On-Premise Support Policy

This On-Premise Support Policy (“On-Premise Support Policy”) includes the Invoicing Policy, and describes the terms and conditions by which NiCE provides Support for Software.

1. Definitions

“Business Day” means 8 AM to 5 PM Monday through Friday, excluding NiCE’s observed holidays.

“Case” shall mean a request to the Helpdesk for technical assistance initiated by a Designated Contact.

“Error(s)” means a reproducible problem that causes a failure of the Software to operate substantially in accordance with the applicable Documentation under conditions of normal use. An Error does not include issues that are attributable to the Customer.

“Update(s)” means subsequent releases of the Software, which replace Customer’s previously installed version of the Software, with a newer version of the same Software, excluding any option or feature which NiCE determines will be licensed separately.

“Resolution” means a fix or repair that restores the Software to pre-break functionality following the occurrence of an Error (e.g., a configuration change, a Workaround, a NiCE Service Pack, or NiCE’s recommendation to Customer).

“Service Pack(s)” means a patch or collection of patches issued by a software provider to correct errors or defects in the software.

“Self-Service Portal” means the web site located at http: https://niceprod.service-now.com/csm.

“Severity Level” means the classification of an Error, which shall be assigned to each Case as jointly determined by Customer and NiCE in accordance with the definitions set forth in Section 8 of this On-Premise Support Policy.

“Sunset Policy” means the document, published by NiCE from time to time and available on the Self-Service Portal, which sets forth the lifecycle of Software.

“Workaround” means a modification to the process for a particular version of the Software, which may be of a temporary or interim nature, to mitigate the effects of an Error.

2. Support

Subject to the Sunset Policy, NiCE shall provide the Services described in this On-Premise Support Policy:

2.1 For a period of twelve (12) months commencing on the Delivery Date (as set forth in the Transaction Document) (“Initial Support Term”).

2.2 The Initial Support Term (as set forth in the Transaction Document) will renew for additional periods of time equal in length to the then-currently expiring term (“Renewal Term(s)” and, together with the Initial Support Term, the “Support Term”), and the fees for each such Renewal Term may be increased by the greater of: (a) five percent (5%) or (b) the most recent annual increase in the Consumer Price Index for all Urban Consumers (CPI-U). Notwithstanding the foregoing, at least sixty (60) days prior to the conclusion of the then-current Support Term: (a) either party may advise the other Party in writing that it does not wish to renew the Support Term (a “Non-Renewal Notice”) or (b) Customer may advise NiCE that it desires to renew the Support Term for a different length of time than the expiring Support Term. Customer understands that, if Customer fails to provide a Non-Renewal Notice to NiCE, Customer will be responsible for payment in full for the fees associated with the next Renewal Term regardless of whether Customer has issued a purchase order to NiCE.

3. Exceptions

NICE’s performance of Support shall be excused: (a) to the extent NiCE’s ability to perform the Support is affected by circumstances outside of NiCE’s control, such as any delay by Customer; and (b) whenever the Software’s operation is affected: (i) due to a change in Customer’s infrastructure in which the Software is installed; or (ii) Customer’s failure to use and operate the Software in accordance with the Documentation or the NiCE helpdesk personnel’s instructions.

4. Customer Duties

Customer shall: (a) appoint two (2) people who have completed the NiCE training in the Software (“Designated Contact(s)”); (b) Designated Contacts shall act as NiCE’s primary point of contact regarding Cases; (c) upon NiCE’s request, provide remote access to the Software (“Remote Access”); (d) maintain third party servers and third party software used in connection with the Software; (e) perform routine database maintenance; and (f) ensure the physical and virtual security of the Software is maintained, including proper installation of new Service Packs (e.g. Microsoft Service Packs) that have been verified by NiCE.

5. Compliance Verification

Upon reasonable prior notice to Customer, NiCE shall have the right to verify that: (a) Customer is in compliance with the licensing terms of the Agreement; and (b) the quantity of Software licenses in use by Customer is consistent with the quantity of Software licenses purchased by Customer under the Transaction Document (“Compliance Verification(s)”). Compliance Verifications shall be conducted using a NiCE Software script (“Script”). NiCE will provide Customer with the Script to execute on the system(s) where the Software is in use. Unless otherwise agreed by the Parties in writing, Customer agrees to provide NiCE with the results report generated by the Script within ten (10) days following Customer’s receipt of the Script. If a Compliance Verification results report reveals that Customer’s use of the Software is in excess of the Software licenses purchased, NiCE shall invoice Customer for the excess number of licenses at NiCE’s then-current list price for the Software. Customer shall, within ten (10) days after the date of Customer’s receipt of NiCE’s invoice, make payment to NiCE for such additional Software licenses.

6. Support Contacts

Customer may contact the NiCE helpdesk via the Self-Service Portal or by calling the following:

7. Service Levels

7.1 Severity Definitions. Errors shall be classified in accordance with the following chart:

7.2 Software Hours of Support Table.

8. Software Support Services.

8.1 Upon NiCE’s determination that a Severity Level 1 or Severity Level 2 Case is the result of an Error, such Error shall be worked on by NiCE until the Software is restored to pre-Error functionality. In such instances, NiCE shall notify Customer of NiCE’s implementation of a Resolution via Remote Access (a “Resolution Notice”).

8.2 A Case shall be closed two (2) Business Days following the issuance of a Resolution Notice, unless during such period, Customer notifies NiCE that the Error remains unresolved, in which case, the Case shall remain open.

8.3 NiCE shall install, at no cost to Customer for the installation Services, any NiCE Service Packs and Workarounds. Customer is responsible for all costs associated with implementation of a Release, including: any third party software required, such as any Microsoft™ server or workstation applications (including SQL server licenses), additional or replacement hardware, or Services, including installation, training, specialized customization or integration Services.

8.4 Updates shall only be made available to Customer: (a) for the version of, and options included in, the Software that was originally purchased by Customer and any future versions thereof provided by NiCE as part of the Support; and (b) if and when such Updates are made commercially available by NiCE to its customers generally. The software and content of the Updates shall be determined by NiCE in NiCE’s sole discretion. For the avoidance of doubt, if the Support Term is terminated in accordance with the terms of the Agreement, NiCE shall not provide, and Customer shall not be entitled to receive, any Updates after the effective date of termination.