eAsset Management, Web Service and Repository Services Customers Only – For those customers having entered into a written agreement with an eOriginal integration partner to receive the Repository Services, Web Service, or the eAsset Management Service (collectively, the “eOriginal Services”), the capitalized terms used herein shall have the following meanings:

  • Licensee” shall refer to the entity having executed a written agreement with an eOriginal integration partner to receive the eOriginal Services;
  • Agreement” shall refer to that fully executed written agreement between the Licensee and the eOriginal partner regarding provision of the eOriginal Services;
  • Software” shall refer to the proprietary software of eOriginal used to provide the eOriginal Services;
  • “eAsset Management Service” shall refer to the Repository Services, the Web Service or the eAsset Management Services, as applicable, provided to the Licensee under such Licensee’s written agreement with an eOriginal Partner;
  • User” shall refer to those Licensee end users and administrative users which Licensee has authorized to access and make use of the eAsset Management Service; and
  • Technical Contact” shall refer to those Licensee administrative users designated by Licensee as Licensee’s sole contact persons for purposes of obtaining eOriginal eAsset Management Service support and administration services.

eOriginal Direct Customers Only – For those customers having directly contracted with eOriginal to receive the Web Service, the capitalized terms used herein are defined in your written license and services agreement with eOriginal; provided however that, as used herein, “eAsset Management Service” shall mean the Web Service.

eOriginal employs reasonable, industry standard techniques to ensure the security and privacy of Licensee’s Confidential Information, including: (i) encryption level for all transmissions dependent upon the User’s browser; (ii) automatic User session termination upon expiration of a time period establish by eOriginal; (iii) assignment and selection of unique User names and passwords for restricted access to the eAsset Management Service; (iv) redundant hardware firewalls for system network isolation from unauthorized requests; (v) protocol isolation of the application data from the eAsset Management Service servers; and (vi) industry standard disaster recovery procedures and file security procedures.

1.1  Data Center. The data center containing eOriginal’s servers is SSAE 16 examined and tested, PCI-DSS compliant, and ISO/IEC 20000-1:2011 certified. This data center is located in secure facilities which have card-key controlled access 24 hours a day. The data center is equipped with redundant power supplies, and the servers with redundant hard drives, processors and network interfaces. Only authorized personnel are given access to the data center, which is staffed 24 hours a day. The data center has a dispatch/alarm monitoring center which monitors the status of the network and servers 24x7x365. System backups and virus scans of the main servers and the backup servers are done on a regular basis.

1.2  User Names and Passwords. Access to information contained on the eAsset Management Service databases (including Confidential Information) is restricted depending upon the identity of the User.

Subject to Permitted Unavailability, the average availability of access to the eAsset Management Service, inclusive of all components such as hardware, core applications, power and data center network, will be Ninety Nine Point Nine Percent (99.9%) uptime over a calendar year period. “Permitted Unavailability” shall include eAsset Management Service unavailability resulting from any one or more of the following: Scheduled Maintenance, any User’s failure to comply with the User’s Guide or Licensee’s failure to do so, a communications or power failure not within eOriginal’s exclusive control, failure or malfunction of any software, network or equipment owned by Licensee, any User or any third party or otherwise beyond the point where data leaves the data center network at a core or edge router and the comparable reverse path, packet loss, substantial in-network packet latency, unavailability arising from a Licensee or User service request, planned or unplanned eOriginal upstream provider outages, and other reasons outside of eOriginal’s reasonable control, such as force majeure.

Unless Licensee’s Technical Contacts are otherwise notified by eOriginal, eOriginal will perform scheduled support and maintenance on the eAsset Management Service, backup and recovery of data, and loading or enhancement, patches, or bug fixes of the eAsset Management Service software  (“Scheduled Maintenance”) during the period between 12am and 6am Eastern Time. Beyond Scheduled Maintenance interruptions, there may be times that emergency maintenance is required, at which time access to the eAsset Management Service may be interrupted to apply maintenance to fix, recover from and/or prevent a problem. In event of any need for emergency maintenance, eOriginal will use its best efforts to give Licensee’s Technical Contact(s) advance notification of such interruption. All notices provided under this Section shall be effective for all purposes herein, despite any failure of Licensee to receive such notice for any reason.

