Perenso Support Services Policy

Updated and effective from 21^st November 2022

1. INTRODUCTION

1.1 You are eligible to receive Support Services in respect of your Perenso Products only if you have an active Agreement, remain current on all applicable Access Fees, Support Fees and any other fees payable by you to Perenso in respect of your Perenso Products, and are otherwise compliant with your applicable contractual obligations to Perenso. Otherwise, you are not eligible to receive Support Services, unless we agree separately in writing.

1.2 This Policy governs the supply by Perenso of the Support Services described below and any and all use by you of those Support Services. This Policy is part of your active Agreement with Perenso with regard to your Perenso Products, and is binding on and from the date your active Agreement commenced or the date we provided you with access to your Perenso Products (whichever is earlier). It is your responsibility to read and understand these terms.

1.3 By entering into your active Agreement and/or by accessing or using your Perenso Products or the Support Services (as applicable), you agree to be (and are deemed to be) bound by this Policy.

1.4 This Policy may be updated by Perenso from time to time, in its sole discretion, upon notice to you (including by posting an updated version on the Website), however such updates will not result in a material reduction in the level of Support Services provided for which Access Fees and Support Fees (if applicable) have been paid.

1.5 To the extent of any inconsistency between the terms of your active Agreement and the terms of this Policy, the terms of the active Agreement prevail.

1.6 Unless otherwise defined in this Policy, terms defined in your active Agreement have the same meaning when used in this Policy. Defined terms used in this Policy include the following:

“Active Agreement” means you have accepted and remain bound by the applicable Terms of Use, or you have entered into a SaaS Agreement directly with Perenso and that agreement remains current and binding on you, in respect of your Perenso Products (and so a reference to your active Agreement in this Policy is a reference to those Terms of Use or that SaaS Agreement (each of which comprises an agreement between you and Perenso) as the case may be).

“Additional Support Services” means any Support Services performed by Perenso at your request in accordance with sections 3 and 4 below (but excluding any Standard Support Services).

“Available Functionality” means the functionality which is generally available and provided by Perenso as part of the relevant Perenso Product as described in your active Agreement and the applicable Documentation for the SaaS Service.

“Client” or “you” means the Client (as described in your active Agreement).

“Client Technologies” means any non-Perenso Software installed in Client, User, subscriber or customer workstations or other Client, User, subscriber or customer environments.

“Documentation” means the specifications and user documentation made available by Perenso at the Website from time to time in respect of your Perenso Products and/or the Support Services, as those specifications and documentation may be updated by Perenso from time to time.

“Incident” means a reproducible error or problem with the SaaS Service that prevents the Available Functionality from operating in accordance with its Documentation.

“Non-Production” means a test, sandbox, staging, or development service environment where untested changes are performed outside of a Production environment.

”Parties” means Perenso and you.

“Perenso” or “we” or “us” means Perenso Inc., a company incorporated and existing under the laws of Colorado.

“Perenso Products” means the online, web-based version of the Perenso products made available to you under your active Agreement (which may include the Perenso Field Sales order entry SaaS application, incorporating the Software, the Databases, and the downloadable app as made available by Perenso from time to time).

“Production” means the “live” SaaS Service environment where the Available Functionality processes data on a real-time basis.

“SaaS Maintenance” means the maintenance of the SaaS Service provided under this Policy.

“SaaS Service” means the provision by Perenso of your Perenso Products provided under the terms of your active Agreement.

“SaaS Subscription” means your SaaS subscription for your Perenso Products provided under the terms of your active Agreement.

“Standard Support Services” means the Support Services described in section 2 of this Policy.

“Support Fees” means the Support Fees as described in your active Agreement or, if no Support Fees are described in your active Agreement, means the Support Fees described in this Policy as may be amended from time to time in accordance with this Policy.

“Support Services” means the support services provided by Perenso to you, under the terms of your active Agreement, as described in this Support Policy or as otherwise agreed between you and us, as such services may be further described on the Website.

