This document, Terms of Service (“Terms”), is agreed by and between CodeLathe Technologies, Inc. dba FileCloud, (“FileCloud”) and any entity (“Customer”) that has an active Support Subscription or Support Contract (“Support”) for one or more products or services (“Product”) provided by FileCloud.
FileCloud agrees to support the purchased FileCloud products and provides agreed services. The Customer agrees to pay for such Support services subject to the terms herein.
3. Scope of Service
The Terms provide various levels of Support and Services for Customers worldwide, detailed in Appendix A: Support Subscription Offerings.
The Support Subscription offered by FileCloud includes:
- Diagnosing, troubleshooting, and correcting incidents with the FileCloud installation.
- Answering general information questions (How To’s).
- Resolving incidents related to licensing issues.
- Resolving technical issues faced after upgrading to a new version of FileCloud.
- Self-help user support includes the FileCloud knowledge base where the solutions to common issues may be found. https://www.filecloud.com/supportdocs/.
The following will be considered “out of scope” by FileCloud Support Services. Most of these services can be procured through FileCloud Professional Services or select partners:
- Configuration, diagnosis, and troubleshooting are not related to FileCloud deployment.
- Customization of configuration and Support of special use cases.
- Configuration and development of “rules” in connection with retention, policies, data leak prevention, smart classification, and scripting.
- Integration and configuration of FileCloud with third-party services may include ICAP Antivirus, SIEM connection, Active Directory, Single Sign-On, SMS connectivity, and Client Application MDM Configuration.
- Deployment, troubleshooting, and configuration of high availability, networking, load balancing, perimeter security, proxy, multisite/DNS, data seeding
- Configuration and customization of FileCloud User and Administrative “Workflows.”
- Initial setup of user content/data, database, and configuration backup.
- Customized or live training.
FileCloud reserves the right to modify these terms at its discretion and without notification.
4. Contacting FileCloud
FileCloud Support can be reached via ticket submission form available at our website https://help.filecloud.com/support/index.php/en through login to the customer support portal.
4.1 Customer Support Standard operating hours
|Region||Hours of Operation|
|Americas||9 AM – 5 PM CST, Monday to Friday|
|EMEA||9 AM – 5 PM GMT, Monday to Friday|
|APAC||9 AM – 5 PM SST, Monday to Friday|
4.2 Recording Calls
In carrying out its obligations, FileCloud may, at its discretion, record part or all of the calls between the Customer and FileCloud. Primarily call recording monitors FileCloud’s service quality and training; however, in some circumstances, FileCloud may use call recording to determine if a Customer has been offensive towards FileCloud representatives, which could lead to grounds for termination of Support. By utilizing these Services, you consent to have your calls with FileCloud monitored and recorded.
5. FileCloud’s Obligations
The following FileCloud obligations require the Customer to have active and paid Support:
- FileCloud will provide Support for any Product(s) covered by these Terms. Such Support will consist of responding to reasonably-required incidents to make the Product(s) perform as described in the current Product(s) specifications. The Customer will receive Support services as purchased, subject to the service offerings shown in Appendix A: Support Subscription Offerings.
- During the Support term, the Customer is entitled, at no additional charge, to updated versions of covered software such as bug fixes and incremental enhancements designated by minor software update increases.
- Support for Free FileCloud is limited to Community Support via https://community.filecloud.com/.
6. Customer Responsibilities
In order to receive FileCloud Technical Support, the Customer agrees to:
- Ensure an active Support Subscription in place with FileCloud before requesting any service or Support. Expired Support will be referred to FileCloud Sales.
- Cooperate with and follow instructions provided by FileCloud Support.
- Provide accurate and detailed information, including the FileCloud version regarding the reported incident, with clear explanations.
- Respond in a timely manner to additional requests for information regarding the incident.
- Back up all existing data before a live session.
- Remove confidential or proprietary data from logs or any information provided to Support.
FileCloud WILL HAVE NO LIABILITY FOR:
- Any confidential or proprietary information released to FileCloud as part of delivery support or professional services. FileCloud Support will not retain record of such information.
- The loss of user data includes files, folders, shares, permissions, metadata, workflows, audit logs, database, database backups, application logs, search data, reports, customizations, settings, external integrations, etc.
- And for any acts or omissions, including negligence by a third-party service provider.
