Stratus ztC ^™ Edge Service Terms

Stratus Technologies Ireland Limited or an affiliate (“Stratus Technologies”) will provide the maintenance services (“Services”) described below for the ztC Edge™ unit you are registering.  Stratus Technologies’ obligation to provide these Services is contingent upon your prompt payment of Stratus Technologies’ invoices (no later than 30 days from receipt) and your compliance with your other obligations as listed below.  BY ACCEPTING THE SERVICES DESCRIBED YOU AGREE TO ACCEPT AND BE BOUND BY THESE TERMS AND CONDITIONS (THE “AGREEMENT”).

1. DEFINITIONS.

 1.1      “Active Service Network” or “ASN” is the secure method in which the Stratus Products can be configured to enable Stratus personnel to monitor and report on Software and Hardware faults over the internet 24x7x365.

1.2      “Critical Severity” is a condition whereby the Supported Product or the operating environment is substantially inoperable and or severely impacts the customer business operation and no procedural avoidance exists.  Some examples include: Stratus Product or Software components is inoperable, hung or unavailable; A problem resulting in data corruption or data loss; Unexpected shutdown or reboot; and Severe performance problem resulting in application instability impacting business operations.

1.3      “Customer Assistance Center” or “CAC” means the resources through which Stratus delivers Support and Services.

1.4      “Customer Replaceable Unit” or “CRU” means Hardware that requires no formal training in order to achieve replacement.

1.5      “Hardware” or “Parts” means the Stratus supplied Products and any associated components.

1.6      “Moderate Severity” is a condition in which the Product operation is not substantially impacted but does require attention. Appropriate for low impact issues, how to questions and low impact performance issues with a workaround.

1.7      “Minor Severity” means general usage or information requests, future product enhancements or modifications.  There is no impact to the quality, performance or functionality of the Product.

1.8      “Optional Service” means supplemental services available for purchase with a Service Level.

1.9      “Problem(s)” means an instance where the Product does not substantially conform to the published documentation delivered by Stratus as part of the Stratus Product.

1.10   “Serious Severity” is a condition in which Product functionality or performance problems are experienced with various degrees of business impact.  Some examples include: Loss of redundancy from a software/hardware failure, system is degraded but not disruptive (no outage); Expired software/hardware license; Transient performance issues.

1.11   “Service(s)” or “Support” means all applicable activities prescribed herein to be undertaken by Stratus, in accordance with the applicable Service Level subscribed by you.

1.12   “Service Level” means that level of Service for which you have subscribed with Stratus in connection with a Supported Product as currently described in the table in Attachment 1.

1.13   “Software” or “Supported Software” means the then-current Stratus supported version of the Stratus Redundant Linux Operating System.

1.14   “Stratus Service Portal” is a Stratus web-based application that provides on-line, real-time case management and communication functionality.  The Service Portal includes access to Stratus’ knowledge base, frequently asked questions, product video tutorials, bug fixes and technical documents.

1.15   “Supported Products” or “Products” means the Stratus ztC Edge unit, and any associated components (hardware and software) supplied by Stratus that is covered under a Support agreement with Stratus.

1.16   “Updates” means a release of Software that contains fixes produced over a period-of-time.

1.17   “Upgrade” means a new release of Software that contains significant new functionality or features over the Software Product’s previous release.

2. SERVICE TERM

The initial twelve (12) month term of Service, which was arranged for by your supplier, will begin on the earlier of (i) the date you register the Product or (ii) sixty (60) days from date of shipment of the Product to your supplier.

3.  YOUR RESPONSIBILITIES.

3.1      Upon escalation to Stratus, provide Stratus all relevant Product information reasonably requested by Stratus including a description of the reported problem and the Product site identification number.

3.2      Replace Customer Replaceable Units under the remote direction of the Stratus CAC, Customer Engineer or Stratus Authorized Service Representative.

3.3      Maintain the Products per the applicable manufacturer’s specifications, guidelines and environmental conditions.

3.4      Be responsible for performing backups of any data stored on the Product.  Stratus is not responsible for your failure to do so, or for the cost of reconstructing data stored on disks, tapes, or other media that are lost or damaged during the performance of Services.

