THIS ANSIBLE SOFTWARE SUBSCRIPTION AND SERVICES AGREEMENT (“AGREEMENT”) GOVERNS THE DOWNLOAD, INSTALLATION AND USE OF ANSIBLE’S TOWER SOFTWARE (THE “TOWER SOFTWARE”), AND USE OF ANSIBLE SERVICES BY THE CUSTOMER. BY DOWNLOADING AND USING THE TOWER SOFTWARE, OR BY CLICKING ON THE “YES” BUTTON OR OTHER BUTTON OR MECHANISM DESIGNED TO ACKNOWLEDGE CONSENT TO THE TERMS OF AN ELECTRONIC COPY OF THIS AGREEMENT, THE CUSTOMER HEREBY ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS OF SERVICE AND THIS AGREEMENT, INCLUDING ALL TERMS INCORPORATED BY REFERENCE, AND THAT THIS AGREEMENT IS EQUIVALENT TO ANY WRITTEN NEGOTIATED AGREEMENT BETWEEN CUSTOMER AND ANSIBLE, INC. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT USES OR AVAILS ITSELF OF THE ANSIBLE SERVICES OR ANY PERSON OR ENTITY THAT USES THE OR AVAILS ITSELF OF THE ANSIBLE SERVICES ON ANOTHER PERSON’S OR ENTITY’S BEHALF. THE TERM “CUSTOMER" REFERS TO THE INDIVIDUAL OR CORPORATE END USER THAT IS SPECIFIED IN THE REGISTRATION INFORMATION ASSOCIATED WITH SUCH INDIVIDUAL OR AN INDIVIDUAL OR CORPORATION OR WHOSE NAME APPEARS ON AN ORDER ACCEPTED BY BOTH PARTIES. THE INSTALLATION AND USE OF THE TOWER SOFTWARE WILL ALSO BE SUBJECT TO THE TERMS SET FORTH IN AN ORDER DOCUMENT. NEITHER THE TOWER SOFTWARE NOR THE UPDATES ARE SPECIFICALLY DESIGNED, MANUFACTURED OR INTENDED FOR USE IN THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, CONTROL OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, OR DIRECT LIFE SUPPORT SYSTEMS.
This Ansible Subscription and Services Agreement (Agreement) is entered into by, as applicable, Ansible, Inc., a Delaware corporation (“Ansible”), and the individual or entity signing or electronically accepting this Agreement, or any document that references this Agreement (“Customer”).1. Definition of Capitalized Terms. Capitalized terms used in this Agreement have the meanings set forth in Section 14 or in the Appendices, and as may be defined in the sections below.
2. Scope of Agreement. This Agreement sets forth the terms and conditions for the provision, purchase, sale and use of Subscriptions for Tower Software, Training Services and Consulting Services as described in an Order (collectively, the “Ansible Services”) that may be ordered from time to time under the terms of this Agreement.
3. Orders. Customer and its Affiliates may purchase the Ansible Services by placing an Order (whether directly or via an online store) that references and incorporates this Agreement detailing the Tower Subscriptions, Training Services or Consulting Services SOW signed by both parties or accepted by the Customer or its Affiliates electronically. Additional Ansible Services may be made by placing additional Orders under the terms of this Agreement. Fees for additional Tower Subscriptions shall be assessed at the then current rate and shall be prorated based upon the number of days remaining in the term of the existing Tower Subscription, and the term of the additional Tower Subscription shall be coterminous with the existing Tower Subscription. If Customer purchases Ansible Services through a channel partner, Ansible is solely responsible for providing the Ansible Services pursuant to the terms of this Agreement. Ansible is not responsible for any additional obligations, conditions or warranties agreed to between Customer and the channel partner.
