STRATUS TECHNOLOGIES
CLICK-TO-ACCEPT
SERVICE TERMS AND CONDITIONS
FOR FTSERVER™ PRODUCTS
Unless you have a signed master agreement with (i) Stratus Technologies Ireland Limited or an affiliate (“Stratus”) or (ii) a Stratus authorized Service Provider, Stratus will provide the support services as described in this Agreement (“Services”) for the Service Level (Service Level Table is at the end of this document) and the ftServer Products listed in your order. Stratus’ obligation to provide these Services is contingent upon your prompt payment of Stratus’ invoices (not 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”). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT CLICK ACCEPT AS YOU MAY NOT
PROCEED.
1.定义：
1.1. Active Service Network (ASN): A secure worldwide network that allows Covered System to be linked with Partner, Stratus, and other authorized third-party vendors’ support personnel.
1.2. Covered System: The ftServer System(s) listed in your order and service invoice.
1.3. Customer Assistance Center (CAC): The resources through which Stratus delivers support and services.
1.4. Customer Replaceable Units (CRUs): Hardware that requires no formal training to achieve replacement. Replacement can be performed using Stratus-provided procedural documents.
1.5. Hardware or Parts: The Stratus supplied Products and any associated components.
1.6. Optional Service(s): Supplemental services available for purchase with a Service Level.
1.7. Problem(s): An instance where the Product does not substantially conform to the published documentation delivered by Stratus as part of the Stratus Product.
1.8. Products: All supplied ftServer Hardware and Software products.
1.9. Service(s) or Support: All activities prescribed herein to be undertaken by Stratus, in accordance with the applicable Service Level you selected for your Covered System.
1.10. Service Level: The packaged Service offerings that you purchase from Stratus for your ftServer Systems. Descriptions of Stratus’ current Service Levels and Optional Services are available on the Stratus Website at www.stratus.com.
1.11. Software or Supported Software: The then-current Stratus supported versions of the Operating System, Stratus Automated Uptime Layer (AUL) Software, and other supported Stratus Software.
1.12. Updates: A release of Software that contains fixes produced over a period of time.
1.13. Upgrade: A new release of Software that contains significant new functionality or features over the Software Product’s previous release.
2. System Eligibility:
自初始系统装运之日起 90 天内投入使用的系统自动符合本协议的承保条件。在此 90 天期限之后投入服务的系统必须首先由Stratus 或其授权服务代表检查并认证为可提供服务。此类检查和认证的费用将由贵方根据Stratus' 当时的费率承担。使系统达到服务就绪状态所需的任何工作费用也将由贵方承担。
3. Your Responsibilities:
您同意遵守以下所有规定：
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. Maintain the Covered System(s) per the applicable manufacturers specifications, guidelines, and environmental conditions.
3.3. Replace Customer Replaceable Units under the remote direction of the Stratus CAC, Customer Engineer, or Stratus Authorized Service Representative.
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 are subject to Stratus’ standard published policies.
3.6. Other than when replacing a CRU (which should be done as soon as possible), maintain and operate Covered Systems in a fully redundant mode of operation at all times.
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 Covered System and the ASN due to the foregoing.
4. Term and Termination:
The initial term for Services shall commence as stated on your service quote and shall continue for a period of one (1) year or for the period as otherwise agreed (“Initial Term”). Thereafter, the term for Services shall automatically renew for successive terms of one (1) year each (“Renewal Term”) at Stratus’ then current rates, unless either party gives written notice to the other of its intention not to renew at least sixty (60) days prior to the commencement of the next term.
5. Payment:
If the Initial Term of a Service Level is purchased and invoiced to you by a Stratus Reseller, then payment shall be made to that Stratus Reseller. Payment for any renewal term shall be made to Stratus and be due within thirty (30) days of your receipt of Stratus’ invoice. You also
agree to pay an amount equal to any applicable taxes resulting from any transaction under this Agreement that Stratus is obligated to pay on your
behalf, except that you will not be liable for taxes based on Stratus’ net income. You agree to pay Stratus, on demand, interest at the rate of one and one half percent (1.5%) per month or the maximum legal rate in effect, whichever is less, on all overdue amounts together with any collection and attorney’s fees and expenses Stratus incurs in the collection of such overdue amounts. Prepaid service fees are non-refundable in the event of any termination of this Agreement unless due to Stratus’ uncured material breach.
6. Problem Escalation to Stratus:
根据下表所述的已购服务级别，您可以通过电话或Stratus Service Portal 将问题升级到Stratus ：
6.1. Telephone Support: 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 Stratus Support.
6.2. Stratus Service Portal Support:
- Stratus 通过Stratus 服务门户提供对支持产品的升级支持。
- Stratus Support can be reached via Stratus Service Portal.