3.5      Install Software Product Updates and Upgrades as made available.  Supported versions is subject to Stratus’ standard published policies.

3.6      Unless the specific Product is designed to run in a simplex mode, Product must be maintained and operated in a fully redundant mode of operation.

3.7      Install any security vulnerability patches that resolve security vulnerabilities in the Operating System.  Stratus is not responsible for its inability to receive and respond to automated problem notifications as a result of the loss of connection between the Product and the ASN due to the foregoing.

4. PROBLEM ESCALATION TO STRATUS.

Subject to the Service Level described in the table in Attachment 1, you may escalate Problems to Stratus by telephone or through the Stratus Service Portal based on the following:

4.1      Telephone Support (applies to 24×7 Service Level only).  Stratus provides access to the Stratus CAC for support on Supported Products.

·     Phone – Stratus Support can be reached at US Toll-Free: 800-221-6588 or International: +1 602-852-3200.  For a complete list of international numbers for contacting Stratus Support please  go to https://www.stratus.com/services-support/customer-support/.

4.2      Stratus Service Portal Support.   

·     Stratus provides escalation Support on Supported Products via the Stratus Service Portal.

·     Stratus Service Portal – Stratus support can be reached via https://www.stratus.com/support.

4.3         All communication between you and Stratus will be in the English language.  Where and when available, local language may be provided.

5. STRATUS SUPPORT OBLIGATIONS.

5.1      Software Support.  Stratus will be responsible for providing technical support which shall include Product Updates and Upgrades. Stratus will use best commercial efforts to respond, based on the severity of the problem, and in accordance with the Service Level purchased as indicated in the table in Exhibit C.  Software Support applies to the then currently supported version of the Supported Software.  Resolution of problems may consist of the provision of a workaround, fix or upgrade.  An upgrade to a later version of the Product may be required in cases where a fix is not possible.

5.1.1    Software Updates and Upgrades.  Stratus will provide Updates and Upgrades, which Stratus makes generally available. Updates and Upgrades are made available online at https://www.stratus.com/support.

5.1.1.1  Supported Versions:  Support  on versions of software will be provided based on Stratus’ published support  policy which can be found at https://www.stratus.com/services-support/customer-support.

6. OPTIONAL SERVICES. 

You may elect to purchase any of the following additional services, subject to payment of additional fees.

6.1      Remote System Monitoring is provided through the ASN and the Stratus CAC and includes the following:

6.1.1    System monitoring of hardware faults for the Supported Product;

6.1.2    System monitoring of major faults of the Stratus Host Operating System;

6.1.3    System generated Alarms transmitted to Stratus through the Stratus ASN and evaluated by the Stratus Customer Service team resulting in either:

6.1.3.1  Alarm determined to be information and/or not requiring action by Stratus support.

6.1.3.2  Alarm determined to be informational and/or not requiring action by Stratus support.

6.1.3.3  Alarm determined to be actionable and requiring Stratus support.  A support case is created and assigned to a service engineer per the response times listed in the table in Attachment 1.

6.1.4    System Monitoring does NOT include monitoring of the following:

6.1.4.1  Guest operating system;

6.1.4.2  Non-Stratus applications installed and running on the system;

6.1.4.3  Network security and intrusion detection; and

Anti-virus and malware detection.

6.2      Advanced Parts Replacement.

6.2.1    Parts Exchange:  Stratus will use commercially reasonable efforts to provide same business day, pre-paid shipment of a replacement part for an automatic or telephone call-in Parts request that is received before 3:00 P.M local time. Restrictions may apply in certain countries.   Replacement part shipments will include shipping material and a pre-paid freight bill for return of the defective part.  You must return the defective part to Stratus within fourteen (14) calendar days from the date of the Parts request, using the packaging provided with the replacement part, otherwise you will be billed and must pay Stratus the Stratus list price for the replacement part(s) shipped.  Stratus assumes all risk of loss or damage to Parts that are in transit to and, provided you properly packed them for transportation, from your location.

6.2.1.1  CRU Replacement:  You are required to remove and install CRUs either a) per the instructions provided with the replacement part; b) under the direction of the Stratus CAC; or c) under the direction of an Authorized Stratus Service Representative.

