MAINTENANCE AGREEMENT FOR Archer
PRODUCTS***IMPORTANT***THIS MAINTENANCE AGREEMENT ("AGREEMENT") IS EFFECTIVE AS OF THE DATE OF THE CUSTOMER’S
SIGNED ACCEPTANCE OF THE APPLICABLE ORDERING DOCUMENT MAKING REFERENCE TO THESE 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 PERSONOR THE ENTITY THAT THE INDIVIDUAL REPRESENTS THAT HAS OBTAINED THE SOFTWARE AND HARDWARE
FOR ITS INTERNAL PRODUCTIVE USE AND NOT FOR OUTRIGHT RESALE) (THE “CUSTOMER”) AND ARCHER(WHICH MEANS (I) IF CUSTOMER IS LOCATED IN THE UNITED STATES, MEXICO OR SOUTH AMERICA, THEN
THIS IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER AND ARCHER WITH “ARCHER” MEANING RSA
SECURITY LLC. IF CUSTOMER IS LOCATED OUTSIDE OF THE UNITED STATES, MEXICO OR SOUTH AMERICA,
THEN THIS IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER AND ARCHER, WITH “ARCHER” MEANING (II)RSA SECURITY & RISK IRELAND LIMITED , OR (III) OTHER AUTHORIZED RSA OR ARCHER ENTITY AS
IDENTIFIED ON THE ARCHER QUOTE OR OTHER ARCHER ORDERING DOCUMENT.
THIS AGREEMENT SETS FORTH THE GENERAL TERMS AND CONDITIONS UNDER WHICH ARCHER WILLPROVIDE AND CUSTOMER WILL RECEIVE MAINTENANCE SERVICES DESCRIBED HEREIN.
GENERAL TERMS AND CONDITIONS
1

DEFINITIONS. The Parties agree that unless otherwise defined herein, the existing definitions set forth in any applicable
license agreement between Archer and Customer shall apply to this Agreement to the extent such terms are used herein.

A.

“Customer Contacts” means identified Customer personnel who are familiar with Customer’s software environment
and will coordinate all technical support calls to Archer.

B.

“Documentation” means the then-current, generally available, written user manuals and online help and guides for any
Software provided by Archer.

C.

“Error” shall mean any reported malfunction, error or other defect in the Product that can be reproduced by Archer andconstitutes a non-conformity from the Product Documentation. Each Error will be assigned a severity level as further
detailed in Section 3(A) below.

D.

“Product” means Software. Products do not include Evaluation Products.

E.

“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.

F.

“Relief” shall mean an intervention by Archer that restores Product operations impacted by an Error. Examples may include
without limitation: (i) a solution or workaround has been provided to resolve the Product issue; (ii) Customer’s Production
System is operational and Customer is able to perform business critical operations that relate to the Product; and/or (iii)
the identified Error does not originate from the Product.

G.

“Service Request” shall mean a ticket that has been opened, documented, and is being managed by Archer in response
toa Customer’s report of an Error.

H.

“Software” shall mean the software licensed by Customer under this Agreement, consisting of a series of instructions orstatements in machine-readable, object code form only, including without limitation firmware incorporated in any
Hardware.
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I.

“Software Release” means any subsequent version of Software that Archer makes generally available to its customers
who are current on their Maintenance Services fees but does not mean new Software.

2

MAINTENANCE SERVICES

A.

Basic and Enhanced Support Coverage. Customers may purchase the following Maintenance Services:(i)“Basic Support Coverage” shall include the following Maintenance Services: (a) Telephone Support during the hoursof 8:00 AM through 5:00 PM, local Customer time, Monday through Friday (except for any Archer-designated company
holidays); and (b) Web Support.

(ii)“Enhanced Support Coverage” shall include the following Maintenance Services: (a) Telephone Support on a 24 x 7x 365 basis, with rapid resolution be global network of support centers; and (b) Web Support.

(iii)

Hours of support for Basic Support Coverage and Enhanced Support Coverage are subject to change by Archer upon priorwritten notice.

B.

Maintenance Services.

