MSA and Terms | RazorThink

Master Subscription Agreement

INTRODUCTION

This Master Subscription Agreement ("MSA") including this Introduction, the attachments listed below, and all future Orders incorporated into this Master Subscription Agreement by the parties (collectively, the “Agreement”), is between Customer (“Customer”) and RazorThink Inc. (“RazorThink”) and sets forth the terms and conditions under which RazorThink will make available certain services and Customer will be permitted to use those services including any free services. If there is a conflict between the attached Terms and Conditions and the terms of an Order, the terms of the Order will take precedence. Customer transaction documents or purchase orders may not override the terms of this Agreement or an Order. 

By accepting this Agreement, either by clicking a box indicating Customer’s acceptance or by executing an order form that references this Agreement, Customer agrees to the terms of this Agreement. If Customer is a company or other legal entity, the person accepting this Agreement represents that they have the authority to bind such entity and its affiliates to this Agreement.  If the person accepting this Agreement on behalf of an entity does not have such authority, or if the Customer does not agree with these terms and conditions, Customer must not accept this agreement and may not use the Services.

Customer may not access or use the Services i) if the Customer is a direct competitor of RazorThink or ii) for benchmarking or competitive purposes.

This Agreement was last updated on April 26, 2020. It is effective between Customer and RazorThink as of the date of Customer acceptance of this Agreement (the “Effective Date”). 

Attachments:

  • Attachment 1: Subscription Order #1
  • Attachment 2: Terms and Conditions
  • Attachment 3: Standard Support Services

ATTACHMENT 1
SUBSCRIPTION ORDER #1

This Subscription Order is effective on the Effective Date and forms part of the Master Subscription Agreement (“MSA”) by and between Customer and RazorThink.  This is an online order the details of which are described below.

1.    Services Provided: Access to the RZT Service over the Subscription Term. 

2.    Subscription Term & Renewal: Based on the Plan selected by the Customer, the Subscription Term shall be one (1) month for the Monthly Plan and twelve (12) months for the Annual Plan.  Unless terminated per the terms of this Agreement, this Subscription Order will be automatically renewed at the end of each Subscription Term

3.    Subscription Cancellation: Customer may cancel this Subscription Order to be effective at the end of the Subscription Term (at renewal).  There are no refunds or credits for cancellations.  Customer Data may be deleted by Razorthink when the cancellation becomes effective.

4.    User Accounts: User Accounts can be added or deleted by the Customer.  Each User must have their own User Account (Login) to the RZT Service.  Sharing of User Accounts is not allowed.  Each User must be an employee, consultant, contractor, or agent of the Customer who are using the RZT Service solely on the Customer’s behalf. 

5.    Delivery Model: User Login access to Multi-tenant Public Cloud. 

6.    Support and Setup Services: Standard Support Services are provided as described in Attachment 3. No Setup Services are provided.

7.    Fees: Fees are specified on the Razorthink website and within the RZT Service at the time of purchase and evidenced in electronic invoices. Fees include, but are not limited to user fees, engine usage fees and fees for marketplace purchases. The pricing for a renewal term will be at Razorthink’s applicable list price in effect at the time of the renewal.  Customer will be given at least 10 days’ notice prior to the renewal date of price increases of 20% or more.  Notice will be made to the email address on file with the account.

8.    Payment Terms: Customer authorizes Razorthink to automatically charge the Customer provided payment method for i) user fees monthly in advance, ii) user fees annually in advance if the Annual Plan so specifies, iii)  other fees incurred at any time during the subscription month.  If Razorthink is unable to collect payment for any reason, Razorthink may cancel this Subscription Order without notice.

9.    Credits. Credits may only be used to pay the fees for the RZT Service and are not refundable or transferable.  The Customer is responsible to pay all fees incurred that exceed credit amounts.


ATTACHMENT 2
TERMS AND CONDITIONS

1. DEFINITIONS

1.1    “Customer Data” means data owned by the Customer that is used with the RZT Service.

1.2     “RZT Service” means Razorthink’s aiOS Software as a Service as specified in each Subscription Order including RZT Documentation, RZT Content, Support Services and Professional Services deliverables.

1.3    “RZT Content” means Razorthink owned or licensed Technology used by the RZT Service.

1.4    “RZT Documentation” means documentation and help related to the RZT Service.

1.5    “Order” means an ordering document under this Agreement that is entered into between Customer and Razorthink including Subscription Orders and Orders for Support and Professional Services.

1.6     “Professional Services” means all implementation, training, configuration, data migration, consulting, and professional services performed by or on behalf of Razorthink for Customer pursuant to this Agreement.

