Trident Automation Support Agreement

Agreements are entered between Trident Automation, Inc. (Trident) and the customer listed on the original quote (Customer).
Service and Support Agreement options vary per customer. See original quotes for designated information. The below terms and provisions apply to agreements entered at and after January 1, 2024.

You may contact Trident Automation at [email protected] for a copy of agreement terms and provisions prior to January 1, 2024.

DCS SUPPORT AGREEMENT TERMS & PROVISIONS

This agreement is entered between Trident Automation, Inc. (Trident) and the customer listed on the original quote (Customer).

I. PURPOSE:
The purpose of this Support Agreement is to provide Customer with the level of technical support and assistance required to maintain the control systems and equipment.

II. THIS AGREEMENT WILL:
Outline services to be performed between Trident and Customer; Identify equipment covered in the agreement. Trident also maintains an inventory of some hardware to expedite the replacement of equipment in the case of customer’s equipment failure.

III. SUPPORT & SERVICE PROVISIONS:
In exchange for the Agreement fee, Trident agrees to provide the Customer with hours designated in the original quote of remote support, preventative maintenance site visit, cybersecurity maintenance, reporting and additional support and services applied to the received quote.

1. 1. Support: Hours of remote technical engineering support services relating to functionality of Customer’s DCS and cybersecurity. Remote services are completed via phone or email. Support services are billed at the rate on the provided rate sheet during time of quote. Number of hours quoted to Customer may vary; see original quote for designated information.
   2. Cybersecurity Maintenance: Anti-Virus Subscriptions, Firewall Subscriptions, Remote Viewing Software Subscriptions, SSL License Subscription, Multi-Factor Authentication, and support services relating to cybersecurity. Applicable cybersecurity maintenance items quoted to Customer may vary; see original quote for specified information.
      1. Anti-Virus Subscriptions:  Required to keep the Anti-Virus up to date with the latest threats and malicious programs that target your client and server PCs.
      2. Firewall Subscriptions: Threat Prevention allows the firewall device to continuously inspect incoming and outgoing traffic to block harmful files or IP addresses that may be accessed over the network, Premium support adds next day replacement in the event of a firewall failure.
      3. Remote Viewing Software Subscriptions: Software that creates a secure encrypted connection between the host and remote PC. This software also supports encrypted file transfers.
      4. SSL License Subscription: A security certificate that creates a trusted encrypted link for the VPN tunnel. This certificate needs to be renewed so untrustworthy sources cannot impersonate the connection.
      5. Multi-factor Authentication (MFA): Ensures that anyone requesting access to the network is who they say they are by requiring another channel to authenticate the request. MFA is quoted and provided per user. If more users are necessary after start date of agreement, a PO will need to be issued for the cost of additional users. MFA user amounts provided at start of quote is pre-paid. If number of users need to be reduced during the timeframe of the agreement, no refund will be issued.
   3. Preventative Maintenance Site Visit (PMSV): PMSV and/or multiple PMSV per effective start and term dates of the agreement for the purpose of preventative maintenance on the DCS equipment. PMSV length and amounts for Customer may vary; see original received quote for designated information. This agreement estimates travel and living expenses for any applicable PMSV. We will adjust the invoice for costs exceeding the quoted amount per our current Service Rate Schedule.
   4. Reporting: Trident will provide utilization reports quarterly on services provided. Additional reporting may be necessary if Customer should overutilize any support hours. Additional labor charges will apply in accordance with the provided rate sheet.
   5. Duration of this agreement:
      1. Engineering Services are billed at the rate on the provided rate sheet during time of quote.
      2. Fees and billing for services outside of the scope of this Agreement will be billed at the rate on the provided rate sheet during time of quote and occur as services are performed. Additional travel time and expense fees would be applicable.
      3. Travel time to Customer is billed additionally, maximum 16 hours per round trip.
      4. Any additional equipment and/or hardware required by Customer in the course of provision of engineering services in the Agreement or in an emergency situation may be provided by, at additional cost, to Customer by Trident.
      5. Customer may receive 10% off the cost of DCS training provided at Trident’s corporate office.
      6. This Agreement includes administration support including but not limited to: archiving backups retrieved from site visits, report generation, documentation, cybersecurity subscription maintenance, and dedicated remote connection.
      7. Available Cybersecurity, DCS, and/or Trident Software remote support hours may be transferred upon request depending on availability.

