Terms and Conditions Agreement

Last updated: October 2nd, 2017

eXo Platform SAS

Master Subscription Agreement

PLEASE READ THIS MASTER SUBSCRIPTION AGREEMENT BEFORE PURCHASING OR USING THE PRODUCTS OR SERVICES. BY USING OR PURCHASING THE PRODUCTS OR SERVICES, CUSTOMER SIGNIFIES ITS ASSENT TO THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT PURCHASE NOR USE THE PRODUCTS OR SERVICES.

This Master Subscription Agreement (the “Agreement”) is entered into by and between eXo Platform (either “eXo Platform SAS” or “eXo Platform NA LLC” or “eXo Platform Luxembourg SARL”) as referred in the Order Form or any other order form related to the purchase of products and/or services related to this Agreement and, if there is no precision, with eXo Platform NA LLC, a limited liability company of the laws of California registered before the registry of Californian companies under number 200920410095 and having its principal office 51 Federal Street, Suite 350, San Francisco, California 94105, United-States (“eXo”) and the purchaser or user of eXo products and/or services that accepts the terms of this Agreement (“Customer”). The effective date of this Agreement (“Effective Date”) is the earlier of these three dates: the date of signature or acceptance of this Agreement by entering into an Order Form by the Customer, the date of use of eXo products and/or services by the Customer, or the date of purchase and payment of eXo products and/or services through eXo online selling platform.

Whereas eXo and Customer desire to establish certain terms and conditions under which Customer will, from time to time, be licensed software and obtain services from eXo;

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer and eXo agree as follows:

1. Definitions

Capitalized terms used in this Agreement are defined in this Section 1 or the Section in which they are first used:

1.1 “Activation Key” means a file evidencing a grant of one or more Licenses by eXo to Customer for the Term, and provided to Customer when the Subscription is purchased.

1.2 “CORE Processor” means the virtual or real unit that reads and executes program instructions.

1.3 “Documentation” means the standard end-user technical documentation and specifications that eXo supplies with the Software, as revised from time to time by eXo. Advertising and marketing materials are not Documentation.

1.4 “Error” means a reproducible failure of the Software to perform in substantial conformity with its Documentation, and considered as such by eXo.

1.5 “eXo Add-Ons” means an extension module or plugin published by eXo enhancing the Software with additional functionalities.

1.6 “License” means a license granted, concurrently to a Subscription Plan, by eXo to Customer to allow installation and use of the Software.

1.7 “Third-Party Software” means various third-party software components licensed under the terms of applicable license agreements, whether open source or not, included in the materials relating to such software. Third-Party Software is composed of individual software components, each of which has its own copyright and its own applicable license conditions.

1.8 “Order Form” means an order form, whether in written or electronic form, composed of one or multiple purchase orders, defining the Software, and/or the services which will be delivered to the Customer by eXo, in accordance with this Agreement and the specific conditions written in this Order Form.

1.9 “Software” means the tested and certified software in object code format provided by eXo to Customer, as specified on the Order Form, pursuant to this Agreement as of the Effective Date or a future date, including any Documentation incorporated therein, and Updates to such software that eXo may provide to Customer from time to time as part of eXo Products Maintenance Program, as defined at https://www.exoplatform.com/maintenance-program. For the avoidance of doubt and unless otherwise specified, Third-Party Software and/or eXo Add-Ons, that may be available through the Software, (a) do not form a part of the Software, (b) are solely governed by their own licenses and/or terms and conditions, (c) are not covered by this Agreement, and (d) may be downloaded and installed by the Customer under its sole responsibility and liability. As a limited exception to the aforesaid, eXo Add-Ons listed in Appendix 4 (“eXo Official Add-Ons”) are governed and supported under the conditions of this Agreement under the same level of Support Services as the Support Services applicable to the Software.

1.10 “Subscription” or “Subscription Plan” mean equally eXo’s commercial offerings that include the benefits and limitations listed in Appendix 0, the License for the Software and, if applicable, the access to Support Services and/or access to the Hosting and Managed Services ordered and paid for by Customer and provided by eXo as specified on the Order Form.

1.11 “Support Services” means the support services provided by eXo to Customer as part of a Subscription Plan and as further defined in Section 2.6 and https://www.exoplatform.com/legal/sla.pdf and/or as may be specified on the applicable Order Form.

1.12 “Term” means the period of time for the Subscription as specified in the Order Form.

1.13 “Update” means a Major Release, Minor Release or Maintenance Fix of the Software. “Major Release” means a later version of the Software identified by a change in the first digit (X) of the identified update according to the (X.y.z) schema. “Minor Release” means a later version of the Software identified by a change in the second digit (Y) of the identified update according to the (x.Y.z) schema. “Maintenance Fix” means a new version of the Software identified by a change in the third digit (Z) of the identified update according to the (x.y.Z) schema.

1.14 “Registered User” means a physical or virtual person or program, named or anonymous, who establishes a network connection with the server on which the Software is installed, with the objective to make partial or complete use of the Software.

2. General Terms

2.1 Scope of Agreement. This Agreement governs all transactions between the parties with respect to the Software and Services provided hereunder.

2.2 Orders. Customer may place orders with eXo to purchase a Subscription at eXo’s then-current prices. Customer may transmit such orders to eXo by mail, fax, email or other electronic channels. Customer may, for its convenience, submit orders using its standard forms, but no terms, provisions or conditions of any order document, acknowledgement or other business form that Customer may use in connection with the acquisition or licensing of the Software will have any effect on the rights, duties or obligations of the parties under, or otherwise modify this Agreement, regardless of any failure of eXo to object to such terms, provisions or conditions. Any such additional or conflicting terms and conditions on any Customer order document, acknowledgement or other business form are hereby rejected by eXo.

2.3. Acceptance of Orders. eXo may accept orders in its sole discretion by sending to Customer an Order Form confirming the particulars of the order.

2.4 Delivery Delivery of the Software will be from eXo’s Customer Portal web site. The Term is specified in the Order Form. The Software will be deemed accepted by Customer upon delivery of the Activation Key.

2.5 Installation. Customer will be responsible for installing the Software on its computers as permitted under this Agreement. Installation services may be purchased on at time-and-materials basis at eXo’s then-current rates as specified on the applicable Order Form.

2.6 Support Services. During the time that Customer has paid the applicable annual Subscription fees, eXo will provide Customer with Support Services for the Software according to the purchased Subscription Plan, under the terms outlined in the Support Policy as defined in Appendix 1 of this Agreement. Such Support Services are provided to Customer solely for Customer’s internal use, and Customer may not use the Support Services to supply any consulting, support or training services to any third party.

2.6Bis Hosted and Managed Services. During the time that Customer has paid the applicable annual Subscription fees, eXo will provide Customer with Hosting and Managed Services for the Software according to the purchased Subscription Plan purchased, under the contractual and operational terms as defined in Appendix 3 “Hosting and Managed Services”. These Hosting and Managed Services are provided to Customer solely for Customer’s internal use, and Customer may not use the Hosting and Managed Services to any third party.

2.7 Exclusions. eXo will have no obligation to correct Errors caused by: (a) improper installation of the Software; (b) altered or modified Software, unless altered or modified by eXo; (c) use of the Software in a manner inconsistent with its Documentation or this Agreement; (d) any combination of the Software with hardware or software not specified in the Documentation; or (e) defects in the Software due to accident, hardware malfunction, abuse or improper use.

2.8 Additional Services. Should Customer request that eXo provide services in connection with problems (a) caused by the factors listed in Section 2.7 or (b) that are otherwise beyond the scope of the Support Services or this Agreement, Customer will pay for such services eXo agrees to perform on a time-and-materials basis at then-current rates.

2.9 Customer Obligations.

2.9.1 As a condition to eXo’s provision of the Support Services, Customer agrees to assure necessary competence for use of the Software. Training courses (Appendix 2) provide the Customer’s technical crew with the set of knowledge required.

2.9.2 As a condition to eXo’s provision of the Support Services, Customer must assist eXo in identifying and correcting any Errors, including executing reasonable diagnostic routines in accordance with any instructions provided by eXo. Customer agrees to provide eXo with such cooperation, materials, information, access, and support which eXo deems to be reasonably required to allow eXo to successfully provide the Support Services, including, without limitation, as may be set forth in an applicable Order Form. Customer understands and agrees that eXo’s obligations hereunder are expressly conditioned upon Customer providing such cooperation, materials, information, access and support.

2.9.3 Customer acknowledges that in order for eXo to provide the Support Services, Customer may be required to license and install certain third party software and provide certain third party hardware that are not provided or licensed by eXo (“Third Party Products”). eXo may provide Customer with links and instructions for obtaining Third Party Products, but it is Customer’s responsibility to properly license and install any required Third Party Products from the relevant third party providers. eXo will have no liability with respect to any Third Party Products. In the event of a failure by Customer to timely provide Third Party Products as required, eXo may treat the applicable Order Form as having been cancelled by Customer.

3. Licenses

3.1 Grant. For each Subscription Plan that Customer purchases, eXo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except as provided in Section 11.3) License for the Term to:

a) use, install and execute the Software licensed hereunder (in object code format) on any computers solely for Customer’s own business purposes;

b) use, install the Software licensed hereunder (in object code format) with respect for the number of allowed CORE Processors and/or the limitation of Registered Users, as designated in the applicable Order Form, solely for Customer’s own business purposes;

Each License is subject to the terms and conditions of this Agreement, including the restrictions set forth in this Section 3 and will be contingent upon Customer’s timely payment of eXo's applicable Subscription fee (as specified on the Order Form) and issuance by eXo of the Activation Key. The License granted herein is solely to the entity specified as “Customer” and not, by implication or otherwise, to any parent, subsidiary or affiliate of such entity.

3.2 Copies. Customer may make up to two (2) copies of the Software licensed hereunder for archival, backup, installation or disaster recovery purposes only. Customer will include in any such copy all copyright, trademark, or other proprietary rights notices as included in or affixed to the original Software.