6.3. All communication between you and Stratus will be in the English language. Where and when available, local language may be provided.
7. Remote System Support and Monitoring of Covered Systems
is provided on a 24×7 basis through the ASN and the Stratus CAC and includes one or more of the following:
- 7.1. System monitoring of hardware faults for the supported Hardware.
- 7.2. System monitoring of major faults of the Stratus supported operating system.
- 7.3. System generated Alarms transmitted to Stratus through the Stratus ASN and evaluated by the Stratus Customer Service team resulting in:
- 7.3.1. Alarm determined to be informational and/or not requiring action by Stratus support.
- 7.3.2. 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 Service Level Table below.
- 7.4. System Monitoring does NOT include monitoring of the following:
- Guest operating system.
- Non-Stratus applications installed and running on the system.
- Network security and intrusion detection.
- 反病毒和恶意软件检测。
8. Software Support:
Stratus Stratus 将根据问题的严重程度并按照下文服务级别表中所示购买的服务级别做出商业上合理的回应。软件支持适用于支持软件的当前支持版本。问题的解决可能包括提供变通方法、修复或升级。在无法修复的情况下，可能需要升级到更高版本的产品。
- 8.1 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.
- 8.2 Stratus Automated Uptime Layer Software (“AUL”): Stratus technical support engineers will provide problem relief if technically feasible and necessary, available Updates, Upgrades and “Bug Fixes” (a change in the object code intended to correct a defect in the implementation of the Software) as well as information and assistance related to Software features. Updates and Upgrades are available online at https://www.stratus.com/support.
- 8.3 Operating System Support
操作系统 全面保障 其他服务级别 视窗
或
Red Hat Linux
或
VMwareService for Critical and Serious problems related to the Stratus supported version of the applicable Operating System. Stratus technical support experts will troubleshoot and work to resolve problems and provide root cause determination. If required, Stratus will work collaboratively with the Operating System support provider.
With Red Hat Linux and VMware, collaboration support requires you to establish the connection between Stratus and your Operating System support provider. This can be accomplished through your Red Hat Linux / VMware Subscription Service.Isolate the problem up to the Stratus Hardware/Software or the Operating System. If the problem pertains to the Operating System, you shall be advised to contact your Operating System support provider. - 8.3.1. Operating System support examples include technical assistance with general questions or problems pertaining to the OS, how to use a specific feature of the OS running on the Covered System, resolving an error condition as it relates to the Covered System, technical assistance with installation of the OS and related updates, information about the installation process, troubleshooting problems or failures during installation.
- 8.3.2. Operating System Support excludes expertise and support for routine Operating System problems or for systems administration issues such as assistance with system administration tasks, administering user passwords and permissions, creation or configuration of virtual machines, import and export of virtual machines, troubleshooting and root cause of guest operating systems, system backup or snapshot procedures, creation of, troubleshooting or ongoing maintenance of data stores, storage management and maintenance activities
including local disk storage, Storage Area Network (SAN) or Network attached Storage (NAS), network configuration & troubleshooting including virtual networking, isolating performance issues, system security settings and best practices.
9. Stratus Service Portal:
Stratus will provide you 24×7 access to the Stratus Service Portal, which is a web-based application that provides online, real-time case management and communication functionality. The Service Portal includes access to:
- Stratus知识库
- 常见问题
- 产品视频教程
- 错误修复
- 技术文件
10. Hardware Services:
10.1. Parts Replacement. Advanced Parts Exchange: We 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 us within fourteen (14) calendar days from the date of the Parts request, otherwise you will be billed and must pay us 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.
10.2. CRU Replacement: You must remove and install CRUs 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.
11. On-Site Services(applies to Hardware and AUL Software only):
Stratus 仅在以下情况下提供现场支持：
- 11.1. Emergency On-Site Services:Stratus will provide emergency on-site service if the Product experiences a Critical problem and cannot be restored to operational status through remote support means.
- 11.2. Next Business Day On-Site Services:Stratus will provide next business day on-site service if the Product experiences a Serious problem and cannot be restored to operational status through remote service means.
- 11.3. Conditions for On-Site Hardware Services
- 11.3.1. While Stratus is on-site, you must provide all reasonable assistance and cooperation and must allow Stratus to work without interruption or interference.
- 11.3.2. Subject to Stratus’ reasonable judgment, on-site Services will be provided until such time as the Product is operational or if reasonable progress is being made.
- 11.3.3. Work may be suspended if additional parts or resources are required.