1.7    “Sensitive Data” means data subject to special controls due to information security and privacy laws within any relevant jurisdiction (US, EU, Canada, etc.) including, but not limited to PII, PCI, GDPR, PHI, HIPAA and FERPA.

1.8    “Services” means the RZT Service, Support Services, and Professional Services, collectively.

1.9    “Subscription Orders” means an Order for the purchase of a subscription for the RZT Service.

1.10  “Support Services” means ongoing monitoring, maintenance and technical support services for the RZT Service.

1.11  “Technology” means the technology, knowledge, techniques, procedures, routines, methods, tooling, content, models, analytics, applications, user interface, datasets, and other materials owned by a Person that have been developed or acquired by that Person, together with all derivative works, improvements or modifications to any of the foregoing, and all intellectual property rights and other rights associated with the foregoing.

1.12  “Person” means any means any individual, partnership (whether general or limited), limited liability company, corporation, or other entity.

1.13  “Users” means individuals who are authorized by Customer to use the RZT Service, for whom subscriptions to the RZT Service have been purchased (where applicable), and who have been supplied user identifications and passwords by Customer or Razorthink. Unless otherwise specified in a Subscription Order, Users must be an employee, consultant, contractor, or agent of the Customer who are using the RZT Service solely on the Customer’s behalf.

2. USE OF THE RZT SERVICE

2.1    Usage Rights and Subscription Orders. Subject to the terms and conditions of this Agreement, Razorthink grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 13.2) right to use the RZT Service solely as described in each Subscription Order.

2.2    Subscription Orders. Customer’s right to use the RZT Service including Limitations and the Subscription Term are described in one or more Subscription Orders.

2.3    RZT Content. Customer has the right to internally use RZT Content during the term of the applicable Subscription Order.

2.4    Use of the RZT Documentation. Customer may use the RZT Documentation solely in connection with the use of the RZT Service in accordance with this Agreement.

2.5    Usage Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties to a) make the Services available to anyone other than Users; b) use the RZT Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; c) use the RZT Service to store or transmit malicious code; d) interfere with or disrupt the integrity or performance of the RZT Service; e) attempt to gain unauthorized access to the RZT Service or its related systems or networks; f) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the RZT Service in any form; g) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the RZT Service; h) access all or any part of the RZT Service or RZT Documentation in order to build a product or service that competes with the RZT Service; i) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise make the RZT Service, RZT Content or RZT Documentation available to any third party; or j) circumvent or disable any security or other technological features of the RZT Service.

2.6    Compliance. Razorthink has the right to disable access to or otherwise remove any content that is in violation of this Agreement or that is the subject of a claim by a third party that may be in violation of this Agreement, including claims that the content includes copyrighted or otherwise protected or confidential information or that the content includes defamatory, libellous or other actionable content.

3. CUSTOMER’S RESPONSIBILITIES

3.1    Account Credentials. Customer is responsible for all User Accounts including maintaining the confidentiality of the user identifications, passwords and account information.

3.2    Compliance with Laws. Customer is responsible to use the RZT Service, RZT Content and RZT Documentation in compliance with all applicable laws and regulations including, but not limited to, laws related to privacy (whether applicable within the United States, the European Union, or otherwise), intellectual property, consumer and child protection, obscenity, libel and defamation.

3.3    Protection against Unauthorized Use. Customer is responsible to use reasonable efforts to prevent any unauthorized use of the RZT Service and immediately notify Razorthink in writing of any unauthorized use that comes to Customer’s attention. If there is an unauthorized use by anyone who obtained access to the RZT Service directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by Razorthink to prevent or terminate unauthorized use of the RZT Service.

3.4    Customer Data. Customer is responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which Customer acquired Customer Data.  Unless otherwise agreed to by Razorthink in a Subscription Order, Customer is responsible to ensure Customer Data does not include Sensitive Data. 

3.5    Usage. Customer is responsible to use the RZT Service only in accordance with the RZT Documentation, the terms of a Subscription Order and the terms of this Agreement.

3.6    Audit. Customer is responsible to permit Razorthink to audit Customer’s use of the RZT Service. An audit may be conducted no more than twice per year with reasonable prior notice. If an audit reveals that Customer has underpaid any fees due to Razorthink, Customer will pay to Razorthink all underpaid fees within 10 business days of receiving written notice of such underpayment.

4. RAZORTHINK RESPONSIBILITIES

4.1    Provision of Purchased Services. Razorthink will (a) make the RZT Service available to Customer pursuant to this Agreement and the applicable Subscription Orders (b) provide Support Services specified in Attachment 3 at no additional charge, and/or upgraded support if purchased and specified in an Order, and (c) provide Professional Services in a professional manner in accordance with applicable Orders.

