WALLAROO LABS, INC.

TERMS AND CONDITIONS

READ CAREFULLY THESE TERMS AND CONDITIONS, AS THEY, TOGETHER WITH THE WALLAROO LABS ORDER FORM ON WHICH THEY ARE REFERENCED, CONSTITUTE A LEGALLY BINDING AGREEMENT AND GOVERN THE USE OF THE WALLAROO LABS SOFTWARE AND THE PROVISION BY WALLAROO LABS OF ASSOCIATED SERVICES, BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE, OR BY RECEIVING THE SERVICES, YOU ARE INDICATING THAT YOU AGREE TO THESE TERMS AND CONDITIONS.  IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE OR RECEIVE SERVICES FROM WALLAROO LABS.

THESE TERMS AND CONDITIONS TOGETHER WITH THE ORDER FORM (this “Agreement”) is entered into by and between the WALLAROO LABS, INC. (“WALLAROO LABS”) and the LICENSEE, identified on the Order Form, that is purchasing a Software Subscription and/or Services (“LICENSEE”), and is effective as of the date you download the Software, OR receive the Services, whichever comes first (the “Effective Date”).  If you are entering into this Agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these terms and conditions.

1. Definitions.  Certain capitalized terms used herein are set forth below; other terms shall have the respective meanings set forth elsewhere in this Agreement or in the Community License (defined below).

“Deployment” means deploying, serving and monitoring ML models in the Wallaroo platform in a centralized cloud, in a decentralized multi-region cloud, or on an edge device. Deployment count can be viewed at any time in Wallaroo Administrator Reports.

“Initial Term” means a period specified in an Order Form.

“Renewal Term(s)” means a period of one (1) year from the end of the Initial Term or any Renewal Term, unless this Agreement is otherwise terminated as set forth herein.

“Services” means Wallaroo Labs’ provision of technical support, as described in Attachment A hereto, as well as such other services as Wallaroo Labs may offer to licensees of Wallaroo Enterprise as described on the Wallaroo Labs Website or in a Statement of Work executed by the parties.

“Software” means Wallaroo Community Edition, Wallaroo Enterprise and related documentation as specified on the applicable Order Form and related modules used by Licensee in object code format, and includes all updates, improvements, APIs and add-ons provided by Wallaroo Labs with respect thereto.

“Subscription Fee” means the then-current subscription fees as set forth on the applicable Order Form.

“Term” means the Initial Term or a Renewal Term.

“User” means an individual registered with a unique email address to collaborate and work within Wallaroo workspaces. User count can be viewed at any time in Wallaroo Administrator Reports.

“Wallaroo Labs Website” means the website located at https://wallaroo.ai.

2. Licenses and Services.

• Community License.  The Software is licensed to Licensee pursuant to the Wallaroo Community Edition License Agreement located at https://portal.wallaroo.community/terms (“Community License”).  The terms and conditions of the Community License are incorporated herein.  In the event of a conflict between the terms and conditions of this Agreement and the Community License, this Agreement shall control.Wallaroo Enterprise License.  Subject to the terms and conditions of this Agreement, Wallaroo Labs grants to Licensee a nonexclusive, nonsublicensable, nontransferable, limited license to install and use the Wallaroo Enterprise Software identified in an applicable Order Form for Licensee’s internal business purposes.  All licensed activity under this Section 1 shall be in accordance with and subject to Wallaroo Labs’ documentation and any additional restrictions as are set forth herein.Services.  During the Term, and subject to Licensee’s compliance with the terms and conditions of this Agreement, Wallaroo Labs shall provide Services as described in Attachment A hereto, on the Wallaroo Labs Website or in an applicable Statement of Work.Restrictions.  Licensee will not (and will not allow any third party to):  (a) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Software (except to the extent that applicable law prohibits reverse engineering restrictions), (b) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, the Software (except as expressly and specifically authorized by Wallaroo Labs), (c) possess or use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency, (d) disclose to any third party any benchmarking or comparative study involving the Software or (e) modify the Software.  All the limitations and restrictions on the Software in this Agreement also apply to all documentation.  Licensee acknowledges that the Software may include features to prevent use after the applicable license period and/or use inconsistent herewith. Licensee acknowledges that the Software may be distributed alongside or contain or use certain third party software (“Third Party Software”).  Third Party Software is (in addition to the terms and conditions of this Agreement), subject to and governed by (and licensee agrees to, and will indemnify Wallaroo Labs for noncompliance with) the respective licenses for the Third Party Software.  As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, the Software and accompanying documentation provided by Wallaroo Labs are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.”  Consistent with FAR section 12.212 and DFAR section 227.7202, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.

