General Terms and Conditions for E2open Transportation Management Services

1. Defined Terms.
1.1. “Affiliates” means an entity that is directly or indirectly owned or controlled by a party. For purposes of this definition, “control” refers to the power to direct the management or affairs of an entity and “ownership” refers to the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the entity.
1.2. “Agreement” means these General Terms and Conditions for E2open Transportation Management Services (“TMS”).
1.3. “Confidential Information” means the terms of this Agreement and any information that is marked or otherwise designated in writing as confidential at the time of disclosure, or absent a marking that a reasonable person would expect to be confidential under the circumstances, and which is disclosed by a party to the other party whether such information was or is shared by the parties in the course of negotiating this Agreement before the Effective Date or thereafter. Confidential Information does not include information that the recipient can prove: (a) was already in recipient’s possession at the time of disclosure and without restriction as to confidentiality, (b) is or becomes generally available to the public or otherwise ceases to be confidential through no breach of this Agreement or other wrongful act by recipient, (c) was received from a third-party who had a lawful right to disclose such information to it without restriction on disclosure, or (d) was developed by recipient without benefit or use of discloser’s Confidential Information. The Subscription Services, Documentation, Vendor Materials, and pricing set forth in an Order Form are Vendor’s Confidential Information.
1.4. “Customer” means the customer identified on an Order Form.
1.5. “Documentation” means the then-current user guides, training materials, technical and functional manuals, and other instructional and reference materials that Vendor generally distributes or makes available to its customers.
1.6. “Vendor Materials” means any technology, equipment, information, and materials provided or developed by Vendor (independently or with Customer’s cooperation) in the course of performance under the Agreement, including in the delivery of any support or Professional Services to Customer including Documentation and any derivative works thereof. Vendor Materials do not include Customer’s Confidential Information.
1.7. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.8. “Order Form” means the ordering document under which Customer orders Services from Vendor. Each Order Form incorporates the terms of this Agreement.
1.9. “Professional Services” means training, consulting, configuration, and/or other Professional Services identified on an Order Form, but do not include Subscription Services.
1.10. “Services” collectively means the Subscription Services and the Professional Services.
1.11. “Shipment” means an individual order entered into the Subscription Services.
1.12. “Statement of Work” or “SOW” means the document that describes the Professional Services to be provided, including the general project plan and schedule. Each SOW incorporates the terms of this Agreement.
1.13. “Subscription Services” means the subscription-based services identified on an Order Form.
1.14. “Trading Partner” means Customer’s identified third-party logistic providers, channel partners, suppliers, and/or contract manufacturers.
1.15. “Transaction Data” means any content, materials, data, and information that Users input or cause to be input into the Subscription Services or that Customer or Users derive from their use of and store in the Subscription Services. Transaction Data and its derivatives does not include Vendor’s Confidential Information.
1.16. “User” means any individual or automated system granted access through a unique user ID authorized to access and/or use the Subscription Services, including but not limited to Trading Partners.
1.17. “Vendor” means E2open, LLC and its Affiliates.
2. Grant of Rights; Usage Rights.
2.1. Grant of Rights. Subject to the terms of the Agreement:(a) Vendor hereby grants Customer a non-exclusive, non-transferable, worldwide right during the term of the Agreement to access and use the Subscription Services and the Documentation and Vendor Materials solely for Customer’s purposes as contemplated by the Agreement;
(b) Customer hereby grants Vendor a non-exclusive, worldwide right to use Transaction Data as necessary to provide the Services during the term of the Agreement and, solely with respect to Vendor’s channel data management services, a non-exclusive, worldwide right to use Customer’s trademarks as necessary to provide the Services during the term of the Agreement; and
(c) Customer hereby grants Vendor a non-exclusive, perpetual, irrevocable, worldwide right to de-identify and aggregate Transaction Data, in whole or in part, to incorporate it in other works in any form, media, or technology (“Statistics”) for Vendor’s business purposes and to make available to others. Statistics may include, for example, transaction volume, number and type of Trading Partners, and revenue volume. Statistics will not include personal data.
2.2. Administration of User ID’s. Customer is responsible for the Transaction Data and for the administration, authorization, and termination of all User access authorizations. Customer will provide Vendor with accurate, complete, and updated registration information of its Users. Notwithstanding the foregoing, Vendor may refuse registration of, or suspend, a User’s access to the Subscription Services if, in Vendor’s reasonable judgment, a significant threat to the security or functionality of the Subscription Services or any component thereof is imminent. Vendor will notify Customer of any such occurrence. Customer is responsible for the security of its access to the Subscription Services and the security of each User’s access authorization. Customer will not permit Users to share User IDs and passwords. Customer will promptly notify Vendor of any unauthorized use of the Subscription Services, or any other breach of security suspected or known to Customer. Customer is also responsible for maintaining the required hardware, software, internet connections, and other resources necessary for Users to access the Services.
2.3. Rights and Restrictions. Customer is responsible for its Users’ compliance with the terms and conditions of the Agreement. Except as expressly permitted herein, Customer will:
(a) use the Subscription Services in compliance with Vendor’s Acceptable Use Policy located at http://www.e2open.com/company/acceptable-use-policy/, incorporated by reference;
(b) comply with Vendor’s Security Guidelines Policy located at http://www.e2open.com/company/customer-security-policy/, incorporated by reference;
