Technical Support and Maintenance Policies

These Technical Support and Maintenance Policies (“Support Policies”) govern the use of the Brain Builder Service ordered by you in a valid and executed Order Form and subject to the Brain Builder Master Terms and Conditions (the “Terms”) by and between Neurala Inc. (“Neurala”, “us”, or “we”) and Customer. Except as otherwise defined and/or set forth in these Support Policies, any capitalized terms used but not defined herein shall have the meaning set forth in the Terms. Collectively the Terms, Order Form(s) and these Support Policies shall be referred to as the “Agreement”. In the event of a conflict between the Order Form(s), the Terms and these Support Policies, the order of control shall be: (1) Order Form, (2) Support Policies (3) Terms.

General:

These Support Policies shall only apply to those customers with fully executed Order Form(s) and provided such customers have prepaid any applicable license fees thereof. For the avoidance of doubt, the Support Policies do not apply to any customer using the Brain Builder Service at no cost. Neurala reserves the right to change these Support Policies from time to time for its customers, in Neurala’s sole option, by providing not less than 30 days prior written notice, such notice shall be deemed provided via an update to the following webpage: https://info.neurala.com/master_legal_support_maintenance.

Supported Operating Systems & Browsers:

Definitions

1.  “Monthly Uptime Percentage" means the difference between 100% and the percentage of Unavailable Time for the applicable month. 
2. “Unavailable Time” means the applicable Product is not available for use, as measured in continuous 5-minute increments. Unavailable Time does not include any unavailability resulting from any Exclusion (as defined below).
3. “Software Error” will mean any material nonconformity of the Brain Builder Service with the Documentation.
4. “Software Update” will mean any minor version of the Brain Builder Service features and/or functions actually licensed by you pursuant to a valid Order, developed subsequent to the Effective Date, which implements minor improvements or augmentations, or which corrects failures of the Brain Builder Service materially to conform to the then-current Documentation.
5. “Software Upgrade” will mean any version of the Brain Builder Service features and/or functions actually licensed by you pursuant to a valid Order, developed subsequent to the Effective Date, which implements additional features or functions, or which produces substantial and material improvements with respect to the utility and efficiency of the Brain Builder Service or adds new features or functionality to the Brain Builder Service, but which does not constitute merely a Software Update (as reasonably determined by Neurala), and which is not marketed by Neurala as a separate product and/or service.
6. “Technical Support” means the provision of responses by qualified Neurala personnel to questions from Eligible Customer Personnel related to use and operation of the Brain Builder Service, including basic instruction or assistance related to functional errors in the Brain Builder Service.  Technical Support does not apply to any hardware or Customer infrastructure, data, connectivity, hardware, software or other item beyond Neurala’s reasonable control.

Brain Builder Service Availability:

Service Commitment

Availability of the Neurala Services is measured by third party performance and monitoring services contracted by Neurala. Neurala will use commercially reasonable efforts to meet the following service level commitments:

Brain Builder Service: Available 99.9% Monthly Uptime Percentage each calendar month.

Exclusions

Notwithstanding anything to the contrary, no Unavailable Time shall be deemed to have occurred with respect to any unavailability of the Brain Builder Service, that (a) are caused by factors outside of Neurala’s reasonable control, including, without limitation, any force majeure event, telecommunications provider-related problems or issues, or Internet access or related problems occurring beyond the point in the network where Neurala maintains access and control over the Brain Builder Service; (b) result from any actions or inactions of you or any third party (other than Neurala’s agents and subcontractors); (c) result from any Customer application(s), Source Data, Inputs, Outputs, equipment, software or other technology and/or third party equipment, software or other technology (except for equipment within Neurala’s direct control); or (d) occurs during Neurala’s scheduled maintenance for which Neurala will provide at least twenty-four (24) hours prior notice; or (e) problems or issues related to alpha, beta or not otherwise generally available Brain Builder Service features or products (collectively, the “Exclusions”).

Technical Support Service

1.  TECHNOLOGY MAINTENANCE

 1.1 Error Corrections. 

Neurala will use commercially reasonable efforts to adapt, re-configure or re-program the Brain Builder Service, as applicable, in order to correct in a timely fashion any Software Errors reported to Neurala by Eligible Customer Personnel, as defined below, provided that if Neurala determines in good faith that any such Software Error is the result of errors or misstatements in the Documentation, Neurala may correct such non-conformity solely by amending the Documentation, as necessary, and further provided that any failure or inability by Neurala to correct any such Software Error, or failure or inability to do so in a timely fashion, will in no event be deemed a breach of Neurala’s obligations hereunder.

