Support License Terms 2020-07-15T14:19:31+00:00

Backtrace Direct Support

Additional Terms

These additional terms (“Direct Support”) govern your access to and use of support services provided by Backtrace I/O), Inc., a Delaware corporate (“Backtrace’), and constitute a binding legal agreement between you and Backtrace. These Direct Support Terms supplement and incorporate the Backtrace Terms of Service.

UPDATED: July 15, 2020

  1. Scope.
    1. Direct Support is designated for a team of Backtrace Software users with valid Backtrace Software subscription.
  2. Services.
    1. Subject to your compliance with the terms and conditions of this Agreement and your payment of all applicable fees, Backtrace will provide your team with the Services listed in this Section 2.
    2. Backtrace will respond to properly submitted Support Requests in accordance with the response times specified in Section 3 and concerning the following:
      1. clarification of functions and features of the Software
      2. clarification of the documentation
      3. guidance in the operation of the Software
      4. error verification, analysis, and correction.
    3. Backtrace will undertake commercially reasonable efforts, at Backtrace’s discretion, either to provide work-arounds or to correct faults in the Backtrace Software.
      Services:
  3. Response Time Objectives. The severity given to a Support Request will determine the “Initial Response Time” specified below:
    1. Severity 2 / “HIGH” / 8 Business Hours – Parts of the system are non-functional with no reasonable workaround.
    2. Severity 3 / “NORMAL” / 12 Business Hours – Parts of the Backtrace services are not functional but there is a reasonable workaround.
    3. Severity 4 / “LOW” / 24 Business Hours – Functional questions and operational guidance.
    4. For all properly submitted Support Requests (Severities 2-4), Backtrace will undertake reasonable efforts to: (a) acknowledge receipt of a Support Request from a technical Service contact within the Initial Response Time; (b) provide a short status report to you within a reasonable time; (c) address the Support Request by providing a remedy (e.g., eliminating the defect in order to bring the Backtrace Software into substantial conformity with its applicable documentation, providing updates, or demonstrating how to avoid the effects of the defect with reasonable commercial effort). Each party acknowledges that despite a party’s reasonable efforts, not all problems may be solvable. Where on-going investigation is required, you will receive regular updates to your Support Request. Additionally, such updates may increase or lower the severity of the issue, in which case the frequency of updates will change accordingly.
  4. Your Obligation.In order to receive timely responses from and resolution on your Support Requests, you will undertake the following. In the event you do not fulfill the obligations set out below, Backtrace, in its sole discretion, may downgrade the severity level of the Support Request.
    1. Use suitably qualified engineers to debug your Projects with the Backtrace Software.
    2. Provide accurate and complete descriptions of problems and issues by submitting a Support Request via the Support Portal.
    3. Cooperate with Services Personnel where elaboration of an issue is required.
    4. Provide self-contained reproductions of issues or steps to reproduce the issue when possible.
    5. Provide code or configuration details where needed by Services Personnel.
    6. Provide development timetables including milestones and deliverables as necessary to enable Backtrace to provide timely and efficient services.
    7. Recognize that Services are often a collaborative and iterative process.
    8. Assign each problem a severity level as described above.
    9. Close Support Requests when the issue or problem has been resolved.
    10. Designate Senior-Level Contacts (ideally one (1), but no more than three (3) per Project) and provide contact details (e-mail address and telephone number), so that Services Personnel may contact the Senior-Level Contacts at any time in response to Severity 2 (High) Support Requests. Each Senior-Level Contact will be an authorized representative empowered to make necessary decisions for you or bring about such decisions without undue delay. Where necessary, Backtrace will rely on the single senior-most Senior-Level Contact to determine, among other things, the severity and alignment of any concurrent tickets and resolution paths.
    11. Share Support Request responses provided by Services Personnel between members of your team.
    12. Assess Support Request responses for suitability and respond in a timely way when the response is not suitable.
  5. Limitations.
    1. Current Software Version. Backtrace’s obligation to provide Services will extend only to the current supported version(s) of the Backtrace Software for the Backtrace Supported Platforms that are applicable to your use of the Backtrace Software.
    2. Concurrent Support Requests. Backtrace and its Services Personnel will provide Services for up to a maximum of two (2) concurrent Support Requests from you. Additional Support Requests can be submitted at any time, but Backtrace and its Services Personnel will queue such additional Support Requests and only commence services when one of the two (2) active Support Requests has been resolved and closed. You can adjust the order of the submitted Support Requests by setting severity levels via written notice to Backtrace or as otherwise agreed between you and Backtrace. You may elect to increase the allowed number of concurrent Support Requests for an additional fee.
    3. Support Portal. Support Requests sent to Backtrace using methods other than the Support Portal (or as otherwise directed by Backtrace) will be handled in a manner of Backtrace’s choosing and will not qualify for the initial response times set out above. All members of your team with access to the Support Portal will be able to view the full contents of all Support Requests submitted on your behalf. You acknowledge that no provision will be made for restricted-access Support Requests.
    4. General Limitations. Backtrace’s obligation to provide Services shall extend only to your teams who have active, valid Backtrace Software subscriptions throughout the Term. Backtrace will neither provide Services to end users of your Project(s), nor to sub-contractors working for you. Backtrace will have no obligation to provide Services of any kind for problems in the operation or performance of the Backtrace Software to the extent caused by a User-Generated Error. If Backtrace determines that it is necessary to perform Services for a problem in the operation or performance of the Backtrace Software that is caused by a User-Generated Error, then Backtrace will notify you thereof as soon as Backtrace is aware of such User-Generated Error, and Backtrace may offer specialized Professional Services (subject to additional terms and fees) to address such User-Generated Error. If you accept this offer, Backtrace may invoice you at Backtrace’s then-current time and materials rates for all such services performed by Backtrace.