(c) not, without the prior written consent of Vendor, directly or indirectly:
(i) transfer, assign, lease, loan, resell, distribute, or otherwise grant any rights in the Services, Documentation, or Vendor Materials in any form to any third party, including commercial time-sharing, rental, or service bureau use;
(ii) reverse engineer, decompile, disassemble, or attempt to discover the source code from any Services or Vendor Materials;
(iii) copy, modify, or create derivative works based on the Services, Documentation, or Vendor Materials; or
(iv) remove or alter any notices of Intellectual Property Right or confidentiality or similar legends appearing in or on any aspect of any Subscription Services.
2.4. Mobile Usage. Users may access certain Services through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications is governed by an end user license agreement presented upon download/access to the mobile application and not by the terms of the Agreement.
3. Warranties.
3.1. Mutual Warranty. Each party represents that it has the authority to enter into the Agreement and the right to disclose its Confidential Information in accordance with the terms set forth herein.
3.2. Subscription Services Warranty. Vendor warrants that the Subscription Services will substantially perform in accordance with the Documentation. As Customer’s sole and exclusive remedy for a breach of this warranty, Vendor will, at its discretion, either repair or replace the portion of the Subscription Services that do not comply with the warranty, or refund the amounts paid by Customer for the nonconforming portion of the Subscription Services for the period of the nonconformance.
3.3. Professional Services Warranty. Vendor warrants that the Professional Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. As Customer’s sole and exclusive remedy for a breach of this warranty, Vendor will re-perform nonconforming Professional Services provided Customer notifies Vendor of the nonconformity within 30 days after delivery.
4. Professional Services and Service Level Agreement.
4.1. Professional Services. Any Professional Services required will be set forth in an Order Form. Any changes to the scope of Professional Services will be identified on a change request form signed by the parties.
4.2. Service Level Agreement. Vendor will maintain the Subscription Services in accordance with the Service Level Agreement below.
4.3. Expenses. Customer agrees to reimburse Vendor for actual, reasonable travel, living, and out-of-pocket expenses incurred in providing Professional Services.
5. Proprietary Rights.
5.1. Vendor Proprietary Rights. Vendor and its licensors own all Intellectual Property Rights in and related to the Services and Vendor Materials and the Statistics. Vendor Materials are not readily accessible to competitors of Vendor and have been acquired and assembled at significant expenditure of resources and Vendor has taken and is taking all reasonable precautions to protect the secrecy through the use of reasonable security measures. All rights not expressly granted to Customer are reserved to Vendor and its licensors.
5.2. Customer Proprietary Rights. Customer owns all rights, title, and interest in and to the Transaction Data and Customer’s Confidential Information.
5.3. Feedback. From time to time, Customer may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Vendor, including during support (“Feedback”). Feedback is provided “as-is” and with all faults and without any implied or express warranty of any kind. Vendor may, in any of its products or services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Feedback is considered Vendor’s Confidential Information, and nothing in the Agreement limits Vendor’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
6. Customer Obligations.
6.1. Customer Performance. Customer grants Vendor a license to host, copy, transmit, and display Customer’s internal software, documentation, tools, and other items reasonably necessary for Vendor to provide the Services in accordance with the Agreement. Customer will timely perform and deliver all items required to be delivered under the Order Form, or as reasonably requested by Vendor during its performance of the Professional Services.
6.2. Integration with Mileage and/or Mapping Software. Customer is responsible for directly transferring and procuring the necessary license and rights to use mileage and/or mapping software that is compatible with the Subscription Services (each, “Mileage and/or Mapping Software”). The Mileage and/or Mapping Software is integral to Customer’s receipt of the full benefits of the Subscription Services and obtaining a license from the vendor is Customer’s sole responsibility. Vendor will have PC Miler, Rand McNally, SMC3 for LTL, Google Maps, and other necessary third-party software functionality embedded in its TMS application and is responsible for providing support relating to the inoperability of the Subscription Services with the Mileage Software and/or Mapping Software. Customer is responsible for:
(a) transferring its current license and applicable fees for the Mileage Software (PC Miler or Rand McNally) and/or Mapping Software (Google Maps) if those components are being accessed within the Subscription Services;
(b) transferring its current SMC3 LTL Rateware XL, Czar-Lite license, or individual tariffs and applicable fees with that provider for LTL rating if that component is being accessed within the Subscription Services;
(c) the fees associated with accessing the carrier safety/insurance websites if that component is being accessed within the Subscription Services; and
(d) the fees associated with other, optional third-party software to which the Subscription Services is integrated including, but not limited to, DAT Rateview, BreakthroughFuel, LocusTraxx and Truckstop.com.
7. Payment Terms; Taxes.
7.1. Fees. Customer will pay all fees identified in the Order Form. All invoices are due and payable within 30 days of the date of invoice. All Order Forms are non-cancellable and fees non-refundable.
7.2. Late Payment. Any payment not timely received will accrue interest at a rate of 1½% per month, or the highest rate allowed by applicable law, whichever is lower.
7.3. Suspension of Services and Acceleration. If any amount owed by Customer is 30 or more days overdue, Vendor may (a) accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable; and/or (b) suspend Services until such amounts are paid in full. Vendor will provide at least 10 days’ prior notice that Customer’s account is overdue before suspending Services.
7.4. Taxes. Customer is responsible for all sales tax, use tax, withholdings, VAT, and any other taxes and charges of any kind imposed by any governmental entity having authority on the transactions contemplated by the Agreement, excluding only taxes on Vendor’s net income.