Services provided by FileCloud under these terms are limited to the Product. They are contingent upon the Customer’s proper use of the Product in the application for which it was designed. Product specifications and datasheets may be found on the FileCloud website (www.filecloud.com). FileCloud will not be obligated to provide any service or to correct any malfunction, damage, or any other problem if the Product:
- Has been altered, except by FileCloud.
- Has not been installed, operated, repaired, or maintained following FileCloud instructions.
- Is deployed in a customer network configuration outside the technical scope and intended use of the Product.
- FileCloud reserves the right to limit Support, including error correction services, of any Product version before the most recently released Generally Available (GA) software versions.
8. Prices and Payment
Fees for the initial or any subsequent term of this Support will be due and payable next 30 days from the date of invoice. FileCloud may accept payment in any amount without prejudice to its right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement on any check or payment or in any letter accompanying a check or payment or elsewhere will be construed as an accord or satisfaction. Overdue payments may be charged interest at the lesser of 1.5% per month or the maximum interest allowed by law. If FileCloud is required to retain a collection agency or attorney to collect overdue payments, all reasonable collection costs, including attorney fees, will be payable by the Customer.
- If a customer wishes to purchase Support for a Product where the Support has lapsed on the Product, the Customer will be charged the then-current standard Support fee for the forthcoming year and may be required to pay a pro-rated fee for the time period lapsed.
9. Taxes and Other Charges
All charges are exclusive of all taxes or fees levied by outside parties, such as but not limited to foreign, federal, state, municipal, or other government excises, duty, sales, use, VAT, GST, or occupational taxes or charges now in force or enacted in the future. In such an event, FileCloud may be required to collect for such payments upon the services performed or materials provided hereunder, whether during the service coverage period or otherwise.
10. Limitation of Liability
FileCloud’s sole obligation and liability hereunder is for the service and repair of the Products covered under these Terms. FileCloud will have no further obligation or liability beyond such service and repair. IN NO EVENT WILL FILECLOUD BE LIABLE FOR ANY DAMAGE RESULTING FROM LOSS OF USE, DATA, PROFIT, OR BUSINESS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING FROM AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY. FILECLOUD LIABILITY FOR DAMAGES FOR ANY CAUSE, WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT) WILL BE LIMITED TO THE SERVICE FEE ACTUALLY PAID UNDER THESE TERMS.
11. General Provisions
- Non-Assignment: No assignment by the Customer of these Terms will be binding on FileCloud without FileCloud’s prior written consent.
- Governing Law: These Terms will be governed by and construed in accordance with the laws of the State of Delaware in the United States of America.
- Entire Agreement: These Terms constitute the Agreement between the parties with respect to the subject matter hereof and supersede all prior communications and writings on this subject matter. No modifications of any nature will be binding on the parties unless evidenced by a written amendment signed by authorized representatives of both parties.
- Severability: If any provision of these Terms is found to be unenforceable, the remainder of the Agreement will be fully enforced, and the unenforceable provisions will be deemed modified to the limited extent required to permit its enforcement in the manner most closely representing the intention of the parties as expressed herein.
12. Force Majeure
FileCloud will exercise every reasonable effort to meet its obligations hereunder but will not be liable or in default under these Terms due to the delays in delivering materials or furnishing services resulting that could not be foreseen or circumvented that may include, but not be limited to, acts of God, civil riots, terrorism, etc. FileCloud will make best efforts to ensure the obligations are met as soon as is reasonable after the event has cleared.
13. Commercially Reasonable Limits to Scope of Service
- Service extends only to uses for which the supported FileCloud Product was designed. FileCloud Technicians may refrain from providing any services on the basis that the minimum system requirements are not met, or the technical needs or other requirements are unusual or extensive as reasonably determined by FileCloud.
- In some cases, FileCloud technicians may not be able to diagnose or resolve a problem because of complications relating to the Customer’s network infrastructure or its configuration. In this situation, FileCloud will provide the Customer with detailed information as to why it is not possible for FileCloud to resolve the incident.
- All FileCloud, Technical Support services, are offered as “best efforts” services and without warranty except as specifically set forth in this Agreement.
14. Geographic Limitations and Relocation
Service will be delivered to the site(s) indicated by the Customer at the time of purchase. Service is not available at all locations. Service options, including service levels, technical support hours, and on-site response times, will vary by geographic location, and certain options may not be available for purchase in the Customer’s location; please contact your FileCloud sales representative for further details.
15. Appendix A: Support Subscription Offerings
FileCloud offers Base, Premium, and Extended support subscription plans. The support plan purchased will govern access to FileCloud’s Technical Support Team.
