Cerna Solutions, LLC. (“Cerna”) agrees to provide to customer (“Customer”) Virtual Administration Services (“VA Services”) are subject to Cerna Services Terms or Customer’s master agreement if listed on the VA Order (“Master Contract”) and are defined on a VA Order Form or a Statement of Work (each a “VA Order”) to which these VA Services Terms are attached (collectively, this “VA Agreement”).  If these VA Terms conflict with any other document comprising the Agreement, these VA terms will control The performance of the VA Services and this Agreement does not cancel, supplement or alter Customer’s rights, obligations, and responsibilities with respect to third party products under the applicable software license agreement signed between Customer and the manufacturer of third-party software.


1. Services and Costs. Cerna will provide Customer with VA Services for Customer’s validly licensed ServiceNow® instances on the terms herein. The cost for the VA Services is as agreed on the VA Order.


2. VA Orders. All orders for pre-defined packages of hours (e.g. 100 hours, 250 hours, 1000 hours, etc.) of VA Services shall be requested on VA Order Form which can be requested from your Sales Representative. Customer will place VA Orders with their Cerna Account Representative and VA Orders are effective only upon written signature by Cerna and Customer.


3. Requests. Customers will submit requests for VA Services to be performed, utilizing pre-existing hours ordered, by submitting a ticket on Cerna’s support platform (“Ticket”).


4. Response Time. Cerna will acknowledge a Ticket within eight (8) business hours. Cerna estimates it will either (a) respond to questions, (b) completed the Ticket, or (c) provided an estimated time to completion within sixteen (16) business hours from the receipt of the Ticket.  VA Services are not intended to provide 24/7 quick-turnaround support. VA Services will be provided as promptly and efficiently as possible given the nature, timing, and volume of the requests.


5. Pricing. VA Services are priced by the hour. VA Orders will be quoted by a Cerna Account Manager upon request. The purchase order must correlate with the corresponding issued quote. Cerna reserves the right to change the pricing at any time, in its sole discretion, provided that any such changes will only apply to VA Orders accepted after the change.


6. Invoices and Payment. Customer will be sent an invoice upon acceptance of an VA Order by Cerna. Invoices are due within thirty (30) days of the date of invoice.


7. Usage of Hours. Hours may be used at any time after the VA Order is accepted by Cerna. Each service request or call will use the purchased hours from accepted VA Orders in accordance with the length of time spent by Cerna on each Ticket, with a minimum of 30 minutes per Ticket.


8. Dilution. Once an VA Order is accepted by Cerna, the purchase date shall be deemed to be the date of the purchase order used to request the hours, unless otherwise specified therein, or the effective date of the applicable order form (the “Purchase Date”). On each anniversary of the Purchase Date of each respective VA Order, any remaining hours shall be reduced by 10%. Any hours that have not been used or expired shall expire on the tenth anniversary of the Purchase Date. Once an VA Order is accepted by Cerna, there are no refunds for unused hours.


9. Scope of VA Services. VA Services are for ServiceNow®-related work only and are provided by Cerna Technical Consultants.  Cerna does not guarantee that a specified individual will respond to a Ticket or provide the VA Services. VA Services will be charged for 1.3 hours for every hour used for Project Work or if it must be or is performed by personnel other than a Technical Consultant. Cerna will work with Customer to clarify the scope of Tickets and Services to be performed. “Project Work” is work that involves any of the following:  Requirements Gathering; Services to be provided at the Customer site, (such as workshops); Project management services; or any Services estimated to require over eight (8) hours of work for completion.


10. Standard Hours. Standard VA Hours are 8:00AM EST until 5:00PM PST Monday through Friday. Any VA Services required to be rendered outside of this time frame will consume hours at a rate 1.3 hours per hour spent.


11. Changes; Termination of Program. Cerna reserves the right to change the terms of the VA Program, or terminate it, in its sole discretion at any time. If changes are made to the VA Program, such changes will be communicated to Customer and shall apply to any VA Orders following the change. In the event that the VA Program is terminated, no additional VA Orders may be placed under the VA Program, but Cerna will continue to provide VA Services under the VA Program until all hours under VA Orders accepted prior to the termination of the program are depleted in accordance with the terms and conditions applicable to such hours.


12. Proprietary and Confidential. Customer, including its employees and agents, acknowledges that the terms of the VA Program are proprietary and confidential and agrees to maintain strict confidence for all content, and maintain the security of this document without disclosure unless authorized in writing by Cerna, which maintains copyright.


13. Scope of Responsibilities. Customer has sole responsibility for managing the Tickets and other requests made to Cerna personnel who are providing the VA Services. Cerna’s only responsibility is to ensure that the Tickets are performed in substantial accordance with the requests provided by Customer, and Cerna accepts no responsibility for the results obtained from VA Services performed in conformance with Customer’s instructions. Cerna makes no warranty that Customer’s request will achieve Customer’s intended goal.


14. No Warranty. Although Cerna will work to provide advice, feedback and guidance to Customer, including advising Customer if Cerna considers that a Customer request will have an adverse effect on the Customer’s ServiceNow® instance or applications, any such advice, feedback and guidance is provided “AS IS” and without representation or warranty of any kind. Cerna has no obligation to provide such advice, feedback, or guidance. Customer is solely responsible for determining whether such advice, feedback, or guidance should be followed and has final and sole responsibility for the instructions provided to Cerna.


15. Remedies. If within thirty days after performance of any materially non-conforming VA Service Customer notifies Cerna of the issue then, Cerna at its option will, as Customer’s exclusive remedy, either (a) use commercially reasonable efforts to re-perform the VA Services or (b) terminate the Agreement and refund to Customer any amounts paid for the nonconforming VA Services.



Virtual Admin Services Terms

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