Support and Terms and Conditions
Heimdall Data, Inc., a Delaware corporation, (“Heimdall Data”), shall provide
Technical Support and Subscription Services (as defined herein) (collectively,
the “Services”) to the Customer, per the terms of this Agreement (the “Agreement”).
The Effective Date and Software will be set forth on the applicable license agreement,
Heimdall Data quotation or invoice. Heimdall Data, Inc. may change or modify
Support Terms and Conditions at any time with or without notice.
1.0 Definitions.
1.1 “Error” means a failure in the Software to materially conform to the specifications
described in the applicable product documentation (“Documentation”).
1.2 “Modified Code” means any modification, addition and/or development of code
scripts deviating from the predefined product code tree(s)/modules developed byHeimdall Data for production deployment or use. Modified Code excludes customizable
Software options for which Heimdall Data offers Services on the applicable Heimdall
Data price list.
1.3 “Services Fees” means the fees for Services specified in a corresponding Heimdall
Data or reseller invoice.
1.4 “Services Period” means the period for which Customer has purchased the Services
and any subsequent renewal periods and shall commence: (a) for Software Licenses forwhich Services are mandatory, on the date the applicable Software License Key(s) aremade available for download, and (b) for Software Licenses for which Services are
optional, on the date of purchase of the Services.
1.5 “Severity” is a measure of the relative impact an Error has on the use of the Software,as determined by Heimdall Data. The following Severity levels apply to all Software:(a) “Severity One” means an error that renders the Software inoperative or causes
catastrophic failure in a production environment.
(b) “Severity Two” means an error that significantly degrades performance of the
Software or materially restricts Customer’s use of the functionality of the Software.
(c) “Severity Three” means an error that causes only a minor impact on Customer’s useof the Software.
(d) “Severity Four” means (i) general usage questions and cosmetic issues, including
errors in the Documentation, and (ii) cases opened via email only.
1.6 “Software” means software offered on the Heimdall Data price list, and allcomponents shipped with the Software, including Open Source components.
1.7 “Subscription Services” means the provision of Maintenance Releases, Minor
Releases and Major Releases (each defined below), if any, to the Software, as well as
corresponding Documentation, to Customer.
(a) “Maintenance Release” or “Update” means a generally available release of the
Software that typically provides maintenance corrections or fixes only, designated byHeimdall Data by means of a change in the digit to the right of the second decimal point(e.g. Software 5.0 >> Software 5.0.1) or, for certain Software, by means of a change inthe digit of the Update number (e.g. Software 5.0 Update 1).
(b) “Minor Release” means a generally available release of the Software that (i)introduces a limited amount of new features and functionality, and (ii) is designated byHeimdall Data by means of a change in the digit to the right of the decimal point (e.g.,
Software 5.0>>Software 5.1).
(c) “Major Release” means a generally available release of the Software that (i) contains
functional enhancements or extensions, and (ii) is designated by Heimdall Data by meansof a change in the digit to the left of the first decimal point (e.g., Software 5.0 >>Software 6.0).
1.8 “Technical Support” means the provision of telephone or web-based technicalassistance by Heimdall Data to Customer’s technical contact(s) with respect toinstallation and Errors, at the corresponding Services level purchased by Customer.
1.9 “Third Party Products” means any software or hardware that (i) is manufactured bya party other than Heimdall Data and (ii) has not been incorporated into the Software.