4. Fees and Expenses. Customer will pay Ansible the fees specified on the Order and/or SOW for the Ansible Services described thereon (“Fees”). Fees are stated in United States Dollars, must be paid in United States Dollars and are exclusive of all sales, services, use, value added or other form of taxes. Customer shall pay to Ansible an amount equal to any Taxes arising from or relating to this Agreement or an applicable Order that are paid by or payable by Ansible, excluding any taxes based solely on the net income of Ansible. Fees for Tower Subscriptions shall be immediately due and payable, without any deduction or setoff. Customer shall pay interest, at a rate equal to one percent (1%) per month on any amount that remains unpaid thirty (30) days after invoice. Fees for Training Services and Consulting Services shall be paid in accordance with the payment terms on an Order or SOW and do not include out-of-pocket expenses. Customer agrees to reimburse Ansible for all reasonable expenses incurred in connection with the performance of such Training or Consulting. If Customer fails to pay Fees in accordance with this Section, Ansible may suspend fulfilling its obligations under this Agreement until such payment is received by Ansible. Renewals of any Subscriptions shall be at the same price per unit listed on the Order exclusive of any discount(s).
5. Tower Software License.
5.1 Grant. During the term of the Tower Subscription (and upon payment of the applicable Fees), Ansible hereby grants to Customer a non-exclusive, non-transferable, non sublicenseable, non-assignable limited right to use the Tower Software in object code form exclusively for internal business purposes for Customer’s and its Affiliates’ own IT configuration management, deployment and orchestration of complex multi-tier workflows. Customer will be provided a license key that provides access to the Tower Software, such license key shall only be used for a single specific, and unique, instance of Tower Software. The right to use the Tower Software is based upon the number of Nodes being managed by Customer, and Customer shall be responsible for, and pay, for each such Node being managed. In the event Customers usage exceeds the number of Nodes purchased, Customer must shall promptly notify Ansible, and pay the corresponding Fees.
5.2 Tower Trial Software Usage. Subject to Customer’s compliance with the terms and conditions of this Agreement, Ansible grants to Customer a non-exclusive, non-transferable, non sublicenseable, non-assignable limited right to use the Tower Software in object code form exclusively for internal business purposes for Customer’s and its Affiliates own IT configuration management, deployment and orchestration of complex multi-tier workflows without charge for use (i) on up to ten (10) Nodes; or (ii) as agreed upon as part of a Trial ("Tower Trial Software"). The number of Nodes for use without charge is the “Maximum Tower Trial Software Usage Allowance”. Upon registration, Customer will be provided with a license key(s) that gives Customer access to the Tower Trial Software. Customer will have the option to purchase Subscriptions for management of Nodes in excess of the Maximum Tower Trial Software Usage Allowance. Customer acknowledges that the Tower Trial Software may be limited in functions, features, maintenance, support and contain other limitations not present in the Tower Software licensed or supported for a fee. Provisions in this Agreement regarding Fees for Tower Subscriptions, warranties and indemnification will not apply to Tower Trial Software, but shall be subject to all other terms and conditions in this Agreement.
5.3 Restrictions on Use. Customer may not: (a) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, outsource, use the Tower Software on a timeshare or service bureau, or use as an application service provider or managed service provider offering, (b) copy the Tower Software onto any public or distributed network, except for an internal and secure cloud computing environment; (c) cause or permit the decompiling, disassembly, or reverse engineering of any portion of the Tower Software, or attempt to discover or permit the discovery of any source code or other operational mechanisms of the Tower Software; (d) modify, adapt, translate or create derivative works, nor allow any of those actions to occur, based on all or any part of the Tower Software; or e) modify any proprietary rights notices which appear in the Tower Software or components thereof. Notwithstanding (a) and (b), Customer may host the Software on behalf of its end users solely in conjunction with Customer’s applications; provided that Customer’s end users may not, at any time, access the Tower Software directly.
