RightNow Technologies Master Services Agreement with Customer
Exhibit 10.8
RightNow Technologies Master Services Agreement with Customer
This Master Agreement is entered into by and between RightNow Technologies, Inc. (“RightNow”)
with offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇” and MakeMyTrip (India) Private
Limited having its corporate office at ▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, hereinafter
referred to as “Customer”. It should be read in conjunction with each Order Form, which identifies the products or services that Customer is purchasing.
PART ONE – DEFINITIONS
| 1. | DEFINED TERMS |
In this Master Agreement:
“Authorized User”, unless otherwise stated in an Order Form, means a specified (named)
employee of Customer, or of a person(s) to whom Customer has outsourced services (an authorized
representative), each of whom is able to access the Software functionality described in the Order
Form.
“Content” means any text, pictures, sound, graphics or other data stored in a Database.
“Database” means a database constructed through use of the Hosting Services.
“Documentation” means end user documentation provided electronically by RightNow directly to
Customer (or end users if through Reseller) and a statement of work agreed upon by all parties for
use with the Hosting Services.
“Effective Date” means the date upon which Customer first executes an Order Form under this
Agreement.
“Hosting Services means the hosted solution offering identified in an Order Form, and any subsequent revisions or modifications thereto furnished to Customer by RightNow.
“Hosting Term” means the period, identified on the Order Form, during which Customer is entitled to
receive the Hosting Services
“Master Agreement” means this agreement and any appendix.
“Order Form” means the document attached as Exhibit A that describes the Services, including the
attached statement of work, and any special conditions that apply to the grant, together with any
other Order Forms agreed from time to time by the parties.
“Professional Services” means the training, consulting, development and other professional services
identified on an Order Form, but does not include the Hosting Services or the Support Services.
Reseller means Virtuos Solutions (P) Ltd, who is RigthNow’s authorized reseller.
“Services” means the Hosting Services, Professional Services and Support Services.
“Software” means the software whose functionality is described in the Order Form, and that is
hosted by RightNow and made available to Customer via the Hosting Services.
“Superseded Software” means a version of the Software that has been superseded by a
later version, and has been designated as “end of life” under RightNow’s end-of-life policy
attached hereto as Exhibit B.
“Support Services” means the provision of upgrades and technical support.
“Work Product” means object code, source code, flow charts, documentation, information, reports,
test results, findings, ideas and any works and other materials developed by RightNow in providing
the Professional Services to Customer.
PART TWO – HOSTING AND SUPPORT SERVICES
| 2. | GRANT | |
| (a) | This Part Two shall apply only if the parties have agreed that RightNow shall provide the Hosting Services to Customer. This Agreement is a Master Agreement under which Customer may purchase the Hosting Services for internal use, using an Order Form. Upon execution of the Order Form, RightNow grants Customer an object code-only, non-exclusive, non-transferable (except as provided in Section 25(d)) right to use the Hosting Services and the Documentation solely for Customer’s internal business purposes and subject to the terms of this Master Agreement. | |
| (b) | Customer’s right to use the Hosting Services shall continue for the Hosting Term. | |
| (c) | Customer shall be responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Hosting Services, and for paying all third party access charges incurred while using the Hosting Services. | |
| (d) | Customer expressly authorizes RightNow (i) to observe and report back to Customer on Customer’s usage of the Hosting Services, and to make recommendations for improved usage of the Hosting Services; and (ii) to identify trends and publish reports on its findings provided the reports include data aggregated from more than one customer site and do not identify the Customer. | |
| (e) | RightNow reserves the right to make changes to the Hosting Services at any time provided such changes do not materially degrade the Hosting Services as compared to the immediately preceding version of the Hosting. |
| 3. | LIMITATIONS ON, AND CONDITIONS OF USE |
| (a) | Customer shall not (i) sell, rent, lease, sublicense or otherwise transfer or distribute to any third parties any rights to the Hosting Services; (ii) modify, or translate the Hosting Services or Documentation; (iii) create derivative works based upon the Hosting Services or Documentation; (iv) alter, destroy or otherwise remove any proprietary notices (including the ‘Powered By RightNow’ link) or labels embedded within the Hosting Services or Documentation; (v) reverse engineer the Hosting Services or access the Hosting Services in order to build a competitive product; (vi) copy any aspect of the Hosting Services or Software, including without limitation any feature, design, or graphic in the Hosting Services or the Software. | |
| (b) | Customer shall comply with the usage limits listed in the Order Form. | |
| (c) | Customer acknowledges that (i) the Hosting Services, Software and Documentation and all right, title and interest therein (including without limitation any copyright, patent, trade secret or other intellectual property right) are the sole property of RightNow and its suppliers and that Customer receives no rights, title or interests therein except as expressly set forth in this Agreement. | |
| (d) | Customer shall provide RightNow with written notice of expected unusual page or survey usage as soon as practicable after becoming aware of such likely usage, but in any case no later than 7 days after becoming so aware. | |
| (e) | Customer shall not, without RightNow’s written consent, subject the Hosting Services to load testing in order to test the scalability of the Hosting Services. |
| 4. | DATABASE CONTENT |
| (a) | Customer will supply all of the Content, and RightNow will have no obligation to supplement, modify, alter, review, monitor, screen or edit any of the Content at any time. RightNow acknowledges that the Content is the property of Customer, and that RightNow shall have no proprietary interest therein. | |
| (b) | RightNow shall (i) treat the Content confidentially in accordance with Section 22 of this Agreement; (ii) use the Content strictly as necessary to carry out its obligations hereunder, and for no other purpose whatsoever; (iii) permit RightNow’s employees and agents to access the Hosting Services on a need to know basis only; and (iv) require such employees and agents to treat the Content confidentially. | |
| (c) | Customer is prohibited from storing, distributing or transmitting any unlawful material through the Hosting Services provided hereunder. Examples of unlawful material include, but are not limited to, threats of physical harm, child pornography and copyrighted, trademarked and other proprietary material used without proper authorization. Customer may not post, upload, or otherwise distribute copyrighted material as a result of the Hosting Services provided hereunder without the consent of the copyright holder. The storage, distribution, or transmission of unlawful materials could subject Customer to criminal as well as civil liability, in addition to the actions further outlined in this Agreement. | |
| (d) | Customer agrees to indemnify, defend and hold harmless RightNow, its affiliates, officers, agents, directors, and employees, against any and all claims, actions, proceedings, expenses, damages and liabilities (including but not limited to any governmental investigations, complaints and actions) and reasonable attorneys’ fees arising out of, or in connection the Content (including, without limitation, any action for infringement of any trademark, copyright, trade secret, right of publicity or privacy (including defamation), patent or other proprietary right with respect to the Content). RightNow will give Customer prompt notice of any claim for which it is seeking indemnification, and will allow Customer to control the defense and settlement of such claim. |
| 5. | CONTENT LICENSE |
Customer hereby grants to RightNow a non-exclusive, royalty-free, worldwide license (a) to
reproduce, distribute, publicly perform, publicly display and digitally perform the Content and (b)
to use Customer’s trademarks, service marks, tradenames, logos or other commercial or product
designations (collectively, the “Marks”) via the Hosting Services, strictly to the extent necessary
to comply with this Agreement.
