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HomeMy WebLinkAbout2010-183 License Agrmt - TeleStaff Software Contract Rel'ision Date: 02/19109 iii TeleStaff SOFTWARE LICENSE AGREEMENT TELESTAFF LICENSE AND ANNUAl SERVICE AGREEMENT This Agreement rAGREEMENr) made by and between Principal Decision Systems International rPDSlj that has its principal place of business at 50 Corporate Park. Irvine, CA 92606, and Ashland Police (-CUSTOMER"), that has its principal place of business at 1155 East Main St. Ashland, OR 97520, for the exdusive use of CUSTOMER shall be subject to the following terms and conditions: Whereas, PDSI has developed a telecommunlcationstcanputer technology, which consists of certain software known as TELESTAFF; and Whereas, PDSI imposes certain license requirements on customers desirous of purchasing a license for TELESTAFF software (TELEST AFF); and Whereas. CUSTOMER wishes to contract with POSI to: (1) license full use of purchased'TELESTAFF modules. (2) baln CUSTOMER on its configuration and use, and (3) support daily use of TELESTAFF; and Whereas. POSI is wiDing to contract with CUSTOMER to: (1) grant CUSTOMER a license for full use of purchased TELESTAFF modules. (2) baln CUSTOMER on i18 coofiguralion and use, and (3) support daUy use 01 TELEST AFF; Now, therefore, In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and lntending to be legally bound hereby, POSI and CUSTOMER do hereby agree as foUCM'S: 1. OwnershiD and Ucense of TELESTAFF , Except as provided herein at paragraph 2, POSI hereby grants to CUSTOMER a license to use TELESTAFF in object code form. CUSTOMER shall abide by the terms and conditions of this license as stated herein. The parties recognize and acknowledge that ownership of TElESTAFF shall remain 'Nith POOl. 2. CoDvriahtand ProorietarvProtec:tion. (a) TElESTAFF is owned by POSI, and is protected by United States and international copyright laws and international trade provisions. CUSTOMER must treat TELESTAFF like any other copyrighted material. This License and CUSTOMER's right to use TELESTAFF shall terminate automatically if CUSTOMER violates any part of this AGREEMENT. In the event of termlnation for any reason other than nOrKenewal of Service and Support as desaibed herein at Section 10, CUSTOMER shall immediately cease all use of TELESTAFF, and CUSTOMER agrees not to share any technical documentation with other parties. CUSTOMER shall have sixty days after the date ServJce and Support concludes to migrate to another solution. PDSI shall offer support for migration activities on a time and materials basis. (b) CUSTOMER shall not: (i) Modify TELESTAFF and/or merge it into another program for CUSTOMER use except by express, written permission from PDSI. Any portion of TElESTAFF merged into another program following the express, written pennission from POSI will be subject to the terms of this AGREEMENT; (ii) Reverse engineer, disassemble, decompile, or make any attempt to discover the soorce code or methodology of TELESTAFF; (iii) Copy TElESTAFF for any reason other than to make one backup copy in machine-readable form for archival purposes; (iv) Use software other than TElESTAFF to connect directly to the Sybase database to perform TElESTAFF functions on the assigned database, except for software used by CUSTOMER for audIting, security, backup, or related purposes. CUSTOMER acknONledges that direct connection to the database for purposes other than those stated violates the OEM agreement between POSI and Sybase. (v) In the event POSI ends operations, enters bankruptcy, or divests itself of TElESTAFF software in any way, the CUSTOMER shall have access to TElESTAFF source code, maintained in esaow, for the sole purpose of maintaining the software to meet the CUSTOMER'S operating needs. Under these circumstances CUSTOMER shall not share source code with any party other than PDSI and its designees. TefeStaff Ucense Agreement Las/Updated: 10/12/2010 Page 1 0'4 CUSTOMER INITIALS: - COl1lrac( Rel';s;oll Date: 02//9/09 3. . Execution Date. The Execution Date Is defined as the date this AGREEMENT Is signed by authorized agents of CUSTOMER and PDSI. 4. Term. This AGREEMENT is effective and binding on the parties upon the Execution Date as defined In paragraph 3 herein and shall rer;;;n In effect for a term of one (1) year, unless terminated as provided herein. On each anniversary date thereafter, this AGREEMENT shall automatically renew for a term of one (1) year, unless otherwise terminated as provided herein. 