United States - Software as a Service Agreement

Software as a Service Agreement

For TTEC Digital, LLC DBA Voice Foundry

Agent Desktop for Amazon Connect Application

This Software as a Service Agreement (“SaaS Agreement”) for Agent Desktop for Amazon Connect by TTEC Digital and its licensors is by and between TTEC Digital, LLC DBA VoiceFoundry, on behalf of itself and its commonly controlled affiliates (“Provider’) and the customer identified in an ordering document (“Customer”).

The service includes Provider’s Agent Desktop for Amazon Connect application (“Agent Desktop”) and related functional capabilities as defined below, which Customer will access via TTEC Digital Cloud Service Platform (“TDC”) (the “Service”). The Service also includes support from Amazon Web Service (“AWS”) resources and the TDC is hosted by AWS.

WHEREAS PROVIDER’S AGENT DESKTOP FOR AMAZON CONNECT APPLICATION IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. UNAUTHORIZED REPRODUCTION, DISTRIBUTION OR USE OF PROVIDER’S AGENT DESKTOP FOR AMAZON CONNECT APPLICATION, OR ANY PORTION OF IT, MAY RESULT IN CIVIL AND CRIMINAL PENALTIES, AND WILL BE PROSECUTED TO THE MAXIMUM EXTENT POSSIBLE UNDER THE LAW. PROVIDER’S AGENT DESKTOP FOR AMAZON CONNECT APPLICATION IS LICENSED, NOT SOLD.

WHEREAS CUSTOMER REPRESENT AND AGREE THAT: (i) CUSTOMER IS AUTHORIZED TO CONSENT TO THESE TERMS ON BEHALF OF THE CUSTOMER; AND (ii) CUSTOMER CONSENTS TO BE LEGALLY BOUND BY THE TERMS OF THIS SAAS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS SAAS AGREEMENT, CUSTOMER MAY NOT ACCESS AND USE PROVIDER’S AGENT DESKTOP FOR AMAZON CONNECT APPLICATION.

DEFINITIONS

“Access Credentials" means the usernames, passwords and other credentials enabling access to the Service, including both access credentials for the User Interface (“UI”) and access credentials for the API.

“Agent Desktop” (“AD”) means the application and related functional capabilities made available by the Provider to the Customer.

"API" means the application programming interface made available by the Provider to the Customer to access the Service.

"Business Day" means any weekday other than a bank or public holiday in the United States (CST) and Australia (AEST), adjusted for Daylight Savings as applicable.

"Business Hours" means the hours of 09:00 to 17:00 AEST/CST on a Business Day, adjusted for Daylight Savings as applicable.

“Conversations” means a separate third-party capability available for use with the Agent Desktop which performs the function of digital channel integrations and is licensed by Zendesk and terms available at  https://www.zendesk.com/au/company/agreements-and-terms/application-developer-api-license-agreement/.

"Customer Data" means all data owned by the Customer that is uploaded to, stored or transmitted by the Service on behalf Customer (excludes analytics data relating to the use of the TDC and log files).

“Documentation” means the documentation for the Service produced by Provider and delivered or made available to the Customer.

“Effective Date” means the date of execution or date this Agreement is accepted by Customer.

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars).

“Open Source Code” is software that is available for use with via an open source licence that shares the source code or human readable code, and allows anyone using the code on that licence to maintain and modify the code.

“Outbound Contact Manager” (“OCM”) is an additional module available for use with the Agent Desktop for an additional fee which performs the function of outbound dialling and campaign list management functions.

“Scheduled Callback” is an additional module available for use with the Agent Desktop for an additional fee which performs scheduling callback functions.

"Service Defect" means a defect, error or bug in the Service having a material adverse effect on the appearance, operation, functionality, or performance of the Service, but excludes any defect, error or bug caused by or arising as a result of:

(a)          any act or omission of the Customer or any person authorised by the Customer to use the Service;

(b)          any use of the Service contrary to the Documentation, whether by the Customer or by any person authorised by the Customer; and/or

(d)          an incompatibility between the Service and any other system, network, application, program, hardware or software not specified as compatible in the Service specifications.

