Overview

The Software Support Agreement (SSA) is an annual subscription that includes:

• Technical Support
• Maintenance
• Software Upgrades

Term

The term is 12 months starting after the invoice date.

Vendor Responsibilities (IVS)

IVS will notify Customer of enhancements, updates and bugfixes these will be published in one of the following methods: IVS’s website or wiki, email, telephone or written letter. IVS will, from time to time, notify Customer with relevant documentation revised to reflect significant updates and enhancements to the Software made by IVS, if any, while the customer is under SSA using one or more of the following methods: IVS’s website or wiki, email, telephone or written letter.

IVS will supply Customer with reasonable means of accessing and applying modifications and enhancements to the Software, through the use of a network download or remote session. IVS is not obligated under this Agreement to perform on-site installation of modifications and enhancements to the Software.

Customer Responsibilities

Customer agrees to follow the IVS’s minimum hardware and software requirements in order for the Software to function properly in a production environment. Customer agrees that IVS is not responsible, nor obligated to change the Software due to Customer’s change in business practices, polices or procedures. However, Customer may request new features or upgrades to accommodate all or part of said practices, polices or procedures. Customer acknowledges that it is the sole responsibility of the Customer, at all times, including specifically during all service functions performed by IVS pursuant to this Agreement and undertaken on the Customer’s local installation of the supported Software, to protect and maintain an up-to-date and restorable backup of any and all related databases and files. Customer also must provide and keep up to date proper contact information for notification purposes.

Technical Support

The Customer may receive support by calling IVS’s telephone support phone number, email or by booking a support appointment.

• Phone: 262-746-9290 (monitored 7 am - 7 pm M-F CST)
• Email: support@ipivs.com (monitored 7 am - 7 pm M-F CST)
• Booking: https://ipivs.com/book

Support assistance may be delivered by telephone, email and/or remote assistance via a web meeting. Support will be provided to the Customer for assistance with software bugs, repair of known issues, troubleshooting of software malfunctions, installation and deployment, general questions, end user questions, software administration and best practices procedures. IVS is not responsible for software or hardware of third parties, but may, at the discretion of the support engineer, assist in troubleshooting these third-party hardware/software issues as they relate to the IVS Software. IVS will give reasonable assistance to Customer in installing and operating any new release or enhancement, provided, however, that if such assistance is to be provided onsite, such services will be charged at IVS’s then current consulting rate.

Software Maintenance

While the customer is under the SSA, IVS will provide the Customer with patches, bug fixes, and new releases of the Software along with other generally available technical material. All patches, bug fixes and releases shall be subject to the license agreement related to the Software.

Software Upgrades

If under SSA the customer is eligible for all software upgrades. Customer agrees that the releases of software upgrades are at the sole discretion of the IVS and shall follow the IVS’s internal quality standards. Further, IVS will choose software features to be depreciated or included. If a customer not engaged in a current SSA wants a software upgrade they will be required to purchase an upgrade at a rate of the IVS’s current upgrade pricing.

Support Hours

Monday - Friday 7:00 AM - 7:00 PM (CST) 

Optional 24×7 Support

24×7 support is available at an extra cost. This service is purchased on a yearly increment and appears as a separate line item on the applicable invoice. Customers who have purchased this service are given a different support number and are able to call that support number 24 hours a day 7 days a week with the exception of IVS holidays.  Note when requesting support outside normal business hours Customers must use the 24×7 phone number. This is the only support option monitored 24×7 and is only provided to customers who have purchased the 24×7 support service.

Upcoming IVS Holidays

• New Year's Day - Monday, January 1st
• Memorial Day – Monday, May 27th
• Fourth of July – Thursday, July 4th, and Friday, July 5th
• Labor Day – Monday, September 2nd
• Thanksgiving – Thursday and Friday, November 28th and 29th
• Christmas Eve – Tuesday, December 24th
• Christmas Day – Wednesday, December 25th
• New Year’s Eve Day – Monday, December 31st

Unresolved Calls

Not all calls may be resolved while the technician is on the phone. Some calls require testing and/or assistance from our development department to resolve. IVS will keep the designated contact person updated as to the status of the open call if the problem cannot be resolved while on the phone with the technician.