| 6. | NO SPAMMING |
| (a) | Customer may not use the Hosting Services to send Unsolicited Commercial Email (“UCE”) to any person. For the purposes of this Master Agreement, UCE includes any email that is sent by, or at the request of Customer, to a person with whom Customer has no prior business relationship or who has not consented to receiving the communication, and any other email communication that violates any law prohibiting the transmission of spam. | |
| (b) | Without limiting the foregoing, Customer may not (i) do anything that has the effect of concealing the identity of Customer or any person sending the email; (ii) send or cause to be sent any UCE to a person unless such communication also provides the recipient with a visible and user friendly means of opting out of future communications; or (iii) engage in any activity that is reasonably likely to lead to complaints of UCE. | |
| (c) | No later than 14 days after receiving a request from RightNow, Customer shall provide RightNow with the |
| names and contact details of a primary and backup contact who will be responsible for responding to any complaints about UCE. |
| (d) | RightNow will promptly notify Customer of any complaint that RightNow receives from a third party concerning alleged transmission of UCE by Customer in violation of paragraph (a). Customer will investigate the complaint and notify RightNow within two (2) business days (or such further period as agreed in writing by the parties) of action that Customer has taken in response to the complaint. If the complaint has not been resolved, Customer will provide RightNow with written updates of the status of the complaint at such reasonable intervals as required in writing by RightNow. |
| 7. | SECURITY |
RightNow shall ensure that all hosted environments meet the following physical security
requirements:
| a) | Single point of entry to hosting areas; | |
| b) | Main access monitored with additional access for emergency purposes only; | |
| c) | Surveillance cameras in facility; | |
| d) | Access validation with identity check; | |
| e) | Access only to persons on RightNow approved access list. |
RightNow shall also ensure that all hosted environments meet the following electronic security
conditions:
| f) | Log-in validation; | |
| g) | Creation of accounts only as verified by RightNow or sub-contracted hosting provider; | |
| h) | Access to servers via encrypted means; | |
| i) | Servers running behind secure firewall. |
| 8. | DATA PROTECTION FOR EU DATA |
(a) This Section 8 applies to personal data concerning persons who reside in a country which is a
member of the European Union (EU).
(b) RightNow will comply with the principles of the EU Data Protection Directive 95/46 and the
Telecoms Data Protection Directive as amended (“the Directives”) and any successor legislation, in
relation to any “personal data” received by or originating from Customer and Customer
clients, to the extent that the Directives apply to “data processors”.
(c) Definitions used in this clause shall have the same meanings as in such Directives.
(d) In particular and without limitation (in accordance with Article 17 of the Data Protection
Directive) in relation to personal data of which Customer is the
“data controller” and
which RightNow “processes”: (i) RightNow warrants that RightNow has in place now and will on a
continuing basis take all reasonable technical and organizational measures to keep such personal
data secure and to protect it against accidental loss or unlawful destruction, alteration,
disclosure or access; and (ii) RightNow will deal with the information only in accordance with
Customer’s instructions, provided they are reasonable and in accordance with the law.
| 9. | DATA BACKUP |
RightNow shall cause hosted data to be backed up once in each 24 hour period.
| 10. | SUPPORT SERVICES |
(a) RightNow shall provide to Customer the Support Services described on the relevant Order Form. Customer’s support package purchased under the initial Order Form is attached as Exhibit C for
reference.
(b) RightNow is under no obligation to provide Support Services to Customer for Superseded
Software. Upon reasonable notice to Customer, RightNow may remove
Customer’s ability to
obtain access to Superseded Software.
| 11. | HOSTING SERVICES WARRANTY |
(a) RightNow warrants to Customer that: (1) the Hosting Services will function substantially as
described in the Documentation; (2) RightNow owns or otherwise has the right to provide the Hosting
Services to Customer under this Master Agreement.
(b) If there is a material breach of the above warranties, RightNow’s entire liability and
Customer’s exclusive remedy shall be: (1) if the Hosting Services and Software do not function
substantially in accordance with the applicable Documentation, RightNow shall, at its option, (i)
promptly modify the Hosting Services and Software to conform to the Documentation; or (ii) promptly
provide a reasonable workaround solution which will reasonably meet Customer’s requirements. If
neither of the foregoing is commercially feasible, either party may terminate the relevant Order
Form under this Master Agreement, in which case RightNow shall refund to Customer all Hosting
Services fees paid to RightNow under the relevant Order Form less an amount for use assuming
straight line depreciation over the Hosting Term; (2) if the normal operation, possession or use of
the Software by Customer is found to infringe any third party U.S. intellectual property right or
RightNow believes that the Software is likely to do so, RightNow may, at its option, (i) obtain a
license from such third party for the benefit of Customer; (ii) modify the Hosting Services so that
they no longer infringe; or (iii) If neither of the foregoing is commercially feasible, terminate
the relevant Order Form under this Master Agreement , in which case RightNow shall refund to
Customer all Hosting
Services
fees paid to RightNow under the relevant Order Form less an amount for use assuming
straight line depreciation over the Hosting Term.
(c) The
remedies set forth above shall be Customer’s sole and exclusive remedies. RightNow shall have no obligation hereunder for any (i) Hosting Services or Software that have been
modified by Customer or any third party; (ii) Superseded Software ; or (iii) any errors, damage or
problems in the Hosting Services or Software caused by any third party software, by accidental damage or by other
matters beyond RightNow’s reasonable control.
| 12. | RENEWAL OF HOSTING TERM |
At any time during the Hosting Term but no later than 90 days prior to expiration of the Agreement
or relevant Order Form, both parties agree to begin discussions of fees that may apply at the
expiration of the Hosting Term in order to continue the Hosting Services for an additional Hosting
Term.
