Access Agreements

ZUORA, INC

ZUORA, INC.

RBM CONNECT ACCESS AGREEMENT

 

ZUORA, INC. AND/OR ITS AFFILIATES ("ZUORA") IS WILLING TO GRANT THE RIGHT TO ACCESS AND USE one or more RBM CONNECT APPLICATIONS TO YOU, AS THE INDIVIDUAL, COMPANY, OR OTHER LEGAL ENTITY THAT WILL ACCESS AND USe the RBM Connect Applications (REFERENCED BELOW AS "YOU" OR "YOUR"), and your affiliates, ONLY if YOU ACCEPT ALL OF THE TERMS OF THIS RBM Connect ACCESS AGREEMENT ("AGREEMENT"). This Agreement is entered into under, and is subject to, A mutually executed order form ("order form") between Zuora and You IDENTIFYING the RELEVANT RBM Connect Application(s), as well as all application-specific terms that accompany each rbm connect application ("APPLICATION-SPECIFIC TERMS"). This Agreement is made and entered into as of the dATE OF THE last signature OF EACH SUCH Order Form ("agreement Effective Date").

 

THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN ZUORA AND YOU, AND ANY THIRD PARTIES THAT PROVIDE AN RBM CONNECT application TO YOU THROUGH THE RBM CONNECT PORTAL ARE ALSO INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT. BY CLICKING THE "I AGREE" BUTTON OR OTHERWISE INDICATING YOUR CONSENT ELECTRONICALLY, OR ACCESSING OR USING A RBM CONNECT APPLICATION, YOU AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ALL APPLICATION-SPECIFIC TERMS), AND CONFIRM THAT YOU HAVE (a) accessed online and/or been provided a copy of this agreement, and (b) READ AND ACCEPTed THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE "I DO NOT AGREE" BUTTON OR OTHERWISE INDICATE YOUR REFUSAL AND MAKE NO FURTHER USE OF ANY RBM CONNECT APPLICATIONS. capitalized terms are defined in section 12 and elsewhere in this agreement.

 

1.     Grants of Rights.

Subject to the terms and conditions of this Agreement (including the Application-Specific Terms) and the applicable Order Form(s) associated herewith, Zuora hereby grants You a non-exclusive, non-transferable, non-assignable, worldwide limited access to and use of the RBM Connect Application(s), and the associated application program interface (API), solely for Your internal use of such RBM Connect Application(s). Except as otherwise provided in an applicable Order Form, the foregoing access and use right is limited to a single tenant instance. All rights not expressly granted to You herein are reserved by Zuora and its licensors. Zuora and third parties that provide applications through the RBM Connect portal also reserve the right to make changes to RBM Connect Applications from time to time. If a change is to documented functionality of a Zuora RBM Connect Application, and is material to the function or operation of the application, Zuora will make a commercially reasonable effort to give You prior notice thereof. Unless otherwise noted in the relevant Application-Specific Terms or Order Form, the RBM Connect Application(s) will be hosted using Amazon Web Services. Accordingly, You accept the applicable Amazon terms & conditions (see http://aws.amazon.com/agreement/) as they apply to the RBM Connect Application(s). You further acknowledge that ZuoraÕs standard SaaS Service and its associated APIs are separate from the RBM Connect Application(s) and outside the scope of this Agreement and associated Order Forms. Zuora will support the RBM Connect Application(s) in accordance with Exhibit A hereto.

 

2.     Limitations on Use and Your Responsibilities.

You are responsible for all activity occurring under Your User accounts, and shall comply with all applicable privacy and other laws and regulations in connection with using the RBM Connect Application(s). You must: (a) notify Zuora immediately in writing of any unauthorized use of any password or account or any other known or suspected breach of security with respect to any RBM Connect Applications; and (b) report to Zuora immediately in writing, and use reasonable efforts to stop immediately, any copying or distribution or misuse of any RBM Connect Applications that becomes known or suspected by You or Your Users.  You must not (i) commercially exploit any RBM Connect Applications by licensing, sublicensing, selling, reselling, transferring, assigning, distributing or otherwise making it available to any third parties in any way; (ii) modify or make any derivative works based upon any RBM Connect Applications; (iii) reverse engineer any RBM Connect Applications; or (iv) access any RBM Connect Applications to build a product or service that competes with any RBM Connect Applications or the Zuora Service. You also must not use any RBM Connect Applications to: (A) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (B) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (C) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (D) interfere with or disrupt the integrity or performance of any RBM Connect Application or, if applicable, any other Zuora Services, or the data contained therein; or (E) attempt to gain unauthorized access to any RBM Connect Applications, other Zuora Services, or related systems or networks.