  6. General Terms.
    1. If Backtrace, in its sole discretion, determines that remote troubleshooting and investigation techniques employed by Backtrace have been unsuccessful and that on-site services are the most effective way to resolve a Support Request, Backtrace may offer to provide such limited on-site services, subject to your acceptance. If you accept this offer, you will not be charged for such on-site services, but will be charged for travel and living expenses.
    2. Backtrace may at its discretion subcontract provision of Services to third parties, provided that Backtrace will continue to remain primarily responsible under the terms of the Agreement and will ensure that such third party providers provide all agreed services in accordance with the terms herein and in accordance with best industry standards. In all instances Backtrace will use suitably qualified Services Personnel.
    3. To the maximum extent permitted by applicable law, Backtrace does not warrant or guarantee that the claimed or actual defects or malfunctions in the Backtrace Software will in fact be corrected.
  7. Confidentiality.
    1. The parties agree to hold each other’s Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, and not to disclose it to others. Recipient agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information. All Confidential Information, if any, is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
    2. Either party may from time to time provide Feedback. Feedback is entirely voluntary and, if given, is provided without any representations or warranty of any kind. Provided such party does not disclose the other party’s Confidential Information in violation of this Section 7, such party is free to act on such Feedback with no obligation to the other party.
  8. Term.
    1. These Direct Support Terms will remain in effect for the initial subscription period (which has a minimum commitment of twelve (12) months), and thereafter will automatically renew for additional, consecutive twelve (12) month periods at the then-current list price unless either party notifies the other of its intent not to renew at least ninety (90) days prior to the end of the current subscription period. Once a renewal subscription period commences, you may add to or upgrade the service offerings you renewed, but you cannot remove, downgrade or cancel any renewed service offerings.
  9. Definitions
    1. “Business Hours” means the hours between 9:00am and 6:00pm Eastern Time, Monday through Friday, excluding company holidays.
    2. “Company Holidays” means the following the following observed holidays in the United States: New Years Day, Martine Luther King Jr. Day, President’s Day, Memorial Day, Independence Day, Labor Day, Columbus / Indigenous Peoples Day, Thanksgiving, Day After Thanksgiving, Christmas Eve through New Years Eve (inclusive).
    3. “Confidential Information” means any information, materials or knowledge that is disclosed by Discloser to Recipient in the course of Services and concerns Discloser and its business, including but not limited to business plans, roadmaps, financial condition, products, programming techniques, suppliers, technology or research and development. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of Recipient; (b) was rightfully in Recipient’s possession at the time of disclosure, without restriction as to use or disclosure; (c) has been rightfully received by Recipient from a third party without restriction as to use or disclosure; or (d) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser.
    4. “Discloser” means a party to these Direct Support Terms that discloses or otherwise makes available Confidential Information to the other party.
    5. “Feedback” means the suggestions, comments or other feedback provided by a party to these Direct Support Terms to the other party with respect to such other party’s Confidential Information or their product or service offerings, including changes, improvements or new functionality or capabilities.
    6. “Geographic Region” means either: (a) one (1) contiguous country or territory, or (b) one (1) Coordinated Universal Time (UTC) time zone.
    7. “Initial Response Time” has the meaning set forth in the table in Section 3.
    8. “Intellectual Property Rights” means, collectively, a party’s worldwide patent rights, copyright rights, mask work rights, trade secret rights, know-how, moral rights, and any and all other intellectual property or proprietary rights.
    9. “Project(s)” means one or more of your project(s) being debugged with the Backtrace Software as described in the subscription agreement between you and Backtrace. Projects are inclusive of your applications, user interfaces, services, platforms, and any other developed content or functionality which utilizes all or any portion of the Backtrace Software, whether or not ultimately commercialized or distributed.
    10. “Project Review” means an in-depth investigation into one (1) Project, wherein Backtrace will provide you with a support engineer to analyze the complete Project and look for opportunities to apply best practices in the areas of system design, optimization, stability and team workflow to enhance the performance, stability and maintainability of your Project.
    11. “Recipient’ means a party to these Direct Support Terms when it receives Confidential Information from the other party.
    12. “Services” means those Direct Support services provided by Backtrace as outlined in these Direct Support Terms.
    13. “Services Personnel” means any Backtrace employee or any agent or other third party authorized by Backtrace to provide Services hereunder.
    14. “Support Portal” means the online Support communication method provided to you by Backtrace.
    15. “Support Request” means an accurate and complete question, issue or concern posted to the Support Portal in the English language.
    16. “Backtrace Software” means the subscription software products subscribed to by your team, and for which you have purchased the Services described in these Direct Support Terms.
    17. “Updates” means major releases and error correction releases of the Backtrace Software, or parts thereof, which fix or correct known problems and may provide new functionality or features.
    18. “User-Generated Error” means problems in the operation or performance of the Backtrace Software to the extent caused by any of the following: (a) third party software or hardware products, or use of the Backtrace Software in conjunction therewith, or (b) your use of the Backtrace Software other than as authorized in your subscription agreement with Backtrace.