PART THREE – PROFESSIONAL. SERVICES
| 13. | DELIVERY OF PROFESSIONAL SERVICES |
This Part Three shall apply only if the parties have agreed that RightNow shall deliver
Professional Services to or for the benefit of the Customer. RightNow shall provide the
Professional Services in accordance with the relevant Order Form.
| 14. | PROFESSIONAL SERVICES WARRANTY |
(a) RightNow warrants to Customer that (i) the Professional Services and Work Product shall
substantially conform to the relevant Order Form; and (ii) the Professional Services will be
performed with reasonable skill, care and diligence.
(b) If there is a material breach of the above warranty, RightNow shall re-perform the Professional
Services to the extent necessary to correct the non-conformity or Customer may terminate such as
described in Section 19(b)(ii)..
| 15. | CUSTOMER’S RESPONSIBILITIES |
Customer shall provide RightNow with all information, access, and full good faith cooperation
reasonably necessary to facilitate the provision of the Professional Services, and shall do
anything that is identified in the relevant Order Form as the Customer’s responsibility. If
Customer fails or delays in its performance of any of the foregoing, RightNow shall be relieved of
its obligations hereunder to the extent that such obligations are dependent upon such performance.
| I6. | OWNERSHIP OF INTELLECTUAL PROPERTY |
Customer acknowledges that RightNow is the exclusive owner of the Work Product. Upon payment in
full of any amounts due for Professional Services, Customer shall have an object code-only,
non-exclusive, non-transferable (except as provided in Section 25(d)) right to use the Work Product
for Customer’s internal business purposes, which right shall continue for so long as, and be
subject to the same terms and conditions as the right to use the Hosting Services.
PART FOUR – GENERAL
| 17. | TERM |
This Part Four applies to any transaction that occurs under this Master Agreement. This Agreement
shall expire on the later of the following dates:
(a) Three (3) years after the Effective Date;
(b) The date when both parties have completed all of their obligations under all Order Forms.
| 18. | PAYMENTS AND RENEWALS |
(a)
[reserved]
(b) Notwithstanding Section 18(a), if Customer purchases Services from an authorized RightNow
Reseller, Customer shall make all payments due in connection therewith to Reseller, and not to
RightNow. However, RightNow is under no obligation to carry out its obligations under this Master
Agreement or the Order Form if RightNow has not received payment in full from the Reseller.
(c) In the event the Customer exceeds usage limits referred to in Section 3(b), in addition to any
other remedies, RightNow may invoice Customer for the excess usage at RightNow’s then current list
price, and shall be entitled to be paid the invoiced amount.
| 19. | TERMINATION AND SUSPENSION |
(a) Termination
for Cause. Either party may terminate rights granted under a particular Order Form
if the other breaches any material term of such Order Form (including a material term of this
Master Agreement insofar as it applies to the Order Form) and such breach is not cured within 30
days of written notice thereof. Upon expiration or termination of rights granted under a particular
Order Form, Customer’s rights under Part Two of this Master Agreement shall cease and RightNow
shall cease to provide the Hosting Services.
(b) Deemed Material Breaches. The following shall be deemed to be a material breach of an Order
Form:
(i) Customer breaches section 3(b) of this Agreement;
(ii) RightNow fails to materially comply with the statement of work included with the Order Form listed in Attachment A.
(c) Continuation. Sections 4(b), 16, 18, 20, 21, 22, 23 and 25 shall survive the expiration
or termination of this Master Agreement.
(d) This paragraph (d) applies if Customer purchases the Hosting Services on terms that
require the making of periodic payments for the Hosting Term. If RightNow terminates an Order Form
under this Master Agreement because of non-payment by Customer, all unpaid monthly fees for the
remainder of Hosting Term shall immediately fall due for payment.
(e) Upon termination, RightNow will promptly provide Customer with all of the information in
Customer’s Database in comma separated value (CSV) format within a period 10 business days of
receipt of notice of termination.
| 20. | WARRANTY DISCLAIMER |
EXCEPT AS EXPRESSLY PROVIDED IN THIS MASTER AGREEMENT, THE HOSTING SERVICES, SUPPORT SERVICES, WORK
PRODUCT AND PROFESSIONAL SERVICES ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND RIGHTNOW
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RIGHTNOW DOES NOT WARRANT THAT THE USE OF THE
HOSTING SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
| 21. | LIMITATION OF LIABILITY |
(a) NEITHER PARTY SHALL BE LIABLE UNDER THIS MASTER AGREEMENT TO THE OTHER OR ANY THIRD PARTY
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR
CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES
UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY),
EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. CUSTOMER ASSUMES ALL
RESPONSIBILITY FOR THE SELECTION OF THE HOSTING SERVICES, SOFTWARE AND DOCUMENTATION NECESSARY TO
ACHIEVE CUSTOMER’S INTENDED RESULTS, AND FOR THE USE AND RESULTS OF THE HOSTING SERVICES OR WORK
PRODUCT.
(b) EXCEPT AS PROVIDED HEREAFTER, EACH PARTY’S TOTAL LIABILITY FOR ANY LOSS, COST, CLAIM OR
DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE RELEVANT ORDER FORM MADE UNDER THIS MASTER
AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE BY CUSTOMER TO RIGHTNOW UNDER
SUCH RELEVANT ORDER FORM DURING THE 24 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LOSS, COST,
CLAIM OR DAMAGES. THIS LIMITATION ON LIABILITY WAS AND IS AN EXPRESS PART OF THE BARGAIN BETWEEN
RIGHTNOW AND CUSTOMER AND WAS A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE TO RIGHTNOW
HEREUNDER. NOTHING IN THIS SECTION 21(B) SHALL APPLY TO LIMIT CUSTOMER’S LIABILITY TO RIGHTNOW IN
CONNECTION WITH AN INFRINGEMENT OF RIGHTNOW’S INTELLECTUAL PROPERTY RIGHTS, OR TO LIMIT EITHER
PARTY’S LIABILITY TO THE OTHER IN CONNECTION WITH AN
INFRINGEMENT OF SECTION 22 OF THIS MASTER
AGREEMENT.
| 22 | CONFIDENTIALITY |
(a) Customer acknowledges that the Hosting Services, Software, Documentation and Work Product
contain valuable trade secrets that are the sole property of RightNow, and agrees to use
reasonable care to prevent other parties from learning of these trade secrets. Customer will take
all reasonable steps to prevent unauthorized access to or duplication of the Hosting Services,
Software, Documentation, and Work Product.