4.1 Outage. eOriginal shall contact Licensee’s Technical Contact(s) by email and/or by phone to the email address or telephone number provided in writing to eOriginal within one (1) hour after the occurrence of any unavailability of the eAsset Management Service that comes to eOriginal’s attention which results in one or more User’s complete inability to access the eAsset Management Service for a continuous period of fifteen (15) minutes or more despite attempts to properly log onto the eAsset Management Service.

4.2 Brute Force Attack. If any person obtains unauthorized access to Licensee’s Confidential Information on eAsset Management Service servers through a brute force attack or by compromising a core application’s security system (i.e., if such break in is accomplished other than by a person guessing username/password or other access code combinations, obtaining access to username/password or other access code combinations from an User or any third party, whether or not authorized to do so, or where the attack occurs as a result of the negligence or intentional action or inaction of an User or a third party), eOriginal will: (i) report all such conduct to the appropriate authorities, and pursue the arrest and prosecution of such persons to extent reasonable under the circumstances; (ii) provide a detailed report to Licensee of the method of attack, what systems were compromised, the information that was accessed and all other pertinent information; and (iii) take reasonable effort under the circumstances to retrieve all information that was compromised and maintain the security of the data.

5.1  Support Services Defined. eOriginal provides support services in connection with the eAsset Management Service production environment which consists of the following:

  • Support to develop and upload onto the eAsset Management Service Updates to, and Versions of, the software as needed to ensure the eAsset Management Service conforms at all times to the warranties set forth in the Agreement (the “As Documented Warranty”);
  • Uploading onto the eAsset Management Service new Versions of the eAsset Management Service software as such Versions are released by eOriginal;
  • Providing new Version seminars prior to the release of each new Version to discuss new software features and/or configuration impacts;
  • Provide Help Desk Services to respond to issues regarding the operation of the eAsset Management Service; and
  • Provide Help Desk Services during Support Hours (defined below) to:
  • receive and implement Licensee configuration change requests;
  • assign, activate, and deactivate user names of Users and update information concerning the identity of Users;
  • answer questions regarding the features or functionality of the eAsset Management Service.

“Versions” are the releases of the eAsset Management Service software which are made commercially accessible by eOriginal to its clients, and are identified in the release number as those digits before the second decimal point (e.g., Version 4.2.0). “Updates” are work-arounds, patches, hot fixes, bug fixes or other corrections to the eAsset Management Service software, which may be uploaded onto the eAsset Management Service on an emergency basis or as Scheduled Maintenance, and are identified in the release number as those digits/letters following second decimal point (e.g., Version 4.2.X).

eOriginal’s Help Line may be reached at 866.eOHelpU (866.364.3578) for Level 1 issues on a 24x7x365 basis (see chart in Section 5.2 below). All other issues must be reported to the Help Line during Support Hours. Support Hours are Monday through Friday, 8:00am to 9:00pm Eastern Time excluding major U.S. holidays. eOriginal may also be reached by email at support@eoriginal.com during Email Support Hours defined as the hours of 8:00am to 5:00pm Eastern Time Monday through Friday excluding major U.S. holidays. All emails received will be acknowledged and responded to only during Email Support Hours.

5.2 Support Levels and Response Times. eOriginal will respond to issues identified by Licensee in accordance with the Severity Levels and Response Times indicated below:

Severity Level

Response Time

Solution Delivery

Level 1 – The eAsset Management Service is not available for production use.

