Maintenance and Support

Onit will provide Maintenance and Support for the Subscription Services specified in an Order during the applicable Subscription Term as follows:
 

  1. Maintenance. “Maintenance” means any Onit-provided (i) software updates, (ii) bug fixes, (iii) security updates, (iv) platform patches, (v) hardware maintenance and updates, and/or (vi) feature enhancements and performance enhancements to existing features and new features for which Onit does not charge a separate fee, each offered by Onit at its sole discretion when published and made generally available to its customers (each, a “Maintenance Update”). Maintenance may be provided on a scheduled or unscheduled basis. Maintenance Updates will be installed by Onit via automated processes. Customer may not unreasonably delay installation of a Maintenance Update. Scheduled Maintenance is not included in any Service Availability calculation.
     
    Scheduled Maintenance. Onit reserves the following two (2) weekly maintenance windows for “Scheduled Maintenance” with no notice required:
    • Saturday: 10:00 PM to 2:00 AM US Central TimeSunday: 10:00 AM to 2:00 PM US Central Time
    Unscheduled Maintenance. Onit may provide ”Unscheduled Maintenance” if any aspect of the Subscription Services requires immediate Maintenance to continue the Subscription Services and/or to prevent or mitigate an emergent situation. Onit will provide advance notice as soon as practicably possible to inform Customer of the Unscheduled Maintenance. Onit may provide notice of Unscheduled Maintenance via email, a banner within the Subscription Services, or by other means to inform Customer, provided that a lack of notice will not prevent Onit from initiating and continuing Unscheduled Maintenance.
  2. Support. “Support” consists of the offerings in the table below. Customer will receive Standard Support unless Premium Support is identified on the Order.
    StandardPremiumLanguage
    • English
    Commencement
    • The later to occur of (i) Go-Live of the Subscription Services, or (b) after the applicable Subscription or Professional Services have exited Go-Live Stabilization
    Hours and Availability
    • 12×5 (the work week within Customer’s local time zone beginning at 8:00 AM)For customers of the SecureDocs VDR product only, 24×7Excludes Holidays 24x7x365 for SEV1 Issue Types, as defined in the applicable SLA24×5 (the work week within Customer’s local time zone)Excludes Holidays 24x7x365 for SEV1 Issue Types, as defined in the applicable SLA
    Available ChannelsScope
    • How To Questions: Product support for questions about how to use existing functionality, how functionality within the system is designed to work or potential capabilities of the systemBreak/Fix: Technical support for existing functionality in the system that was previously working and subsequently is not working as expectedMaintenance: Technical support for maintaining functionality that already exists in current configuration, without making a configuration change
    Ticket Review Calls
    • Not applicableMonthly ticket status/review calls
    Technical Account Manager
    • Not applicableNamed Technical Account Manager that will be a subject matter expert in Customer’s Onit Subscription Services portfolioSupport escalation contactRegular SLA reviews
    Configuration Change Requests (if customizable Service)
    • Not applicableUp to 10 Configuration Change Requests, as defined below, per calendar month
    Definitions: “Configuration Change Request” means a single change requested by Customer to Customer’s specific configuration for any customizable Subscription Service that is part of the Order and that is estimated by an Onit subject matter expert to take no longer than 1 hour to design, build, test, and release. Onit will track each such Configuration Change Request per Onit Support Ticket. Onit will obtain Customer’s approval prior to performing the Configuration Change Request and will track against the calendar month’s allotment. Unused Configuration Change Requests do not carry over to the following calendar month and are not subject to a refund. If additional Configuration Change Requests are needed or a Configuration Change Request is not included in Maintenance and Support, with Customer approval, Onit will accommodate with time and materials Professional Services.“Go-Live” means the date upon which Onit makes a production environment of the applicable Subscription Service available for use.“Go-Live Stabilization” means the period following Go-Live (specified in the Statement of Work or Change Order, as applicable) during which an elevated level of support is available.“Holidays” means the days Onit recognizes as holidays in relation to Customer’s local time zone as follows: US: New Year’s Day, Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. India: New Year’s Day, Republic Day, Holi, Gudi Padwa/Ugadi, Labour Day, Independence Day, Gandhi Jayanti, Diwali, Christmas. Germany: International Women’s Day, Good Friday, Early May Bank Holiday, Ascension Day, Christmas Day, Boxing Day. Ukraine: Orthodox Christmas Day, International Women’s Day, Good Friday, International Worker’s Day, Victory Day, Holy Trinity, Constitution Day, Day of Ukrainian Statehood, Independence Day, Defenders of Ukraine Day, Christmas Day. If Customer’s local time zone is not based upon these jurisdictions, US Holidays will be applicable unless otherwise agreed in writing.
  3. Authorized Contacts. Customer should designate one or more individuals as reasonably required to be the authorized contact(s) and act as a liaison between Onit and Customer to request, address, and be notified about Maintenance and Support matters (each an “Authorized Contact”). Authorized Contacts should have the requisite knowledge of the Subscription Services and the authority to act on behalf of Customer for Maintenance and Support matters. Onit has no obligation to determine whether the individual requesting Maintenance or Support is an Authorized Contact.  
  4. Exclusions. Onit will have no obligations related to Maintenance and Support with respect to the following exclusions (each an “Exclusion”): (i) the use or functioning of the Service with third party products other than those specified in the Documentation; (ii) use of the Subscription Services in breach of the Agreement or the Documentation; (iii) any modification, customizations or enhancements of the Subscription Services by any person or entity other than Onit, (iv) causes beyond the reasonable control of Onit (e.g., floods, fires, loss of electricity or other utilities), (v) the gross negligence of Customer or any third party, operator error, attempted access, maintenance or other use by unauthorized persons; (vi) the failure of or caused by any third party software, hardware, or data feeds, or failure or corruption of any database or (vii) the failure of Customer to provide requisite details and reasonable support as requested by Onit to help resolve the issues; (viii) any Customer-developed software or configuration or third-party software except any third party software embedded in the Subscription Services or in Onit -provided hosted servers; (ix) Customer-driven enhancements to add new functionality, configurations or components or adjusting configurations for existing functionality that requires business analysis, project management, professional services, quality assurance and/or engineering resources including, without limitation adding a new workflow, rebuilding an existing workflow, adding new document generation templates, new integrations or updates to existing integrations or changes to custom reports, updating, hiding and rearranging fields/tabs/columns/filters, etc.; (x) documentation creation or modification; and (xi) training services. 
  5. Time and Materials Professional Services. For items not included in Maintenance and Support, with Customer approval, Onit will scope and deliver time and materials Professional Services via a formal statement of work or change order process.