This Dynamo Support Agreement supplements the Master Terms and is a part of the Agreement between Customer and Dynamo. It describes the Support and Maintenance to be provided by Dynamo in connection with the Service.
1. Additional Definitions. The following terms have the assigned meanings for purposes of this Dynamo Support Agreement. All capitalized terms used, but not otherwise defined, in this Dynamo Support Agreement will have the meaning assigned to such term in Exhibit 1: Defined Terms of the Master Terms.
1.1. “Designated Contacts” means employees, representatives, consultants, contractors, or agents of Customer or its Affiliates who have been authorized by Customer to contact Dynamo for Support and who Customer has designated for such purposes in writing to Dynamo. Customer may change its Designated Contacts from time to time upon written notice to Dynamo.
1.2. “Emergency Support” means Support provided in response to a Severity 1 Error or Severity 2 Error.
1.3. “Maintenance Window” means Saturday or Sunday between 11 PM the prior day to 6 AM in the applicable time zone specified in the Technical Specifications.
1.4. “Service Level Failure” means a material failure to meet any Service Level.
2. Support and Maintenance.
2.1. Support Plans. During the applicable Subscription Term, subject to the terms and conditions of this Agreement, Dynamo shall provide Customer with the level of Support listed in Table 1 that corresponds to the support plan designated in Customer’s Order Form (“Support Plan”).
Table 1
| Plan Features/Plan Type | Standard | Premium |
| Web Helpdesk tickets | Unlimited | Unlimited with priority |
| Updates/Upgrade | Yes | Yes |
| Support by Phone or E-Mail within Business Hours | – | Yes |
| After Business Hours Emergency Support | – | Yes |
| Assigned Client Success Manager/ Dedicated Support Rep/TAM | – | Yes |
| Increased engagement with Dynamo team Roadmap updates and feature reviews Invitations to all client roundtables Two free passes to Dynamo University Introductions to similar clients | – | Yes |
| Introductions to similar clients | – | Yes |
| Other features | – | As described in an Order Form |
2.2. Designated Contacts. Customer shall designate at least one (1) but no more than three (3) Designated Contacts for each Service. Only a Designated Contact is permitted to make requests for Support.
2.3. Scope of Support. During the applicable Subscription Term, Dynamo will provide technical Support to assist the Designated Contact(s) in utilizing the Service and in identifying and providing Workarounds (as defined below), if possible, for Errors. Customer shall reasonably cooperate with Dynamo’s provision of Support, by providing such information and access to Customer resources as Dynamo may reasonably require in order to provide such Support. For the avoidance of doubt, Support is not intended to replace appropriate staff training, and, in response to requests for “how to use” help, Dynamo may direct the User to the Documentation or recommend that Customer orders additional training, which will be provided at Dynamo’s standard rates for such services.
2.4. Telephone, E-Mail, and Web Helpdesk Support. The Designated Contact(s) will be given the telephone number for Dynamo’s Support line and web-based helpdesk accounts for accessing Dynamo’s support website (which is currently https://dynamosoftware.zendesk.com/) (the “Web Helpdesk”). The Designated Contact(s) may use such methods of communication to contact Dynamo’s Support team according to the terms of Customer’s Support Plan. The Designated Contact(s) may provide Error Notices (defined below) to Dynamo in writing (via the Web Helpdesk in accordance with Section 3.2 below) and consult with Dynamo technical analysts concerning Error resolution, diagnosing Error messages and providing Workarounds for Errors. For the avoidance of doubt, on-site support is not included in any Support Plan.
2.5. Remote Access Support. Upon the request or consent of a Designated Contact, Customer shall promptly provide Dynamo with remote, electronic access to Customer’s computing system, solely to the extent Dynamo determines is necessary or appropriate in order to assist the Designated Contact in identifying an Error or otherwise providing Support.
