Cireson Plus Terms and Conditions

This Cireson+ Program Policy (“Policy”) establishes the terms and conditions under which Cireson, LLC, or its subsidiaries (“Cireson” or “we”), will provide the Services described below under the Cireson+ Program (“Cireson+ Program”). These terms and conditions are binding on you (“Customer” or “you”) and Cireson upon your payment of the Subscription Fees.

1. CIRESON+ PROGRAM.
   
   1. Generally. The Cireson+ Program provides Customer with access to expanded resources and assistance that does not constitute Support or Maintenance pursuant to Cireson’s Support and Maintenance Policy (“S&M”). These resources and assistances are further detailed and described below and are hereinafter collectively referred to as the “Services.”
   2. Core System Center Service Manager (SCSM) Support. The Cireson+ Program includes best-effort troubleshooting that is tied to the core SCSM product, alongside the Cireson product support already offered via Cireson’s standard S&M Policy. Cireson will work with you to troubleshoot, conduct root-cause analysis, and isolate the SCSM issue across both interconnected systems. These efforts will strive to bring about a resolution or a detailed analysis of the issue for Microsoft product support escalation. For clarity purposes only, we have included the following example use cases:
      • All Service Requests are stuck in a New status
      • Emails are not sending from SCSM
      • Receiving a concerning message in SCSM’s Operations Manager log
   3. Core System Center Orchestrator (SCOrch) Support. SCOrch allows you to automate ITSM tasks across your organization. If your SCOrch environment is having issues, we will assist you to determine root cause of the issue and help you resolve it. If you have a need for runbook creation, the Cireson+ Program also offers consulting resources at a discounted rate to augment the efforts of your Orchestrator administrator. For clarity purposes only, we have included the following example use cases:
      • Orchestrator runbook failing to authenticate to SCSM
      • Runbook is failing intermittently after running successfully for a few days
      • Runbooks are not syncing to SCSM via Orchestrator Connector
   4. SCSM Content Support. The Cireson+ Program offers support for issues with SCSM content and the overall health of your SCSM instance. All efforts will be performed by seasoned Cireson/SCSM professionalsaccording to industry best practices. If you have a need for content to be created, the Cireson+ Program also offers consulting resources at a discounted rate to augment the efforts of your SCSM administrator. For clarity purposes only, we have included the following example use cases:
      • A Support Group at your organization has changed names, and you need guidance in updating the corresponding list value to ensure historical data is not lost
      • You are building an Advanced Request Offering form and need assistance configuring the layout
      • A User Role you configured appears to be granting access to an unintended user and you need help sorting through permissions
   5. SCSM Customization Support. The Cireson+ Program can be leveraged to troubleshoot the functionality of extensions you build or that you have implemented in your environment. The Cireson+ Program can be used to assist in troubleshooting the critical extensions your organization relies on. Cireson will provide best-effort troubleshooting, but resolution may vary depending on the severity of the issue because the complexity and dependability of an extension varies depending on its creator.If you require rework or enhancement to an existing customization, the Cireson+ Program also offers consulting resources at a discounted rate. For clarity purposes only, we have included the following example use cases:
      • A class extension you built is not importing into your environment
      • You are unable to remove a management pack because of a dependency on a sealed management pack
      • A customization is throwing an error
   6. Cireson Portal Customization Support. Cireson’s applications are highly extensible, and your organization may be relying on customizations to support your unique implementation. While standard Cireson S&M covers the tools used to create these extensions, S&M does not cover the functionality of the actual solutions created with these tools. The Cireson+ Program can be leveraged to support the functionality of customizations you build or that you have implemented in your environment. If you require rework or enhancement to an existing customization, the Cireson+ Program also offers consulting resources at a discounted rate. For clarity purposes only, we have included the following example use cases:
      • A custom task you implemented from the Community has stopped functioning
      • A custom field on your Portal forms is not saving properly
      • A solution you built functions in Chrome, but does not function in Internet Explorer
   7. Exclusive eLearning Course (Under Development — ETA Q4 2020).Cireson is developing a course that provides deeper education into extensibility, customization, architecture, reporting, and APIs. Access to the course is exclusive to Cireson+ Program subscribers.
   8. Quarterly Open Q&A Call with Cireson Consultant. Once per calendar quarter, you are entitled to a call with a Cireson subject matter expert for any technical or other questions you may have. To schedule a call, submit a request for the call via our standard Support channels, and we will connect you with a consulting resource.
   9. Discounted Rate for Consulting Services Projects. Cireson+ Program entitles you to a discounted hourly rate for consulting services projects. A maximum of 120 additional hours may be purchased at the discounted rate per coverage period.
2. EXCLUDED SERVICES.
   The Cireson+ Program does not include anything other than is the Services described in Section 1. The Cireson+ Program may not be used for project-related initiatives where the scope and requirements are well-defined in advance. For clarity purposes, the Cireson+ Program cannot be used in lieu of retaining Cireson to help get your environment up and running, or to provide in person training, or to architect, build and perform the migration of your move from Microsoft Service Manager 2012 to 2016.The Cireson+ Program is an offering of enhanced support and corresponding resources. If the scope and details of your request are outside the scope of the Cireson+ Program, as determined by Cireson in its reasonable discretion, Cireson reserves the right to require you to retain Cireson on an hourly basis subject to defined requirements and the execution of a Statement of Work by you and Cireson. Cireson provides the following two examples where Cireson’s discretion may be deployed to determine the scope of Services provided as part of the Cireson+ Program. The intent of the Cireson Plus program is to support issues and ensure continued success in your environment moving forward. If a significant backlog of issues is present at time of Cireson Plus enrollment, Cireson may recommend a scoped project to achieve objectives.

