Definitions
“Business Hours” – shall mean 9:00am to 5:00pm Subscriber local time, Monday through Friday, except Vendor holidays (New Year’s Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving Day, the day following Thanksgiving Day, Christmas Eve Day and Christmas Day).
“Error” – shall mean an instance of failure of the Products or Services to perform in substantial conformity to descriptions of such operation as set forth in the Documentation.
“Case” – shall mean the tracking record created by the Subscriber when reporting an Error or logging a question.
“Response Time” – shall mean the period of time during Business Hours which elapses from the time when Subscriber creates a Case and the time when the Vendor contacts the subscriber regarding the Case.
“Scheduled Downtime” – shall mean periods of unavailability of the Services required for performing system maintenance and upgrades to the Products and Services. Vendor will exercise its best efforts to provide Subscriber advanced notice when reasonably possible if Scheduled Downtime is to occur during Business Hours. Vendor reserves the right to perform such maintenance, backup, and upgrades at any time on weekends without prior advance notice to Subscriber(s) and all such occurrences shall be deemed Scheduled Downtime, however, Vendor will exercise its best efforts to post an application alert message 24 to 48 hours in advance of such occurrences.
“Unscheduled Downtime” – shall mean the time the Services are unavailable to the Subscriber during Business Hours excluding any Scheduled Downtime.
“Uptime Percentage” – is calculated as a percentage of total monthly Unscheduled Downtime divided by Business Hours less Scheduled Downtime ((1- (Unscheduled Downtime/(Business Hours-Scheduled Maintenance)))*100).
“Service Credit” – shall mean a credit against the annual subscription fee as calculated below.
| Monthly Uptime Percentage | Monthly Service Credit |
|---|---|
| 99 – 100% | N/A |
| 98 – 98.9% | 3% |
| 95 – 97.9% | 5% |
| <95% | 10% |
Example of Service Credit Calculation, in Minutes
$30,000 monthly fee
21 working days in a month x 8 Business Hours = 168 * 60 minutes = 10,080 minutes
1 hour of Scheduled Downtime = 60 minutes
2 hours of Unscheduled Downtime = 120 minutes
((1 – (120/(10,080 – 60))*100
((1 – (120/10,020))*100
(1 – 0.012)*100
0.988*100
98.8% uptime
3% Service Credit
3% * $30,000 = $900
“Error Severity Level” – Each error reported by the Subscriber to the Vendor shall be categorized with a severity level established by the Vendor in the table below:
| Error Severity | Description |
|---|---|
| Level 1 – Critical | Service is unavailable or completely unusable by Subscriber. |
| Level 2 – Important | Service is available but audit workflow(s) functionality is significantly impaired, or the inability to enter data or produce reports. |
| Level 3 – Problem | Service is available and not significantly impaired, but minimal impact to overall functionality. |
Service Level Specifications
Vendor will use commercially reasonable efforts to make the Services available to the Subscriber with an Uptime Percentage of at least 99% (“Service Level Specifications”). In the event the Vendor does not meet the Uptime Percentage in any given month, the Subscriber is eligible to receive a one-time Service Credit of no more than 10% of the Subscription Fee applicable to that month. The Vendor will apply Service Credits against future invoices. Service Credit will not entitle Subscriber to any refund or other payment from the Vendor, with the exception of the final year of the Term, when credits shall be paid directly to Subscriber if no invoices are outstanding at such time. To be eligible, a written Service Credit request must be received by Vendor within sixty (60) days of when the incident occurred.
Error Resolution Escalation
The Subscriber and Vendor will collaborate to resolve Errors in a timely manner during Business Hours. Vendor will use commercially reasonable efforts in the pursuit of resolving all issues. In the event an issue remains unresolved after a reasonable period of time, the Vendor shall invoke the issue escalation path as described in the following table. The assigned Vendor support personnel will work with Subscriber personnel in the resolution of issues.
| Error Severity | Response Time | Escalation Time | Escalation Path |
|---|---|---|---|
| Level 1 – Critical | 1 hour | 4 hours | Support Management (within 4 hours); Customer Success Manager (1 day); Director of Customer Success (2 days) |
| Level 2 – Important | 4 hours | 2 days | Support Management (within 2 days); Customer Success Manager (3 days); Director of Customer Success (5 days) |
| Level 3 – Problem | 8 hours | 4 Business Days | Support Management (within 4 days); Customer Success Manager (6 days); Director of Customer Success (10 days) |
Service Level Exclusions
The Service Level Specifications do not apply to any unavailability, suspension or termination of the Service as described in the Agreement caused by factors outside the reasonable control of Vendor, including without limitation, any force majeure event, as defined herein, Internet unavailability, failures in performance by third party service provider(s), or related problems, or that result from the Subscriber failing to perform its responsibilities set forth in the Agreement.