3.3 Restrictions. Customer shall not itself, or through any parent, subsidiary, affiliate, agent or other third party:

a) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Software, in whole or in part, nor will Customer use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the Software or encourage others to do so, except to the limited extent, if any, that applicable law permits such acts notwithstanding any contractual prohibitions, provided, however, before Customer exercises any rights that Customer believes to be entitled to based on mandatory law, Customer shall provide eXo with thirty (30) days prior written notice and provide all reasonably requested information to allow eXo to assess Customer’s claim and, at eXo’s sole discretion, to provide alternatives that reduce any adverse impact on eXo’s intellectual property or other rights;

(b) allow access or permit use of the Software by any users other than Customer’s employees, or authorized third-party contractors who are providing services to Customer and agree in writing to abide by the terms of this Agreement, provided further that Customer shall be liable for any failure by such employees and third-party contractors to comply with the terms of this Agreement,

(c) create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions of the Software, any additional licensing terms provided by eXo via product documentation, notification, and the terms of this Agreement,

(d) modify or create derivative works based upon the Software,

(e) use the Software in connection with any business operation for which Customer provides services to third parties, or

(f) disclose the results of any benchmark test of the Software to any third party without eXo’s prior written approval, unless otherwise expressly permitted herein, provided, however, that the foregoing restriction shall apply to Customer only if Customer is a software or hardware vendor, or if Customer is performing testing or benchmarking on the Software.

3.4 Third-Party Software. The Third-Party Software is licensed under the terms of the applicable license conditions, whether open source or not, and/or copyright notices that can be found in the licenses file, the documentation or other materials accompanying the Third-Party Software. Copyrights to the Third-Party Software are held by copyright holders indicated in the copyright notices in the corresponding source files or in the licenses file or other materials accompanying the Third-Party Software.

4. License Fees and Payment

4.1 Subscription Fees. Customer shall pay all fees for each Subscription Plan as specified on the applicable Order Form. Customer may purchase additional Subscription Plans by placing any order to eXo  in accordance with Section 2.2. Any added Subscription will be subject to the following:  (i) added Licenses will be coterminous with the pre-existing Term (either the initial Term or the renewal Term); (ii) the fees for the added Subscriptions will be the then-current, generally applicable Subscription fee for such; and (iii) any Subscription added during the validity period will be billed to the remaining pro rata of that period. eXo reserves the right to modify its Subscription Fees at any time, upon at least thirty (30) days prior notice to Customer, which notice may be provided by e-mail.

4.1Bis Declaration of Use During the validity period of a Subscription Plan, eXo may request at any time Customer to fill a form to declare effective use of the License(s) granted for the Software by this Agreement. The Customer will fulfill this formality within fifteen (15) calendar days. In the event that the Declaration of Use would demonstrate a surplus use of the Software from the benefits granted by the Subscription Plan initially ordered in an applicable Order Form or according to the terms of this agreement, eXo shall adjust automatically the Subscription plan of the Customer with an then-current eligible Subscription Plan, and shall invoice  immediately and retroactively the amount corresponding to the difference with the induced Subscription Fee. Reference dates used to calculate this amount will be the latest Effective date and End date written in the applicable Order Form.

4.2 Billing and Renewal. eXo charges for and collects in advance the Subscription Fees. eXo will automatically renew and issue an invoice each billing period thirty (30) days before the subsequent anniversary of the Subscription unless either party gives written notice of its intent not to renew at least ninety (90) days prior to the end of the current contract term. Upon any renewal, eXo’s then-current terms and conditions for this Agreement will apply, including Support Services terms, Hosting and Managed Services terms and all other terms forming the entire applicable Agreement. Any specific term, commercial discount, specific payment condition appearing in the Order Form corresponding to the previous Subscription Plan are not automatically renewed. The Subscription Fees corresponding to the renewal will be corresponding to the then-current list price of the current Subscription Plan or its equivalent to date of invoicing the renewal. For the avoidance of doubt, the equivalency is established according to, at least, the parameters (a) of Duration AND (b) the number of CORE Processors and/or Registered users, AND (c) the Support Services tier and/or Hosting and Managed Services initially ordered and paid by the Customer. The current list of Subscription Plans is maintained and published by eXo at https://www.exoplatform.com/terms-conditions/subscription-plans.pdf and in Appendix 0 of this Agreement. eXo’s then-current list prices shall increase by up to 7 % above the applicable list prices in the prior term. eXo will provide written notice of updated pricing at least thirty (30) days prior to the applicable renewal term.  Fees for any other services will be charged on an as-quoted basis. All eXo supplied Software and Support Services will only be delivered to Customer electronically through the Internet. Unless otherwise specified on an Order Form, all invoices will be paid within thirty (30) days from the date of the invoice. Subscription Fees are non-refundable after payment. Payments will be made without right of set-off or chargeback. All payments must be made in the currency stated in the Order Form. Late payments will accrue interest at the rate of one and one half percent (1½%) per month, or, if lower, the maximum rate permitted under applicable law. If payment of any fee is overdue, eXo may also suspend provision of the Services and the License of the Software until such delinquency is corrected.

4.3 Taxes. The amounts payable to eXo under this Agreement do not include any taxes, levies, or similar governmental charges, however designated, including any related penalties and interest (“Taxes”). Customer will pay (or reimburse eXo for the payment of) all Taxes except taxes on eXo’s net income, unless Customer provides eXo a valid state sales/use/excise tax exemption certificate or direct pay permit. If Customer is required to pay any withholding tax, charge or levy in respect of any payments due to eXo hereunder, Customer agrees to gross up payments actually made such that eXo shall receive sums due hereunder in full and free of any deduction for any such withholding tax, charge or levy.

4.4 Audit Rights. Customer will maintain accurate records as to its use of the Software as authorized by this Agreement, for at least two (2) years from the last day on which Subscription Plans expired for the applicable Software. eXo, or persons designated by eXo, will, at any time during the period when Customer is obliged to maintain such records, be entitled to audit such records and to ascertain completeness and accuracy, in order to verify that the Software is used by Customer in accordance with the terms of this Agreement and that Customer has paid the applicable Subscription fees for the Software, provided that: (a) eXo may conduct no more than one (1) audit in any twelve (12) month period; (b) any such audit shall be subject to a mutually agreed upon non-disclosure agreement negotiated in good faith and entered into by the parties (including any third party agent eXo may use in connection with such audit); (c) the audit will be conducted during normal business hours; and (d) eXo shall use commercially reasonable efforts to minimize the disruption of Customer’s normal business activities in connection with any such audit. eXo, or persons designated by eXo, shall not have physical access to Customer’s computing devices in connection with any such audit, without Customer’s prior written consent. Customer shall promptly pay to eXo any underpayments revealed by any such audit. Any such audit will be performed at eXo’s expense, provided, however, that Customer shall promptly reimburse eXo for the cost of such audit and any applicable fees if such audit reveals an underpayment by Customer of more than five percent (5%) of the Subscription fees payable by Customer to eXo for the period audited.

5. Term, Termination and Expiration.

5.1 Term. Unless otherwise stated in the applicable Order Form, the Term of this Agreement will begin on the Effective Date and will continue for the period set forth in the Order Form. Thereafter, this Agreement will be automatically renewed for additional terms of one (1) year each under the then-current list price and terms in effect at this date, unless notice to the contrary is given in writing ninety (90) days prior to such termination or unless otherwise stated in the applicable Order Form.

5.2 Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches, but only by giving the breaching party written notice of termination and specifying in such notice the alleged material breach. The breaching party will have a grace period of thirty (30) days after such notice is served to cure the breach described therein. If the breach is not cured within the foregoing time period, this Agreement will automatically terminate upon the conclusion of such period. Notwithstanding the foregoing, eXo, in its sole discretion, may terminate this Agreement if Customer violates its obligations under Sections 3 and/or 7.

5.3 Effects of Termination. Upon termination of this Agreement for any reason or expiration :  (a) any amounts owed to eXo under this Agreement before such termination or expiration will be immediately due and payable; (b) all License rights granted in this Agreement before such termination or expiration and in any Order Form will immediately terminate; (c) Customer must immediately stop all use of the Software; (d) Customer must erase all copies of the Software from Customer’s computers, and destroy all copies of the Software and Documentation on tangible media in Customer’s possession or control or return such copies to eXo; (e) each party will return to the other party the Confidential Information of the other party that it obtained during the course of this Agreement; and (f) Customer must certify in writing to eXo that it has returned or destroyed such Software and Documentation.

Sections 1, 4.4, 5.3, 6, 7, 8.3, 9 and 11 will survive expiration or termination of this Agreement for any reason.

6. Proprietary Rights.

6.1 As between the parties, Customer acknowledges and agrees that the Software, including its sequence, structure, organization, and source code, constitute certain valuable intellectual property rights including copyrights, trademarks, service marks, trade secrets, patents, patent applications, contractual rights of non-disclosure or any other intellectual property or proprietary right, arising of eXo and/or its suppliers. The Software is licensed and not sold to Customer, and no title or ownership to the Software or the intellectual property rights embodied therein passes as a result of this Agreement or any act pursuant to this Agreement.  The Software and Documentation are the exclusive property of eXo and/or its suppliers, and all rights, title and interest in and to such not expressly granted to Customer in this Agreement are reserved. eXo owns all copies of the Software, in any form.  Nothing in this Agreement will be deemed to grant, under any legal theory, a license under any of eXo’s existing or future patents (or the existing or future patents of its suppliers).

6.2 Customer acknowledges that in the course of performing any Support Services, eXo may create software or other works of authorship (collectively “Work Products”). Subject to Customer’s rights in the Customer Confidential Information, eXo shall own all right, title and interest in such Work Products, including all intellectual property rights therein and thereto.  If any Work Product is delivered to Customer pursuant to or in connection with the performance of Support Services (a “Deliverable”), eXo hereby grants to Customer a license to such Deliverable under the same terms and conditions Customer’s license to Software set forth in Section 3 above.