5.4 Unauthorized Use. Customer shall notify Ansible promptly of any unauthorized use of the Tower Software or any other known or suspected breach of security or misuse of the Tower Software. Customer is responsible for use of the Tower Software by any and all employees, contractors, or other users that it allows to access the Software (each, a "User"), and shall ensure that all Users are subject to confidentiality and use provisions at least as restrictive as those contained herein, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with each User's use of the Tower Software.
6. Intellectual Property Rights.
6.1 Ansible IP. Ansible shall own all intellectual property and proprietary rights in the: (i) Tower Software, Documentation, and related works, including but not limited to derivative work of the foregoing; and (ii)rights in software or tools of Ansible or its Affiliates, and any improvements and/or derivative works upon the same provided during the provision of Training Services and Consulting Services (“Ansible Tools”). Ansible grants to Customer a nonexclusive, non-transferrable, royalty-free license to use any Ansible Tools for Customer’s internal purposes.
6.2 Customer IP. Customer shall own, (i) all intellectual property and proprietary rights in its own intellectual property provided in conjunction with the performance of Consulting Services and Training Services by Ansible, and (ii) deliverables (if applicable) specifically identified within an SOW, to the extent such deliverables do not include, (a) Ansible intellectual property, and/or (b) Ansible Tools. Customer grants to Ansible a nonexclusive, non-transferable, royalty-free license to use Customer’s materials provided by Customer to Ansible during the Term of this Agreement solely for the purpose of performing the Consulting Services for Customer.
7. Audit Rights. Upon at least ten (10) calendar days prior written notice, during the term and for one (1) year following expiration or termination of the Agreement or an Order (whichever is longer) Ansible may, subject to Section 9 below (“Confidential Information”), audit the use of the Tower Software to verify compliance with the terms and conditions of this Agreement and applicable Order. Customer will provide Ansible with reasonable access to the relevant records and facilities of Customer. The audit will not unreasonably interfere with Customer’s business activities and be conducted during normal business hours. If an underpayment is discovered, Customer shall promptly pay the corresponding Fees.
8. Term and Termination.
8.1 Term of The Agreement. This Agreement shall be in effect until it is terminated in accordance with the terms of this section. Customer may terminate this Agreement at any time by providing to Ansible a written statement signed by Customer’s authorized representative notifying Ansible that Customer is terminating the Agreement. Ansible may terminate this Agreement (including all license rights) upon notice in the event that Customer breaches any provision of this Agreement and has not cured the breach within thirty (30) days after receiving written notice of such breach. Upon expiration or termination for uncured Customer breach(es), Customer shall immediately cease using the Tower Software. In the event of termination, Ansible will have no obligation to refund any fees (license fees, support or other fees) received from Customer during the Term.
8.2 Term of Subscription. Unless otherwise stated on an Order, each Tower Subscription shall have a term of one (1) year. Thereafter, the Tower Subscription shall automatically renew for successive, one (1) year terms. Either party may elect not to renew a Tower Subscription by providing written notice to the other party at least ninety (90) days prior to the end of the then-current term. If a Tower Subscription is terminated or expires, Customer may subsequently reinstate the Tower Subscriptions upon payment of Fees for the period from date of expiration or termination to date of reinstatement plus an additional reinstatement fee of 10%.
8.3 Effect of Termination on Order or SOW. The expiration or termination of this Agreement shall not operate to terminate or affect any Order or SOW in effect on the date of expiration or termination.
