Service Level Agreement

1. Definitions

“Authorized Contacts” means the named Customer employees or authorized agents who: (i) have sufficient technical expertise, training and/or experience with the Service to perform the Customer’s obligations under this Support Services Agreement; (ii) are responsible for all communications with Company regarding this Support Services Agreement, including case submission and Incident reports; and (iii) who are authorized by Customer to request and receive Support Services for the Service on behalf of the Customer.

"Available" means the website is responsive to standard ICMP or HTTPS requests, and that it is fully operational.

"Availability Calculation" means the percentage of time the service is deemed Available on a monthly basis less any downtime due to Routine Maintenance. Downtime or service interruption due to maintenance or error correction other than Routine Maintenance as defined in the SLA will be chargeable against Availability. Downtime attributable to Force Majeure Events shall not be included in the calculation of Company's performance against the Target Availability Level.

“Business Days” are Monday to Friday during Normal Support Hours, excluding Company holidays.

“Enhancement Request” means a request by Customer to add functionality or enhance performance beyond the specifications of the Service and are not included as part of Support Services.

“First Level Support” means any support relating to calls from Customer’s customers, end users or affiliates or general resolution of user errors, network errors, provisioning errors, or malfunctions.

“Incident” means a single support question or reproducible failure of the Service to substantially conform to the functions and/or specifications as described in User Guides and reported by an Authorized Contact.

“Normal Support Hours” are 7:00 a.m. to 7:00 p.m. on Business Days in the U.S. Central time zone.

"Routine Maintenance" means the amount of time, not to exceed eight (8) hours per month, for Company’s performance of maintenance, updates or error correction for the software, hardware, equipment and/or other infrastructure supporting the Services, provided such work takes place only during weekends or after regular business hours in the time zones where the Customers are located.

“Workaround” means a solution or correction to an incident that allows the Service to function substantially in accordance with the Documentation.

“Severity Level” means the Severity Levels as follows:

“Severity Level 1 or “S1” (Critical)” means an Incident where Customer’s production use of the Service is stopped or so severely impacted that the Customer cannot reasonably continue business operations. It may result in a material and immediate interruption of Customer’s business operation that will cause a loss of Customer data, restrict availability to such data or cause significant financial impact.

“Severity Level 2 or “S2” (Significant)” means an Incident where one or more important functions of the Service are unavailable with no acceptable Alternative Solution. Customer's implementation or production use of the Service is continuing but not stopped; however, there is a serious impact on the Customer's business operations.

“Severity Level 3 or “S3” (Less Significant)” means an Incident where: (a) important Service features are unavailable but an Alternative Solution is available, or (b) less significant Service features are unavailable with no reasonable Alternative Solution; Customers experience a minor loss of business operation functionality and/or an impact on implementation resources, or (c) Customer poses questions regarding basic functionality of the Service.

“Severity Level 4 or “S4” (Minimal)” means an Incident that has a minimal impact on basic functionality of the Service or could include billable support hours.

“Knowledge Base” is the online support portal that is accessible 24x7 at https://www.managerplus.com/support#tablist1.

“Response Time” means the targeted time period within which Company will use commercially reasonable efforts to contact Customer to acknowledge receipt of an incident report and to engage an appropriately skilled support resource, commencing from the time that Company receives all required information as specified in Section 7(b) “Incident Reporting”. Response Times are measured during Normal Support Hours.

“Support Services” means the English language support services for the Service provided by Company under the terms set forth herein, but do not include enhancement requests or excluded Support Services.

2. Service Levels and Warranty

a. Service Level. Except for Routine Maintenance (as defined below) and Force Majeure Events, Company shall ensure that the Services are available above the Target Availability Level percentage in the table below of the time during each month of the Term. Availability will be measured on a monthly basis utilizing Company's internal monitoring software.
b. Warranty. During any month in which Company fails to meet the Target Availability Level and upon written request by the Customer as described under Section 5 (Credit Request), Company shall provide Customer with a Credit against the subsequent annual/monthly fees otherwise payable by Customer as follows:

Standard SLA

Service Uptime Based on Availability Calculation	Credit %
Above 99.50% (the “Target Availability Level”)	0%
Between 99.50% and 99.00	5%
Between 99.00% and 98.50%	10%
Between 98.50% and 98.00%	15%
Below 98.00%	20%

Upon request, company shall make reports available to assist Customer in monitoring compliance with the Target Availability Level for no less than the prior six (6) months. If there are two (2) consecutive months during the Term in which Company fails to meet the Target Availability Level, then Customer may terminate their Subscription Agreement.

3. Term

This SLA applies during the Customer's initial term and/or renewal term.

4. Fees

All fees associated with the SLA provisions such as Accelerated Support Services, if any, will be described within Customer's Order Form.

