SUPPLYFRAME SERVICE LEVEL AGREEMENT
1. DEFINITIONS. The following capitalized terms will have the definitions set forth below. Capitalized terms used but not defined herein shall have the meanings accorded to them in the Master Terms of Service Agreement.
1.1 “Force Majeure” means any act, event, or occurrence beyond Supplyframe’s reasonable control, including, without limitation, issues arising from bugs or other problems in the software, firmware or hardware of Supplyframe’s suppliers, outages or issues with network carriers, acts of God, fires, floods, storms, landslides, pandemics, epidemics, lightning, earthquakes, drought, blight, famine, quarantine, blockade, governmental acts or inaction, orders or injunctions, war, insurrection or civil strife, sabotage, explosions, labor strikes, work stoppages, and acts of terror.
1.2 “Normal Business Hours” means 8:00 a.m. to 5:00 p.m. Pacific Time Monday through Friday excluding Supplyframe observed holidays.
1.3 “Scheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Services due to planned system maintenance performed by Supplyframe. Supplyframe will exercise reasonable efforts to perform scheduled system maintenance during the weekend (between Friday evening at 7 p.m. PT and Sunday evening at 7 p.m. PT) or between the hours of 7 p.m. and 5 a.m. Pacific Time during the weekdays. Supplyframe will provide Customer with reasonable prior notice of such Scheduled Downtime.
1.4 “Total Monthly Time” means the total minutes in the relevant calendar month less Scheduled Downtime. For any partial calendar month during which Customer subscribes to the Services, availability will be calculated based on the entire calendar month, not just the portion for which Customer subscribed.
1.5 “Unscheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which there is a total disruption in the operation of the Services, other than as a result of Scheduled Downtime, such that customers cannot access the Services in accordance with the access protocols set forth in the Terms of Service Agreement. Unscheduled Downtime shall not include any period during which the Services are unavailable as a result of (i) non-compliance by Customer with any provision of this SLA; (ii) incompatibility of Customer’s equipment or software with the Services; (iii) actions or inactions of Customer or third parties; (iv) Customer’s use of the Services after Supplyframe has advised Customer to modify its use of the Services, if Customer did not modify its use as advised; (v) acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Services by means of Customer’s passwords or equipment; (vi) performance of Customer’s systems or the Internet; (vii) any systemic Internet failures; (viii) network unavailability or Customer’s bandwidth limitations; or (ix) Scheduled Downtime.
1.6 “System Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time multiplied by 100. Represented algebraically, System Availability for any particular calendar month is determined as follows:
2. SYSTEM PERFORMANCE
2.1 System Availability: Supplyframe will undertake commercially reasonable measures to ensure that System Availability equals or exceeds a monthly average of ninety-nine point nine percent (99.9%) (the “Services Availability Standard”).
2.2 Access to Support: Customer may report Unscheduled Downtime at any time by contacting Supplyframe via telephone or email.
3. CUSTOMER REQUIREMENTS. Customer is responsible for procuring, installing and maintaining all equipment, telephone lines, communication interfaces, and other hardware and software (other than the hardware constituting the program control center maintained at Supplyframe’s facilities) necessary to remotely access and use the Services and to obtain from Supplyframe the Services to be performed under this Agreement. Customer is responsible for correctly configuring its systems in accordance with any instructions provided by Supplyframe, as may be necessary for provision of access to the features and functions of the Services.
4.1 Credits Against Fees: In the event Unscheduled Downtime occurs, Customer will be entitled to credits against its subsequent payment obligations up to ten percent (10%) of monthly billing amount. Customer’s rights under this Section 4.1 are Customer’s sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by Supplyframe to meet the Services Availability Standard in Section 2.1.
4.2 Requesting Services Credits: As a condition to Supplyframe’s obligation to provide Services Credits to Customer, Customer must request such Services Credits by sending an e-mail identifying the date and time of the Unscheduled Downtime for which Customer is requesting Services Credits, with sufficient evidence (including description of the incident and duration of the incident) to Michael Placido (email@example.com) within thirty (30) days following such Unscheduled Downtime. If Customer fails to request any Services Credits to which Customer is entitled in accordance with this Section 4.3, Supplyframe will have no obligation to issue such Services Credits to Customer.
4.3 Exclusions: Customer shall have no right to receive Services Credits in connection with any failure to meet the Services Availability Standard, to the extent such failure is caused by: (i) an event of Force Majeure; (ii) use of the Services outside the scope described in the Agreement and the Documentation; (iii) Customer’s equipment and/or third party software, hardware, or network infrastructure; (iv) failure of Customer to meet the configuration requirements for Customer equipment as set forth in the Documentation; (v) systemic failure of the external Internet beyond Supplyframe’s network; (vi) systemic electrical or internet access disruptions; (vii) any actions or inactions of Customer or any third party; or (viii) attacks (i.e., hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties.
5. CHANGES. Supplyframe may update this Service Level Agreement from time to time, with or without notice. Please regularly check this agreement.
Supplyframe Customer Support Plan
Supplyframe Customer Support Plan provides live technical and support services to Customer and is available via a toll-free number during Supplyframe’s normal business hours — Monday through Friday, excluding holidays observed by Supplyframe (as further described in the “Telephone Support” section below).
Customer Support. Customer Support is available to Supplyframe Named Users for support related to the use of the Subscription Services, including help with troubleshooting existing configurations, basic usability assistance, and break/fix support.
Telephone Support. Telephone assistance to answer routine questions and otherwise assist in the standard use of Supplyframe Applications is available in English during North America business hours (Monday-Friday, 6am-6pm PST – Excluding observed Holidays). All inquiries received outside of regular business hours will be responded to within 24 hours.
Supplyframe’s toll-free Customer Support telephone number is +1-866-786-8339 or +1-626-793-7732. Live-Chat Support. Live-Chat assistance to answer routine questions and otherwise assist in the standard use of Supplyframe Applications is available in English during North America business hours (Monday-Friday, 6am-6pm PST – Excluding observed Holidays). All inquiries received outside of regular business hours will be responded to within 24 hours.
E-Mail Support. E-Mail assistance to answer routine questions and otherwise assist in the standard use of Supplyframe Applications is available in English during North America business hours (Monday-Friday, 6am-6pm PST – Excluding observed Holidays). All inquiries received outside of regular business hours will be responded to within 24 hours.
Critical Support. To support emergency technical support issues, Supplyframe offers a 24-hour/7-day support hotline for any critical support needs.
Tiered Response and Resolution Time. Is the time where issues from SaaS Offering would be responded to and resolved according to the table listed below:
Severity Levels. The Severity Levels are described as follows in the table below:
Targeted Response Time. Supplyframe will use commercially responsible efforts to respond to each trouble incident within the applicable response time described in the table below, depending on the Severity Level assigned to the case.
Customer’s Obligations for Support. When contacting Supplyframe Customer Support, the User, as applicable, will be responsible for (and must be capable of) providing Supplyframe with all information and access to Customer’s resources as reasonably required in order for Supplyframe to provide the requested technical assistance.