Imprivata Maintenance and Support

Imprivata will provide the maintenance and support services (“Maintenance and Support”) as further described herein to Customer during the Initial Maintenance Term and any subsequent Renewal Term for which Customer has paid the applicable fees. For purposes of clarification, “Support” as used in the Imprivata end user license agreement shall have the same meaning as Maintenance and Support as used herein. Certain Imprivata Software (excluding PatientSecure) is installed on an Imprivata hardware appliance. For purposes herein, a “Physical Appliance” shall mean a physical hardware appliance that uses physical processors and a “Virtual Appliance” shall mean a virtual (or otherwise emulated) appliance that uses virtual processors.

The descriptions that follow apply only to the Maintenance and Support offered directly from Imprivata, Inc. Imprivata’s authorized resellers may offer different maintenance and support options and should be contacted for information specific to their policies.

1. Term and Pricing

The initial term of Maintenance and Support shall be for a period of twelve (12) months beginning on the date of delivery of the Software and Hardware (as applicable) (the "Initial Maintenance Term") and shall automatically renew for additional twelve (12) month terms annually on the successive anniversary of the Initial Maintenance Term (each a “Renewal Term”), unless either party provides at least thirty (30) days prior written notice of non-renewal to the other party. Maintenance and Support may be renewed only for an annual term and only for all Software and Hardware licensed by Customer; partial renewals will not be accepted. Fees for Imprivata Maintenance & Support shall be based on Imprivata’s then-current price list in effect at the time of any such purchase or renewal.

2. Maintenance Release Updates and Support for Imprivata Software

Imprivata will provide maintenance release updates for the then-current and two prior versions (major or minor) of the Imprivata Software, but in all events will provide maintenance (i.e. defect resolution) for any shipping version for a minimum of twenty four (24) months. A “major version” is a Software program identified by a change in the number immediately to the left of the decimal point, e.g., 5.1 or 6.1 and a “minor version” is a Software program identified by a change in the number immediately to the right of the decimal point, e.g. 5.1 to 5.2. Imprivata shall provide support services to customers who are current with Maintenance and Support if Imprivata is also providing equivalent support services to other similarly-situated customers.

Imprivata may, upon sixty (60) days’ notice, change the Maintenance and Support descriptions or pricing effective at the start of the next term hereunder. Either party may terminate Maintenance and Support if the other party fails to cure a material breach of this Maintenance and Support policy within thirty (30) days after receipt of written notice of such breach from the non-breaching party.

3. Supported Environments.

Notwithstanding anything to the contrary, Imprivata will provide Maintenance and Support for the Imprivata Software when used in connection with those third party applications, operating systems, databases, and key system components (“Third Party Component(s)”) listed on the Imprivata Supported Configuration matrix for the applicable Imprivata Software (each a “Supported Environment”), copies of such matrices are located at the Imprivata Support and Learning Center website at:

https://community.imprivata.com/s/

When a Third Party Component reaches the end of its primary or mainstream support, Imprivata will no longer provide Maintenance and Support for Imprivata Software that interoperate with such Third Party Component. Third Party Components under extended third party vendor support are also not supported by Imprivata. Notwithstanding the foregoing, Imprivata Customer Support will accept support incidents for Imprivata Software used in connection with a Third Party Component that is not used in a Supported Environment, provided, however, Imprivata will only troubleshoot the issue up to the point that Imprivata in its sole discretion determines the problem is related to the Imprivata Software being used with a Third Party Component that is not a Supported Environment. At such point, Imprivata Customer Support will require Customer to be able reproduce the error in a Supported Environment.

4. Reinstatement

In the event of any lapse in coverage of Maintenance and Support, any reinstatement of Maintenance and Support shall be subject to payment by Customer of all Maintenance and Support fees that would have been payable from the time Customer discontinued Maintenance and Support to the time of its reinstatement, plus an additional 5% reinstatement fee on all back Maintenance and Support accrued.