"Support Services" means support in relation to the identification and resolution of errors in the Service but shall not include the provision of training services.

"Supported Web Browser" means the current release of any web browser that Provider agrees in writing shall be supported.

“Status Page” means the web page, which is provided for advising notifications of incidents, outages, maintenance, problem reports, service uptime and can be found by visiting https://status.voicefoundry.cloud

"TTEC Digital Cloud Service Platform” (“TDC”) means the platform managed by Provider and used to provide Provider’s Agent Desktop for Amazon Connect application to the Customer.

GENERAL TERMS

Grant of Licenses.

(a)           Upon for the Effective Date of this Agreement, Provider shall ensure the Customer is given Access Credentials necessary to enable the Customer to access and use the Service.

(b)           Subject to the terms and conditions of this SaaS Agreement and in consideration of the payment of the Service Fee (defined below), Provider and its licensors hereby grants Customer a nonexclusive, non-transferable, limited license, without right to sublicense, to install (if applicable), access and use of the Service for the subscription term specified in Customer’s order documents solely for Customer’s internal business purposes for use by Customer’s employees and contractors providing services exclusively on behalf of Customer and no other purpose. In the event Provider develops and releases a newer version of the Application, Customer is not entitled to such newer version under this SaaS Agreement.

(c)           Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement.

(d)           Customer acknowledges that Provider utilizes Open Source in the development of its applications, including Agent Desktop.

Customer Obligations:

(a)           Customer must ensure that any third party product or technologies it uses in connection with the Service are capable of interoperation with the TDC and must take all steps necessary to enable and maintain such interoperability throughout the term, including by acquiring any necessary approvals or API keys to enable such interoperation and undertaking any other reasonable measures required by Provider to provide Customer with the Service.

(b)           Provider’s access to the Customer 's computer hardware, software, networks and systems is solely to enable Provider to deploy and resolve any issues associated with the Service and is subject to prior written approval of Customer (not to be unreasonably withheld).

Data Privacy: 

(a)           For the purpose of this SaaS Agreement “Data Subjects” shall mean identified or identifiable persons to whom Personal Data relates.  For the purpose of this SaaS Agreement “Personal Data” shall mean any information relating to an identified or identifiable person.  For the purpose of this SaaS Agreement “Data Protection Laws” shall mean any applicable law or regulation concerning data protection that governs the processing of Personal Data under this Agreement.  Customer represents and covenants, on behalf of itself and its affiliates, that Customer or Customer’s end users (as the case may be) has (and shall have in the future) all rights, title, licenses and authorization in and to Personal Data as necessary to provide such Personal Data to Provider and has provided any and all notices to and received any and all consents from Data Subjects to allow Provider to provide the Service without violating the Data Protection Laws.  Customer agrees to indemnify and keep indemnified and defend at its own expense Provider against all costs, claims, damages, or expenses incurred by Provider or for which Provider may become liable due to any failure of Customer to comply with any of its obligations under Data Protection Laws (including, but not limited to, providing applicable notices to Client’s

(b)           Provider may store, use, reproduce, modify, and transfer to its subcontractors, Customer Data, solely for the purpose of delivering the Service under this Agreement.

(c)           Provider may store, use, reproduce, modify, and transfer data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, for its business purposes including but not limited to such purposes as:

1. data analytics;

2. performance baseline measurement and comparison;

3. quality assurance;

4. product and service improvement;

5. new product and service development;

6. Customer and the associated Contact Center as a Service (“CCaaS”) provider performance notifications;

7. support CCaaS providers for the purpose of issue investigation and service improvement;

8. inform best practice and other knowledge articles within the TDC and as part of external marketing activities; and

9. Provider must comply with Data Protection Laws in providing the Service.

Restrictions.