 

3.     Term and Termination.

3.1  Term of Agreement.  The term of this Agreement commences on the Agreement Effective Date and will automatically expire when (a) no Order Forms associated with this Agreement remain in effect, or (b) You are no longer entitled to use the Zuora Service under any Order Form, unless this Agreement is terminated earlier in accordance with Section 3.3. Upon expiration or termination of this Agreement, Zuora has the right to terminate Your access to all RBM Connect Applications, after which Zuora will not have any obligations or liability in connection with or relating to any Customer Data remaining on the RBM Connect Applications. Sections 2, 3.1, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of this Agreement, and such Application-Specific Terms as reasonably should survive, will survive any expiration or termination of this Agreement or any Order Form hereunder: 

 

3.2  Term of Order Form.  The initial term of each Order Form under this Agreement (the "Order Form Initial Term") will be twelve (12) months from the date of the Order Form, unless otherwise stated in the relevant Order Form. Thereafter, unless otherwise set forth in the relevant Order Form, each Order Form under this Agreement will renew automatically for a subsequent renewal term of twelve (12) months (each an "Order Form Renewal Term") (the Order Form Initial Term and all Order Form Renewal Terms, if any, are referred to in this Agreement collectively as the "Order Form Term"), unless either party notifies the other party in writing, at least thirty (30) days prior to the end of the then-current Order Form Term, that it chooses not to renew such Order Form.

 

3.3  Termination.  Either party may terminate this Agreement (including all associated Order Forms then in effect), or any particular Order Form, if the other party breaches any material term of this Agreement or such Order Form and fails to cure such breach within thirty (30) days after delivery of written notice describing such breach in reasonable detail.

 

4.   Customer Data.  Zuora does not own any Customer Data. You, not Zuora, shall have sole responsibility for the accuracy, quality, integrity, legality, and intellectual property ownership or right to use all Customer Data, and Zuora shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of Customer Data not caused by Zuora. ZuoraÕs use of Customer Data shall be limited to the purpose of providing the RBM Connect Applications to You and for Zuora to meet its obligations hereunder. You must not use any RBM Connect Applications to store or process any credit card data or other Customer Data that implicates the Payment Card Industry Data Security Standard (PCI DSS). Notwithstanding anything to the contrary in this Agreement, You authorize Zuora to upload Customer Data to the RBM Connect Applications and acknowledge that Zuora will not be liable for any unauthorized access to Customer Data retained on RBM Connect Applications.

5.   Confidentiality.

As used herein, the term "Confidential Information" refers to non-public financial, technical, commercial or other information or tangible materials concerning the business and affairs of the party that discloses such information hereunder (each a "Disclosing Party") to the party that receives such information hereunder (each a "Receiving Party"), including, without limitation, any cost or pricing information, contractual terms and conditions, marketing or distribution data, business methods or plans, which a reasonable person in the relevant industry should understand to be confidential based on the nature of the information and all relevant context. For the avoidance of doubt, Your Confidential Information includes Customer Data, and ZuoraÕs Confidential Information includes all pricing terms offered to You, the Zuora Technology, and the results of any evaluation of RBM Connect Applications performed by or on behalf of You for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Confidential Information provided in writing or other tangible form should be conspicuously designated as "Confidential" (or marked with a similar legend), and Confidential Information that is provided orally should be identified as confidential at the time of disclosure. Confidential Information does not include information that (a) becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party or in connection with the performance by the Disclosing Party of its obligations under this Agreement, (c) becomes lawfully available to the Receiving Party on a non-confidential basis from an independent third party, or (d) is independently developed by the Receiving Party without use or reference to Disclosing PartyÕs Confidential Information.

 

The Receiving Party must not use any of the Disclosing PartyÕs Confidential Information for any purpose other than carrying out the Receiving PartyÕs obligations or exercising its rights under this Agreement. Except to the extent expressly permitted by this section, each Receiving Party shall not disclose to any third party, any Confidential Information of the Disclosing Party received in anticipation of, or in connection with the performance of this Agreement, without the prior written consent of the Disclosing Party. "Third party" does not, however, include any Affiliates, agents, employees, affiliates, attorneys, accountants, other professional advisors, or potential acquirers of the Receiving Party, as long as such person or entity (i) has a commercially reasonable need for access to such Confidential Information, and (ii) is under contractual confidentiality obligations substantially equivalent to this section.  