 

Reported 24x7x365 via the Help Line

 

eOriginal will contact Licensee within one hour of Licensee’s call acknowledging receipt of the problem and providing the status of emergency procedures to address the problem. Support, including resolution efforts, provided 24 hours a day, 7 days a week, 365 days per year.              An emergency Update will be uploaded onto the eAsset Management Service as soon as possible. A tested, permanent solution will be uploaded onto the eAsset Management Service through the next regularly scheduled Update/Version.
Level 2 –One or more significant functions of the eAsset Management Service is/are not available for production use. eOriginal will contact Licensee within eight business hours of Licensee’s call or email acknowledging receipt of the problem and providing the status of procedures to address the problem. Support, including resolution efforts, provided during Support Hours.  An emergency Update will be uploaded onto the eAsset Management Service as soon as available. A tested, permanent solution will be uploaded onto the eAsset Management through the next regularly scheduled Update/Version.
Level 3 – One or more functions of the eAsset Management Service are impaired, but available for production use. eOriginal will contact Licensee within two business days of Licensee’s call or email acknowledging receipt of the problem and providing the status of procedures to address the problem. Support, including resolution efforts, provided during Support Hours.  A tested, permanent solution will be uploaded onto the eAsset Management Service through the next regularly scheduled Update/Version.

 

Level 4 –All other issues for which support is provided under Section 5.1. eOriginal is available to receive support calls and to provide support services during Support Hours. If applicable, once developed, a tested, permanent solution will be uploaded onto the eAsset Management Service through the next available regularly scheduled Update/Version.

5.3 Terms of Support. eOriginal will provide support services for only the current Version of the software as uploaded onto the eAsset Management Service. When a new Version is released, the prior Version is replaced by the new Version for all clients, including Licensee and all Users. eOriginal will provide prior written notification of each new Version. eOriginal does not provide support services directly to Users other than Licensee’s Technical Contacts. All User requests for support or inquiries regarding use of the eAsset Management Service shall be addressed by Licensee. Should Licensee need eOriginal support to respond to such inquiries, Licensee’s Technical Contact(s) may contact the eOriginal Help Line during Support Hours.

5.4 Licensee Responsibilities. Licensee must fulfill its responsibilities below to ensure that issues with the eAsset Management Service receive the support response appropriate to the nature and severity of the issue:

  • Licensee is responsible to provide eOriginal with its Technical Contact(s)’ contact information, including name, telephone number and email address.
  • Licensee must provide eOriginal with contact information, including name and email address, for all individuals other than Licensee’s Technical Contact(s) to receive notification of new Versions of the Software as such Versions are released by eOriginal.
  • Licensee’s Technical Contact(s) is/are the appropriate person(s) to contact eOriginal for support. If any other representative of Licensee contacts eOriginal seeking support, eOriginal will bill the support issue as Other Available Support under Section 5.5 below.
  • Licensee’s Technical Contact(s) must contact the Help Line during the time period appropriate to the type of support sought. If Licensee emails eOriginal outside of Support Hours regarding any Level 1 or Level 2 issue, eOriginal will not be able to initially provide the Response Times and Solution Delivery Schedule appropriate to that issue. Conversely, if Licensee calls eOriginal’s Help Line outside of Support Hours for a Level 3 or Level 4 issue, eOriginal will only provide the Response Times and Solution Delivery Support Schedule appropriate to those Levels.
  • If the Help Line Product Specialists are on the line with other clients or otherwise do not answer, Licensee’s Technical Contact(s) should utilize the voicemail box.
  • For each support request submitted, Licensee must provide the following information: Licensee company name, Technical Contact name, telephone or cell number, email address, and a description of the problem including the impact of the problem on Licensee’s systems.
  • Licensee is responsible to provide eOriginal with all necessary information, example code, error logs, test time and access, potentially including remote access to Licensee’s systems, to reproduce the problem and address the defect.

5.5 Support Escalation. eOriginal support personnel will work with Licensee until a satisfactory resolution is reached. If Licensee’s issue requires escalation, Licensee may escalate the issue using the Support Escalation Tree. The Support Escalation Tree will be provided to Licensee during implementation. Licensee shall also provide to eOriginal the contact names, titles, telephone/cell numbers and email addresses for Licensee’s escalation contact persons, in addition to Licensee’s Technical Contact(s).