6.3      Media Retention.

6.3.1    You may elect to not return failed disks to Stratus for replacement.  In the event of a failure within the ztC Edge unit, you will remove disk drive from the Stratus ztC Edge unit using the specific procedure provided by Stratus Customer Service and return the entire ztC Edge unit to Stratus.  Stratus will deliver to you a replacement ztC Edge unit with disk drive.

7.  RENEWAL OF SERVICES.

Service renewal will occur automatically, unless earlier terminated by either party with at least sixty (60) days written notice prior to the expiration of the current term.

7.1      Reinstatement of Services.

7.1.1    If Support has terminated because of non-renewal or non-payment, and you desire to reinstate Support, Stratus will reinstate such Support only after completion of all the following:

7.1.1.1         At your cost, update the Product to a service ready condition; and

7.1.1.2         Pay Stratus: (a) all undisputed invoices, (b) the annual Support fee for at least the next one-year period, and (c) the amount equal to what you would have paid Stratus for the period of time in which the Support has lapsed, and (c) a reinstatement fee.

8. END OF SUPPORT LIFE FOR SUPPORTED PRODUCT.

In the event Stratus determines that it will no longer support a Product, that Product is said to enter an “End of Support” or “EOS” status.  In such event, Stratus will provide one hundred eighty days (180) prior written notice.  Stratus’ obligations hereunder, with respect to any such Product, shall terminate effective on the date specified in the EOS notice and that Product shall cease to be a Supported Product.

9. IMPORTANT LEGAL TERMS

9.1      LIMITED WARRANTY

9.1.1    STRATUS TECHNOLOGIES WARRANTS THAT THE SERVICES WILL BE PROVIDED IN A GOOD AND WORKMAN LIKE MANNER.

9.1.2    THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABLE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.  WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF A SYSTEM OR THAT ALL PRODUCT ERRORS OR DEFECTS WILL BE CORRECTED.

10. LIMITATION ON LIABILITY.

10.1   IN NO EVENT SHALL STRATUS TECHNOLOGIES BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA, PROFIT OR BUSINESS), WHATEVER THE BASIS OF THE CLAIM OR ACTION (SUCH AS BREACH OF WARRANTY, CONDITION, CONTRACT, INFRINGEMENT OR TORT, INCLUDING WITHOUT LIMITATION STRICT LIABILITY AND NEGLIGENCE OR OTHER LEGAL THEORY) EVEN IF IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE.

10.2   TO THE MAXIMUM EXTENT PERMITTED BY LAW, STRATUS TECHNOLOGIES’ LIABILITY FOR DAMAGES OR LOSSES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE BASIS OF THE CLAIM OR ACTION WILL BE LIMITED TO THE AMOUNT PAID TO STRATUS TECHNOLOGIES FOR THE SUPPORTED PRODUCT THAT CAUSED THE DAMAGES OR LOSSES.  Because some states or countries do not allow a limitation on the duration of an implied warranty or the exclusion of incidental or consequential damages, the above limitations and/or exclusions may not apply to you.

11. FORCE MAJEURE. 

Stratus Technologies is not obligated to repair any Supported Product, which has been damaged as a result of: (i) fire, natural disaster, pandemic, neglect, misuse, abuse and war or other events or causes of force majeure, (ii) unauthorized modifications, use of non-Stratus Technologies supplied equipment or software, damage resulting from environmental considerations such as electrical power, heat, cold, or humidity outside the published product specifications, or operating the Supported Product in an other than the fully redundant mode

12. GOVERNING LAW/JURISDICTION.

These terms and conditions together with all applicable Service descriptions constitute the entire agreement between you and Stratus Technologies regarding the subject matter hereof and supersedes all previous and contemporaneous written and oral representations, proposals and communications, including, without limitation, the terms and conditions of any purchase order or other similar document.  These terms and conditions and all transactions hereunder shall be governed by and enforced in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the choice of law principles thereof.  You agree that Massachusetts is an appropriate jurisdiction for any disputes that might arise under this agreement.

ATTACHMENT 1 – Stratus Service Level

The following tables summarize the current Services for the applicable Service Level purchased by you:

The above list of countries is subject change.  Please see https://www/stratus.com for any changes to the above list.