(b) RightNow acknowledges that Content may include valuable trade secrets which are the sole
property of Customer. To the extent that RightNow becomes aware or the Content, RightNow agrees to
use reasonable care to prevent other parties from learning of those trade secrets.
(c) The obligations of this Section 22 shall not extend to any information that (i) is now,
or hereafter becomes, through no act or failure to act on the part of receiving party (the
“Receiver”), generally known or available; (ii) is known by the Receiver at the time of receiving
such information, as evidenced by the Receiver’s records; (iii) is hereafter furnished to the
Receiver by a third party, as a matter of right and without restriction on disclosure; or (iv) is
required to be disclosed by law, provided that the party to whom the information belongs is given
prior written notice of any such proposed disclosure.
| 23. | INDEMNIFICATION |
(a) Subject to Section 21(b), RightNow shall indemnify, defend and hold Customer harmless
from any damages awarded against Customer (including, without limitation, reasonable costs and
legal fees thereby incurred by Customer) arising out of any third party suit, claim or other legal
action alleging that the use of the Hosting Services,
Documentation or Work Product by Customer as permitted hereunder infringes any copyright, trade
secret or United States, Australia, Canadian, Japanese and European patent, (“Legal Action”).
Notwithstanding the foregoing, RightNow shall have no indemnification obligations with regard to
any Legal Action arising out of: (i) combination of the Hosting Services, Software or Work Product
with software or products not supplied, or approved in writing by RightNow; (ii) any repair,
adjustment, modification or alteration to the Hosting Services by Customer or any third party,
unless approved in writing by RightNow; (iii) any breach by Customer of its obligations under this
Master Agreement; or (iv) any refusal by Customer to install and
use a non-infringing version of
the Hosting Services, Software or Work Product offered by RightNow under Section 11(b)(2).
Section 11(b)(2) and this Section 23(a) state the entire liability of RightNow with respect to any
intellectual property infringement by the Hosting Services, Software or Work Product.
(b) Notice of Legal Action. Customer shall give prompt written notice to RightNow of any
Legal Action within 30 days of its first knowledge thereof and shall furnish copies to RightNow
of all communications, notices and/or other actions relating to any Legal Action. Customer shall
give RightNow the sole control of the defense of any Legal Action, shall act in accordance with
the reasonable instructions of RightNow and shall give RightNow such assistance as RightNow
reasonably requests to defend or settle such claim. RightNow shall conduct its defense at all
times in a manner which is not adverse to Customer‘s interests. Customer may employ
its own counsel to assist it with respect to any such claim. Customer shall bear all costs of
engaging its own counsel, unless engagement of counsel is necessary because of a conflict of
interest with RightNow or its counsel, or because RightNow fails to assume control of the
defense. Customer shall not settle or compromise any Legal Action without RightNow‘s
express written consent. Customer’s material failure to comply with this Section 23(b) shall
relieve RightNow of its indemnification obligation under Section 23(a).
| 24. | PUBLICITY |
(a) RightNow shall have the right to list Customer as a customer and use Customer logo on
RightNow’s website, on publicly available customer lists, and in media releases.
(b) Customer shall co-operate with RightNow on a press release announcing the
RightNow/Customer business partnership within the first fifteen (15) business days after signing
the Order Form and be willing to speak to press as a follow-up.
(c) Customer shall co-operate with any reasonable request by RightNow for assistance in the
preparation of a case study documenting Customer’s experience in using the Software. The final text
of the case study shall be subject to Customer’s written approval before publication.
| 25. | MISCELLANEOUS |
(a) This Agreement, including any appendices, together with the Order Form(s), represents the
entire agreement of the parties, and supersedes any prior or contemporaneous understandings,
whether written or oral. In the event of a conflict between the Master Agreement and an Order Form,
the Order Form shall prevail.
(b) This Master Agreement may not be amended, waived or modified except as expressly provided
herein or in writing by the parties.
(c) This Master Agreement will be governed by and construed in accordance with the laws of
Montana (excluding its choice of law rules). The parties hereby consent to the exercise of
exclusive jurisdiction by the state or federal courts in the State of Montana for any claim
relating to the enforcement of, or any rights under, this Master Agreement.
(d) Customer may not assign or otherwise transfer any of its rights or obligations under this
Master Agreement without the prior written consent of RightNow. RightNow may not withhold such
consent in the case of an assignment by Customer of its rights and obligations to an entity that
has acquired all, or substantially all of Customer’s assets, or to an assignment which is part of a
genuine corporate restructure. Any assignment in breach hereof is void.
(e) Customer shall not export or re-export, directly or indirectly, any Hosting Services,
Documentation or Confidential Information to any countries outside the United States except as
permitted under the U.S. Commerce Department’s Export Administration Regulations.
(f) The Hosting Services and Documentation provided to the U.S. Government are
“Commercial Items”, as that term is defined at 48 C.F.R. 2.101, consisting of
“Commercial Computer Software” and “Commercial Computer Software
Documentation”, within the meaning of 48 C.F.R. 12.212
or 48 C.F.R.227.7202, as applicable.
Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the
Commercial Computer Software and Commercial Computer Software Documentation are being licensed to
U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are
granted to all other end users pursuant to the terms and conditions herein, as provided in FAR
12.212, and DFARS 227.7202-1(a), 227.7202-3(a), 227.7202-4, as applicable.
| Customer |
||||
| By: | /s/ ▇. ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | FINANCIAL CONTROLLER | |||
| Date: | 6TH JULY, 2009 | |||
| RightNow Technologies, Inc |
||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Title: | VP & General Counsel | |||
| Date: | 6-30-09 | |||
Exhibit A
Order Form (including SOW)
| Product Type | Product ID | Description | Hosting Term | Qty/Usage Limits | ||||||||
Software |
ENT-NU | RightNow Enterprise Authorized User | 1/7/2009 to 20/9/2012 | 10 | ||||||||
Software |
ENT-NU | RightNow Enterprise Authorized User | 21/9/2009 to 20/9/2012 | 190 | ||||||||
Software |
ENT-NU | RightNow Enterprise Authorized User | 21/9/2010 to 20/9/2012 | 200 | ||||||||
Software |
ENT-NU | RightNow Enterprise Authorized User | 21/9/2011 to 20/9/2012 | 180 | ||||||||
Software |
ASC-NU | Agent Scripting Authorized User | 21/9/2009 to 20/9/2012 | 300 Named Users | ||||||||
Software |
RNM-1M | RightNow Marketing 1,000,000 Transactions/Month Block |
1/7/2009 to 20/9/2012 | 1 | ||||||||
Software |
RNM-5M | RightNow Marketing 5,000,000 Transactions/Month Block |
21/9/2009 to 20/9/2012 | 1 | ||||||||
Software |
CHAT-NU | Chat Authorized User | 1/7/2009 to 20/9/2012 | 50 | ||||||||
Software |
COB-NU | Co-Browse Authorized User | 21/9/2009 to 20/9/2012 | 10 | ||||||||
Pro Services |
COIS | Co-Browse Implementation Services (Primary Interface) |
N/A | 1 | ||||||||
Software |
WPSES-20K | Web Portal 20,000 Sessions/Month Block | 21/9/2009 to 20/9/2012 | 20 | ||||||||
Software |
TS | Application Test Site | 21/9/2009 to 20/9/2012 | 2 | ||||||||
Software |
PTA | Pass Through Authentication | 21/9/2009 to 20/9/2012 | 1 | ||||||||
Software |
API | Application Programming Interface | 21/9/2009 to 20/9/2012 | 1 | ||||||||
Software |
WPI-LOW | Web Portal Interface - Low Traffic | 21/9/2009 to 20/9/2012 | 1 | ||||||||
Software |
WPI-MED | Web Portal Interface - Medium Traffic | 21/9/2009 to 20/9/2012 | 2 | ||||||||
Support |
MB | Additional Mailboxes | 21/9/2009 to 20/9/2012 | 20 | ||||||||
Support |
BASIC-CCP | Basic Customer Care Package (BASIC-CCP) | 1/7/2009 to 20/9/2012 | N/A | ||||||||
Customer will pay an over usage fee for RightNow Enterprise Authorized User license for any month
that usage exceeds the usage limits defined in the table above. The usage limits will be 580 for
the period of 1/8/2009 to 31/7/2011.
| STATEMENT OF WORK ID: VIRTUOS_SERVICES_20090624 |
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| [LOGO] | ||||
| TIME & MATERIALS ENGAGEMENT | ||||
| FOR | ||||
| Virtuos Solutions (P) Ltd | ||||
| Services for Implementation | ||||
Third Parties
RightNow may utilize third party resources to complete some or all of the work associated with this
engagement.
Scope of Services
Virtuos Solutions (P) Ltd (the “Customer”) has requested RightNow provide professional services to
assist with the implementation of RightNow for MakeMyTrip (India) Pvt Ltd.
RightNow Professional Services is providing coaching, Best Practices guidance, QA and expert
services to the Virtous India team, to ensure the successful delivery of the project to MakeMyTrip.
If during any stage of the project Virtuos requires additional resources and effort from RightNow,
Virtuos will purchase additional hours as required.
The services included in this Statement of Work will be performed:
o At customer site(s) o Offsite þ Combination onsite / offsite
The engagement location is: Gurgaon, Haryana (Delhi), India
This engagement also assumes four (English) RightNow interfaces are included within the scope of
services.
Additional requirements and/or customizations defined or requested by the Customer after signing
this Statement of Work may change the scope of this project and will be managed according to the
change management process summarized in Appendix A - Change Management.
1.
Business & Technical Requirements
Business and/or technical requirements will be gathered and documented during the Discovery phase
of the engagement (ref: Appendix B – Customer Success Methodology) and will serve as the basis for
product configuration and/or custom development/integration. Our high-level understanding of the
MakeMyTrip business requirements are described as follows:
| 1. | Improve customer service for Sales and Post Sales including |
| a. | Consistency of agent response to inquiries | ||
| b, | Greater Agent efficiency, including increased activity rate per employee, and reduction in Turn Around Time (TAT) of many manual activities within Customer operations | ||
| c. | Consolidated single agent view of Customer activity (360 degree view) | ||
| d. | Computer Telephony Integration to reduce call handle time | ||
| e. | Ability for customers to self serve inquiries |
| 2. | Inquiry/Sales Inquiry management across multiple channels, including email, phone, web, chat | ||
| 3. | Leverage customer information allowing marketing and up sell/cross sell opportunities across different channels, including SMS | ||
| 4. | Capture actionable feedback from customers |
||
| 5. | Training and Education service to enable Customer self sufficiency |
Discovery will involve 12 days onsite. Onsite time will include the following activities:
| 1. | Onsite sessions with MakeMyTrip to understand their business requirements and perform gap analysis | ||
| 2. | Assistance to the Virtuos team to produce a solution design and architecture. RightNow Professional Services will review all documentation produced and provide formal sign-off on the recommended design | ||
| 3. | Assistance to the Virtuos team to scope integration requirements and external interfaces | ||
| 4. | Coaching the Virtuos team to adapt the RightNow Project Methodology |
Discovery and Design
|
80 hours |
RightNow Professional Services will provide the following deliverables:
| 1. | Functional Requirements Document: Documents the functional business requirements and/or processes to be satisfied within the scope of this engagement. RightNow Professional Services will review the final document and provide sign-off along with Virtuos and MakeMyTrip. |
It is assumed that the implementation will be rolled out to MakeMyTrip in two phases. Discovery for
the entire project will be done upfront rather than each roll out phase having its own discovery
cycle. This is to ensure business requirements and solution design is evaluated for the entire
implementation and caters for the full set of requirements.
2.
Project Management/Remote Consulting Services
RightNow’s Project Manager (PM) will be involved in weekly project management and status report
meetings during the project engagement. These weekly meetings will be used to track project
progress and provide remote assistance to the Virtuos team around any functional questions, product
related inquiries and technical guidance related to the MakeMyTrip implementation. The RightNow
project manager will also provide assistance with escalating any implementation related issues to
the appropriate audience within RightNow.