(a)           Customer may not (a) distribute copies of Provider’s Agent Desktop application to others, including but not limited to, consultants, affiliates, independent contractors, users or any other third party; (b) sell, loan, rent, lease, lend, transfer, assign or otherwise dispose to anyone else Provider’s Agent Desktop for Amazon Connect application; or (c) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on Provider’s Agent Desktop for Amazon Connect application. Customer shall use Provider’s Agent Desktop for Amazon Connect application only for lawful purposes and in compliance with all applicable laws, including privacy and data collection laws, and in compliance with the Documentation. Customer may be held legally responsible for any copyright infringement that is caused or incurred by Customer’s failure to abide by the terms of this SaaS Agreement. Except as expressly provided in this SaaS Agreement or by local law, Customer may not otherwise make copies of the Provider’s Agent Desktop for Amazon Connect application. Customer may copy such Documentation for its internal use only. IF CUSTOMER TRANSFERS POSSESSION OF ANY COPY OF THE APPLICATION, DOCUMENTATION OR RELATED MATERIAL TO ANOTHER PARTY IN VIOLATION OF THIS SAAS AGREEMENT, THE LICENSE SHALL BE AUTOMATICALLY TERMINATED.

Service Registration and Use Restrictions

(a)             Customer shall complete the sign-up process as directed by Provider who will issue one or more user administration level Access Credentials for the TDC (the “Accounts”). Customer shall be provided the following features:

1. Capability to create accounts within the customers integrated Amazon Connect Instance for use by Customer’s TDC users.

2. Customer will ensure that its TDC users only use the TDC through their chosen identity management platform.

3. Customer will ensure that the TDC is not used for fraudulent, disruptive or illegal purposes.

4. Customer will not share the Accounts with any other person and will not allow its TDC users to share their Account with any other person.

5. Customer will promptly notify Provider of any actual or suspected unauthorized use of the TDC.

6. Provider may suspend, deactivate, or replace any Accounts if it reasonably believes that the Account may have been used for an unauthorized purpose.

7. Customer acknowledges and agrees that it is responsible for the activities, charges and communications of its VSCP users and their compliance with this SaaS Agreement, including any guidelines and policies published by Provider from time to time.

8. Without limiting the generality of the foregoing, Customer will not, and will not permit any other person, including any Customer agents or Customer users to use or cause Provider or any third party to use the TDC to send, upload, collect, transmit, store, use, disclose or process any Customer Data:

• that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

• that does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display;

• that is false, intentionally misleading, or impersonates any other person;

• that is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;

• that is harmful to minors in any way or targeted at persons under the age of 16;

• that violates any applicable laws, or infringes, violates, or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

• that encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;

• disable, overly burden, impair, or otherwise interfere with servers or networks connected to the VSCP (e.g., a denial of service attack);

• attempts to gain unauthorized access to the TDC;

• use any data mining, robots, or similar data gathering or extraction methods, or copy;

• modify, reverse engineer, reverse assemble, disassemble, or decompile the TDC, or any part thereof or otherwise attempt to discover any source code, except as expressly provided for in this SaaS Agreement;

• use the TDC for the purpose of building a similar or competitive product or service; or

• use the TDC other than as permitted by this SaaS Agreement;

Support Services. Standard support for the Service is included in the applicable Service fee. Support Services are further defined in Schedule 1 to this SaaS Agreement and incorporated herein by reference.

Software Release Process. Provider generally maintains a quarterly release cycle of Provider’s Agent Desktop for Amazon Connect application. Release notes are added to the support portal and it is the responsibility of Customer to review such notes. Provider reserves the right to upgrade non production environments unless agreed in writing with the Customer. Where an out of schedule upgrade cycle may be required, the Provider may charge an additional change management fee.

Region. The Customer will agree and will be recorded within the order form, the region the Provider’s Agent Desktop for Amazon Connect application will be deployed in. The Provider may from time to time add or remove supported regions in alignment with Amazon Web Service’s Terms of Service which the Provider is also bound.