5. Product ComDonent&. The following constitutes a list of TElESTAFF components, services and associated fees that CUSTOMER does hereby agree to purchase from PDSI available In connection with the use of TElESTAFF. Initial ComDonent TElEST AFF Enterprise Software Ucense for 40 POLICE Staff Members TElEST AFF Implementation Services for 40 POLICE Staff Members TElEST AFF Phase 2 Implementation Services for 40 POLICE Staff Members One year of PDSI-hosted Web Access for 40 Staff Members Sybase Concurrent Connection. (1) QIy: 4 8ectronlc timecard 10% MULTI-AGENCY DISCOUNT Tota'lnitial Acquisition Cost 6. Pricina. POSI agrees to the fees reflected above in paragraph 5 until 1212112010. Fee $ 5.600 $ 8,000 $ 5,000 Included $ SOO waived $-1.910 $ 17.190 7. Pavments. Upon successful delivery of software and services, CUSTOMER agrees that an pricing and amounts due hereunder are based on United States currency and that all amounts remaining unpaid for more than thirty (30) days following the date of the invoice shan be subject to an Interest charge at the monthly rate of 1.5%. CUSTOMER does hereby agree to the payment terms for each component Initial ComDonent TELESTAFF Enterprise Software Ucense and applicable Sales Tax for 40 Staff Members TElEST AFF Implementation Service. for 40 POLICE Staff Members TElEST AFF Phase 2 Implementation Services for 40 POLICE Staff Members One year of POSI-hosted Web Access for 40 Staff Members Sybase Concurrent Connections (1) and applicable Sales Tax Due Due Upon Delivery of T eleStaff Software CD version 2.x Due Upon Delivery of TeleStaff Software CD version 2.x Due Upon Completion of advanced configuration training, as described in Appendix A. Due Upon Delivery of TeleStaff Software CD version 2.x Net 60 Days 8. Travel Exoenses. CUSTOMER agrees to pay for all approved travet expenses related to TELESTAFF Implementation and training sefVices as defined in Appendix A. POSI agrees that aD travel arrangements will be coordinated with CUSTOMER, and travel costs will be provided to CUSTOMER for approval. 9. Imolementation Services. Implementation Services Include configuration of TElESTAFF as defined In Appendix A. CUSTOMER acknowledges that training and/or reconfiguration requested by CUSTOMER in addition to that defined in Appendix A will be at an addlUonal cost. POSI agrees to provide a price quo1e for all services CUSTOMER requests before beginning work. POSI agrees to track all work and provide CUSTOMER 'It'ith an invoice for the services within thirty (30) days of successful completion of the sefVice. CUSTOMER agrees to pay all Invoices within thirty (30) days of receipt; all amounts past due will be charged interest in accordance with paragraph 7. 10. TeleDhonv Service. CUSTOMER acknowledges that the telephony capabilities Included in TElESTAFF are designed to be compatible with POTS analog phorIe sefVice from a local phones services provider, and that PDSI warrants the correct operation of the TElEST AFF telephony components only when connected to POTS analog phone lines. Should CUSTOMER attempt to connect TElESTAFF to PBX or other digital phone services, POSI will not warrant correct telephony behavior nor will provide support for CUSTOMER's unique telephony solution. 11. Annual Service and SuoDOrt. Service and Support of TElESTAFF is provided at no additional charge during the first twelve (12) months following the execution Date. See Appendix B for the definition of SefVice and Support. CUSTOMER does hereby acknowtedge that on each anniversary of the Execution Date, CUSTOMER may renew service and support under the foIloVting events: Initial 1iRDl. . g TElESTAFFfor4O POLICE Staff Members -1st Anniversary of the Execution Date Subsequent anniversaries during tenn I PaYment $ 1.008 3% maximum increase over previous annum Te/eStaff Ucense Agreement LastUpdated: 10112/2010 Page20f4 CUSTOMER INITIALS: - C011lraCf Revj,\'jOI1 Dafe: 02/19/09 Should CUSTOMER elect not to renew Service arid Support on the anniversary of any Execution Date, CUSTOMER acknowledges that any subsequent re-enrollment for Service and Support will only be accepted by POOl after CUSTOMER pays PDSI the Service and Support fees for the lapsed periods. In addition, CUSTOMER acknowtedges that PDSI may assess CUSTOMER a Service and Support re-instatement fee that will not exceed ten percent (10%) of the Service and Support fee for the lapsed periods. PDSI reserves the right to discontinue Service and Support of previous releases of TELEST AFF as defined in Appendix B. Should CUSTOMER increase the licensed capacity of TELEST AFF, CUSTOMER acknowledges that Annual Service and Support will increase as specified in Section 13 beginning with the next rene'ltV8l period. 