MAINTENANCE & SUPPORT AGREEMENTFOR OUTSEER PRODUCTS***IMPORTANT***THIS MAINTENANCE & SUPPORT AGREEMENT ("AGREEMENT") IS EFFECTIVE AS OF THE DATE OF THECUSTOMER’S SIGNED ACCEPTANCE OF THE APPLICABLE ORDERING DOCUMENT MAKING REFERENCE TOTHESE TERMS.
ANY AND ALL REFERENCES TO "CUSTOMER" SHALL BE DEEMED TO MEAN THE CUSTOMER SET FORTH IN AN
APPLICABLE ORDERING DOCUMENT.
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU (MEANING THE INDIVIDUAL PERSON ORTHE ENTITY THAT THE INDIVIDUAL REPRESENTS THAT HAS OBTAINED THE SOFTWARE FOR ITS INTERNALPRODUCTIVE USE AND NOT FOR OUTRIGHT RESALE) (THE “CUSTOMER”) AND OUTSEER (WHICH MEANS (I) RSASECURITY LLC, IF CUSTOMER IS LOCATED IN THE UNITED STATES, MEXICO OR SOUTH AMERICA; (II) THELOCAL RSA SALES AFFILIATE, IF CUSTOMER IS LOCATED OUTSIDE THE UNITED STATES, MEXICO OR SOUTHAMERICA AND IN A COUNTRY IN WHICH RSA HAS A LOCAL RSA SALES AFFILIATE; OR (III) RSA SECURITY & RISKIRELAND LIMITED OR OTHER AUTHORIZED RSA ENTITY AS IDENTIFIED ON THE RSA QUOTE OR OTHER RSAORDERING DOCUMENT, IF CUSTOMER IS LOCATED OUTSIDE THE UNITED STATES, MEXICO OR SOUTHAMERICA AND IN A COUNTRY IN WHICH RSA DOES NOT HAVE A LOCAL SALES AFFILIATE).
THIS AGREEMENT SETS FORTH THE GENERAL TERMS AND CONDITIONS UNDER WHICH OUTSEER WILLPROVIDE AND CUSTOMER WILL RECEIVE MAINTENANCE AND SUPPORT SERVICES DESCRIBED HEREIN
SUBJECT TO THE APPLICABLE SOFTWARE END USER LICENSE AGREEMENT.
1DEFINITIONS. The Parties agree that unless otherwise defined herein, the existing definitions set forth in anyapplicable license agreement between Outseer and Customer shall apply to this Agreement to the extent such terms
are used herein.
“Customer Contacts” means identified Customer personnel who are familiar with Customer’s software environment
and will coordinate all technical support calls to Outseer.
“Documentation” means the then-current, generally available, written user manuals and online help and guides for
any Software provided by Outseer.
“Error” shall mean any reported malfunction, error or other defect in the Software that can be reproduced by Outseerand constitutes a non-conformity from the Software Documentation. Each Error will be assigned a severity levelas further detailed in Section 3(A) below.
“Production System” shall mean a computer system, including any hardware where applicable, upon which theSoftware is installed and resident and which is used by Customer for purposes other than development, quality,assurance, disaster recovery or testing.
“Relief” shall mean an intervention by Outseer that restores Software operations impacted by an Error. Examples
may include without limitation: (i) a solution or workaround has been provided to resolve the Software issue; (ii)Customer’s Production System is operational and Customer is able to perform business critical operations that
relate to the Software; and/or (iii) the identified Error does not originate from the Software.
“Service Request” shall mean a ticket that has been opened, documented, and is being managed by Outseer in
response to a Customer’s report of an Error.
“Software” shall mean the software licensed by Outseer to the Customer under an Agreement, consisting of a seriesof instructions or statements in machine-readable, object code form only. Software does not include software
licensed on an evaluation basis.
“Software Release” means any subsequent version of Software that Outseer makes generally available to its
customers who are current on their Maintenance Services fees but does not mean new Software.

2MAINTENANCE & SUPPORTA.

Support Coverage. Customers may purchase Support Coverage which shall include the following
Maintenance Services: (a) Telephone Support on a 24 x 365 basis, with resolution by a global network ofsupport centers; and (b) Web Support.

B.

Maintenance Services.
(i)
All Maintenance Services are provided remotely from Outseer’s premises as follows:

Ver: June 2024 R3-00

Page 1 of 4

(a)(ii)

3Web Support. Outseer shall provide Customer with access to Outseer Vision, through a separate
registration process, to (i) for Customers who have licensed Outseer products where such
resources are available, such as download of patches, bug fixes and Outseer’s on-line Web
Support resource is currently hosted at the following web address:
https://outseer.force.com/outseervision/s/(b)
Telephone Support. Outseer shall provide telephone support to Customer. Outseer’s Telephone
Support numbers are currently located at the following address:
https://outseer.force.com/outseervision/s/how-to-contact-support
In the performance of the Maintenance Services, Outseer will:(a)
Use good-faith, commercially reasonable efforts to aid in the diagnosis of, and correct, Errors in
the Software; and(b)Provide advice on how to use the Products by way of telephone, e-mail, and web-based technicalassistance.

