Service Level Agreement
This Service Level Agreement (herein known as “Agreement”) sets forth the terms and conditions applicable between AmZetta Technologies, LLC. (herein known as “AmZetta”) and the Customer purchasing AmZetta Services. By issuing an AmZetta Order Form for AmZetta Services, the Customer agrees to be bound by the terms and conditions of this Agreement.
Whereas AmZetta and Customer (“Parties”) agree to the following terms and conditions of this Agreement.
- DEFINITIONS
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- “AmZetta Invoice” means the accounting invoice generated by AmZetta billed to the Customer, or an authorized reseller, for AmZetta Services.
- “AmZetta Product(s)” means the AmZetta hardware and/or AmZetta software.
- “AmZetta Services” means Maintenance, Technical Support and/or Professional Services offered by AmZetta and sold to Customer.
- “AmZetta Order” means the AmZetta order form filled out and executed by Customer that specifies the AmZetta Product(s) and AmZetta Services purchased by Customer from AmZetta. The AmZetta Order includes Unit count indicating the number of users and type of licenses assigned to users.
- “Co-Term” means to readjust the expiration date of the Term for Agreement to align to New AmZetta Order issued by Customer.
- “Customer” means the end user or entity deploying and using the AmZetta Products and AmZetta Services.
- “Error” means any verifiable and reproducible failure of the Product to materially conform to the Specifications unless such failure is caused by (a) Customer’s failure to implement in a timely manner Software Maintenance, improvements, or modifications to the Product provided to Customer by AmZetta; (b) acts of God, (c) acts of government; (d) misuse or abuse, (e) Customer instructions, installation, or set up adjustments; (f) modifications of or to any part of the Product by any party other than AmZetta; (g) accident or damage; or (h) use of the Product other than as permitted in the AmZetta End User License Agreement (EULA).
- “Hardware” means the AmZetta branded hardware Product, purchased from AmZetta or its authorized resellers, as listed in the applicable Order Form.
- “Product” means the AmZetta Hardware, AmZetta Software, or any combination thereof and includes Controller and/or Management Console.
- “Maintenance” means updates to the Product and include computer software changes to correct any errors or defects in Products, but do not materially alter the functionality of the Product. Maintenance excludes Enhancements to Products.
- “New AmZetta Order” is a new AmZetta Order that is issued by Customer to increase Unit count during the Term of Agreement.
- “Professional Services” means Product installation, configuration and training.
- “Qualified Customer” means a Customer that has active term for AmZetta Services.
- “Replacement Product” means, at AmZetta’s sole discretion, the same Product model as the Product model or a Product of equivalent fit, form, and function, which is sent to the Customer after AmZetta has received the defective Product from the Customer.
- “Specifications” means the product brief, datasheet and product manual for the Product that is published by AmZetta.
- “Software” means the AmZetta branded software Product in object or binary code, licensed from AmZetta as listed in the applicable Order Form.
- “Technical Support” means assistance provided by an AmZetta support representative or engineer to help Customer with issues they encounter while using the Product(s).
- TERM OF AGREEMENT
The term of this Agreement shall become effective on the date of the AmZetta Invoice “Effective Date”) generated against the AmZetta Order Form executed by Customer for AmZetta Services. The term of this Agreement is one year from Effective Date. The term can be extended for further periods of one year at a time by written agreement of both Parties at least thirty (30) days prior to the expiry of the Agreement. For avoidance of doubt, if Customer purchases an Annual zPortal Advanced Support with an invoice date of July 1, 2020, the advanced support will become effective on July 1, 2020 and will expire on June 30, 2021.
- AMZETTA SERVICES
AmZetta Services include Technical Support, Product Maintenance and/or Professional Services. Customers must purchase Technical Support and Product Maintenance when purchasing an AmZetta Product. When contacting AmZetta for AmZetta Services, Customer will be required to provide basic validation information for Technical Support to validate the Customer is a Qualified Customer. Once Technical Support deems the Customer a Qualified Customer then the AmZetta Services will be made available to Customer.
a. Technical Support
AmZetta offers three levels of Technical Support: Standard, Advanced and Enterprise. All levels have access to the AmZetta Support Portal for logging support tickets and communicating with AmZetta technical support representatives. The AmZetta Support Portal is located at www.support.amzetta.com/Amzetta-Support-Portal. Customers can also access the AmZetta Knowledge Base at www.AmZetta.com/kb.