12. Web Access. Access to TELESTAFF via the web is hosted by PDSI. CUSTOMER does hereby acknowledge that on each event and for the fee specified below, CUSTOMER can renew web access: Initial Event ~ Web Access for 40 POLICE Staff Members - Due 1 month after 1st Anniversary of completion of deployment as described in Appendix B Subsequent anniversaries during tenn PaYment $ 705 per annum 3% maximum Increase over previous period Should CUSTOMER elect not to renew web access or fail to pay the usage fee specified above in advance the subsequent 12 month period, CUSTOMER acknCM1edges that PDSI will disable CUSTOMER access from the Internet. PDSI agrees that "Neb access will be up and that CUSTOMER will have full availability. 13. Increases in License CaDacitv: CUSTOMER may increase the capacity of its TELESTAFF license at a future date in increments of 50 staff members for an additional fee. CUSTOMER acknowledges that increasing Its TELESTAFF license capacity will also cause an Increase in Annual Service and Support, and Web Access services (PDSI-hosted Usage or Self-Hosted License and Annual Service and Support), if applicable. The following table shows the current pricing for all upgradeable components, however, pricing is subject to change without notice. Increases In TELESTAFF Annual Service and Support, PDSI-Hosted Web Access, and Self-hosted Web Access Annual Service and Support YAU be reflected at the first invoicing cycte falowing any TELEST AFF License Upgrade. a ~ TELEST AFF License Upgrade TELESTAFF Annual Service and Support PDSI-hosted Web Access Usage Fee Of applicable) PaYment $ 7,500 per 50 staff members 20% of TELEST AFF Ucense Upgrade PLUS current AnnuaJ Service and Support amount 14% of TELESTAFF License Upgrade PLUS current WEBST AFF Usage amount $ 3,000 per 50 staff members 20% of Web Access Setf-hosted License Upgrade Web Access Self-Hosted License Upgrade (if applicable) Web Access Self-Hosted Annual Service and Support (if applicable) Hour1y rate for Additional Training as specified in AppencUx B, ADDITIDNAL TRAINING $ 200 per hour or $500 per 4 hour online dass 14. Limited Warranty. PDSI WARRANTS TELESTAFF TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE AND TO OPERATE IN REASONABLE ACCORDANCE WITH CURRENT TELESTAFF USER MANUALS. HOWEVER, POSI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN TELESTAF;F WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF TELESTAFF WILL BE UNINTERRUPTED DR ERROR FREE. THE LIMITED WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 15. Limilation of Liabilitv. PDSI'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES SHALL BE THE REPLACEMENT OF TELESTAFF UPON NOTIFICATION OF REPORTED DEFICIENCIES. IN NO EVENT WILL PDSI BE LIABLE TO CUSTOMER, OR ANY THIRD PARTY. FOR ANY CLAIMS OR DAMAGES, INCLUDING ANY LOST WAGES, LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. ARISING OUT OF THE USE OR INABILITY TO USE TELESTAFF EVEN IF PDSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 16. Indemnification. PDSI agrees to Indemnify, defend and hold harmless Customer, its trustees, officers, agents and employees from any and aD UabDity, loss, damage and expenses (including attorney fees) CUSTOMER may suffer as the result of claims, demands, costs or judgments which may be made Or instituted against CUSTOMER due to PDSI'S failure to adhere to the terms of this Agreement; however, PDSI shall not be required to indemnify CUSTOMER for claims or damages that result from CUSTOMER'S own negligent or intentional misconduct. 17. Tennination. This AGREEMENT shall terminate upon the foBowing events: (a) In the case of an event of default (if CUSTOMER or PDSI fails to satisfy any of its respective covenants, duties or obligations under this AGREEMENT), the non-defaulting party shall have the option to terminate this AGREEMENT. In the event of default, the non-defaulting party shall give written notice to the defaulting party of the alleged default and give such party at least thirty (30) days in which to cure the alleged default. If the defaulting party does not satlsfadorUy cure its default, the non-defaulting party has the right to terminate upon thirty (30) days additional written notice stating.the defaulting party's failure to cure the default; TeleStaff Ucense Agreement Las/Updated: 10/1212010 Page3of4 CUSTOMER INITIALS: - C'onO•ocl Revision Oam-02119109 (b) By mutual consent between both parties; 18. Miscellaneous Provisions, ' (a) Amendments. This AGREEMENT shall not be modified or amended except by another agreement In wrlling executed by the parties hereto. (b) Entire Agreement. This AGREEMENT, including Appendices A and D attached hereto, supersedes all prior discussions, understanding and agreement between the parties with respect to the matters contained herein•and constitutes the