Apttus Application Management Support – Terms & Conditions
Version Date: September 2016
APTTUS Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from APTTUS product experts. AMS is generally made available as a renewable subscription (certain amount of hours per time period, e.g. hours per quarter) running coterminously with Customer’s subscription to the corresponding APTTUS SaaS product.
These APTTUS Application Management Support Terms & Conditions (“Terms”), which may be amended from time to time by posting a revised version to the APTTUS website, constitute a legal agreement between you or your employer or other entity on whose behalf you enter into this Agreement (the “Customer”) and APTTUS Corporation (“APTTUS”).
YOU MUST READ AND AGREE TO THESE TERMS PRIOR TO MAKING USE OF AMS. BY SIGNING AN ASSOCIATED ORDER FORM AND/OR MAKING USE OF AMS, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS are fully governed by the professional services agreement, or, in its absence, by the master subscription agreement in place between Customer and APTTUS (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order Form.
In addition to the Agreement, the following Terms & Conditions apply:
1. The initial Term for an AMS subscription is indicated on the applicable Order Form. Unless specified otherwise, the initial Term starts on the Order Form signature date. Any unused hours will expire at the end of the applicable Term. The Total Hours purchased by Customer are subject to any maximum amount of hours per time period set forth in the applicable Order Form (Example: Order Form states that Customer may not use more than 120 hours of AMS per month). Upon request, Customer will provide APTTUS with requirements and other detailed information (including cases, deployment plans, and further documents) in connection with Customer’s request in order for APTTUS to be able to provide a Level of Effort.
2. The Total Hours set forth in an AMS Order Form will expire at a rate of 1/4th quarterly. (Example: Customer purchases an AMS subscription of 1920 hours, running from January to December. At the end of March, the unused part of 1/4th of 1920 hours (= 480 hours) expire. In other words, if Customer has used 400 hours by the end of March, the difference between 400 hours and 480 hours (= 80 hours) expires at the end of March, leaving Customer with 1440 available hours from April.) If the Term is other than annual, the Total Hours will expire ratably quarterly over the Term.
3. At the end of any Term, the AMS subscription described in the applicable Order Form will auto-renew for a Term corresponding to the initial Term, unless (i) Customer notifies APTTUS at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order Form(s) have already been negotiated. The fees for the auto-renew Term will increase by 5% over the prior Term.
4. The amount of hours required in order to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual hours used may be less, or more, than the original estimate. If the actual hours exceed the hours available to the Customer for the then current period of time, additional AMS hours may be purchased at the rate of $350 per hour via a separately executed Order Form. Upon request, Customer will provide APTTUS with requirements and other detailed information (including cases, deployment plans, and further documents) in connection with Customer’s request in order for APTTUS to be able to provide a Level of Effort.
5. Customer is responsible for thoroughly testing an AMS implementation in sandbox and production orgs and will provide written approval and acceptance of the implementation upon successful completion. Any change or adjustment to the implementation thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
6. Some Customer requests may, depending on their complexity or size and in APTTUS’ sole discretion, not be covered by AMS and be referred to the APTTUS Professional Services team, including, without limitation, integrations (will be referred to the APTTUS Professional Services team), and training classes (will be referred to the APTTUS University and Training team).
7. Customer will grant AMS representatives full admin access to production and sandbox orgs. AMS representatives may provide temporary access for, consult with, or assign work to, other APTTUS employees such as engineers, developers, or product managers from time to time in order to complete Customer’s request.
8. Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
9. All AMS is performed remotely (there will be no travel).
10. AMS hours of coverage are between 7 AM and 4 PM PT (or Customer’s time zone as mutually agreed upon) during work weeks (Monday through Friday, except Holidays).
11. A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
12. APTTUS may refuse to perform a Customer request due to high risk or any other relevant reason. APTTUS is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or APTTUS environments by AMS.