Phacility Support Agreement
Phacility Inc. ("Phacility", "Company", "we", or "us") offers support services ("service" or "services") to organizations ("you"). This document ("agreement") describes the scope and terms of these services.
DESCRIPTION OF SERVICES
- We'll help you solve problems using a web-based issue ticketing system.
- You need to pay for support up front.
- When you ask for help we'll respond quickly, assign staff who have the power to resolve issues, and try to give you access to the same staff members so we can build a working relationship.
We offer help solving problems, primarily through the "Support" web ticketing system at https://admin.phacility.com/support/.
To use this system, you will first create a new "Support Pact" (a "pact") which represents our support agreement with your organization. We offer several different levels of pacts. The levels primarily differ from one another in price and in the amount of support they provide access to each month.
You can find a more detailed guide to available pact levels here: https://admin.phacility.com/book/phacility/article/support_pacts/
After you create a pact, we will bill you according to the pricing details of the pact level you have selected. Once you pay us, we will activate your pact and begin provide support services. We will continue providing services as long as your account remains in good standing.
A pact which is in good standing allows you to file support issues. We will use commercially reasonable efforts to respond to issues within one business day; and to assign issues to support staff who are empowered to address them directly; and to assign staff members you've previously worked with to your issues.
SCOPE AND SUPPORT MANA
- We offer an extremely broad range of support and technical services.
- The amount of support services we will provide you is limited by mana.
- Unused mana helps prioritize longer-term roadmap projects your organization is interested in.
By filing an issue, you may ask us for help with anything you believe we may be able to help with, although most customers find that we are best able to help with technical problems related to Phabricator. We will make reasonable efforts to attempt to help you solve the problems you task us with. We can not guarantee we can resolve all issues, and may decline issues for any reason (including legal or ethical reasons) or no reason.
Each pact level generates a specific number points ("mana") each month, detailed when you create a pact. Mana regenerates up to a maximum value, determined by your pact level. Filing a support issue costs 5 mana, and we may later adjust the mana cost for the issue up or down depending on the level of effort required to resolve it. Generally, simple issues and issues where we bear more responsibility cost less mana. Complex issues and issues where we bear less responsibility cost more mana. Mana cost adjustments are at our sole discretion and may not always be consistent.
At times, we may offer to undertake longer term projects that make large changes or improvements to Phabricator to help solve problems you encounter. If we do, we will put these projects on our roadmap and prioritize them based on your pact level and other use of support services. We will make reasonable efforts to keep you informed about the progress of these projects, but generally can not offer specific timelines.
You can find a more detailed guide to support mana here: https://admin.phacility.com/book/phacility/article/mana/
TERM AND TERMINATION
- You can cancel at any time.
- If you pay for 12 months of service and cancel after 7 months, we'll reimburse you for the remaining 5 months.
You may terminate this agreement at any time for any reason by providing notice to us. If you do, we will reimburse you for any days of service you have paid for but not used. All sections of this agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers, and limitations of liability.
WARRANTY AND DISCLAIMER
- We'll do our best to help you solve problems.
- We can't promise we won't make any mistakes.
We shall use reasonable efforts consistent with prevailing industry standards to provide services in a manner which minimizes errors and interruptions, and shall perform services in a professional and workmanlike manner. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
- We aren't responsible for things that aren't our fault.
- No matter how badly we mess up, our liability is capped at one year of service fees.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- We may change the services we offer at any time.
- If you've already paid us, we'll honor the agreement as it existed at the time you paid us for the remaining term of your payment.
- This agreement may be replaced in whole or in part by a more specific agreement.
We may modify or discontinue the service, or modify this agreement, at any time and without prior notice. If you have already paid us for support at the time we make changes, we will honor the old terms for the duration of the payment period. If the modified terms or service are not acceptable, your only recourse is to cease using the service.
At your request, we may offer to provide services under a modified agreement or an entirely different agreement. In those cases, that agreement is controlling.
- If you ask us for help with something and we solve it, we own the rights to the solution.
- If we write software for you, we retain the rights to it.
In helping you solve problems, we may create works which incorporate or are influenced by ideas you offer us. By asking us to solve problems in the context of a support issue, you irrevocably assign to Phacility all of your right, title, and interest in any such works, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein.
We may also write custom software for you. If we do, we will retain ownership of that software and provide you a perpetual, worldwide, irrevocable license to use it as you see fit. We may later distribute the software, or some derivative of the software, to other customers or to all users as part of Phabricator.
- If possible, don't provide us with confidential information.
- We will keep your information confidential and only use it to help solve your problems.
- But, if we make changes to Phabricator to help you solve problems, we can't keep that secret. Let us know if you're worried.
In the course of providing services, you may choose to provide us with confidential information that relates to your organization. It is rare that we need access to this information, but in some cases it may be fundamental to communicating the nature of a problem. When we receive confidential information, we will only use it to help solve your problems and will not disclose it to third parties, except as required by law.
In some cases, we may modify Phabricator in the course of solving problems you encounter. Because Phabricator is open source software we can not keep modifications confidential, and you should expect that the changes themselves and reasonable, broad discussion of the motivations behind those changes (similar to the discussions associated with other changes) will be publicly available. If you have specific concerns about this, notify us before we begin work.