9. Confidential Information.
9.1 Confidentiality. The term “Confidential Information” shall include any information, whether tangible or intangible, including, but not limited to, techniques, discoveries, inventions, ideas, processes, software (in source or object code form), designs, technology, technical specifications, flow charts, procedures, formulas, concepts, any financial data, and all business and marketing plans and information, in each case which is maintained in confidence by the disclosing party (“Disclosing Party”) and disclosed to the other party (“Recipient”) hereunder. The failure by the Disclosing Party to designate any information as Confidential Information shall not give Recipient the right to treat such information as free from the restrictions imposed by this Agreement if the circumstances would lead a reasonable person to believe that such information is Confidential Information. Confidential Information does not include information which Recipient documents (a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public; (b) was rightfully in Recipient’s possession prior to disclosure by the Disclosing Party; (c) becomes rightfully known to Recipient, without restriction, from a source other than the Disclosing Party and without any breach of duty to the Disclosing Party; (d) is developed independently by Recipient without use of or reference to any of the Confidential Information and without violation of any confidentiality restriction contained herein; or (e) is approved by the Disclosing Party for disclosure without restriction, in a written document executed by a duly authorized officer of the Disclosing Party. Recipient shall hold the Confidential Information received from the Disclosing Party in strict confidence and shall not, directly or indirectly, disclose it, except as expressly permitted herein. Recipient shall have the right to disclose the Disclosing Party’s Confidential Information to Recipient’s employees, Affiliates and contractors, who have a “need to know” such information in connection with the exercise of rights and obligations hereunder. Such employees, Affiliates and contractors shall be bound by confidentiality obligations that are at least as protective of such Confidential Information as the terms and conditions of this Agreement. Recipient shall promptly notify the Disclosing Party upon learning of any misappropriation or misuse of Confidential Information disclosed hereunder. Notwithstanding the foregoing, Recipient shall be permitted to disclose Confidential Information pursuant to a judicial or governmental order, provided that Recipient provides the Disclosing Party reasonable prior notice, and assistance, to contest such order.
9.2 Non-Exclusivity. Subject to Customer’s rights in Customer’s Confidential Information, (i) the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of providing the Ansible Services may be used by Ansible for any purpose, including by or for itself or its end users or customers, without an obligation to account; and (ii) nothing in this Agreement will preclude or limit Ansible from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those that might be delivered to Customer.
10.1 For Tower Software covered by a paid Tower Subscription equal to or greater than $10,000 (USD) per annum, Ansible will defend Customer against any claim brought against Customer by a third party alleging that the Tower Software, when used as authorized under this Agreement, infringes a United States patent or registered copyright (“Claim”), and Ansible will indemnify Customer and hold Customer harmless against any damages and costs that a court finally awards against Customer or is agreed upon in settlement by Ansible to the third party making such Claim, provided that Customer gives Ansible: (1) prompt written notice of the Claim, (2) exclusive control over the defense and settlement of the Claim, and (3) reasonable cooperation in connection with the defense and settlement of the Claim. Customer may participate in the defense of the Claim at its own expense. The above indemnification obligations do not apply and Ansible shall have no liability if the alleged infringement is based on (a) combination of the Tower Software with other software, data or business process, (b) use for a purpose or in a manner for which the Tower Software was not designed, (c) use of any older release of the Tower Software when use of a newer revision would have avoided the infringement, (d) any modification of the Tower Software made by anyone other than Ansible, (e) any intellectual property right owned or licensed by Customer, (f) Ansible’s compliance with any materials, designs, specifications or instructions provided by Customer, (g) any unsupported release of the Tower Software or (h) Customer’s continuing use of the Tower Software after Ansible notifies Customer to discontinue due to a potential claim or claim.
10.1.1 For Tower Software covered by a paid Tower Subscription, should any Tower Software become, or in Ansible’s opinion be likely to become, the subject of such a Claim, Ansible shall, at its option and expense, (a) procure for Customer the right to make continued use of the Tower Software, (b) replace or modify such so that it becomes non-infringing, or (c) request return of the Tower Software and, upon receipt thereof, the corresponding licenses are terminated and Ansible shall refund a prorated portion of the prepaid but unused Fees paid for the applicable Tower Subscriptions.