 1.2 Procedural Workarounds. 

In the event that Neurala fails or is unable to correct any Software Error, as required by these Support Policies, Neurala will use commercially reasonable efforts to develop in a timely fashion procedures or routines, for use by end users of the Brain Builder Service, which, when employed in the regular operation of, or access to, the Brain Builder Service, will avoid or substantially diminish the practical adverse effects of the relevant Software Error, provided that any failure or inability by Neurala to develop any such procedure or routine, or failure or inability to do so in a timely fashion, will in no event be deemed a breach of Neurala’s obligations hereunder.

 1.3 Software Updates; Software Upgrades. 

From time to time Neurala may, in its discretion, develop Software Updates and/or Software Upgrades.  Neurala will, during the License Term of the Order, make such Software Updates available to Customer, provided that Customer has paid all fees due under this Agreement.  This Agreement does not include Software Upgrades.  Any such Software Updates provided hereunder will be deemed to constitute part of the Brain Builder Service and will be subject to all the terms and provisions hereof, including, without limitation, terms and provisions related to licenses, usage restrictions and ownership of same.

2. TECHNICAL SUPPORT.

 2.1 Support Obligation. 

Subject to Customer’s payment of the applicable fees as required in Section 5 of the Agreement, Customer will be permitted to designate in writing to Neurala up to two (2) Customer personnel for purposes of obtaining Technical Support from Neurala (“Eligible Customer Personnel”).  Neurala will provide Technical Support to such Eligible Customer Personnel by means set forth in the following table, subject to the conditions regarding availability or response times with respect to each such form of access as set forth in the table from 9am to 7pm Eastern Standard Time.   

 * At such phone number and email address as Neurala may provide from time to time.

 2.2 Customer Access. 

Customer shall provide such information and/or access to  Customer resources as Neurala may reasonably require in order to provide Technical Support under this Agreement, including, without limitation, access via the Internet or via direct modem connection to relevant Customer servers, access to Customer facilities, and/or access to, and assistance of, Customer personnel who possess information required by Neurala for purposes of performing its obligations hereunder.  Neurala shall be excused from any non-performance of its obligations hereunder to the extent any such non-performance is attributable to Customer’s failure to perform its obligations under this Section 2.2.

3. LIMITATIONS TO TECHNICAL ASSISTANCE.

3.1  Eligible Recipients.

Neurala shall have no obligation to provide Technical Support, by any means, to any entity or individual other than Eligible Recipients. 

 3.2  Neurala Corporate Holidays. 

Neurala shall have no obligation to provide Technical Support during any Neurala corporate holiday which include, but are not limited to, federally observed holidays of the US Federal government.

 3.3  Technical Support Exemptions. 

Unless otherwise agreed by the Parties, Neurala shall have no obligation to provide Technical Support with respect to any Software Error resulting from (i) use of the Brain Builder Service other than according to the terms of the Agreement; (ii) modification of the Brain Builder Service by Customer or any third party, except as expressly permitted in writing by Neurala; or (iii) any combination or integration of the Brain Builder Service with hardware, software and/or technology not provided by Neurala, regardless of whether such combination or integration is permitted under the terms of the Agreement.

 3.4  Version Requirements. 

Unless otherwise agreed by the Parties, Neurala shall not be required to provide Technical Support regarding use of any version of the software other than any version of the Brain Builder Service generally available and actively marketed by Neurala during the six (6)-month period immediately preceding the relevant request for Technical Support.

 3.5  General Protection of Neurala Intellectual Property. 

Neurala shall not be required to provide Technical Support to the extent the provision thereof might reasonably be expected to jeopardize or harm Neurala’s rights in any intellectual property, or reveal trade secrets or other proprietary information of Neurala not generally available to the public or to end users of the Brain Builder Service.

 3.6  No Source Code. 

Nothing in this Agreement shall be construed to give Customer a right to use, or otherwise obtain access to, any source code from which the Brain Builder Service or any portion thereof is compiled or interpreted.

 Support Policies Limitation of Liability:

These Support Policies state Neurala’s sole and entire liability to you and your sole remedy with respect Neurala’s failure to meet the Technical Support and Maintenance Policies detailed herein.