6.3 Customer is not obtaining any intellectual property right in or to any materials, works of authorship, software provided by eXo to Customer in connection with the provision to Customer of Support Services (“Materials”), other than the rights of use specifically granted in this Agreement. Customer will be entitled to keep and use all Materials provided by eXo to Customer, but without any other license to exercise any of the intellectual property rights therein, all of which are hereby strictly reserved to eXo. In particular and without limitation, Materials may not be copied electronically or otherwise whether or not for archival purposes, modified including translated, re-distributed, disclosed to third parties, lent, hired out, made available to the public, sold, offered for sale, shared, or transferred in any other way. All eXo trademarks, trade names, logos and notices present on the Materials will be preserved and not deliberately defaced, modified or obliterated except by normal wear and tear. Customer shall not use any eXo trademarks without eXo’s express written authorization.

6.4 Specific Developments : Other than the limited rights specifically granted in this Agreement. eXo will own all right, title, and interest in and to its pre-existing technology, the Software, Support Services, Hosting and Managed Services, and all modifications, enhancements and Work Products thereof, and all associated Intellectual Property Rights. Subject to eXo’ rights in its pre-existing technology, Customer will own all right, title and interest in and to all Specific Developments, if applicable, and all Intellectual Property Rights associated with such Specific Developments. eXo hereby acknowledges that Specific Developments are works done under the Customer’s direction and control and have been specially ordered or commissioned by Customer.

7. Confidential Information. The term "Confidential Information" shall mean any information disclosed by either party (the “Discloser”) to the other party (the “Recipient”) in connection with this Agreement, that is disclosed in writing, orally or by inspection and is identified as "Confidential" or "Proprietary", or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Recipient. Notwithstanding the foregoing, the following is "Confidential Information" of eXo: Any information, in whatever form, disclosed by eXo that relates to the Software and that is not publicly known. The Recipient shall treat as confidential all Confidential Information received from the Discloser, shall not use such Confidential Information except as expressly permitted under this Agreement, and shall not disclose such Confidential Information to any third party without the Discloser's prior written consent; provided, however, the Recipient may disclose Confidential Information to its employees and contractors on a need-to-know-basis, who have an agreement with the Recipient that would protect the Discloser to the same extent and which restricts disclosure of the Confidential Information in the same manner as this Agreement. The Recipient is liable for all acts and omissions of its employees and contractors that such act or omission would be a breach of this Agreement if it had been done by the Recipient. The Recipient shall use the same measures to protect the Confidential Information that it takes with its own most confidential information, but in no event less than reasonable measures, to prevent the disclosure and unauthorized use of Confidential Information. Notwithstanding the above, the restrictions of this Section shall not apply to information that:  (a) was independently developed by the Recipient without any use of the Confidential Information of the Discloser; (b) becomes known to the Recipient, without restriction, from a third party without breach of this Agreement and who had a right to disclose it; (c) was in the public domain at the time it was disclosed or becomes in the public domain through no act or omission of the Recipient; (d) was rightfully known to the Recipient, without restriction, at the time of disclosure; or (e) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the Recipient shall provide prompt notice thereof to the Discloser and shall use its reasonable best efforts to prevent public disclosure of such information. Recipient shall, at Discloser’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Recipient as Confidential Information, or at Discloser's option, certify destruction of the same.

8. Warranties

8.1 Performance. eXo warrants to Customer that, for a period of thirty (30) days from the Effective Date (“Warranty Period”), the Software, when used as permitted under this Agreement and in accordance with its Documentation, will operate in substantial conformity with its Documentation.  eXo’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in eXo’s sole discretion, to replace the non-conforming Software or use commercially reasonable efforts to correct the non-conformity; provided that eXo is notified in writing of such non-conformity within the Warranty Period. This warranty shall not apply if:  (i) the Software is used outside the scope of this Agreement or used inconsistently with its Documentation; (ii) the Software is modified or altered in any way except by eXo; or (iii) damages are due to negligence or misuse or abuse of the Software. Any replacement or error correction will not extend the original Warranty Period.

8.2 Support Services and Hosting and Managed Services. The Support Services and/or Hosting and Managed Services shall be deemed  accepted by Customer upon delivery. eXo warrants that the Support Services and Hosting and Managed Services to be performed hereunder will be done in a workmanlike manner and shall conform to standards of the industry. eXo’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be for eXo to re-perform the applicable Services; provided that eXo is notified in writing of such non-conformity is notified and reasoned in writing within three (3) days following the occurrence of a default in the performance of the relevant Services.

8.3 Disclaimer. THE SOFTWARE AND ANY SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS.” EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTIONS 8.1 AND 8.2, EXO MAKES NO OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY OTHER MATERIAL, INFORMATION OR SERVICES PROVIDED HEREUNDER. eXo hereby disclaims all other warranties of merchantability, fitness for a particular purpose, accuracy, result, effort, title and non-infringement. eXo does not warrant that any software or any services will be provided error free, will operate without interruption or will fulfill any of Customer’s particular purposes or needs. Customer acknowledges that IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 8.1 and 8.2 AND THAT NO WARRANTIES ARE MADE BY ANY OF EXO’S SUPPLIERS OR DISTRIBUTORS.  Customer acknowledges and agrees that the prices offered under this agreement reflect these negotiated warranty provisions. To the extent that eXo cannot disclaim any such warranty as a matter of applicable law. To the avoidance of doubt, in no event will the applicable law has any effect on the limitation of liability set forth section 9.

9. Limitation of Liability. Neither party will be liable to any other party for any indirect, incidental, special, consequential, punitive or exemplary damages arising out of or related to this Agreement under any legal theory, including but not limited to (I) lost profits, lost data or business interruption, even if such party has been advised of, knows of, or should know of the possibility of such damages, AND (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN OR DESTRUCTIVE PROPERTIES OF THE SOFTWARE  claim attributable to errors, omissions or other inaccuracies in or destructive properties of the software or any Services. Regardless of the cause of action, whether in contract, tort or otherwise, neither party’s total cumulative liability for actual damages arising out of or related to this Agreement will exceed the total amount of subscription fees that Customer has paid for the Software or Services giving rise to such liability. NEITHER PARTY SHALL BRING ANY CLAIM BASED ON THE SOFTWARE NOR THE SERVICES PROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTIONS ACCRUES. Notwithstanding anything to the contrary herein, the limitations of this Section 9 will not apply to or otherwise limit either party’s breach of its obligations of nondisclosure under Section 7 or Customer’s breach of the license restrictions in Section 3. The parties acknowledge that this Section 9 reflects the allocation of risk between the parties and that neither party would enter into this Agreement without these limitations on its liability. This Limitation of Liability will apply notwithstanding the failure of essential purpose of any limited remedy set forth herein.

10. Indemnification

10.1 eXo’s Obligation. Subject to the remainder of Section 10, eXo will defend Customer against any third party claim that the Software licensed hereunder infringes any copyrights registered or issued as of the Effective Date (“Infringement Claim”) and indemnify Customer from the resulting costs and damages awarded against Customer to the third party making such Infringement Claim, by a court of competent jurisdiction or agreed to in settlement ; provided that Customer  (i) notifies eXo promptly in writing of such Infringement Claim, (ii) grants eXo sole control over the defense and settlement thereof, and (iii) reasonably cooperates in response to an eXo request for assistance. eXo will have the exclusive right to defend any such Infringement Claim and make settlements thereof at its own discretion, and Customer may not settle or compromise such Infringement Claim, except with prior written consent of eXo.  

10.2 Cure. Should any Software become, or in eXo’s opinion be likely to become, the subject of such an Infringement Claim, eXo shall, at its option and expense, (a) procure for Customer the right to make continued use thereof, (b) replace or modify such so that it becomes non-infringing, or (c) request return of the Software and, upon receipt thereof, the corresponding licenses are terminated and eXo shall refund the price paid by Customer, less straight-line depreciation based on a three (3) year useful life.

10.3 Exclusions. eXo shall have no liability after the termination of the Agreement, and if the alleged infringement is based on (1) combination with non-eXo products, (2) use for a purpose or in a manner for which the Software were not designed, (3) use of any older version of the Software when use of a newer eXo revision would have avoided the infringement, (4) any modification made by anyone other than eXo, (5) any modification made by eXo pursuant to Customer’s specific instructions, or (6) any intellectual property right owned or licensed by Customer, excluding the Software.

10.4 Limitation. THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND EXO’S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.

11. General

11.1 Notices. All notices under this Agreement must be delivered in writing in person, by courier, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth in the applicable Order Form and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner.  Either party may change its address by giving written notice of the new address to the other party.

11.2 Relationship of the Parties. The parties hereto are independent contractors. Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties. Neither party has the power or authority as agent, employee or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. There are no third party beneficiaries to this Agreement.

11.3 Assignments. Customer may not assign or transfer any of its rights or delegate any of its duties under this Agreement (including its licenses with respect to the Software) to any third party unless expressly authorized in writing by eXo. Any other attempted assignment or transfer by Customer in violation of the foregoing will be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

11.4 Governing Law and Venue. 

11.4.1 If this Agreement is entered into with eXo Platform SAS, it will be governed by the laws of France and the Paris Courts will have exclusive jurisdiction over any dispute arising out or connected with this Agreement and the French version of the Agreement will prevail.

11.4.2 If this Agreement is entered into with eXo Platform NA LLC, it will be governed by the laws applicable in the state of New York and by the applicable federal laws of United States of America, the New York state Courts will have exclusive jurisdiction over any dispute arising out or connected with this Agreement, and the English version of this Agreement will prevail.

11.5 Marketing Activities. Customer agrees that eXo may from time to time identify Customer (with its name, logo and/or trademark) as an eXo customer in or on its web site, sales and marketing materials or press releases, subject to Customer’s trademark and logo usage guidelines provided by Customer.

