Supplemental Terms for Support Services

1.   Supplemental Terms for Support Services

Company will prove certain support services relating to the Company Offerings (“Support Services”) for Customer in accordance with the General Terms and Conditions of Sale (the “Agreement”) as supplemented by these Supplemental Terms for Support Services ("Supplemental Support Services Terms"). In the event of a conflict between these Supplemental Support Services Terms and the Agreement, these Supplemental Support Services Terms prevail. Capitalized terms not otherwise defined in these Supplemental Support Services Terms have the meanings ascribed to them in the Agreement.

2.  Definitions

2.1.   “Advanced Porting Kit” means source code that may be provided to allow the Company Offerings to function on a specific computing device, board or target platform.

2.2.   “Customer Support Contact” means the individual(s) designated in the applicable Ordering Document and entitled to Support Services.

2.3.   "Dedicated Support Manager” means a Company point of contact who is responsible for tracking Customer support requests through Company’s internal processes.

2.4.   “End of Life Product” means a Company Offering that is at least seven (7) years from the Company Offering release date, but has not been declared an Obsolete Product. Company, in its sole discretion, shall determine when the Company Offering becomes an End of Life Product. Company shall provide written notice to Customer twelve (12) months prior to making a determination that a Company Offering becomes an End of Life Product.

2.5.   “Generally Available Products” means Company Offerings that are less than seven (7) years from the Company Offering release date.

2.6.   “Non-Standard Platform” means a platform other than what is identified in the release notes of the Company Offering.

2.7.    “Obsolete Products” means Company Offerings that have been determined by Company, in its sole discretion, to no longer be End of Life Products. Company shall provide written notice to the Customer twelve (12) months prior to making a determination that a Company Offering becomes an Obsolete Product.

2.8.   “Point Patch Updates” means corrections of defects associated with a specific release of the Company Offering.

2.9.   “Reference Platform” means a platform that has been extensively tested and is identified in the release notes of the Company Offering.

2.10.   “Release Updates” means releases that add functionality to a specific version of the Company Offering.

2.11.   “Release Upgrades” means new releases of the Company Offering containing significant enhancements, new features or functionalities.

2.12.   “Source Code” means human-readable text written in a specific programming language. For the purposes of Support Services, this term includes the source code underlying the Company Offering including any Release Updates and Release Upgrades.

2.13.   “Validated Platform” means a platform that has been tested to conform with basic product features. Validated Platforms are identified in the release notes of the Company Offering and may require more configuration tuning by the Customer’s developers or system administrators.

3.  Support Services

3.1.    In consideration of the applicable fees paid by Customer as specified in an Ordering Document, Company shall provide the following Support Services, during normal working hours, in support of the Licensed Software Products, to the person(s) designated as a Customer Support Contact:

3.1.1.    General. For Generally Available Products, Company shall provide Release Updates. Company shall not be obligated to develop or provide Release Updates according to any pre-determined schedule. Customer acknowledges that a Release Update implementation may require recompilation of files, and/or making other changes necessitated by the added functionality. Company shall provide Customer with one copy of each new Release Update, without additional charge. Release Updates shall be provided electronically.

3.1.2.    Subscriptions. For Generally Available Products that are licensed under a subscription license, Company shall provide Release Upgrades. Company shall not be obligated to develop or provide Release Upgrades according to any pre-determined schedule. Customer acknowledges that a Release Upgrade implementation may require recompilation of files, and/or making other changes necessitated by errors correction and/or the added functionality. Company shall provide Customer with one copy of each new Release Upgrade, without additional charge. Release Upgrades are included for the quantity of licenses under support. Company shall not be obligated to develop or provide Release Upgrades according to any pre-determined schedule. 

3.1.3.    Platform Support. Company shall provide Support Services for the Reference Platforms. For Non-Standard or Validated Platforms, Customer shall arrange a separate engagement with Company to obtain Support Services. 

3.1.4.    Change of Milestones. For Generally Available and End of Life Licensed Software Products, Company shall provide Point Patch Updates in the event that Customer requires an issue to be addressed prior to the next Release Update. For Obsolete Products, Company may, in its sole discretion, make commercially reasonable efforts to provide point patches on an as-needed basis as defined under a separate engagement with Company. 