- 11.3.4. Any after-hours, weekend, holiday, and CRU on-site services requested by you will be provided at Stratus’ prevailing rates and other charges.
- 11.3.5. Travel expenses incurred for traveling to and from your site located more than fifty (50) miles or eighty (80) kilometers from the nearest Stratus service center will be charged to you and must be paid within thirty (30) days of receipt of Stratus’ invoice.
12. Media Retention (Optional Service):
您可以选择不将故障磁盘退回Stratus 进行更换。
13. Renewal of Services:
除非任何一方在当前期限届满前至少六十(60)天的书面通知中提前终止，否则服务将自动更新。
- 13.1.Reinstatement of Services. 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:
- 13.1.1.At your cost, update the Product to a service ready condition; and
- 13.1.2.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.
14. End of Support Life for Supported Product:
如果Stratus 决定不再支持某个产品，该产品即进入 "支持终止 "或 "EOS "状态。在此情况下，Stratus 将提前一百八十天（180）发出书面通知。Stratus对于任何此类产品， 在本协议项下的义务将于 EOS 通知中指定的日期终止，且该产品将不再是支持产品。
15. Limitations and Exclusions:
本协议的有效期和覆盖范围有限。本协议仅适用于承保系统的原始购买者，且仅适用于该系统的设计用途。Stratus 没有义务维修由于以下原因损坏的任何承保系统、子组件或部件：(i) 火灾、自然灾害、疏忽、误用、滥用和战争或其他不可抗力事件或原因，(ii) 未经授权的修改、使用非Stratus 提供的设备或软件、因环境因素（如超出公布的产品规格的电力、热量、冷量或湿度）造成的损坏或以非完全冗余模式操作承保系统。
16. Limited Warranty:
- 16.1. STRATUS WARRANTS THAT THE SERVICES WILL BE PROVIDED IN A GOOD AND WORKMAN LIKE MANNER.
- 16.2. 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.
17. LIMITATION OF LIABILITY:
- 17.1. IN NO EVENT SHALL STRATUS 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.
- 17.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STRATUS’ 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 FOR THE SPECIFIC SERVICE OPTON COVERING THE PRODUCT(S) 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.
18. General Terms:
- 18.1. These terms and conditions together with all applicable Service Level descriptions constitute the entire agreement between you and Stratus 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. - 18.2. 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.
- 18.3. Location of Service: We will provide Maintenance Services only at the locations(s) specified upon purchase of a Service Level unless we
agree otherwise, in writing. - 18.4. Except as otherwise specified in this Agreement, all Services required of Stratus under this Agreement shall be provided only during the hours of 9:00 A.M. to 5: 00 P.M, 星期一 through 星期五, local time to the Covered System, excluding locally observed holidays.
- 18.5. Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempt to make any such assignment or transfer without the other party’s express written consent will be deemed void. Notwithstanding the foregoing, either party may assign all of its rights and delegate
all of its obligations hereunder to one of its affiliates or to the party that acquires all or substantially all of its assets.
服务等级表见下页
Service Level Table:
| 全面保障 | 系统保证 | 扩展平台支持 | 平台支持§ | |
| 服务响应时间 | ||||
| 客户援助中心的可用性 | 24×7 | 24×7 | 24×7 | 24×7 |
| 危急：是指支持的产品或运行环境基本无法运行，或严重影响客户业务运行，且不存在任何规避程序的情况。一些示例包括：Stratus 产品或软件组件无法运行、挂起或不可用；导致数据损坏或数据丢失的问题；意外关机或重启；以及导致应用程序不稳定从而影响业务运营的严重性能问题。 | ||||
| 初步答复** | 30分钟 | 1 小时 | 2 小时 | 2个当地营业时间 |
| 补救努力‡ | 工程师持续开展的工作 | 工程师持续开展的工作 | 工程师持续开展的工作 | 工程师持续开展的工作 |
| 严重： 是指产品功能或性能出现问题，对业务造成不同程度的影响。例如，软件/硬件故障导致冗余丢失，系统性能下降但未造成中断（未中断）；软件/硬件许可证过期；短暂的性能问题。 | ||||
| 初步答复** | 2个当地营业时间 | 4 个当地营业时间 | 6 个当地营业时间 | 6 个当地营业时间 |
| 补救努力 | 在当地营业时间内 | 在当地营业时间内 | 在当地营业时间内 | 在当地营业时间内 |
| 中度： 是指产品运行未受到实质性影响但需要注意的情况。适用于影响较小的问题、如何解决的问题和影响较小的性能问题。 | ||||
| 初步答复** | 8个本地工作时间 | 8个本地工作时间 | 8个本地工作时间 | 8个本地工作时间 |
| 补救努力 | Stratus 商定* | Stratus 商定* | Stratus 商定* | Stratus 商定* |
