Appendix A

NuoDB Technical Support and Maintenance Services

1. Definitions

1.1

"Qualification" means the determination by NuoDB of (i) the nature of a Non- Conformity, and (ii) the proposed resolution (i.e., Non-Software Fix, Software Fix, or both).

1.2

"Non-Conformity" means when the Software does not perform the functions described in the Software’s Documentation.

1.3

"Non-Software Fix" means a configuration change, a Workaround, a data modification, or other change that is implemented to resolve a Non-Conformity and that does not involve a Software Fix.

1.4

"Software Fix" means a coding change to the Software or any part of it in order to fix a Non-Conformity.

1.5

"Time" means the actual time spent by NuoDB resolving a reported Non-Conformity. It does not include, for example, time waiting for information or for a database to be made available by the CLIENT. Time is calculated starting from the moment the NuoDB Help Desk receives the relevant and sufficient information from the CLIENT regarding the alleged Non-Conformity, and can replicate the said Non-Conformity with the information supplied. Workaround means a procedural change that avoids a Non-Conformity

2. HELP DESK

2.1

NuoDB help desk (“HD”) provides services regarding the operation of the then-current version of the Software and prior major, minor or maintenance releases within the last 18 months. These services are limited to the resolving of functional and technical issues related to the Software. Assistance to resolve the issue will be via telephone or the NuoDB Online Technical Support Portal (“OTSP”). The CLIENT is responsible for first level help desk within the CLIENT’s user base. The CLIENT must provide the information requested by NuoDB in order for NuoDB to respond and/or resolve the issues. If the CLIENT is unsure as to the underlying cause of an issue, the CLIENT must first create a ticket with NuoDB to determine if the cause is isolated to NuoDB Software.

2.2

The CLIENT will supply details of all staff authorized to log issues with the Software to the HD and the CLIENT commits to suitably train all staff in the operation of the Software. Staff designated by the CLIENT to log issues shall not exceed three (3) individuals, unless expressly agreed with NuoDB in writing.

2.3

Prior to logging an issue, the CLIENT must ensure (i) that the issue has not previously been logged, (ii) that the knowledge to resolve the issue is not held by the CLIENT, (iii) that it has searched the updates repository (where available) and confirmed that it is not an issue already addressed.

2.4

NuoDB will make available documentation via the NuoDB OTSP relating to the information required from the CLIENT for each issue to be processed and resolved. The CLIENT will ensure that all issues logged are fully documented to allow HD to readily identify the nature of each issue; including provision of an outline of the business impact of the issue and any other additional information that may reasonably be required by NuoDB to identify the CLIENT and resolve the issue.

2.5

In addition to providing the information, the CLIENT must install the necessary equipment and software (VPN or similar connectivity mechanisms) to enable NuoDB’ staff access to any Software environment to analyze the issue that is logged. The CLIENT must ensure that access to such environment is to a non-production environment only and does not contain and Personally Identifiable Information (“PII”). NuoDB will supply that list of accepted connectivity mechanisms and the nature and type of access to the non-production environment after the Effective Date of the EULA.

2.6

HD access through the NuoDB OTSP for the CLIENT will be provided 24 hours a day, 7 days a week. Technical support representatives will respond to CLIENT during normal business hours from 6:00am – 6:00pm ET.

2.7

For non-conformity class 1, the CLIENT must dial the 24/7 Enhanced Support telephone number.

2.8

To determine the status of each logged issue, the CLIENT will use the NuoDB OTSP.

2.9

NuoDB HD staff will update the OTSP with each action undertaken in the resolution of an issue ensuring that the CLIENT has access to up to date information on each issue.

2.10

CLIENT Issue Categorization:

Non-Conformity class 1 (Severity 0):

An issue that results in a blocking business impact for a Production System only; may be an issue where customer experiences (i) a complete or substantial loss of service when using a Production System, or (ii) real or perceived data loss or data corruption making an essential part of the Production System unusable, or (iii) the inability to use a mission-critical application within a Production System. The Software or a critical area of the Software is unavailable for Use, Software “down”. A critical area of the Software is one, which supports critical services such as internet banking services, payments services or ATMs.

Non-Conformity class 2-1 (Severity 1):

An issue that results in a high business impact for a Production or Non- Production System; may be an issue where customer experiences (i) the functionality of the software is adversely affected but can be circumvented, or (ii) certain functions within the software are disabled, but the software remains operable, or (iii) a complete or substantial loss of service when using a Non-Production System.

