Support and SLO Policy

SUPPORT

 

1. As used in this Schedule A, and in addition to any other terms defined herein, the capitalized terms in this Schedule A will have the meanings assigned in the Agreement if any.
2. Support SERVICES.
   • Blue Ridge’s General Responsibilities. During the Term and with respect to the Blue Ridge Subscription Services, Blue Ridge will provide the following Support Services:
     • Respond to any defect report it receives in accordance with the schedule set forth in Section 2.1.2 below;
     • Maintain a telephone number and technician to receive calls on a seven (7) days per week, twenty-four (24) hour per day basis, nationally recognized holidays and specific Blue Ridge holidays excepted, which include New Year’s Day, Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and day after Thanksgiving, Christmas Eve and Christmas Day, concerning emergency problems and questions.
     • Provide technical support and guidance in the operation of the Subscription Services to Customer’s systems administrator during Blue Ridge ’s normal business hours;
     • Provide error analysis and correction as set forth in the schedule in Section 2.2 below; and
     • Provide prompt notification and assistance, at Blue Ridge’s reasonable discretion, in the event Blue Ridge determines a problem that is covered by this Section exists.
   • Additional Charges. If a problem reported (or if Customer otherwise requests assistance) is outside the scope of this Section, Blue Ridge will notify Customer to that effect and reserves the right to charge Customer at Blue Ridge’s then current standard hourly rates, for which Customer agrees to pay Blue Ridge consistent with the terms of the parties’ Agreement. If a reported problem is a result of Customer’s creation of customized software, Blue Ridge will charge Customer on time and materials basis for such Support Services for the second incident of providing such services and all further incidents thereafter.
   • Customer’s General Responsibilities. Customer will be responsible for: (a) Reporting errors promptly; (b) Providing sufficient information for Blue Ridge to duplicate the circumstances of a reported defect or duplicate the error, as described in the Documentation, so Blue Ridge can duplicate the error, assess the situation, and/or undertake any needed or appropriate corrective action hereunder; (c) Otherwise following instructions or suggestions from Blue Ridge regarding use, Support, upgrades, repairs, workarounds, or other related matters; and (d) Designating two (2) members of its technical staff to serve as Customer’s system administrators to contact Blue Ridge with support issues.  Customer understands and agrees that Blue Ridge’s successful response and provision of Support Services to Customer is subject to Customer’s assistance and compliance regarding (i) at Blue Ridge’s reasonable request, Customer will provide Blue Ridge with reasonable access to Customer’s personnel and equipment during normal business hours to discuss and assess any problems and/or requests for assistance; and (ii) Customer will document and promptly report to Blue Ridge all errors or malfunctions of the Subscription Services.  It is Customer’s responsibility to carry out procedures necessary at Customer’s facilities for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Blue Ridge.
   • Project Control. Blue Ridge has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed the professional services to be performed by Blue Ridge hereunder unless otherwise provided herein.
   • Subcontractors. Blue Ridge may, as it deems appropriate, use subcontractors for all or any portion of the professional services or additional services. Blue Ridge may at any time remove and replace any such subcontractors.
3. CUSTOMER REPRESENTATIONS AND WARRANTIES. During the Term of this Agreement, Customer may provide or make available to Blue Ridge certain information, software and/or any other materials owned or used by Customer (other than Blue Ridge Software) (“Materials”) and other Customer and third party Materials in connection with Blue Ridge performing Implementation or Support Services.  Customer represents and warrants that Customer is authorized to provide Blue Ridge such Materials and that Blue Ridge is authorized to use such Materials solely for the purpose of providing the Support Services. Customer will indemnify, defend and hold harmless Blue Ridge from and against any and all claims (including, but not limited to, claims of infringement of Intellectual Property Rights), liabilities, losses, damages, causes of action or injuries, together with costs and expenses, including reasonable attorneys’ fees, arising out of or resulting from Customer’s failure to comply with the foregoing representations and warranties.

 

SERVICE LEVEL OBJECTIVES

This policy sets forth Customer’s Service Level Objectives (“SLO”) regarding Guaranteed Availability. Customer is solely responsible for providing accurate and current information for the purposes of this SLA. Customer will not be eligible for Service Credits for Downtime resulting from Customer’s failure to provide current and accurate information. SLA Service Credits will be issued to Customer’s account and will only be used to offset future billable services as provided below.  The SLA Service Credit is the sole remedy of Customer for failure to meet the Guaranteed Availability and for any Downtime in excess of the Guaranteed Availability. SLA Service Credits will not be issued as cash back to Customer nor will the SLA Service Credits be transferable to other accounts or account holders. SLA Service Credits will expire if Customer’s account or the Agreement between Customer and Blue Ridge is terminated or expires.

