Client Success Offering Plan Terms and Conditions
Introduction
By purchasing a Client Success Offering Plan („CSO Plan„) with Lucidworks, Inc. („Service Provider„), the individual, entity, or entity affiliate („Client„) agrees that the following support terms and conditions („Terms„) govern the delivery of support services („CSO Services„) under the applicable CSO Plan. These Terms outline and govern the CSO Services provided by Lucidworks to Client for the CSO Plan purchased under the applicable order („Order“ or „Order Form„) for a specified time-period (the „Subscription Term„). Except as otherwise defined herein, all capitalized terms used shall have the same meaning as ascribed in any master subscription agreement, terms of service, or other agreement for Lucidworks products or services (each, an „Agreement„). In the event of, and notwithstanding anything to the contrary in the Agreement, any inconsistencies or conflicts between these Terms and the Agreement, these Terms shall govern with respect to CSO Services.
1. Scope of CSO Services
1.1 Upon execution of an Order Form, Lucidworks will provide CSO Services in accordance with these Terms for the applicable CSO Plan as described at „CSO Plan Support Page„. Lucidworks reserves the right to amend these Terms and the CSO Services provided under a CSO Plan at any time by updating this page and/or the CSO Plan Support Page. Notwithstanding the foregoing, during any Subscription Term, Lucidworks will not amend the CSO Services in a way that (i) materially reduces the benefits provided to Client under a Plan, (ii) materially impacts Lucidworks obligation to deliver the CSO Services, or (iii) materially impacts the rights that Client receives under the CSO Services. In the event of any inconsistencies between these Terms and the terms on the CSO Plan Support Page, the terms on the CSO Plan Support Page will govern.
Any requests for CSO Services outside the scope defined in the Order Form or CSO Plan may be considered and authorized by Lucidworks in its sole discretion but will require a separate agreement and may be subject to additional charges.
1.2 CSO Plans are provided in various tiers and outline the description of services provided for each tier. Lucidworks will provide the CSO Services in accordance with these Terms, the applicable CSO Plan, and the applicable Order Form. Should Client’s request of CSO Services exceed what is provided in its purchased CSO Plan, Lucidworks will work with Client to uplift to a CSO Plan that better aligns with Client’s CSO Service needs.
1.3 Response Times. Lucidworks will make reasonable efforts to respond to Client’s CSO Service request within the response time described under an applicable CSO Plan („Response Time„) but does not guarantee that a response will be provided within the specific time period.
1.4 Availability. All CSO Services are performed remotely. Lucidworks shall make the CSO Services available to the Client during normal business hours, which are defined as 9:00 AM to 6:00 PM, local time in the Client’s respective region, Monday through Friday, excluding public holidays observed in the state of California („Normal Business Hours„). The availability of CSO Services outside of these hours may be arranged by mutual agreement between Lucidworks and the Client, subject to additional terms and conditions as may be agreed upon in writing.
2. Exclusions
Unless otherwise specified in an Order Form or CSO Plan, Lucidworks will not provide CSO Services for (a) the development or deployment of any custom or production code, software, hardware, or other deliverables or work product on behalf of Customer; (b) the use or modification of any of Lucidworks‘ products for which Client has an active subscription („Supported Product„) in a manner for which the Supported Product is not intended to be used or modified; or (c) customized integrations with or modifications to the Supported Product; (d) third-party products or technologies and their effects on or interactions with a Supported Product; (e) user acceptance testing or quality assurance checks.
3. Client Responsibilities
In accordance with the provisions of these Terms, Client shall:
- Cooperate with Lucidworks when engaging with CSO Services by providing information necessary to assist Lucidworks in providing CSO Services.
- Provide timely and accurate information to Lucidworks regarding any issues or problems encountered with the services covered under these Terms or a CSO Plan.
- Ensure that any necessary equipment, software, and communication interfaces required for the proper execution of the CSO Services are in good working order and meet Lucidwork’s minimum system requirements.
- Designate a primary contact and, if necessary, a secondary contact, who will be responsible for all communications with Lucidworks regarding the CSO Services. These contacts must be available to work with Lucidworks during the Normal Business Hours to resolve any issues.
- Not transfer CSO Services to a third-party.
- Comply with all applicable laws and regulations, including applicable sanctions and export controls.
Failure to fulfill these responsibilities may result in a reduction of the CSO Services provided under these Terms or may void Lucidworks‘ obligations under these Terms.
4. Limited Warranty
ALTHOUGH LUCIDWORKS CANNOT GUARNATEE RESULTS, LUCIDWORKS WILL MAKE REASONABLE EFFORTS TO PERFORM CSO SERVICES UNDER THE CSO PLAN WITH DUE DILIGENCE AND IN A PROFESSIONAL AND WORKMAN-LIKE MANNER. TO THE EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTY AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES, AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS, OR IMPLIED. AS PERMITTED BY APPLICABLE LAW, LUCIDWORKS SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES RELATING TO OR ARISING IN ANY WAY OUT OF THESE TERMS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. Limitation of Liability
WITH EXCEPTION TO INDEMNIFICATION, TO THE EXTENT PERMITTED BY LAW, EACH PARTY’S LIABILITY UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT IN THE PREVIOUS TWELVE (12) MONTHS FOR THE CSO SERVICE PLAN DETAILED IN THE APPLICABLE ORDER FORM. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, DAMAGE, CORRUPTION, OR LOSS OF DATA, LOSS OF USE OR EQUIPMENT OR FACILITIES, OR INTERRUPTION OF BUSINESS, IN EACH CASE, ARISING IN ANY WAY OUT OF THESE TERMS UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
6. Indemnification
6.1 Client will defend, hold harmless, and indemnify Lucidworks, its subsidiaries, and Affiliates, and their respective officers, directors, employees, and agents from and against any claim or threat of claim or proceeding brought by a third party against Lucidworks arising out of the acts and/or omissions of Client, including without limitation any alleged violation by Client of its obligations under Section 3.
6.2 In the event Lucidworks seeks indemnification from Client under this Section 6, Lucidworks will promptly notify Client in writing of the claim(s) brought against Lucidworks for which it seeks indemnification. Lucidworks reserves the right, at its option and sole discretion, to assume full control of the defense of such claim with legal counsel of its choice. In the event Lucidworks assumes control of the defense of such claim, Lucidworks shall not settle any such claim requiring payment from Client without Client’s prior written approval. Upon Lucidwork’s request, Client shall reimburse Lucidwokrs for any expenses reasonably incurred by Lucidworks in defending such a claim, including, without limitation, attorney’s fees and costs, as well as any judgment on or settlement of the claim in respect of which the foregoing relates.
6.3 Client may not enter into any third-party agreement which would, in any manner whatsoever, affect the rights of or bind Lucidworks in any manner, without the prior written consent of Lucidworks
Last updated 3/24/2025