(a) “Company” means RFPIO, Inc. a Delaware corporation with an office located at 4145 SW Watson Ave. Suite 450, Beaverton, OR 97005 and its Affiliates.
(b) “Customer” means the entity identified on the Order Form or SOW (by its legal name or its other assumed, trade, or ‘doing business as’ name) that purchased Company’s Software or Services pursuant to an Order Form or SOW, or such entity’s permitted successors or assigns.
(c) “Error” means a failure of the Software to perform in accordance with the Documentation, resulting in the inability to use, or material restriction in the use of, the Software.
(d) “Maintenance Release” means a revision of the Software released by Company to its Customers generally, to correct Errors in the Software or to maintain the operation of the Software in accordance with the Documentation.
(e) “Scheduled Downtime” means any period of time during which the Software or Services are unavailable due to Company’s planned maintenance and support of the Software or Services.
(f) “Service Credit” is the percentage of the actual annual fees paid, divided by twelve (12), credited to Customer. (g) “Service Availability” means the performance metrics provided in section 3 herein.
(h) “Severity One Error” means the (i) complete loss of Software functionality or Software is severely impacted, or (ii) significant feature or system operations are unavailable and no workaround exists.
(i) “Severity Two Error” means (i) the Software is functioning with limited capabilities, or (ii) is unstable with periodic interruptions, or (iii) one or more features of the Software required to perform necessary business functions are degraded but does not effectively render the application unusable as a whole.
(j) “Severity Three Error” means the Software is impaired, but the reported error or issue has a reasonable workaround and does not pose a serious business impact
(k) “Severity Four Issue” means the Software is functioning as designed and in accordance with Documentation without any limitations, however; reported issue (i) requires clarification/modification in Documentation or (ii) is a general usage question or (iii) is cosmetic in nature.
(l) “Support Services” means technical support assistance provided by Company personnel to Customer’s designated administrators for problem resolution, bug reporting, and/or technical assistance.
(m) “Unscheduled Downtime means any time (i) the Software is not available because of an event or circumstance excluding Scheduled Downtime or Force Majeure and (ii) the amount of time required by Company to resolve or provide a work around for the failure of any documented feature required to complete a primary function of the Software in accordance with the Documentation
(n) “Update” means any error correction, bug fix, patch, enhancement, improvement, update, upgrade, new version, release, revision or other modification to the Software or Services provided or made available by Company pursuant to the Agreement, including without limitation, any update designed, intended or necessary to make the Software, Services or Customer’s use thereof comply with applicable law.
(o) “Upgrade” means a revision of the Software released by Company to its end user licensees generally, to add new and different functions or to increase the capacity of the Software or Services. Upgrade does not include the release of a new product or added features or modules for which there may be a separate charge.
(n) “Uptime Availability” means the availability of the Software or Services to Customer each calendar month excluding Force Majeure or Scheduled Downtime, which is measured monthly using the following calculation: (Total Minutes – Unscheduled Downtime – (Force Majeure + Scheduled Downtime)) / (Total Minutes – (Force Majeure +Scheduled Downtime)) x 100.
2. Standard Support
RFPIO Inc. (“Company”) shall provide Support Services to Customer via telephone and/or electronic mail Monday – Friday 24 hours per day, with the exclusion of nationally recognized holidays (“Support Hours”). Customer may initiate a helpdesk ticket any time by emailing firstname.lastname@example.org or during Support Hours by calling 971-470-3112.
All capitalized terms not defined in this SLA shall be construed according to the terms in that certain Master Subscription Agreement, Order Form, and all amendments and/or attachments thereto, made between Company and Customer (collectively, the “Agreement”).
3. Service Availability
Company will use commercially reasonable efforts to maintain the availability of the Software to the Customer. Company’s Service Availability commitments are as follows:
|Service Category||Availability/Response Time|
|Uptime Availability||99.8% calendar month|
|Scheduled Downtime||The Company will notify the Customer no less than seven calendar (7) days in advance of any scheduled down time.|
|Unscheduled Downtime||Company will promptly notify Customer of any Unscheduled Downtime (whether or not for system emergency), including a description of the Unscheduled Downtime and the estimated time until normal operations resume.|
|Frequency of Customer Data back-up||One back-up every 4 hours.|
|Recovery Point Objective (RPO)||4 hours|
|Recovery Time Objective (RTO)||12 hours|
Company shall have no liability for, and shall make no representations or warranties respecting Service Availability or lack of availability of the Software due to: (1) outages caused by the failure of public network or communications components, (2) outages cause by a Force Majeure event, (3) outages caused by the use of any third-party hardware, software and/or services used by Customer, (4) Customer’s or User error, misconduct or negligence, including by not limited to the loss of User passwords, provided that Company has taken industry standard steps to protect the Software from unauthorized access, intrusion, and disruption.