Environment Management. The Customer will agree and will be documented within the relevant order form, the number of environments that the Customer is entitled to. An Environment is deemed to be a one-to-one relationship with a Customer’s Amazon Connect instance Amazon Resource Names (ARNs). When Customer requires the Service to contain a non-production environment, the Customer is entitled to have the quantity of licenses less than or equal to 10% of their billed Service volume for a particular month.

End of Life (“EoL”). If, during the term of this Agreement, Provider desires to discontinue Provider’s Agent Desktop for Amazon Connect application, then Provider shall deliver to Customer notice to such effect as far in advance of the EoL as practicable but no less than 90 days. Such notice to Customer will include (a) date of no new sales, seats, or renewals of Provider’s Agent Desktop for Amazon Connect application can be purchased; (b) guidelines for end of Provider’s Agent Desktop for Amazon Connect application maintenance, including a timeline of transitions from full support to limited support (no product fixes or enhancements), break-fix only; and (c) date of the end of discontinued support of Provider’s Agent Desktop for Amazon Connect application in its entirety.

Ownership. All title and intellectual property rights in and to the Provider’s Agent Desktop for Amazon Connect application (including but not limited to any images, photographs, animations, video, audio, music, text and “applets”, incorporated into the Application), the Documentation and any copies of Provider’s Agent Desktop for Amazon Connect application or Documentation are owned by Provider. Customer agrees that no title to the Provider’s Agent Desktop for Amazon Connect application or Documentation is transferred to it, and that all rights not expressly granted to Customer hereunder are reserved by Provider.

Term. This SaaS Agreement will become effective upon signature by Provider and Customer and shall continue in full force and effect from the date hereof until terminated in accordance with the terms of this SaaS Agreement.

Service Fee. Customer will pay Provider or its permitted reseller (as may be required by the Provider) the Service fees (the “Service Fee”) set forth in relevant order documents. Customer must have a signed order document prior to installation of or access to the Service. In addition, Customer must have accepted this SaaS Agreement prior to Provider initiating the VSCP Accounts.

1. Customer may suspend the provision of the Service if any amount (except for disputed amounts) due to be paid by the Customer to Provider under this Agreement is overdue, and Provider has given to the Customer at least 30 days' prior written notice, following the amount becoming overdue, of its intention to suspend the Services on this basis.

Quality of Services. Provider represents and warrants:

1. the Services shall be diligently performed with competent and skilled personnel in a good workmanlike manner, consistent with good industry practice;

2. the Services shall be complete, free of material defects in design and shall meet the specifications;

3. the Services and every component of them shall fully comply with all laws; and

Service Inclusions & Exclusions: Provider features require specific AWS services to be operated from a Customer’s AWS instance, any costs associated with these services and any others residing within a Customer’s AWS account are the sole responsibility of the Customer.

Use Audit. Provider may, upon fifteen (15) business days advance notice and at its expense, conduct an audit, during Customer’s normal business hours, of Customer’s use of the Service and Documentation to verify compliance with this SaaS Agreement. Customer shall provide Provider or an authorized representative with access to records, hardware and employees in order to perform the audit.

Assignment/Sublicense. Neither this SaaS Agreement nor any rights or obligations under this SaaS Agreement, in whole or in part, shall be sublicensed, assigned or otherwise transferred by Customer and any attempt to do so will be null and void.

Termination. If Customer fails to comply with any term(s) of this SaaS Agreement, Customer’s rights under this SaaS Agreement will terminate automatically without notice from Provider.  Upon termination and regardless of cause, (i) Customer shall immediately uninstall the Application from its network environment and destroy all copies of the Documentation and any related materials in Customer’s possession (as applicable); and (ii) no refund or credit of any prepaid license fees will be issued by Provider.  Sections 4, 5, 12 and 20 – 27 shall survive the expiration or termination of this SaaS Agreement and shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this SaaS Agreement.