5. Credit Request

In order to receive a credit, Customer must request it simply by emailing Company at support@managerplus.com, within five (5) days of the end of the applicable quarter. If Customer submits a credit request and does not receive a prompt response indicating that the request was received, Customer must resubmit the request because the submission was not properly received and will not result in a credit. Customers who are past due or in default with respect to any payment or any material contractual obligations to Company are not eligible for any credit under this Service Level Commitment. The service credit is valid for up to one (1) year from the quarter for which the credit was issued. Company shall calculate any service level downtime using Company’s system logs and other records. Credits issued to Customer cannot be redeemed for cash payment.

6. Support Services

For the duration of the Term and any associated Renewal Term(s), Customer may access only the same level of Support Services for all users of the Service (i.e., Customer may not obtain Standard Support for certain Users and Accelerated Support for other Users of the Service). Company does not provide Support Services for problems that are caused by the hardware and/or software that Customer uses in conjunction with the Services (such as network products, web servers, and operating system software) or any modifications to the Service that have not been authorized by Company in writing. In addition, under no circumstances will Company be obligated to provide Support Services for problems resulting from use of the Service other than as authorized in the Order Form and Terms of Service. Accelerated Support Level must be purchased by the Customer and indicated in the Order Form. The following shall govern Company’s provision of Support Services to you (Customer) pursuant to the level of Support Services that you have purchased or are otherwise entitled to.

a) Scope of Support. Subject to the terms contained herein, Company shall provide support to Customer (and address all Incidents which may arise from Customer’s use of the Service) as follows:

Support Level: Standard Support
	Severity 1	Severity 2	Severity 3	Severity 4
Response Times	1 hour	2 hours	1 Business Day	3 Business Days
Method of Reporting	End Users must report an Incident via the Company Knowledge Base (or such other online reporting tools provided by Company). Authorized Contacts may report incidents using the telephone.
Number of Authorized Contacts	The number provided in the Order Form, but if not provided then Two (2) Authorized contacts
Support Hours	From 7:00 a.m. to 7:00 p.m. on Business Days in the U.S. Central time zone

b) Incident Reporting.

i. Authorized Contacts. All reports of Incidents must be made to Company using the proscribed method. The Customer may substitute Authorized Contact(s) from time to time by giving Company prior written notice, including the relevant contact information for any new Authorized Contact.

ii. Required Information. All Incident reports must, if applicable, include the following:
The Customer’s identification number which Company shall provide to the Customer soon after the Effective Date of this Support Services Agreement;
• A reproducible test case that demonstrates the specific usage that causes the Incident being reported;
• Wording of all related error messages;
• A full description of the Incident and expected results; and,
• Any special circumstances surrounding the discovery of the Incident.

iii. Information Sharing. Company may share such information and other information about Incidents with its contractors, vendors and/or third party application providers to support Company’s provision of the Support Services described herein.

iv. Severity Levels. Company will work with Customer and will assign the appropriate severity level to all Incidents according to the Severity Level definitions. Company may reclassify Incidents based on the current impact on the Service and business operations as described in the Severity Level definitions. In the event Company determines that an Incident is in fact an Enhancement Request, it shall not be addressed under this Support Services Agreement.

v. Company’s Obligations. Company will make available Support Services access during Normal Support Hours for the Customer to report Incidents and receive assistance. On receipt of an Incident report, Company shall establish whether there is an Incident for which the Customer is entitled to Support Services under this Support Services Agreement and, if so, shall: • Confirm receipt of the Incident report and notify Customer of the Incident case number that both parties must then use in any further communications about the Incident. • Work with Customer to set a severity level for the Incident based on the criteria set forth herein. • Analyze the Incident and verify the existence of the problem. • Give the Customer direction and assistance in resolving the Incident pursuant to the terms described herein.

vi. Customer’s Obligations. Company’s obligation to provide Support Services is conditioned upon the Customer: (a) paying all applicable fees for Support Services, if any; (b) having valid access to the Service; (c) providing Company with all reasonable assistance and providing Company with data, information and materials as that are reasonably necessary; (d) procuring, installing and maintaining all equipment, telephone lines, communication interfaces and other hardware and software necessary to access the Service; (e) providing all First Level Support; (f) providing appropriate contact information for all Authorized Contacts(s); (g) utilizing the Company Knowledge Center for self-help research of known solutions, and (h) utilizing the Company Knowledge Center incident reporting portal to log all incident cases (except for Accelerated Support Customers who are also permitted to log S1 and S2 incidents via telephone).

7. General Provisions

Updates. This SLA may be amended by Company in its sole discretion with notice to the Customer. Provided, Company will not materially reduce the level of performance and functionality of the Services. Notices will be sufficient if provided to a user-designated as an administrator of you applicable account either: (a) as a note on the screen presented immediately after completion of the login authentication credentials at the login screen, or (b) by email to the registered email address provided for the administrator(s) for Customer’s account.

Service Level Agreement (SLA)