7.5. Customer Purchase Order Requirements. If Customer requires its own internal purchase order to process payment of an invoice, Customer will issue the purchase order to Vendor at least 10 days prior to the invoice date(s) identified in the Order Form or, if the invoice date is the effective date of the Order Form, within 5 days of such effective date. Any delay by Customer in issuing its purchase order will not have the effect of extending the payment terms as provided in the Agreement or the respective Order Form. Failure to timely issue a purchase order as set forth herein may result in the suspension of Services and/or termination of the Agreement as set forth in Section 11.2 (Termination).
8. Confidential Information; Restrictions.
8.1. Use of Confidential Information. The receiving party will protect all Confidential Information of the disclosing party to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. The receiving party will not disclose any Confidential Information of the disclosing party to any person other than those necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under substantially similar obligations of confidentiality. If a party is compelled by law to disclose Confidential Information of the other party, it will provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure. If the terms of the Agreement conflict or are otherwise inconsistent with terms of any non-disclosure agreement the parties entered into prior to the Effective Date, the terms of the Agreement will control.
8.2. Publicity. Customer will work with Vendor to create a press release which indicates Customer’s selection of Vendor after the execution of the Agreement. Upon successful implementation of the Subscription Services, Customer will work with Vendor to create a case study (“Case Study”) regarding the deployment, value, and use of the Subscription Services by Customer. Vendor may publicize the Case Study in its marketing and advertising material, and may reproduce Customer’s company name, logo, trademark, trade-name, service mark, or other commercial or product designations.
9. Limitation of liability; Warranty Disclaimer.
9.1. Limitation of Liability. EXCEPT FOR A PARTY’S UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION, to the maximum extent permitted by law, NEITHER PARTY will be liable under any contract, tort (including negligence), strict liability, or other legal or equitable theory: (A) for any loss of business, loss of use or of data, delay or interruption of business, or lost goodwill; (B) for any cost of procurement of substitute goods, software, or services; or (C) for any incidental, indirect, consequential, or punitive damages (including, without limitation, lost profits), even if advised of the possibility of such damages. EXCEPT FOR A PARTY’S UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION, NEITHER PARTY’S maximum aggregate liability will exceed the total FEES paid or payable BY CUSTOMER UNDER THE AGREEMENT during THE 12 month PERIOD preceding the event or action giving rise to liability (OR IF SUCH CLAIM ARISES DURING THE INITIAL 12 MONTHS OF THE AGREEMENT, THE FEES EXPECTED TO BE PAID DURING SUCH 12 MONTH PERIOD), or $100,000, whichever amount is less. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
9.2. No Warranty. except for the express warranties set forth in the Agreement, the services are provided on an “as is” basis. Vendor does not make, and hereby disclaims, any and all other expressed and/or implied warranties of merchantability, fitness for a particular purpose, noninfringement and title, and any warranties arising from a course of dealing, usage, or trade practice. Vendor does not warrant that the services will be uninterrupted, secure, error-free OR THAT ALL DEFECTS WILL BE CORRECTED.
10. Indemnification.
10.1. Vendor Indemnification. Vendor will indemnify, defend, and hold harmless Customer and Customer’s officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “Customer Indemnitee”) from and against any and all any and all losses, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs or expenses, including reasonable attorneys’ fees (collectively, “Losses”) incurred by such Customer Indemnitee arising out of any claim, suit, action or proceeding (each, an “Action”) by a third party to the extent that such Losses result from any allegation that Customer’s or a User’s use of the Services (excluding Transaction Data) in compliance with the Agreement infringes an Intellectual Property Right. This obligation does not apply to any Action or Losses arising out of or relating to any:
(a) access to or use of the Services or Vendor Materials in combination with any hardware, system, software, network, or other materials or service not provided or authorized in writing by Vendor; or
(b) modification of the Services or Vendor Materials other than: (i) by or on behalf of Vendor; or (ii) with Vendor’s written approval.
10.2. Customer Indemnification. Customer will indemnify, defend, and hold harmless Vendor and its officers, directors, employees, agents, permitted successors, and permitted assigns (each, a “Vendor Indemnitee”) from and against any and all Losses incurred by such Vendor Indemnitee in connection with any Action by a third party to the extent that such Losses arise out of or relate to any:
(a) Transaction Data, including any processing of Transaction Data in accordance with the Agreement; or
(b) materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any User.
10.3. Indemnification Procedure. Each party will promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to the Agreement. The party seeking indemnification (the “Indemnitee”) will cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will immediately take control of the defense of the Action and will employ counsel to handle and defend the Action, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 10.3 will not relieve the Indemnitor of its obligations under this Section 10 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor will have no authority to compromise or settle an Action on terms that would have a material adverse effect on the Indemnitee, without the Indemnitee’s prior written consent, which will not be unreasonably withheld or delayed.
10.4. Mitigation. If any of the Services or Vendor Materials are, or in Vendor’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any User’s use of the Services or Vendor Materials is enjoined or threatened to be enjoined, Vendor may, at its option and sole cost and expense:
(a) obtain the right for Customer to continue to use the Services and Vendor Materials as contemplated by the Agreement;
(b) modify or replace the Services and Vendor Materials, in whole or in part, while providing equivalent features and functionality; or