Limitation of Liability. NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS, LICENSORS AND SUPPLIERS, SHALL HAVE ANY LIABILITY TO THE OTHER PARTY WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR PUNITIVE LOSS, DAMAGE, OR EXPENSES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, DATA, REVENUE, PROFITS, OR USE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THEY ARE FORESEEABLE. IN NO EVENT SHALL THE CUMULATIVE AMOUNT OF LICENSOR’S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) TO CUSTOMER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE APPLICATION, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, AND RELATED CONTENT THROUGH THE APPLICATION OR OTHERWISE ARISING OUT OF THE USE OF THE APPLICATION OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY AND ALL CLAIMS SHALL NOT IN THE AGGREGATE EXCEED THE FEES PAID BY CUSTOMER TO LICENSOR PURSUANT TO THE TERMS OF THIS AGREEMENT DURING THE PREVIOUS 12 MONTHS, WITH RESPECT TO THE APPLICATION.

Indemnification. Customer agrees to indemnify, defend and hold harmless Provider, together with its officers, directors, employees, licensors and agents against any liability (including reasonable attorneys’ fees) arising out of any claim made against Provider arising out of or related to (i) Customer’s business methods or processes or any of its data used with or input to Provider’s Agent Desktop for Amazon Connect application, or (ii) Customer’s use of Provider’s Agent Desktop for Amazon Connect application or Documentation in violation of this SaaS Agreement including, but not limited to, any claim that Customer’s unauthorized use infringes the intellectual property rights (including, but not limited to, patent, trademark and copyright rights) of any third party. Customer will bear the expense of such defense and pay any damages and attorneys’ fees that are attributable to such claim.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND DOCUMENTATION ARE DELIVERED “AS IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND BY EITHER PROVIDER OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, DISTRIBUTION OR DELIVERY OF THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RELIABILITY, ACCURACY, COMPLETENESS, SECURITY OR SUITABILITY OF ANY OF THE MATERIAL CONTAINED WITHIN THE SERVICE OR DOCUMENTATION. LICENSOR MAKES NO WARRANTY THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION, OR WILL MEET CUSTOMER’S REQUIREMENTS. THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Confidentiality. Customer acknowledges that Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of Provider and agrees that Customer will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than disclosure to Customer’s authorized employees and agents who are bound to maintain the confidentiality of the Confidential Information. Customer shall notify Provider in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. Customer shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. Customer shall not duplicate any material containing Confidential Information except as authorized by Provider in writing. Customer shall return all originals and copies of materials containing Confidential Information upon termination of this SaaS Agreement for any reason whatsoever. The term “Confidential Information” means any and all of Provider’s trade secrets, confidential and proprietary information and all other information and data of Provider that is not generally known to the public or other third parties who could derive economic value from its use or disclosure, including, but not limited to, the Application. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, Customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observations.

Independent Contractors. The parties to this SaaS Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this SaaS Agreement. Neither party shall have the power to obligate or bind the other party.

Governing Law; Venue. This SaaS Agreement will be interpreted in accordance with the laws of the State of New York, without regard to principles of conflicts of law. All disputes arising out of or related to this SaaS Agreement, and any document issued hereunder, shall be brought in the state or federal courts with appropriate subject matter jurisdiction located in New York County, New York. This venue shall be the sole and exclusive forum for any litigation and the Parties waive any objection to the exclusive jurisdiction thereof, including Forum Non-Conveniens. The Parties hereby waive any and all rights to a jury trial for any dispute.

