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Locate Solution Subscription Silver

Overview

This Service Description (or “SD”) applies to purchases of the “Locate Solution Subscription – Silver” Service Plan with the as referenced Product Name on the Order (for purposes of this SD, the “Services”) from Precisely Software Incorporated or one of its affiliates (“Precisely”) pursuant to a Quote, Statement of Work or other ordering document (an “Order”). The “Start Date” for the Services in the applicable Order is the “Effective Date” of such Order for purposes of this SD.

The terms of this SD as of the Effective Date of an Order shall be incorporated into the Order and apply for the duration of the Services in such Order as reflected by the Start Date and End Date of Services on the Order (the “Term” for delivery of Services). For an Order, these terms may not be modified except in writing and signed by both Precisely and Customer.

1. Silver Service Plan Description

For the Silver SD plan, Precisely will provide up to 100 total professional managed services hours per consecutive 12-month period during the Term (each a “Subscription Year”) related to the following:

  • Remotely assisted configuration and deployment, including connectivity and infrastructure
  • Administrator, technical and business user training and enablement options
  • Expanded access to Precisely experts
  • Weekly strategic planning and oversight sessions
  • Onsite advisory services available, to include connectivity, infrastructure and in-person training
  • Precisely Platform custom API enhancements
  • Expert assistance to operationalize product updates
  • Comprehensive strategy and advisory partnership

2. Use of Plan Hours

Plan hours may be utilized for tasks related to Customer’s Precisely licensed products, including the Precisely Platform, Integrate, Verify, Locate and Enrich data deployed on premises or Precisely hosted. The activities below are illustrative of expected usage over the term and are not a limitation on the Services available. Precisely reserves the right to add, modify, or remove these activities as necessary.

2.1 Training and Knowledge Transfer

  • Pre-requisites, administration, sizing, performance, use cases, data pipelines, asset inventory, and source and target discussions
  • Precisely Platform hosted API training
  • Privately deployed SDK solutions such as GeoAddressing, Data Quality matching, GeoTax or Spatial
  • API orchestration configuration training and implementation best practices
  • Enrich product connectivity, dependencies and relationships
  • Precisely ID linkages
  • Spectrum, Trillium, Finalist, Code1, VeriMove, MapInfo and SaaS API knowledge transfer and best practice usage

2.2 Connectivity and Configuration

  • Artificial Intelligence (“AI”) integration, agent builds, MCP server customizations or private deployments, where applicable
  • Databricks and Snowflake accelerators
  • Security policies and access control
  • API setup and configuration process review
  • Connectivity to:
    • Databases
    • Analytics services
    • ETL sources and targets
    • API (SOAP and REST) endpoints
    • API input and output schemas and options
  • Enrich product deployment strategies
  • Job updates or enhancements

2.3 Advisory Services

  • Product overview or usage review mentoring
  • Design, solution, process and architecture reviews and guidance
  • High availability and disaster recovery process and technology guidance
  • Review of, or assistance with, development of Customer’s enterprise data strategy
  • Confirm Customer is using the Precisely solutions as fully as possible
  • Confirm Precisely Platform solution components are positioned optimally within the enterprise
  • Solution checks
  • Software roadmaps and upgrade advisement
  • Issue triage

3. TAM Scope Section

A Technical Account Manager (“TAM”) is to be assigned to the Customer for the Term of this SD.

TAM will be provided in accordance with the terms at the following: https://www.precisely.com/TAM

TAM services are separate from the 100 Silver hours included in this SD.

The TAM will:

  • Designated Technical Account Manager team
  • Bi-annual technical action plans for improving forecasting, transparency and risk mitigation
  • Alignment of Customer executive stakeholders with Precisely senior leadership
  • Guided product roadmap reviews aligning to Customer goals and objectives
  • Serve as primary technical point of contact for all things Precisely.
  • Provide program management and coordination throughout the term of the SD.
  • Expedite and escalate issues reported through the Precisely Customer Portal, initiating calls and an action plan for Severity 1 issues.
  • Bi-weekly Review Meeting: This is a standing meeting to share status and review open issues. An outcome from the call will be the prioritization of support and product requests
  • Quarterly Checkpoint:
    • Technical Action Plan Tracking
    • Customer goals and notable issues
    • Product updates and upgrade/patch planning
    • Enhancement/defect prioritization
  • Annual Executive Business Review
    • Product roadmap review of new features and upcoming release schedules
    • Customer goals and strategy for alignment on major issues
    • Update of Customer organizational or business changes

4. Out of Scope

Anything not detailed in the above sections will be considered out of scope.