11.6 Remedies. Except as specifically provided otherwise in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the Software contains valuable trade secrets and proprietary information of eXo and that any actual or threatened disclosure or misapplication of such Software or Confidential Information will constitute immediate and irreparable harm to eXo for which monetary damages would be an inadequate remedy and for which eXo will be entitled to seek injunctive relief.  If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

11.7 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.8 Severability. If any provision of this Agreement is adjudicated to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Customer agrees that Section 9 will remain in effect notwithstanding the unenforceability of any provision in Section 8.3.

11.9 Force Majeure. Except for Customer's obligations to pay eXo hereunder, neither party shall be liable to the other party for any failure or delay in performance caused by reasons beyond its reasonable control to the extent the occurrence is caused by fires, floods, epidemics, famines, earthquakes, hurricanes and other natural disasters or acts of God, regulation or acts of any civilian or military authority or act of any self-regulatory authority, wars, terrorism, riots, civil unrest, sabotage, theft or other criminal acts of third parties.

11.10 Entire Agreement. This Agreement (including each Order Form, and attachment thereto) constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms of this Agreement will control over any conflicting provisions in an Order Form or any standard terms and conditions set forth on either party’s form documents, including any purchase order or click-through agreement contained on a Web site and any conflicting terms in any “click-to-accept” end user license agreement that may be embedded within the Software, except for terms regarding Third-Party Software which are incorporated herein by reference under Section 3.4 (“Third-Party Software”).


Appendix 0: Subscription Plans

During the time that Customer has paid the applicable annual Subscription fees, Customer will receive access to (a) the applicable Software via an official download location provided by eXo, (b) a Licence key allowing for unlocking the Software runtime, (c) the applicable Software Updates, when and if available, via an official download location provided by eXo, (d) the applicable level of Support Services as described in Appendix 1 and (e) the applicable level of Hosting and Management Services as described in Appendix 3.

1. Additional Definitions

1.1 Installed Systems

For purposes of the Subscription plans described in this Appendix, the term “Installed Systems” refers to installations of the Software on one or several physical or virtual servers or workstations running a tier limit of CORE Processors (e.g., up to 64 or up to 256) or a tier limit of Registered Users (e.g, up to 25 or up to 1000).  Each Installed System running the Software must be covered by an active Subscription plan. eXo reserves all rights to change the tier limits from time to time. Such change will be notified to Customer through a written notice issued no less than 60 (sixty) days before the change.

1.2 Unit Count

For the avoidance of doubt, and unless specified in an applicable Order Form, all Installed Systems count toward the limit of CORE Processors band or Registered Users tier purchased through a Subscription Plan, regardless of their actual usage.

1.3 Authorized deployment topology

Subscription Plans may introduce benefits and limitations regarding the type of deployment allowed to Customer. (a) A Single Server deployment means an Installed System hosting the Software in a single Java Virtual Machine. (b) A Multi Server deployment refers to Installed Systems hosting the Software in multiple Java Virtual Machines. (c) A High Availability deployment refers to Installed Systems hosting the Software in multiple Java Virtual Machines communicating together to ensure better scaling capabilities and performance.

1.4 Software Package Deliverable

Depending on the Subscription Plan purchased by Customer, eXo will deliver to Customer the Software Package according to the following available distributions :

1.4.1 The Official Software Installer is a distribution package allowing Customer to install the Software, relevant Official Add-ons and a predefined middleware stack necessary to execute the Software Binary code in a single Production environment. Changes and/or modifications and/or disruption and/or augmentation by any means including specific code or integration to third parties software of the components installed by the Official Software Installer are not allowed and constitute a material breach of the this agreement.

1.4.2 The Official Binary Software Archive is a distribution package of the Software dedicated to be installed by Customer within its own server environment.  This distribution does not include any third party middleware components therefore it remains the sole responsibility of Customer to provide and install them if they’re not already in place.

2. Subscription Plans details

Unless specified in an applicable Order Form, purchasing a Subscription Plan will entitle Customer to benefit from the following items :

(V means available, X means Not available for this tier or plan)

“Professional” Subscription

“Enterprise” Subscription

“Enterprise Plus” Subscription

Software

Access to certified Production-ready Software

V

V

V

Software Package Deliverable

X (Hosted only)

Official Binary Software archive

Official Binary Software archive

Authorized Official Software Add-ons

Listing available in Appendix 4

Multi-year Software Support Lifecycle policy,  Software certified updates, patches and bug fixes through Maintenance program (As defined in Appendix 1) (*)

V

V

V

Access to Documentation and technical guides (administration & usage, Installation, development)

V

V

V

Services

Access to Customer Success Program

V

V

V

Access to Support Services (As defined in Appendix 1)

Help Desk

Help Desk

Technical Support

Help Desk

Technical Support

Support Services SLA Guidelines

Standard SLA

Standard SLA

Standard or Premium SLA

Hosting and Managed Services Available (**)

“Professional” Hosting

Hosting Support

“Enterprise” Hosting

Hosting Support

“Enterprise Plus” Hosting

Hosting Support

Professional Services Available (***)

Consulting

Training

Consulting

Training

Specific Developments

Consulting

Training

Specific Developments

Installed Systems allowance

Applicable Unit

Registered User tier

Registered User tier

Core Processor band

Registered users number

Limited

Limited

Unlimited

Authorized production deployment topology

Single Server

Single Server

Single Server

Multi Server
High Availability

Authorized project deployment topology

None

One (1) Single Server Sandbox

Two (2) Developer Workstations

No further restriction than the Subscribed units of Core Processor Bands. (****).

(*) Extended Lifetime Support is available under nonstandard conditions as defined in an applicable Order Form. For the avoidance of doubt, no Extended Lifetime Support is included in any Subscription Plan and all Extended Lifetime Support offers require a baseline existing Subscription Plan as defined in this agreement.

(**) Hosting and Managed Services are sold as an option to a Subscription Plan. Such option must be specified in an applicable Order Form. Hosting and Managed Services terms are defined in Appendix 3.

(***) Unless otherwise specified in an applicable Order Form, Subscription plans never include any Professional Services by default but rather enable their purchase. Professional Services terms are defined in Appendix 2.

(****) Unless otherwise specified in an applicable Order Form, the Unit Count for the Enterprise Plus plan is performed thanks to the following rule : (1) Server environments (Production - Pre-production - Homologation - Acceptance - Backup - Cold Backup) all account for their corresponding CORE unit count. (2) Developer workstations each account for One (1) CORE regardless of their actual power.

3. Current Subscription Plans

3.1. General Information in Commercial Offers

The Subscription Plans may vary in time at eXo’s sole discretion. eXo does not guarantee the permanent availability of a Subscription Plan and its associated benefits and limitations. Any Subscription Plan acquired by the Customer remains however valid during the initial Term indicated in the applicable Order Form, including its benefits and limitations. At the end of this period, the renewal terms set out in article 4.2 of the Master Subscription Agreement apply fully, without recourse or compensation for the Client.

The catalog of commercial offers available for purchase to date through a Subscription Plan is included only in this appendix.Any other source, publication, reseller or distributor’s catalog, advertising by eXo or a third party cannot be opposed to eXo for any remedy.

3.2 Official Subscription Plans Catalog

The following table lists the references and official designation of eXo Subscription Plans available for purchase, to date.

SKU

Detail

Enterprise Plus Edition

ENTPLUS-PREM64-1Y

eXo Platform Enterprise Plus - Premium Support 64 Cores - 1 Year

ENTPLUS-PREM32-1Y

eXo Platform Enterprise Plus - Premium Support 32 Cores - 1 Year

ENTPLUS-PREM16-1Y

eXo Platform Enterprise Plus - Premium Support 16 Cores - 1 Year

ENTPLUS-STD64-1Y

eXo Platform Enterprise Plus - Standard Support 64 Cores - 1 Year

ENTPLUS-STD32-1Y

eXo Platform Enterprise Plus - Standard Support 32 Cores - 1 Year

ENTPLUS-STD16-1Y

eXo Platform Enterprise Plus - Standard Support 16 Cores - 1 Year

ENTPLUS-PREM64-3Y

eXo Platform Enterprise Plus - Premium Support 64 Cores – 3 Years

ENTPLUS-PREM32-3Y

eXo Platform Enterprise Plus - Premium Support 32 Cores – 3 Years

ENTPLUS-PREM16-3Y

eXo Platform Enterprise Plus- Premium Support 16 Cores – 3 Years

ENTPLUS-STD64-3Y

eXo Platform Enterprise Plus - Standard Support 64 Cores – 3 Years

ENTPLUS-STD32-3Y

eXo Platform Enterprise Plus - Standard Support 32 Cores – 3 Years

ENTPLUS-STD16-3Y

eXo Platform Enterprise Plus - Standard Support 16 Cores – 3 Years

Enterprise Plus Edition including an Hosting and Managed Services Option

ENTPLUS-HOS-1Y

eXo Platform Enterprise Plus- Hosted x users - 1 Year (la quantité d’Utilisateurs est spécifié dans le Formulaire d’Engagement Applicable)

ENTPLUS-HOS-3Y

eXo Platform Enterprise Plus - Hosted x users - 3 Years (la quantité d’Utilisateurs est spécifié dans le Formulaire d’Engagement Applicable)

