Talos Subscription Support Terms and Conditions

Version: 2020-04-20

This document describes the Talos Subscription Support terms and conditions.

Definitions

  1. "Talos Software" or the "Software" refers to the combined open source Talos operating system and related components and Talos proprietary software.
  2. “Named Contact” is an individual employee or agent of the Customer, with sufficient technical skills to perform basic administrative tasks in a Linux environment.
  3. Talos Support Portal” refers to the web-based application available at https://support.talos-systems.com
  4. “Out-of-Scope Services” means any services requested by Customer which: (a) are not included in the Subscription or Product purchased by Customer as set forth in the applicable Order Form, or (b) are Subscriptions or Products requested or scheduled to be purchased by Customer subsequent to the expiration or termination of the then-current Subscription Term.
  5. “Service Establishment” refers to the processes provided by Talos so that contacts identified to Talos in writing by Customer have access to the Talos Support Portal and any other associated tools or access methods provided by Talos and to which Customer requires access in order to use the Products in accordance herewith and with the Master Agreement.
  6. "Talos Premium Support" or "Premium Support" and "Talos Standard Support" or "Standard Support" means the two different levels of support services provided by Talos.

Service Description

  1. Talos Subscription Support is a Subscription for the applicable Subscription Term, which provides the Customer with support services and entitlement to Generally Available software during such Subscription Term.
  2. Support Services are provided only on the supported versions of the Talos Software identified in Appendix A.
  3. A Subscription shall be priced based on the total number of CPU cores running Talos, up to a certain number (Basic Support) or per-core (Production Support), or other pricing methods agreed to by Talos and Customer.

Support Services

Scope of Support

  1. Support Services consist of assistance and response with installation issues, usage, and problem diagnosis for the Talos Software and supported environments as listed in Appendix A via phone, email or the Talos Support Portal as detailed during Service Establishment. Additional ‘Hot-Fix’ or defect escalation services are also included. The Support Services do not include assistance for architecture design or review or for performance reviews and/or assessments.
  2. In order for Talos to provide Support Services in connection with any issue with the Software, Customer must: (a) make reasonable efforts of its own to correct such issue after consulting with Talos; (b) provide Talos with (i) sufficient information and resources to identify, replicate, and attempt to correct such issue and (ii) access to the personnel, hardware, and any additional software involved in discovering and attempting to correct such issue; (c) be running the Software on hardware and an operating system certified or approved in advance by Talos as being suitable to run the Software; and (d) procure, install and maintain all software, equipment, communication interfaces and other hardware necessary to operate the Software and all other Talos Products provided to Customer in accordance with instruction and other information provided by Talos.
  3. In no event shall Support Services include any maintenance of, or support for, any hardware or third-party software.
  4. Customer is responsible for reading, understanding, and developing the expertise to implement the subject matter set forth in any and all release notes regarding the Software and any available documentation, including without limitation the Documentation, before installing or operating the Talos Software and for testing the Talos Software prior to deploying the Talos Software in a production environment.
  5. Talos is not obligated to provide Support Services when: (a) the Software has been changed or modified other than by Talos or accessed or used by Customer or any Users; (b) the issue requiring such services arises out of or relates to any negligence, intentional misconduct or breach of any agreement by Customer or any act or omission of any employee, officer, director, agent, contractor, consultant, or other representative (collectively, “Representatives”) of Customer, hardware malfunction, or other causes beyond the reasonable control of Talos; (c) the issue requiring such services arises out of or relates to any third-party software not licensed through Talos or provided by Talos in connection with the Master Agreement; or (d) Customer has not paid the Fees when due under, or otherwise is in breach of any agreement with Talos.
  6. The Customer will be provided with one (1) accounts to the Talos Support Portal which is limited to one individual Named Contact per account.

Service Establishment for Support Services

At the beginning of a Subscription Term for Talos Support, a Service Establishment procedure will be conducted. During the Service Establishment procedure, Talos support staff will:

  • Perform an evaluation and assessment of the Customer’s computer environment (hardware, operating system) in order to ensure that no obvious issues exist that might adversely impact the operation of the Talos Software in accordance with its Documentation.
  • Provide Customer with contact information for potential escalation of support tickets.
  • Provide the Customer with reasonably detailed information for accessing the Talos Software.