• Feedback.  Licensee may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to the Software (“Feedback”).  Wallaroo Labs shall have an irrevocable, perpetual, worldwide, sublicenseable, transferable, full paid-up, royalty free right and license to use, distribute and otherwise exploit all Feedback for any purpose.

3. Payment.  Subscription Fees are due in advance upon the commencement of each Term.  Wallaroo Labs will endeavor to invoice Licensee at least thirty (30) days prior to the commencement of each Renewal Term, but Subscription Fees for Renewal Terms are due and payable regardless of whether Wallaroo Labs issues an invoice.  All fees under this Agreement are due upon the date(s) set forth in this Agreement and are payable within thirty (30) days from the date of Wallaroo Labs’ invoice.  Payment shall be made without any right of set-off or deduction.  All payments made pursuant to this Agreement shall be made in the quoted currency and are nonrefundable.

4. Term and Termination.

• Term.  This Agreement shall commence on the Effective Date and continue for the Initial Term unless terminated earlier as set forth below. Thereafter, this Agreement shall renew for successive Renewal Terms, unless either party gives at least sixty (60) days notice of non-renewal prior to the expiration of the applicable Term.Breach.  Either party may terminate this Agreement immediately in the event the other party commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of receipt of notice of material breach.Wallaroo Labs Termination.  Wallaroo Labs may terminate this Agreement upon written notice to Licensee in the event of Licensee’s (a) unauthorized use of the Software (including breach of the Community License); (b) failure to make timely payment to Wallaroo Labs; or (c) violation of Section 8.

• Survival.  Sections 1, 2.4, 2.5, 3, 4.4, 5, 6.4, 7, 8, 9, and 10 of this Agreement shall survive the termination of this Agreement for any reason.

5. Proprietary Rights.  Except as expressly and unambiguously set forth herein, Wallaroo Labs and its licensors retain all right, title and interest in and to the Software, all copies, modifications and derivative works thereof, including without limitation, all rights to patent, copyright, trade secret and other proprietary or intellectual property rights related to any of the foregoing.  Licensee will maintain the copyright notice and any other notices or Software identifications that appear on or in the Software or any other media or documentation provided by Wallaroo Labs hereunder.  Wallaroo Labs and its suppliers reserve any and all rights not expressly granted in this Agreement. Wallaroo Labs and Wallaroo are trademarks of Wallaroo Labs, Inc., and shall not be used by Licensee without Wallaroo Labs’ express authorization.

6. Warranty and Disclaimer. 

• Warranties.  Wallaroo Labs warrants to Licensee that:  (a) the Software will materially perform in accordance with the applicable documentation for ninety (90) days after initial delivery; and (b) any Services performed by Wallaroo Labs under this Agreement will be performed in a workmanlike manner, in accordance with general industry standards.Exclusions.  Wallaroo Labs’ warranties in this Section 6 do not extend to problems that result from: (a) Licensee’s failure to implement updates issued by Wallaroo Labs during the warranty period; (b) any alterations or additions to the Software not performed by or at the direction of Wallaroo Labs; (c) failures that are not reproducible by Wallaroo Labs; (d) operation of the Software in violation of this Agreement or not in accordance with its documentation; (e) failures caused by software, hardware or products not licensed or provided by Wallaroo Labs hereunder; or (f) Third Party Works.Remedies.  In the event of a breach of a warranty under this Section 6, Wallaroo Labs will, at its discretion and cost, either repair, replace or re-perform the applicable Software or Services or refund a portion of fees previously paid to Wallaroo Labs that are associated with the defective Software or Services. This is the exclusive remedy, and Wallaroo Labs’ sole liability, arising in connection with the limited warranties herein.

• Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH HEREIN THE SOFTWARE AND THE SERVICES ARE PROVIDED TO LICENSEE “AS IS,” WITHOUT ANY OTHER WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES CONCERNING THE INSTALLATION, USE OR PERFORMANCE.  WALLAROO LABS AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, FREEDOM FROM ERRORS, FREEDOM FROM PROGRAMMING DEFECTS, NONINTERFERENCE AND NONINFRINGEMENT, AND ALL IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.  WALLAROO LABS AND ITS SUPPLIERS DO NOT WARRANT THAT THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED.  THE SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”).  USE OF THE PRODUCT IN HIGH RISK ACTIVITIES IS NOT AUTHORIZED.

