Cloud Terms of Use
This Cloud Services terms of use and delivery policy (“Cloud Terms of Use”) includes the Invoicing Policy and describes the terms and conditions by which Actimize provides Cloud Services.
1. Cloud Services Definitions.
“Business Day” means any day which is not a Saturday or Sunday, and which is not a national holiday in the Service Location.
“Business Hours” means Monday – Friday (8AM – 5PM) in Customer’s local time (excluding Actimize observed holidays).
“Case” shall mean a request to the Actimize Support helpdesk for technical assistance initiated by a Designated Contact.
“Error” means a reproducible problem that causes a failure of the Cloud Services to operate substantially in accordance with the applicable Documentation under conditions of normal use. An Error does not include issues that are attributable to the Customer. For the sake of clarity with respect to Cloud Services that includes features or functionality that, consistent with the license granted to Customer with respect to such Cloud Services under the Agreement, allows Customer to create rules, queries, views, or other configurations without Actimize’s assistance, an issue in such Customer-developed configurations shall not comprise an Error for the purposes hereof.
“Self-Service Portal” means the web site located at https://wiser.nice.com.
“Service Location” means the location at which Actimize or its third-party provider(s) deploys the Cloud Services.
“Severity Level” means the classification of an Error, which shall be assigned to each Case as jointly determined by Customer and Actimize in accordance with the definitions set forth in Section 2.9 (Support Services).
“Workaround” means a method which may be of a temporary or interim nature, to mitigate the effects of an Error.
2. Content License. Customer grants Actimize and its Affiliates a limited, non-exclusive, non-sublicensable, non-transferable license to use, copy, store and display the Content to provide the Cloud Services to Customer and perform its obligations under this Agreement.
3. Customer Access. Customer shall: (i) maintain appropriate security procedures including electronic, physical, and organizational controls to prevent malicious interference with the Cloud Services; (ii) limit use of the Services to Named Users who have a business reason to access the Services for Customer’s internal business purposes; (iii) ensure that any Named Users who are not direct employees of Customer are (subject to substantially similar confidentiality obligations) to act on Customer’s behalf; (iv) ensure that each Named User keeps a secure password for his or her use of the Services, that such password is changed on a regular basis, and that each Named User keeps his password confidential; (v) not reassign or share Named User credentials so frequently as to permit a single Named User credential to be reasonably deemed to be shared between more than one individual; (vi) remain solely responsible for the administration of creating new Named User credentials and password resets; (vii) use commercially reasonable efforts to prevent any unauthorized access to, or use of, the Services and notify Actimize promptly of any such unauthorized access or use; (viii) not knowingly upload, store, distribute or transmit any viruses, or any material through the Services that is: (A) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, (B) facilitates illegal activity, (C) depicts sexually explicit images, or (D) promotes unlawful violence, discrimination based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activities; and (ix) restrict access to the Services or any Documentation by any Competitor of Actimize. Customer consents to the use of first person session cookies placed on Customer’s system to effect more efficient delivery of the Cloud Services and for security purposes.
4. Customer Responsibilities. Customer is responsible for: (a) any required notices, consents, or authorizations related to Customer’s provision of, and Actimize’s processing of, Customer’s Content (including any Personal Data); and any security vulnerabilities, and the consequences of such vulnerabilities, arising from the Content, including any viruses, trojan horses, worms or other harmful programming routines contained in the Content; and (b) supplying and maintaining all computer hardware, software, equipment, data, power and communication lines required for the Named Users to access the Cloud Services and shall comply with any specific responsibilities set out in an Order.
5. Support and Service Levels. During the applicable Subscription Term Actimize will provide the Cloud Services and related Support in accordance with the Service Levels and Support terms in Section 2.9 (Support Services) and 2.10 (Service Levels).
6. Retrieval and Destruction. Upon expiration or termination of the applicable Subscription Term, Actimize will do the following:
6.1. Alert Retrieval. Within thirty (30) days following expiration or termination (“Retrieval Period”), Actimize will return Alerts to Customer in one of the available standard formats (e.g., .csv, .xml, .pdf), at Actimize’s then-current Fees for Professional Services.
6.2. Content Retrieval. During the Subscription Term, Customer may, (a) retrieve its Content (if supported by the Cloud Service) in accordance with the applicable Documentation; and to the extent (a) is not offered then, (b) request extraction of the Content from the Cloud Service at Actimize’s then-current Fees for Professional Services.
6.3. Destruction. After the Retrieval Period, Actimize shall dispose of Alerts and Content in accordance with the destruction measures in Section 8 (Data Management, Deletion and Desctruction) of the Cloud Services Security Terms.
7. Back-up Restoration. If the Content contained in the Cloud Services is destroyed or damaged, Actimize shall use commercially reasonable efforts to restore the Content with the restoration of such Content from the last archived version. Unless otherwise set forth in an Order, during the Subscription Term the Cloud Services contain secondary copies of Content.
