Service Level Agreement

Services.

Under this Service Level Agreement, Licensor shall provide Customer with telephone and email support and remote assistance using remote desktop and virtual private network, as required. Licensee may request planned or emergency onsite assistance in accordance with the relevant price list.

Initial Support.

Licensor shall provide Customer with telephone and email support from Monday to Friday from 9:00am until 5:00pm Eastern Standard Time (“Business Hours”). Telephone calls outside of Business Hours shall be forwarded to a mobile phone. The Licensor shall use reasonable efforts to respond to such calls outside of Business Hours. In the event the Licensor is unavailable, the telephone call shall be forwarded to an answering service to be answered during Business Hours. Licensor shall collect emails received outside of Business Hours and shall respond during Business Hours.

Problem Classification.

The following Problem Classification Table definitions are used for classifying errors encountered by Customer when using software (“System”) licensed under this Agreement. These classifications insure consistent treatment of problems handled by support.  Severity 3 (Serious) is the default severity level to which all cases are initially set unless otherwise specified by Customer (the Customer Set Initial Severity Level) or support engineer. The support engineer handling the case will work with Customer to establish what severity should be assigned. The following are the four levels used by Licensor to prioritize a Customer’s problem. The Problem Classification Table is below:

Error Classification Criteria
Severity 1 (Critical) The problem is affecting time-critical applications with
production work at a standstill. The System is completely
unusable and no workaround is currently known. The
affected System must be for production purposes.
Severity 2 (Urgent) The System is significantly impaired such that the key
technical functionalities are not available and no known workaround is currently available.
Severity 3(Serious) The System does not function as designed, but all key technical functionalities  are available
Severity 4 (Low) Problems are of little or no consequence to Customer’s daily
business processes.

Response Expectations.

In the event that an error is discovered in the System that causes the System not to operate in conformance with the published specifications or applicable documentation, Customer shall notify Licensor in writing (email) of the error (including a reasonable description and severity level based on the Problem Classification Table).  Licensor shall respond to such notice and will make reasonable efforts to assign engineers to resolve problems at the level of effort indicated by the Response Expectation table. If unspecified by Customer and not clearly meeting a higher classification, new cases will be set to Severity level of 3 until a clearer determination can be made.

The following Response Expectation table specifies the level of response that will be given to a Customer issue at each step of the process based upon the assigned severity of the problem. The table specifies the maximum amount of time elapsed to complete each step.

Step 1 represents the acknowledgement of Customer’s problem and the beginning of information gathering and the trouble shooting process.

Step 2 represents the time frame in which the problem will be actively addressed and a patch, correction, or workaround is provided. The goal will be to provide a fix or a workaround for a problem as soon as possible. Critical issues will be worked on continually during until a satisfactory problem resolution can be reached.

Step 3 represents when a permanent solution will be available as part of the official product line. This may be in the form of a tested permanent patch or a completely new release depending upon the specific problem requirements and time table.

If requested by Licensor, onsite assistance shall occur within 16 Business Hours

Severity Step 1 Step 2 [restore]
1 (Critical) 2 hours

Work will be started
immediately upon
acknowledgement and
will continue until
resolved.

Resolution will be provided within 48 hours

As appropriate
2 (Urgent) 4 hours Work will be started
immediately upon
acknowledgement and
will continue until
resolved.
As appropriate
3 (Serious) 12 Business Hours Work will be started
immediately upon
acknowledgement and
will continue until
resolved.
As appropriate
4 (Low) 16 business hours Provided in next release As appropriate

 

Escalation Process.

All new cases will initially be taken and handled by the support representatives on duty at the time. All problems with a Severity of 1-3 will be escalated if the resolution outlined in the applicable Step cannot be achieved within the designated amount of time described above. To ensure that progress can continue, Customer with Severity 1 (Critical) issues must provide Licensor with a highly available contact during this period who will assist the Support and Development organizations with data gathering, testing, and applying all fixes to Customer’s environment. If Licensor cannot duplicate the problem in-house, then Support may request access to the Customer’s computing environment.

Support management will be made aware of issues according to the time frames set forth below in the Escalation Table. Licensor requires that as succeeding levels of Licensor management become involved in the resolution process, Customer must provide contacts at similar levels within their organizations, to ensure the level of management involvement matches the decision-making level dictated by the resolution requirements of the problem. Elapsed time represents the number of Business Hours (not clock hours) that have passed since expiration of the time allotted for the relevant step in the table above.

Elapsed Time Severity 1 Severity 2 Severity 3
ASAP Team Lead
4 hours Support Manager
8 hours Support VP Team Lead
12hours Support Manager
24 hours VP Development Team Lead
24 hours Support VP
32 hours Support Manager
40 hours SVP/CTO VP Development
80 hours President/CEO SVP/CTO Support VP

 

If any Severity 1 issue remains unresolved at the end of the Response Expectations, Licensor will provide dedicated support and any necessary Licensor Product and Support and Maintenance Services until a workaround is provided and an acceptable solution is in place.  Severity 4 issues are not escalated except in the case where they become reclassified with a new severity level due to changes with Customer’s environment.

 

 Service credits

For each business day in excess of 2 days from notice that Critical issues are not resolved, Customer shall be entitled, upon renewal of the next license subscription term, to an extension of one calendar day for that next license subscription term only.

If Urgent issues are not resolved within 5 business days, the parties will review and agree to a remedy.

 Persistent Service Level Failure

In the event Licensor misses a Response Expectation for a  Critical or High Error (a) two or more times in a rolling six (6) month period or (b) four or more times in a rolling twelve (12) month period, such failures shall be deemed to be a “Persistent Service Level Failure” and shall be deemed to be a material breach providing Customer the immediate right to terminate this Agreement, in whole or in-part, for material breach, upon such date as provided in a written notice of termination provided to Licensor  by Customer.  The foregoing rights to terminate shall not be construed as precluding Customer from claiming that some other combination of failures to meet Service Levels is a material breach of this Agreement and to exercise any available remedies in connection with such material breach.