Support Contacts

  1. The Talos customer support center will provide Support Services to designated Named Contacts, as identified by Customer in writing to Talos during Service Establishment, via the Talos Support Portal.
  2. The Named Contacts must have “read, write and execute” access to the necessary files and configuration, English language communication skills and relevant technical knowledge.
  3. Customer may modify its designated Named Contacts at any time during the applicable Subscription Term by notifying Talos in writing via the processes communicated during the Service Establishment.
  4. Named Contacts will be the only interface to the Talos Customer support center. In an emergency, an Talos support engineer may respond to a Software-related issue identified by Customer for someone other than a Named Contact, but only on a one-time exception basis, subject to prompt subsequent verification and involvement of a Named Contact.

SLA for Support Services

Talos will make all commercially reasonable attempts to provide an initial response to a Support Services ticket initiated by a Named Contact with the following SLA for the applicable Subscription purchased, based on the following table:

Basic Support Production Support
Time Coverage 9a-5p ET Mon-Fri 9a-5p ET Mon-Fri (Standard)
24/7 (Premium)
Severity One (Urgent) No SLA 2 hours
Severity Two (High) No SLA 8 hours
Severity Three (Normal) No SLA 2 business days
Severity Four (Low) No SLA 4 business days

Severity Definitions:

Severity One is an issue that severely impacts Customer’s use of the Talos Software in a production environment (such as loss of production data or in which Customer’s production systems are not functioning or disrupted). The issue causes a halt in Customer’s business operations for which no procedural workaround exists.

Severity Two is an issue in which the Talos Software is functioning, but Customer’s use thereof in a production environment is severely reduced. The issue causes a material adverse impact to portions of Customer’s business operations for which no procedural workaround exists.

Severity Three is an issue that involves partial, non-critical loss of use of the Talos Software in a production environment or development environment. For production environments, the issue causes a medium-to-low impact on Customer’s business, but Customer’s business continues to function, including by using a procedural workaround. For development environments, the issue causes Customer’s project to no longer continue or migrate into a production environment.

Severity Four is a general usage question, reporting of a Documentation error, or recommendation for a future Product enhancement or modification. For production environments, there is low-to-no impact on Customer’s business or the performance or functionality of Customer’s computer system. For development environments, there is a medium-to-low impact on the Customer’s development efforts, but such efforts continue on a reduced basis, including by using a procedural workaround.

Hot Fixes

Where necessary, Talos will provide ‘Hot Fix’ package(s) to the Customer which is a custom-built support package provided in response to an operational problem with, or defect in, the Software specific to, and identified and reported by, Customer in accordance with the process set forth in this Article 4 (Support Services).

Talos ‘Hot Fix’ packages will be provided directly to the Customer for use only by Customer and shall not be redistributed by Customer to any other Talos customers or third parties.

In the event that a ‘Hot Fix’ package is provided to Customer, the package will be supported by Talos until the fix or resolution for the applicable problem or defect is incorporated into and supported as part of the main Talos Software.

Out-of-Scope Services

Talos shall have no obligation to provide Out-of-Scope Services, including without limitation when the request or need for such Support Services arises or relates to any of the following conditions or events:

  1. Hardware, including without limitation any equipment that has been mishandled, altered, damaged or rendered inoperable due to willful or negligent acts or omissions, accident, Force Majeure (as defined herein), or operation of any hardware other than as specified in applicable specifications provided by Talos.
  2. Any work performed at Customer’s site, except work performed by Talos as specified in a statement of work entered into by and between Customer and Talos and executed by the Parties’ respective duly authorized representatives (each, a “Statement of Work”).
  3. Products or components, including without limitation, software or hardware not provided by Talos, on Talos's behalf by an Talos authorized service representative or an Talos-authorized reseller, or services performed by or on behalf of an entity other than Talos or an Talos-authorized service representative.
  4. Transit or relocation of hardware, including any damages occurring while in transit or related to such relocation, and services accompanying or related to transit or relocation of the hardware.
  5. Services related to third-party products or services.
  6. Although Talos is not required to provide Out-of-Scope Services, Out-of-Scope Services may be available for purchase from Talos, pursuant to a separate written agreement, including without limitation a Statement of Work, entered into by and between, and executed by the respective duly authorized representatives of, Talos and Customer.

Appendix A - Supported Versions

Unless otherwise agreed to by Talos and Customer, Standard Support subscriptions include support for the latest major released version of the Talos software. Premium support subscriptions include support for previously-released software up to 6 months old.