7. Indemnification.

• Indemnity.  Wallaroo Labs will defend, indemnify and hold Licensee harmless against any third party claims, liabilities or expenses incurred (including reasonable attorneys’ fees), as well as amounts finally awarded in a settlement or a non-appealable judgement by a court (“Losses”), to the extent arising from any claim or allegation by a third party that those portions of the Software for which Wallaroo Labs is the sole licensor infringes or misappropriates a valid copyright or trade secret right of a third party; provided that Licensee gives Wallaroo Labs: (a) prompt written notice of any such claim or allegation; (b) sole control of the defense and settlement thereof; and (c) reasonable cooperation and assistance in such defense or settlement.  If any such Software becomes or, in Wallaroo Labs’ opinion, is likely to become, the subject of an injunction, Wallaroo Labs may, at its option, (i) procure for Licensee the right to continue using such Software, (ii) replace or modify such Software so that it becomes non-infringing without substantially compromising its functionality, or, if (i) and (ii) are not commercially practicable, then (iii) terminate this Agreement and the Community License and refund to Licensee a prorated portion of the prepaid and unearned fees for such infringing Software.  The foregoing states the entire liability of Wallaroo Labs with respect to infringement of intellectual property rights.

• Exclusions.  The foregoing obligations shall not apply to: (a) Software modified by any party other than Wallaroo Labs, if the alleged infringement relates to such modification; (b) Software combined or bundled with any products, processes or materials not provided by Wallaroo Labs, where the alleged infringement relates to such combination; (c) use of a version of the Software other than the version that was current at the time of such use, as long as a non-infringing version had been released; (d) any Software created to Licensee’s specifications; (e) infringement or misappropriation of any proprietary right in which Licensee has an interest; or (f) Third Party Works.  Licensee will defend, indemnify and hold Wallaroo Labs harmless against any Losses arising from any such claim or allegation, subject to conditions reciprocal to those in Section 7.1.

8. Confidentiality.  Each party agrees that all code, inventions, algorithms, know-how and ideas and all other business and technical information obtained from the other is the confidential property of the disclosing party (“Confidential Information’’ of the disclosing party).  Except as allowed herein, during the Term of this Agreement and for a period of three (3) years after any termination hereof, the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees and independent contractors in writing.  Confidential Information shall not include information the receiving party can document:  (a) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; or (b) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (c) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (d) was independently developed by employees or consultants of the receiving party.  If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor.  Upon the expiration or termination of this Agreement, all of the Confidential Information (including any copies) will be returned to the disclosing party, and the receiving party will make no further use of such materials.  Money damages will not be an adequate remedy if this Section 8 is breached and, therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety.

9. Limitation of Liability. 

• Limitations/Exclusions.  WALLAROO LABS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS TO LICENSEE OR ANY THIRD PARTIES; (C) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL OR (D) FOR ANY DIRECT DAMAGES IN EXCESS OF THE AMOUNT PAID TO WALLAROO LABS BY LICENSEE DURING THE TWELVE MONTHS PRIOR TO WHEN THE CAUSE OF ACTION AROSE, EVEN IF WALLAROO LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

• Remedies. Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. To the extent permitted by applicable law, no action, regardless of form, arising out of this Agreement may be brought by Licensee more than one (1) year after the cause of action has accrued.