entire agreement between the parties with respect to the maltem contemplated herein. (o) Governing law. This AGREEMENT shall be construed and enforced In accordance with the laws of the State of California. (d) Taxes: CUSTOMER agrees to pay any tax assessed on Product Components as specified In this agreement,if applicable. (e) Notices. All notices, requests• demands and/or other communications required or permitted to be given or made by this AGREEMENT shell be In writing and shall be delivered by commercial overnight delivery services which provides for receipt,or mailed by certified mail,return recelpt requested,postage prepaid and addressed to the parties at the addresses referenced abovo. Any party may change He address for purposes of this AGREEMENT by notice In writing to the other party. (f) NoWelve r. No failure on the part of any party hereto to exercise,and no delay In exercising any right,power orremedyor partial exercise of any right,power or remedy by any party%NII preclude any other or future exercise of any other right,power or remedy orpartial right,power or remedy. No express walver of assent by any party hereto to any default in any terra or condition of this AGREEMENT shall constitute a walver of or an assent to any succeeding default In the same or any other term or condlllon hereof. (g) Asstf nabllHY. This AGREEMENT shall Inure to the benefit of and be binding upon the parties hereto,their respective heirs, successors,assigns and personal representatives. (h) Pdcirm. Pricing provided for components in Section 5 apply only to PDSI products and services,and not for 3b party products and services that Integrate with or relate to TeleSlaff(unless otherwise noted). IN WITNESSWHEREOF air 7tleaa have signed this AGREEMENT on the day and year first above written. Principal Decision state often 1100SI) . Ashland Police Dooart/menf(CUSTOMER) By: By. /�i,lC���✓ Tile: - pr Title: eetip" 4141RY Date: /�/ �//�� Date: j A�rov®ti a�to f TeIeSfaffLicensuAgreement Lesfupdeted: 1011212010 Page4of4 CUSTOMER INITLILS:- , Appendix Revision Dale: 08/16/1U Appendix A - TELEST AFF Implementation Services Partnership Agreement IT IS EXTREMELY IMPORTANT THAT CUSTOMER READ AND UNDERSTAND THE FOLLOWING: For the fee for Implementation Services specified in paragraph 5 of this AGREEMENT, PDSI will train CUSTOMER staffing administrators on the operation of TeleStaff and will train CUSTOMER on how to configure the TeleStaff system using CUSTOMER data. The folloYiing steps comprise a summary of the TeleStaff Implementation Services. NOTE: This Appendix outlines the recommended approach to the implementation process, based on PDSI's experience with its customers. Because of the highly configurable nature of TeleStaff, there may need to be changes to the Implementation Process and Services described below. (NOTE: A PROJECT PLAN DETAILING SPECIFIC CUSTOMER DELlVERABLES, MILESTONES, AND SCHEDULE WILL BE DEVELOPED BY CUSTOMER AND PDSI DURING THE PROJECT.) DEPLOYMENT PLAN: The following tasks are part of the Deployment Implementation Process. When a customer completes these tasks they will be In production with the TeleStarr Roster and Calendar and will be able to reap the benefits associated with centralized staffing, audit trails, emergency notifications, reports, and feeds to down stream systems In following a fast track approach. At the end of this process. users will be able to request leave. sign up for overtime, and respond to emergency call outs via phone, client, or web access, . Project Initiation: The PDSI Customer Sales Representative transfers all pertinent CUSTOMER information gathered during the sales process to the PDSI Project Manager (PM). An INTRO CALL with the PM, Sales Representative, and CUSTOMER SPONSOR will be held to discuss expectations, and roles and responsibilities. This meeting is to ensure the appropriate resources are assigned to the CUSTOMER project team and that the scope of the project is accurately defined. A TECH CALL with the PM and CUSTOMER SPONSOR, LEAD and IT REPRESENTATIVE, will be held to review hardware and software specifications. If successful implementation is not possible due to hardware or software constraints, this contract will terminate and CUSTOMER will only be responsible for payment of services rendered as of the date of termination. The PM is responsible for guiding the CUSTOMER through the implementation process; however, the CUSTOMER Is UL TlMATEL Y RESPONSIBLE FOR A SUCCESSFUL IMPLEMENTATION. which includes allocating the appropriate resources. Once the information has been transferred, the PM will send the CUSTOMER an Implementation, Welcome Packet containing an overview of the