(c) terminate the respective Order Form with respect to the potentially infringing Services and/or Vendor Materials and require Customer to immediately cease any use of the Services and Vendor Materials or any component thereof, and Vendor will refund prepaid fees covering the remainder of the term of the terminated subscriptions.
THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND VENDOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED INTELLECTUAL PROPERTY RIGHTS CLAIMS MADE PURSUANT TO THE AGREEMENT.
11. Term; Termination.
11.1. Term. The Term is set forth on the Order Form.
11.2. Termination. Either party may terminate an Order Form and, therefore, the Agreement:
(a) if the other party breaches the Agreement in any material respect and fails to cure the breach, if capable of cure, within 30 days after receiving notice from the other party specifying the nature of the breach; or
(b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
11.3. Effect of Termination. Upon termination of the Agreement, all rights granted to Customer hereunder with respect to the Services and all Vendor Materials will automatically terminate and Customer will immediately discontinue its use thereof. After termination, each party will destroy all Confidential Information of the other party in its possession received under the Agreement and will not make or retain any copies of such Confidential Information except as required to comply with any applicable law or as necessary for record keeping purposes. Notwithstanding the foregoing, non-destruction of electronic copies of materials containing or reflecting Confidential Information that are automatically generated through data backup or archiving systems will not be deemed to violate the Agreement, so long as the Confidential Information contained therein is not disclosed or used in violation of the other terms of the Agreement. Upon termination of the Agreement, the following provisions will survive: Sections 2.1(c) (Aggregate Content License), 5 (Proprietary Rights), 7 (Payment Terms; Taxes), 8 (Confidential Information; Restrictions), 9 (Limitation of liability; Warranty Disclaimer), 10 (Indemnification), 12 (Term; Termination), 12 (Compliance) and 13 (Miscellaneous).
12. Compliance.
12.1. Customer Compliance. Customer will comply with all laws and regulations of the United States governing the use, access or export of the Services or any part thereof. Without limitation, the Subscription Services or any part thereof may not be used or accessed within or by, or otherwise exported to, (a) any United States embargoed country; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nations, the United States Department of Commerce’s Table of Denial Orders, or other similar list. Both parties expressly agree that each will fully comply at all times with all applicable anti-corruption laws including, but not limited to, the Foreign Corrupt Practices Act of 1977 of the U.S., as amended and the UK Bribery Act 2010. Each party agrees to indemnify and hold the other party harmless for all liability or damages caused by the indemnifying party’s failure to comply with the terms of this provision.
12.2. Vendor Compliance. Vendor will comply with the privacy policy at https://www.e2open.com/company/privacy-policy.
13. Miscellaneous.
13.1. Entire Agreement. The Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. The Agreement may not be amended, nor any obligation waived, except by a writing signed by the authorized representatives of both parties hereto. No terms, provisions or conditions of any purchase order, acknowledgement, or other business form that Customer may use in connection with the acquisition of the Services will have any effect on the rights, duties or obligations of the parties relating to Customer’s Use of the Services provided under, or otherwise modify, the Agreement, regardless of any failure of Vendor to object to such terms, provisions, or conditions. The parties exclude in its entirety the application to the Agreement of the United Nations Convention on Contracts for the International Sale of Goods.
13.2. Governing Law. The Agreement is governed by the laws of the State of Texas, United States of America without reference to conflict of law principles. Any litigation hereunder will be submitted to the state or federal courts of Travis County, Texas, and the parties irrevocably consent to personal jurisdiction of said courts.
13.3. Assignment. Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party without Vendor’s prior written consent.
13.4. Force Majeure. Neither party is liable to the other for anyconditions outside of its control including, but not limited to, failure of a portion of the power grid, failure of the Internet, acts of God, strikes and other labour disputes, natural disasters such as floods, earthquakes, typhoons and epidemics, wars, government acts, terrorist acts, riots, revolutions, sabotage or other events of a magnitude or type for which precautions are not generally taken in the industry.
13.5. No Partnership. Nothing contained in the Agreement will be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The relationship between the parties will be that of independent contractors. Neither party will have authority to contract for or bind the other in any manner whatsoever. The Agreement confers no rights upon either party except those expressly granted herein.
13.6. Notices. Any notice or communication required to be given hereunder may be delivered by hand, overnight courier, or confirmed email as listed for each party herein or at such other address as may hereafter be furnished in writing by either party to the other party.
13.7. Severability; Waiver. If any provision of the Agreement is found to be unenforceable, the remainder will be enforced as fully as possible, and the unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed. Any failure to enforce any provision of the Agreement will not constitute a waiver thereof or of any other provision.
13.8. Non-Solicitation. Each party acknowledges that the other party’s employees are critical to servicing its customers and that each party has expended substantial resources in recruiting and training its employees. Therefore, each party agrees not to solicit, employ, or otherwise engage the other party’s employees with whom there was Substantial Contact (as that term is defined below) under the Agreement and for a period of 18 months following the employee’s last day of employment with his/her respective employer. “Substantial Contact” means a party’s interaction with the other party’s employee where such employee had material involvement with the Services during the last 18 months prior to the employee’s last day of employment with his/her respective employer.

SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) details the customer support offered by E2open on production environments of the Subscription Services identified on an Order Form that expressly incorporates this SLA by reference. This SLA includes information about all E2open Support offerings. Refer to the Order Form for the level selected by Customer.
1. DEFINITIONS
The following terms have the meanings set forth below. All initial capitalized terms in this SLA and not defined herein have the respective meanings given to them in the Order Form or Agreement.
“Acknowledgement” means a notification of issue and assignment of issue tracking number (Response)
“Customer Authorized Personnel” means Customer’s internal help desk or authorized personnel.
“E2open CSP” means E2open’s Customer Support Portal. E2open CSP is a web-based, automated customer support ticketing system that enables Customer Authorized Personnel, via the web, to submit a ticket, research the status of a ticket and review posted Knowledge base articles.
“Emergency Maintenance” means maintenance performed outside the normal Scheduled Maintenance period.
“Essential” means E2open’s standard support offering, included in the Annual Subscription Fees.
“Excused Downtime” means the total number of minutes in a month that the Subscription Services in Production are unavailable resulting from exclusions in Section 7.2 (Exclusions).
“Follow-Up” means the time interval between status updates (based upon the last communication on an issue).
“Maintenance” means all activities E2open deems necessary, in its sole discretion, to provide the Subscription Services to Customer in accordance with this SLA, including but not limited to code changes/upgrades, system configuration changes, hardware/firmware upgrades, and other similar maintenance activities.
“Outage” means the number of minutes that Subscription Services in Production are unavailable to Customer, excluding Excused Downtime.
“Premier” means E2open’s higher level of support offering with more extensive support services. Additional fee applies.
“Production” means when Subscription Services are running in the production environment.
“Required Monthly Availability” means the total number of minutes in a month, minus Excused Downtime for that month.
“Scheduled Maintenance” has the same meaning as set forth in Section 5.1 (Scheduled Maintenance).
“Service Credit” means the credit available to Customer described in Section 10 (Application Uptime SLA). The Service Credit for any month will not exceed the monthly straight-line amortization of the Annual Subscription Fees paid by Customer for that month.
“Trading Partner Technical Contacts” means the designated technical contacts at each of Customer’s trading partners.
“Uptime” means Required Monthly Availability minus Outages, divided by Required Monthly Availability multiplied by 100.
2. E2OPEN SUPPORT RESPONSE COMMITMENT
E2open Support is only available for Production. All issues must be reported to E2open Support by Customer Authorized Personnel in accordance with the instructions in Section 3 (Entitlement) to facilitate timely support, proper classification, and direction of the issue to the appropriate team for resolution. Issues are classified under five severity levels as shown in Table 1. An E2open Support representative and Customer Authorized Personnel will jointly determine the severity level based on the description provided by Customer. All submissions via the E2open CSP will be treated as Severity 3; for Severity 1 and Severity 2 incidents, phone contact is required (Only applicable for Premier customers). Once a case is created, E2open will use commercially reasonable efforts to respond to or notify Customer as detailed in Section 11 (Customer Support SLA). E2open’s success in replicating and resolving issues will depend on Customer supplying E2open with accurate, complete, and detailed information E2open will set a new severity level as new information becomes available and notify Customer of such changes. If Customer disagrees with the new severity, Customer can request a change to the severity level, providing a description of the impact on its business operations. The E2open Support representative and Customer Authorized Personnel will jointly set a new severity level upon Customer’s request.
1. E2OPEN ISSUE SEVERITY DEFINITIONS