2.6. Maintenance; Updates and Upgrades. During the applicable Subscription Term, Customer will be entitled to receive all Maintenance provided by Dynamo. Except as otherwise expressly set forth herein, Dynamo may provide Maintenance (including the implementation and deployment of Updates and Upgrades in Dynamo’s production environment) at such times as Dynamo deems appropriate or necessary, without notice to Customer. Customer acknowledges that Dynamo may from time to time implement and deploy Updates or Upgrades of any Mobile Application, and in certain cases, Dynamo may automatically and remotely implement and deploy Updates or Upgrades to the version of such Mobile Application that Customer and its Users are using on their respective mobile devices. Customer consents (on behalf of itself and its Users) to any such automatic and remote implementation and deployment on the mobile devices of Customer and its Users. Where Customer has selected a hosting option that does not allow direct access by Dynamo for Maintenance, Customer will cooperate with Dynamo to enable the timely implementation and deployment of Updates and Upgrades. Customer shall not postpone the installation of Upgrades for more than one version.
3. Service Levels
3.1. Availability. Subject to the terms and conditions of this Agreement, Dynamo will make each Service Available at least ninety-nine and one half percent (99.5%) of the time as measured over the course of each calendar month during the applicable Subscription Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exclusions described below in Section 4.1 of this Dynamo Support Agreement (the “Availability Requirement”). “Available” means the applicable Service is available for access and use by Customer and its Users over the Internet and operating substantially in accordance with the Technical Specifications.
3.2. Error Reporting and Classification. Customer will provide Dynamo via the Web Helpdesk with a notice of each Error describing the Error in sufficient detail for Dynamo to identify and categorize the severity of the Error (“Error Notice”). Dynamo will, in its reasonable discretion, determine the severity of each Error in accordance with the following:
| Severity Level | Description |
| Severity 1 Error (Critical) | The Service is functionally unusable for all Users. |
| Severity 2 Error (Serious) | Essential functions of the software malfunction, affecting the majority of the Users and having a materially negative effect on their ability to use the Service for its purpose. |
| Severity 3 Error (Non-critical) | A non-critical function of the Service malfunctions, which results in no material impact on the functionality of the Service. |
3.3. Error Response. In response to an Error Notice, Dynamo will follow the process below in accordance with Table 2 (the “Error Response Requirement”, and, collectively with the Availability Requirement, the “Service Levels”). The timelines set forth in Table 2 will be measured from the time that Dynamo’s Support team receives an Error Notice. No breach of the Error Response Requirement will be deemed to occur in connection with any (a) delays resulting from the unavailability or inaccessibility of Customer or its Designated Contact, (b) failure of Customer or its Designated Contact to reasonably cooperate with Dynamo’s provision of Support, or (c) any Error resulting, in whole or in part, from an Exclusion.
3.3.1. Step 1 – Response. Dynamo will acknowledge to Customer its receipt of an Error Notice (a “Response”) and may request additional information from Customer necessary to correct the Error. Customer will provide any reasonably requested information relating to the Error, including any information on the location of the Error within the Customer’s software architecture (if applicable). Upon Dynamo’s request, Customer will assist Dynamo in attempts to reproduce the Error.
3.3.2. Step 2 – Workaround. In the event that an Update cannot be created promptly, Dynamo will use commercially reasonable efforts to provide a temporary patch, correction, or workaround (a “Workaround”) to the reported Error. Dynamo will not be required to provide a Workaround if, in providing an acceptable solution to the reported Error, Dynamo provides an Update.
3.3.3. Step 3 – Resolution. Dynamo will use commercially reasonable efforts to provide an Update.
Table 2
| Severity Level | Response | Workaround* | Update* |
| Severity 1 Error (Critical) | 6 Business Hours | Next Business Day | 3 Business Days |
| Severity 2 Error (Serious) | 1 Business Day | 3 Business Days | 10 Business Days |
| Severity 3 Error (Non-critical) | 2 Business Days | To be coordinated with Dynamo on a case-by-case basis | To be included in a scheduled Upgrade |
*Workaround and resolution/Update times will be subject to the following: (a) they will apply only for Errors in the software that are not caused by Customer’s technical environment, Third Party Applications or Third Party Materials, or other factors beyond Dynamo’s control; and (b) if Customer is self-hosted, such times (i) will be conditional upon Dynamo being given the necessary access to Customer’s technical environment and the installed software; and (ii) will start running from the moment Dynamo is given such access.