Enterprise Edition

ENT-300-1Y

eXo Platform Enterprise – Up To 300 users - 1 Year

ENT-400-1Y

eXo Platform Enterprise – Up To 400 users - 1 Year

ENT-500-1Y

eXo Platform Enterprise – Up To 500 users - 1 Year

ENT-600-1Y

eXo Platform Enterprise – Up To 600 users - 1 Year

Référence

Désignation

ENT-700-1Y

eXo Platform Enterprise – Up To 700 users - 1 Year

ENT-800-1Y

eXo Platform Enterprise – Up To 800 users - 1 Year

ENT-900-1Y

eXo Platform Enterprise – Up To 900 users - 1 Year

ENT-1000-1Y

eXo Platform Enterprise – Up To 1000 users - 1 Year

ENT-300-3Y

eXo Platform Enterprise – Up To 300 users - 3 Years

ENT-400-3Y

eXo Platform Enterprise – Up To 400 users - 3 Years

ENT-500-3Y

eXo Platform Enterprise – Up To 500 users - 3 Years

ENT-600-3Y

eXo Platform Enterprise – Up To 600 users - 3 Years

ENT-700-3Y

eXo Platform Enterprise – Up To 700 users - 3 Years

ENT-800-3Y

eXo Platform Enterprise – Up To 800 users - 3 Years

ENT-900-3Y

eXo Platform Enterprise – Up To 900 users - 3 Years

ENT-1000-3Y

eXo Platform Enterprise – Up To 1000 users - 3 Years

Enterprise Edition including an Hosting and Managed Services Option

ENTHOS-300-1Y

eXo Platform Enterprise Hosted – Up To 300 users - 1 Year

ENTHOS-400-1Y

eXo Platform Enterprise Hosted – Up To 400 users - 1 Year

ENTHOS-500-1Y

eXo Platform Enterprise Hosted – Up To 500 users - 1 Year

ENTHOS-600-1Y

eXo Platform Enterprise Hosted – Up To 600 users - 1 Year

ENTHOS-700-1Y

eXo Platform Enterprise Hosted – Up To 700 users - 1 Year

ENTHOS-800-1Y

eXo Platform Enterprise Hosted – Up To 800 users - 1 Year

ENTHOS-900-1Y

eXo Platform Enterprise Hosted – Up To 900 users - 1 Year

ENTHOS-1000-1Y

eXo Platform Enterprise Hosted – Up To 1000 users - 1 Year

ENTHOS-300-3Y

eXo Platform Enterprise Hosted – Up To 300 users - 3 Years

Référence

Désignation

ENTHOS-400-3Y

eXo Platform Enterprise Hosted – Up To 400 users - 3 Years

ENTHOS-500-3Y

eXo Platform Enterprise Hosted – Up To 500 users - 3 Years

ENTHOS-600-3Y

eXo Platform Enterprise Hosted – Up To 600 users - 3 Years

ENTHOS-700-3Y

eXo Platform Enterprise Hosted – Up To 700 users - 3 Years

ENTHOS-800-3Y

eXo Platform Enterprise Hosted – Up To 800 users - 3 Years

ENTHOS-900-3Y

eXo Platform Enterprise Hosted – Up To 900 users - 3 Years

ENTHOS-1000-3Y

eXo Platform Enterprise Hosted – Up To 1000 users - 3 Years

Professional Edition

PROHOS-25-1Y

eXo Platform Professional Hosted– Up To 25 users - 1 Year

PROHOS-50-1Y

eXo Platform Professional Hosted– Up To 50 users - 1 Year

PROHOS-100-1Y

eXo Platform Professional Hosted– Up To 100 users - 1 Year

PROHOS-200-1Y

eXo Platform Professional Hosted– Up To 200 users - 1 Year

PROHOS-25-3Y

eXo Platform Professional Hosted– Up To 25 users – 3 Years

PROHOS-50-3Y

eXo Platform Professional Hosted – Up To 50 users – 3 Years

PROHOS-100-3Y

eXo Platform Professional Hosted– Up To 100 users – 3 Years

PROHOS-200-3Y

eXo Platform Professional Hosted– Up To 200 users – 3 Years

Extended LifeCycle Support (Only applicable to Enterprise and Enterprise Plus Edition)

EXTSUP-STD-6M

Standard Support - Extended Lifecycle - 6 Months (requires an active Subscription Plan)

EXTSUP-PREM-6M

Premium Support - Extended Lifecycle - 6 Months (requires an active Subscription Plan)


Appendix 1: Support Services

1.1 Support Services entitlement

The Support Services are intended only for use by Customer (including through its contractors and agents) and for the benefit of the Customer and only for the Installed Systems (as defined below) for which Customer has purchased a Subscription Plan. Any unauthorized use of the Support Services will be deemed to be a material breach of this Agreement

1.2 Support Services Start Date

Unless otherwise agreed in an Order Form, the Support Services will begin on the date Customer purchases a Subscription Plan as set forth in the applicable Order Form.

1.3 Support Services Scope of Coverage

eXo Support Services are intended to provide functional and/or technical assistance, troubleshooting competence and Software Maintenance to Customer. The benefits of these Support Services vary according to the Subscription Plan purchased by the Customer (See Subscription Plan Details in Appendix 0).

Support Services are delivered remotely through an industrialized organization and SLA-driven processes. Customer may formulate requests through the support portal made available by eXo.

Support services are provided in the English and/or French languages only. eXo will respond according to SLAs as defined hereafter. eXo and Customer will specify initial contacts, This information may be changed upon request by the Client during the period of validity of the Subscription

For the avoidance of doubt and unless specified in an applicable Order Form, Support Services never include any on-site intervention. Such interventions shall be scoped and ordered through additional Professional Services.

Support Services do not include assistance with code development, system and/or network design, architectural design, major Releases changes for the Software or for third party software made available with the Software. Such interventions will be scoped jointly by eXo and the Customer and ordered through additional Consulting Services.

eXo does not provide Support Services for Software that has been modified nor for Customer specific developments.

Support Services are provided only according to the Supported Environments Policy listed at https://www.exoplatform.com/supported-environments. Support Services are not provided on environments outside of the scope referenced above.

Depending on the Subscription Plan purchased by Customer, Customer has access to several services and escalations:

1.3.1 Help Desk

Help Desk is the primary entry point for Customer requests. All Customer requests made within the scope of Support Services must be initiated at the Help Desk. Help Desk support consists in administrative acknowledgement of support requests, the formulation of recommendations for use and functional administration, case management, basic troubleshooting, and providing common solutions to functional-related questions.

1.3.2 Technical Support        

Technical Support consists of assistance for installation, configuration, technical administration, advanced troubleshooting, issue diagnosis and reproduction and the provision of technical workarounds and procedures to be performed by Customer on the applicable Software in the context of an Client-hosted and/or managed infrastructure, n an Authorized Deployment Topology.

1.3.3 Hosting Support

Hosting Support consists of a technical assistance dedicated to Customers who purchased an Hosting and Managed Services Option. Hosting Support includes assistance for issue diagnosis, reproduction and resolution and Task Orders operations (as defined in Appendix 3 – Hosting and Managed Services).

1.3.4 Maintenance Program

During the validity period of a Subscription Plan purchased by Customer, and in accordance to any special conditions set forth in the Order Form, eXo shall provide to Customer certified patches and Updates for the installed Software (including any related Documentation). Maintenance benefits are ruled by the eXo maintenance program visible at https://www.exoplatform.com/maintenance-program.

eXo does not provide Maintenance for Software that has been modified nor for Customer specific development.

2. Support Services benefits summary by Subscription Plan

Unless specified in an applicable Order Form, and depending on the target deployment option (On-premise or Hosted) purchasing a Subscription Plan entitles Customer to receive Support Services according to the following benefits:

(V means available, X means Not available for this tier or plan)

2.1 On-premise Installations

Support Services Benefits for On-Premise installation

Subscription Plan

Enterprise

Enterprise Plus

SLA guideline

Standard

Standard or Premium

Ongoing support

X

V

Case Management

V

V

Support channel

Web

Web and Phone

Number of named contacts

3

5

Help Desk (Level 1)

Usage information

V

V

Basic troubleshooting

V

V

Functional administration assistance

V

V

Technical Support (Level 2)

Installation and configuration instructions

V

V

Technical administration assistance

V

V

Advanced troubleshooting

V

V

Issue diagnosis and reproduction

V

V

Workarounds and procedures

V

V

Maintenance Program (Level 3)

Maintenance versions

V

V

Cumulative patches versions

V

V

One-off patches

V

V

2.2 Hosted Installations

Support Services Benefits for Hosted installations

Subscription Plan

Professional

Enterprise

Enterprise Plus

SLA guideline

Standard

Standard

Standard or Premium

Ongoing support

X

X

V

Case Management

V

V

V

Support channel

Web

Web

Web and Phone

Number of named Contacts

1

3

5

Help Desk (Level 1)

Usage information

V

V

V

Basic troubleshooting

V

V

V

Functional administration assistance

V

V

V

Hosting Support (Level 2)

Issue diagnosis and reproduction

V

V

V

Task order Operations

V

V

V

Maintenance Program (Level 3)

Maintenance versions

V

V

V

Cumulative patches versions

V

V

V

One-off patches

X

V

V

3. Support Services SLA Guidelines

3.1 Support Services escalation

Within the course of a Customer request to eXo Support Services, a case will be handled thanks to the following escalation procedure :

3.2 Incident Response by Severity

Incident severity levels (defined below) are utilized in establishing the incident impact to the Customer upon incident receipt and will be used to set mutual expectations between Customer and eXo. Severities are established by eXo in accordance with the Severity Levels definitions below and are subject to change during the progress of each specific case.

3.3 Mutual obligations

To help ensure a smooth interaction during the processing of a case, and especially for those with a high severity, it is essential that all parties remain engaged until the case is resolved or qualified with a lower severity level. This includes but is not limited to:

3.4 Support Services and Software Delivery

Unless otherwise set forth in an applicable Order Form, (1) eXo will be the primary source for communication with Customer for requests that are covered by Support Services and (2) the Software Updates, when and if available, will be delivered to Customer via eXo Customer Portal.

Customer shall designate the number of named contacts as stated in the applicable Subscription Plan or in an applicable Order Form.

In addition to and for purposes of assessing the quality of the service provided, Customer will provide data, and other relevant information upon eXo’s request.

3.5 Ongoing Support

Provided Customer has purchased an eligible Subscription Plan or as specified in an applicable Order form, and in case of a Severity 1 issue (see Severity Levels definitions below) eXo Support Services staff will remain engaged on an ongoing basis until case resolution or Severity decreases.

3.6 Support Services SLA Guidelines

eXo will use commercially reasonable efforts to provide Support Services in accordance with the Services Level Agreement (SLA) guidelines set forth in Table below. eXo's Support Services standard business hours ("Standard Business Hours") are 8h-18h GMT, from Monday to Friday, excluding regular bank holidays.