Non-Support Agreement

If a customer not engaged in a current SSA wants a Software upgrade or technical support they will be required to purchase a SSA for a minimum of 1 year and may be subject to a re-activation fee.

Overview

This Service Level Agreement “SLA” covers all support and maintenance services provided by Intelligent Videos Solutions “IVS” to the customer relating to the VALT (“Video Audio Learning Tool”) and BEAM Software packages. This agreement is effective from the date of installation of the VALT Software and will continue while the customer is under an active support and maintenance agreement.

This agreement is subject to change at the discretion of Intelligent Video Solutions.

Scope

Intelligent Video Solutions will provide technical assistance and troubleshooting for the following items:

• Software issues related to the VALT or BEAM applications.
• Hardware issues related to the VALT appliance (physical appliances only), IP cameras, microphones or other related equipment purchased by the customer from IVS and installed by IVS or an IVS certified reseller.
• Customer provided devices utilized to access the VALT Software.
  • Troubleshooting and support of client-side issues will be limited to assisting the customer in identifying any issue related to access to the VALT Software. Once the issue has been identified it will be the customer’s responsibility to resolve any issues related to customer supplied devices.

Maintenance

At the customer’s request Intelligent Video Solutions will perform requested maintenance on customer owned VALT physical and virtual appliances. These maintenance activities may include the following:

• Installation of OS level updates
• Installation or integration of third-party applications, such as a backup agent, on the VALT server.
  • All such third-party applications must first be reviewed by IVS. IVS reserves the right to deny the installation of any third-party application.
• Change in configuration to the VALT application, the underlying OS, or any support applications required to run the VALT Software. Any customer requested changes are subject to approval by IVS.

All maintenance requests must be scheduled with IVS and must occur during the support hours stipulated in this agreement.

Updates

Intelligent Video Solutions will perform updates to the VALT Software periodically. Notice of all major releases will be provided to the customer within 30 days of release. This notice may take the form of on IVS’s website or wiki, email, telephone or written letter. All updates must be requested by customer and scheduled a minimum of 24 hours in advance with IVS. No updates will be applied to a customer owned appliance without prior approval from the customer.

Limitations

Intelligent Video Solutions will not be responsible for any support for equipment provided by or installed by an authorized reseller or other third party. For the purposes of this SLA, a customer performing a self-install will be considered a third-party installer. The only exception to this policy will be the VALT Software, which IVS will provide support for. Any issues that IVS identifies as being related to hardware provided by a reseller or installation work completed by a third-party installer, will be the responsibility of the that party to resolve.

Severity Levels

Intelligent Video Solutions will classify all support and maintenance requests with a severity level according to the following list. The severity level will be used to determine the required response time as stipulated in the Target Response Section below. When determining a severity level, the following conditions will be taken into consideration:

• Impact of Issue on Customer Workflow
• Time Sensitivity of Issue
• Extent of Issue
• Availability of a Work Around
• Method of Submission

Severity Level 1

VALT application is completely down and unusable. The customer’s workflow is severely impeded by the outage of the video recording software.

Severity Level 2

VALT application is experiencing a critical issue resulting in reduced functionality. This issue is directly impacting the customer’s workflow.

Severity Level 3

The issue relates to the VALT application, but does not affect all users of the system. Most users are able to utilize the VALT software without issue or the issue does not significantly impact the customer’s workflow.

Severity Level 4

The issue is maintenance related and does not significantly impact the customer’s workflow.

Severity levels often cannot be properly assigned until the situation is assessed by an IVS technician.

All issues will be assigned a severity level based upon the initial reporting. That severity level may be adjusted after an IVS technician has reviewed the situation.

Target Response Times

Any issues submitted during covered support hours will be assessed by an IVS technician and assigned a priority. IVS will make every effort to respond to all support issues in a timely manner. The chart below outlines the target response times for all issues based on severity. All times listed are based on covered support hours. Any issues submitted outside support hours will be treated as having been submitted at the beginning of the next support day.

Intelligent Video Solutions recognizes that resolution of an issue may require multiple resources both from IVS, the customer, and third parties. As such, IVS offers no guarantees or warranties as to resolution timeframe for any reported issue. All issues will be resolved on a best effort basis.

Optional On-Site Service Agreement

An IVS on-site warranty must be purchased in advance.  An on-site service call can only be scheduled by an IVS technician after remote diagnostics are done.  The target response time to get a technician onsite with the appropriate hardware to fix the issue is 10 business days (~2 weeks). 