(i)

Except as otherwise provided in Section C below (Personalized Support Options), all Maintenance Services are provided
remotely from Archer’s premises as follows:(a) Web Support. Archer shall provide Customer with access, through a separate registration process, to (i) for Customers
who have licensed Archer Archer Software and any other Archer product where such resources are available, such
Archerproduct’s community offering Blogs, Discussion Forums, and download of patches and bug fixes, and (ii)for all other Customers, Archer’s online technical support knowledge database, offering Customer the ability on a
24 x 7 basis (24 hours a day, seven days a week) to raise issues, monitor Services Requests, and download patches
and bug fixes. Archer’s on-line Web Support resource is currently hosted at the following web address:
https://support.rsa.com.
(b) Telephone Support. Archer shall provide telephone support to Customer. Archer’s Telephone Support numbers are
currently
locatedatthefollowing
address:
https://community.rsa.com/docs/DOC1294#jive_content_id_Support_Phone_Numbers.

(ii)

In the performance of the Maintenance Services, Archer 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 technical assistance.

C.

Software Operating System Upgrades. Customers who are current on payment of Maintenance Servicefees, shall also
receive the following software and hardware upgrades:(i)Software Upgrades. All Software Releases (including all Error corrections made available pursuant to this Agreement)that Archer in its sole discretion: (a) deems to be logical improvements to the Software; (b) make generally available toalllicensees of the Software; and (c) does not separately price or market.

D.

Personalized Support Options. Customers who pay for Enhanced Support Coverage, and who are current on paymentof Maintenance Services fees, may purchase the Personalized Support Options described herein at an additional fee andas ordered in a Quote, Schedule, or Customer Purchase Order, and such personalized support options may be subject toadditional terms located in a Service Brief, SOW or similar document.

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In addition to the TAM and DSE support services specified below, all Personalized Support Options will include thefollowing services:
(1)
(2)
(3)
(4)
(5)
(6)
(i)

Review, reporting, and management of Service Requests;
Monitoring and notification to client of Service Request trends;
Technical escalation management;
Bi-annual on-site account reviews;
Conference calls, scheduled as necessary, to discuss support-related matters; andIf the TAM or DSE is unavailable, Customer may access Archer’s 24x7x365 Telephone Support

Technical Account Manager (TAM) Support Services.
(a) Technical Account Manager. Archer shall provide a Technical Account Manager (“TAM”) who shall act as the
Customer’s designated point of contact within Archer for technical account management and escalation of Service
Requests. The TAM shall be responsible for overseeing the Maintenance Services delivered and will work closelywith Customer to ensure that appropriate resources are engaged to resolve Service Requests in a timely manner.
(b) Limitations.
(1) TAM support services shall be provided in English language only
(2) Each TAM will be assigned to one Product and one geographical region only, to be selected by Customer (i.e.
North America, Europe Middle East Africa, and Asia Pacific Japan). Customer must purchase additional TAM
support for additional Products and/or geographical regions.

(ii)

Designated Support Engineer (DSE) Support Services.
(a) Designated Support Engineer. Archer shall provide a senior Designated Support Engineer (“DSE”) who will act as
Customer’s single and direct point of contact on all technical issues associated with an assigned Product. The DSE
will become familiar with Customer’s technical environment, staff and unique support issues and will work directlywith the Customer Contacts to resolve issues, manage technical escalations, and deliver business reviews. The DSE
shall be reasonably available by telephone during Standard Support Hours(b) Limitations(1) DSE Support Services shall be provided in English language only.
(2) Each DSE will be assigned to one Product and one regional time zone only, to be selected by Customer (i.e.
North America (EST or PST), Europe Middle East Africa, and Asia Pacific Japan). Customer must purchaseadditional DSE support for additional Products and/or regional time zones.
(3) Customer shall be required to identify a maximum of four (4) Customer Contacts, who are familiar with
Customer’s software environment, to coordinate all technical support calls and/or interaction with the identified
DSE as set forth above.

3

SOFTWARE ERROR SEVERITY CLASSIFICATIONS AND SERVICE REQUEST RESOLUTIONPROCESS.