Table: Support Services SLA Guidelines

(V means available, X means Not available for this tier or plan)

Target Response Time

Standard

Premium

Severity 1 (Blocker): An Error which severely impacts Customer’s production environment (such as loss of production data) or in which Customer’s production systems are not functioning. The situation halts Customer’s business operations, and no procedural workaround exists.

1 Business Hour

1 hour on a 24x7 basis

Severity 2 (Major): An Error where Customer’s system is functioning but in a severely reduced capacity. The situation is causing a high impact to portions of Customer’s business operations, and no procedural workaround exists.

4 Business Hours

4 Hours on a 24x7 basis

Severity 3 (Minor): An Error which involves partial, non-critical functionality loss of a production or development system. There is a medium-to-low impact on Customer’s business, but Customer’s business continues to function, including by using a procedural workaround.

2 Business Days

1 Business Day

Severity 4 (None/Info): A general usage question, reporting of a documentation error or recommendation for a future product enhancement or modification. There is low-to-no impact on Customer’s business or the performance or functionality of Customer’s system.

3 Business Days

2 Business Days

3.7 Support Services Operational Processes

Support Services detailed operational Processes are available at https://www.exoplatform.com/terms-conditions/global-support-services.pdf


Appendix 2: Professional Services

eXo provides services exclusively to customers covered by a valid enterprise subscription plan. Terms and conditions governing eXo’s Professional Services delivery processes are stated below.

1. eXo Consulting Services

1.1. Scope of appliance

eXo consulting services (“Consulting Services”) are meant to provide assistance to Customer on activities involving the Software such as :

The Consulting Services do not include any Subscription Plan.

1.2. Performance and Deliverables

eXo agrees to provide the Consulting Services and Deliverables specified in an Order Form on the terms and conditions of this Appendix and in accordance with the requirements, Deliverables description and delivery dates in such Order Form. eXo shall perform the Consulting Services professionally and diligently and will use its commercially reasonable efforts to perform the Consulting Services in a timely manner.

eXo and the Customer agree to scope the amount and nature of Consulting Services needed in accordance with the involved project.

Consulting Services available scoping unit is the “men.day” and will depend on the seniority of the human resource profile qualified by eXo to match the requirements of the Customer.

1.3. Responsibilities

As long as Consulting Services are a time-and-materials commitment, those are meant to be delivered under the operational responsibility of the Customer.

eXo agrees to provide the Customer with reasonable advance notice in the event eXo expects a failure on its part to satisfy a delivery date specified in an Order Form.

1.4 Ordering, invoicing and Payment

eXo’s Consulting Services are meant to be ordered prior to delivery and paid upon the timeframe specified in the related Order Form.

Unless stated in the applicable Order Form, the delivery shall then occur within a timeframe of three (3) months, starting on the effective date of the related Order Form. Any remaining amount of Consulting Services past those three months will be lost and invoiced as if delivered.

The Consulting Services will be agreed to be received upon the presentation of a timesheet by eXo to the Customer, which document will be shared between service managers on a monthly basis.

Unless specified in the Order Form, additional fees such as transport, lodging, third party materials including software licenses, hardware, training, documentation needed to fulfill the delivery requirements are excluded from the scope of the delivery and shall be provided or ordered separately by the Customer.

2. eXo Training Services

2.1. Scope of appliance

eXo’s Training Services are meant to provide training to Customer human resources under the following scope :

2.2. Performance and Deliverables

eXo agrees to provide the Training Services and Deliverables specified in an Order Form on the terms and conditions of this Appendix and in accordance with the requirements, Deliverables description and delivery dates in such Order Form.

eXo and the Customer agree to scope the amount and nature of Training Services needed in accordance with the involved project.

2.3. Equipment and Facilities

For on-site courses, Customer will supply the facility and equipment as set forth in the Order Form. If eXo agrees to provide the training facilities and hardware, Customer will be liable for any loss or destruction of this equipment and hardware used in connection with the Training Services.

2.4. Customer Responsibilities

Customer is responsible for assessing each participant’s suitability for the Training Services, enrollment in the appropriate course(s) and Customer’s participants’ attendance at scheduled courses.

2.5. Rights to Training Materials

All intellectual property embodied in the training products, materials, methodologies, software and processes, provided in connection with the Training Services or developed during the performance of the Training Services (collectively, the “Training Materials”) are the sole property of eXo and are copyrighted by eXo unless otherwise indicated. Training Materials are provided solely for the use of the participants and may not be copied or transferred without the prior written consent of eXo. Training Materials are eXo’s confidential and proprietary information.

2.6. Ordering, invoicing and Payment

eXo’s Training Services are meant to be ordered and paid prior to delivery.

The delivery shall then occur within a timeframe of three (3) months, starting with the date of appliance of the related Order Form. Any remaining amount of Training Services past those three months will be lost. Cancellation of Training Services are subject to eXo’s Professional Services Cancellation Policy or specified in an applicable Order Form. Unless specified in the Order Form, additional fees such as transport, lodging, third party materials including software licenses, hardware, training, documentation needed to fulfill the delivery requirements are excluded from the scope of the delivery and shall be provided or ordered separately by the Customer.

3. eXo Specific Development Services

3.1. Scope of appliance

eXo’s specific development services (“Specific Development Services”) are meant to provide Customer on project development involving the Software such as :

The Specific Development Services don’t include any Subscription Plan.

3.2. Performance and Deliverables

eXo agrees to provide the Specific Development Services and Deliverables specified in an Order Form on the terms and conditions of this Appendix and in accordance with the requirements, Deliverables description and delivery dates according to the technical offer appendix provided by eXo with such Order Form.

eXo and the Customer agree to scope the amount and nature of Specific Development Services needed in accordance with the involved project.

Specific Development Services are generally tied to statement of work which will:

Such an offer will be attached to an Order Form and is subject to changes emitted through a “Change Order”, as set forth below.

Change Order. The parties may, upon mutual agreement in a written order, at any time, make changes including deletions or additions, within the general scope of this Agreement, to the Specific Development Services to be performed. If any such change causes an increase or decrease in the time and/or means required for performance of any part of the Specific Development Services, the parties will make an equitable adjustment in delivery schedule and shall modify applicable Order Form accordingly.

3.3. Ordering, invoicing and Payment

eXo’s Specific Development Services are meant to be ordered prior to project start and paid in compliance with the payment term or the payment schedule specified in the related Order Form.

The Specific Development Services will be deemed definitively accepted upon  validation by the Customer of the Deliverables provided by eXo in accordance with the delays, the scope and the expected quality criteria specified within the technical and organizational offer attached to the corresponding Order Form.

Unless specified in the Order Form, additional fees such as transport, lodging, third party materials including software licenses, hardware, training, documentation needed to fulfill the delivery requirements are excluded from the scope of the delivery and shall be provided or ordered separately by the Customer.

4. eXo’s Professional Services Cancellation Policy

Training courses registrations or Professional Services resource allocations are not confirmed until an executed Order Form is received.

Unless specified in an applicable Order Form all purchases of Professional Services are final, tied to a validity period and non-refundable.

Customer may either reschedule or select credit toward a future allocation up to 14 (fourteen) calendar days prior to the start date of the Professional Services Customer purchased. The credit must be used within 3 months of the original course start date.

eXo reserves the right to cancel any Training Services course. If a course is cancelled, we will contact students by telephone and email to arrange for training credit. Every effort will be made to reschedule a cancelled course or transfer enrollments to a later date.


Appendix 3: Hosting and Managed Services

  1. Hosting and Managed Services General Policy
  1. Hosting and Managed Services entitlement

The Hosting and Managed Services are intended only for use by Customer (including through its contractors and agents) and for

the benefit of the Customer and only for the Installed Systems (as defined below) for which Customer has purchased a Subscription Plan. Any unauthorized use of the Hosting and Managed Services will be deemed to be a material breach of this Agreement. In addition, usage of the Hosting and Managed Services is governed by the Fair Use policy as stated in chapter 1.5 of this appendix.

  1. Hosting and Managed Services Start Date

Unless otherwise agreed in an Order Form, the Hosting and Managed Services will begin on the date Customer purchases a Subscription Plan as set forth in the applicable Order Form.

  1. Hosting and Managed Services Scope of Coverage

Customer may elect to hand over the Production hosting and management of the Software to eXo to benefit from a SaaS (Software As A Service) deployment. Hosting and Managed Services serve this purpose and must be ordered as an optional feature of a Subscription Plan.

Hosting and Managed Services consist of the provision of a tier-based set of features as defined in chapter 2 of this appendix.

For the avoidance of doubt, Hosting and Managed Services exclude the following benefits and/or activities :

  1. Definitions

eXo Hosting is the hosting platform designed and used by eXo to deliver the Software as a service. For the purpose of providing the Service to Customer, Installed Systems hosting the Software Service are physically located on a server in data centers of partners specifically selected by eXo. eXo data center partners provide hardware infrastructure, power, network, storage and backup services. eXo is responsible for provisioning, monitoring, and managing the servers, and for providing Managed Services to eXo Hosting customers.

  1. Communications and Delivery

Unless otherwise set forth in an applicable Order Form, (1) eXo will be the primary source for communication with Customer and (2) The Managed Services entry point will be performed through the eXo Support Services desk and (3) the provision of the Hosting Services will be deemed accepted once Customer accesses the Service successfully.

By entering this Agreement, Customer agrees to NOT establish direct contact toward a an eXo data center partners for any technical or business case that involves a Software installation Hosted and Managed by eXo.

  1. Fair Use Policy

eXo Hosting and Managed Services are delivered in exchange of a Fair Use Policy counterpart that introduces a set of obligations to Customer and Users.