Implementation Process and information on how to prepare for T eleStaft. . Project Planning: A PROJECT PLAN CALL with the PM, CUSTOMER SPONSOR and LEAD will be held to create and refine the project plan. The Project Plan details the specific tasks with due dates, predecessors, and owner. The plan also details the customer and PDSI deliverables. milestones, and status. After the call, a Project Plan will be provided to the CUSTOMER. The Project Plan will be mutually agreed upon and binding on both parties. The Project Plan shall be completed within two weeks of contract execution. . Project K1ck-Oft. The PM and CUSTOMER Project Team will hold.a K1CK-OFF CALL to review the Project Plan, with particular focus on project scope, objectives, product functionality, project team roles and responsibilities, and a road map for the implementation. Dates for CONFIGURATION TRAINING(S) will be discussed. Lastly, the PM will direct CUSTOMER to review the training videos and review training manuals which can be downloaded from the T eleStaff website. In order to understand basic TELEST AFF functionality and terminology, it is imperative that every member of the Project Team reviews this tutorial BEFORE DATABASE REVIEW. CUSTOMER will provide Daily Detail Roster Sheets before DATA COLLECTION. . Hardware Setup: Prior to DATABASE REVIEW, CUSTOMER must have TELESTAFF server and software installed and functional. PDSI will ship any TELESTAFF hardware (that was purchased through PDSI - dialogic telephony cards, dongles, etc.) to the CUSTOMER and provide the necessary installation documentation. . Data Collection: This phase begins with a DATA COLLECTION Web Conference call with the PM and the Project Team, during which the PM will instruct the Project Team to collect, organize, and format pertinent CUSTOMER data for the creation of the TELESTAFF database. During the caU, the PM will review organization structure with the CUSTOMER. The CUSTOMER will provide the data which the PM will use to create a database. . Database Review: Once PDSI receives all pertinent data from the CUSTOMER, the PM will create a TELESTAFF database. The PM and CUSTOMER review the initial database (via Web Conference). The PM will make recommendations to the CUSTOMER as to how to rework the database to accurately reflect the CUSTOMER organizational structure. The CUSTOMER will then spend time re-working the database. . Deployment Configuration: The PM will wort< with the CUSTOMER via Web Conference calls to perform basic configuration ofTeleStaff, including work codes and rules associated with wort< code usage. After each call, the CUSTOMER will apply the acquired knowledge and complete the setup tasks. . Testing & End-tlser Training: Once the roster and wort< codes are configured by the CUSTOMER, rigorous testing must be undertaken by CUSTOMER. CONFIGURATION TESTING must include testing of all components that the CUSTOMER needs for Deployment of the roster, calendar, and work. codes, which may include: phones, Contact Manager, Line Manager, Task Manager. E-mail Manager, Fax Manager, and the Gateway (in the case that the system is interfacing with a Third-party application). After TELESTAFF is installed and CUSTOMER has tested the system and confirmed that there are no problems with the hardware and software configurations, CUSTOMER will be responsible for creating a test plan to ensure TELESTAFF is property configured to meet CUSTOMER's individualized requirements and wort< is satisfactory for acceptance. Customer will assign super users to test the system, creating test scripts, and conducting any configuration re-work necessary to get the system ready. CUSTOMER is also responsible for end-user training (including creating a training plan, creating training documentation, and conducting super-user and end-user training classes). . Deployment: Deployment is typically in 2 stages: parallel testing for 2 weeks, then full Deployment of the roster, calendar, and work codes in a production environment throughout the entire organization. Te/oStaffUcensoAgroementAppondixA Las/Updated: 10/12/2010 Pagol a/2 CUSTOMER INITIALS: \ Appendix Revision Dale: 08/16/10 Advanced Configuration Plan ;s PHASE 2 of Implementation. These services apply if section 5 of (h'e license agreement has ine/uded the fees associated with PHASE 2. ADVANCED CONFIGURATION PLAN: The following tasks are part of the Advanced Configuration Process. Once the CUSTOMER has successfully deployed the TeleStaff Roster, Calendar, and Work Codes Into a production envlronmen~ they can proceed to the Advanced Configuration Process to add Intelligent staffing functionality to TeleStaff. At the end of this process, staffers will