3.2 Reporting Unscheduled Downtime
Customer may report any unscheduled downtime, error, bug, or defect in the Software upon becoming aware or receiving notice of such system downtime, error, bug, or defect by emailing any time email@example.com or calling 971-470-3112 during Support Hours.
3.3 Service Credits
Sole Remedies for Failure to Meet the Service Availability Level Commitment. For each calendar month in which Company has Uptime Availability of:
(a) less than 99.8% but above 97%, Company shall upon Customer’s request made within thirty (30) days of the end of the calendar month, provide Customer with a root cause analysis and a written plan for improving Company’s Service Availability to attain the 99.8% Service Availability and Company shall promptly implement such plan; or,
(b) between 96.9% and 93%, Company shall, upon Customer’s request made within thirty (30) days of the end of that calendar month, provide Customer with a service credit in an amount equal to 25% of the month’s bill; or
(c) between 92.9% and 90%, Company shall, upon Customer’s request made within thirty (30) days of the end of that calendar month, provide Customer with a service credit in an amount equal to 50% of the month’s bill; or
(d) less than 90%, Company shall, upon Customer’s request made within thirty (30) days of the end of that calendar month, provide Customer with a service credit in an amount equal to 100% of the month’s bill.
If Customer reasonably believes that Company has failed to achieve its Service Availability commitments in any given month, Company shall, following Customer’s request, promptly provide a report that contains true and correct information detailing Company’s actual Service Availability performance. THIS SECTION 3.3 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND COMPANY’S ENTIRE LIABILITY, FOR ANY FAILURE TO MEET THE SERVICE AVAILABILITY COMMITMENT.
4. Error Corrections and Updates
Company will make commercially reasonable efforts to provide an Update designed to solve or by pass a reported Error. Company shall reasonably determine the priority level of Error(s), and take actions as outlined herein.
4.2 Errors and Issues
(a) Severity 1 Error: Company promptly initiates the following procedures: (1) assigns specialists to correct the Error on an expedited basis; (2) provides ongoing communication on the status of an Update; and (3) begins to provide a temporary workaround or fix.
(b) Severity 2 Error: Company assigns a Company specialist to begin an Update, and provides additional, escalated procedures as reasonably determined necessary by Company Support Services staff. Company exercises commercially reasonable efforts to provide a workaround or include a fix for the Severity 2 Errors in the next Maintenance Release.
(c) Severity 3 Error: Company may include an Update in the next Maintenance Release.
(d) Severity 4 Issue: Company will provide responses to questions about existing functionality, Documentation, or problems requiring additional training or clarification – many of which are informational in nature and not classified as an Error.
4.3 Response Times and Resolution
Company will respond to Customer reports of an Error based on the severity. Upon receipt of a request for Support Services or report of an Error, Company will investigate and respond to Customer with an assigned level of priority as shown in the following table.
|24 x 7 Support Hours for Urgent Priority
24 x 5 Support Hours for Non-Urgent Priority
|Updates from Support||Resolution|
|Priority Urgent = Severity 1 Error||1 hour (24 X 7)||Every 4 hours||Access to Software and/or Services is restored|
|Priority High = Severity 2 Error||4 hours||Every 12
|Critical function is restored or workaround is given|
|Priority Normal = Severity 3 Error||12 hours||Upon status
|Instructions or workaround is given|
|Priority Low = Severity 4 Issue||1 business day||No updates
|Question is answered|
4.4 Maintenance Releases and Upgrades
During the Term, Company shall make the Maintenance Releases available to Customer as and when Company makes any such Maintenance Release generally available to its licensees. If a question arises as to whether a product offering is an Upgrade or a new product or feature, Company’s opinion shall prevail, provided that Company treats the product offering consistently for its other customers generally.
5. Conditions for Providing Support
Company’s obligation to provide Software or Services in accordance with the stated Service Availability is conditioned on Customer providing Company with sufficient information and resources to correct the Error, as well as access to the personnel, hardware, and any additional systems involved in discovering the Error.
6. Exclusions from Company’s Support Services
Company is not obligated to provide Software or Services during situations beyond Company’s reasonable control, including but not limited to the following situations: (a) the Error is caused by Customer’s negligence, hardware malfunction or other causes beyond the reasonable control of Company; (b) the Error is a result of interface with third party software not licensed through Company; (c) the Error is caused by the Customer’s individual user’s desktop or browser software; or (d) Customer has not paid License Fees under the Agreement when due.