Customer Support

All support and maintenance issues should be submitted to IVS via one of the methods listed below.

• Phone: 262-746-9290 (monitored 8-5 M-F CST)
• Phone: 262-XXX-XXXX (monitored 24×7)
• Email: support@ipivs.com (monitored 8-5 M-F CST)
• Booking: https://ipivs.com/book

Any issues submitted via email will automatically be classified as a severity three or below. IVS should always be notified of critical issue via phone. The customer acknowledges by submitting an issue via the booking page that they are selecting a support time of their choosing and forgo any expectation of response times listed in this document.  Support issues should not be reported directly to any IVS employee or contractor. IVS cannot guarantee response time or resolution of any issues not reported to IVS customer support in the appropriate manner.

Customer Responsibilities

• Maintain a record of the configuration of the VALT application and any related equipment for use by IVS support in troubleshooting any issues related to the VALT Software.
  • IVS does not maintain a record of this information for any customer.
• Provide remote access to IVS support to the VALT server, IP cameras, and any computers experiencing an issue to facilitate troubleshooting.
  • IVS does not maintain any external access to customer owned hardware.
  • Remote access can be provided via Splashtop, Zoom, or any other remote software available to both IVS and the customer without any additional cost to IVS.
• Provide the necessary passwords to IVS support personnel to access the VALT appliance and all related equipment.
• Provide IT support staff to assist in troubleshooting and resolving any issues related to the VALT Software. This includes making required changes to networking, firewalls, antivirus, or any other software or hardware as required to restore the VALT Software to normal operating condition.
• Provide staff on site to assist with minor physical troubleshooting of issues related to the VALT Software. This includes, but is not limited to:
  • Rebooting Cameras
  • Verifying Equipment Status
  • Checking Wiring
• Maintain the VALT appliance and any related equipment in a climate controlled environment and ensure the equipment is not subject to physical damage.
• Back up the VALT database and all video files on the VALT appliance(s).
• Internet access may be required on the server to apply patches, bugfixes or updates.

Charges

Unless stated otherwise, all services associated with the maintenance and support of the VALT application and related equipment will be covered under the VALT maintenance and support agreement.

The maintenance and support agreement covers remote support services only. Any issues that cannot be resolved remotely which require a site visit from a VALT technician or contractor, may be billable. Billing for such services may include both on site hours and travel expenses.

Intelligent Video Solutions, LLC
END USER LICENSE AGREEMENT
for IVS VALT SOFTWARE and Related Software Products and Services

Thank you for choosing software (“Software”) from Intelligent Video Solutions (IVS). This End User License Agreement (this EULA) is a legally binding license agreement between you and IVS that describes your rights to use this software and services provided by IVS. IF YOU DO NOT AGREE TO EACH AND EVERY TERM AND CONDITION OF THIS EULA, YOU MAY NOT USE ANY SOFTWARE PROVIDED BY IVS. THIS EULA IS AN AGREEMENT TO LICENSE SOFTWARE, NOT AN AGREEMENT FOR THE SALE OF SOFTWARE.

For adequate consideration, IVS and End User (“You”) agree as follows:

1. Software Licensed, Not Sold. The Software is licensed, not sold. This EULA does not transfer or modify any ownership rights related to the Software, which are exclusively held by IVS.

2. License Grant to the Software. Subject to the terms of this EULA and of applicable fees, IVS hereby grants you a limited, worldwide, nonexclusive, nontransferable, revocable license, without rights to sublicense, to download and install the Software on one (1) server, and to use the Software for the purposes set forth in the applicable Software documentation, to the extent permitted by your payment of applicable fees and any specifications of your specific license grant and license type.