10.1.2 The obligations set forth in Section 10 do not apply to Tower Trial Software or Core Software.
10.2 Customer will defend Ansible, and will indemnify Ansible and hold Ansible harmless against any damages and costs that a court finally awards against Ansible or is agreed upon in settlement by Customer to the third party making such claim, from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by Customer, including Customer’s use in providing a hosted service in accordance with Section 5.3, of this Agreement, (b) any Customer modifications, plug-ins or other modifications of or combinations with the Tower Software, or (c) any representations or warranties made by Customers regarding the Tower Software to third parties; provided that Ansible gives Customer: (1) prompt written notice of the claim, (2) exclusive control over the defense and settlement of the claim, and (3) reasonable cooperation in connection with the defense and settlement of the claim. Ansible may reasonably participate in the defense of the claim at its own expense.
10.3 THIS SECTION 10 STATES EACH OF THE PARTIES’ SOLE AND EXCLUSIVE REMEDY AND ENTIRE LIABILITY WITH REGARD TO THIRD PARTY CLAIMS UNDER THIS SECTION.
11. WARRANTY AND DISCLAIMER.
11.1 Ansible warrants that, (a) the Tower Subscription will be provided in accordance with Appendix 1, and (b) the Ansible Training and Consulting Services shall be performed in a workmanlike manner consistent with industry standards reasonably applicable to the performance of such Training and Consulting Services. If there has been a breach of this warranty, then Ansible’s sole obligation, and Customer’s exclusive remedy, shall be for Ansible to correct or re-perform, at no additional charge, any affected Ansible Services to cause them to comply with this warranty, provided that Customer has notified Ansible in writing promptly following delivery of the applicable Ansible Services.
11.2 THE TOWER SOFTWARE, TRAINING SERVICES, AND CONSULTING SERVICES ARE NOT DESIGNED OR INTENDED FOR USE IN THE PLANNING, OPERATION, MAINTENANCE OR CONTROL OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, DIRECT LIFE SUPPORT SYSTEMS OR FOR CONTROL OF COMMUNICATIONS OR WEAPONS SYSTEMS.
11.3 THE TOWER SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ANSIBLE EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, INTEGRATION, ACCURACY, OR NON-INFRINGEMENT, AND ANY OTHER IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, ANSIBLE DOES NOT WARRANT THAT THE TOWER SOFTWARE WILL BE UNINTERRUPTED, OR ERROR-FREE. LIKEWISE, ANSIBLE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, INTEGRATION, ACCURACY, OR NON-INFRINGEMENT, AND ANY OTHER IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, OR USAGE OF TRADE WITH RESPECT TO THE CORE SOFTWARE THAT CUSTOMER MUST DOWNLOAD AS A PREREQUISITE TO USE OF THE TOWER SOFTWARE OR THE TRAINING AND CONSULTING SERVICES.
12. LIMITATION OF LIABILITY.
12.1 FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, IN NO EVENT WILL ANSIBLE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ANSIBLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO ANY SUCH DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE TOWER SOFTWARE; THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SOFTWARE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SOFTWARE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE TOWER SOFTWARE; UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER'S TRANSMISSIONS OR DATA; OR FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE TOWER SOFTWARE; OR FOR ANY DAMAGES OF ANY NATURE OR MATTER RELATING TO THE CORE SOFTWARE.
12.2 EXCEPT AS SET FORTH IN SECTION 12.3, FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT, IN NO EVENT WILL ANSIBLE’S CUMULATIVE LIABILITY EXCEED THE AMOUNT OF THE TOTAL FEES PAID TO ANSIBLE UNDER THIS AGREEMENT BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING ANY SUCH CLAIM.
12.3 FOR ANSIBLE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION) OF THIS AGREEMENT, IN NO EVENT WILL ANSIBLE’S CUMULATIVE LIABILITY EXCEED THE GREATER OF $250,000 (TWO HUNDRED AND FIFTY THOUSAND U.S. DOLLARS) OR THE AMOUNT OF TWO (2) TIMES THE TOTAL FEES PAID TO ANSIBLE UNDER THE APPLICABLE ORDER FOR WHICH THE CLAIM AROSE.
