LUCIDWORKS TECHNICAL SUPPORT TERMS

This Exhibit details the Technical Support Services to which Customer is entitled and associated Customer obligations based on the Product Subscription described in the applicable Order Form.

HOSTED PRODUCTS

A. Technical Support General. Technical Support as described herein is included for the Hosted Products (including Improvements) during a Subscription Term. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

    1. Technical Support includes: (a) responses to Incidents in accordance with the SROs detailed below; (b) effort to identify causes of suspected Errors (as defined below) occurring on the Products; (c) addressing confirmed Errors in the Products; and (d) any additional support services specified in the Order Form. When Support Coordinators (as defined below) notify Lucidworks of a suspected Error in the Products, Lucidworks will use commercially reasonable efforts to reproduce such suspected Error.
    2. Authorized Support Coordinators. Customer will designate specific Customer personnel for requesting and receiving Technical Support from Lucidworks (the “Support Coordinators”), and Lucidworks will provide Technical Support only to Support Coordinators. Customer will provide Lucidworks with the names of the Support Coordinators upon execution of this Agreement. Lucidworks, in its sole discretion, may limit the number of Support Coordinators in proportion to the purchased Product Subscriptions.
    3. Customer Obligations. As a condition to Lucidworks’ Technical Support obligations under this Agreement, Customer must:  (a) assist Lucidworks in identifying and correcting Errors; (b) execute reasonable diagnostic routines in accordance with instructions provided by Lucidworks (and inform Lucidworks of the results of such tests); and (c) ensure that its Support Coordinators are sufficiently qualified and familiar with the Products and Customer systems so as to provide Lucidworks with reasonable assistance in diagnosing and addressing Errors.
    4. Scheduled Maintenance. Lucidworks will communicate with Customer regarding scheduled maintenance via official channels.

B. Definitions.

    1. Definitions
      1. “Error” means a reproducible failure of the Products to perform in substantial conformity with its Documentation, if any.
      2. “Incident” means a single question or issue posed by Customer with respect to the Products.
      3. “Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades, and changes to the Product as developed by Lucidworks, made generally available for production use and which are not separately priced and marketed.
      4. “Business Day” means each day Monday-Friday, 6am – 9pm E.T.
    2. Severity Level Definitions
      1. Severity 1: A reported Incident, which has a severe commercial impact on Customer’s business which either makes the Product inoperable or prevents content discovery.
      2. Severity 2: A reported Incident, which has a significant commercial impact on Customer’s business which either makes one or more critical areas of functionality inoperable or prevents content discovery, and any workaround has a significant operational impact.
      3. Severity 3: A reported Incident, which has a moderate commercial impact on Customer’s business which either makes one or more non-critical areas of functionality inoperable or results in serious inconvenience to a significant number of Customer’s users, and a workaround has only a minor operational impact, or impacts Customer’s non-production environments.
      4. Severity 4: A reported Incident, which has no commercial impact on Customer’s business or does not affect any critical areas of functionality and only results in minor inconvenience to a small number of Customer’s users, and a workaround has only a minor operational impact, or impacts Customer’s non-production environments.

C. Service Response Objectives (“SRO”).

Customer to reference its Order Form to determine applicable service level.

Base Premium
Severity 1 Incident Support Initial response time of one (1) hour; Lucidworks’ support personnel will work to resolve the issue until a temporary workaround is in place Initial response time of twenty (20) minutes; Lucidworks’ support personnel will work to resolve the issue until a temporary workaround is in place
Severity 2 Incident Support Initial response time of twelve (12) hours Initial response time of four (4) hours
Severity 3 Incident Support Initial response time of twenty-four (24) hours Initial response time of twenty-four (24) hours
Severity 4 Incident Support Initial response time of forty-eight (48) hours Initial response time of forty-eight (48) hours

 

D. Availability. Lucidworks commits a 99.9% Availability for the Hosted Products (the “Availability Goal”). “Availability” is measured quarterly over a Subscription Year and means the time that the Hosted Product is available.