4.2    Protection of Customer Data. Razorthink is responsible to maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data while performing its obligations as described in an Order. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Razorthink personnel except (a) to provide the services per this Agreement and prevent or address service or technical problems, (b) as compelled by law, or (c) as Customer expressly permits in writing.

5. FEES AND PAYMENT

5.1    Fees. Customer will pay Razorthink the fees specified in this Agreement, plus any applicable sales, use, excise, or other taxes in United States dollars.  Unless otherwise specified in the applicable Order, payment obligations are non-cancelable and fees paid are non-refundable. 

5.2    Payment Terms. Unless otherwise specified in the applicable Order, Razorthink with charge the Customer provided Payment Method when fees are due. 

5.3    Cancellation and Suspension of Service. If the Customer provided Payment Method fails, Razorthink may, without limiting Razorthink’s other rights and remedies, cancel or suspend the Services.

5.4    Payment Disputes. Razorthink will not exercise Razorthink’s rights under Section 5.3 (Suspension of Service) above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.5    Taxes. Other than net income taxes imposed on Razorthink, Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from this Agreement.

6. TERM AND TERMINATION

6.1    Agreement Term. The term of this Agreement will commence upon the Effective Date and continue until the later of i) 3 years or ii) 6 months after all Orders hereunder have expired or have been terminated. (the “Term”).

6.2    Subscription Order Term and Renewals. The term for each Subscription Order will commence on the effective date of the applicable Subscription Order. Unless otherwise specified in the Subscription Order, the term will be for one year and automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.  Unless expressly provided in the Subscription Order, the pricing for a renewal term will be at Razorthink’s applicable list price in effect at the time of the applicable renewal.

6.3    Termination for Material Breach. Either party may terminate this Agreement or an Order if the other party does not cure its material breach of this Agreement or Order within 14 days of receiving written notice of the material breach from the non-breaching party. At the non-breaching party’s election, that termination will apply only to the applicable Order and related Services and not to other Orders governed by this Agreement. Termination of this Agreement will terminate any then-outstanding Orders. Termination in accordance with this Section 6.3 will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 14-day cure period.

6.4    Post-Termination Refunds and Payments. If an Order is terminated by Customer in accordance with Section 6.3, Razorthink will refund Customer any prepaid fees covering the remainder of the term of all Orders after the effective date of termination. If this Agreement is terminated by Razorthink in accordance with Section 6.3, Customer will pay any unpaid fees covering the remainder of the term of all Orders. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to Razorthink for the period prior to the effective date of termination.

6.5    Post-Termination Obligations and Rights. If an Order is terminated for any reason, Razorthink may disable access to and Customer will cease all use of the RZT Service pursuant to the applicable Order.  Razorthink will delete all Customer Data pursuant to the applicable Order within 30 days of termination.

6.6    Survival. Sections 2.5, 3.3, 3.6, 5, 6, 7, 8, 9.2, 10, 11 and 13 will survive the termination of this Agreement.

7.  PROPRIETARY RIGHTS

7.1    Reservation of Rights. Customer will not have any rights to the RZT Service, RZT Content or any Technology of Razorthink except as expressly granted in this Agreement. Razorthink reserves to itself all rights to the RZT Service, RZT Content and Technology of Razorthink not expressly granted to Customer in accordance with this Agreement.

7.2    Customer Data. All rights, title, and interest in and to Customer Data are and will remain the property of Customer. Customer grants to Razorthink a worldwide, limited-term license to host, copy, transmit and display Customer Data solely as necessary to provide the Services in accordance with this Agreement.

7.3    License to Razorthink. Customer grants to Razorthink a worldwide, perpetual, irrevocable, royalty-free license to use, sublicense and incorporate into Razorthink products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to this Agreement.

8. CONFIDENTIALITY

8.1    Definition. “Confidential Information” means all confidential information disclosed by or otherwise obtained from a party (“Disclosing Party”) to or by the other party (“Receiving Party”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s “Confidential Information” includes Customer Data; Razorthink’s “Confidential Information” includes the Services; and Confidential Information of each party includes the terms and conditions of this Agreement, all Orders (including pricing), business and marketing plans, technology, technical information, product plans, product designs, and business processes disclosed by or on behalf of the applicable party. However, “Confidential Information” does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

8.2    Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (b) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those in this Section 8.

8.3    Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, so long as the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9.  WARRANTIES AND DISCLAIMER

9.1    Mutual Warranties. Each party represents and warrants to the other that this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against that party in accordance with its terms.