10. Miscellaneous.

• Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.Assignment. Licensee may not assign this Agreement or its rights or obligations under this Agreement to any person or party, whether by operation of law or otherwise, without Wallaroo Labs’ prior consent (at Wallaroo Labs’ sole discretion). Any attempt by Licensee to assign this Agreement without Wallaroo Labs’ prior consent, where such consent is required, shall be null and void. Subject to the foregoing conditions, this Agreement shall be binding upon and inure to the benefit of each party and its respective successors and assigns. There are no intended third party beneficiaries of this Agreement.Governing Law.  This Agreement shall be governed by the laws of the State of New York, without regard to the conflict of laws provisions thereof. In no event shall either the United Nations Convention on Contracts for the International Sale of Goods or any adopted version of the Uniform Computer Information Transactions Act apply to, or govern, this Agreement. In the event either party initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in New York, New York.  The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.Notices. Unless otherwise agreed to by the parties, any notice, authorization, or consent (“Notice“) required or permitted to be given or delivered under this Agreement shall be in writing and addressed and delivered to Wallaroo Labs at the address specified on the Wallaroo Labs Website or to Licensee at the contact information provided as part of the registration for the Services.  Notice shall be deemed to have been received by a party, and shall be effective: (a) on the fifth business day after which such Notice is deposited prepaid in the local postal system; (b) on the day received, if sent with a reputable, expedited overnight or international courier or hand delivered; or (c) one (1) business day after being sent electronically with a confirmed delivery receipt.  Either party may change its address for receipt of Notice purposes upon issuance of Notice thereof in accordance with this Section.Force Majeure. Except for performance of a payment obligation, neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of communications, facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, or any causes beyond the reasonable control of that party.Endorsement.  During the Term of this Agreement, Licensee agrees to be a reference for Wallaroo Labs and participate in a case study, and participate in a press release regarding Licensee’s subscription to the Software, as follows: (a) Reference—As a reference, Licensee agrees to speak in good faith with media and/or Wallaroo Labs prospects from time to time about its use of Wallaroo Labs’ products and services. Such reference opportunities will be limited to a reasonable quantity and mutually agreed content; (b) Case Study—Licensee agrees to make appropriate personnel available to be interviewed for a case study that describes Licensee’s successful use of the Software. Wallaroo Labs may publish the case study without limitation with respect to quantity and form. Prior to publishing the case study, Wallaroo Labs will provide the same to Licensee for Licensee’s review and approval, which approval shall not be unreasonably withheld or delayed; and (c) Press Release—Wallaroo Labs may issue a press release in which Wallaroo Labs announces that Licensee has subscribed to the Software. Licensee, at its discretion, may also issue a press release about the mutually agreed content. Neither party shall release its press release without first providing such press release to the other party for its review and approval, which approval shall not be unreasonably withheld or delayed.

• Entire Agreement. This Agreement together with the Community License comprise the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement.  This Agreement may be amended or modified only in a writing executed by both parties. Wallaroo Labs’ acceptance of any document submitted by Licensee to Wallaroo Labs shall not be construed as an acceptance of provisions which are in any way in conflict or inconsistent with, or in addition to, this Agreement, unless such terms are separately and specifically accepted in writing by an authorized representative of Wallaroo Labs.

11. Wallaroo’s Responsible ML and AI Policy.
Any use and all users of Wallaroo.AI either in its entirety or through the use of its independent parts agree to abide by Wallaroo.AI’s Responsible ML and AI Policy. Wallaroo.AI has six responsible machine learning (ML) artificial intelligence (AI) Policies to guide how Wallaroo.AI can be used to develop and deploy ML and AI technology. Wallaroo.AI believes that ML and AI technology brings important societal benefits, but also the potential for misuse. We further recognize that new laws and regulations will take time to evolve, and they are not a substitute for the responsibility that needs to be exercised by technology companies such as Wallaroo.AI and its valued network of users, partners, and integrators.

Scope of Responsible ML and AI Policy:
ML and AI are not one universal technology, but rather an umbrella term that includes multiple technologies, including methods that perform computer-based perception, learning, reasoning, and natural language analysis. The technologies can be used separately or combined to yield systems that perceive, classify, recommend, predict, guide, or otherwise reason or act in an automated manner. Examples of AI technologies include computer vision, speech recognition, and natural language processing.

Wallaroo.AI Responsible ML and AI Policy
Wallaroo.AI has the following six Policies to guide the development and deployment of AI technology using Wallaroo.AI technology:

