Maintenance and Support Terms
Last Modified: October 5, 2022
These Support Terms are effective beginning on the Master Services Agreement Effective Date and will remain in effect so long as Client is eligible to receive Support under the Agreement.
Flow offers both Standard Support and Out-of-Scope Support upon the following terms and conditions:
- Defined Terms. As used herein, the following terms will have the meaning given for each. Other terms, defined in the Master Services Agreement and in the Client’s SOW’s are incorporated by reference.
- “Authenticating” means determining that the cause of any Problem is an Error.
- “Errors” means bugs, programming and logic errors in the Flow Platform that are not caused by the Client’s equipment, network or environment or by Third Party Products.
- “Expenses” will have the meaning set forth therefor in the Master Services Agreement or in an applicable SOW.
- “Flow Platform” will have the meaning set forth therefor in the Master Services Agreement.
- “Maintenance” means the routine Backup and enhancement of the Flow Platform (including the installation of Updates and, if applicable, Upgrades) during Downtime as provided in the Master Agreement.
- “Out-of-Scope Support” will have the meaning set forth in Section 3 of these Support Terms.
- “Problem Reports” is a report by the Client of an (supposed) Error or Service Level Failure.
- “Remotely” means through the use of telephone, fax and electronic communication.
- “Resolution means”: (i) program changes; (ii) installation of Updates; or (iii) implementation of workarounds that remove or lessen the impact of the reported Error or cause of the Service level Failure.
- “Services” will have the meaning set forth therefor in the Master Services Agreement.
- “Service Credits” will have the meaning set forth therefor in the Master Services Agreement.
- “Service Level Failure” will have the meaning set forth therefor in the Master Services Agreement.
- “Service Fees” will have the meaning set forth therefor in the Master Services Agreement and the an applicable SOW.
- “Standard Support” will have the meaning in Section 2 of these Support Terms.
- “Standard Support Hours” means 9:00 A.M. to 5:00 P.M. (Eastern), seven (7) days per week, fifty-two (52) weeks per year, subject to all exclusions and conditions stated in the Master Services Agreement and the Client’s SOW’s relating or referring to Support.
- “Support” means the identification, Authentication and Resolution of Errors related to Service Level Failures.
- “Third Party Products” will have the meaning set forth therefor in the Master Services Agreement.
- “Updates” means additional programming intended to correct Errors and generally enhance the Flow Platform.
- “Upgrades” means programming that adds features or functions to the Flow Platform, either generally or specifically for the Client.
- “Standard Support”. As and for Standard Support, Flow will provide Support Services to the Client, during Standard Support Hours. Standard Support will be delivered Remotely and will be offered for a fixed annual Service Fee, payable in advance, unless a SOW provides otherwise.
- Out-of-Scope Support. When agreed by Flow in a SOW, Flow will provide Out-of-Scope Support to Client on an “As Available” basis. Out-of-Scope Support will be delivered Remotely and will be offered on a “Time and Material” basis unless a SOW provides otherwise.
- Updates and Upgrades. Unless, a SOW provides otherwise, Updates are included in Standard Support. Flow may charge the Client additional Service Fees for any Upgrades. Updates and Upgrades are not included in Out-of-Scope Support unless the applicable SOW so provides.
- Maintenance. Unless the applicable SOW provides otherwise, Maintenance is included in Standard Support, provided, however, that Flow may charge the Client additional Service Fees for any Upgrades. Maintenance is not included in Out-of-Scope Support unless the applicable SOW so provides.
- Expenses. Unless the Master Agreement provides otherwise, Client must approve, in writing, Support-related Expenses related to Standard Support. Client shall reimburse Flow for Expenses related to Out-of-Scope Support as provided in the applicable SOW. If reimbursable, Expenses will be invoiced to Client when incurred and Client will be required to pay such invoices within fifteen (15) days of the issuance date of such invoice.
- Taxes. Both Standard Support and Out-of-Scope Support are taxable in many jurisdictions and will be invoiced to the Client when Flow is required to collect and/or pay such taxes. Client will pay such invoices within fifteen (15) days of the issuance date of such invoice.
- Warranties and Remedies for Breach of Support Terms. The Master Agreement contains disclaimers of warranties and limitations of damages, as well as an exclusive remedy (Service Level Credits) for Standard Support all of which are incorporated in these Support Terms. Flow’s sole warranty as to Out-of-Scope Support shall be that such Out-of-Scope Support shall be performed in a workman-like manner and the Client’s sole remedy shall be that Flow will re-perform such Out-of-Scope Support. All disclaimers and limitations in the Master Agreement (and any additional conditions in the applicable SOW) shall apply.
- Suspension of Support Services. Flow may suspend the Support Services as provided in the Master Services Agreement. The Client will not be relieved of its obligation to pay Service Fees for Support or entitled to any refund of Service Fees for any period of suspension.
- Termination. Flow may terminate the Support Services as provided in the Master Services Agreement. The Client will not be relieved of its obligation to pay Service Fees for Support or entitled to any refund of Service Fees on account of any such termination.
- Amendment of Support Terms. Flow may amend these Support Terms at any time by posting the amended Support Terms at https://flowinc.app/maintenance-and-support.
- Communications. The Client may lodge a Problem Report at [email protected] or by calling Flow at 650-503-4695.