C.

Software Upgrades. Customers who are current on payment of Maintenance Service fees, shall also receive
all Software Releases (including all Error corrections made available pursuant to this Agreement) that Outseerin its sole discretion: (a) deems to be logical improvements to the Software; (b) make generally available to all
licensees of the Software; and (c) does not separately price or market.

D.

Support Policy. For Fraud Manager on premise Software, this Agreement is subject to the Outseer
Maintenance & Support Policy located at:https://www.outseer.com/wp-content/uploads/Maintenance-and-Support-Policy-for-FMOP-Platform_R100_June-21-2024.pdf

SOFTWARE ERROR SEVERITY CLASSIFICATIONS AND SERVICE REQUEST RESOLUTION PROCESS.
A.

Software Error Severity Classifications. All Software Errors shall be classified by Outseer as follows:Error
Severity

Definition

Examples1(“S1”)

Critical: Severe problem preventing
Customer or workgroup fromperforming critical business
functions





2(“S2”)

High: Customer or workgroup able
to perform job function, but
performance of job function
degraded or severely limited




B.

3(“S3”)

Medium: Customer or workgroupperformance of job function islargely unaffected

4(“S4”)

Request: Minimal system impact;
includes feature requests andother non-critical questions

Production System data corruption (dataloss, data unavailable)
Production System crash or hang
Production Systems significantly impacted, suchas severe performance degradation
Production System and/or data is at high risk ofpotential loss or interruption
Production System workaround is required
immediately
Time critical Production cutover impacted
Production System adversely impacted
Non-Production System data corruption (dataloss, data unavailable)
Non-Production System crash or hang
Non-Production System and/or data is athigh risk of potential loss or interruption
Non-Production System workaround is required
immediately
Development system(s) is inoperativeProduction or development system has
encountered a non- critical problem or defectand/or questions have arisen on product use.

No Customer business impact
Requests for enhancements by Customer

Software Support Service Level Objectives (“SLOs”). Outseer will use reasonable commercial efforts toprovide customers with technical advice and assistance in connection with their use of the Software according

Ver: June 2024 R3-00

Page 2 of 4

to severity level. The table below sets forth Outseer’s targets for support responses to Software Errors basedon Severity Level:SEVERITYLEVEL

INITIALTARGETRESPONSE

TARGET WORK EFFORTTARGETCOMMUNICATIONFREQUENCY

S1

1 hour (24 x 7)

Continuous 24x7 until Relief
identified

Every 3-4 hours, 7 days/week

S2

3 hours (24 x 7)

Daily, during Customer
business hours *Once per day, business hours *S34 hours (9x5)Weekly during business hours

Once a weekS4

10 hours (9x5)Every other week duringbusiness hours

Twice a month* Available weekends and evenings per Customer request.
C.

Software Service Request Resolution Process(i)
Process. Outseer handles all Customer support Service Requests on a first-in-first-out basis. Outseershall prioritize all Errors according to their impact to Customer using the severity definitions described inSection 3(A) above. Outseer may upgrade or downgrade the severity of an Error depending ondevelopments during the resolution process. For example, if available, a temporary resolution may beprovided to mitigate the material impact of a given Error resulting in the reduction of the severity of aService Request.
(ii)
Escalation. If Customer and Outseer are unable to mutually agree upon a resolution plan for S1 and S2Errors, then the parties shall escalate the Service Request in accordance with Outseer’s escalation
process. Once the escalation process has been initiated, Outseer shall provide Customer with Service
Request progress updates via phone or email on a mutually agreed upon schedule. Such progress
updates shall include information about the Error description, daily progress, root cause (if known) andoverall plan to resolve the Error.

4CUSTOMER OBLIGATIONS. Customer shall use good-faith, reasonable efforts to isolate and document Errors toenable Outseer to fulfill its obligations herein. Once a Service Request has been initiated, Customer will be asked toprovide necessary Error data which may include but not be limited to a description of the Error, any error messages,
and any requested support files.

5

SCOPE OF MAINTENANCE SERVICES.
A.
Use. Maintenance Services specifically excludes support for any Errors caused by:(i)operator error or use of the Software in a manner not in accordance with the Software Documentation;(ii)
use of the Software with software other than that supported by the Software;(iii)
Errors caused by any fault in the Customer’s environment, hardware, or in any software used inconjunction with the Software but not provided by or approved by Outseer;(iv)
any integration, modification, or repair of the Software made by any person other than Outseer; and(v)any Errors for which a correction is available in a subsequent Software Release than that currently
operated by the Customer, and which has been made available to Customer by Outseer.
B.
Supported Versions. Maintenance Services specifically excludes support for versions of the Customer
installations of the Software that has reached its “end of primary support” (“EOPS”) date, as determined byRSA. Each Software Release will reach its EOPS date after a period of not less than thirty-six (36) months
following the date of that Software Release’s “General Availability” (or “GA” release date, as this term isgenerally understood in the software industry). To continue receiving ongoing Maintenance Services hereunder
for any Software Release which is reaching its EOPS date, Customers must upgrade to a currently supported
Software Release before the EOPS date.