3.1.5.    Acceptance. Company shall provide Customer with access to a Support Services portal where Customer Support Contact shall submit Support Services tickets and track Support Services issues. Upon receipt of a Customer inquiry, Company shall perform a priority assessment to determine the priority level to be assigned to each inquiry.

3.2.    Not Included. The following are not included as part of the Support Services:

3.2.1.    Assistance with the theory of operation and/or the functioning of the internals.
3.2.2.    Participation in and/or assistance with the design process.
3.2.3.    Application, Library or Device Driver programming and/or code generation.
3.2.4.    Generation of custom software.
3.2.5.    Support Services for the new platform that is enabled by the Customer’s use of the Lynx Advanced Porting Kit.
3.2.6.    Support Services for any binaries or object files which have been built from modified Source Code.
3.2.7.    Basic training on OS, UNIX and/or programming fundamentals.

3.3.    Frozen Branch. Subject to the payment of applicable fees, for Generally Available and End of Life Products, Customer has an option to request that Company back up and maintain a Customer-identified source code repository branch, including the development tools and infrastructure used to create the Lynx products that are based on that source code (a “Frozen Branch”). Explicitly excluded from Support Services for the Frozen Branch are the following:

3.3.1.    New or current-feature back-porting or retrofit
3.3.2.    New feature enhancements
3.3.3.    Updates to the host tool chain(s)
3.3.4.    Assisting Customer with developing new application(s)

4.  Response and Correction Schedule

4.1.    During normal working hours (exclusive of Company’s regular holidays), Company shall use due diligence and apply commercially reasonable efforts to respond to Customer inquiries according to the response times as specified in Exhibit A attached hereto, based on the applicable level of support purchased pursuant to an Ordering Document.
4.2.    Following completion of the development of the error correction or resolution, Company shall provide the solution to Customer through a resolution or error correction remedy consisting of sufficient programming and operating instructions as required to complement a solution.
4.3.    Company may, in its sole discretion, include the resolution or error correction in subsequent Point Patch Updates to the Software.
4.4.    In some cases, the Software may not conform to the supporting documentation because of a documentation error, rather than a software error, in which case Company shall provide corrections to be applied to the supporting documentation.
4.5.    Customer shall supply all information reasonably necessary for Company to duplicate the reported problem. Upon receipt of such information, Company shall duplicate the problem. Once the problem has been duplicated by Company, the Target Resolution Period shall commence.

5.  Customer Responsibilities

5.1.    Customer shall be responsible for procuring, installing, and maintaining all equipment, telephone lines, communications interfaces and other hardware and software necessary to operate the Company Offerings and to receive the Support Services from Company.

5.2.    Customer shall supply pertinent configuration data and additional information reasonably necessary for Company to duplicate and prioritize any problems reported by Customer. That is, in the event of an Error, Customer shall provide a sample program separate from Customer’s product(s), which, when executed in conjunction with the Company Offerings on a Reference Platform, clearly illustrates the problem. Customer shall prioritize, in accordance with the relevant priority level, any such problem submitted to Company for resolution. Customer shall supply any additional information reasonably requested by Company and Customer shall make appropriate resources available to assist in the problem identification and resolution. Customer acknowledges that Company shall not be responsible for correcting any difficulties or software errors arising from the Customer's modifications to the Company Offerings or Point Patch Updates. Customer shall apply a test Point Patch Update to ensure that compatible support is provided.

5.3.    Customer shall designate and maintain a maximum of three (3) trained Customer Support Contacts.

6.  Warranty/Disclaimer

6.1.    Warranty. Company warrants that the Support Services will be performed in a professional and workman-like manner consistent with applicable industry standards. If Company receives written notice from Customer of non-conformity with the performance of the Support Services set forth herein, Company will, as Customer’s sole and exclusive remedy and Company’s entire liability for any breach of the foregoing warranty, at Company’s sole option and expense, promptly re-perform any Support Services that failed to meet this limited warranty.

6.2.    Disclaimer. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 6.1 ABOVE, COMPANY PROVIDES THE SUPPORT SERVICES “AS IS.” COMPANY DOES NOT WARRANT THE RESULTS OR THE PERFORMANCE OF THE SUPPORT SERVICES ON ANY PROJECTS, EQUIPMENT OR APPLICATIONS NOT SUPPLIED BY COMPANY. COMPANY MAKES AND CUSTOMER RECEIVES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE; AND COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

Exhibit A

*TRP = Target Resolution Period