  1. Access

Access to the Service is available at the Internet address provided by eXo upon initialization of the Service. Upon entering into this Agreement with the Customer or User, eXo will provide the Customer or User with a username and password for accessing the Service.

eXo reserves the right to refuse registration, or to refuse or limit access to the Service, to anyone in its sole discretion. Customer will provide accurate, current, and complete information in connection with User registration and agree to maintain the security of their username(s) and password(s) at all times. CUSTOMER UNDERSTAND THAT ANY PERSON WITH A REGISTERED USER USERNAME(S) AND PASSWORD(S) MAY BE ABLE TO ACCESS THE CORRESPONDING USER ACCOUNT (INCLUDING ALL CONTENT THEREIN). CUSTOMER ACCEPTS ALL RISKS OF UNAUTHORIZED ACCESS TO A REGISTERED USER ACCOUNT BASED ON THE SHARING OR LOSS OF A USERNAME AND PASSWORD. Usernames and passwords are personal to each User, should be kept in confidence and may only used by the physical person to whom they are assigned. Customer are at all times fully liable for all acts and omissions by Users who have access to their account on the Service. Users have an access granted, and Customer agree to indemnify eXo for all claims and losses related to such acts and omissions. Customer will promptly notify eXo if it discovers or otherwise suspects any security breaches related to the Service, including any unauthorized use or disclosure of a username or password.

Users are responsible for all activity occurring under their User or Customer account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with their use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. In addition, User shall be responsible for abiding by any and all internal policies, procedures and regulations, which are required, by their employer and/or the applicable administrators of their account. Customer shall: (i) notify eXo immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to eXo immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by any User to violate this Agreement or the intellectual property rights of third parties; and (iii) not impersonate another Service user or provide false identity information to gain access to or use the Service. By accessing the Service, Customer represents and warrants that Users have not falsely identified themselves nor provided any false information to gain access to the Service and that Customer billing information, if any, is correct.

  1. Disruption

Users should not attempt activities that could cause any disruption such as :

Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services.

Tampering with, reverse-engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the services, related systems, networks, or data.

Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data.

Deciphering any transmissions to or from the servers running the services.

Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as:

  1. Wrongful Activities

Users should not attempt any wrongful activities such as :

Misrepresentation of Users, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with eXo or any third party)

Using the services to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information) from our services

Using our services to stalk, harass, or post direct, specific threats of violence against others

Using the Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws)

Accessing or searching any part of the services by any means other than our publicly supported interfaces (for example, “scraping”)

Using meta tags or any other “hidden text” including eXo or our suppliers’ product names or trademarks

  1. Inappropriate Communications

Users should not attempt activities that could cause any inappropriate communications such as :

Using the services to generate or send unsolicited communications, advertising, chain letters, or spam

Soliciting our users for commercial purposes, unless expressly permitted by eXo

Disparaging eXo or our partners, vendors, or affiliates

  1. Inappropriate Content

Users should not attempt any activity such as posting, uploading, sharing, submitting, or otherwise providing Content that:

 

In this Fair Use Policy, the term “Content” means: (1) any information, data, text, software, code, scripts, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials that Users post, upload, share, submit, or otherwise provide in any manner to the services and (2) any other materials, content, or data Users provide to eXo or use with the Services.

Without affecting any other remedies available to eXo, eXo may permanently or temporarily terminate or suspend a user’s account or access to the services without notice or liability if eXo (in its sole discretion) determines that a user has violated this Fair Use Policy.

  1. Security and Data Privacy Policy
  1. Security Statement

Data Storage

eXo Hosting platform was designed and optimized by eXo specifically to host the Software and has multiple levels of redundancy built in. The applications themselves run on a separate front-end hardware node than that on which the data is stored. Hardware failure of the computing node is recovered by starting a new computing node. Application data is stored on storage nodes which have built-in redundancy to protect Customer data against equipment failure and to ensure data availability during datacenter maintenance events.

Facilities

Access to the data centers is limited to authorized personnel only as stated by our data center partners.

People and Access

Our global support team maintains an account on all cloud systems and applications for the purposes of maintenance and support. This support team accesses hosted applications and data only for purposes of application health monitoring and performing system or application maintenance, and upon customer request via our support system. Within eXo, only authorized eXo employees have access to application data. Authentication is done via individual encryption keys, rather than passwords, and the servers only accept incoming SSH connections from known locations. eXo Hosting is designed to allow application data to be accessible only with appropriate credentials, such that one customer cannot access another customer's data without explicit knowledge of that other customers' credentials information.

Monitoring

The eXo operations team monitors the eXo Hosting platform on a 24x7x365 basis.

Backups

Application data backups for eXo Hosting occur on a daily basis ; Each backup is stored redundantly across multiple locations retained for a duration set forth in the benefits of Customer’s Subscription Plan. All backup data is encrypted.

  1. Data Privacy Policy

eXo does not own any data, information or material that Users submit to the Service in the course of using the Service ("Uploaded Data"). Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all Uploaded Data that Users submit. eXo shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Uploaded Data.

The Customer and/or User are fully liable for the legality of all Uploaded Data stored by the Customer and/or User on the Service. Furthermore, the Customer and/or User is fully liable if such Uploaded data is infringing upon third party rights, and accordingly agrees to indemnify eXo for all claims and judgements' related to such infringement and/or illegality.

If eXo on its own or through any third party has notice that Uploaded Data stored by the Customer and/or User is in violation of any law or infringes third party rights, eXo shall have the unfettered right to, without liability to the Customer or User, immediately suspend access to such data without prior notice to the User or Customer. The Customer and/or User may be notified by eXo of any such action under this Section, when reasonable and possible.

The administrator shall have control over all applicable Uploaded Data submitted to the Service, and all Uploaded Data will be deemed to be owned by and the property of the applicable employer. Upon request by the applicable administrator, eXo may remove, modify, edit or otherwise alter any applicable Uploaded Data.

Personal Information.

Users have complete control over their personal information. In general, they can use our Service without providing eXo with any personal information. However, there are instances where we must have their personal information in order for us to grant them access to our Service or to assist us in providing support or additional services to them. This information may include registration data (their name, company, address, email address, phone number, title, etc.), information request data and response data (“User Information”).

Use of User Information.

We intend to use User Information for purposes of supporting Customer’s relationship with us by providing a Service that is suitable to Users needs and alerting Users to products and service offerings (“eXo Offerings”) as they become available. This User Information may be retained by eXo to verify compliance with the agreement between eXo and Customer, to keep track of the domains from which people visit us, to create a user profile to better serve Users, or to simply contact them either electronically or otherwise. If User decide that we should not use his personal User Information to contact him, please let us know and we will not use that information for such purpose. Do not submit any User Information if they are less than 18 years of age.

Monitoring.

Although we are not obligated to do so, we may review User communications with respect to the Service to determine whether they comply with our Terms and Conditions. eXo will not have any liability or responsibility for the content of any communications Users provide, or for any errors or violations of any laws or regulations by Users.

Disclosure of User Information.

eXo does not sell, trade or transfer User Information to third parties. However, we may share User Information with our business partners for marketing, advertising or product/service offering purposes. We may share User Information with third parties aggregated, non-personal information. Such information does not identify Users individually. We also disclose User Information if: we have their consent; OR we need to share it in order to provide them with the products and/or services they requested; OR we respond to a court order; OR they violate our Terms of Service or we otherwise suspect that users are engaged in fraudulent or illegal activities. Users may separately agree to provide their personal information to third parties that provide content for eXo Offerings, in order to access or use their products or services. If they agree to provide such information to these third parties, then User personal information will be subject to their privacy policies.

Accuracy and Security.

The accuracy and security of User Information is important to eXo. Currently, Users may review and request updates to their User Information retained by eXo. If they contact us to correct their User Information, we will attempt to correct such inaccuracies in a timely manner. eXo is concerned with the security of their User Information and is committed to taking reasonable steps to protect it from unauthorized access and use of that personal information. To that end, we put in place the appropriate physical, electronic and managerial policies and procedures designed to secure their personal User Information. We also continue to implement procedures to maintain accurate, complete and current User Information. No method of transmission over the Internet, or method of electronic storage, is one hundred percent secure. Therefore, while we strive to use commercially acceptable means to protect Users personal information, we cannot guarantee its absolute security.

Usernames and Passwords.

Access to certain content on our Service may be allowed under a written agreement between Customer and eXo, and may require a username or password issued by eXo. In some cases, failure to provide personal information may prevent User from accessing certain eXo Service  containing certain confidential information. By accessing and using our protected and secured Service, Users agree to maintain the confidentiality of the username and password they selected to access such Service and consent to our Terms of Service.

Cookies. We use “cookies”.

A cookie is a small data file that a web site can transfer to a visitor’s hard drive to keep records of the visits to such site. A cookie contains information such as User’s username that helps us recognize the pages them have visited and improve future visits, but the only personal information a cookie can contain is the information that they provide themselves. A cookie cannot read data off User’s hard drive or read cookie files created by other sites. Information stored in cookies may be encrypted, however, we do not store any credit card number in cookies. If they prefer not to accept a cookie, they can set their web browser to warn them before accepting cookies, or they can refuse all cookies by turning them off in their web browser. Please note that certain features of our Service may not be available once cookies are disabled. 

External Links.

The Service may provide links to other third party web sites. Even if the third party is affiliated with eXo through a business partnership or otherwise, eXo is not responsible for the privacy policies or practices or the content of such external links. These links are provided to Users for convenience purposes only and Users access them at their own risk.

  1. Definitions
  1. Registered Users Limit

As long as Customer has purchased a Subscription Plan including an Hosting and Managed Services Option, eXo will provision a Service sized with technical characteristics according to the number of Registered Users set forth in an applicable Order Form.

  1. Allocated Disk Space

The Disk Space characteristic defines the average amount of data provision per User. Upon initialization of the Service, eXo will provision Customer with an amount of data storage space equals to the number of Registered Users purchased multiplied with the per user Disk Space allocation. Customer can benefit this Disk Space allocation as a whole, eg some users can use more Disk Space than the per user provision provided the total consumption does not exceed the total allocated Disk Space. Additional Disk Space can be purchased separately.