5.6 Other Available Support. If an issue with the eAsset Management Service reported by Licensee, or information or a service requested by Licensee, is not included in Section 5.1 above as support services, eOriginal may require Licensee to enter into a separate services agreement to receive related services. Such services are provided at eOriginal’s then current standard professional service rates, and eOriginal may, at its discretion, require advance payment. Such other available services may include the following:

  • Any services to be provided on-site at Licensee’s locations;
  • Support addressing an issue that is not a breach of the As Documented Warranty;
  • Support addressing an issue in Licensee’s production environment that is not a defect in the eAsset Management Service, including issues related to Licensee’s systems;
  • Support addressing an issue in any Licensee development, testing or staging environment, or otherwise provided prior to implementation of the eAsset Management Service production environment;
  • Support which diagnoses and/or resolves issues outside of the eAsset Management , such as problems in the production or test environment of Licensee or any User;
  • Providing training on new Versions or Updates of the eAsset Management Service software or on the features and/or functionality of the eAsset Management Service, beyond the new Version seminars included in Section 5.1 above; and
  • Support in the integration of new Versions or Updates of the eAsset Management Service.

The warranties and representations made in these Service Standards are based on a failure (other than Permitted Unavailability) that is caused solely by a component or components of the eAsset Management Service managed by eOriginal in a production environment. Unless otherwise stated herein, the warranties and representations made in these Service Standards shall apply only upon Licensee’s use of the production environment for the eAsset Management Service and, therefore, shall be inapplicable in any testing, development, or staging environment. These Service Standards are based on compliance with the terms and conditions of the User’s Guide and the Agreement by Licensee and each User, and the failure of Licensee or any User to so comply may invalidate eOriginal’s warranties provided herein. Furthermore, eOriginal shall not be held liable for failure to fulfill its obligations under these Service Standards if such failure is in any way due to tampering with equipment, failure to comply with the Agreement, or failure to comply with the User’s Guide by any person other than eOriginal.

eOriginal may modify these Service Standards from time to time. eOriginal will give thirty (30) calendar days’ notice by email to Licensee’s Technical Contacts before the effective date of any such modifications. In the event that Licensee deems any such modifications to be materially adverse to Licensee’s business operations, Licensee may terminate the Agreement by providing eOriginal with at least sixty (60) days prior written notice and may elect, in such notice, to extend the termination date and continue using the eAsset Management Service for the Winding Down Period as defined in the Agreement. If such election is made, the modified Service Standards shall not become effective as to Licensee during the notice period and the Winding Down Period.

If Licensee has purchased the eAsset Management Service’s Premium Support offering, in addition to the support services described above, Licensee will receive:

  • Assigned Technical Account Manager. Licensee’s Technical Account Manager will keep Licensee abreast of new Software and services offerings of related to the eAsset Management Service and provide demonstrations of these new offerings. The Technical Account Manager will monitor Licensee success factors and indicators, hold quarterly Licensee executive team meetings and oversee Licensee implementation and installation projects. Additionally, the technical Account Manager represents Licensee to the eOriginal Software product manager and shares Licensee’s development requests, as well as holds semi-annual Licensee technology review meetings. The semi-annual technology review meetings include a demonstration and review of Licensee’s integrated solution and system configurations with feedback on compliance satisfaction, configuration or implementation recommendations, and suggestions to leverage new or upcoming Software features.
  • 24x7x365 Help Desk Case Submission. Licensee will be able to contact the eOriginal Help Line via telephone at any time, 24x7x365, to submit issues or concerns regarding the Software, regardless of the Severity Level of the issue. This does not impact Email Support Hours which continue to apply to email requests for support.
  • Vendor Management/Compliance Support. Licensee’s custom requirements for completing vendor management due diligence will be supported and coordinated through Licensee’s Technical Account Manager. Vendor management support may include responding to audit questionnaires, onsite audit participation, responding to custom or additional document and information requests, and supporting security testing efforts..
  • Test Environment Access. Licensee will be provided access to the eAsset Management Service’s Test On Demand environment which, for test purposes, runs the release Version of the Software used in production.
  • Preview Environment Access. Licensee will be provided access to the eAsset Management Service’s Preview On Demand environment sandbox to preview upcoming releases of the Software.
  • New Staff Training. eOriginal will provide as needed new staff training, up to twice per calendar year, consisting of the training conducted with Licensee’s original eAsset Management Service’s implementation services.

Effective December 8, 2017
©2013-2017 eOriginal Inc.Confidential and Proprietary