A Delivery Manager will have responsibility for delivery assurance, and will serve as an escalation
point of contact for the project team and MakeMyTrip.
The
Customer will designate one person to serve as Project Manager. The Customer’s project manager
will have authority to approve project-related services and may designate other individuals to act
as project managers, subject-matter experts, and/or advisors during the engagement. The Customer
will be responsible for the quality and timeliness of work performed by Customer in support of this
project; any schedule delays that result are subject to the hourly rates outlined in the
Rates section of this document.
RightNow Professional Services will provide remote assistance to the Virtuos team to prepare for
the project kick-off and discovery phase. This includes providing the Virtuos team access to
RightNow Project Methodology templates and review of any documentation produced by the Virtuos
team.
It is assumed the RightNow Professional Services will provide up to 4 hours of remote assistance
per week for 3 weeks leading up to the onsite discovery.
RightNow will be deliver up to 48 hours of Project Management services during the implementation to
support the following services and functionality:
Customer
Development Requirements
Integration and / File Transfer Requirements, including
Integration and / File Transfer Requirements, including
| • | Custom Tab – Navision Bookings | ||
| • | Custom Tab – Navision Financials | ||
| • | Customer Preferences | ||
| • | Pass Through Authentication (PTA) – Web site (▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇) customer | ||
| • | Push Communications to end customer via RightNow | ||
| • | Agent Screen-Pop from AVAYA | ||
| • | SMS Integration for SMS Marketing and Communication |
Configuration and Consulting Services, including
| • | Basic RightNow Setup | ||
| • | Knowledge Base | ||
| • | Knowledge Syndication Widget | ||
| • | Incident Management | ||
| • | Customer portal Configuration | ||
| • | RightNow Live (Chat) |
| • | RightNow Co-Browse | ||
| • | Marketing Campaign | ||
| • | Customer Survey |
Data Services
| • | Data Import – Contacts |
Details of
the work to be carried out by Virtuos are included in the Statement Of Work document
between Virtuos and MakeMyTrip.
Project Preparation Services
|
12 hours | |
Project Management Services
|
48 hours |
3. Quality Assurance and Testing
During-the delivery of the project, RightNow will provide quality assurance to Customer on the
configuration of RightNow during the implementation. The QA process will ensure the RightNow
configuration conforms to RightNow best practices guidance and meets the business requirements
agreed to within the scope of services.
Customer will be responsible for acceptance testing against its business requirements. This
includes test planning and management, test case development, and execution of acceptance tests at
the individual test case level. RightNow services will be limited to assisting the Customer with
test case execution, investigating the root cause of failed test cases and assisting with resolution (if applicable.)
It is assumed that the implementation will be rolled out in two phases with each phase involving a
QA and testing cycle. RightNow Professional Services hours will be split between the two rollout
phases.
Quality Assurance and Testing
|
40 hours |
4. Go-Live Services
A RightNow resource will be onsite or remote for 5 days to provide support services to the Virtuos
and/or MakeMyTrip project team, agents, representatives, and application administrator in support
of this engagement. Our presence during go-live allows us to actively assist in the launch of the
RightNow product, and assist with fine-tuning the deployment (if necessary.)
It is assumed that the implementation will be rolled out in two phases with each phase involving
go-live services. RightNow Professional Services hours will be split between the two rollout
phases.
Go Live Services
|
40 hours |
| NOTES & ASSUMPTIONS: | ||||
1.
|
If more than one RightNow resource is required, and/or if more than one customer location is specified by Customer, a separate level of effort and Statement of Work will be required (i.e., scope is limited to 7 days and one FTE at one Customer call center location.) | |||
Exclusions
The following elements are specifically excluded from this Statement of Work:
| 1. | Database, operating system and network configuration and/or troubleshooting. This includes, but is not limited to: |
Database Replication, Optimization or Partitions |
Router/Switch troubleshooting | |
DNS Issues
|
SSL configuration | |
Internet Connectivity
|
TCP/IP configuration | |
Network Alliance
setup/troubleshooting
|
Technical environment operations | |
Network maintenance and backup
|
Web Server set-up and troubleshooting | |
Remote Access Customer/server configuration (Citrix, Terminal server etc)
|
Windows and/or any other OS Installation |
Customer Furnished Property & Services
The section identifies property and services the Customer is to provide RightNow in support of this
project if engaged at a customer location.
1. Telephone service for local and long distance calls that pertain to supporting the project.
2. Internet Access
3. Work facilities to perform the work related to this project.
4. Access to existing systems as they apply during the implementation, testing, and rollout of the
RightNow Applications.
Exhibit B
End of Life Policy
End of Life Policy
Software Release Hosting and Support Lifecycle Policy
RightNow will host and fully support software releases for 24 months following the date the
release becomes generally available (except for Japan as indicated in Japan
Release Lifecycle below). After 24 months, the release will be considered at its
end of life. By a release’s end-of-life date, customers should have upgraded to a more recent
release to take advantage of new features and functionality.
The 24-month release lifecycle applies to RightNow 8.0 and future versions. The end-of-life date
for RightNow 7.5 and prior versions is based on a scheduled phase-out period and is no longer
supported. End-of-life dates for each RightNow version are listed in the table below.
RightNow Version End-Of-Life Dates1
| RightNow Version | End-Of-life Date | |
All versions prior to RightNow 8.1 |
Already reached end-of-life | |
RightNow8.1 |
May 31, 2009 | |
RightNow 8.2 |
August 31, 2009 | |
RightNow November’07 |
November 30, 2009 | |
RightNow November’07 Release 2 |
September 30, 2010 | |
RightNow February’08 |
February 28, 2010 | |
RightNow May’08 |
May 31, 2010 | |
RightNow August’08 |
August 31, 2010 | |
RightNow November ’08 |
November 30, 2010 | |
RlghtNow February’09 |
February 28, 2011 | |
Future RightNow versions |
24 months following date of availability (on last day of applicable month) | |
RightNow Salesnet |
Not applicable |
| 1 | Special conditions for Japan apply. See prior section Japan Release Lifecycle. |
Benefits of Upgrading
A critical component of every RightNow deployment is a planned upgrade strategy. Customers who
systematically upgrade to the most recent RightNow software versions will have consistent access to
RightNow’s most advanced product capabilities. By standardizing on a release lifecycle of 24
months, RightNow offers a straightforward, predictable upgrade path to facilitate each customer’s
upgrade planning. While this approach requires customers to periodically upgrade, it still offers
customers substantial flexibility and control over the timing of their upgrades.