13. Governing Law. This Agreement shall be governed by the laws of the State of New York as if wholly performed within the state and without giving effect to any conflicts of laws principles that may require the application of the law of a different jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any dispute or proceeding arising from or relating to this Agreement will be brought exclusively in the federal or state courts located in New York County, New York, and the parties hereby consent to personal jurisdiction and venue therein.
15. Export and Privacy. Ansible may supply Customer with software and/or technical information that is subject to U.S. Export Administration Regulations (the “EAR”). Ansible will not be responsible for compliance by Customer with applicable export obligations and requirements for this software and/or technical information. Customer agrees to comply with all applicable export obligations or requirements for this software and/or technical information. Customer also agrees that it will not export, re-export or transfer this software and/or technical information, directly or indirectly, to: (1) any country listed in Country Group E:1 in Supplement No. 1 to part 740 of the EAR; (2) any end user who Customer knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems; or (3) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. In addition, Customer is responsible for complying with any local laws in its jurisdiction which may impact Customer’s right to import, export or use the software and/or technical information. Customer will not provide to Ansible any “technical data” or “defense articles” or engage Ansible in any activity which would constitute the development of a “defense article” or provision of a “defense service” to Customer, as such terms are defined in Section 120 of the International Traffic in Arms Regulations. If Customer breaches this paragraph or the export provisions of an applicable end user license agreement for the Software, or any provision referencing these provisions, Ansible may terminate this Agreement and/or the applicable Order Form and its obligations thereunder without liability to Customer. Customer acknowledges and agrees that to provide the Services, it may be necessary for Customer’s information to be transferred among Ansible, its Affiliates, business partners, and/or subcontractors, which may be located worldwide.
This Agreement is effective as of the latest of the two signatures on an Order or upon electronic acceptance by Customer (the “Effective Date”).
Software Subscription Services Overview
The Ansible Subscription Services shall be governed by the terms of the Agreement and this Appendix 1. Capitalized terms not defined in this Appendix 1 have the meanings ascribed to them in the Agreement).
OVERVIEW OF ANSIBLE TOWER SUBSCRIPTIONS
The Tower Subscription consists of a bundle of services, which include access to the Tower Software, maintenance, and support services during the subscription term described on an Order (“Tower Subscription”). The Tower Subscription includes assistance with Core Software solely to the extent required to run Tower Software.
The release status of the Tower Software is defined by version, revision and correction. During the term of the Tower Subscription and payment of the Fees, Ansible will provide Customer with Upgrades, Updates and Corrections to the Tower Software, if and when available.
SUPPORT SERVICES PROVIDED
TERM OF ANSIBLE SUBSCRIPTION SERVICES.
Ansible Subscriptions shall be valid from the dates identified in the associated Order and in accordance with any related payment schedule. Thereafter, the Tower Subscription shall automatically renew for successive, one (1) year terms. Either party may elect not to renew a Tower Subscription by providing written notice to the other party at least ninety (90) days prior to the end of the then-current term. If a Tower Subscriptions is terminated or expires, Customer may subsequently reinstate the Tower Subscriptions upon payment of Fees for the period from date of expiration or termination to date of reinstatement plus an additional reinstatement fee of 10%.
SUBSCRIPTION SUPPORT LEVELS
Tower: For the first thirty (30) days of Customers Subscription, Customer is entitled to web-based support. Requests must be submitted online at support.ansible.com during Ansible’s normal business days between the hours 9:00 A.M. and 5:00 P.M. Pacific Time, United States. No response time commitments are associated with this level of support.
Enterprise Tower: Support requests may be submitted online and by phone support during Ansible’s normal business days between the hours 9:00 A.M. and 5:00 P.M. Pacific Time, U.S.A. Response times will be in accordance with the Response Time Matrix below.
TAM for Tower: The Ansible TAM is the single point of contact for your technology-related questions and coordination of issue management and problem resolution for the optimization of Ansible products. Support requests may be submitted online and by phone support during Ansible’s normal business days between the hours 9:00 A.M. and 5:00 P.M. Pacific Time, U.S.A. Response times will be in accordance with the Response Time Matrix below for standard Enterprise Tower support.
