Exhibit III

RETISOFT SUPPORT AND MAINTENANCE AGREEMENT

 

Throughout the term of this Agreement, Retisoft shall provide Partner Name with reasonable technical and application support.

Partner Name here referred as “Partner” will receive the support services outlined in this agreement during the Support plan period of twelve (12) months.

General Support

  • Partner Automation Field Application Engineer Appointment: Partner will designate an Automation Field Application Engineer who will act as the primary contact for Partner’s customers regarding support inquiries.

  • Support Provided by Retisoft: Retisoft will provide support services to Partner and the appointed Automation Field Application Engineers.

  • Support Channels and Hours: Partner can request technical and application support from Retisoft through email, telephone, and remote connection during business hours, which are specified as 8am – 5pm EST.

Partner will direct support questions to Retisoft via email and phone calls. Retisoft will respond to support questions within 48 hours. If required, Retisoft will schedule an online remote session to Genera PC for assistance on trouble shooting.

For support purposes, it is recommended to have a remote application such TeamViewer installed in the Genera PC (TeamViewer license is not included with Genera license purchase).

  • Support contact information:

Phone 1-647-724-2398 x 1

Email support@retisoft.com

Website https://retisoft.com/support/

Field Support

Partner Automation Field Application Engineers to be primary contact for Partner’s customers and applications support.

Partner must log and monitor bugs reported by Partner customer. Partner to frequently review bugs with Retisoft and set target milestones for resolution. See section for Recurrent Review Meetings below.

Partner to provide Retisoft the following information for debugging Genera code:

  • Logs

  • Screenshots

  • Copy of the Genera installation files for testing.

  • Copy of all drivers used in the system.

Retisoft to use the required information only for troubleshooting purposes and will not distribute or share this information for any other purpose other than support.

Expected Retisoft response time to be determined by Retisoft team upon review of all the documentation and information provided by Partner. Retisoft to provide fast assistance for showstopper/critical bugs (response time 1 week). Retisoft shall send Patches immediately as required for such fixes.

Recurrent Review Meeting for System, Instrument, and Bug Fixes:

Partner and Retisoft team designated engineers will hold bi-weekly meetings to evaluate the following:

  • Review of current bugs

  • Completed fixes

  • New bug reports

  • System updates

  • Instrumentation updates

  • Roadblocks and challenges

  • Action items and assignments

  • Feedback and suggestions

Retisoft and Partner will ensure timely implementation of action items, regular updates to bug tracking system, and scheduling of follow up meetings as necessary.

Quarterly meeting intervals will be set for evaluating the meeting framework and support process as an effort for continuous improvement.

Genera yearly software maintenance and support (remote)

Genera Yearly Software Maintenance and Support Plan will start upon signing the Retisoft Automation Partnership Program (RAPP). Support plans will be offered to Partner at increments of twelve (12) months from the Partnership signing date. Within this coverage term, Partner will receive the services listed below:

Technical support:

  • Technical Support with setting up and testing instrument driver connections.

  • Technical Support with setting up the robotic arm teach pendant.

  • Technical Support with workspace layout modification/creation.

  • Technical Support with instrument driver troubleshooting.

  • Technical Support with process workflow troubleshooting.

  • Technical Support with activity programming troubleshooting.

  • Technical Support with Software bug fixes.

  • Technical support related to software patches to solve critical errors affecting system performance.

  • Software updates (within the same major software version purchased by Partner). This will include Driver updates, feature updates and improvement. Only available while Support Agreement is enforced.

  • Guidance with general inquiries regarding the operation of Genera Software.

Online Training:

  • Online training sessions, each for up to 1.5 hours twice a year. Training sessions must be scheduled 72 hours in advance to warranty availability.

  • Access to Retisoft HUB. The Partner, and/or partner customers will also have access to Retisoft’s educational training platform “Retisoft HUB”. These training videos provide general and in-depth learnings about Genera Scheduling Software. In this platform, the Partner, and/or Partner customers will have access to Retisoft user forum.  For each individual account created within the HUB, it’s understood that Partner agrees and accepts Retisoft’s terms and conditions, located here: https://retisoft.com/hub/terms/

Support Exclusions

  • Development of new process workflows will be subject to development fees.

  • Development of new Genera software programs.

  • Addition/Development of new features not defined in the scope of work and proposed in the Retisoft Quote.

  • Addition of new instrument drivers or driver updates not included in the Retisoft Quote.

  • Troubleshooting instrument issues unrelated to the Genera instrument driver (i.e. Hardware issues on devices not sold by Retisoft or not covered by Retisoft Maintenance Agreement).

  • Custom development related to database/LIMS unless specified in the Retisoft quote.

  • Scientific data quality as it relates to any scientific methodology developed with, for and by Partner and partner customers.

Support conditions.

Partner must notify Retisoft of any changes to any device, including software upgrades or any changes/upgrades to the Genera PC. Retisoft is not responsible for supporting updates of third-party software. Any device upgrade must be notified to Retisoft prior to the upgrade date and Retisoft must receive proper documentation and schedules for software changes.

Retisoft will bear the cost of any driver modifications or updates. Partner will provide Retisoft with all necessary documentation (such as API, Driver SDK, and instrument software) for development purposes. New drivers are subject to development fees.

Retisoft reserves the right to request Genera installation backups or Genera installation files for technical support and troubleshooting purposes only. The Partner is responsible for creating backups on a regular basis and keep them in an internal repository.

Retisoft will inform the Partner of operating system requirements for Genera PC. Failure to follow those requirements might result in poor system performance. Retisoft will not be responsible under this support agreement to resolve issues related to upgrades to operating system in the Genera PC.

Should the Partner customer contact Retisoft, Retisoft shall notify partner and redirect the customer to Partner for support and training.

Support Plan Renewals

Additional support plans can be purchased in yearly increments. Retisoft will inform the Partner of support agreement renewals 30 days prior to the expiration date of the Genera Yearly Software Maintenance and Support plan. Cost and support plans options will be listed in a Retisoft Quote and will follow the terms defined in this agreement.

 

On-demand support is available for an hourly rate. Software support will be provided globally to Partner within reasonable timelines.

Onsite software maintenance and support

On-site software support service is not covered under the foregoing agreement. After on-site installation and training, on-site service can be requested and purchased for an additional fee.

Genera maintenance and updates:

Throughout the term of this agreement Retisoft shall provide Partner software patches with the latest updates and bug fixes with review of such fixes.

Software maintenance includes the latest software updates with new features added during the support and maintenance plan contract term within the same software version.

Partner will have access to Genera Packages that include feature updates and access to Genera driver library.

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molecular-devices
prime-medicine
Bristol Myers Squibb
Duke_University
Biogen
upside-foods
Corteva logo
Novo Nordisk
Natera
Broad Institute
Genomatica
Ribobio
DU Point
Abwiz Bio
Statens Serum Institute
Conagen
Sanofi
Duke University
Rigel Pharmaceuticals, Inc.
Pohang University of Science and Technology
The University of Chicago
Canada NRC-CNRC
cheo
BASF Logo
Eric Padilla
Regeneron Logo
Elizabeth Rodziewicz
Johnson and johnson
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