Although customers are encouraged to upgrade to the latest software version available, customers
may upgrade to any fully supported version to avoid purchasing the hosting and support extension
option.
To plan for or discuss a future upgrade and to learn about RightNow service packages designed to
facilitate upgrade implementations, please contact your account executive.
Upgrade Planning Example: RightNow’s February ’09 software release was generally available in
February 2009. Under this Software Release Hosting and Support Lifecycle Policy, this release will
be hosted and fully supported for 24 months. Therefore, it will reach its end-of-life date on
February 28, 2011.
Please use this policy to plan for future upgrades.
Japan Release Lifecycle
RightNow will deliver every quarterly release in the Japanese language, but Japanese documentation
will only be released in Japan twice a year, in May and November. RightNow will host and fully
support these releases for 24 months following the date the Japanese documentation becomes
generally available. All other terms of RightNow’s Software Release Hosting and Support Lifecycle
Policy apply to Japan
II. Information about Continued Support for Older Product Capabilities
In future software releases RightNow will replace some product capabilities with either new,
improved capabilities or advise customers of alternative solutions. RightNow encourages
customers using the older product capabilities highlighted in this section to upgrade if new,
improved capabilities are available. By doing so, customers will have
access to improved
functionality and be able to take advantage of new capabilities. For assistance in upgrade
planning, please contact your account executive.
Please note a deprecated feature is a feature that still appears in previous versions of the
product and is still supported, but for which notification has been made that the feature will
be removed in future versions. Please see section “III. Communications on
Future Support Lifecycle Policy Updates” for
more details. Deprecated features are fully supported within the product as long as the RightNow
releases bundled with these features are still supported.
While every effort is made to communicate feature deprecations a quarter in advance of each
release, RightNow reserve the right to deprecate, modify, or remove features from any future
release without prior notice. This includes sample reports and sample applications.
A. RightNow Chat
RightNow Live was renamed RightNow Chat in August 2008. Two versions of RightNow Chat are
supported today:
| • | RightNow Chat 8.2, the most recent version of chat, was released with RightNow 8.2. It will remain hosted and fully supported going forward. RightNow Chat 8.2 is available for hosted deployments only. An on-premise version is not available, and no plans currently exist to provide an on-premise version. | ||
| • | RightNow Chat 8.1 is RightNow’s older version of chat available for both hosted and on-premise deployments. RightNow Chat 8.1 was removed from the RightNow February ’08 release, and from all subsequent releases. |
Note this does not mean RightNow Chat 8.1 is completely unavailable to customers after February
2008. It simply means RightNow Chat 8.1 was removed from the February ’08 release (and from
subsequent releases). RightNow Chat 8.1 will remain supported in prior releases until those
releases meet their end-of-life dates, even if the end-of-life date is later than February 2008.
Also note that the on-premise version of RightNow Chat 8.1 is only available for RightNow
releases supporting on-premise deployments.
Customers using RightNow Chat 8.1 today should refer to the software release end-of-life schedule
previously provided in this announcement to determine when the software release they are
currently using will no longer be available.
A chart summarizing hosting and support for RightNow Chat is listed below. As the chart
indicates, beginning with the February ’08 release, only RightNow Chat 8.2 will be supported.
RightNow Chat Product Support Matrix
| RightNow Version | ||||||||||||||
| Nov’08 | ||||||||||||||
| & | ||||||||||||||
| 8.1 | 8.2 | Nov.’07 | Feb.’08 | May’08 | Aug.’08 | Future | ||||||||
RightNow Chat 8.2 (Hosted)1 |
n/a | Ö | Ö | Ö | Ö | Ö | Ö | |||||||
RightNow Chat 8.1 (Hosted)2 |
Ö | Ö | Ö | |||||||||||
RightNow Chat 8.1 (On-Premise)2,3,4 |
— | — | Ö | |||||||||||
| 1 | RightNow Chat 8.2, the newest version of chat, is available for hosted deployments only. No plans for an on-premise version exist. | |
| 2 | RightNow Chat 8.1 is an older version of Chat 8.1. It is supported for both hosted and on-premise deployments. | |
| 3 | On-premise deployments of RightNow Chat 8.1 are only available for versions of RightNow supporting on-premise deployments. Currently this includes RightNow November ’07 and RightNow November ’07 Release 2, RightNow 7.5, and versions prior to RightNow 7.5 have reached end of life and are no longer supported. | |
| 4 | No plans presently exist to offer an on-premise version of RightNow Chat in release following RightNow November ’07 Release 2. | |
| Legend | ||
| Ö = Supported | ||
| — = Not Supported | ||
| n/a = Not Applicable | ||
| Please click image to enlarge | ||
B. Pre-RightNow 8 Versions of RightNow Feedback
RightNow Metrics was renamed RightNow Feedback before the introduction of RightNow 8.
Support for pre-RightNow 8 versions of RightNow Feedback (including closed incident
surveys) was removed or will be removed according to the following schedule.
| • | All pre-RightNow 8 versions of RightNow Feedback except those integrated with RightNow 8 releases reached end of life on November 30, 2008. This date is also the end-of-life date for RightNow 7.5. | ||
| • | All pre-RightNow 8 versions of RightNow Feedback integrated with RightNow 8.1, RightNow 8.2 and RightNow November ’07 releases will be hosted and fully supported until those releases meet their end-of-life dates. Integrations of pre-RightNow 8 versions of RightNow Feedback were removed from the February ’08 release and are not available in any subsequent releases. |
When upgrading to the February ’08 release, and future releases, customers must use the
version of Feedback bundled with that release to use Feedback capabilities.
Versions
of RightNow Feedback bundled with RightNow 8 releases and for all future
releases thereafter will be hosted and fully supported according to the end-of-life
schedule for the RightNow release it is bundled with. For example, RightNow Feedback
bundled with the RightNow November ’08 release will reach its end-of-life when RightNow
November ’08 reaches its end-of-life on November 30, 2010.
