On Premises Maintenance Services Policy (“MSP”)

1. Definitions and Interpretation

For purposes of this MSP, the terms listed below shall have the meanings indicated beside them:

“Business Day” means Monday through Friday, excluding NICE’s observed local holidays.

“Business Hour” means an hour that occurs on a Business Day during Standard Hours.

“Call Back Response Time” means the time by which NICE will initiate a call back to Customer in response to a Support Case initiated by the Designated Contact in accordance with the Severity Level of the Error. The Call Back Response Time commences at the time when NICE receives the mandatory data required to create a Support Case from the Designated Contact, as described in Section 7 below.

“Error(s)” means a reproducible problem that causes a failure of the Products to operate substantially in accordance with the applicable Documentation under conditions of normal use. A non-conformity shall not be considered an Error if it results from: (a) Customer’s use of the Products other than in accordance with the applicable Documentation; or (b) Customer’s introduction of data into any data structures or tables used by the Products by any means other than in accordance with the Documentation; or (c) any third party software or third party equipment not authorized by NICE in the Documentation.

“Extended Hours” means twenty-four (24) hours per day, seven (7) days per week, and three hundred sixty-five (365) days per year.

“Hot Fix(es)” means a software patch to address Severity 1 or Severity 2 Errors.

“Hours of Support” means the timeframe during which NICE shall perform Maintenance Services.

“Maintenance Services” means the maintenance services provided in accordance with this On-Premise Maintenance Policy for NICE’s proprietary Software and Equipment, as applicable.

“Microsoft Service Pack(s)” means a patch or collection of patches issued by Microsoft to correct errors or defects in Microsoft applications.

“Minor Release(s)” means any modification or addition to NICE’s proprietary Software that, in NICE’s opinion, results in minor changes to the overall utility or functional capability of the Software and may contain Error corrections. Minor Releases are represented by a change to the right of the decimal point in the version number of the particular Software (e.g., v1.0 to v1.1). For the avoidance of doubt, the fees for professional Services required to implement new Minor Release not required to correct an Error are not included in the Maintenance Services fees.

“Named User(s)” means, as applicable: (a) any individual who can log in to a Product; or (b) Customer’s supervisory and quality management personnel identified and authorized by Customer to have access to the Products.

“Next Business Day” means the next Business Day during Standard Hours.

“On Site Support” means NICE’s performance of Maintenance Services related to Equipment installed at the Customer’s location.

“On Site Response Time(s)” means the period of time by which NICE Personnel are to arrive at the Customer’s location where an Equipment Error has occurred. On Site Response Times are measured beginning at the time that a determination is made by NICE that On Site Support is required at an agreed upon time. On Site Response Times may be adjusted to coincide with the delivery of Repair Parts.

“Production Environment” means an operational environment used for the purpose of handling live interactions, data processing, or Customer’s fulfillment activities (i.e., as opposed to a testing/lab environment).

“Release(s)” means, collectively, Minor Releases and Hot Fixes. Releases are available solely for the same number of licenses and for the current version of NICE’s proprietary Software purchased by Customer from NICE. Releases provided hereunder shall be deemed to be included within the definition of Software.

“Remote Support Coverage” means the period of time during which NICE Personnel are to provide Maintenance Services by phone or remote access to the Products via VPN, Microsoft Teams, Team Viewer, or Webex.

“Response Time(s)” means collectively, the Call Back Response Time and the On Site Response Time.

“Second Business Day” means two (2) Business Days following the current Business Day during Standard Hours.

“Self-Service Portal” shall mean the web site located at http://www.WISER.NICE.com.

“Support Case” shall mean a request issued by a Designated Contact containing the following information (as applicable) that must be supplied to NICE prior to NICE’s performance of Maintenance Services: (a) company name; (b) site name; (c) country; (d) requester’s full name; (e) phone number; (f) mobile number; (g) alternate contact information (if any); (h) VPN access information; (i) email address; (j) serial number of the Products; (k) description of the issue; (l) IP address of the server (if applicable); and (m) the Support Case number (if calling about a previously reported issue).  

“Severity Level” shall mean the classification of an Error, which shall be determined by the definitions set forth in Section 9 of this On-Premise Maintenance Policy.

“Standard Hours” means 8 AM to 5 PM (local time) on each Business Day, excluding NICE’s observed local holidays.

“Sunset Policy” means the document published by NICE from time to time and available on the Self-Service Portal, which sets forth the lifecycle of the Products and applicable third party hardware, operating systems and software products.