 

A disclosure by the Receiving Party of any of the Disclosing PartyÕs Confidential Information (A) in response to a valid order or other legal process issued by a court or other governmental body having jurisdiction, (B) as otherwise required by law, or (C) necessary to establish the rights of either party under this Agreement will not be a breach of this Agreement if, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice and reasonable cooperation so the Disclosing Party may seek to prevent or limit such disclosure.

 

Each Receiving PartyÕs confidentiality obligations with respect to the Disclosing PartyÕs Confidential Information shall remain in effect for the term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement.

 

6.   Warranty Disclaimers and Limitation of Liability.

You acknowledge and agree that purchases under this Agreement and associated Order Forms are neither contingent on the delivery of any future functionality or features, nor based on any oral or written comments made by Zuora regarding future functionality or features. You further acknowledge and agree that Zuora has no responsibility or liability for the performance of, or any other issues with, any applications, tools or other materials provided through the RBM Connect portal that are created by third parties; Zuora does not endorse, support or provide any warranties regarding any such third party RBM Connect materials.

6.1  WARRANTY DISCLAIMER.  EXCEPT TO THE EXTENT ZUORA EXPRESSLY PROVIDES A LIMITED WARRANTY TO YOU IN THE APPLICABLE ORDER FORM UNDER THIS AGREEMENT: (A) ALL RBM CONNECT APPLICATIONS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED; AND (B) ZUORA DOES NOT WARRANT THAT ANY RBM CONNECT APPLICATIONS (OR ANY ASSOCIATED SERVICES OR RELATED DELIVERABLES, IF ANY) ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR WILL BE TIMELY OR SECURE. RBM CONNECT APPLICATIONS AND OTHER SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ZUORA IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT CAUSED BY ZUORA.

 

6.2 LIMITATION OF LIABILITY. EXCEPT FOR SUMS DUE ZUORA UNDER APPLICABLE ORDER FORMS, IN NO EVENT SHALL EITHER PARTYÕS, OR ITS RESPECTIVE AFFILIATESÕ OR LICENSORSÕ, AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE ANY RBM CONNECT APPLICATIONS, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH ANY RBM CONNECT APPLICATIONS, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT, OR SUCH PARTYÕS RESPECTIVE AFFILIATES OR LICENSORS, HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

7.  Indemnity.  

7.1   By Zuora.  Zuora will defend Customer, its Affiliates, officers, directors and employees from and against any claims asserted by a third party based on an allegation that use, in accordance with this Agreement and the applicable Order Forms, of any RBM Connect Application created by Zuora infringes a copyright in any country or a patent of the U.S.A., a member state of the European Union, Canada or Australia (collectively, "Claims"). Zuora will also indemnify Customer and its Affiliates, officers, directors and employees by paying all damages, costs and expenses (including reasonable legal fees and costs) finally awarded by a court of competent jurisdiction, or agreed in a written settlement agreement signed by Zuora, arising out of such Claims.

If (a) any aspect of any RBM Connect Application created by Zuora is found or, in ZuoraÕs reasonable opinion is likely to be found, to infringe upon an Intellectual Property Right of a third party, or (b) the continued use of any RBM Connect Application created by Zuora is enjoined, then Zuora will promptly and at its own expense: (i) obtain for Customer the right to continue using the RBM Connect Application in accordance with this Agreement and the applicable Order Form(s); (ii) modify the item(s) in question to no longer be infringing; or (iii) replace such item(s) with a non-infringing functional equivalent. If, after all commercially reasonable efforts, Zuora determines in good faith that options (i), (ii) and (iii) are not feasible, Zuora will remove the infringing item(s) from the RBM Connect Application and refund to Customer on a pro rata basis any prepaid Fees for such infringing element unused as of the removal date. Zuora will have no obligation or liability for any Claim under this section to the extent arising from: (x) the combination, operation or use of the RBM Connect Application with any product, device, software or service not supplied by Zuora to the extent the combination creates the infringement; (y) the unauthorized alteration or modification by Customer of the RBM Connect Application, or (z) ZuoraÕs compliance with Customer's designs, specifications, requests, or instructions in providing services to the extent the Claim is based on such compliance.