The following chart summarizes hosting and support for RightNow Feedback,
RightNow Feedback Product Support Matrix
| RightNow Version | ||||||||||||||
| Nov’08 | ||||||||||||||
| & | ||||||||||||||
| 8.1 | 8.2 | Nov.’07 | Feb.’08 | May’08 | Aug.’08 | Future | ||||||||
Pre-RightNow 8
versions of
Feedback —
Standalone 1 |
n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||
Pre-RightNow 8
versions of
Feedback
—Integrated with
RightNow 7.x or
prior versions |
||||||||||||||
Pre-RightNow 8
versions of
Feedback
—Integrated with
RightNow 8 |
Ö | Ö | Ö | |||||||||||
RightNow Feedback
bundled with
RightNow 8 |
Ö | Ö | Ö | Ö | Ö | Ö | Ö | |||||||
| 1 | Support for pre-RightNow 8 versions of Feedback deployed standalone ended November 30, 2008, the same day support for RightNow 7.5 ended. | |
| Legend | ||
| Ö = Supported | ||
| — = Not Supported | ||
| n/a = Not Applicable | ||
| Please click image to enlarge | ||
C. Selected Features in RightNow Connect
A small number of features available in RightNow Connect may be deprecated or superseded
by newer features in later versions of RightNow Connect. Beginning
with the November ’08
release and for all future releases thereafter, any RightNow Connect feature to be
deprecated or superseded will be identified in the release specific release notes, with a
timeframe indicating how long the feature will remain supported for, and how to achieve
the same integration objective with a work around or a newer feature. Release notes are
available for each new software release, and can be found on the RightNow
Developer Community File Exchange.
D. Microsoft Outlook Navigation
Microsoft Outlook Navigation was removed from RightNow
November ’07 and will be removed
from all subsequent releases. This feature removal does
not impact Microsoft Outlook
Integration; Microsoft Outlook Integration remains available.
Microsoft Outlook
Navigation is the ability to access Outlook from within the
RightNow Console. Microsoft
Outlook Integration is the ability to synch emails, contacts, and tasks between RightNow
and Outlook.
E. The
Classic and November ’07 Web Self-Service Page Sets
RightNow currently provides three web self-service page sets. The Classic web
self-service page set is the ‘end-user’ page set that was first released in RightNow
version 4.0. A redesigned “end-user” page set was introduced
in the RightNow November ’07
release and is referred to as the November ’07 page set. The latest Customer Portal web
self-service page set was first released in the August ’08 release and is the default
“end-user” page set since. Please note all three web self-service page sets are available
in subsequent releases unless they have been deprecated (see next paragraph for more
information). They will be hosted and fully supported according to the end-of-life
schedule for the RightNow release it is bundled with.
Beginning
with the RightNow February ‘10 release and for all future releases thereafter,
RightNow will no longer include the Classic page set and the November
‘07 page set. The
Customer Portal page set will be the only available web self-service option for customers
on the February ’10 release and for later releases. The Customer Portal page set allows
you to brand and personalize your website service experience with Web 2.0 technologies.
We encourage you to plan in advance and decide when and how you want to move to this more
flexible and capable Customer Portal platform. For assistance in upgrade planning, please
contact your account executive.
Note the
Classic page set and the November ‘07 page set will remain supported in prior
releases until those releases meet their end-of-life dates, even if the end-of-life date
is later than February 2010.
The following chart summarizes hosting and support for the web self-service page sets
(including the Classic page set, the November ‘07 page set and the Customer Portal page
set).
Web Self-Service Page Sets Support Matrix
| RightNow Version | ||||||||||||||
| Feb. 10 | ||||||||||||||
| Aug.’08 - | & | |||||||||||||
| 8.1 | 8.2 | Nov.’07 | Feb.’08 | May’08 | Nov.’09 | Future | ||||||||
The Classic page set |
Ö | Ö | Ö | Ö | Ö | Ö | n/a | |||||||
The November’07 page set |
n/a | n/a | Ö | Ö | Ö | Ö | n/a | |||||||
The Customer Portal page set |
n/a | n/a | n/a | n/a | n/a | Ö | Ö | |||||||
| Legend | ||
| Ö = Supported | ||
| — = Not Supported | ||
| n/a = Not Applicable | ||
| Please click image to enlarge | ||
III. Communications on Future Support Lifecycle Policy Updates
All future support lifecycle policy updates will be posted on RightNow’s website
with past policy announcements archived for customer reference. RightNow will also
communicate hosting and support lifecycle policy changes to the technical contacts associated with
active customer accounts via email.
Exhibit C
Support Package Description
Support Package Description
Basic
customer Care Package (BASIC-CCP)
The Customer Care Package includes the following elements. This package does not include support
for customizations performed by Customer.
Elements include:
| • | Access to the RightNow knowledge base via the support portal | ||
| • | Access to the RightNow Community portal | ||
| • | Provision of the following support for version upgrades: |
| ü | Communication of major release changes | ||
| ü | Support in the creation of upgrade test site | ||
| ü | General support of upgrade process questions via incident |
| • | Limited email support – agent allocation based on pool |
n |
Unlimited Severity 1 Incidents | ||
n |
Up to 12 Severity 2,3 and 4 Incidents per year |
| • | Customer Care Service Level Objectives and Hosting Availability based on table below |
| Basic | ||||||||
Customer Care
Service Level
Objectives |
Service Level 1 | Target Response | 5x24BD * | 24 Hours | ||||
| Target Resolve | 5x24BD * | 48 Hours | ||||||
| Service Level 2 | Target Response | 5x24BD * | 48 Hours | |||||
| Target Resolve | 5x24BD * | 96 Hours | ||||||
| Service Level 3 | Target Response | 5x24BD | 96 Hours | |||||
| Target Resolve | 5x24BD | Reasonable Commercial Effort | ||||||
| Service Level 4 | Target Response | 5x24BD | 144 Hours | |||||
| Target Resolve | 5x24BD | Reasonable Commercial Effort | ||||||
Hosting Availability |
Target: 99.5% (measured at the end of each calendar quarter) No Service Level Credits |
|||||||
Hosting
Availability
Monitoring |
Internal site monitoring at 15 minute increments | |||||||
* The following limitations apply for Support for Enterprise Analytics:
| • | Business Day means: Monday through Friday between the hours of 8am to 8pm US Central Standard Time (CST) each day; | ||
| • | Maintenance to be performed based on CST up to a maximum of 16 hours per month and 156 hours per year. | ||
| • | Target Resolve time for Severity Level 1 Incidents reported outside Business Day is 12 noon CST the next Business Day. |