The following table details the different FileCloud support plans:
|Support Plan||Support Plan||Remote Sessions|
|Base||Standard Business Hours (Monday – Friday)||Non-Applicable|
|Premium||Standard Business Hours (Monday – Friday)||Standard Business Hours (Monday – Friday)|
16. Appendix B: Incident Severity
All Incidents will be assigned a severity rating using industry-standard definitions. The Severity is assessed by FileCloud based on Customer-provided information.
Over the course of the investigation, the Severity may need to be changed. For example, if it is determined that the issue affects more users than initially estimated, the Severity may be increased, and more resources will be applied to finding a solution. Conversely, if it is determined that a workaround is available, the Severity may be lowered. The FileCloud support engineers working on the problem will be responsible for changing the severity level as appropriate.
The following table outlines how each severity rating is defined:
|High||FileCloud site is inaccessible for administrators or users.|
|Normal||Questions and issues related to file and content accessibility and integrity.|
|Low||Questions and issues related to setup and configuration of FileCloud system and key feature subcomponents.|
17. Appendix C: Incident Handling
Any interruption to the normal functioning of a service or system is considered an incident:
- Incident severity handling:
- Inbound incidents will be handled based on the assigned severity rating. Incidents with the highest Severity will be addressed first.
- In-process incidents, regardless of assigned Severity, will continue to be worked on, and the next problem to be actioned will be the next queued Severity 1 incident on a first-come-first-served basis.
18. Appendix D: Incident Response Times
Incident response times outlined below are targets to which FileCloud will make the best effort to adhere; however certain conditions could arise that may necessarily change the target update times.
The initial response is defined as severity assignment and acknowledgment of a new incident.
An update is defined as the relay of information related to the status of an incident. It may consist of requests for additional information or troubleshooting, application of a workaround, or other action/information related to the incident.
The following table details the response times for incidents during standard business hours:
Base Support Plan
Premium Support Plan
Extended Support Plan
The following table details the response times for incidents outside standard business hours and weekends:
Base Support Plan
Premium Support Plan
Extended Support Plan
19. Appendix E: Defect Work Around and Correction
FileCloud will provide Work-Around and Correction Timeframes as outlined in the table below in accordance with the following definitions.
Correction: Means any bug fix, patch, workaround, or Maintenance Release to the Software or Documentation that fixes a Defect.
Correction Time: This means the time between when FileCloud accepts a support ticket from a Customer as a Defect in accordance with this Agreement and when FileCloud delivers a Correction to the Customer. Note: Issues reported need to be reproducible by FileCloud.
Defect: Means a failure or function impairment in the Product that is reproducible, that causes the Product, when used in accordance with the Product specifications and FileCloud’s instructions, to not function in conformance with the Documentation, and that is reported to FileCloud as outlined in this Agreement.
Documentation: This means the Product Documentation and Datasheets, either written or electronic, are made available by FileCloud to the Customer.
Workaround: Means any operational process, additional Software, Hardware, or Documentation that limits or circumvents the impact of a Defect, commonly referred to as a temporary fix for a Defect.
Workaround Time: This means the time between when FileCloud accepts a trouble ticket from a Customer as a Defect in accordance with this Agreement and when FileCloud delivers a Workaround to the Customer.
The table below shows the service levels of Workarounds and Corrections for Defects reported to FileCloud.
|Defect Priority||Definition||Workaround Time||Correction Time|
|High||FileCloud site is inaccessible for administrators or users.||24 HRs||7 business days|
|Normal||Questions and issues related to file and content accessibility and integrity.||48 HRs||14 business days|
|Low||Questions and issues related to setup and configuration of FileCloud system and key feature subcomponents.||96 HRs||21 business days|
20. Appendix F: Incident Resolution
FileCloud Support will use all reasonable efforts to provide resolution as quickly as possible; however, as Customer topologies and configurations may be unique, FileCloud may not guarantee time to resolution.
The resolution will be determined by the FileCloud support staff working on the problem in conjunction with the Customer. The resolution information will be updated in the Incident Management System.
21. Appendix G: Effect of Response Time Not Being Met by FileCloud
If, for any circumstance, the response time offered in the support plan is not meeting the SLA set forth in the subscribed support plan, the maximum service credit to be awarded to a customer for a validated claim related to breach of the SLA would be up to 1 year of cost variance between the purchased support plan and the support plan below that.Date: July 26th, 2022