5. Named Support Contacts

“Named Support Contact(s)” for Imprivata Customer Support shall mean a current Customer employee(s) or designee(s), registered as a user on the Imprivata Support and Learning Center. The Named Support Contact shall be responsible for the administration and ongoing maintenance during any Imprivata implementation. Only Named Support Contacts are authorized to call Imprivata to report a Priority 1 issue (defined below). The number of Named Support Contact(s) permissible is set forth below. Named Support Contact(s) shall be required to have successfully completed Imprivata Certified Engineer (ICE) training.

6. Contacting Imprivata Customer Support

Information on how to contact Imprivata Support by telephone can be found at the following URL:

https://www.imprivata.com/contact-us

7. Imprivata Support and Learning Center

The Imprivata Support and Learning Center website can be found at the following URL:

https://support.imprivata.com

The Imprivata Support and Learning Center is staffed only during the support business hours as set forth in Section 8 below. New cases or case updates submitted through the Imprivata Support and Learning Center outside of support business hours will be processed during the next business day. Login credentials are required to access to the Imprivata Support and Learning Center. Customer is able to register as a new contact at the same URL.

Customers can search knowledge articles to help find answers to commonly asked questions and issues.
Customers can view available Imprivata product downloads.
Allows Customers to log a support case with Imprivata Customer Support and to review and update cases.
The Ideas section allows Customer to exchange ideas with Imprivata Product Management by permitting Customer to review, vote, or submit new requests for Imprivata product functionality.
Customers can exchange helpful information with other community members in the Community section.
Customers can choose to be notified of new Service Pack and Hot Fix Product releases.

8. Imprivata Customer Support Business Hours

Imprivata provides support coverage Monday through Friday during the business hours as set forth in the table below.

Business hours coverage excludes Imprivata’s observation of local public holidays. The observed holidays will be specified in the Imprivata Support and Learning Center which shall include real-time notifications.
Customers on the Premium Maintenance and Support level may contact Imprivata Customer Support by telephone outside of regular business hours for assistance with Priority 1 issues (defined below).
Maintenance and Support requests will be promptly routed to a customer support engineer and requests will be responded to as set forth in Section 10 below. The customer support engineer will engage to diagnose the issue and will escalate within Imprivata to engage additional technical and management resources as necessary.

9. Case Priority Classifications

Customers will be required to indicate the priority of their issue when contacting Imprivata Customer Support using the classifications as set forth in the table below.

10. Service Level Response Times

Initial response times are determined by the priority of the issue as set forth in the table below. Initial Response and Target Resolution times are calculated from when Imprivata receives the initial call.

11. Imprivata Software, Physical & Virtual Appliance Maintenance and Support

Maintenance and Support shall be provided for the purpose of investigating Imprivata Software, Physical Appliance or Virtual Appliance errors that have been reported by Customer. Imprivata will acknowledge to Customer receipt of a reported error in accordance with Section 10 above and will diagnose and may attempt to recreate Customer-detected errors, provided that the error can be recreated without customer-specific environment or customization. Imprivata will use commercially reasonable efforts to develop a workaround for the error. To report an error, Customer shall submit to Imprivata the priority of the issue, any log, trace or dump files requested, a clear description of the problem and error message(s), information regarding the equipment and operating system on which the Software is loaded, and any other data that Imprivata may reasonably request in order to attempt to diagnose or reproduce the conditions under which the error occurred. Imprivata will not provide Maintenance and Support for issues resulting from: (i) any damage or failure resulting from any cause beyond Imprivata’s reasonable control, including without limitation, unauthorized or third-party modifications or repairs, products not supplied by Imprivata; (ii) additions, extensions, customizations or Customer modifications to the Imprivata Software; (iii) instances where the Software are used in combination with any other third party software that it is not a supported environment; and (iv) incidents caused by Customer's negligent use of the Imprivata Software.
Imprivata may from time to time release updates to current versions of the Software to correct defects, as maintenance releases, as upgrades or new major versions. Updates are included as part of your Maintenance and Support coverage.
New software features and functionality offered in major new versions, if priced separately, are not included in Maintenance and Support. Additionally, any incremental hardware required to support new software features and functionality is also priced separately.
Imprivata may require remote access to expedite an investigation. Third party tools such as WebEx and LogMeIn are commonly used for this purpose. Other options are also available when needed. Resolution of issues may take longer if no remote access is permitted to the environment and the issue cannot be reproduced.
Maintenance and Support does not include replacement or reconditioning of products which do not contain the current or immediately prior version of Software; which have been subjected to excessive wear or deterioration; or which have not been used in accordance with applicable product specifications.