1. Reliability and Safety: ML and AI systems should operate reliably, safely, and consistently under normal circumstances and in unexpected conditions. These systems should be able to operate as they were originally designed, respond safely to unanticipated conditions, and resist harmful manipulation. To the best of your ability, ML and AI systems are not purposely designed to cause loss of human life.
2. Fairness: ML and AI systems should treat everyone fairly and avoid affecting similarly situated groups of people in different ways.
3. Privacy and Security: ML and AI systems must comply with privacy laws that require transparency about the collection, use, and storage of data and mandate that consumers have appropriate controls to choose how their data is used.
4. Inclusiveness: ML and AI systems must incorporate and address a broad range of human needs and experiences and be developed utilizing inclusive design practices.
5. Transparency: ML and AI systems must be understandable. Stakeholders must comprehend how and why AI systems function. People who design and deploy ML and AI systems must be able to provide a useful explanation of the ML and AI systems’ behavior to people whose lives the systems affect. The users of ML and AI systems should be honest and forthcoming about when, why, and how they choose to deploy them.
6. Accountability. The designers and users of ML and AI systems must be accountable for how their systems operate. AI systems must not be the final authority on any decisions that impact people’s lives and humans must maintain meaningful control over otherwise highly autonomous ML and AI systems.

The societal implications of ML and AI and the responsibility of users and organizations to anticipate and mitigate unintended consequences of ML and AI technology are significant. Considering this responsibility, organizations are finding the need to create internal policies and practices to guide their ML and AI efforts, whether they are deploying third-party ML and AI solutions or developing their own. Wallaroo.AI recognizes that as users, organizations, and as a society, our steps towards responsible ML and AI will need to continually evolve.

Users, Partners, and Integrators Commitment

As a valued Wallaroo User, Partner, and/or Integrator, you play an essential role in ML and AI technology in a way that is responsible and ethical. You, and/or your organization are committed to:

• upholding the Wallaroo Responsible AI Policies when developing and deploying ML and AI while using Wallaroo technology;
• developing and/or adhering to appropriate policies, processes, and tools to implement the Wallaroo Responsible AI Policies

This pledge is not intended to replace, supersede or conflict with any applicable law, regulation, or contractual obligation with Wallaroo.

SUPPORT SERVICES (Attachment A)