| 次要： 指一般使用或信息请求、未来产品增强或修改。对产品的质量、性能或功能没有影响。 | ||||
| 初步答复** | 12个本地工作时间 | 12个本地工作时间 | 12个本地工作时间 | 12个本地工作时间 |
| 补救努力 | Stratus 商定* | Stratus 商定* | Stratus 商定* | Stratus 商定* |
| 远程系统监控 | ||||
| 硬件的系统监控 | 是 | 是 | 是 | 是 |
| 操作系统主要故障的系统监控 | 是 | 是 | 是 | 是 |
| 系统产生的警报 | 是 | 是 | 是 | 是 |
| 软件支持 | ||||
| AUL 软件支持 | 是 | 是 | 是 | 是 |
| AUL 软件更新/升级 | 是 | 是 | 是 | 是 |
| AUL 软件根本原因确定 | 是 | 是 | 没有 | 没有 |
| Windows / Red Hat Linux / VMware Operating System Support | 是 | 不详 | 不详 | 不详 |
| 操作系统的根本原因确定 | 是 | 不详 | 不详 | 不详 |
| 服务门户 | 24×7 | 24×7 | 24×7 | 24×7 |
| 部件维修/更换 | ||||
| Advanced Parts Exchange**** – Delivery | 下一个工作日 | 下一个工作日 | 下一个工作日 | 下一个工作日 |
| On-Site Services§§ | ||||
| 针对关键问题的紧急现场服务 | 24 小时内 | 24 小时内 | 不详 | 不详 |
| Next Business Day On-Site Services for Serious Problems | 当地营业时间 | 当地营业时间 | 不详 | 不详 |
| 媒体保留 | Optional*** | Optional*** | Optional*** | Optional*** |
| Uptime Guarantee† | 是 | 没有 | 没有 | 没有 |
| * 仅在当地营业时间提供。当地营业时间指当地时间上午 8:00 至下午 5:00（不包括Stratus 规定的节假日）。 | ||||
| ** 初始响应指从接到电话到开始工作的时间。 | ||||
| *** Available for purchase with a Service Level. | ||||
| ****Applies to Stratus Supported Countries Only (see Supported Countries Table below). | ||||
| † 见下文正常运行时间保证附录。 | ||||
| ‡ 恢复系统的使用/基本恢复系统的所有功能。 | ||||
| § 仅在部分国家提供。 | ||||
| §§ Applies to Hardware and AUL Software only. | ||||
| 支持的国家 | ||
| All European Union(European Free Trade Agreement Countries) | 澳大利亚 | 加拿大 |
| 华东 | 中国香港 | 印度 |
| 日本 | 新西兰 | 南非 |
| 新加坡 | 联合王国 | 美国 |
The above list of countries is subject change. Please see https://www.stratus.com for any changes to the above list.
正常运行时间保证附录
Eligibility: Coverage under this Guarantee is available only for Systems, for which Service coverage has been purchased under the Total Assurance Service Option, and only if coverage under this Guarantee was subscribed contemporaneously with and at the time of initial purchase of the Covered System.
1. Service Charge Credit
If the Covered System described in the Service Schedule fails as defined below (“System Failure”), the Customer will be entitled to a credit against future Service payments equivalent to one month’s Service charge for the affected Covered System.
2. General Conditions and Qualification
A System Failure occurs when a previously functioning Covered System becomes unavailable, rendering Customer’s users unable to use it, provided that:
- The System Failure occurs during production use, not development use.
- Coverage applies to Windows Server, Red Hat Linux, or VMware OS under the Total Assurance Service Option, only if failure results from Stratus Hardware, Stratus ftServer AUL Software, or Stratus-supported OS versions.
- The Covered System must have been running in fully redundant mode immediately before the failure. Systems running in simplex mode are ineligible unless restored to redundancy.
- Coverage applies only to the first instance of a problem on the initial affected Covered System.
- Coverage does not apply to planned events, known defects, security/network outages, or force majeure events like fire, natural disaster, or misuse.
3. Stratus Responsibilities
- Provide written or network-based notification of known conditions that may cause availability issues.
- Schedule a meeting to discuss service credit eligibility when necessary.
4. Customer Responsibilities
- Operate the system in fully redundant mode.
- Determine if an availability issue occurred before requesting a service credit.
- Implement within 14 days any required procedures, including software bug fixes, to maintain system availability.
- Notify Stratus in writing within 30 days of a System Failure to claim a service credit, or the right to the credit is waived.