    

   The data warehouse component of SCSM is complex and can sometimes fail in an unrecoverable way despite best efforts. Cireson will, as part of the Services, attempt to troubleshoot and remediate data warehouse issues. However, Cireson may determine that your data warehouse is non-recoverable, which would require a rebuild, which is not included in the Services.

   Issues related to the slowness as it pertains to SCSM is relatively subjective. Cireson does not provide any service level agreement as it pertains to the speed of your environment. As part of the Services, Cireson will attempt to remediate issues related to slowness. Notwithstanding the foregoing, the speed in which your environment operates is determined by your hardware running the environment and the SCSM product itself. Accordingly, Cireson reserves the right to determine an acceptable level of performance and whether reasonable efforts have been exhausted under the scope of the Cireson+ Program.

3. CIRESON+ HOURS.To track Customer’s use of the Cireson+ Program and ensure that resources are deployed fairly among all subscribers, Customer will be allocated a certain number of Cireson+ hours per year based on the tier size of your organization. Your tier size is indicated on your invoice.
   

   Size	Number of Cireson+ Hours
   SMB	12
   Small	24
   Lower	36
   Upper	48
   Large	60
   Enterprise	72

   In the event that you need more hours than what is allocated to you, you may purchase additional hours at the discounted Cireson+ rate, maximum 120 hours per coverage period. Unused hours at the end of the Term expire and do not carry over whether or not you renew your subscription to Cireson+ Program. All Cireson+ hours are earned when paid and are non-refundable. No pro-rata refunds will be issued.

4. SUBSCRIPTION TERM AND RENEWAL.The Cireson+ Program is provided on an annual subscription basis. The subscription begins on the date we invoice you the Cireson+ Program subscription fee (“Subscription Fee”) and expires on the one (1) year anniversary of that date (“Term”). Your subscription to the Cireson+ Program must be renewed on an annual basis. To renew, submit a purchase order to Cireson at renewals@cireson.com within thirty (30) days of the expiration of the Term to avoid any loss of service. Following receipt of your purchase order, Cireson will invoice you for the Subscription Fee. All Subscription Fees are earned when paid and are non-refundable. No pro-rata refunds will be issued. Cireson reserves the right to increase the Subscription Fee but not more often than annually.
5. MISCELLANEOUS
   
   1. Force Majeure. A “Force Majeure Event” means any act or event, whether foreseen or unforeseen that prevents Cireson, in whole or in part, from performing its obligations and is beyond the reasonable control of and not the fault of Cireson, and that Cireson has been unable to avoid or overcome by exercise of due diligence. In furtherance of the definition of a Force Majeure Event and not in limitation of that definition, each of the following acts or events is deemed to meet the criteria of the section and to be a Force Majeure Event: war, flood, lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, act of God or the public enemy, terrorist act, military action, epidemic, pandemic, famine or plague, shipwreck, strike, work-to-rule action, go-slow, or similar labor difficulty, each on an industry-wide, region-wide or nationwide basis. Cireson shall not be liable for any loss or delay resulting from any Force Majeure Event and any timeline for performance of any Cireson+ Program services shall be reasonably extended to the extent of any such delay resulting from the Force Majeure Event.
   2. Binding on Successors and Assigns. The provisions of this Policy shall be binding upon and inure to the benefit of each of the parties and their respective successors and permitted assigns. Nothing expressed or implied in this Policy is intended, or shall be construed, to confer upon or give any person, other than the parties, their successors and assigns, any benefits, or rights under or by reason of this Policy.
   3. Assignment. This Agreement and the rights and obligations hereunder shall not be assigned or otherwise transferred in whole or in part by any act of Customer or by operation of law without the prior written consent of Cireson. Cireson may assign or otherwise transfer any of its rights and obligations under this Agreement upon written notice.
   4. Amendment. Cireson reserves the right to modify this Policy at any time upon written notice to Customer. Customer shall have thirty (30) days from the date of the notice to opt out of the modifications. Notwithstanding the Customer’s election to opt out of the modifications, such modifications shall apply in the event Customer elects to renew its subscription to the Cireson+ Program at the next renewal date.
   5. Jurisdiction and Disputes. This Policy, including, but not limited to, its validity, interpretation, construction, performance and enforcement, shall be construed in accordance with and governed by the laws of the State of California (without giving effect to its conflicts of law principles). Any party bringing a legal action or proceeding against the other arising out of or relating to this Policy or the transactions its contemplates shall bring the legal action or proceeding in federal or state courts located in San Diego County, California. Each party consents to the exclusive jurisdiction of said courts for the purpose of all legal actions and proceedings arising out of or relating to this Agreement or the transactions it contemplates. Each party agrees that the exclusive choice of forum set forth in this Section does not prohibit the enforcement of any judgment obtain in that forum or any other appropriate forum. Each party waives, to the fullest extent permitted by law, any objection which it may now or later have to the venue agreed upon herein, and any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
   6. Entire Agreement. This Policy supersedes and cancels all prior discussions and communications between the parties concerning the Cireson+ Program. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the parties, shall operate as a waiver or estoppel of any right, remedy or condition. In the event of any conflict between this Policy and any other document, this Policy shall control with respect to the Cireson+ Program.