On-Prem Terms of Use

These On-Premise terms of use (“On-Prem Terms of Use”) includes the Invoicing Policy and describes the terms and conditions by which Actimize provides the Software and Support.  

1. On-Premise Definitions.

“Business Day” means 8 AM to 5 PM Monday through Friday, excluding Actimize’s observed holidays.

“Business Hours” means Monday – Friday (8AM – 5PM) in Customer’s local time (excluding Actimize observed holidays).

“Case” shall mean a request to the Customer Support Helpdesk for technical assistance initiated by a Designated Contact.

“Current Version” means the then-current Version of Software for use in a particular Operating Environment.

“Delivery Date” means the date on which the Software becomes available for download by Customer via Actimize’s electronic software delivery system.

“Error(s)”means a reproducible problem that causes a failure of the Software to operate substantially in accordance with the applicable Documentation under conditions of normal use. An Error does not include issues that are attributable to the Customer. For the sake of clarity, with respect to Software that includes features or functionality that, consistent with the license granted to Customer with respect to such Software under the Agreement, allows Customer to create rules, queries, views or other configurations without Actimize’s assistance, an issue in such Customer-developed configurations shall not comprise an Error for the purposes of these On-Prem Terms of Use. 

“Operating Environment” means a specific combination of hardware, operating system, and other software environment components which the Documentation provides is supported by a specific release of the Software.  

“Previous Sequential Version” means the Version of Software for use in a particular Operating Environment which has been replaced by the Current Version in the same Operating Environment. 

“Self-Service Portal” means the web site located at https://wiser.nice.com.

“Severity Level”means the classification of an Error, which shall be assigned to each Case as jointly determined by Customer and Actimize in accordance with the definitions set forth in Section 12 of these On-Prem Terms of Use.

“Sunset Policy”means the document, published by Actimize from time to time and available on at https://docs.niceactimize.com, which sets forth the lifecycle of Software.

“Update(s)” means all published revisions and corrections to the Documentation and corrections to the Software which are generally made available to Actimize’s clients who have purchased Support, and which are designated by Actimize by a number on the right of the decimal point (e.g. Release 2.X). Updates shall not include any new Versions or releases, options or future products which Actimize licenses separately and for which a separate license Fee is charged. Actimize shall deliver one copy of each Update for each supported hardware/operating system environment to Customer’s authorized Designated Contact.

“Upgrade” means a general release of the Software which contains substantial and significant enhancements, or other substantial change in functionality or performance as compared to the previous version (if any), which is designated by Actimize by a number on the left of the decimal point (e.g., Release X.0) and is available at an additional cost to customers. An Upgrade may also be referred to as a “Version”.

“Workaround” means a modification to the process for a particular Version of the Software, which may be of a temporary or interim nature, to mitigate the effects of an Error.

2. Warranty. Actimize warrants that the Software will operate substantially in accordance with the applicable Documentation during the ninety (90) day period beginning on the date on the Delivery Date (“Warranty Period”). Customer’s sole and exclusive remedy, and Actimize’s sole obligation, for Actimize’s non-compliance with the foregoing warranty during the Warranty Period will be, in Actimize’s sole discretion and at no charge to Customer, to correct or replace such Software so that it complies with the warranty set forth in this Section.

3. Exceptions to Warranty. The warranty set forth above will not apply to issues related to: (a) modification of the Software, unless such modification constitutes a configuration change made pursuant to, and allowable under, the Documentation; (b) any unauthorized third-party software or hardware that are operated with, or incorporated in, the Software; (c) negligence, abuse, or misapplication of the Software, including use other than as set forth in the Documentation; or (d) failure to comply with any: (i) minimum system requirements specified in the Documentation; and (ii) failure by Customer to comply with Regulatory Requirements.

4. Production Instances. Unless otherwise set forth in an Ordering Document, Software licenses are limited to one (1)-Production and two (2) non-Production environments. 

5. Support. Subject to Customer being current on the Support Fees, Actimize shall provide the Services described in these On-Prem Terms of Use subject to the Sunset Policy. Unless as otherwise set forth in the Ordering Document, the initial support term shall be the period of twelve (12) months commencing on the Delivery Date (“Initial Support Term”). The Initial Support Term will renew in accordance with the Renewal Terms as set forth in the Terms and Conditions.

6. Reinstating Support. If Support is terminated or suspended, and subsequently Customer elects to reinstate Support, Customer must pay: (a) all accumulated Support Fees for the period during which Customer did not purchase Support; and (b) the then-current Support Fees due for the initial annual period of re-instatement. 

7. Professional Services. If Actimize informs Customer that an issue reported to Actimize is not an Error in the Software, then if Customer requests Actimize to work on such issue, any services that Actimize Customer Service performs is subject to Fees at Actimize’s standard hourly rates for Professional Services.