“Terms of Use” means the Terms of Use for the applicable Perenso Product as published on the Website, and as amended by Perenso, from time to time.

“Website” means the Perenso website at www.perenso.com (or the applicable pages as the case may be), or such other URL as notified by Perenso from time to time.

“you” or “Client” means the Client (as described in your active Agreement), and “your” has the corresponding meaning.

2. STANDARD SUPPORT SERVICES

2.1 Support & Maintenance

Your active Agreement identifies the type of Standard Support Services purchased for each SaaS Subscription, the duration of such Standard Support Services (the “Support Term”) and the applicable fees for the Standard Support Services. Standard Support Services will be performed in a timely and professional manner by qualified support engineers and includes:

(a) Direct access to Perenso Support and the ability to open and manage support Incidents via the Perenso Support portal (https://www.perenso.com/perenso-customer-support)

(b) Production environment support: 24x7x365 for Severity 1 Incidents; normal business hours in Colorado, USA for Severities 2-4.

(c) Non-Production environment support during normal business hours in Sydney Australia.

(d) Access to Perenso Support Online (http://hello.perenso.com) for 24x7x365 online support and access to Perenso Documentation, FAQs, samples, webcast recordings and demos, usage tips, technical updates as such are made available by Perenso on the Website.

(e) Interactive remote diagnostic support allowing Perenso Support engineers to troubleshoot securely through a real-time browser-based remote control feature.

2.2 Service Level Objectives: Response Times

(a) Perenso will use reasonable efforts to meet the Service Level Objectives stated in the table below and will provide continuous efforts to resolve Severity 1 service Incidents.

(b) For Severity 1 Incidents, Perenso will work 24x7x365 until the Incident can be downgraded to a lower severity.

(c) For Severity 1 Incidents, your Support Contact(s) must be available at all times via telephone and online to provide Perenso with relevant and requested information, data gathering and testing necessary to resolve the Incident.

(d) Severity 2-4 calls can be logged with Perenso on a 24 hours per day, 7 days per week, 365 days per year basis and will be responded to during published business hours in Colorado as per the Service Level Objectives table below.

(e) Perenso will allocate a Severity Level to each Incident reported to Perenso, in accordance with the above table.

(f) If you decide to implement Client Technologies, you will be responsible for the successful installation and implementation of such third-party technologies within the recommended environments specified in the Documentation, as applicable.

(g) You will utilize telephone, Perenso Support Online or other site or notification mechanisms as Perenso may designate from time to time, to notify Perenso of system availability issues, or request other in-scope maintenance and support assistance.

2.3 Your Responsibilities

(a) In order to receive Standard Support Services and maintenance, support requests must be in English and contain all pertinent information, including but not limited to, Client number or site identification number, suggested Incident severity, SaaS Service and Perenso Product name, area of Service (Production or Non-Production identified by URL), Incident description, and a technical contact familiar with your environment or the problem to be solved. You must make reasonable efforts to communicate with Perenso in order to verify the existence of the problem and provide information about the conditions under which the problem could be duplicated.

(b) As set forth above, for Severity 1 Incidents, your Support Contact(s) must be available at all times via telephone and online to provide Perenso with relevant and requested information, data gathering and testing necessary to bring the Incident to resolution.

(c) Your Support Contacts should be fully trained in the use and application of the Available Functionality, and should be either responsible for maintaining any required Perenso or Client software or have direct access to those who do.

(d) You may be required to upgrade to a supported third party software product or release, hardware platform, framework, database or operating system configuration as approved or certified in Perenso's published specifications to receive Standard Support Services and maintenance from Perenso.

3. EXCLUSIONS AND OTHER FEE-BASED SUPPORT SERVICES

3.1 Support & Maintenance Exclusions (out-of-scope)

(a) Consulting services, assistance with system design, product training, education, termination and migration assistance are NOT provided as part of your SaaS Subscription or Standard Support Services.