8. Warranty.
8.1. Cloud Services. Actimize warrants during the applicable Subscription Term that the Cloud Services will operate substantially in accordance with the applicable Documentation. Customer’s sole and exclusive remedy, and Actimize’s sole obligation, for Actimize’s non-compliance with the foregoing warranty is the correction of the non-compliance at no additional cost to Customer. The foregoing Cloud Services warranty shall not apply to issues related to: (i) modification of the Cloud Services, unless such modification constitutes a configuration change made pursuant to, and in accordance with, the Documentation; (ii) any third-party software or hardware used by Customer that are operated with, or connected to, the Cloud Services not in accordance with the Documentation; (iii) negligence, abuse, or misapplication of the Cloud Services, including use other than as set forth in the Documentation; (iv) failure to comply with any minimum system requirements specified in the Documentation; or (v) failure in Customer’s infrastructure or network used to access the Cloud Services.
8.2. No Representations. Other than as otherwise provided for in the Agreement, no representation or warranty is made or given by Actimize: (i) in respect of Customer's usage of the Cloud Services (or the results arising from such usage); (ii) that the functionality of the Cloud Services will meet Customer's requirements or identify every instance of such suspicious, anomalous or potentially fraudulent activity; or (iii) that the use of the Cloud Services will be uninterrupted or error-free.
9. Audit. Each party shall have the right to audit the other party’s records to determine compliance with this Agreement and any of the audited party’s security, or information management policies or practices relevant to compliance with this Agreement, and any applicable laws. For clarity, no physical access to hosting infrastructure provider facilities is permitted hereunder, unless otherwise agreed to by the parties. Unless such audit is performed by Customer’s regulator, audits shall be: (i) no be more than once during a rolling twelve (12) month period during the Subscription Term with no less than thirty (30) days prior written notice; (ii) performed at a mutually agreed upon time and in the presence of a designated representative of the audited party, (iii) present no unreasonable interference to the business operations of the audited party; (iv) at no cost to the audited party; and (v) at all times be subject to the audited party’s reasonable data security and other company policies. Each party agrees and acknowledges that any and all information that an auditing party may have access to in the course of performing the audits shall be subject to the confidentiality obligations in this Agreement. All information pertaining to an audit shall be deemed to be Actimize’s Confidential Information.
10. Support Services. Actimize shall provide Support Services for Errors in the Cloud Services in accordance with the following terms. Support Services are delivered in English unless Customer is in a location where Support Services in the local language is available. Customer is required to implement the most current Update provided for the Cloud Services:
10.1. Customer Duties. Customer will appoint two (2) resources who have completed the Actimize training in the operation and use of the Cloud Services (“Designated Contact(s)”) who will act as Actimize’s primary points of contact regarding requests for Support. Prior to initiating a Case, a Designated Contact shall use reasonable efforts to attempt to diagnose and resolve the issue, including using available self-help tools. The Designated Contacts are required to establish and maintain processes within Customer’s organization to provide first tier support for the Cloud Services, which includes: (a) a direct response to user inquiries concerning the performance, functionality, and operation of the Cloud Services; and (b) an attempt to diagnose and resolve problems or issues with the Cloud Services.
10.2. Support Contacts. Customer may contact the Actimize helpdesk via the Self-Service Portal or by calling the following:
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https://wiser.nice.com |
Recommended First Step |
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Support Hotline Numbers | For Actimize solutions, press option 4 in IVR |
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United States and Asia Pacific Region |
+1 800-642-3611/720-264-4002 |
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Germany |
+49 699 717 7114 |
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United Kingdom |
+44 0 148 977 1633 |
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France |
+33 141 38 5686 |
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The Netherlands |
+31 72 566 2222 |
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Israel |
+972-9-775-3333/3800 |
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Australia |
1300723414 |
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Hong Kong |
+852-833-89818 |
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India |
+91-20-4291-4700 |
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Singapore |
+65-650-11000 |
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All other locations |
+972 9 775 3800 |
10.3. Case Severity Levels and Target Response Times. Customer will select the priority of a Case in accordance with the Case Severity Level set forth below:
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Case Severity Level |
Definition |
Examples |
Target Initial Response Time ** |
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Critical (System Unresponsive)* |
I. Cloud Service completely unresponsive. II. Cloud Service is down or a major malfunction is present resulting in a Cloud Service being inoperable. III. No Workaround. |
I. Majority of users* are: (a) unable to login; (b) experiencing severe login latency; or (c) unable to reasonably perform their normal functions. II. Data integrity issues. |
60 minutes (24X7) |
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High |
I. Critical loss of application functionality or performance resulting in high number of users unable to perform normal user functions. II. Major functionality is significantly impacted. III. No Workaround. |
I. Service interruptions to some but not all functionality. II. Some users* not able to login or experiencing latency. III. Alerts not generating. |
4 Business Hours |
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Medium |
I. Minor feature/product failure or performance degradation. II. Moderate loss of functionality or performance. III. Impact is to a non-Production environment. IV. Workaround exists. |
I. Multiple users* experiencing moderate loss to their normal user functions. II. Reports not being generated. III. Alternative method is in place until permanent solution can be applied. |
Next Business Day |
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Low |
I. Non-critical or minor loss of the Cloud Services features. |
I. Non-essential functions or features missing. II. “How-to” questions. III. Product feature requests. IV. Documentation requests. |
Next Business Day |
*For Production instance only.