12. Physical Appliance & Imprivata Branded Device Warranty

The Physical Appliance and Imprivata branded hardware device warranty commences on the date Imprivata ships the Physical Appliance and/or Imprivata branded hardware device and continues for a period of twelve (12) months (the “Hardware Warranty”). In the event Imprivata’s manufacturer provides Imprivata with a longer warranty period for any such Physical Appliance or Imprivata branded hardware device, Imprivata will pass along any such additional warranty period to Customer.
The Hardware Warranty applies to Physical Appliances and Imprivata branded hardware devices only. The Hardware Warranty does not apply to Virtual Appliances and is exclusive of all non-branded third-party authentication devices. Imprivata will pass along the manufacturer’s warranty for all non-branded third-party authentication devices.
During the Hardware Warranty if any Physical Appliance or Imprivata branded hardware device is determined to be defective by Imprivata Customer Support said hardware will be replaced at no additional charge according to the terms of Customer’s Maintenance and Support plan as further described herein. Defective hardware is not repaired onsite. In the event a Physical Appliance or Imprivata branded hardware device in need of replacement is no longer commercially available from the manufacturer, Customer will be entitled to the then-current Physical Appliance model or equivalent Imprivata branded hardware device model at the time of such replacement.

13. Physical Appliance Return and Repair

a. During the Hardware Warranty period – Standard Level

If Imprivata Customer Support determines the Physical Appliance is defective, a standard service pre-paid electronic return label will be issued to Customer for the return of the defective Physical Appliance. Customer is responsible for properly packaging the defective Physical Appliance for shipment.
Once the defective Physical Appliance is received by Imprivata, Imprivata will repair the defective Physical Appliance at no cost to Customer, including shipping and handling costs. If the defective Physical Appliance cannot be repaired, it will be replaced with refurbished Physical Appliance. Imprivata’s repair or replacement of the defective Physical Appliance as set forth above does not extend the Hardware Warranty. In the event a Physical Appliance in need of replacement is no longer commercially available from the manufacturer, Customer will be entitled to the then-current Physical Appliance model at the time of such replacement.
If a future release of Imprivata Software requires a later model of Physical Appliance, Imprivata will supply a replacement Physical Appliance at no cost to Customer, including shipping and handling costs. The Hardware Warranty will not be extended for the later model Physical Appliance or component thereof. For purposes of clarification, the aforementioned replacement obligation shall only apply to Physical Appliances.

b. After the Hardware Warranty Period – Standard Level

If Imprivata Customer Support determines that the Physical Appliance is defective, Customer may purchase replacement Physical Appliance at Imprivata’s then-current price. For purposes of clarification, any replacement of a defective Physical Appliance purchased by Customer will include a new Hardware Warranty. In the event a Physical Appliance in need of replacement is no longer commercially available from the manufacturer, Customer would need to purchase the then-current Physical Appliance model.
If a future release of Imprivata Software requires a later model of Physical Appliance, Customer may purchase replacement for the later model Physical Appliance at Imprivata’s then-current price. For purposes of clarification, any replacement purchased by Customer for the later model Physical Appliance will include a new Hardware Warranty.