Premium Enterprise Tower (24x7): Support requests may be submitted online and by phone support on a 24-hour basis. Response times will be in accordance with the Response Time Matrix below.
RESPONSE TIMES MATRIX
Enterprise Tower Support
Initial Response Time
Enterprise Tower 24x7 Support
Initial Response Time
Critical Issues – The Supported Software experiences problems that cause the software to stop completely or become fully unresponsive or causes a major application, function, or feature to fail to operate.
Non-Critical Issues – The Supported Software experiences problems that cause a major application, function, or feature to fail to operate however, not vital to immediate performance.
Customer must (a) check the associated box for “Critical Issues” when filing a support ticket online, and/or (b) for Critical Issues submitted via an email request, Customer must use the words “Critical” or “Service Affecting” within the subject line, or body of the email message, in order to be tracked and serviced appropriately. If, in Ansibles’ sole discretion, Customer’s issue(s) do not fall within the definition of Critical or Non-Critical for which it was supplied, the level of severity may be adjusted, as appropriate.
ADDITIONAL NOTES ON TOWER SUBSCRIPTIONS
to the Software Subscription and Services Agreement (“Agreement”)
The Consulting Services shall be governed by the terms of the Agreement and this Appendix 2. Capitalized terms not defined in this Appendix 2 have the meanings ascribed to them in the Agreement.
Consulting Services consist of professional technical consulting services provided by an Ansible consultant (“Consultant”) who will assist Customer in its use of Ansible’s technology and services as described in a Statement of Work ("SOW") attached to an Order.
Ansible may, at its sole discretion, choose to engage different consulting personnel (as it relates both to the type of Consultant or the individual) for different portions of the Consulting Services.
Should Customer wish to purchase Consulting Services, an Order and/or SOW shall be prepared, in accordance with the terms contained in this Appendix 2 and Agreement and such Order and/or SOW shall incorporate the terms of this Appendix 2 and Agreement.
Unless otherwise stated within an Order and/or SOW, the Consulting Services will be provided on a time and materials basis and will be limited to the number of hours of Consulting Services set forth in the Order and/or SOW. The Order and/or SOW will set forth a summary of the assistance required and an amount of hours to which the Consulting Services will be limited (unless augmented by the execution of a Change Order by both parties), and a Fee.
Unless otherwise agreed to between the parties in writing, the Consulting Services are to be pre-paid (in accordance with the Fees section below) and are provided on a time and materials basis. The Consulting Services will be completed upon the earlier of, (i) completion of the number of hours set forth in an Order/SOW, or (ii) the expiration of the term stated within the Order and/or SOW. For the avoidance of doubt, upon the expiration of the term, any remaining unused hours shall be considered completed.
Unless otherwise stated within an Order and/or SOW, Customer will be invoiced for the Fees upon the execution of the Order and/or SOW and shall pay Ansible the Fees Net 30 from the date of invoice. Fees are exclusive of Taxes and Expenses. Expenses will be billed to Customer in accordance with the Agreement. Customer will pay out-of-pocket expenses (“Expenses”), such as travel, lodging, food, transportation, and other expenses incurred by the Consultant associated with work performed. Expenses will be billed to Customer at least monthly.
Unless otherwise agreed by the parties in writing in an Order and/or SOW, Consulting Services will be performed Monday through Thursday, between the hours of 8:00 a.m. – 7:00 p.m. local time. Consultants will work a forty (40) hour work week unless coordinated with and approved by Ansible. Work outside of the hours above, work on weekends or on Ansible recognized holidays must also be coordinated with and approved by Ansible and is subject to the Consumption Rules below.
Consulting Services will be performed at the Customer site as mutually agreed upon or at a remote location (“Remote” or “Remotely”) that allows physical or virtual access to the Customer’s operating environment.