2.0 Service Terms.
2.1 Provision of Services. Subject to the terms of this Agreement, Heimdall Data shall,during the Services Period, provide Customer with Services at the applicable Services
level purchased.
2.2 End of Availability. Heimdall Data may, at its discretion, decide to retire Software
and/or Services from time to time (“End of Availability”). Heimdall Data shall post
notice of End of Availability, including the last date of general commercial availability of
the affected. Heimdall Data shall have no obligation to provide Services for Software thatis outside of the applicable Services life.
2.3 Purchase Requirements.
(a) Except as otherwise provided by Heimdall Data, Customer must purchase initial
Services only for the most current, generally available release of the Software.
(b) Customer must purchase and/or renew Services at the same Services level for all of
the Software in a given environment (e.g., Test, Development, QA, and Production).
(c) Except as otherwise provided in the applicable price list, the minimum term for any
Services offering is one (1) year.
(d) These Services Terms and Conditions will automatically update to Heimdall Data’s
then-current Services terms and conditions set forth in this and future versions of thisagreement upon any renewal of Services.
2.4 Exclusions.
(a) Services do not cover problems caused by the following:(i) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failureof electric power, air conditioning or humidity control; failure of rotation media notfurnished by Heimdall Data; operation of the Software with other media not inaccordance with the manufacturer’s specifications; or causes other than ordinary use;(ii) improper installation by Customer or use of the Software that deviates from any
operating procedures as specified in the Documentation;(iii) Third Party Products, other than the interface of the Software with the Third Party
Products;(iv) Modified Code;(v) issues relating to Software offered as a Service (“SaaS”);(vi) any customized deliverables created by Heimdall Data specifically for Customer aspart of consulting services; or(viii) use of the Software with unsupported tools (e.g., Java Development Kit (JDK); Java
Runtime Environment (JRE)), APIs, interfaces or data formats other than those included
with the Software and supported as set forth in the Documentation; or(vii) any issue not covered by Technical Support.
Customer may request assistance from Heimdall Data for such problems, for an
additional fee.
(b) If Heimdall Data suspects that a reported problem may be related to Modified Code,
Heimdall Data, may, in its sole discretion, (i) request that the Modified Code be removed,
and/or (ii) inform Customer that additional assistance may be obtained by Customer
directly from various product discussion forums or by engaging Heimdall Data’s
consulting services group for an additional fee.
2.5 Customer Responsibilities. Heimdall Data’s obligations regarding Services are
subject to the following:(a) Customer agrees to receive from Heimdall Data communications regarding Services
via e-mail, telephone, and other formats (such as communications concerning support
coverage, Errors or other technical issues and the availability of new releases of the
Software).
(b) Customer’s technical contact shall cooperate to enable Heimdall Data to deliver theServices.
(c) Customer is solely responsible for the use of the Software by its personnel and shallproperly train its personnel in the use and application of the Software.
(d) Customer shall promptly report to Heimdall Data all problems with the Software, andshall implement any corrective procedures provided by Heimdall Data reasonably
promptly upon receipt of such request.
(e) Customer is solely responsible for protecting and backing up the data and information
stored on the computers on which the Software is used, and should confirm that such dataand information is protected and backed up in accordance with any internal or regulatory
requirements as applicable before contacting Heimdall Data for Technical Support.
Heimdall Data is not responsible for lost data or information in the event of errors orother malfunction of the Software or computers on which the Software is used.
(f) Customers who have purchased Enterprise support can open a case via our Support
web portal.

3.0 Services Offerings and Fees.
3.1 Services Fee Terms.
(a) Services Fees are payable on the Effective Date or, in the case of a renewal term, nolater than the date of commencement of the applicable Services Period. Services Fees are
non-refundable.
(b) If Customer renews or adds a Services offering that has a minimum term of one (1)year, Customer may elect to make Services for all or a portion of its Software licenses
coterminous with the renewed or added Services. In such case, Heimdall Data willprorate the applicable Services Fees to extend the current Services Period to make itcoterminous with such renewed or added Services.
(c) Provided that Customer is enrolled in Support at the time, Customer may renew
Services upon payment of the applicable fees. Services are only available for Customers

who are current on Support (and for Customers with existing Services who continue torenew). If Customer fails to order Services within the applicable payment period, then for
one year after Service termination, Heimdall Data has the option to reinstate withassociated penalty fees.
(d) Customers who are current on basic support and maintenance will
receive support between the hours of 9am and 5pm, Monday – Friday Eastern (New
York) time. Issues reported during business hours shall be responded by best effort.
Email must be sent to support (at) heimdalldata.com or via our Support web portal.
(e) Case Management: Heimdall Data will use commercially reasonable efforts tomanage the Support Case and address Customer’s problem according to severity level.
Heimdall Data defines severity level for every Case. Customer must provide Heimdall
Data with timely responses and any information that might reasonably be needed toaddress the problem. All Cases resolved by Support wait for Customer’s confirmation. If
a Case is not closed within 15 days after resolution, it gets automatically closed withcorresponding notification to Customer.
(f) Maintenance: Customers who purchases and are current on maintenance and support
shall have available to them Updates, Minor, and Major releases of software.
4.0 Miscellaneous Terms.
4.1 Payment Terms. Services Fees are exclusive of any taxes, duties, or similar charges
imposed by any government. Customer shall pay or reimburse Heimdall Data for all
federal, state, dominion, provincial, or local sales, use, personal property, excise, value
added, withholding or other taxes, fees, or duties relating to the transactions contemplatedby this Agreement (other than taxes on the net income of Heimdall Data). All invoices
issued hereunder by Heimdall Data are due and payable prior to expiration of Services
Period. If payment of any Services Fee is overdue, Heimdall Data may also suspend
performance until such delinquency is corrected.
4.2 Limited Warranty. Heimdall Data warrants that the Services to be performed
hereunder will be done in a workmanlike manner and shall conform to industry standards.
Upon Customer providing Heimdall Data with a reasonably detailed written notice tocure within thirty (30) days of occurrence of the nonconformance, Heimdall Data will reperform the Services to achieve commercially reasonable conformance with the above
warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTYIS GIVEN EXPRESSLY AND IN PLACE OF ALL OTHER WARRANTIES,STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUMEXTENT PERMITTED BY LAW, THIS REMEDY WILL BE CUSTOMER’S SOLE
AND EXCLUSIVE REMEDY WITH RESPECT TO NONCONFORMANCE OFSERVICES.
4.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
HEIMDALL DATA SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL,INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPONCONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING FROM ITSPERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR

LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTALDAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO CUSTOMER.
HEIMDALL DATA’S LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANYEVENT, EXCEED THE SERVICES FEES PAID BY CUSTOMER TO HEIMDALLDATA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHSIMMEDIATELY PRECEDING THE DATE OF THE EVENT MOST DIRECTLY
GIVING RISE TO THE CLAIM.
4.4 Termination. Heimdall Data may terminate this Agreement and all Services at any
time if (1) it is discovered that Customer is currently in breach of its Software license
restrictions, pursuant to Customer’s Software license or (2) Customer is in material
breach of this Agreement. Termination will become effective automatically and without
further notice unless Customer cures the breach within thirty days (30) days after thegiving of such notice.
4.5 Data Protection. Customer acknowledges that correspondence and log files
generated in conjunction with a request for Services may contain sensitive, confidential
or personal information. Customer is solely responsible for taking the steps it considers
necessary to protect such data, including obfuscating the logs or otherwise guarding suchinformation prior to sending it to Heimdall Data.
4.6 Other. Customer may not assign or delegate this Agreement to any third party
without the prior written consent of Heimdall Data. This Agreement shall be governed by
the laws of the State of California without regard to its conflict of laws principles. The
parties consent to the exclusive jurisdiction of the state and federal courts located in Santa
Clara County, California. This Agreement constitutes the entire agreement of the parties
with respect to the provision of the Services by Heimdall Data to Customer, andsupersedes all prior written or oral communications, understandings and agreements. This
Agreement may not be amended except in a written document signed by both parties.
Any waiver of the provisions of this Agreement must be in writing to be effective. Except
as expressly set forth herein, no terms of any purchase order or other business form that
Customer may use will affect the obligations of the parties under this Agreement, and any
such purchase order or other business form of Customer which contains additional orconflicting terms is hereby rejected by Heimdall Data. Customer agrees that purchaseorders do not have to be signed to be valid and enforceable. If any provision of thisAgreement is found to be invalid or unenforceable, the remaining terms will continue tobe valid and enforceable to the fullest extent permitted by law. Heimdall Data may
update the Technical Support Guide and support policies periodically, without priornotice.
5.0 Service Level Agreement
Heimdall Data technical support provides response times depending on the urgency of
your issue. For Technical Relationship Management (TRM) customers, we may provide
additional updates on issues opened with Heimdall Data technical support. See below for
details.
Due to dependencies on the nature of the reported problem and variables in customer
operating environments, we do not guarantee resolution times.
Below are estimated technical support response times for customers for an Enterprise andEnterprise Plus support service contract. There are no support guarantees for Standard
Edition customers.

Severity 1:
Your production use of supported product is not functioning and your operation is so
severely impacted. The operation is mission critical and the situation is an emergency.
There is no viable workaround to the problem.
Enterprise Edition
Severity 1Enterprise Edition
Plus with TRM
Contact medium

Phone or Web

Phone or Web

Response time

2 hours

1 hourOn-going customer
communication

Every day until the situation stabilized.

Severity 2
There is a severe loss of service within the supported product. The operation continues tofunction, but in less optimal state.
Enterprise Edition
Severity 2Enterprise Edition
Plus with TRM
Contact medium

Web

Web

Response time

6 hours

3 hours

On-going customer
communication

Updates every 2 business days until situation
stabilized

Severity 3
There is a partial, non-critical loss in the functionality of the supported product.
Enteprise Edition Plus
Severity 3Enterprise Edition
with TRM
Contact medium

Web

Web

Response time

24 hours

24 hours

Ongoing customer
communication

Updates every 5 business days until resolution (ordate for final fix).

Severity 4
There are general product usage questions or cosmetic issues not impairing users.
Enterprise Edition
Severity 4Enterprise Edition
Plus with TRM
Contact medium

Web

Web

Response time

5 days

5 daysOngoing customer

Bi-weekly updates until resolution (or date forcommunication

resolution) provided to customer.

Technical Relationship Management: “Proactive Technical Support”
Choosing a TRM (Technical Relationship Management) provides faster response times
and expert advice. They educate you on technical best practices for troubleshooting
methodologies and tools. They are your advocate ensuring technical issues are prioritized
and resolved. Working proactively with your TRM helps your organization reduceoverall costs and minimize technical issues. For pricing, go to sales (at)heimdalldata.com.