3. Title. IVS retains all right, title and interest in and to the Software.

4. Intellectual Property Rights Confidential. The IVS VALT Software is valuable trade secret(s) and the confidential and proprietary information of IVS. The Software and any copies thereof are the exclusive intellectual property of IVS and protected by copyright laws and international treaties and as well as other intellectual property laws and treaties. The structure and organization of the Software, along with its source code and object code, are confidential information and valuable trade secrets of IVS. You agree that any disclosure by you of this confidential information will cause immediate, irreparable harm to IVS for which a court of competent jurisdiction may award equitable remedies, as well as any other available legal remedies. IVS does not grant you any intellectual property rights in or to the Software. You agree to maintain the confidentiality of the Software, License Keys, and other intellectual property of IVS using your best efforts, and in no case less than reasonably prudent care for extremely sensitive and proprietary confidential information. You agree to reasonably communicate the terms and conditions of this EULA to those persons employed or engaged by you, or who otherwise come into contact with the Software, and other intellectual property of IVS, and to use best efforts to ensure their compliance with the terms and conditions of this Section 4.

5. Termination. IVS may terminate this EULA immediately and without notice if you fail to comply with any term of this EULA or fail to timely pay any amounts due IVS.

6. Effect of Termination. In the event of termination, you must immediately and completely cease using the Software in any way, and destroy all copies of the Software.

7. Limited Warranty. IVS warrants that the Software will substantially conform to the description contained in the applicable end user documentation for a period of 90 days after the earlier of the date IVS provides the Software or the date you downloaded the Software. EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IVS PROVIDES THE SOFTWARE AND SERVICES WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA OR COMMUNICATION WITH YOU, AND IVS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IVS DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL MEET YOUR NEEDS OR THAT THE SOFTWARE OR SERVICES WILL BE OR PROVIDE FOR ERROR FREE OPERATION OR OPERATION WITHOUT INTERRUPTION. IN THE EVENT YOU OBTAINED THIS LICENSE FROM A RESELLER, DISTRIBUTOR, OR OTHER THIRD PARTY, IVS SHALL HAVE NO OBLIGATION TO YOU UNDER ANY WARRANTY GIVE BY SUCH RESELLER, DISTRIBUTOR, OR THIRD PARTY, OR THEIR RESPECTIVE AGENTS OR EMPLOYEES.

8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IVS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA,OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE RELATED TO THE SOFTWARE, SERVICES, OR OTHER SUBJECT MATTER HEREOF. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INDIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU.
IVS’S LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, EXCEED THE FEES, IF ANY, PAID BY YOU FOR THE SOFTWARE AND SERVICES LICENSED TO YOU UNDER THIS EULA. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER IVS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU AND IVS AGREE THAT, GIVEN THE PRICE OF THE SOFTWARE AND THE NATURE OF THE CIRCUMSTANCES, THE PRECEDING LIMITATIONS ARE FAIR AND REASONABLE.

9. Taxes. You shall be solely responsible for, and shall pay directly, all taxes, duties, and charges incurred related to this EULA or the Software or Services.

10. Entire Agreement. This EULA sets forth IVS’s entire liability and your exclusive remedy with respect to the Software, Services, and other subject matter hereof, and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Software. ANY PURCHASE ORDER OR OTHER DOCUMENT PROVIDED BY OR RECEIVED FROM YOU SHALL BE FOR YOUR INTERNAL USE ONLY AND SHALL NOT BE APPLICABLE TO IVS NOR SHALL IT MODIFY THE TERMS OF THIS EULA OR GOVERN YOUR USE OF THE SOFTWARE. IVS REJECTS ANY TERMS CONTAINED IN YOUR PURCHASE ORDERS OR SIMILAR DOCUMENTS.

11. Notices. Notices required by or related to this EULA from you must be sent via U.S. Mail or reputable overnight carrier, return receipt requested, to IVS’s then current mailing address, which is presently N53W24747 S Corporate Cir, Sussex, WI 53089.

12. Severability. If a provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected.

13. Relationship of You and IVS. This EULA shall not be construed to create any employment, partnership, joint venture, franchise, or agency relationship between you and IVS, or to authorize either party to enter into any commitment or agreement binding on the other party.

14. Governing Law. This EULA will be governed by the laws of the State of Wisconsin without regard to its choice of law principles. Any dispute under this EULA will be venued in Waukesha County, Wisconsin.

15. Contact Information. If you have any questions about this EULA, please contact IVS at ipivs.com.

16. Survival of Terms. These terms shall survive termination of this EULA.

Field Installation Services

Intelligent Video Solutions will provide technicians to install the necessary hardware and cabling to complete the solution as outlined in the quotation.