(b) Installation and/or upgrade services of any Client Technologies will NOT be provided as part of your SaaS Subscription or Standard Support Services.

(c) Customizations to the version of Available Functionality provided under your SaaS Subscription will NOT be provided as part of your SaaS Subscription or Standard Support Services.

(d) Perenso shall NOT be obligated to provide technical support for Client Technologies, Perenso Software that is not used in accordance with the Documentation, configuration modifications to the Available Functionality, training, customer-generated scripts, custom reports and other content, custom code provided by you or any third party or otherwise not part of the Available Functionality or problems associated with software products running on unsupported hardware, operating systems, or third party software.

(e) The following events are examples of tasks that are out-of-scope Support Services and are chargeable to the Client:

       (i) User password resetting;

       (ii) All hardware support;

       (ii) Client requested modifications; and

       (iv) Retrieval of loss of data by Client.

(f) In addition, for the avoidance of doubt, the Standard Support Services do not include (and the following are out-of-scope Support Services and are chargeable to the Client):

       (i) correction of defects or errors caused by:

            (A) the use of the Perenso Product other than in a manner authorised by Perenso or specified in any Documentation;

            (B) modification, revision, variation, translation or alteration of the Perenso Product or Software not authorised by Perenso;

            (C) failure by Client or a User to provide suitably qualified and adequately trained operating and programming staff for the operation of the Perenso Product; or

            (D) hardware or equipment fault; or

       (ii) any failure of the Perenso Product or the Services to be in substantial conformity with the applicable Documentation, caused by Client, any third party application or any other cause outside the control of Perenso; or

       (iii) equipment maintenance; or

       (iv) diagnosis or rectification of defects or faults not associated with the Perenso Product; or

       (v) any training.

(g) Any such out-of-scope work will be entirely the responsibility of and at the cost of Client and will only be performed by Perenso if agreed by Perenso and in accordance with section 3.2 below as Additional Support Services and charged to Client as described in section 4.2 below.

3.2 Additional Support & Maintenance (for out-of-scope work)

(a) Customizations to the version of Available Functionality provided under your SaaS Subscription, and any other out-of-scope support services, may be provided under a separate fee-based Professional Services agreement with Perenso, as determined by Perenso.

(b) You may be required to upgrade to a supported third party software product or release, hardware platform, framework, database or operating system configuration as approved or certified in Perenso's published specifications to continue receiving technical support services from Perenso.

(c) At Perenso’s sole discretion, Perenso may make other fee-based tiers of Support Services and maintenance or SaaS Subscription offerings available that provide specific, customized, and/or more comprehensive forms of enhanced support and maintenance.

4. SUPPORT FEES

4.1 For Standard Support Services

Unless otherwise stated in your active Agreement, the Support Fees payable for Standard Support Services are included in your Access Fees.

4.2 For Additional Support & Maintenance (for out-of-scope work)

Unless otherwise stated in your active Agreement, the Support Fees payable for any Additional Support Services (for out-of-scope work or any support and maintenance services other than Standard Support Services) requested by you, under a Professional Services agreement with Perenso or otherwise, shall be charged to you and payable as follows:

(a) any such support is charged to the Client at $50.00 plus applicable sales taxes per 15 minute block (or part thereof) of Perenso support staff time when engaged in providing the Additional Support Services (excluding the Standard Support Services);

(b) any direct costs incurred by Perenso in providing the Additional Support Services shall be charged to the Client at cost to Perenso. These Support Services costs may include, but are not limited to, communications, transport, subsistence and accommodation;

(c) these fees and costs will be due and payable by Client, and will be invoiced by Perenso, monthly in arrears; and

(d) the Client must pay these fees and costs by direct deposit to the Perenso bank account as notified by Perenso from time to time within 14 (fourteen) days from the date of issue of the invoice by Perenso.

Fees applicable to other fee-based tiers of Support Services and maintenance or SaaS Subscription offerings made available by Perenso from time to time will be as outlined in the service agreement applicable to that service tier.

© Perenso Inc.