Business Impact

Description

Definition

Fatal – Severity 1

Production system down

Business operations halted and Users are unable to complete daily operations. Must affect multiple sites or multiple Users. 

Critical – Severity 2

Severe functionality loss

Key business functions cannot be performed 

Important – Severity 3

Limited functionality

Issue limits minor business operations

Minor – Severity 4

Service Request

Service request which is not a production issue 

Enhancement – Severity 5

Feature enhancement

Customer feedback regarding improvement to existing functionality

3. ENTITLEMENT
Support is available to Customer Authorized Personnel only. Customer will provide E2open with the names of Customer Authorized Personnel up to the limit as detailed in Section 11 (Customer Support SLA) and may change the names upon prior written notice to E2open. For issues related to B2B connectivity, Customer may designate a maximum of 2 Trading Partner Technical Contacts who may contact E2open Support directly. Customer will provide E2open with the names of Trading Partner Technical Contacts and may change the names upon written notice to E2open. Technical inquiries received by Customer from Trading Partner Technical Contacts can be referred to E2open Support for assistance. Inquiries received by E2open from Customer Authorized Personnel and Trading Partner Technical Contacts related to business aspects, data quality, and/or errors generated by Customer’s systems will be referred by E2open to Customer’s help desk. Customer Authorized Personnel and Trading Partner Technical Contacts will become sufficiently familiar with the Subscription Services to perform diagnostics, troubleshooting, and problem isolation before engaging E2open Support for assistance. All other Users should use Customer’s helpdesk for support issues as described in Section 4.
4. SUPPORT METHODOLOGY
Users will contact Customer’s internal help desk for Level 1 support. If Customer’s internal help desk cannot resolve the issue, the problem will be escalated by Customer Authorized Personnel to E2open Support. A ticket will be opened in the E2open CSP. In all communications between the parties, both E2open and Customer Authorized Personnel will identify issues by the E2open ticket number. E2open will communicate Follow Ups to the original requester via email or E2open CSP. In the case of data transmission errors caused by missing or incorrect data or improperly formatted messages, an exception notice will be automatically sent by the Subscription Services via email to Customer Authorized Personnel and Trading Partner Technical Contact (if the Trading Partner originated the transmission error). It is the responsibility of the party originating the transmission error, whether Customer or Trading Partner, to fix the root cause of the data issue and replay the data transmission if necessary.
4.1. Telephone Support (Help Desk). For Premier customers, severity 1 & 2 issues must be filed by telephone by Customer Authorized Personnel to ensure the response times set forth in Section 11 (Customer Support SLA). Phone support will be available through the E2open Support help desk as detailed in Section 11 in English. E2open Support phone numbers will be made available to Customer Authorized Personnel via the E2open CSP.
4.2. Customer Service Portal and E-Mail Support. New Severity 3, 4, & 5 issues can be submitted following the Access and Methodology as outlined in Section 11 (Customer Support SLA). E2open will communicate Follow Ups to the original requester via email or E2open CSP. Customer Authorized Personnel may provide updates on existing cases to E2open Support via email.
4.3. Escalation Policy. If Customer believes an issue merits additional attention, or if any response or Follow-Up time is not met as set forth herein, Customer Authorized Personnel may escalate the issue by contacting E2open Support and requesting a response from an E2open Support duty manager. If the Customer Authorized Personnel is not satisfied by the escalation response by E2open, they may request to contactE2open’s Global Support Director.
4.4. Service Level Reviews and Reports. E2open will execute Service Level Reviews and Reports as described in Section 11 (Customer Support SLA).
5. MAINTENANCE
5.1. Scheduled Maintenance. Scheduled Maintenance may be performed during the maintenance windows as defined in Section 10 (Application Uptime SLA). Customer Authorized Personnel will act as a liaison between E2open Support and Users for Maintenance scheduling issues. Customer Authorized Personnel will be responsible for notifying Users of Scheduled Maintenance and exceptions. For exceptions to the schedule defined in Section 10, E2open will contact the Customer Authorized Personnel at least 5 business days in advance.
5.2. Staging Environment. E2open will make a staging environment available to Customer during E2open-initiated and approved activities, such as user acceptance testing or testing of Production fixes. E2open will make commercially reasonable efforts to provide notice of any Maintenance which will result in the unavailability of the staging environment during these activities. The parties will enter into a separate Order Form if Customer requires a dedicated and supported staging environment.
5.3. Unscheduled Emergency Maintenance. E2open Support will notify Customer Authorized Personnel of any Emergency Maintenance in Production as soon as possible. Customer Authorized Personnel is responsible for notifying Users.
5.4. Maintenance of Customer’s and Trading Partner’s Systems. Customer Authorized Personnel and Trading Partner Technical Contacts are responsible for notifying E2open of any scheduled and unscheduled maintenance activities on Customer’s systems, or Trading Partner’s systems, that may potentially impact the Subscription Services.
6. CUSTOMER DATA BACK-UP AND AVAILABILITY
E2open will maintain back-up servers and telecommunications connections and maintain daily backups of Customer data on such backup servers. When Customer goes live on the Subscription Services in Production, E2open’s contingency planning, equipment, and software and telecommunications connections will enable E2open to make the Subscription Services available from such backup servers in accordance with this SLA. Hot backups are performed each day on all machines providing RDBMS or using and storing dynamic content of Customer data without interruptions to the Subscription Services. The backups are available onsite for a minimum of 24 hours and a maximum of 72 hours, after which backups are placed onto backup media for offsite archival storage. Customer data will be backed up onto backup media for a period of 30 days, after which the backup media of archived Customer Data will be destroyed. Backup media are rotated for offsite vaulting at a secured Tier 1 secured offsite storage facility. Backup media are randomly restored onto test servers for validation of both the backup procedure and the recovery procedure.
7. PRODUCTION AVAILABILITY
7.1. Production Uptime. E2open will use commercially reasonable efforts and the safeguards as stated in Table 2 to ensure that availability of the Subscription Services in Production meets the Uptime Objective defined in Section 10 (Application Uptime SLA).
2. HIGH AVAILABILITY COMPONENTS
Production safeguards for high availability within a single data center.