6

REINSTATEMENT OF LAPSED SUPPORT.
A.
If the Maintenance Services expire or are terminated, and Customer subsequently seeks to reinstate
Maintenance Services, Customer shall pay: (a) the cumulative Maintenance Services fees applicable for theperiod during which support lapsed; (b) the annual support fees for the current period; and (c) the then-current
reinstatement fee, as quoted by an authorized Outseer representative, distributor, or reseller.
B.
If the Term of a license or Managed Services expires or is terminated, and Customer subsequently seeks toVer: June 2024 R3-00

Page 3 of 4

reinstate the license or the Manages Services, Customer shall pay: (a) the cumulative license, transaction andMaintenance fees applicable for the period during which the Term lapsed ; (b) the fees for the current period;and (c) the then-current reinstatement fee, as quoted by an authorized Outseer representative, distributor, orreseller.
7

PAYMENTA.
Payment. Customer shall pay the fees set out in an exhibit attached hereto or a Quote annually in advance.
Customer shall pay the applicable support fee for such support net 30 days from the date of invoice, unlessotherwise agreed to by the parties in writing.
B.
Renewal Fees. Each time Customer renews annual Maintenance Services as set forth in Section 9(A) below,
Customer shall pay Outseer’s then-applicable support fees, as quoted by an authorized Outseer representative,
distributor, or reseller, in advance for the upcoming year, net 30 days from the date of invoice.
C.
Overdue Payments and Taxes. Overdue payments hereunder are subject to a finance charge of 1% permonth (12% per year), plus all expenses incurred by Outseer in collecting such overdue amounts. Prices areexclusive of all taxes now in force or enacted in the future, and Customer shall pay such taxes, except for taxes
imposed on Outseer’s income. Customer is responsible for obtaining and providing to Outseer any certificate
of exemption or similar document required to exempt Customer from any tax liability.

8TERM AND TERMINATION.
A.
Term and Renewal. Unless otherwise terminated in accordance with this Section 9, Maintenance Services
shall be provided for an initial term of one year from the date of shipment of the Software or when the Software
is first made available electronically (the “Initial Term”). Customer may thereafter renew Maintenance Services
on an annual basis by paying Outseer the applicable support fees, unless Outseer notifies Customer at least
60 days before the expiration of the Initial Term or any renewal term of its intent not to renew Maintenance
Services.
B.
Termination for Breach. Either party may terminate Maintenance Services upon written notice to the otherparty of the defaulting party’s material breach of its obligations hereunder, which breach is not cured within 30
days after such notice.
C.
Termination of License Agreement. Maintenance Services for Outseer Software shall automatically terminate
upon the termination of Customer’s right to use the Outseer Software pursuant to the applicable licenseagreement. In the event that the applicable license agreement terminates prior to expiration of the current termfor Maintenance Services, Customer shall have no right to a refund of any previously paid Maintenance
Services fees.

9WARRANTY.
A.
Services Warranty. Outseer warrants that such Maintenance Services provided hereunder shall be performed
in a workmanlike manner consistent with generally accepted industry standards. Customer must notify Outseerof any such warranty failure within ten (10) days from the date of performance of such Maintenance Services.
Notwithstanding anything to the contrary contained herein, Outseer does not warrant or represent that all Errors
in Software can or will be corrected. Outseer’s entire liability and Customer’s exclusive remedy under theforegoing warranty shall be for Outseer to use reasonable efforts to (i) re-perform the deficient services withina reasonable time..
B.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THIS WARRANTY SECTION, OUTSEERPROVIDES MAINTENANCE SERVICES “AS IS” AND MAKES NO OTHER EXPRESS WARRANTIES,WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING BUTNOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OFLAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

10GENERAL. All Releases or other enhancements, modifications or fixes to the Software provided to Customer pursuantto this Agreement constitute Software licensed to Customer under any applicable license agreement between Outseerand Customer (the “License Agreement”). This Agreement is not an amendment to any such License Agreement but
is a separate binding agreement that incorporates terms of any such License Agreement relating to license andownership rights, use limitations, limitation of liability, and confidentiality and non-disclosure obligations. Additionally,
this Agreement incorporates by reference any “Miscellaneous” or “General” provisions of any such License Agreementin their entirety.

Ver: June 2024 R3-00

Page 4 of 4