Invicti Premium Support Addendum to Subscription Services Agreement

This Addendum (“Addendum”) complements the Subscription Services Agreement (“SSA”) and is entered into and agreed upon by and between you, either an individual or an entity, and your Affiliates (“Company”) and the Invicti entity identified in the SSA as of the start date of Premium Support provided for in Section 2.5 of this Addendum (“Effective Date”). All capitalized terms will have the meaning given to such terms in the SSA unless a different meaning is provided in this Addendum. In addition to the terms in the SSA, the following terms apply:

1. ACTIVE SUBSCRIPTION; APPLICABILITY.  As of the Effective Date, Company represents and warrants that all licenses for which Company is buying Premium Support (defined below) have an active Subscription license as of the date hereof. Invicti will only provide Premium Support for Company’s Invicti licenses with an active Subscription.

2. INVICTI PREMIUM SUPPORT. Upon receipt, processing, and invoicing of a purchase order for Premium Support and subject to the terms of this Addendum and the SSA, Invicti will provide Company with the following additional support (“Premium Support”) for the applicable Software licenses during the Premium Support Term (defined below):

2.1 Service Level Guidelines. Invicti will use commercially reasonably efforts to adhere to the following targeted initial response times based on Company’s location and designation (whether written or oral) to Invicti at the time of the request:

DesignationDefinitionTargeted Initial Response Time
UrgentThe product is non-functional and/or has an unrecoverable service failure. Critical Business Impact.1 hour or less from Company’s case creation (Web ticket or phone).
24×7 Priority Routing.
HighThe product is functional but with consistent issues or one product area is nonfunctional. Functionality is severely degraded. Some business impact.2 hours or less from Company’s case creation (Web ticket or phone) during the following hours:
24×7 Priority Routing.
MediumThe product is functional with minor or intermittent issues. Occasional functionality degradation. Minimal business impact.4 hours or less from Company’s case creation (Web ticket or phone) during the following hours:
24×7 Priority Routing.
LowThe product is functional with no apparent issues. Requests for upgrade documentation, feature requests, technical information, how to questions, product use questions. No business impact.6 hours or less from Company’s case creation (Web ticket or phone) during the following hours:
24×7 Priority Routing.

2.2 Account Incident Management. At least one Invicti support representative will work with the Company’s designated technical support team to assist in the resolution of identified and reproducible issues.

2.3 Annual Environmental Health Check. Upon Company’s request, Invicti will provide Company a health check of the Company’s Invicti environment once per year. The checkup will consist of a high-level overview of Company’s environment which may include Invicti Software diagnostics, a high-level overview of Company’s Software implementation, and information related to improving Invicti Software performance based on the Documentation. Invicti and Company will mutually agree in writing on the date(s) for the checkup to be completed.

2.4 Term. Premium Support starts on the day Invicti invoices Company for Premium Support or the day Invicti notifies Company in writing (including electronic communications) that Company’s order for Premium Support has been processed. Premium Support shall be set to co-term with the Subscription Term for the applicable Invicti software licenses receiving Premium Support unless terminated earlier in accordance with section 3 (Expiration; Termination) of this Addendum (“Premium Support Term”).

3. EXPIRATION; TERMINATION. Premium Support will automatically expire without notice if Company fails to maintain an active Subscription for all applicable Invicti software licenses receiving Premium Support or after the Premium Support Term. Invicti may terminate this Addendum and Premium Support upon 15 days prior written notice for any material default or breach of the terms and conditions of this Addendum or of the Invicti SSA, unless Company has cured such breach or default within such 15-day period. However, there will be no cure period for a breach of the license restrictions contained in the Invicti SSA or if Company misappropriates any of Invicti intellectual property rights.

4. GENERAL EXCLUSIONS. Invicti is not obligated to (a) provide any support other than what is offered under the SSA and this Addendum, or (b) perform Premium Support if Company fails to pay all applicable fees when due. Company acknowledges that Premium Support does not include developing custom scripts, templates or queries; analyzing or troubleshooting performance issues resulting from or related to third party products; or controlling Company’s environment to perform installations, configurations, migrations, or upgrades. Invicti will not go on site to the Company to perform any support offered either under this Addendum or the Support Agreement.