9.2    Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

10.  INDEMNIFICATION

10.1  Indemnification by Razorthink. Razorthink will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Razorthink in writing of a Claim Against Customer, provided Customer (a) promptly gives Razorthink written notice of the Claim Against Customer, (b) gives Razorthink sole control of the defense and settlement of the Claim Against Customer (except that Razorthink may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Razorthink all reasonable assistance, at Razorthink’s expense. If Razorthink receives information about an infringement or misappropriation claim related to a Service, Razorthink may in Razorthink’s sole discretion and at no cost to Customer (i) modify the Service so that it is no longer claimed to infringe or misappropriate, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Customer’s use of the Services in violation of this Agreement, the RZT Documentation or the applicable Order.

10.2   Indemnification by Customer. Customer will defend Razorthink against any claim, demand, suit or proceeding made or brought against Razorthink by a third party alleging that any Customer Data infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services in violation of the Agreement, the RZT Documentation, Order or applicable law (each a “Claim Against Razorthink”), and Customer will indemnify Razorthink from any damages, attorney fees and costs finally awarded against Razorthink as a result of, or for any amounts paid by Razorthink under a settlement approved by Customer in writing of, a Claim Against Razorthink, provided Razorthink (a) promptly gives Customer written notice of the Claim Against Razorthink, (b) gives Customer sole control of the defense and settlement of the Claim Against Razorthink (except that Customer may not settle any Claim Against Razorthink unless it unconditionally releases Razorthink of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense.

10.3  Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any claim described in this Section 10.

11.  LIMITATIONS OF LIABILITY

11.1  Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 FEES AND PAYMENTS.

11.2  Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12.  CUSTOMER LIST

Subject to Customer’s reasonable brand guidelines, Razorthink may include Customer name and logo, in Razorthink’s lists of other customers of the Services, in printed or web-based marketing materials (including its website) and in Razorthink’s sales presentations.

13.  GENERAL

13.1  Relationship. Razorthink will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of this Agreement.

13.2  Assignability. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Orders), without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.3  Non-Solicitation. During the period commencing on the Effective Date of this Agreement and ending one year following the Termination Date, the Customer shall not, without Razorthink’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of Razorthink; or (ii) hire, on behalf of the Customer or any other person or entity, any person who has left the employment of Razorthink within one year following the termination of that person’s Razorthink employment.

13.4  Subcontractors. Razorthink may utilize subcontractors or other third parties to perform its duties under this Agreement so long as Razorthink remains responsible for all of its obligations under this Agreement.

13.5  Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the Cover Page of this Agreement and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section 13.5. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.

13.6  Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.

13.7  Mitigation. Each party must mitigate the impact of any damage arising out of or related to this Agreement.

13.8  Governing Law. The Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts in Delaware in connection with any action arising out of or in connection with this Agreement.

13.9  Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of that party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

13.10   Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the RZT Service or RZT Content under this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the RZT Service or RZT Content will immediately terminate.

13.11   Counterparts. The Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. The Agreement may also be executed and delivered by facsimile and that execution and delivery will have the same force and effect of an original document with original signatures.

13.12   Entire Agreement. The Agreement, including all attachments and Orders, is the final and complete expression of the agreement between these parties regarding Customer’s use of the RZT Service. The Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement being executed.


ATTACHMENT 3
SUPPORT SERVICES

Unless otherwise specified in a Subscription Order, the following Support Services will apply for each Subscription Order.  Razorthink may change the terms of its Standard Support Services from time to time at its sole discretion.

1.    Razorthink Availability. Razorthink will use commercially reasonable efforts to make Razorthink available 24 hours a day, 7 days a week, except for: (i) planned downtime and (ii) any unavailability caused by circumstances beyond Razorthink’s reasonable control including but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

2.    Razorthink Support. Users must submit cases electronically. A Razorthink Support Representative will use commercially reasonable efforts to promptly resolve each case consistent with its Severity Level.  Actual resolution time will depend on the nature of the case and the resolution. A resolution may consist of a fix, workaround or other solution in Razorthink’s reasonable determination.  All Razorthink support is in English.

3.   Excluded Items. The following are the responsibility of the User are not provided as part of Standard Support Services; i) assistance with password resets, ii) assistance with products or technologies other than Razorthink, and iii) integration with other systems

4.   Reproducing Errors. Razorthink must be able to reproduce errors to resolve them. Customer agrees to cooperate and work closely with Razorthink to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and appropriate.

5.  Severity Levels. Issues will be generally categorized and handled according to an assigned severity level, as follows:

Severity Level

Description

Severity 1 – Critical

Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available.

Severity 2 – Urgent

Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available.

Severity 3 – High

System performance issue or bug affecting some but not all users.  Workaround is available and / or users are still able to accomplish most tasks.

Severity 4 –Medium

Inquiry regarding a routine technical issue, information requested on Razorthink capabilities or minor bug with no material impact on users. Workaround available or not required.