7.2   By Customer.  Customer will defend Zuora, its Affiliates, officers, directors and employees from and against any claims asserted by a third party based on (a) a breach by Customer of Section 2 of this Agreement, or (b) the processing of Customer Data in accordance with this Agreement (except to the extent such claims are covered by the indemnity provided by Zuora under Section 7.1 above). Customer will also indemnify Zuora and its Affiliates, officers, directors and employees by paying all damages, costs and expenses (including reasonable legal fees and costs) finally awarded by a court of competent jurisdiction, or agreed in a written settlement agreement signed by Customer, arising out of the third party claims described in this section. 

7.3   Requirements for Indemnification

Each partyÕs respective defense and indemnity obligations under Sections 7.1 and 7.2 are contingent upon the other party: (a) promptly giving notice of the third party claim to the defending/indemnifying party once the claim is known; (b) giving the defending/indemnifying party sole control of the defense and settlement of the claim and not compromising or settling the claim without the defending/indemnifying partyÕs approval (though the defending/indemnifying party must not settle such claim unless the settlement unconditionally releases the other party of all liability and does not adversely affect the other partyÕs business or service in a material manner); and (c) making a reasonable effort to provide appropriate information and cooperation to the defending/indemnifying party in connection with the claim. 

THE FOREGOING ARE THE DEFENDING/INDEMNIFYING PARTYÕS SOLE OBLIGATIONS AND THE OTHER PARTYÕS EXCLUSIVE REMEDIES WITH RESPECT TO DEFENSE AND INDEMNIFICATION IN CONNECTION WITH THIS AGREEMENT.

8.  Orders, Fees, Payment, Taxes, Billing Contact

You shall order RBM Connect Applications by signing one or more Order Forms. Each accepted, fully executed Order Form shall be deemed incorporated herein by reference as if attached and made an integral part of this Agreement. If Your business practices require a purchase order number be issued prior to payment of any Zuora invoices issued under an Order Form, then such purchase order number must be provided to Zuora prior to the effective date of such Order Form. Your execution and return of an Order Form to Zuora without designating a purchase order number shall be deemed an acknowledgement that no purchase order number is required for payment of invoices under such Order Form. Additionally, terms, provisions or conditions on any purchase order, acknowledgment, or other business form or writing that You may provide to Zuora or use in connection with any procurement under this Agreement will have no effect on the rights, duties or obligations of the parties hereunder, regardless of any failure of Zuora to object to such terms, provisions or conditions. You shall pay all fees or charges as specified on each mutually executed Order Form ("Fees"). All payment obligations are non-cancelable and all amounts paid are non-refundable.

 

Zuora charges and collects Fees in advance. Unless otherwise set forth in the applicable Order Form, payment terms are net thirty (30) days from the date of ZuoraÕs invoice, without offsets or deductions of any kind, and payment is due in US dollars. If Your use of the RBM Connect Applications exceeds the committed Transaction Volume (if applicable), additional fees shall apply as set forth in the applicable Order Form; such fees shall be assessed monthly or on a monthly equivalent basis (for quarterly or annual plans), in arrears. If You believe Your bill is incorrect, You must contact Zuora in writing within sixty (60) days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. 

 

Zuora reserves the right to modify its Fees with respect to RBM Connect Applications under one or more Order Forms hereunder, and to introduce new charges, effective upon the upcoming Order Form Renewal Term by providing You written notice at least forty-five (45) days prior to the end of the then-current Order Form Term. If You do not give Zuora written notice of termination of such Order Form (based on such Fee changes or as otherwise permitted under Section 3.3), such Fee changes shall become effective at the commencement of the next Order Form Renewal Term.

 

Zuora's Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Zuora's income.  If Zuora has the legal obligation to pay or collect taxes for which You are responsible, the appropriate amount shall be invoiced to and paid by You unless You provide Zuora with a valid tax exemption certificate authorized by the appropriate taxing authority.

 

You agree to provide Zuora with accurate billing and contact information, including Your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and administrator. You agree to update this information within thirty (30) days of any change to it. If the contact information You provide is false or fraudulent, Zuora reserves the right to terminate Your access to the RBM Connect Applications in addition to any other legal remedies. 