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Technical Support Level |
Standard |
Advanced |
Enterprise |
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Technical Support Type |
8×5 |
12×5 |
24×7 |
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Technical Support Days |
Monday – Friday (excluding AmZetta holidays) |
Monday – Friday (excluding AmZetta holidays) |
Monday – Sunday (excluding AmZetta holidays) |
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Technical Support Times |
9:00AM to 5:00PM ET |
9:00AM to 9:00PM ET |
9:00AM to 9:00AM ET |
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Technical Support Methods |
AmZetta Support Portal (Tickets) |
AmZetta Support Portal (Tickets) Phone & Email Remote Web Session |
AmZetta Support Portal (Tickets) Phone & Email Remote Web Session |
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Registered Admins |
1 |
2 |
4 |
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Proactive Health Check |
No |
2 per Year |
4 per Year |
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Named AmZetta Support Rep |
No |
No |
Yes |
|
Phone Support |
No |
Yes |
Yes |
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Support Portal Access at support.amzetta.com/Amzetta-Support-Portal |
Yes |
Yes |
Yes |
|
Phone Support |
No |
Yes |
Yes |
|
Email Support |
No |
Yes |
Yes |
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Access to Knowledge base at www.AmZetta.com/KB |
Yes |
Yes |
Yes |
|
Remote Web Support |
No |
Yes |
Yes |
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Severity 1 Response Times |
Within 24 Hours |
Within 12 Hours |
Within 1 Hour |
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Severity 2 Response Times |
Within 48 Hours |
Within 24 Hours |
Within 12 Hours |
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Severity 3 Response Times |
Within 72 Hours |
Within 48 Hours |
Within 24 Hours |
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Severity 4 Response Times |
Within 96 Hours |
Within 72 Hours |
Within 48 Hours |
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Hardware Replacement (Shipment) |
Within 7 Business Days |
Within 3 Business Days |
Within the Next Business Day |
Technical Support Severity Levels:
Severity 1: Product Down
Severity 1 is defined as an Error that has created a product down scenario in the Customer’s production environment. An example being the inability for all users to connect to the virtual computing environment. The situation halts Customer’s business operations.
Severity 2: Product Performance Degradation
Severity 2 is defined as an Error that severely impacts the Customer’s production environment. An example being the performance of the AmZetta Product is slow and impacts users’ abilities to perform their daily tasks.
Severity 3: Product Functionality Impact
Severity 3 is defined as an Error that impacts a small group of users within the Customer’s production environment. An example being a user facing issues trying to print to a network printer.
Severity 4: Product Update
Severity 4 is defined as an Error that is minor in nature and does not impact the Customer’s production environment that will be addressed in a future update of the Product.
b. Maintenance
Maintenance means updates to Product(s) that AmZetta makes periodically at AmZetta’s sole option. Updates include: (i) Releases (defined as revisions and updates made generally available for commercial release by AmZetta) (ii) Maintenance modifications; (iii) Software and/or Firmware Patches; or (iv) Bug Fixes. Updates will be made available to Customer either (i) Electronically via AmZetta.com website or via the AmZetta Support Portal.
c. Professional Services
AmZetta offers Product installation, configuration and training. AmZetta offers both remote and on-site Professional Services. Please note that COVID-19 has restricted on-site Professional Services at this time.