“Sunset Products” means the Product and applicable third party products versions for which, pursuant to the Sunset Policy, the final date on which NICE offers Maintenance Services (including technical support, help desk support, training and spare parts) has passed.

“Maintenance Program Option(s)” shall mean the maintenance program option as specified in Exhibit A.

 “NICE Personnel” means NICE-certified technical personnel who provide Maintenance Services.

“Workaround” means a modification or a change in process for a particular version of the Products, which may be of a temporary or interim nature, to mitigate the effects of an Error.

2. Maintenance Services

2.1 Subject to the Sunset Policy, NICE shall provide the Maintenance Services described in this On-Premise Maintenance Policy to Customer as follows:

2.1.1 For the initial period of twelve (12) months commencing on the date of installation or fifteen (15) months commencing on the date of shipment by NICE of Customer’s initial order of Products,whichever date comes first (“Initial Maintenance Services Term”).

2.1.2 The Initial Maintenance Services Term shall be automatically extended for additional periods of twelve (12) months (each an “Extended Maintenance Services Term”), and the fees for each such Renewal Term shall be subject to an increase of three percent (3%). Notwithstanding the foregoing, either Party may, at least ninety (90) days prior to the conclusion of the Initial Maintenance Services Term provide the other Party with written notice of termination (a “Non-Renewal Notice”), which Non-Renewal Notice shall be effective on the date of the expiration of the Initial Maintenance Services Term, at which time, performance of the Maintenance Services shall cease. Each Extended Maintenance Services Term, if any, shall be extended or terminated in the same manner as the Initial Maintenance Services Term in accordance with this Section, provided that a Non-Renewal Notice for any Extended Maintenance Services Term shall be effective at the end of the then current Extended Maintenance Services Term. The Initial Maintenance Services Term and Extended Maintenance Services Term are collectively referred to herein as the “Maintenance Services Term”. Customer understands that, if Customer fails to provide a Non-Renewal Notice, Customer shall be responsible for payment in full to NICE of the fees associated with the next Renewal Term regardless of whether Customer has issued a purchase order to NICE.

2.2 Additional Products purchased by Customer during the Maintenance Services Term (“Added Products”) shall become subject to this MSP on the date of NICE's shipment to Customer of such Added Products.

2.3 Except as required to provide the Services under this MSP, nothing in this MSP permits NICE Personnel to conduct unauthorized monitoring or capturing of any information or data from the Customer in performance of the Maintenance Services.

3. Responsibilities of Customer.

To enable NICE to successfully provide Maintenance Services, Customer shall, throughout the Maintenance Services Term, and at no charge to NICE:

3.1 Assign designated personnel to perform the administrative duties described in the Documentation for the applicable Products (“Administrator(s)”). Customer shall provide Administrators the credentials necessary to perform all required administrative tasks, such as: set-up and maintenance of Named User login IDs and passwords; alteration of welcome messages and announcements on the home page using the standard interface of the Products; and the scheduling of Named Users. Prior to performance of such duties, Administrators shall successfully complete the applicable NICE training course(s), and any such supplements thereto that may be offered by NICE from time to time. As reasonably required by NICE, Administrators shall assist NICE Personnel in troubleshooting problems with the Products.

3.2 Assign two (2) individuals, who shall perform the following tasks in connection with the Maintenance Services (“Designated Contact(s)”): (a) successfully complete the same NICE training requirements as Administrators; (b) after successful completion of such training, perform Triage Support as described in Section 3.3 below, and submit Support Cases as described in Section 10 below; (c) develop knowledge and understanding of the currently deployed Products; (d) accurately characterize problems and describe their business impact; (e) reasonably describe symptoms of problems; (f) provide background information leading up to problems; (g) describe the steps or actions taken to try and resolve such problems; (h) provide timely and accurate responses to NICE requests related to the delivery of the Maintenance Services; and (i) provide timely feedback on fixes and recommendations.

3.3 Prior to submitting a Support Case, the Designated Contacts shall: (a) assist a User with usage of the Products or the Documentation; (b) identify and document a reported problem in the Products and the issues causing the condition reported by a User; and (c) commence troubleshooting the reported problem (“Triage Support”). As part of Triage Support the Designated Contacts shall: (i) document the reported problem; (ii) analyze or reproduce the reported problem or determine that the reported problem is not reproducible; (iii) resolve any User issue caused by an Error in the Software for which NICE has provided the needed support action to the Designated Contacts; (iv) identify and implement any Workarounds provided by NICE Personnel; and (v) maintain contact information and be available as an escalation point.