A.

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

Error
Severity
1 (“S1”)

Definition

ExamplesCritical: Severe problem preventing
Customerorworkgroup
fromperforming critical business functions








Production System data corruption (data loss, data
unavailable)
Production system crash or hang
Production Systems significantly impacted, such as severe
performance degradation
Production System and/or data is at high risk of potential loss
or interruption
Production System workaround is required immediately
Time critical Production cutover impacted
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2 (“S2”)

3 (“S3”)4 (“S4”)

High: Customer or workgroup able toperform job function, but performanceof job function degraded or severely
limitedMedium: Customer or workgroupperformance of job function is largely
unaffected
Request: Minimal system impact;
includes feature requests and other noncritical questions











Production System adversely impacted
Non-Production System data corruption (data loss, data
unavailable)
Non-Production System crash or hang
Non-Production System and/or data is at high 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 noncritical problem or defect and/or questions have arisen on
product use.
No Customer business impact
Requests for enhancements by Customer

B.
Software Support Service Level Objectives (SLOs). Archer will use reasonable commercial efforts to provide customers
with technical advice and assistance in connection with their use of the Software according to severity level. The table below sets
forth Archer’s targets for support responses to Software Errors based on Severity Level:
SUPPORT
LEVEL

SEVERITYLEVELINITIALTARGETRESPONSE

TARGETCOMMUNICATIONFREQUENCY

S1

2 hours (9x5)Continuous during businesshours (9x5) until Relief
identified

S2

4 hours (9x5)Daily, during Customer
business hours only

Once every 2-3 days (business
day only)

S3

8 hours (9x5)Weekly during business hours

Once a weekS4

12 hours (9x5)Every other week duringbusiness hours

Once a month

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*

S3

4 hours (9x5)Weekly during business hours

Once a weekS4

10 hours (9x5)Every other week duringbusiness hours

Twice a month

BASIC (9 x 5)

ENHANCED(24 x 7)TARGET WORK EFFORT

Once per day (business day only)* Available weekends and evenings per Customer requestC.

Software Service Request Resolution Process(i)

Process. Archer handles all Customer support Service Requests on a first-in-first-out basis. Archer shall prioritize all
Errorsaccording to their impact to Customer using the severity definitions described in Section 3(A) above. Archer may
upgradeor downgrade the severity of an Error depending on developments during the resolution process. For example, if
available, a temporary resolution may be provided to mitigate the material impact of a given Error resulting in the
reduction of the severity of a Service Request.

(ii)

Escalation. If Customer and Archer are unable to mutually agree upon a resolution plan for S1 and S2 Errors, then theparties shall escalate the Service Request in accordance with Archer’s escalation process. Once the escalation process
has been initiated, Archer shall provide Customer with Service Request progress updates via phone or email on a mutuallyagreed upon schedule. Such progress updates shall include information about the Error description, daily progress, root
cause (if known) and overall plan to resolve the Error.
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4

CUSTOMER OBLIGATIONS.

A.

Documenting Errors. Customer shall use good-faith, reasonable efforts to isolate and document Errors to enable Archer
to fulfill its obligations herein. Once a Service Request has been initiated, Customer will be asked to provide necessary
Error data which may include but not be limited to, applicable identification number for Software, description of Error,
any error messages, and any requested support files.

5

ADDITIONAL EXCLUSIONS.

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 Product Documentation; (ii) use of the Software with software and/or hardware
other than that for which the Software was originally licensed; (iii) Errors caused by any fault in the Customer’s
environment, hardware, or in any software used in conjunction with the Software but not provided by or approved byArcher; (iv) any integration, modification, or repair of the Software made by any person other than Archer; (v) installationof any appliance, firmware, or operatingsystem on the Hardware other than that provided by Archer; (vi) unusual physical,
electrical or electromagnetic stress, fluctuations in electrical power beyond Product specifications, or failure of air
conditioning or humidity control; and (vii) accident, misuse, or neglect or causes not attributable to normal wear and tear.
In addition, support excludes any Errors for which a correction is available in a subsequent Software Release than thatcurrently operated by Customer and whichhas been made available to Customer by Archer.