- RENEWAL, CO-TERM & CHANGING UNIT COUNT
a. Renewal
In order to prevent a lapse in AmZetta Services, Customer shall renew the Agreement prior to the expiry of Agreement. Gaps in coverage of AmZetta Services are not permitted. Therefore, Customers that purchase AmZetta Services after expiration of the prior coverage will be charged gap fees at AmZetta’s then current list price to cover all gaps in AmZetta Services coverage, in addition to any new AmZetta Services purchased. AmZetta Services gap fees for coverage gaps will be calculated starting the date the previous AmZetta Services expired. If AmZetta Services is not renewed prior to the expiration date, then the AmZetta Services, and all AmZetta obligations, will cease upon the expiration date.
b. Co-Term Licenses
When Customer issues a New AmZetta Order to increase Unit count, the Term of Agreement is revised and updated to align with Term for the new Unit count in the New AmZetta Order.
c. Changing Unit count
Every AmZetta Order and New AmZetta Order requires one-year Maintenance and Technical Support. Customer at Customer’s option may renew Maintenance and Technical Support after the expiry of the initial one (1) year term. To receive AmZetta Services, Customer is required to have an active Agreement for ALL Products.
Units under an active Agreement cannot be mixed up with Units that are not under active Agreement and must be separated by installation of separate Product Controllers and/or Management Consoles. Units that are covered under an active Agreement are connected to one Product Controller and/or Management Consoles. Units that are not under active Agreement are connected to a different Product Controller and/or Management Consoles. Customer agrees Maintenance updates provided for Controller and/or Management Consoles under active Agreement will not be shared with the Controller and/or Management Consoles not on Maintenance.
There will be additional charges for installation of a separate Controller and/or Management Console and will be in accordance with AmZetta’s standard price list.
- RESPONSIBILITIES OF CUSTOMER
In connection with the AmZetta Services to be provided herein, Customer is responsible for the following:
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- Notifying AmZetta of issues or problems in a timely manner,
- Ensuring that AmZetta has remote access and remote debugging access to the equipment for AmZetta to perform AmZetta Services
- Providing AmZetta with all necessary authorizations for remote access
- Maintaining personnel with adequate technical expertise to assist AmZetta
- Reasonably cooperating with AmZetta support personnel in the diagnosis of a problem
- Ensuring that all products are used and maintained in accordance with the applicable product documentation.
- Maintaining an active AmZetta Services term on all AmZetta Product(s)
- Notifying AmZetta in writing of physical moves of equipment to a new location at least thirty (30) business days in advance of the move
- Packaging and shipping RMA product according to AmZetta standard RMA procedure
- Paying all local taxes, customs and duties associated with RMA shipments
- Providing accurate site locations, contact information and specific product information with regard to all active AmZetta Product(s)
- Confirming, in a timely manner, that any updates, patches, fixes or resolution steps provided by AmZetta resolve the issue.
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Failure to comply with any of the requirements set forth in this Section 4 could affect AmZetta’ s ability to provide effective Technical Support, whereas AmZetta cannot be held responsible where its service is affected by the customer’s failure to comply.
- THIRD PARTY SOFTWARE
Third party software is not eligible for Maintenance and is outside the scope of this Agreement.
- RELOCATION OF PRODUCTS
Relocation of Product(s) is the sole responsibility of Customer. If products are relocated to another country or a remote location, continued coverage is subject to reasonable availability from AmZetta or an AmZetta authorized support provider.
- NON-AMZETTA EQUIPMENT
This Agreement does not cover any AmZetta Services for support in relation to non-AmZetta hardware, network equipment, IT infrastructure products, software or any other third party products not furnished by AmZetta.
- TRANSFER
AmZetta reserves the right to transfer at AmZetta’s sole option, the Agreement to a competent third party service provider after providing Customer sixty (60) days written notice of its intent to do so.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMZETTA AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR LOST DATA, IN CONNECTION WITH THE AMZETTA PRODUCTS OR AMZETTA SERVICES. IF AN AMZETTA PRODUCT CONTAINS AN ERROR, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY SHALL BE REPAIR OR REPLACEMENT OF THE PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMZETTA’S AND ITS AFFILIATES’ MAXIMUM LIABILITY UNDER THESE SUPPORT TERMS IS EXPRESSLY LIMITED TO THE LESSER OF THE PRICE PAID FOR THE PRODUCT OR THE COST OF REPAIR OR REPLACEMENT OF THE PRODUCT. THESE LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF THE NATURE OR THEORY OF THE CLAIM AND WILL BE EFFECTIVE EVEN IF AMZETTA HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGES. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
- NO WARRANTY
EXCEPT AS EXPRESSLY SET FORTH HEREIN THE AMZETTA SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY. TO THE EXTENT PERMITTED BY LAW, AMZETTA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NONINFRINGEMENT. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE APPLICABLE EFFECTIVE PERIOD.