• This Attachment A sets forth the support services that may be included with the Wallaroo Enterprise Subscription. Capitalized terms used in this Attachment A and not otherwise defined in this Agreement shall have the respective meaning assigned thereto in the Community License.
• Definitions.
  • “Authorized Contact” has the meaning assigned thereto in Section 3.5 of this Attachment A.
  • “Deployment” means deploying, serving and monitoring ML models in the Wallaroo platform in a centralized cloud, in a decentralized multi-region cloud, or on an edge device. Deployment count can be viewed at any time in Wallaroo Administrator Reports.
  • “Error” means an error in the Software, which significantly degrades use of the Software as compared to the published and functional performance documentation for the Software.
  • “Fix” means the repair or replacement of object or executable code within the Software to remedy an Error.
  • “Severity 1” means that the Software is non-operational and there is no known Workaround.
  • “Severity 2” means a problem with the Software that causes a serious disruption which cannot be solved (temporarily) by a Workaround.
  • “Severity 3” means a non-critical problem in the Software where Licensee is able to continue to use the Software and a Workaround is available.
  • “Severity 4” means a non-Severity 1, 2 or 3 Error.
  • “Standard Service Hours” means the times associated with selected Support offering in Schedule A.
  • “Standard Support Reply Time” means the elapsed time during Standard Service Hours between the receipt of a Support Call and the target time within which Wallaroo Labs begins Support as verified by a verbal or email confirmation to Licensee.
  • “Support” means (a) the provision of Updates related to the Software; (b) assistance by telephone or internet with respect to the use of the Software including without limitation (i) clarification of functions and features of the Software, (ii) clarification of the documentation, and/or (iii) guidance in the operation of the Software; and (c) Error verification, analysis and correction.
  • “Support Call” means a telephone call or email notification from Licensee to Wallaroo Labs requesting Support, including to report a Severity 1, Severity 2, Severity 3 or Severity 4 Error.
  • “Update” means an update, enhancement, modification, bug-fix, patch or Error correction, that Wallaroo Labs makes generally available to end users of the Software, excluding hardware, software or services for which Wallaroo Labs would generally charge an additional fee.  Updates shall be deemed to be part of the Software for purposes of the Community License.
  • “User” means an individual registered with a unique email address to collaborate and work within Wallaroo workspaces. User count can be viewed at any time in Wallaroo Administrator Reports.
  • “Workaround” means a change in the procedures followed or data supplied by Licensee to avoid an Error without substantially impairing Licensee’s use of the Software.
• Support Services.  For so long as Licensee is current in payment of the Subscription Fee listed above and subject to the terms and conditions of the Community License, Licensee will receive Support as specified herein.
  • Licensee Support Center.  Wallaroo Labs shall receive Support Calls from an Authorized Contact and, if the call is to report an Error, assign an Error priority level to the request during Standard Service Hours.
  • Support Call Logging.  Wallaroo Labs shall acknowledge receipt of Support Calls by telephone or the same method that the Support Call was received with a tracking number within the Standard Support Reply Times.
  • Support Reply Times.  Support for the Software is available during Standard Service Hours with the Standard Support Reply Times noted in Schedule A (Support Services Levels). Where Wallaroo Labs does not acknowledge receipt of a Support Call within the applicable Support Response Times, an escalation contact protocol shall apply.
  • Response.  Following acknowledgement by Wallaroo Labs in response to a Support Call in respect of a Severity 1 or 2 Error, Wallaroo Labs will work uninterrupted during Standard Service Hours using best commercial efforts to provide Licensee with a Workaround or Fix.  Following acknowledgement of a Severity 3 Error, Wallaroo Labs will work using best commercial efforts during Standard Service Hours to provide Licensee with a Workaround or Fix.  Following acknowledgement of a Severity 4 Error, Wallaroo Labs will use reasonable commercial efforts to incorporate any necessary changes with the next release of the Software, or provide a Fix or Workaround thereto, in its sole discretion.
  • External Issues.  If Wallaroo Labs believes that a problem reported by Licensee may not be due to an Error in the Software, Wallaroo Labs will so notify Licensee.
  • Exclusions.  Support does not include services requested as a result of, or with respect to, causes which are not attributable to Wallaroo Labs or the Software (“Excluded Services”).  Causes which are not attributable to Wallaroo Labs or the Software include, but are not limited to: installation, modification, customization, alteration or addition, or attempted installation, modification, customization, alteration or addition of the Software undertaken by any party other than Wallaroo Labs or an authorized designee of Wallaroo Labs; Errors arising out of misuse, negligence, misapplication, or willful acts of Licensee or any third party; any combination of the Software with any computer hardware or software not provided or approved in writing by Wallaroo Labs; use of the Software other than in accordance with its documentation or the Community License; or use of a version of the Software other than the current release or the two (2) immediately previous releases.
• Licensee Responsibilities.  Wallaroo Labs’ provision of Support to Licensee is subject to the following.
  • Information.  Licensee is responsible for providing sufficient information and data to allow Wallaroo Labs to readily reproduce all reported Errors.
  • Access.  Licensee shall provide Wallaroo Labs with necessary access to the Software, personnel and equipment during Standard Service Hours.  This access includes the ability to remotely access the Software, subject to Licensee’s security procedures.Report Errors.  Licensee shall document and promptly report all detected Errors to Wallaroo Labs.  At Wallaroo Labs’ direction, Licensee shall take all steps necessary to carry out procedures for the rectification of Errors within a reasonable time after such procedures have been received from Wallaroo Labs.Training.  Licensee shall properly train Licensee’s personnel in the use and application of the Software.
  • Authorized Contacts.  Licensee shall appoint a reasonable number of trained individuals to serve as primary contacts between Licensee and Wallaroo Labs regarding the registry and report of Support Calls (each an “Authorized Contact”).  All of Licensee Support Calls and Support inquiries shall be initialized through the Authorized Contacts.
• THIS DEFINES A SERVICE ARRANGEMENT AND NOT A PRODUCT WARRANTY.  WALLAROO AND MATERIALS AND SERVICES RELATED THERETO ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES SET FORTH IN THIS AGREEMENT AND THE COMMUNITY LICENSE.  THIS ATTACHMENT DOES NOT CHANGE OR SUPERSEDE ANY TERM OF THOSE AGREEMENTS.

SUPPORT SERVICES LEVELS (Schedule A)

Silver Support

• Availability
  • 9am – 5PM EST (Monday-Friday)
• Contact Methods
  • Support Email
• Silver Support Reply Times

Gold Support

• Availability
  • 9am – 5PM EST (Monday-Friday)
• Contact Methods
  • Support Email
  • Support Phone
  • Support Portal
• Gold Support Reply Times

Platinum Support

• Availability
  • 9am – 5PM EST (Monday-Sunday)*
• Contact Methods
  • Support Email
• *Availability is 24/7 for Platinum Plus
• Platinum Support Reply Times