 

9.  Non-Payment and Suspension

In addition to any other rights granted to Zuora herein, Zuora reserves the right to suspend or terminate this Agreement, any related Order Forms, and Your access to the RBM Connect Applications if Your account becomes delinquent and is uncured for a period of thirty (30) days. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, from the date due, plus all expenses of collection. You will continue to be charged for Fees during any period of RBM Connect Application suspension due to Your delinquency. If Zuora initiates termination of this Agreement for cause under Section 3.3, You will be obligated to pay all remaining Fees due computed in accordance with their terms for the remainder of the term of the relevant RBM Connect Application Order Form(s).

 

10.  Intellectual Property Ownership.

As between Zuora and You, Zuora (and its licensors, where applicable) owns all right, title and interest, including all related intellectual property rights, in and to the RBM Connect Applications, the Zuora Services, the Zuora Technology, and any associated services and deliverables, including to any and all enhancements, enhancement requests suggestions, modifications, extensions and/or derivative works thereof.  Except for the limited rights and license expressly granted hereunder, no other license is granted and no other use is permitted. This Agreement is not a sale and does not convey to You any rights of ownership in or related to any RBM Connect Applications, Zuora Services, Zuora Technology, or any associated services or deliverables, or any intellectual property rights owned by Zuora. The Zuora name, the Zuora logo, and the product names associated with the RBM Connect Applications are trademarks of Zuora or third parties, and no right or license is granted to use them except as expressly permitted herein.           

 

11. General.

This Agreement is governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s) and achieve an economic effect as near as possible to that provided by the original provision, and the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected, with all other provisions remaining in full force and effect. This Agreement and associated Order Forms may be agreed electronically and in counterparts, in which case each signed copy will be deemed an original as though both signatures appeared on the same document. No joint venture, partnership, employment, or agency relationship exists between You and Zuora as a result of this Agreement or use of the RBM Connect Applications or associated professional services. The failure of either party to enforce any right or provision in this Agreement or an associated Order Form shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Except in the event of an acquisition, merger, or other change in control, neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Zuora will carry commercial general liability and professional liability (errors and omissions) insurance with limits of not less than $1,000,000 per claim and $2,000,000 in the aggregate. All legal notices (i.e. claimed breach or termination of this Agreement and/or any Order Form hereunder) required to be provided under this Agreement must be delivered in writing (a) in person, (b) by nationally recognized overnight delivery service, or (c) by certified US mail to the other party at the address set forth in the applicable Order Form or as otherwise communicated to the other party in writing. All other notices from You to Zuora may be made by emailing notices@zuora.com, and Zuora may give notice by emailing Your contact specified on the relevant Order Form.

 

This Agreement, together with all associated Order Forms and applicable Application-Specific Terms, comprises the entire agreement between Zuora and You regarding the subject matter contained therein, and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter; provided, however, that Zuora and any third parties that provide an RBM Connect Application to You through the RBM Connect portal hereby expressly reserve the right to revise this Agreement and/or any Application-Specific Terms. In the event of any conflict between this Agreement and any particular Order Form and/or Application-Specific Terms, the terms of the Order Form and Application-Specific Terms will take precedence and prevail over this Agreement solely with respect to the relevant RBM Connect Applications.

 

12. Definitions

As used in this Agreement and in any Order Forms associated herewith:

 

"Affiliate" means a company, firm or individual that controls, is controlled by, or is under common control with one of the parties to this Agreement; "Customer Data" means any data, information or material that You or Your Users, subscribers or business partners submit to any RBM Connect Applications in the course of using the RBM Connect Applications; "RBM Connect Application(s)" means an application, tool or other material accessed through ZuoraÕs RBM Connect online portal located at https://connect.zuora.com that is identified on a mutually executed Order Form; "Zuora Service(s)" means Zuora's separate online integrated subscription management, billing, data analysis, and other services (excluding RBM Connect Applications) identified and licensed to You under an applicable Order Form,  and as further described in the relevant product data sheet(s) as found at http://knowledgecenter.zuora.com/index.php/Main_Page ; "User(s)" means Your employees, representatives, consultants, contractors or agents who are authorized to use the RBM Connect Application(s) and have been supplied user identifications and passwords by You (or by Zuora at Your request); and "Zuora Technology" means all of Zuora's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Zuora in providing an RBM Connect Application.

 

 


 

EXHIBIT A

(SUPPORT FOR RBM CONNECT APPLICATIONS)

 

 

1. Maintenance & Enhancements

á       Customer will receive updates to the RBM Connect Application(s) as they become commercially available.