c. Premium Level

Regardless of warranty status, provided Customer is on Premium level Maintenance and Support, if Imprivata Customer Support determines that the Physical Appliance is defective, Imprivata will ship a refurbished Physical Appliance to Customer via an expedited shipment method within one (1) business day for current shipping versions of the Physical Appliance and within five (5) business days for prior versions of the Physical Appliance. Imprivata will use overnight shipping services when they are available for the destination, excluding customs clearance. Customer will be required to return the defective the Physical Appliance to Imprivata within fifteen (15) business days. A pre-paid return label for the purpose of returning the defective Physical Appliance will be included with the replacement Physical Appliance. Imprivata reserves the right to charge Customer the then-current Imprivata price for the defective Physical Appliance if not returned. In the event a Physical Appliance in need of replacement is no longer commercially available from the manufacturer, Customer will be entitled to the then-current Physical Appliance model at the time of such replacement.
If a future release of Imprivata Software requires a later model of Physical Appliance, Imprivata will supply Customer with a replacement for the later model Physical Appliance at no cost to Customer, including shipping and handling costs. For purposes of clarification, the aforementioned replacement obligation shall only apply to Physical Appliances.

14. Imprivata Branded Hardware Device Return and Repair

a. During the Hardware Warranty period

If Imprivata Customer Support determines the Imprivata branded hardware device is defective, a standard service pre-paid electronic return label will be issued to Customer for the return of the defective Imprivata branded hardware device. Customer is responsible for properly packaging the defective Imprivata branded hardware device for shipment.
Once the defective Imprivata branded hardware device is received by Imprivata, Imprivata will repair the defective Imprivata branded hardware device at no cost to Customer, including shipping and handling costs. If the defective Imprivata branded hardware device cannot be repaired, it will be replaced with refurbished Imprivata branded hardware device. Imprivata’s repair or replacement of the defective Imprivata branded hardware device as set forth above does not extend the Hardware Warranty. In the event an Imprivata branded hardware device in need of replacement is no longer commercially available from the manufacturer, Customer will be entitled to the equivalent Imprivata branded hardware device model at the time of such replacement.

b. After the Hardware Warranty period

If Imprivata Customer Support determines that the Imprivata branded hardware device is defective, Customer may purchase replacement Imprivata branded hardware device at Imprivata’s then-current price. For purposes of clarification, any replacement of a defective Imprivata branded hardware device purchased by Customer will include a new Hardware Warranty. In the event an Imprivata branded hardware device in need of replacement is no longer commercially available from the manufacturer, Customer would need to purchase the then-current other available Imprivata branded hardware device model.
If a future release of Imprivata Software requires a later model of Imprivata branded hardware device, Customer may purchase a replacement for the later model Imprivata branded hardware at Imprivata’s then current price. For purposes of clarification, any replacement purchased by Customer for the later model Imprivata branded hardware device will include a new Hardware Warranty.

15. Summary Usage Data

In order to assist Imprivata in providing proactive support to Customer, Imprivata collects summary data regarding Customer’s use of Imprivata Software. Such data includes daily usage statistics, software version information, user and computer statistics, number of deployed and enrolled users per application, and number of logins per application per day. Imprivata does not collect any personal information about Customer employees (including user names, passwords or demographic information) or protected health information about its patients, and the data collected is available to Customer upon request. If Customer wishes to opt-out of the delivery of this summary data to Imprivata, it can do so by contacting Imprivata Customer Support as set forth above.

16. Application Profile Development and Maintenance

The development of new application profiles, or changes to existing application profiles to support a new version of third-party software are not within the scope of Imprivata Maintenance and Support. Imprivata Professional Services should be contacted for assistance with developing new or maintaining existing application profiles. Should a previously functioning application profile no longer function due to an Update of Imprivata Software, Imprivata Customer Support should be contacted for assistance.

17. Custom Development

Imprivata’s Professional Services group may provide fee-based custom development services to Customer pursuant to a statement of work. Imprivata professional services may be engaged for assistance with customized components which no longer function properly following an upgrade of Imprivata Software or other environmental change.

18. Updates and Configuration Changes

Customers are strongly encouraged to test all updates (such as defect fixes, new releases and new versions) in a test environment before deploying them into a production environment.

In some cases, a support issue is resolved by the recommendation to change a configuration setting on the server or the agent. Customers are strongly encouraged to validate recommended changes in a test environment before deployment in a production environment.

19. Suspension

Imprivata reserves the right to suspend Maintenance and Support to Customer in the event Customer’s Maintenance and Support payment under any invoice is more than thirty (30) days past due.