3.4. Service Level Failure; Remedies.
3.4.1. Service Level Credits. Subject to the remainder of this Section 3.4, in the event that Dynamo fails to meet the Availability Requirement for any Service, Dynamo will issue a credit against the portion of the Subscription Fee allocable (on a pro rata basis) to accessing the applicable Service during the applicable Service Period (a “Service Level Credit”). The Service Level Credit will be an amount equal to the applicable portion of the Subscription Fee multiplied by the Service Level Credit percentage in Table 3 below corresponding to the actual Service Availability during the applicable Service Period, excluding unavailability as a result of any of the Exclusions described below in Section 4.1 of this Dynamo Support Agreement. To be eligible for a Service Level Credit, Customer must provide Dynamo with written notice requesting such Service Level Credit no later than thirty (30) days after the end of the Service Period in which the failure occurred.
Table 3
| Service Availability | Service Level Credit Percentage |
| 98.0% to 99.49% | 10% |
| 95.0% to 97.99% | 25% |
| 80.0% to 94.99% | 75% |
| 79.99% or below | 100% |
3.4.2. If a Severity 1, or Severity 2 Error(s) makes essential features of the Service unavailable but no unavailability has been registered by Dynamo, Customer will notify Dynamo about the Error(s) by submitting an Error Notice and, if no Workaround or Update has been provided within the time specified in Table 2 (in Section 3.3.3) above, Customer will be eligible to receive a Service Level Credit for the time beyond the Workaround or Update time that passes before the Workaround or Update, as applicable, is implemented, calculated in accordance with the Table 3 (in Section 3.4.1.) above.
3.4.3. Exclusive Remedies. Notwithstanding anything to the contrary set forth in the Master Terms, this Section 3.4 sets forth Dynamo’s sole obligation and liability and Customer’s sole and exclusive remedy (other than any right to which Customer may be entitled under the Master Terms) for any Service Level Failure. The pricing of Dynamo’s products and services reflects the allocation of risk and the limitations of liability contained in the Agreement.
4. Support Exclusions.
4.1. Dynamo is not required to provide any Support for, and the Service Levels will not apply to, any Errors, Service Level Failures, or impaired ability of Customer or its Users to access or use the Service to the extent these are caused by any of the following situations (each an “Exclusion”): (a) access to or use of the Service by Customer or any User, or using Customer’s or an User’s Access Credentials, that does not comply with the Agreement and the Technical Specifications, (b) delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement, (c) Customer’s or any User’s Internet connectivity, (d) Force Majeure Event, (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied or used by Dynamo pursuant to this Agreement, (f) unavailability during the Maintenance Window, (g) disabling, suspension, or termination of the Service as expressly permitted in this Agreement, (h) Customer’s failure to implement all currently available Updates and Upgrades, (i) changes to Customer’s operating system, hardware, network, or environment not supported in the Technical Specifications that adversely affects the Service, (j) any alteration of, or addition to, the Service performed by any party other than Dynamo or its Affiliates or a third party on its or their behalf, (k) data security compromises, except where Dynamo is responsible, or (l) malfunctions of third party products or services, except where Dynamo is responsible.
4.2. Support Plans do not include Support for any hardware or software operated by Customer that was not supplied by Dynamo, including computers, hard disks, operating systems, databases, Third Party Applications, and Third Party Materials.
4.3. Portions of the Service that have been modified, portions of the Service which have data tables that have been modified (including the manual addition and deletion of data) by any method other than directly through the Service’s user interface, and program objects that have been modified are not eligible for Support or Maintenance. Additionally, modified portions of programs that post data to other modules or database tables may limit the extent of the Support that Dynamo will be able to provide on the unmodified modules and programs. Dynamo’s Support team will not assist in the direct manipulation of database contents. If an issue is reported to Dynamo’s Support team that is the result of modifications to the data tables or program objects, Support activities for that particular issue will cease, and the Dynamo Support team will notify Customer that the issue is beyond the scope of Support and this Dynamo Support Agreement. Time expended to discover that the issue is related to such modifications will be billed back to Customer at the then prevailing Dynamo Professional Services hourly rates.