B.

Supported Versions. Maintenance Services also specifically excludes support for any version of the Software released
by Archer which has reached its “end of primary support” (EOPS) date, as determined by Archer. Each Software Release
will reach its EOPS date after a period of not less than twenty four (24) months following the date of that Software
Release’s “General Availability” (or “GA” release date, as this term is generally understood in the software industry),
unless another EOPS date is set forth at https://community.rsa.com/docs/DOC-40387. This time period may be extended
by Archer at its sole discretion. In order to continue to receive ongoing Maintenance Services hereunder for any Software
Release which is beyond its EOPS date, Customers must upgrade to a currently supported Software Release. For certain
Software Products, Customers may enter into an Extended Support agreement for a period of one or two years to obtain
Maintenance Services for Software which has already reached its EOPS date. For additional information on Software
EOPS dates and the availability of Extended Support agreements for such Software, please go tohttps://community.rsa.com/docs/DOC-40387.

6

REINSTATEMENT OF LAPSED SUPPORT. 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 the period during which support lapsed; (b) the annual support fees for the current period; and (c) the thencurrent reinstatement fee, as quoted by an authorized Archer representative, distributor, or reseller.

7

PAYMENTA.

Payment. Customer shall pay the fees set out in an exhibit attached hereto or a Quote including Personalized Support
Options annually in advance. Customer shall pay the applicable support fee for such support net 30 days from the date of
invoice, unless otherwise 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 Archer’s then-applicable support fees, as quoted by an authorized Archer 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% per month (12% peryear), plus all expenses incurred by Archer in collecting such overdue amounts. Prices are exclusive of all taxes now inforce or enacted in the future, and Customer shall pay such taxes, except for taxes imposed on Archer’s income. Customer
is responsible for obtaining and providing to Archer any certificate of exemption or similar document required to exempt
Customer from any tax liability.

8

TERM 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 Product or when the Software is first madeavailable electronically (the “Initial Term”). Customer may thereafter renew Maintenance Services on an annual basis bypaying Archer the applicable support fees, unless Archer notifies Customer at least 60 days before the expiration of theInitialTerm 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 other party of thedefaulting party’s material breach of its obligations hereunder, which breach is not cured within 30 days after such notice.
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C.

Termination of License Agreement. Maintenance Services for Archer Software shall automatically terminate upon thetermination of Customer’s right to use the Archer Software pursuant to the applicable license agreement. In the event thatthe applicable license agreement terminates prior to expiration of the current term for Maintenance Services, Customer
shall have no right to a refund of any previously-paid Maintenance Services fees.

9

WARRANTY

A.

Services Warranty. Archer warrants that such Maintenance Services provided hereunder shall be performed in aworkmanlike manner consistent with generally accepted industry standards. Customer must notify Archer of any suchwarranty failure within ten (10) days from the date of performance of such Maintenance Services. Notwithstanding
anything to the contrary contained herein, Archer does not warrant or represent that all Errors, whether in Software, canor will be corrected. Archer’s entire liability and Customer’s exclusive remedy under the foregoing warrantyshall be forArcher to use reasonable efforts to (i) re-perform the deficient services within a reasonable time, or (ii) replace any
replacement parts which become defective during a period in which the Product containing the replacement part iscovered by warranty or Maintenance Services, or sixty (60) days after installation thereof, whichever occurs later. If,
after reasonable efforts, Archer is not able to correct such deficiencies then Customer has the right to terminate for breachin accordance with Section 9(B) herein.

B.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THIS WARRANTY SECTION, Archer
PROVIDESMAINTENANCE SERVICES “AS IS” AND MAKES NO OTHER EXPRESS WARRANTIES, WRITTENOR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, UNCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR NON- INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE
OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

10GENERAL. All Releases or other enhancements, modifications or fixes to the Archer Software provided to Customer
pursuant to this Agreement constitute Archer Software licensed to Customer under any applicable license agreement
between Archer and 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 licenseand ownership 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
Agreement in their entirety.

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