be able to automate Intelligent staffing functionality In TeleStaff. I Review Project Scope: PM will work with the CUSTOMER to review project scope and objectives. Staffing Process Review: PM will inslruclthe CUSTOMER on how to effectively analyze and document the current process the department follows in order fill any vacancies that occur. After the staffing diagrams are completed, a call occurs with the PM and the core Project Team to review the current staffing process. The current process is defined and, if necessary, revised and standardized within the deparbnent. The PM will create a Project Scope document defining project objectives agreed upon by both parties. . Advanced Configuration Training: CUSTOMER must dedicate appropriate resources to configuration training. The purpose ofthe ADVANCED CONFIGURATION TRAINING is to train the CUSTOMER on how to configure for intelligent staffing. have the CUSTOMER actually configure the data. and begin testing the configuration. ADVANCED CONFIGURATION - The CUSTOMER will have several Advance Configuration options, which are detailed below. The PM will work with the CUSTOMER to determine the appropriate resources to attend ADVANCED CONFIGURATION TRAINING. During this these session(s). the PM will work with the CUSTOMER to configure the CUSTOMER data base with more advance features of TeleStaff. ADVANCED CONFIGURATION OPTIONS: All on-site classes are a maximum 015 days in duration Option A: at PDSI'slraining facility in Irvine, CA on customer's production DB Option B: at PDSI's training facility in Irvine, CA on customer's test DB Option C: at customers' location using customer's production or test DB Option 0: held via a series of web-conferences on customer's production or test DB Option E: at PDSI's training facility remotefy connected to customer's production or test DB . Testing and Training: Once TELESTAFF is fully configured by CUSTOMER, rigorous configuration testing must be undertaken by CUSTOMER. CONFIGURATION TESTING must include testing 01 all components thai CUSTOMER needs for Go-Uve, which may include: phones, Contact Manager, Line Manager, Task Manager, E-mail Manager, Fax Manager, and the Gateway (in the case that the system is interfacing with a Third-party application). CUSTOMER will be responsible for creating a test ptan that ensures TELESTAFF is properly configured to meet CUSTOMER's individualized requiremenls, assigning users to test the system, creating test saipts, and conducting any configuration re-work necessary to get the system ready. CUSTOMER is also responsible for any additional training (including creating a training plan, creating training docwnentation, and conducting super-user training classes). The PM will be available to support this process for the CUSTOMER. . Production with Advanced Functionality: PM and PROJECT TEAM will review the PDSI TeleStaff Help Desk procedures. From this point forward, the Help Desk will be the first point of contact for technical issues with TELESTAFF. Te/eStaff Ucense Agreement Appendix A Las/Updated: 10/1212010 Page2of2 CUSTOMER INITIALS: Appendix B - Annual Service and Support -Nannal Business HoursM are 6:00 AM through 6:00 PM (Pacific Standard Time), Monday through Friday, excluding holidays and other office dosures ~notification of which will be provided to CUSTOMER). All Software Errors reported by CUSTOMER shall be resolved as set forth below. Initial response by POSI will be based upon CUSTOMER's full descrIption of the problem. Resolution response will be based upon the priority assigned by POSI as defined below. If CUSTOMER determines that a Software Error exists, CUSTOMER shall notify POSt through POSI's web portal lhtto:/Islxweb.odsi-software.com/), providing the exact verbiage from error messages, screenshols showing details, and any other infonnatlon relevant to giving an accurate description of the error. The ticket number generated by the portal shall be used for aU subsequent inquiries relating to the original problem. Please contact your Customer Account Manager for a unique login I D and password. Outside of Normal Business Hours, CUSTOMER will open a ticket through the Web Portal then notify PDSI of the problem by telephone. Telephone notification will be made to PDSl's support line at (866) 324-1598. The main support line will be ans\'Vered either by a PDSI representative or an automated attendant at all hours. During Normal Business Hours, each trouble report by phone will be assigned a support ticket number and updates will be entered through the Web Portal. The call will be handled according to the priority assigned by PDSI. In the case of prtority-one problems, as noted below, CUSTOMER