Standard Subscription Maintenance Services Terms

v2015.1

The following terms and conditions apply to the standard Maintenance Services purchased by a Customer.  The Subscription Services and all Releases and Workarounds are subject to the Terms of Service accepted by Customer and Black Duck.

1. Subscription Maintenance Services.  “Subscription Maintenance Services” means the standard Maintenance and Support provided by Black Duck to Customer as further described below.  Subject to Customer’s payment of applicable fees, Black Duck will provide the following standard Maintenance Services to Customer for the period agreed by the parties in the Agreement:

1.1 Maintenance and Support.

(a) Maintenance. “Maintenance” means the updates or upgrades to the Service that are made generally available by Black Duck to customers who subscribe the Service during the Service Term identified in the Agreement, if any.

(b) Support.  “Support” means the e-mail and telephone technical services that Black Duck offers regarding the use and function of the Service.  Black Duck will provide Support and respond to Service Issues as further described below.  A “Service Issue” is a Customer inquiry regarding the functionality or use of the Service. Customer agrees that Black Duck’ Support obligations concerning the Service’s use with third party products, including compilers, operating systems and other software or services, shall be limited to those items set forth in the Documentation.   Service Issues are assigned a classification at the time of Customer’s initial contact with Black Duck and are classified according to the severity levels set forth below.  Black Duck will initially respond in accordance with the response times applicable to Service Issues reported by telephone or e-mail during Black Duck’ regular service hours for the applicable region as set forth below.  Failure to contact Customer within the response time period because the Customer is unavailable (e.g., phone busy, no answer, in a meeting, or out of the office) does not constitute Black Duck’ noncompliance with the response commitment.  Customer shall cooperate with Black Duck to provide reproducible results for any errors reported.  Black Duck’ ability to provide Support will depend, in some cases, on the ability of the Customer representatives to provide accurate and detailed information and to aid Black Duck in handling a Service Issue. Customer shall provide Black Duck with reasonable access to Customer systems, premises and staff as needed to provide Support.

(c) Customer Point of Contact.  Customer will designate a specific individual to be the primary point of contact for Maintenance Service communications with Black Duck and will deliver contact information for such individual to Black Duck’ support team.

1.2 On-Site Support.  Customer may elect to purchase specific on-site support packages, details of which can be found on Black Duck’ website.  The purpose of on-site support is to help customers optimize deployment of the Service, including installation, setup, configuration, and additional support offerings.

1.3 Exclusions to Maintenance Services.  Maintenance Services do not include the right to access new or bundled product or Service offerings made available by Black Duck, unless licenses for such offerings are separately purchased.  Black Duck will not have any obligation to provide Maintenance Services for problems in the operation or performance of the Service to the extent caused by any of the following:  (a) modifications to the Service made by a party other than Black Duck; (b) Customer’s use of the Service other than as authorized by the applicable agreement licensing access to the Service to Customer or as provided in the Documentation; or (c) Customer’s use of scripts or other deliverables provided to Customer under On-Site Support services (as described in Section 1.2 above).  If, in its sole discretion, Black Duck determines that a problem in the operation or performance of the Service is caused by the foregoing, then Black Duck will notify Customer promptly and have no further Maintenance Service obligations related to such problem. If Customer requests services beyond standard Maintenance Services, Black Duck will have the right to invoice Customer at Black Duck’ then-current published time and materials rates for the provision of such services.

2. Hours of Service and Contact Information.

For Customers located in Europe:

For Customers located in Japan:

For all other Customers:

All contact information is subject to change upon notice from Black Duck.

3. General.  These terms and conditions contain the parties’ entire agreement concerning Maintenance Services with respect to the Services.  Customer agrees that additional or different terms on Customer’s purchase order shall not apply.  Any waiver, modification or amendment of these terms and conditions will be effective only if in writing and signed by an authorized representative of Customer and Black Duck.