During the Term of the Agreement, Carrot Health will make available the following maintenance services (“Maintenance Services”) and will provide Maintenance and Support Services to the extent set forth in an Order (and during the term of the Agreement, Carrot Health will accept any Order for Maintenance and Support Services consistent with the provisions of the initial Order:
- Updates. Carrot Health will provide from time to time minor fixes, improvements and other modifications to the Software as a Service (“Updates”). Updates will be promptly provided as necessary to address security vulnerabilities as they are identified.
- Upgrades. Carrot Health may provide major modifications to the Software as a Service adding functionality and performance capabilities to the Software as a Service (“Upgrades”).
- Replacements. Customer will have the right to receive at no additional charge any new software made available by Carrot Health that replaces or is a substitute for any functionality in the Software as a Service such that without such new service, Customer will not have the right to use all of the functionality and capability previously provided by the Software as a Service (“Replacements”). Maintenance and Support Services do not include add-on modules that Carrot Health may develop to work in concert with the Software as a Service but that do not replace or substitute for Software as a Service functionality, so long as Carrot Health sells such add-on modules at an extra fee and does not provide them to any customer as part of its maintenance without charge.
- No Decrease in Functionality. The functionality, compatibility, configuration and performance of the Software as a Service will not be materially adversely affected by each Update or Upgrade.
Support Services include Services to resolve Errors and to provide General Advice.
- Error Resolution. Carrot Health will resolve all failures of the Software as a Service to operate in accordance with the Documentation (each is an “Error”). Carrot Health will not revise Documentation to reduce features or functionality to address an Error, but instead will correct the Software as a Service to conform to the Documentation. Support Services will meet the following minimum requirements:
- Carrot Health will respond to and initiate resolution of any Error that materially adversely impacts the availability or performance of the Software as a Service (“Material Error”) within twenty-four (24) hours of the report of the Error by any Authorized User.
- Carrot Health will work to resolve any Material Error as soon as possible or provide a workaround reasonably acceptable to Customer that restores all material features and performance of the Software as a Service.
- General Advice. Authorized Users may obtain a reasonable amount of general advice regarding the use of the Software as a Service.
- Help Desk. Carrot Health will provide help desk that is available by telephone and email at least from 8 a.m. to 5 p.m. Central time Monday through Friday except for national holidays for contacts by Authorized Users for Support Services and Material Errors.