EXHIBIT B
Service Level Terms
The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer’s sole and exclusive remedy, and Company’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
EXHIBIT C
Support Terms
Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm US Eastern time, with the exclusion of Federal Holidays (“Support Hours”).
For all support issues, Customer should initiate helpdesk tickets by emailing [email protected] at any time. Company will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.
If a priority 1 issue is submitted during standard business hours, Company will continue working on it outside of those hours until resolved, provided the resolution is within Company’s control (i.e. given access to customer personnel as necessary). Company will use best commercially reasonable efforts to meet the response times and resolution targets set forth in this Section.
Priority | Description | Investigation Response Time | Target Resolution/Workaround Time |
1: System Down | The production system is rendered inoperable due to a system software failure. | 60 minutes | 60-90 minutes. We will assign as many resources as needed 24/7 until the issue is resolved. |
2: Critical | A major program function is affected by a software failure such that customers are adversely affected. | 90 minutes | 90-180 minutes. We will assign as many resources as needed along with the best workaround available. |
3: High | A minor program function is affected by a software error, resulting in diminished productivity, or a problem occurs infrequently, or a workaround has already been provided. | 6 hours | If a workaround can be provided, the correction will be scheduled for the next regular upgrade. If not, a correction will typically be provided within a week. |
4: Medium | A desired new functionality (implemented in the last 7 days) is not working as expected, or a problem occurs that is not readily reproducible, or a workaround has already been provided. | 24 hours | If a workaround can be provided, the correction will be scheduled for the next regular upgrade. If not, a correction will typically be provided within a month. |
5: Low | An issue with negligible impact or a documentation or how-to question. | 48 hours | If a workaround or answer can be provided, the correction may be made at discretion of Company, based on its relevance to other Customers. |