MSA - Service Level Agreement
The following appendix sets forth the terms and conditions by which AdCellerant will deliver and Customer will receive maintenance and support of the Services necessary for its continuous functioning and delivery of services (“Service Levels.”)
1. Hosting
AdCellerant agrees to host the AdCellerant Technology used to provide the Services (the “AdCellerant System”) on behalf of Customer in such a manner as to enable public access to the Services over the Internet. AdCellerant will provide Customer with secure, administrative access to the AdCellerant System for purposes of configuring its commercial attributes. AdCellerant will host the AdCellerant System at a national Web hosting facility to be selected by AdCellerant. AdCellerant agrees to use only those hosting facilities that can provide a service level agreement ensuring uptime at 99% of the time, twenty-four (24) hours a day, and seven (7) days a week. AdCellerant, in turn, will guarantee to Customer 99% uptime and provide all maintenance and support services needed to fulfill that commitment. AdCellerant reserves the right to take the system off line for scheduled and required maintenance to not be included within this uptime guarantee. Any maintenance of the system that requires that the system be off line will require at least a 72 hour notice by email from AdCellerant to Customer. AdCellerant also reserves the right to take the system offline for unscheduled emergency repair, which for the first hour will not count against the uptime guarantee.
2. Support
AdCellerant shall use commercially reasonable efforts to resolve as promptly as possible any errors that cause the AdCellerant System not to perform one or more material functions properly, in accordance with the Support procedures described below. AdCellerant will use best efforts to record and track all problems through resolution and, upon request, will provide appropriate notification upon completion of corrective action by email or phone. AdCellerant will provide trained personnel for support for issues P1 – P5 Monday – Friday: 8:00AM – 8:00PM EST. For clarity, all response times listed below are only applicable during the support period, Monday – Friday: 8:00AM – 8:00PM EST.
| Priority | Target Response, Resolution or Workaround | Response-Definition-Resolution |
|---|---|---|
|
P1 – URGENT |
Initial Response: Within two (2) hours by AdCellerant customer support personnel (“Customer Support”) to Customer after receipt of issue.
Target Resolution or Workaround: Within ten (10) hours. A permanent resolution is implemented within a fast and reasonable amount of time.
Workaround resolutions reduce the priority of the issue to, at most, P3 – Medium. If a workaround is initially implemented, AdCellerant will continue to work toward a long-term resolution. AdCellerant will notify Customer before implementation of any long-term solutions. |
AdCellerant System down; AdCellerant System unusable, resulting in total disruption/product outage. |
|
P2 – HIGH |
Initial Response: Within three (3) hours by Customer Support to Customer after initial receipt of issue.
Target Resolution or Workaround: Within ten (10) to eighteen (18) hours. A permanent resolution is implemented within a fast and reasonable amount of time.
Workaround resolutions reduce the priority of the issue to, at most, P3 – Medium. If a workaround is initially implemented, AdCellerant will continue to work toward a long-term resolution. AdCellerant will notify Customer before implementation of any long-term solutions. |
Major feature/function failure: Operation severely restricted. |
|
P3 – MEDIUM |
Initial Response: Within four (4) business hours by Customer Support to Customer after receipt of issue.
Target Resolution or Workaround: Within three (3) business days, provided the solution does not involve a coding change. Case update response is acceptable.
|
Produces a non-critical situation where feature is inoperative, causing a minor impact on Customer’s business operations. |
|
P4 – LOW |
Initial Response: Within three (3) business days by Customer Support to Customer after receipt of issue.
Target Resolution or Workaround: Within three (3) business days for response. Case update response is acceptable.
|
General questions and/or inquiries causing little or no impact on Customer’s business operations. |
|
P5 – CUSTOMER/USER REQUEST |
Initial Response: Within three (3) business days after receipt of issue, information must be forwarded by Customer Support to Customer. Best efforts. |
Customer service requests for billing inquiries or other matters related to the placement of printed advertisements |
3. Service Issues — Priority 1 and Priority 2
In the event that AdCellerant fails to meet one of the above deadlines for Priority 1 and Priority 2 issues either through a workaround or permanent resolution, then Customer may elect a remedy as shown below. Remedies will be capped at the total amount due from Customer for that specific month pertaining to the AdCellerant vertical application identified as causing the disruption in service; i.e. AdPortal instance vs. W2PP server. The below listed remedies represent AdCellerant’s sole liability to Customer, and Customers exclusive remedy against AdCellerant with respect to any breach of these Service Levels. Remedy will be based on the period of time the problem persists beyond the deadlines specified in the table above for Priority 1 and Priority 2 issues:
0 to 2 hours = 1% credit of Monthly Fees
Between 2 and 8 hours = 5% credit of Monthly Fees
Between 8 and 20 hours = 7.5% credit of Monthly Fees
Between 20 and 24 hours = 10% credit of Monthly Fees
Between 24 and 48 contiguous hours = 15% credit of Monthly Fees
More than 48 contiguous hours = 20% credit of Monthly Fees
4. Service Issue — Priority 3
In the event that AdCellerant fails to meet the above deadlines for a Priority 3 issue either through a workaround or permanent resolution, then Customer may elect a remedy equal to the schedule below. Remedies will be capped at the total amount due from Customer that month, and will be based on the period of time the problem persists beyond the three business day deadline for a Priority 3 issue:
4 to 5 business days = 2.5% credit of Monthly Fees
More than 5 business days = 5% credit of Monthly Fees
5. Server Downtime
Notwithstanding the foregoing penalty provisions, a separate set of penalty provisions shall apply in the event AdCellerant fails to meet its 99% server uptime guarantee as set forth under the Hosting section of this appendix. Remedies will be capped at the total amount due from Customer that month. Customer may elect a remedy equal to the below schedule:
Server uptime 97% to 99% = 10% credit of Monthly Fees
Server uptime 94% to 96.9% = 15% credit of Monthly Fees
Server uptime less than 94% = 20% credit of Monthly Fees
(a) For purposes of this provision, downtime shall be computed by taking the largest contiguous outage and subtracting those minutes from the total number of possible minutes in the billing month. The result shall be divided by the total number of possible minutes in the billing month to arrive at the uptime percent. Any credit of monthly fees will be for the fees due solely for the system that has a Service Problem or Service Downtime.
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