3.4 Upon completion of Triage Support, should the Designated Contact be unable to resolve an issue reported by a User, the Designated Contact shall: (a) submit a Support Case; (b) track new Support Cases and updates to existing Support Cases; (c) upon NICE request, produce records showing the system maintenance and the previous sixty (60) days of Customer change management reports; and (c) provide sufficient information to NICE for NICE to duplicate the circumstances (if possible) indicating a reported Error. Throughout the duration of a Support Case, the Designated Contact shall: (i) where applicable, promptly approve NICE’s implementation of Hot Fixes and Workarounds; (ii) reasonably cooperate with NICE, provide full information, unlimited remote access and required physical access to the Products as well as the data relating to the operation of the Products; and (iii) provide NICE Personnel, with any key or other means required for undoing any type of encryption in the Products. Customer’s and/or Designated Contact’s failure to provide unlimited remote access as required by subsection (ii) above shall excuse any resulting service level failures.

3.5 At all times, (a) ensure the physical and virtual security of the Products, including proper installation of new Microsoft Service Packs that have been verified by NICE; and (b) in accordance with the Documentation and the written instructions of the NICE Personnel, Customer shall (i) operate the Products, and perform administration relating to the Products; (ii) maintain the site(s) where the Products are installed; (iii) maintain third party servers and third party software used in connection with the Products; and (iv) perform routine solution maintenance.

3.6 Following NICE’s receipt of a Support Case, the NICE Personnel handling the call will respond within the Call Back Response Time defined in Section 8 of this On-Premise Maintenance Policy. The Designated Contacts may submit Support Cases for Severity 1 Errors After-Hours via telephone.

3.7 When NICE considers it necessary for the performance of the Maintenance Services hereunder, Customer shall promptly provide NICE with remote access to the Products, consistent with Customer’s security requirements, and shall provide reasonable assistance and facilities as requested to expedite the performance of the Maintenance Services by NICE. The Customer shall provide the NICE with remote access through a method that has been mutually agreed by the Parties.

4. Exclusions from Maintenance Services

4.1 NICE may, at any time, exclude from Maintenance Services any Equipment that has been: (a) modified, repaired or serviced by anyone other than NICE Personnel, unless otherwise authorized by NICE in writing; (b) subjected to unusual physical or electrical stress, whether such stress results from accident, neglect, misuse, failure of electrical power, air conditioning, humidity control, transportation, or any other cause other than ordinary use; (c) relocated from its place of installation, unless otherwise authorized by NICE in writing; (d) connected to, or integrated with, any systems or servers not certified by NICE to operate with the applicable Product, unless otherwise authorized by NICE in writing; (e) any Product that experiences an Error resulting from Customer’s use of the Equipment other than in accordance with the applicable Documentation

4.2 NICE may, at any time, exclude from Maintenance Services any Software that experiences an Error resulting from: (a) Customer’s use of the Software other than in accordance with the applicable Documentation; (b) the introduction of data into any data structures or tables used by the Software by any means other than contemplated by the applicable Software Documentation; (c) the modification or servicing of the Software by anyone other than NICE Personnel, unless otherwise authorized by NICE in writing; or (d) changes to Customer’s infrastructure in which the Software is installed.

4.3 Maintenance Services shall not be provided in respect of Sunset Products.

4.4 NICE shall not perform any work external to the Products, such as electrical work or support of attachments to the Products or other devices connected to, or interconnected with, the Products (e.g., a Customer network or third party equipment) that are not furnished by NICE.

4.5 NICE’s performance of Maintenance Services shall be excused in the following circumstances: (a) repairs which are impractical for NICE to perform due to the connection of the Products or any part thereof to another device, or the inaccessibility of the Products or any part thereof; (b) installation of any software on the same server on which the Software is installed, or the combination of any software with the Products, unless such software was provided or approved by NICE in writing; or (c) Customer’s failure to meet any of its responsibilities set forth in this MSP. NICE shall notify Customer promptly following any of the events described in this Section 4.5, and NICE’s performance of Maintenance Services shall be excused until such failure has been cured.

5. Eligibility for Coverage

If the Parties agree to add any products to this MSP which were not, as of the MSP Effective Date, covered by a separate direct NICE maintenance agreement, in addition to Customer paying the current Fees for Maintenance Services for such products, prior to the inclusion of such products under this MSP, Customer shall pay for any lapsed Maintenance Services. Any such products added to this MSP shall be deemed to be Added Products pursuant to Section 3.3 above.

