System which contains Error Corrections and may also contain certain new or improved functionality.
3. New Versions. TetraScience reserves the right to charge additional fees for a New Version. A “New Version” is a new version of the TetraScience System that includes or adds substantially new features to the TetraScience System, including new modules, new technology and/or any major enhancements.
4. Customer Obligations. In order for Customer to obtain the Maintenance and Support Services described herein, Customer shall fulfill the following obligations, failing which TetraScience is not responsible for performing Maintenance and Support Services, or their completion or results:
a. Customer shall promptly provide TetraScience all information, remote access and cooperation necessary for diagnosis of reported Errors, including the configuration of hardware and system operating software on the applicable hardware, the communication interfaces, insofar as these are significant for the TetraScience System, a log of components that have been changed by Customer since an Error has been identified by Customer, and a description of any specific programs which are used in conjunction with the TetraScience System, including software that runs on the host hardware.
b. Customer shall operate the TetraScience System in accordance with the recommended minimum hardware and third party software configuration provided by TetraScience, and shall maintain a back-up of the system on which the TetraScience System is installed. Customer shall be responsible for procuring, installing and maintaining all applications, equipment, telephone lines, communications interfaces and other hardware and software necessary to operate the TetraScience System and to obtain from TetraScience the Maintenance and Support Services set forth in this Agreement.
c. Customer shall appoint a representative responsible for coordinating Maintenance and Support Services, who (or whose proxy) shall be trained regarding the TetraScience System, and shall be available at all times during normal business hours. Customer shall notify TetraScience of the foregoing individuals and their respective ranks. All requests for Maintenance and Support Services shall be transmitted to TetraScience through such representatives. TetraScience shall not be obligated to honor any request for support from any person or entity other than such representatives of Customer.
d. Customer must provide experienced IT professionals with training regarding the TetraScience System to collaborate with TetraScience on fixing Errors and implementing any Error Correction, enhancement, solution, workaround or other such fix.
e. Customer shall reimburse TetraScience at TetraScience’s then current time and material rates for all work of TetraScience resolving issues that are determined not to be Errors. TetraScience shall only be obligated to provide Maintenance and Support Services with respect to the TetraScience System. TetraScience is not responsible for the configuration, maintenance or correction of third-party software, hardware or communications facilities. TetraScience shall have no liability to any third party.