Field installation services include:

• Run cable for microphones and terminating microphones to audio interface device.
• Connecting and configuring audio interface device and setting up audio levels.
• Install cameras and connect cameras to network. Focus cameras if required.
• Connect and terminating audio from audio interface to camera.
• Label cameras with IP address if desired
• Run cable for I/O buttons, install I/O buttons, and connect I/O buttons to cameras.
• Run cable for privacy switches, install privacy switches, and connect privacy switches to cameras.

Field Engineering/Training Services

Intelligent Video Solutions will provide an engineer to custom configure the VALT software to meet the specific needs of the customer. Included in the set up and configuration of the head end is the following:

• Entering IP camera information into the software and name cameras according to customer desired room names or camera ID’s.
• Working with the customer to develop custom fields associated with each camera and configuring user templates for those fields.
• Working with the customer to define user groups and defining appropriate rights and access requirements for each group.
• Setup of applicable users accounts.
• Testing configuration and insuring software and all hardware is configured and working as specified.
• Training the end users on the client software.
• Training administrators on the set up and configuration of administrative portions of the solution.

Client Responsibilities

Pre Installation:

• Provide site diagram to IVS.
• Install network drop for each camera to be installed.
• Configure network / vlans for server and cameras.
• Configure any internal firewalls to allow communication between the servers, cameras, and clients.
• Identify location / space for server appliances
• Provide instructions for IP settings on cameras and servers.
• Provide IVS with user data templates (this can be done on site if required)

Installation:

• Provide parking pass and access to site along with any keys / access information
• Provide guest user internet access if possible
• Provide workstation access to camera IP’s
• Provide training location for staff and insuring it has access to video system
• Provide IVS with installation locations for all I/O buttons and privacy switches.
• Conduct and initial walk through with IVS and agree upon camera locations.
• Conduct final walk through with IVS

Installation Service Postponement or Cancellation Notice

• Client is responsible to provide written notice of cancellation or postponement for all on-site services.
• Any cancelation or postponement greater than 45 days will have no penalty assessed.
• Any postponement or cancelation less than 45 days, a 20% charge will be added to the existing cost of installation and must be paid in full prior to re-scheduling. If all plans are canceled, 20% of all installation costs will be non-refundable.
• Any postponement or cancelation less than 14 days, a 40% charge will be added to the existing cost of installation and must be paid in full prior to re-scheduling. If all plans are canceled, 40% of all installation costs will be non-refundable.

IVS’s internal invoicing process is event driven and follows the following milestones:

• Upon shipment:
  • Quoted hardware (servers, cameras, etc.) as soon as possible upon purchase order receipt as dictated by product availability, unless otherwise requested by the customer.
  • Software licenses for software pre-loaded on purchased servers.
• Upon installation completion:
  • Cost of initial Software Support Agreements (SSA). Agreement duration terms begin on date of system installation.
  • Cost of installation services (project management, installation, system configuration, training, etc.).
• Upon electronic notification of Virtual Machine (VM) instructions and/or licenses.
• Upon request to renew Software Support Agreement(s) (SSA) or software Subscription License(s). (You will be notified 90 days prior to expiration of a pending expiration to the person IVS has on record for your organization.)

Standard Terms of Sale (Domestic)

• Hardware, software licenses terms are NET 30 days from the date of shipment.
• Installation Services terms are NET 30 days from the date of installation completion.

Optional Terms of Sale (Domestic)

Notice of customer preference of optional terms of sale must be received by IVS with receipt of purchase order and in any event, prior to shipment.

• 50% down payment with receipt of the purchase order and the balance due upon installation completion.

Integrator Channel Terms of Sale (Domestic)

Integration partners with valid, active Value-Added Reseller Agreement (VARA) on file have pre-determined terms of sale. (IVS reserves the right to request appropriate documentation throughout the term of the VARA to re-evaluate the pre-determined terms of sale at any time to ensure that our extended terms continue to be appropriate for the credit risk being accepted.)

Terms of sale can result in one of the following:

• • Net 45 days from the date of Shipment.
  • 50% down payment with receipt of the purchase order, or
  • Cash in advance with receipt of the purchase order.

International Sales

• Cash in advance.

Other Terms

• IVS charges a 3% service fee on all credit card transactions of $3,000 or more.

SSA/Subscription renewals are due on the expiration date of prior expiring SSA/Subscription.