- FORCE MAJURE
Notwithstanding any other provision of the terms and conditions of this Agreement, AmZetta will have no liability for any cessation, interruption, or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm, or other natural disaster, act of God, act of government, labor controversy or threat thereof, civil disturbance or commotion, global or nationwide diseases, acts or threats of terrorism, war, or armed conflict.
- TERMINATION
Either party may terminate this Agreement if (i) the other party becomes insolvent, files, or has filed against it a petition in bankruptcy, or ceases doing business; or (ii) the other party fails to cure a material breach of this Agreement within 30 days after receipt of written notice of such breach from the party not in default. Any expiration or earlier termination of this Agreement does not modify or alter any of the obligations of the parties that accrued prior to such termination.
- JURISDICTION
This Agreement is governed by the laws of the State of Georgia, without reference to its conflict of laws principles.
- DISPUTE RESOLUTION
Any claim, dispute, or controversy of whatever nature arising out of, connected to, or relating to this Agreement (“Dispute”) shall be resolved through the process set forth in this Section.
The Parties shall first attempt to resolve the Dispute through confidential negotiation either between a designated executive of AmZetta and Customer with authority to resolve the Dispute, or if mutually agreed, through confidential mediation, utilizing a mutually agreeable mediator to be conducted in Atlanta, Georgia. If the Parties are unable to resolve the Dispute, whether through negotiation or mediation, within thirty (30) days following the initial written notice of the Dispute (or such longer period as is agreed), the Dispute shall be finally resolved through arbitration.
The Parties shall engage in final and binding arbitration before an Arbitrator who shall be a licensed attorney with a minimum of ten (10) years’ experience as a commercial litigator or a state or federal court judge, (“Arbitrator”) selected and administered by the American Arbitration Association (the “Administrator”) in accordance with its then existing Commercial Arbitration Rules. The arbitration hearing shall be held in Atlanta, Georgia. The Arbitrator shall, within sixty (60) calendar days of the conclusion of the arbitration hearing, issue a written reasoned award based upon findings of fact and conclusions of law which shall include an express calculation of any damages awarded. Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the Administrator and the Arbitrator provided, however, the Arbitrator shall be authorized to determine whether a Party has asserted a claim or defense in bad faith and, if so, may award to the other Party, if it prevails, its reasonable attorney’s fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Administrator and the Arbitrators. The Arbitrators will not have the power to award punitive damages. By agreeing to this arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a Dispute was determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this Section, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence.
- GENERAL
AmZetta’s entire liability and Customer’s exclusive remedy under this Agreement will be the repair or replacement, at AmZetta’s sole discretion, of the AmZetta Products that contain an Error. This Agreement is non-transferrable and non-refundable. The terms and conditions herein constitute the entire agreement between Customer and AmZetta with respect to the AmZetta Services and supersedes any other communications with respect to the AmZetta Services. Additional or conflicting terms on any purchase order or other document issued by Customer or any third party will have no force or effect. These terms and conditions may not be amended, waived or modified, except in a writing signed by a duly authorized representative of each party and no course of dealing or usage of trade may be invoked to amend, waive or modify any term of this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remainder of the terms and conditions will continue in full force and effect. No waiver by either party of any rights under this Agreement will be effective unless such waiver is in a writing signed by the party against whom enforcement is sought. Any notices relating to this Agreement should be sent via receipted delivery to AmZetta Technologies, LLC., Attn: AmZetta Legal Department, 5555 Oakbrook Parkway, Suite 280, Norcross, Georgia 30093.