5. Assumptions

Customer will provide a resource to act as a project manager (“PM”). This primary Customer contact will:

  • Be the recipient of all project communications
  • Have the authority to act on all aspects of the Services, or have access to this authority in a timely manner
  • Coordinate Customer participation on calls and ensure management decisions are made in a timely manner
  • Communicate key actions and decisions in a timely manner to all Customer stakeholders and the Precisely PM

Customer’s identified resources may perform offline development and testing activities in addition to attending scheduled sessions.

For the duration of the Term, Customer staff will be available as required for consultation to answer questions and provide clarification of any materials gathered.

6. Scheduling

All Services attributable to a Subscription Year must be completed within such Subscription Year. Any prepayments for Services not used within the Subscription Year to which they relate shall not be refundable nor transferable to any subsequent Subscription Year. However, hours allocated to a later Subscription Year within the Term (the “Future Subscription Year”) may be applied to Services in the then-current Subscription Year upon Customer’s written approval. Hours applied in this manner reduce the Future Subscription Year(s) allotments on an hour-for-hour basis.

All activities shall be performed during normal working hours (Mon–Fri, 8:00 am–5:00 pm local time).

Onsite activities will be scheduled by mutual agreement of the parties. All travel and related expenses are billed separately.

7. Terms and Conditions

7.1  Precisely’s provision of Services described above is subject to either: (a) the Agreement defined in the Order to the extent it contains sufficient terms governing professional services, or (b) to the extent the Agreement defined in the Order does not contain sufficient professional services terms, the Professional Services Agreement terms at https://www.precisely.com/ps-terms (the “PS Agreement”). In the event of a conflict between the terms of the PS Agreement and this SD, the terms and conditions of this SD shall control.

7.2  To the extent that the Services involve advisory guidance, prompts, sample skills, code snippets, configurations, and other artifacts relating to AI systems, MCP servers, and agent development (collectively, “AI Materials”), the following additional terms apply.

Where applicable, AI Materials are considered Deliverables under this SD. The parties acknowledge and agree that: (a) AI Materials are illustrative, experimental, and advisory in nature, are not security-hardened, tested, or production-ready, and are provided “AS IS” without warranty of any kind, and the warranty in the PS Agreement does not apply to AI Materials or to any AI-generated output; (b) outputs generated by AI systems are non-deterministic and may be inaccurate, incomplete, or vary between runs, and Customer is solely responsible for reviewing and validating all outputs and AI Materials for accuracy, security, and fitness for purpose before any use, reliance, or deployment; (c) Customer is solely responsible for AI system costs as well as for the security of its environments, data, and credentials, including implementation of access controls, secrets management, input/output filtering, guardrails, monitoring, and testing to prevent unintended results or the exposure, misuse, or compromise of sensitive information (including usernames, passwords, access tokens, personal data, or other Customer or third-party data) by any user, third party, or malicious actor; (d) Customer shall not input live production credentials, secrets, or regulated or sensitive data into any prompt, example, or AI Material during the engagement, and Precisely shall have no liability for any such data so input; (e) Customer is responsible for ensuring its use and deployment of AI Materials complies with all applicable laws, regulations, and industry standards, and shall not use the AI Materials for any high-risk or prohibited purpose under applicable AI laws; (f) notwithstanding any provision of the PS Agreement, the indemnification obligations of Precisely (including in the PS Agreement) do not extend to any claim arising out of or relating to AI Materials, AI-generated output, third-party AI systems, models, tools, or datasets or Customer’s configuration, deployment, or use of any of the foregoing; and (g) all AI-related claims are subject to the limitations and maximum liability set forth in the PS Agreement. To the maximum extent permitted by law, Precisely disclaims all warranties (express, implied, or statutory, including merchantability, fitness for a particular purpose, non-infringement, and security) with respect to AI Materials and AI-generated output, except to the extent caused by Precisely’s gross negligence or willful misconduct. All aspects of the Services other than specific, custom-created Deliverables are considered Licensor Background IP under the PS Agreement.

7.3  Precisely may utilize standard AI tools in connection with the delivery on the Services, including the use of tools such as CoPilot or Claude to assist in the preparation of communications or presentations.

7.4  Once purchased in an Order, the Services cannot be cancelled or terminated except by the mutual agreement of the parties

7.5  Deliverables and Services are deemed accepted upon delivery.

8. Renewal Term

Services as described in this SD will be performed for the number of consecutive twelve (12) month Subscription Year terms stated in the referencing Order, commencing on the Effective Date (the “Initial Term”). Following the Initial Term, Precisely and Customer may agree to renew and extend the Services as may be reflected in a subsequent Order (each a “Renewal Term” and, together with the Initial Term, the revised “Term” of this SD relating to the Orders).

9. Definitions

Capitalized terms defined in the PS Agreement shall have the same meaning in this SD unless otherwise noted.