8. Exceptions to Support Obligations. Actimize shall have no obligation to provide Support for: (a) circumstances outside of Actimize’s control, such as any delay by Customer; (b) circumstances in which the Software’s operation is affected due to a change in Customer’s infrastructure in which the Software is installed; (c) altered or customized Software (other than configurations made pursuant to the Documentation); (d) Software that is not the current Update of the Current Version; (e) prior Versions of the Software, except for the last Update for the Previous Sequential Version of a Software which shall only be supported for up to twelve (12) months after the Current Version has been made generally available; (f) security vulnerabilities in Software that is no longer under standard support as per the Sunset Policy; (g) Software problems caused by Customer’s negligence, hardware malfunction or other causes beyond the control of Actimize; (h) Software installed in an Operating Environment or in a hardware environment that is not supported by Actimize; (i) Customer’s failure to use and operate the Software in accordance with the Documentation or the Actimize helpdesk personnel’s instructions; or (j) Software which has been implemented by a third party that has not provided reasonable documentation and assistance to Actimize Customer Service in accordance with Actimize’s standard handover procedures. Actimize shall have no liability for any updates or upgrades in Customer’s hardware or software which may be necessary to use Updated versions of the Software. Support is only provided for one instance of the Software.

9. Customer Duties. Customer shall appoint two (2) resources who have completed the Actimize training in the operation and use of the Software (“Designated Contact(s)”) who shall act as Actimize’s primary point of contact regarding requests for Support. Such Designated Contact(s) shall: (a) maintain third-party servers and third-party software used in connection with the Software; (b) perform routine database maintenance; and (c) ensure the physical and virtual security of the Software is maintained, including proper installation of new Updates that have been verified by Actimize. Prior to initiating a Case, a Designated Contact shall use reasonable efforts to attempt to diagnose and resolve the issue, including using available self-help tools. The Designated Contacts are required to establish and maintain processes within Customer’s organization to provide first tier support for the Software, which includes: (a) a direct response to user inquiries concerning the performance, functionality, and operation of the Software; and (b) an attempt to diagnose and resolve problems or issues with the Software.

10. Customer Investigation. Prior to or in connection with reporting an Error, Customer’s Designated Contact shall: (a) Check for basic issues unrelated to the Software such as connectivity, database, and environment issues; (b) Review all logs applicable to the process(es) affected by the Error; (c) Ascertain and provide to Actimize the workflow of the Software where the Error occurred; (d) Share with Actimize a list of all logs (including troubleshooting steps to investigate the Error) with respect  to the Software and any integrated third-party software as reasonably required to resolve the Error.

11. Support Contacts.  Customer may contact the Actimize helpdesk via the Self-Service Portal or by calling the following:

12. Service Levels.

12.1. Case Severity Levels. Customer will select the priority of a Case in accordance with the Case Severity Level set forth below:

*For production instance only.

**Actimize will respond to a Case submitted by the Designated Contacts in accordance with the severity levels outlined in the table above.

12.2. All response time obligations set forth herein shall be suspended for the duration that Customer is not or responding to reasonable requested information.

12.3. Cases will be closed for non-responsiveness if a Designated Contact fails to actively engage with or respond to Actimize within five (5) days from its submission of such Case.

13. Levels of Support and Target Response Times.

Legend: *NBD – Next Business Day **BH – Business Hours

14. Support Handover. If the Software is not installed by Actimize, Customer shall provide the relevant documentation, and access to the third-party installer. Additionally, Customer is responsible for knowledge transfer, and assistance reasonably necessary for Actimize to provide Support. Customer shall deliver of all of the deployment details in its’s Production environment including virtual machine configuration, design documentation, and a list of all issues with a resolution and mitigation plan.

15. Updates and Upgrades.

15.1. Customer: (a) shall receive Updates as part of Support at no additional cost; and (b) may purchase Software Upgrades at additional Fees.

15.2. Customer is responsible for all costs associated with implementation of an Update or Upgrade, including: any third-party software required, such as any Microsoft™ server or workstation applications (including SQL server licenses), additional or replacement hardware, or Services, including installation, training, specialized customization or integration Services. Customer may engage with Actimize’s professional services team to implement such Updates and Upgrades pursuant to a mutually executed SOW.

15.3. Updates shall only be made available to Customer: (a) for the version of, and options included in, the Software that was originally purchased by Customer; and (b) if and when such Updates are made commercially available by Actimize to its customers generally. For the avoidance of doubt, if the Support is terminated in accordance with the terms of the Agreement, Actimize shall not provide, and Customer shall not be entitled to receive, any Updates and Upgrades after the effective date of termination.

16. Compliance Verification.  Upon reasonable prior notice to Customer, Actimize shall have the right to verify that Customer is in compliance with: (a) the licensing terms of the Agreement; and (b) the Scope of Use in the Ordering Document (“Compliance Verification(s)”). Compliance Verifications shall be conducted using a Actimize Software script (“Script”). Actimize will provide Customer with the Script to execute on the system(s) where the Software is in use.  Unless otherwise agreed by the Parties in writing, Customer agrees to provide Actimize with the results report generated by the Script within ten (10) days following Customer’s receipt of the Script.  If a Compliance Verification results report reveals that Customer’s use of the Software or instances is in excess of the Scope of Use, Actimize shall invoice Customer for the Variance at Actimize’s then-current list price for the Software and instances and corresponding Support.  Customer shall, within ten (10) days after the date of Customer’s receipt of Actimize’s invoice, make payment to Actimize for such additional Fees.