Publicity: During the term, Provider may use Customer logo made available to Provider by Customer, solely in connection with marketing, advertising, and promotion of the Provider’s Agent Desktop for Amazon Connect application, including listing Customer on Provider’s website, subject to review and prior written approval by Customer as to each such use (not to be unreasonably withheld). Provider will comply with any trademark usage guidelines provided by Customer. The rights granted hereunder may be revoked at any time under the following conditions: (i) with 7 days prior written notice from Customer to Provider; (ii) this SaaS Agreement terminates; or (iii) in the reasonable opinion of Customer, the continued display of Customer’s logos on Provider’s website would cause a materially adverse effect on Customer’s business and the goodwill associated therewith.

Miscellaneous. The waiver of any breach of this SaaS Agreement by either party shall not constitute a continuing waiver or a waiver of any subsequent breach of this SaaS Agreement. If any term or provision of this SaaS Agreement shall be held invalid or unenforceable, the remainder of this SaaS Agreement will not be affected and each such term or provision of this SaaS Agreement shall continue to be valid, binding and enforceable to the fullest extent permitted by law, except to the extent that such unenforceability may deprive a party of the benefits reasonably expected by that party as an inducement to enter into or to renew this SaaS Agreement. Neither party shall be in default by reason of any failure in performance of this SaaS Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, labor, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes. This SaaS Agreement (a) constitutes the entire agreement between Provider and Customer relating to the Application; (b) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (c) prevails over any conflicting or additional terms of any order, acknowledgement, or similar communication between parties during the term of this SaaS Agreement. No modification to this SaaS Agreement will be binding, unless in writing and signed by a duly authorized representative of the parties. This SaaS Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same SaaS Agreement.  The exchange of a fully executed by facsimile or email (whether digital or encrypted) shall be sufficient to bind the parties to the terms and conditions of this SaaS Agreement and shall have the same force and effect as manual signatures.  

SCHEDULE 1 (Support Services)

This Schedule 1 outlines the Provider’s Support Services

a.               Provider will make available to Customer existing Service management activities on its TDC Status Page.

b.               Provider will publish monthly uptime reports on the TDC Status Page, which shall include, but not be limited, to the performance of the Service.

c.               The information published on the TDC Status Page includes:

i.                  Service availability.

ii.                  Issues and incidents.

iii.                 Security notifications.

iv.                  Amazon availability - AWS Service Health Dashboard, Change logs and release notes

d.               Customer shall appoint a designated authority for approvals and supply a list of users who will need access to the Status Page.

e.               Customer shall update the Provider should the users access need termination

f.                If the Customer becomes aware of any urgent concerns relating to the Provider Service or Support Services, which the Customer reasonably believes require immediate attention, the Customer must advise the Provider as soon as possible.

Support Services

a.               Customer shall issue a support ticket as soon as practical upon becoming aware of reasonable grounds to suspect that the Service, or Customer's access thereto, is not operating in accordance with this Agreement.

b.               The Support Services will be offered during Business Hours and tickets must be submitted via the Providers' Support Services Portal to ensure timely response and management of Customer’s support request(s).

c.                The Customer must ensure that all requests for Support Services that it may make from time to time are made through the above contact points or Provider will not be obligated to respond to any Support Services requests made by any other means and must follow the instructions provided on the VSCP Status Page for critical and serious incidents

  Response and resolution

a.                Upon receipt of a Support Services request under clause 1 of this Schedule, Provider and Customer will determine which Severity Level is applicable to the underlying issue.

b.              Provider will use reasonable endeavors to provide an initial response to the Support Services requests promptly and in any event within the corresponding timeframe set out below:

c.                The initial response will set out the anticipated timeframe for resolution of the issue raised in the Support Service Requests. To the extent commercially practical, the Provider will use reasonable endeavors to provide a Final Resolution to the underlying issue promptly in proportion to the applicable severity level.

d.              If the Customer becomes aware of any urgent concerns relating to the VSCP or Support Services, which the Customer reasonably believes require immediate attention by the Provider’s management team, the Customer agrees to submit a Severity 1 ticket via the support portal as listed on the Status Page, and contact the Service Desk via phone. Severity 1 incidents are only acknowledged by the Customer phoning the support desk, and will not be accepted via any other means.