Essential and Premier

Redundant Systems

In the event of primary system failure, the E2open Systems Management Infrastructure immediately provides an alert of the failure, and the system is failed over to a standby system. E2open uses mirrored disks, redundant SAN arrays, and other technologies to ensure the integrity of customer data stored on production systems.

In the event of equipment failure, E2open maintains service contracts and on-site production spares for rapid equipment replacement.

Telco Grade Data Hosting

E2open data centers have state-of-the-art fire detection, suppression, and alarm systems. The centers are designed to meet or exceed seismic design requirements and are built above sea-level with no basements. They have tightly sealed conduits, moisture barriers on exterior walls, dedicated pump rooms, drainage/evacuation systems and moisture detection sensors. Redundant uninterruptible power supplies (UPS) and stand-by generator power supplies are on site in the event of a commercial power failure.

Backup and Off-site Data Storage

As defined in Section 6 (Customer Data Back-up and Availability)

Standard Recovery

In the unlikely event that information is lost or if available historical data needs to be retrieved, the E2open operations team can recall data stored at the secure off-site facility for recovery onto production systems.

Application software and full configurations are stored in E2open Application Manager, which can be used to rapidly replicate an entire production customer hub environment if needed due to equipment failure or other reasons. Backups of the application software and configurations are also stored in a secure offsite location.

