This STATEMENT OF WORK (“Statement of Work” or "SOW") is entered into and made effective as of the date of the executed Order Form (the “Effective Date”) by and between the person or entity noted on the Order Form requesting training (the “Client”) and NodeSource, Inc. (“NodeSource”) (each, a “Party” and together, the “Parties”).(“NodeSource”) (each, a “Party” and together, the “Parties”) This SOW is made in connection with the Master Services Agreement noted on the Order Form This SOW is subject to and governed by all terms and conditions of the Agreement and Order Form.
N|Support is a collection of premium software support offerings provided by NodeSource, The Enterprise Node.js company. Client has asked and NodeSource has agreed to provide enterprise Node.js support to Client via its N|Support offerings (hereafter, the “Services”) under the terms and conditions set forth below and on the Order Form attached hereto and incorporated by reference.
NodeSource offers N|Support in a three-tiered model in order to allow clients to select the support level that provides the Services needed at a cost-effective price point. Client has requested the support level specified in the Order Form. Support offerings associated with the selected tier are specified in the N|Support Offerings Comparison Chart, attached hereto as Exhibit A. Should Client require Services beyond those provided for by Client’s N|Support tier, a new N|Support agreement shall be executed to cover Client’s additional support needs.
3.1 Fees. Client agrees to pay the subscription fee specified in the Order Form.
3.2 Out of pocket expenses. NodeSource will be reimbursed by Client for all reasonable travel, mileage, food, lodging and other out-of-pocket expenses incurred in performance of the Services. NodeSource will submit to Client invoices and supporting documentation acceptable to the Client, acting reasonably, for such expenses. If employees or agents of NodeSource are required to provide Services at locations other than at the premises of NodeSource, reasonable expenses will include all reasonable travel, accommodation and food expenses of such employees and agents.
Payment will be made within thirty (30) days from the invoice date (“NET 30”), payable in U.S. dollars at the address or to the bank account provided to Client by NodeSource. Past due amounts will incur a 1.5% interest charge per month, compounded monthly.
5.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period specified on the Order Form, renewing automatically for successive 12 month periods, until terminated in accordance with Section 5.2.
5.2 Termination. This Agreement and all rights under this Agreement will terminate automatically and cease to be effective on the earlier of (1) nonrenewal of this Agreement caused by Client providing written notice to NodeSource of its intent not to renew this Agreement at least thirty (30) days prior to the renewal date, (2) termination of this Agreement by NodeSource after providing sixty (60) days written notice of its intent to terminate, or (3) termination of this Agreement by NodeSource for Client’s failure to comply with any term(s) of this Agreement, including failure to timely pay any undisputed past due amounts, after being provided seven (7) days written notice by NodeSource.
5.3 Consequences of Termination; Survival. Upon termination of this agreement, any outstanding payment obligations by Client shall become immediately due. In the case of termination by NodeSource under subparts (2) or (3) above, NodeSource will refund to Client a prorated amount of Client’s subscription fee, if applicable. Any outstanding payment obligations Sections 2 of this Agreement shall survive any termination of this Agreement.
6.1 Counterparts. This SOW may be executed in one or more counterparts and by exchange of signed counterparts transmitted by facsimile, email, or other electronic means, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.
6.2 Conflicts. In the event of any inconsistency between the Agreement and this SOW, this SOW shall take precedence. In the event of any inconsistency between this SOW and the Order Form, the terms of the Order Form shall take precedence.
|Support Offerings||NSupport Developer||NSupport Standard||NSupport Enterprise|
|Product Scope||Node.js v4 or later||Node.js v4 or later||Node.js v4 or later|
|Knowledge Base & Educational Material||✔||✔||✔|
|Installation & Configuration Assistance||✔||✔||✔|
|General Usage Support||✔||✔||✔|
|Problem Diagnosis & Troubleshooting||✔||✔||✔|
|Best Practices and Performance Tuning Guidance||✔||✔||✔|
|Designated Client Support Contacts||-||1||3|
|Personalized Support Engineer||-||-||✔|
|Quarterly Service Reviews||-||-||✔|
|Number of Tickets*||10 / month||unlimited||unlimited|
|Target Response Times**||P2: 4 hours P3: 1 business dayP4: 1 business day||P1: 1 hour P2: 4 hours P3: 1 business day P4: 1 business day||P1: 1 hour P2: 4 hours P3: 1 business day P4: 1 business day|
|Availability||Monday-Friday9 AM-5 PM CST||Monday-Friday24 hours per day||Monday-Sunday24 hours per day|
|Contact Methods||email, portal||email, portal||email, portal, phone|
|Languages Supported||English, Spanish||English, Spanish||English, Spanish|
* Number of Tickets : A Support Ticket is defined as a single question submitted on a single subject.
** Priority Definitions (for Target Response Times): NodeSource will endeavor to provide an initial response to a Support Ticket according to the following priority levels, and will follow-up with additional responses as necessary. Because support issues may be highly complex and require multiple follow-ups, NodeSource cannot guarantee when an issue will be resolved.