        1. The Availability percentage is calculated as ((A-B)/A) * 100
        2. A is the number of minutes in the quarter, prorated according to the number of days in the applicable quarter of the start or end of the operative Subscription Term for the Hosted Product, less Excused Downtime
        3. B is the number of minutes in the quarter the Hosted Product is Not Available, except during Excused Downtime

“Not Available” means, for the end user search functionality of the Hosted Product: (A) a valid authenticated search for a simple term, that is sent to the designated query monitoring API endpoint of the Hosted Product, fails to return a response code indicating successful execution; (B) which failure is with the Hosted Product, or is caused by Lucidworks’ personnel, equipment, software, or services; and (C) which is not due to Excused Downtime or a Force Majeure event.

“Excused Downtime” means time the Hosted Products are Not Available due to: (i) scheduled or emergency maintenance; (ii) Customer’s request; (iii) Customer’s (or its representatives’) actions or omissions (including without limitation when the Hosted Product is Not Available to Customer due to actions taken by Lucidworks in response to Customer’s actions or omissions (e.g. Customer actions or omissions create network or platform stability issues); (iv) Customer misuse of the Hosted Product; (v) Customer’s breach of this Agreement (e.g., an unapproved penetration test, vulnerability scan, or other attack initiated by Customer); (vi) Customer or third party devices or infrastructure (e.g., network components, hardware, software or ISP/network access); and (vii) a Force Majeure event.

E. Service Credits. If Availability in any quarter drops below the Availability Goal, Lucidworks will provide Customer with a credit for use toward future Fees (a “Service Credit”). The Service Credit will be the greater of: (i) 10% of the prorated applicable Product Subscription Fee applicable to one calendar quarter or (ii) a percentage of the quarterly Product Subscription Fee equal to 100% minus the Availability percentage during the calendar quarter (e.g., if the Availability percentage during an applicable quarter is 85%, then the Service Credit available to Customer will be 15% of the Product Subscription fee for that quarter). To obtain a Service Credit, Customer must notify Lucidworks of the failure in writing, as set forth in Section 10.4, with the heading “Service Credit Request” prominently written at the top of the notice, within thirty (30) days after the end of the applicable quarter. Upon verification that a Service Credit is owed to Customer for the quarter in question, Lucidworks will issue the Service Credit. If the Service Credit is reasonably disputed by Lucidworks, Customer and Lucidworks will work together in good faith to resolve such dispute in a timely manner. Service Credits have no cash value. In the event Customer pursues additional damages against Lucidworks under this Agreement, Service Credit amounts issued by Lucidworks to Customer will be applied toward any limit of liability for those damages. Customer may agree in writing to waive or reduce any Service Credits which would otherwise be due for a particular quarter. The Service Credits specified in this Section are Lucidworks’ sole liability, and Customer’s exclusive remedy, for any failure by Lucidworks to meet the Availability Goal.

F. Exclusions. Lucidworks will have no obligation to correct Errors caused by: (a) any modification of the Hosted Products (including any attempted Error correction) not performed by Lucidworks, (b) any Customer or third-party product, or (c) Customer’s systems. Further, Customer acknowledges that its compliance with the License Metrics outlined in the applicable Order Form is critical to Lucidworks’ ability to comply with the SROs and Availability Goal. Should Customer exceed such License Metrics, the SROs and Availability Goal shall no longer apply. Issues related to Professional Services, including training or integration, are not covered by Technical Support and are instead covered by a Statement of Work or contracted for separately.