7.2. Exclusions. Excused Downtime includes Production unavailability due to circumstances outside of E2open’s control, including but not limited to Production unavailability resulting from (a) Customer-provided content or programming errors; (b) system administration, commands, or file transfers performed by or for Customer or its Users which are not supported by the Subscription Services; (c) work or activities performed at Customer’s request that require downtime; (d) denial of service attacks where E2open has taken commercially reasonable steps to prevent Outages from such attacks; (e) untimely Customer response time to incidents that require Customer participation for source identification and/or issue resolution; (f) Customer breach of its material obligations under one or more of the agreements between Customer and E2open; (g) failure of non-E2open managed Customer or User hardware or software; (h) Scheduled Maintenance as defined in Section 5.1 (Scheduled Maintenance) and Section 10 (Application Uptime SLA); or (i) Emergency Maintenance that has been authorized by Customer in advance as Excused Downtime.
7.3. Service Credit. If Customer notifies E2open within 10 business days after Customer experiences a confirmed Outage, Customer is entitled to receive a Service Credit as set forth in Section 10 (Application Uptime SLA). Service Credits will be issued by E2open against the next related Annual Subscription Fees invoice for Subscription Services submitted to Customer following Customer’s notification to E2open of the Outage. E2open and Customer agree that Service Credits are liquidated damages and that such Service Credits will constitute Customer’s sole and exclusive remedy with respect to the Outages for which the Service Credits are related.
8. SOLUTION AVAILABILITY MEASUREMENT
E2open uses several methods to monitor the Subscription Services availability, including internal monitoring and testing the network from outside the E2open network. Customer may retrieve the SLA report reflecting availability via E2open CSP real time.
9. PRODUCT ENHANCEMENTS
E2open issues 4 releases per year to innovate and improve the performance of the products and end-to-end solutions.
10. APPLICATION UPTIME SLA

Contract Terms

Essential

Premier

Uptime Objective

99.5%

99.7%

Service Credits

Equal to the monthly straight-line amortization of the Annual Subscription Fees for the applicable month of occurrence paid by Customer multiplied by the difference between actual Uptime and the Uptime Objective.

Performance

Service Credit %

>=99.70%

0%, no Service Credit

<=99.69%

5%

<=99.0%

10%

Scheduled Maintenance

At E2open’s discretion, E2open may perform maintenance maximum of 4 hours per week, on Saturday from 10:00 am to 2:00 noon Central Time.

In addition, during the first two weeks of the second calendar month of each calendar quarter, E2open will be allowed to perform a maximum of 4 hours of quarterly common infrastructure maintenance.

11. CUSTOMER SUPPORT SLA

Access and Methodology

Essential

Premier

Initiate Support Cases

Portal Only

Portal + telephone for critical issues

Authorized Support Personnel

4

20

Live Chat

Support Availability

Essential

Premier

Coverage Hours

8/5

24/5

Annual Support Case Limits

30

Unlimited

24×7 Access to Support Portal

Support Responses

Essential

Premier

Acknowledgement for Severity 1 Case

8 hours

1 hour

Acknowledgement for Severity 2 Case

16 hours

1 hour

Acknowledgement for Severity 3 Case

24 hours

3 hours

Acknowledgement for Severity 4 Case

Upon assignment

Upon assignment

Acknowledgement for Severity 5 Case

Upon assignment

Upon assignment

Follow up for Severity 1 Case

24 hours

2 hours

Follow up for Severity 2 Case

48 hours

4 hours

Follow up for Severity 3 Case

4 business days

2 business days

Follow up for Severity 4 Case

Upon agreement

Upon agreement

Follow up for Severity 5 Case

Upon agreement

Upon agreement

Resolution Objective for Severity 1 Case

24 Hours, with continuous effort until recovery or implementation of interim remedy

24 Hours, with continuous effort until recovery or implementation of interim remedy

Resolution Objective for Severity 2 Case

72 Hours or implementation of interim remedy as agreed to between Customer and E2open

48 Hours or implementation of interim remedy as agreed to between Customer and E2open

Resolution Objective for Severity 3 Case

Next scheduled patch release, or implementation of interim remedy as agreed to between Customer and E2open

Next scheduled patch release, or implementation of interim remedy as agreed to between Customer and E2open

Resolution Objective for Severity 4 Case

Upon agreement between Customer and E2open
(additional fees may apply for enhancements)

Upon agreement between Customer and E2open
(additional fees may apply for enhancements)

Resolution Objective for Severity 5 Case

On-premise Customers – Virtual Health Check

Annual

Customer online knowledge base

Text

Text

Access and Methodology

Essential

Premier

Service Level Reviews

All reports are available online via E2open CSP

E2open will schedule monthly support review with Customer Authorized Personnel, covering open tickets and support focus area.

Root Cause Analysis Reporting

In the event of an Outage, E2open shall provide Customer a preliminary root cause analysis summary within 14 business days of the resolution of the issue.

In the event of an Outage, E2open shall provide Customer a preliminary root cause analysis summary within 5 business days of the resolution of the issue.

Product Enhancements

Essential

Premier

Product alerts and announcements

Unlimited

Unlimited

Service packs

Unlimited

Unlimited

Input into future product development

Product roadmap reviews

Biannual

Continuous Improvement

Essential

Premier

Complimentary Leaders Forum passes

2 per year

E2open User Group membership

Special Interest Group (SIG) membership

E2open Training

5% Discount