may be able to speak directly to a TeleStaff Support Representative if one is availabte. Outside of Normal Business Hours, Priority 1 support, as desaibed In this appendix, will be made avaUable through a pager system. The phone number ls 866-324-1598. Priority 1 support Is available 24 hours per day, 7 days per week to CUSTOMER's with a LIVE status. All other problems will be handled through updates to the ticke~ which generate an emall or a callback. If requested or so stipulated in the response time criteria below, a PDSl representative wiD return the call or e-mail in a manner coosistent with the priority and order in which the call was received. CUSTOMER shall make every effort to respond to PDSI in a timely fashion when requests are made to follow- up calls or additional doClmentation on the reported problem. Priorities are assigned as follows: Priority One Hours of AvalJabUity: 24 hours/day, 7 daYs/\'Veek A critical software error that severely impacts the ability of CUSTOMER to perform ALL automated staffing functions Description: (TeJeStafl is down). This level of priority Is only available to CUSTOMER's that are using TeleStsff In a production environment (LIVE accounts ONLY). During Normal Business Hours, immediate response if a Suppat Representative is available. Otherwise, POSI will Initial Response: respond within one hour. Outside of Normal Business Hours (including holidays), PDSI will respond with a call back within two hours. Afl responses will be provided through the Web Portal (emao) or by callback. Resolution Response: PDSI wiD wofk aggressively to provide CUSTOMER with a workaround soMion or to completely resolve the problem. It is the responsibiltty 01 CUSTOMER to alert PDSI 01 possible Priority-One issues by calling POSI at 86&-324-1598. Notification: PDSI wIU update CUSTOMER of progress frequently during problem resolution and notify CUSTOMER once the workaround has been provided or the problem has been resolved. Priority Two Hours of Availability: Monday through Friday, 6:00 AM ID 6:00 PM, Pacific Standard Time. A non-critical software error, which prevents the user from performing a data entry or system administration function. Description: These do not Include cosmetic, documentation, or reporting problems. These also do not include questions or Inquiries regarding the operation of the software or Its installation and training. During Normal Business Hours, PDSI will respond within three hours. Outside of Normal Business Hours (including Initial Response: holidays), PDSI will respond by the next business day. Afl responses will be provided through the Web Portal (emall) or by callback. Resolution Response: PDSI will provide a workaround for CUSTOMER when possible. POSI will provide a problem resolution in the form of an Upgrade or modification to the Software in an upcoming Update. Notification: PDSI win notify CUSTOMER when a workaround has been provided or the pro~em has been resolved. Priority Three Hours 01 Availability: I Monday through Friday, 6:00 AM to 6:00 PM, Pacific Standard TIme. , Appendix Revisioll Date: 08/16/10. Description: All other software or documentation errors not described above. These indude but are not limited to: I Reporting errors or calculation problems Documentation inaccuracies Cosmetic issues Misspellings Product Enhancement requests Questions or inquiries relating to TeleStaff Software functiona6ty, system administration or installation Initial Response: PDSI will respond to these items if specifically requested to do so at the time of the request. If a reply is requested, PDSI will respond within one Business Day. Resolution Response: POSI will correct documentation errors in upcoming releases of the documentation. Notification: If requested, PDSI will notify the CUSTOMER when a workaround has been provided or the problem has been resolved. Appendix B - Annual Service and Support Continued TeleStaffEnhancements The TeleStaff version number consists of three numbers that define the type of product release. The fonnat of the TeleStaff version number is: Version X,YZ where I Changes in X represent a significant change in product functionality (Major Release) Changes in Y represent an enhancement to the product that increases functionality within the existing Major Release and is typical of an evolving product (Enhancement Release) . Changes in Z represents a minor change to the program to accommodate a software error or cosmetic change (Update Release) Under the TeleStaff Service and Support plan, CUSTOMERs will receive Update Releases and Enhancement Releases as they become available at no additional charge. Major Releases will be available for an additional fee. 4