**Actimize will respond to a Case submitted by the Designated Contacts in accordance with the severity levels outlined in the table above.
(a) All response time obligations set forth herein shall be suspended for the duration that Customer is not or responding to reasonable requested information.
(b) Cases will be closed for non-responsiveness if a Designated Contact fails to actively engage with or respond to Actimize within five (5) days from its submission of such Case.
10.4. Updates. Major and minor releases are periodically delivered to the Cloud Services during the Subscription Term if and when they are generally commercially available (“Updates”). If Professional Services are required for the implementation or deployment of any Update to the Cloud Services, such Fees are included in the Cloud Services Fees under an Ordering Document, except where a customer-specific configuration requires Professional Services, such Professional Services may be provided upon mutual agreement of the Parties and the payment of additional Fees.
10.5. Maintenance. Actimize shall use commercially reasonable efforts to perform maintenance Services on the Cloud Services during the time frames provided in the table below (“Maintenance Window(s)”).
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Maintenance Window Criticality |
Advanced |
Actimize Enterprise Solutions Maintenance Windows* |
Actimize Premier Solutions Maintenance Windows* |
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(local data center time) |
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Standard |
Up to 30 Days |
Sunday
2:00 AM to 10:00 AM |
Wednesday
8:00 PM to 11:59 PM |
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Emergency |
Promptly following Actimize’s awareness of an issue. |
As needed
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10.6. Non-Supported Issues. Actimize will have no obligation to provide Support for issues caused by any of the following (each, a “Non-Supported Issue”): (a) modifications to a Cloud Service not made by Actimize; (b) use of a Cloud Service other than as authorized under the Agreement or Documentation; (c) third-party products that are not expressly noted in the Documentation as supported by Actimize; or (d) if Customer is not on the most current Upgrade. If there is a Non-Supported Issue, Actimize may provide Support subject to a mutually executed SOW.
11. Service Levels. NICE agrees to make the Cloud Services available at the percentages as set forth below, as measured by NICE on a monthly basis over the Subscription Term, subject to any Excusable Downtime (the “Service Level Agreement”).
11.1 “Available” or “Availability” means the Cloud Services in Production is available for access by Customer, less Excusable Downtime. Availability of the Cloud Service for any given calendar month is measured as follows:
((x-y-z))/((x-y))×100
x = total number of minutes in a calendar month*
y = Excusable Downtime
z = unscheduled outages other than Excusable Downtime
*For example, the total number of minutes in June would be calculated based on 24 hours per day x 60 minutes per hour x 30 days (or 43,200 minutes), as June has 30 calendar days.
11.2 “Excusable Downtime” means, collectively:
(a) maintenance services performed during a Maintenance Window;
(b) any time spent by Actimize in its performance of any additional Services requested or agreed to by Customer;
(c) outages or disruptions attributable to Customer or its third-party technology or service providers, including use of the Cloud Services in a manner not expressly authorized in the Agreement;
(d) suspension or termination of Customer’s right to access and use the Cloud Services in accordance with the Agreement;
(e) factors outside of Actimize’s reasonable control, including Force Majeure Events, internet access or related problems, or Content;
(f) outages or disruptions caused by:
I software, infrastructure, databases, technology, operator error or equipment not controlled by Actimize; or
II configuration changes not made by Actimize; or
III Customer network connectivity issues.
11.3 Cloud Services Availability. Subject to the foregoing, the Cloud Services will be Available as follows:
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Cloud Service Offering |
Service Level Availability* |
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Xceed (Premier) |
99.5% |
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ActimizeWatch Dashboards |
99.5% |
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Actimize X-Sight Studio |
99.5% |
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Essentials AML Suite (SAM, CDD, WLF) |
99.5% |
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DataIQ |
99.5% |
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SURVEIL-X |
99.5% |
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X-Sight Enterprise (ActOne, AML & Fraud) |
99.9% |
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X-Sight Enterprise (ActOne, AML & Fraud) with Premium Disaster Recovery |
99.99% |
*24X7/365 days for one (1) Production environment and excluding beta, proof-of-concept, evaluation, trial, or non- Production testing Cloud