IV. BUSINESS HOURS OF OPERATION:

• • Trident Automation’s Corporate Office is located in Kimberly, Wisconsin.
  • Trident Automation provides 24/7/365 engineering support.
  • Trident’s normal business hours are Monday through Friday 8am to5pm (CST).
  • Calls that are placed for support outside of normal business hours, weekends, and/or holidays use Trident’s on-call message system.
  • To utilize our on-call message system, Customer would call Trident’s office main number, 920-759-7477, and leave a message.  The message will automatically generate a call out to Trident’s on-call engineer.
  • Please review the rate sheet included with your quote for afterhours and double time (Sundays & Holidays) rates.

V. TERMS OF AGREEMENT:

• • All fees must be prepaid prior to the Agreement becoming effective.
  • This Agreement fee is non-refundable.
  • This Agreement shall be effective for the start and term dates identified in the received quote.
  • Any modifications must be agreed to by both parties in writing.
  • If Trident is contracted to perform any capital projects related to DCS configuration during the Agreement period, then the Agreement rate will apply to the capital project engineering work.
  • Customer is responsible for providing a secure internet connection to the DCS for Trident to access for remote engineering services at the customer’s request, Trident will assist with the setup of the access. Customer is responsible for maintaining IT security, including but not limited to internet firewall, outside of the scope of the cybersecurity maintenance provided by Trident. Applicable cybersecurity maintenance items quoted to Customer may vary; see original quote for specified information.
  • If this Agreement is renewed and the renewal Purchase Order (PO) or other renewal agreement is received after the expiration date of the current agreement, then the renewal date will be the date when the new PO/renewal Agreement is processed by Trident.
  • This Agreement constitutes the entire and exclusive Agreement between the parties concerning its subject matter and supersedes all prior written and oral understandings and agreements between the parties regarding its subject matter.
  • This Agreement is governed by Trident’s Terms and Conditions of Sale, which are available at https://www.tridentautomation.com/standard-terms-and-conditions-of-sale.
  • Trident Automation’s privacy policy is applicable to this agreement. A copy of the Privacy Policy is available on our website at https://www.tridentautomation.com/privacy-policy.

TRIDENT SOFTWARE SUBSCRIPTION AGREEMENT TERMS & PROVISIONS

This agreement is entered between Trident Automation, Inc. (Trident) and the customer listed on the original quote (Customer).

DEFINITIONS for this Agreement:

1. Subscription: Includes upgrades, maintenance, enhancements and bug fixes to the software during the terms of this agreement.
2. Support: Any customer-initiated assistance that includes additional customization, training and usability of software.
3. Warranty: Entails an obligation to eliminate any defects in the operation of a product or it’s construction, which are due to a production fault.
4. Covered Software: A proprietary software product of Trident Automation. Covered Software does not include hardware, vendor operating systems, other system software, Customer-developed software or reports, and third-party software (except any third-party software embedded in the Covered Software). Software covered for Customer is listed on the original quote.

RECITALS

WHEREAS, Trident is engaged in the business of computer application development, technical consulting services, custom software development and maintenance,

WHEREAS, Trident has provided to Customer certain software (“Covered Software”) designated in the original quote pursuant to a software license agreement between the parties (the “License Agreement”); and

WHEREAS, Trident has provided to customer limited support labor designated in the original quote pursuant to a software license agreement between the parties (the “License Agreement”); and

WHEREAS, Customer wishes to have Trident provide maintenance and support services pursuant to the terms and conditions of this Agreement; NOW, THEREFORE, the parties agree as follows:

I. PURPOSE:
The purpose of this Subscription Agreement, Trident agrees to provide maintenance and Support services for the Covered Software operating at the site location documented in the introductory clause of this document.

II. THIS AGREEMENT WILL:
Outline services to be performed between Trident and Customer; Identify equipment covered in the agreement. Trident also maintains an inventory of some hardware to expedite the replacement of equipment in the case of customer’s equipment failure.

III. SUPPORT & SERVICE PROVISIONS:
In exchange for the Subscription and Support fee, Trident agrees to provide the Customer with hours designated in the original quote of Support to the Covered Software, pursuant to the terms and conditions of the Software License Agreement as follows:

1. 1. Support: Hours of remote technical software support to the Customer relating to the functionality for current versions of the Covered Software. Remote services are completed via phone or email. Support services are billed at the rate on the provided rate sheet during time of quote. Number of hours quoted to Customer may vary; see original quote for designated information.
   2. Maintenance: Trident will supply to Customer as part of this agreement any improvements, upgrades, or modification to the Product that Trident makes generally available.  Any such improvement, upgrade, or modification shall become part of the Product for all purposes of this Agreement.
   3. Enhancement Requests: Customers are able to request feature and/or enhancement suggestions for improving the Covered Software. These customizations are subject to additional charges or fees by Trident.
   4. Site Visits: The agreement does not provide any onsite travel, labor, or expenses.  All Support performed as part of this agreement will be done remotely.  If travel is required, the Customer is subject to pay for all costs as it relates to travel, and associated expenses.  Trident will require a purchase order for applicable travel and lodging expenses before providing onsite support.
   5. Reporting: Trident will provide utilization reports on Support services provided outside of support services quoted. Additional reporting may be necessary if Customer should overutilize any support hours. Additional labor charges will apply in accordance with the provided rate sheet.
   6. Duration of this agreement:
      1. Software Support Services are billed at the rate on the provided rate sheet during time of quote.
      2. The labor associated with this agreement will be used by Trident to support products covered under this agreement. Fees and billing for services outside of the scope of this Agreement will be billed at the Software Subscription rate on the provided rate sheet during time of quote and occur as services are performed. Additional travel time and expense fees would be applicable.
      3. Any additional equipment and/or hardware required by Customer in the course of provision of Services in the Agreement or in an emergency situation may be provided by, at additional cost, to Customer by Trident.
      4. Available Cybersecurity, DCS, and/or Trident Software remote support hours may be transferred upon request depending on availability.

IV. SERVICE EXCLUSIONS
Trident’s obligation to provide maintenance and support to Covered Software is contingent upon proper use of the product and full compliance with the Software License Agreement.  Trident shall be under no obligation to provide Maintenance and Support should such services be required due to (a) failure to operate the Product within the systems requirements provided for the Covered Software (b) any modifications or attempted modifications of the Covered Software by Customer or any third party (c) your failure or refusal to implement product changes recommended by Trident.

Other services excluded in this agreement as it relates to the Covered Software including the following, but not limited to:

• Networking / Domain changes,
• PC related hardware or software errors for customer machines,
• Device updates or configuration changes for the devices,
• New or reconfigured test devices, or
• Custom program changes required to deal with changing business processes.

V. REMOTE ACCESS

This agreement is contingent upon provision by Customer to provide Trident access to the system(s) running the Covered Software via a secure internet connection maintained by the Customer.  Access includes, but not limited to: user ID, passwords, system data, file transfer capabilities, and remote log-in capabilities. Trident will use such access only for the purposes of this Agreement and will comply with Customer’s standard security procedures. Information accessed by Trident employees or agents as a result of accessing Customer’s system shall be deemed confidential information pursuant to the terms of the Software License Agreement executed concurrently between the parties hereto.

VI. BUSINESS HOURS OF OPERATION:

• Trident Automation’s Corporate Office is located in Kimberly, Wisconsin.
• Trident Automation provides 24/7/365 engineering support.
• Trident’s normal business hours are Monday through Friday 8am to5pm (CST).
• Calls that are placed for support outside of normal business hours, weekends, and/or holidays use Trident’s on-call message system.
• To utilize our on-call message system, Customer would call Trident’s office main number, 920-759-7477, and leave a message.  The message will automatically generate a call out to Trident’s on-call engineer.
• Please review the rate sheet included with your quote for afterhours and double time (Sundays & Holidays) rates.

VII. TERMS OF AGREEMENT:

• All fees must be prepaid prior to the Agreement becoming effective.
• This Agreement fee is non-refundable.
• This Agreement shall be effective for the start and term dates identified in the received quote.
• Any modifications must be agreed to by both parties in writing.
• If Trident is contracted to perform any capital projects related to Trident Software during the Agreement period, then the Agreement rate will apply to the capital project work.
• Customer is responsible for providing a secure internet connection for Trident to access for remote services at the customer’s request, Trident will assist with the setup of the access. However, Customer is responsible for maintaining IT security, including but not limited to internet firewall, outside of the scope of the cybersecurity maintenance provided by Trident. Applicable cybersecurity maintenance items quoted to Customer may vary; see original quote for specified information.
• If this Agreement is renewed and the renewal Purchase Order (PO) or other renewal agreement is received after the expiration date of the current agreement, then the renewal date will be the date when the new PO/renewal Agreement is processed by Trident.
• This Agreement constitutes the entire and exclusive Agreement between the parties concerning its subject matter and supersedes all prior written and oral understandings and agreements between the parties regarding its subject matter.
• The Terms and Conditions of Sale–Software provisions are applicable to this agreement.  For more information a copy of the Terms and Conditions of Sale is available on our website at https://www.tridentautomation.com/terms-and-conditions-of-sale.
• The Licensing Agreement is applicable to this agreement. A copy of the Licensing Agreement is available on our website at https://www.tridentautomation.com/software-licensing-agreement.
• Trident Automation’s privacy policy is applicable to this agreement. A copy of the Privacy Policy is available on our website at https://www.tridentautomation.com/privacy-policy.