During the performance of the Consulting Services by Ansible, Customer will provide:
Should it not be possible for Customer to carry out any of the obligations under this Appendix, Ansible will be entitled to equitable adjustments to the Consulting Services and/or Fees for the Consulting Services, including charging Customer on a time and materials basis using Ansible then applicable standard rates for any resulting additional work or waiting time. This also applies for any delays and additional work required which was not caused by Ansible.
CHANGE ORDER PROCEDURE
Modifications to this Appendix or the quantity of hours or Term stated in an Order, shall be made only in a writing executed by authorized representatives of both parties (“Change Order”). Ansible will have no obligation to commence work in connection with any change until the Fee and/or schedule impact of the change is agreed upon by the parties in such Change Order. Notwithstanding the foregoing, a Change Order is not required for any changes to the quantity of hours set forth in Order or SOW (i.e., a reallocation of the stated number of hours among the various types of Consultants listed), provided that such changes do not exceed the Estimated Total Fee.
to the Software Subscription and Services Agreement (“Agreement”)
The Training Services shall be governed by the terms of the Agreement and this Appendix 3. Capitalized terms not defined in this Appendix 3 have the meanings ascribed to them in the Agreement.
Training Services consist of operation training for Ansible and Tower Software for configuration, deployment and management of you IT infrastructure. The Course Syllabus forms an integral part of this SOW.
Should Customer wish to purchase Training Services, an Order and/or SOW shall be prepared, in accordance with the terms contained in this Appendix 3 and incorporate the terms of the Agreement.
Customer will pay Ansible the Fees set forth on the Order or SOW for the Training Services. Fees will be invoiced upon execution by both parties of an Order and/or SOW. Fees are exclusive of Taxes and Expenses. Expenses will be billed to Customer in accordance with the Agreement. Customer will pay out-of-pocket expenses (“Expenses”), such as travel, lodging, food, transportation, and other expenses incurred by the Consultant associated with work performed. Expenses will be billed to Customer at least monthly.
AVAILABILITY AND LOCATION
Unless otherwise agreed by the parties in writing in an Order and/or SOW, Training Services are provided in person with at least one instructor over two (2) consecutive days of eight (8) hours each, at a location and time to be mutually agreed upon in an Order and/or SOW.
All Training Services days (or hours) set forth on an Order and/or SOW must be used in consecutive days or calendar weeks, as appropriate, during the term defined on the Order or SOW. If no start date is specified, use of the Training Services in the Order or SOW will commence no later than sixty (60) days from the date of execution of an Order and/or SOW.
If no term is stated within an Order and/or SOW the Training Services are to expire six (6) months from the Order and/or SOW effective date. Any unused Training Services shall remain fully owed and shall be considered completed upon the conclusion of the term.
Core Software End User License Agreement
PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING CORE SOFTWARE. IF ANSIBLE, INC. OR RED HAT, INC. OR AN AFFILIATE OF EITHER PROVIDE YOU THE CORE SOFTWARE, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS END USER LICENSE AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE CORE SOFTWARE. THIS END USER LICENSE AGREEMENT DOES NOT PROVIDE ANY RIGHTS TO ANSIBLE OR RED HAT SERVICES SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT. PLEASE REVIEW YOUR SERVICE OR SUBSCRIPTION AGREEMENT(S) THAT YOU MAY HAVE WITH ANSIBLE, RED HAT OR OTHER AUTHORIZED ANSIBLE OR RED HAT SERVICE PROVIDERS REGARDING SERVICES AND ASSOCIATED PAYMENTS.
This end user license agreement (“EULA”) governs the use of any of the versions of Ansible software (defined as “Core Software” in the Ansible Software and Subscription Services Agreement) and any related updates, source code, appearance, structure and organization (the “Programs”), regardless of the delivery mechanism. This EULA is not applicable to the Ansible Tower software.
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