Non-Conformity class 2-2 and 2-3 (Severity 2):

An issue that results in a moderate business impact for a Production or Non- Production System; may be an issue where customer experiences (i) partial non-critical functionality loss and the Issue has no significant effect on the usability of the software, or (ii) time-sensitive issue important to long-term productivity that is not preventing immediate work.

Non-Conformity class 3 (Severity 3):

An issue that results in a minimal business impact for a Production or Non- Production System; may be an issue with no impact to quality, performance, or functionality of the software, or cases of general information requests. No urgency.

2.11

Response and Resolution Target Times:

NON-CONFORMITY CLASS DESCRIPTION RESOLUTION TIME

Non-Conformity class 1

Production risk resolved/Non- Software Fix to be supplied

Four (4) hours

Qualification

Forty-eight (48) hours

Software Fix, if one is required

To be agreed with CLIENT as necessary

Non-Conformity class 2

Qualification Workaround provided, if available

Fourteen (14) days

Software Fix, if one is required

To be agreed with CLIENT as necessary

Non-Conformity class 3

Software Fix, if one is required

To be agreed with CLIENT as necessary

2.12

If a Non-Software Fix solution for a Non-Conformity class 1 has not been provided to the CLIENT by NuoDB within two (2) hours from the initial response time, NuoDB agrees to commit upper tier technical expertise thereafter.

2.13

Relevant personnel from the HD team will remotely and continuously work until any Non-Conformity class 1 production risk has been resolved.

2.14

For issues that NuoDB resolves by way of a Software Fix, the manner in which NuoDB may supply that Software Fix can be by way of making available an update to the CLIENT. NuoDB is not obliged to rebuild any corrupted database of the CLIENT.

2.15

If an issue cannot be replicated consistently, then the issue will be closed as unable to replicate (and there shall be no obligation to implement a Software Fix). However, where possible and relevant, NuoDB will provide a Non-Software Fix within the agreed timescale.

2.16

CLIENT Obligations to Report Deliverable Issues

2.16.1

The CLIENT agrees to provide NuoDB with documented examples of any Non- Conformities upon giving NuoDB notice of the same. The CLIENT hereby acknowledges that it may not be possible for NuoDB to provide temporary or permanent advice and/or a Non-Software Fix if such examples or documents are not provided to NuoDB on a timely basis. NuoDB undertakes to keep detailed records of all duties carried out and at the CLIENT’s request shall make such records available for inspection and/or provide copies to the CLIENT.

2.17

NuoDB’ Obligations to Report Deliverable Issues If NuoDB becomes aware of any issue associated with the Software or any portion thereof through its own research, or through reports of such issues by NuoDB' customers other than CLIENT, that NuoDB reasonably believes may impact the performance of the Software or any portion thereof, then NuoDB will:

2.17.1

report via OTSP any issue that could lead to a Non-Conformity class 1 and publish the details of the relevant update in which the issue is fixed; and

2.17.2

for Non-Conformities classes 2 and 3, include the necessary fixes and related Documentation in the next relevant update.

2.18

NuoDB’ obligation in relation to Third Party Component(s)

2.18.1

All Third Party Components which have been licensed by the CLIENT will be subject to such supplier’s support policy.

2.19

NuoDB’ obligation to remedy a Non-Conformity shall not apply in the event of:

2.19.1

alteration (local or otherwise) having been made to the Software other than by NuoDB or with its written consent;

2.19.2

use of the Software or any deliverable in a manner inconsistent with the Documentation or specifications;

2.19.3

failure in the hardware or networks/infrastructure;

2.19.4

failure by the CLIENT to adhere to or to use any required configurations, operating environment or hardware specified by NuoDB;

2.19.5

failure by the CLIENT to provide the relevant information required by NuoDB to manage the issue;

2.19.6

failure by the CLIENT to install updates; and/or

2.19.7

willful or negligent acts or omissions of the CLIENT.

If it is determined that the requirement to provide HD services is due to any of the above, or any work conducted by NuoDB is not linked or generated by the Software, NuoDB shall be entitled to recover from the CLIENT the cost of investigating the Non-Conformity or any work carried out on a time and material basis at then current published NuoDB rates.