1. Service Credits: Blue Ridge guarantees the Guaranteed Availability set forth below. If actual Availability is less than the applicable Guaranteed Availability set forth below then Customer’s sole financial remedy will be Service Credits as provided in this Schedule.  If Blue Ridge fails to meet the Guaranteed Availability, Customer is entitled to a SLA credit of 1/720th of the monthly recurring fee for the affected hosted Subscription Service (“MRC”) for every full hour that the Downtime is in excess of 1% of the time in a calendar month, up to 100% of Customer’s MRC for any calendar month (“Service Credit”).

 

2. Guaranteed Availability: “Guaranteed Availability means that the Subscription Services will be Available 99.9% of the time in any calendar month (“Guaranteed Availability”).  The amount of time that actual availability is less than the applicable Guaranteed Availability in a calendar month will be a “Downtime.”  Downtime does not include: (1) unavailability caused by Support or a suspension of Subscription Services; (2) unavailability caused by Customer’s Content related other than to scalability or volume; (3) unavailability caused by acts or omissions of Customer or agents of Customer; (4) unavailability caused by the failure of servers or services outside of a datacenter on which the Services are dependent, including, but not limited to, inaccessibility on the Internet that is not caused by Blue Ridge; (5) unavailability caused by Blue Ridge’s blocking of Content that Blue Ridge determines to be in violation of the Agreement between Blue Ridge or the policies and terms of Blue Ridge; (6) unavailability caused by hardware downtime for hardware not hosted in Blue Ridge’s datacenters (7) unavailability caused by a force majeure such as an act of God, act of war, act of terrorism, fire, governmental action, labor dispute and any other circumstances or events not in Blue Ridge’s reasonable control; (8) unavailability caused by a denial of service attack or unauthorized access or hacking; (9) unavailability caused by Customer’s failure to meet the terms and conditions of the Agreement; (10) Downtime not reported by Customer within thirty (30) Days of the day the Downtime first began; (

 

3. Available: “Available” and “Availability” mean the time that:

 

3.1 Power: A/C power is powering the hardware processing the Subscription Services.

 

3.2 Network: The datacenter network is processing the Subscription Services and that network is available.  Network availability is defined as the ability to pass TCP/IP traffic with less than 3% packet loss and less than 30ms latency across the Blue Ridge network infrastructure.

 

4. Maximum Credit: Notwithstanding anything in this Agreement to the contrary, the maximum total Service Credit for any calendar month for failure to meet the Guaranteed Availability or for Downtime under this Agreement, shall not exceed 100% of Customer’s MRC. Service Credits that would be available but for this limitation will not be carried forward to future months.
5. Support: Customer is not entitled to a Service Credit for Downtime or outages resulting from: (a) Support that Customer requests; (b) Support that the parties schedule in advance (either on a case by case basis, or based on standing instructions), such as hardware or software upgrades; or (c) critical unforeseen Support required for the security or performance of Customer’s configuration or the network.
6. Breach of the Agreement: Customer is not entitled to a Service Credit if Customer is in breach of the Agreement at the time of the occurrence of the event giving rise to the Service Credit. Customer is not entitled to a Service Credit if the event giving rise to the Service Credit would not have occurred but for Customer’s breach of the Agreement or the Terms of Service or other applicable Subscription Service requirements.
7. Measurement of Time Periods: For the purpose of determining whether a Service Credit is due, time periods will be measured from the time stamp generated by our ticket system, or the time an interruption is recorded in our monitoring system, as applicable. Customer may open a support ticket to document the start time for a support request or other incident, or if Customer contacts Blue Ridge by telephone to request support, Blue Ridge will open a ticket.  If Customer contacts Blue Ridge by phone, there may be a delay between the time of the call and the time we open a ticket.
8. Requests: Customer must request a credit in writing either via a support ticket or by postal mail no later than thirty (30) days of the first occurrence of the Downtime. We will contact Customer within thirty (30) days to approve or reject the claim or to request more information. If the claim is approved, the Service Credit will appear on Customer’s monthly invoice following approval.
9. Limitations on Service Level Agreement. IN ALL INSTANCES WHERE THIS AGREEMENT PROVIDES FOR THE AVAILABILITY OF SERVICE CREDITS, THEY ARE THE SOLE FINANCIAL REMEDY FOR A BREACH OF THIS AGREEMENT BY BLUE RIDGE. The guarantees in this SLO will not apply if: (1) Customer disables (either intentionally or unintentionally) Blue Ridge’s access to the system of Customer (e.g., by changing a password); (2) Customer violates the terms of the Agreement; or (3) Customer becomes ineligible for Service Credits pursuant to any other provision of the Agreement. If Customer engages in one or any combination of the activities specified in the prior sentence, then Blue Ridge may perform additional services without Customer’s prior approval, which Customer will be required to pay for in accordance with the Agreement.