SELF-HOSTED-PRODUCTS

A. Technical Support General 

    1. In accordance with the Lucidworks End of Life Policy (as defined below), Technical Support is included with each Product Subscription determined by the Product Release Version for a period of time starting from the Product release date (the “Support Term”) as detailed in the applicable Support Policy found here. Technical Support includes: (a) 24×7 response to questions regarding the operation of the Products; (b) effort to identify causes of suspected Errors (as defined below) occurring on the Products; (c) addressing confirmed Errors in the Products; and (d) any additional support services specified in the Order Form. Lucidworks will have no obligations to provide Technical Support beyond the Support Term unless Customer: (i) purchases extended support for the Product (if available for that version), pursuant to an Order Form or (ii) migrates from the Product to a newer Version of the Product which is covered by an applicable Support Term. When Support Coordinators (as defined below) notify Lucidworks of a suspected Error in the Product(s), Lucidworks will use commercially reasonable efforts to reproduce such suspected Error. If Lucidworks identifies an Error, it will determine the Severity Level (as defined below) of the Error and use commercially reasonable efforts to correct the Error in accordance with the appropriate SRO and procedures set forth below. Lucidworks will handle Technical Support requests for immaterial Product defects, but such requests shall not be subject to the SROs. Unless otherwise mutually agreed in writing, Lucidworks will have no obligation to provide on-site support services at Customer’s location.
    2. Authorized Support Coordinators. Customer will designate specific Customer personnel for requesting and receiving Technical Support from Lucidworks (the “Support Coordinators”), and Lucidworks will provide Technical Support only to Support Coordinators. Customer will provide Lucidworks with the names of the Support Coordinators upon execution of this Agreement. Lucidworks, in its sole discretion, may limit the number of Support Coordinators in proportion to the purchased Product Subscriptions.
    3. Customer Obligations. As a condition to Lucidworks’ Technical Support obligations under this Agreement, Customer must:  (a) assist Lucidworks in identifying and correcting Errors; (b) execute reasonable diagnostic routines in accordance with instructions provided by Lucidworks (and inform Lucidworks of the results of such tests); (c) ensure that its Support Coordinators are sufficiently qualified and familiar with the Products and Customer systems so as to provide Lucidworks with reasonable assistance in diagnosing and addressing Errors; and (d) install all Maintenance Releases.
    4. Scheduled Maintenance. Lucidworks will communicate with Customer regarding scheduled maintenance via official channels.

B. Definitions

    1. Definitions
      1. “End of Life Policy” means the Lucidworks policy which describes key business milestones and timing associated with its Products’ end of life, including but not limited to, end of sale, end of product development, and end of Technical Support, which policy is subject to change from time to time upon prior written notice to Customer.
      2. “Error” means a reproducible failure of the Products to perform in substantial conformity with its Documentation, if any.
      3. “Incident” means a single question or issue posed by Customer with respect to the Products.
      4. “Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the Product, including any updated Documentation, that Lucidworks may provide to Customer from time to time during the Subscription Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Product, and that are not separately priced and marketed by Lucidworks.
    2. Severity Level Definitions.
      1. Severity 1: A reported Incident, which has a severe commercial impact on Customer’s business which either makes the Product inoperable or prevents content discovery.
      2. Severity 2: A reported Incident, which has a significant commercial impact on Customer’s business which either makes one or more critical areas of functionality inoperable or prevents content discovery, and any workaround has a significant operational impact.
      3. Severity 3: A reported Incident, which has a moderate commercial impact on Customer’s business which either makes one or more non-critical areas of functionality inoperable or results in serious inconvenience to a significant number of Customer’s users, and a workaround has only a minor operational impact, or impacts Customer’s non-production environments.
      4. Severity 4: A reported Incident, which has no commercial impact on Customer’s business or does not affect any critical areas of functionality and only results in minor inconvenience to a small number of Customer’s users, and a workaround has only a minor operational impact, or impacts Customer’s non-production environments.

C. Service Response Objectives (“SROs”)

Customer to reference its Order Form to determine applicable service level.

Base Premium
Severity 1 Incident Support Initial response time of one (1) hour; Lucidworks’ support personnel will work to resolve the issue until a temporary workaround is in place Initial response time of twenty (20) minutes; Lucidworks’ support personnel will work to resolve the issue until a temporary workaround is in place
Severity 2 Incident Support Initial response time of twelve (12) hours Initial response time of four (4) hours
Severity 3 Incident Support Initial response time of twenty-four (24) hours Initial response time of twenty-four (24) hours
Severity 4 Incident Support Initial response time of forty-eight (48) hours Initial response time of forty-eight (48) hours

 

D. Exclusions. Lucidworks will have no obligation to correct Errors caused by: (a) any modification of the Hosted Products (including any attempted Error correction) not performed by Lucidworks, (b) any Customer or third-party product, or (c) Customer’s systems. Further, Customer acknowledges that its compliance with the License Metrics outlined in the applicable Order Form is critical to Lucidworks’ ability to comply with the SROs. Should Customer exceed such License Metrics, the SROs shall no longer apply. Issues related to Professional Services, including training or integration, are not covered by Technical Support and are instead covered by a Statement of Work or contracted for separately.

Last updated 09/27/2023