  1. Reserved Bandwidth

The Reserved Bandwidth characteristic defines the average amount of Internet reserved bandwidth per User. Upon initialization of the Service, eXo will provision Customer with an amount of monthly Reserved Bandwidth equals to the number of Registered Users purchased multiplied with the Reserved Bandwidth monthly allocation. Customer can benefit this Reserved Bandwidth monthly allocation as a whole, eg some users can use more Reserved Bandwidth than the per user provision provided the total consumption does not exceed the Reserved Bandwidth total monthly allocation. Additional Reserved Bandwidth can be purchased separately. Unused Monthly Reserved Bandwidth is not transferred to the next month.

  1. Backup and Restore Policy

The Backup Policy inserts a security net to Customer’s Data and service health. In case of disaster deemed applicable to eXo Hosting and Managed Services responsibility, eXo will restore the latest available Backup at no cost for the Customer. Shall the disaster cause fall into the exclusion set forth in section 1.3 of this appendix or be deemed related to and infringement of the Fair Use Policy, eXo will charge Customer with a restoration fee.

eXo will maintain a Data Backup job according to a Daily frequency, and will keep archived backups for as long as stated in this Appendix (see chapter 2) and/or in an applicable Order Form.

  1. Installed Systems Provision

Once Customer has purchased a Subscription Plan including an Hosting and Managed Services Option, eXo will provision an Software Production instance accessible by Customer over the Internet. Unless specified in an applicable Order form, eXo will not provide any additional Hosted environment.

  1. Data Center Location

For a smooth usage of the service, Customer may elect to choose the geographical location of the Data Center Hosting both the eXo Platform Service and Data close to its premises location. eXo will offer Customer to choose among a limited list of available locations. Some specific locations may induce additional Hosting, Reserved Bandwidth and Disk Space costs. Those additional costs will be reflected in an applicable Order Form. Upon choosing the Data Center Location, Customer will benefit from a provision of the Service by eXo. eXo warns Customer that some specific Data Center Locations may induce specificity according to local law. Customer agrees to not infringe those laws through the usage of the service.

Changing Data Center Locations past the initial provisioning  will induce an additional fee.

  1. Scheduled Maintenance Windows

eXo requires to perform regular maintenance operations over the Hosting service to ensure a proper user experience, secure data, stability and benefit from up-to-date features and bug fixes. Those maintenance operations are performed during predefined periods of time when the Service will be unavailable called the Scheduled Maintenance Windows. Customer may choose the preferred hour range for these Scheduled  Maintenance Windows.  Such maintenance may include (at the sole discretion of eXo) :

Scheduled Maintenance Windows usage and expected duration will be notified by eXo to Customer prior to the maintenance operations.

The Service is not accessible during Scheduled Maintenance Windows.

  1. Custom Domain

By default, and upon purchasing a Subscription Plan including an Hosting and Managed Services Option, Service will be accessible to Customer under a subdomain of a domain owned by eXo. Eligible Customers can provide a Custom Domain (either registered to an official domain registrar or already existing) to map to the Hosting server. For the avoidance of doubt, Customer will be responsible for purchasing a domain name to an external domain registrar and managing it. eXo will provide guidelines to Customer for the purpose of DNS configurations and Customer will provide to eXo a SSL certificate to setup secured accesses. The initial Service provision will not fully occur without those pre-requisites.

  1. Enterprise Directory or SSO Integration

Customer may be eligible to benefit from integrating his existing Enterprise Directory or Single Sign On service to the Software Service. eXo will set up such an integration. The nature of equipments, software and amount of work to setup this integration will be specified in an applicable Order Form and must be purchased separately by Customer.

  1. Service Level Objective

In addition to the SLA provided by Support Services, Customer who purchased a Subscription Plan including an Hosting and Managed Services option benefit from a specific indicator (SLO) regarding the availability of the Service and according to the selected tier (see Table in chapter 2). SLO calculations always exclude Scheduled Maintenance Windows.

  1. Guaranteed Restoration Time

In addition to the above, and according to the Hosting and Managed Services tier purchased by a customer through a Subscription plan, and in case of disaster Customer will benefit from Guaranteed Restoration Time of the Service. For the purpose of calculation of the effective Resolution Time, eXo will consider the clock start upon acknowledgment of the issuance of a severity 1 incident through eXo Support Services desk and the clock and as soon as the Service is restarted and the severity 1 is no longer applicable. (See Support Services SLA for acknowledgement guidelines).

Customer accepts that the incident being downgraded to a lesser severity will constitute a success in the Guaranteed Resolution Time objective.

Guaranteed Restoration Times exclude operations required to be performed during Scheduled  Maintenance Windows.

  1. Automatic Software Version Updates

For the purpose of ensuring the best user experience through new functionalities, feature enhancements, security and bug fixes, eXo will regularly and automatically upgrade Customer’s Installed systems with the latest Software version available. Software version management and lifecycle are available under the terms specified at https://www.exoplatform.com/maintenance-program.

These operations are performed during a Scheduled Maintenance Window.

Customer remains fully responsible of the compatibility of deployed Custom Extensions. For the purpose of sparing time for testing Custom Extensions toward a newer version, eXo will notify about Software Version Updates plans no less than 15 (fifteen) days before upgrading.

  1. On-demand Tasks Credit

Customer who purchased an Hosting and Managed Services option through a subscription plan benefit from a time credit for on-demand operational tasks to be performed by eXo. Such operations require an exceptional Scheduled Maintenance Window and have a predefined expected duration and associated Service Interruption Duration.

On-demand tasks are generally requested through a Task Order request performed at eXo Support Services Desk and acknowledged by Customer and eXo before execution.

Typical Tasks Related Service Operations

Expected Duration

Expected Service Interruption Duration

System Reset

2h

Up to 4h

System Restart

-

Up to 10 mins

Software Maintenance Version Update

2h

Up to 24h

Software Minor Version Update

4h

Up to 24h

Custom Domain setup or change

1h

Up to 24h (depending on DNS propagation)

Data Backup Restoration

8h

Up to 48h depending on the size of data to restore

Data Export

8h

Up to 48h depending on the size of data to export

Service Tier upgrade

8h

Up to 48h

Official Add-on Installation

1h

1h

Official Add-on Update

1h

1h

Custom Extension deployment

1h

Up to 8h

Additional On-demand tasks not appearing in the above table may still be performed but will require a dedicated quotation and credit through a Task Order emitted by eXo.

  1. One-Off patches deployment

For the purpose of mitigating a particular defect or security issue, and according to eXo Support Services and maintenance program terms stated in Appendix 2, and according to the Hosting and Managed Services tier purchased by Customer, eXo may augment the Installed Systems deployment from time to time with One-Off patches.

2. Hosting and Managed Services Tiers

As set forth in an applicable Order Form, purchasing a Subscription Plan entitles Customer to receive Hosting and Managed Services according to the following tiers (V means available, X means Not available for this tier) :

Hosting and Managed Services Tiers

Professional

Enterprise

Enterprise Plus

Registered Users limit

Specified in Order Form

Specified in Order Form

Specified in Order Form

Service Features

Disk Space (per user)

1 GB

1 GB

Specified in Order Form

Reserved Bandwidth (per user per month)

500 MB

500 MB

Security and Data Privacy Policy

V

V

V

Backup and Restore Policy

Daily backup with 7 days retention

Daily backup  with 1 month retention

Specified in Order Form

Service Provisioning

 Installed Systems provision

Production

Production

Specified in Order Form

Datacenter location choice

Europe, USA, Asia

Europe, USA, Asia

Europe, USA, Asia

Scheduled Maintenance Window choice

V

V

V

Custom domain

X

V

V

Custom extensions deployment

X

V

V

Enterprise Directory or SSO Integration

X

V

V

Service Management

Service Level Objective

99,5% uptime

99,9% uptime

Specified in Order Form

Guaranteed Restoration Time

X

8h

Automatic Software Version update

V

V

V

On-demand tasks credit (per year)

4h

8h

Specified in Order Form

One-off patches

X

V

V



Appendix 4: eXo Official Add-ons

The table below lists all supported add-ons for currently supported versions of the Software. Not all versions of every add-on is supported with every version of the Software. Compatibility matrix is available at https://www.exoplatform.com/supported-environments

Add-on name

Introduces Specific Terms

Required Subscription Plan

Eligible to Hosting and managed Option

Requires an additional subscription fee

exo-chat - eXo Chat

No

Professional, Enterprise or  Enterprise Plus

Yes

No

exo-cmis-addon - eXo CMIS Integration

No

Enterprise or Enterprise Plus

Yes

No

exo-crash-tomcat - CRaSH Add-on for Tomcat

No

Enterprise or Enterprise Plus

No

No

exo-crash-jboss - CRaSH Add-on for Jboss

No

Enterprise or Enterprise Plus

No

No

exo-ide-addon - eXo IDE Add-on

No

Enterprise or Enterprise Plus

No

No

exo-video-calls - eXo Video Calls

Yes (*)

Professional, Enterprise or Enterprise Plus

Yes

Yes

exo-remote-edit - eXo Remote Edit

No

Professional, Enterprise or Enterprise Plus

Yes

No

exo-cas - eXo CAS integration

No

Enterprise or Enterprise Plus

Yes

No

exo-saml - eXo SAML2 integration

No

 Enterprise or Enterprise Plus

Yes

No

exo-spnego - eXo SPNEGO integration

No

Enterprise or Enterprise Plus

Yes

No

exo-openam - eXo OpenAM integration

No

Enterprise or Enterprise Plus

Yes

No

exo-tasks - eXo Tasks

No

Professional, Enterprise or Enterprise Plus

Yes

No

exo-web-pack - eXo Web Pack

No

Professional, Enterprise or Enterprise Plus

Yes

No

(*) eXo Video Calls Add-on is governed and supported under the conditions of this Agreement and under the same Subscription Service Level as the Subscription Service Level applicable to the Software. For the avoidance of doubt and as long as both the Software Subscription and eXo Video Calls Add-on remain in force, eXo Video Calls Add-on will be deemed a part of the Software as defined by Section 1.9 of the Master Subscription Agreement.