á       Customer will have the ability to request enhancements to the RBM Connect Application(s), which Zuora may, in its sole discretion, include in updates to the RBM Connect Application(s).

 

2. Support - General

2.1  Troubleshooting - Zuora provides phone and email technical support during ZuoraÕs normal business hours of 9:00 am until 6:00 pm EST Monday through Friday (U.S.) for the RBM Connect Applications. Urgent technical support is available 24/7 (24 hours a day, 7 days a week) by phone. An urgent technical support issue is when a website and/or ecommerce system is down, not accessible or unavailable via the Web.

2.2  Service Interruptions – You understand service interruptions may occur. The RBM Connect Applications may be temporarily unavailable due to Scheduled Maintenance (see below), power interruptions or other causes.

2.3  Scheduled Maintenance – Scheduled Maintenance time that does not exceed 24 hours each quarter does not count as downtime. Maintenance time is considered Scheduled Maintenance if it is communicated at least 24 hours in advance. Unless otherwise communicated, Scheduled Maintenance time is typically scheduled to occur once per month. 

 

3. Support - Severity Levels, Response Times, Issue Resolution and Escalation

3.1  Zuora will respond to support issues with the RBM Connect Applications that can be reproduced by Zuora, in accordance with Table 1 below.  The Severity Level assigned to such support issues will be determined by Zuora in its reasonable discretion, but taking into consideration the Severity Level You input. Your requested enhancements, customizations, and/or modifications are not support issues for this purpose.

Table 1

SEVERITY LEVEL

RESPONSE COMMITMENT TIME TABLE

 

Initial Response*

Ongoing Communication on Problem Resolution

0

4 hours with acknowledgment within 1 hour

Updates from Zuora support and/or RBM Connect team every 4 hours or when new critical information becomes available.

1

 

12 Business Hours

 

Updates from Zuora support and/or RBM Connect team

2

 

48 Business Hours

 

Updates from Zuora support and/or RBM Connect team as available

3

No commitment

Updates from Zuora support and/or RBM Connect team as available

 

*Initial Response is time within which response is made after reasonable level of analysis of the issue has been made, so the times noted above are the maximum timeframes; responses are provided as soon as possible after the analysis is made.

3.2  Severity Level Descriptions

           i.     Severity Level 0 – Complete Service Failure: Occurs when You are unable to access logs, or the RBM Connect Application cannot be initiated in an applicable manner (e.g. batch, web site). 

          ii.     Severity Level 1Delayed Performance: Operational performance of the RBM Connect Application is impaired while most of the RBM Connect ApplicationÕs business operations remain functional.  Process or transactional slowdown that impacts the efficiency of Your normal business operations.

         iii.     Severity Level 2 – Cosmetic Defects: User Interface issues which do not have an impact on Your RBM Connect Application business operations.

        iv.     Severity Level  3 – Enhancement request and questions which do not have an impact on Your RBM Connect Application business operations.

3.3  Escalation.  Support issues may be escalated by You as follows:

           i.     Severity Escalation – You may request severity escalation of a support issue by notifying ZuoraÕs support resources of extenuating circumstances that cause the support issue to have an adverse impact on Your ability to conduct business.  The request to escalate the severity of a support issue may be initiated by submitting or updating a ticket with the word "escalate" in the subject line. Zuora shall not be liable for failure to address or resolve such issues in accordance with the escalated severity level.

          ii.     Managerial Escalation – You may request managerial escalation. Issues may be escalated through subsequent levels of management, up to and including the President, as required until the support issue is resolved.

3.4   Excluded Issues.  The following issues are outside the scope of support services ("Excluded Services"):

           i.     Support for software which has been subject to unauthorized modification by You or Your User;

          ii.     Failure of, or issues arising from, computing or networking hardware, or equipment or programs under Your control;

         iii.     Negligent or intentional misuse of the RBM Connect Applications by Your User (e.g., flooding the system with automated emails); and

        iv.     Custom integration scripts that use the Zuora APIs, unless affected by a change in the RBM Connect Applications that had not been communicated to You with at least seven (7) daysÕ notice of the change. 

You may elect to use certain billable Zuora RBM Connect team professional services in order to resolve issues associated with Excluded Services.  Such professional services may require Zuora to conduct scoping that includes access to the Your instance, as needed, to diagnose the issue.