6. Other Services

Any services which are not specifically included in the Maintenance Services and which Customer wishes NICE to perform shall be at an additional cost to Customer and shall be performed, if at all, pursuant a separately executed Professional Services terms and conditions.

7. Support Contacts

Customer may contact the NICE helpdesk via the Self-Service Portal or (for a Critical Severity Case after Standard Hours and during local holidays) by calling the following :

Table A-1 Support Contacts
For NICE Enterprise Solution Family
http://wiser.nice.com	Recommended First Step
United States	+1 800-642-3611
United Kingdom	+44 0 148 977 1633
All other locations	+972 9 775 3800

8. Maintenance Program Options:

The following table describes the Maintenance Program Options available to for purchase by Customer from NICE:

The following table describes the Response Time applicable to all Maintenance Program Options:

All on-site support requires an agreed to appointment time between the dispatch support provider and the customer point of contact.

9. Service Levels

9.1 Severity Definitions. Errors shall be classified in accordance with the following chart:

Table A-2
Severity Level	Definition	Examples
1. Critical (System Unavailable)*	I. Critical issue that severely impacts use of the Software. II. No Workaround.	A. The Software is completely unavailable. B. The majority of users cannot login. C. Data integrity issues.
2. High (System Impaired)*	I. Major functionality is significantly impacted. II. No Workaround.	A. Service interruptions to some but not all functionality. B. Alerts not being generated
3. Medium (Minor Impact)	I. Multiple users impacted by a moderate loss of use of the Software. II. Critical or High impact on a non-production Software. III. A Workaround exists.	A. Functional limitations which are not critical to Customer’s daily operations (e.g. reports not being generated). B. Moderate degradation in function, or feature performance.
4. Low (Informational)	I. Minor loss of the Software features. II. Inquiries III. Medium or Low impact on non-production Software.	A. There is no significant Customer impact. B. Non-Critical or minor loss of functionality or features.

9.2 Software Hours of Support Table

Table A-3
Severity	Target Call Back Response Times
1: Critical*	60 minutes
2: High**	4 hours during Customer’s business day
3: Medium**	Next business day
4: Low**	Next business day

*24/7
** 8 AM – 5 PM (Monday-Friday) local time where Software is installed

10. Maintenance Services

Subject to Customer’s fulfilment of its obligations defined in the MSP, the following services shall be performed by NICE during the Maintenance Services Term in accordance with the Maintenance Program Option selected by Customer:

10.1 Support Cases for issues (all Severity Levels) shall be initiated by Customer by contacting the NICE helpdesk. Designated Contact may open a Support Case through the Self-Service Portal. Designated Contact may open a Support Case for a Critical Severity Case after Standard Hours and during local holidays by calling (800) 642-3611.

10.2 NICE shall be perform Maintenance Services in accordance with the Hours of Support, the Response Times and the Severity assigned to an Error as described in Sections 8 and 9 of this On-Premise Maintenance Policyabove, as applicable.

10.3 Upon NICE’s determination that a Severity Level 1 or Severity Level 2 Support Case is an Error, such Error shall be worked on until the Products are restored to pre-Error functionality. Restoration may be in the form of a Workaround or a Release. In such instances, NICE shall notify Customer of NICE’s implementation of a Restoration via Remote Access (a “Restoration Notice”). A Support Case shall be closed two (2) Business Days following the issuance of a Restoration Notice, unless during such period, Customer notifies NICE that the Error remains unresolved, in which case, the Case shall remain open. In some cases, the Products may not materially conform to the Documentation because of an error in the Documentation, rather than an Error in the Products. In such cases NICE may provide corrected Documentation.

10.4 Releases shall only be made available to Customer: (a) for the version of, and options included in, the Software that was originally purchased by Customer and any future versions thereof provided by NICE as part of the Maintenance Services; and (b) if and when such Releases are made commercially available by NICE to its customers generally. The software and content of the Releases shall be determined by NICE in NICE’s sole discretion. For the avoidance of doubt, if the Maintenance Services Term is terminated in accordance with the Terms and Conditions, NICE shall not provide, and Customer shall not be entitled to receive, any Releases after the effective date of termination.

10.5 To the extent that Equipment is purchased, NICE shall perform analysis, diagnosis and repair or, at NICE's discretion, replacement of faulty Equipment components, which includes dispatch of required parts to repair faulty Equipment components (“Repair Parts”) and, where NICE considers it necessary provide On Site Support. Unless otherwise agreed upon by NICE and Customer, Repair Parts will be shipped next Business Day.