Schedule A – LinkSquares Service Level Agreement

1.   SERVICES AVAILABILITY

The Services will be available as follows, exclusive of Scheduled Downtime.

 

Monthly Target Service Level
99.5% of the Available Hours, 24 hours/day, 365 days/year

 

The availability of Services for any given month will be calculated as follows: the total number of minutes in the Available Hours for the month minus the total number of minutes of Unavailability divided by the total number of minutes in the Available Hours for the month.

2. SCHEDULED DOWNTIME

Scheduled Downtime periods during which Services may be reduced or suspended (with advance notice to Clients) may occur for:

– Major Application Changes (such as server upgrades); and

– General system maintenance.

3. DATA INTEGRITY

Services includes backup services: 

– Full server backups will be performed nightly;

– Retention of backup copies is two years.

LinkSquares’ restoration obligations with respect to lost or damaged data, for whatever source, are limited to the restoration of data from the previous backup.  LinkSquares is not responsible for any reconstruction of data from paper copies or data sources (other than that which should have been included in the previous backup), or other losses or consequential damages resulting from the inability to access lost data.

4. SUPPORT OBLIGATIONS

(a) Releases.  Maintenance Releases will be made available to Client at no additional charge to the extent such release is generally made available to LinkSquares’ clients during the term of this TOS.   Major Releases will be made available to Client to the extent and on the terms that LinkSquares makes such Major Releases generally available to its clients during the term of this TOS.  LinkSquares, in its sole discretion, will determine whether an Update is a Major Release or Maintenance Release.

(b) Problem and Error Resolution. LinkSquares will investigate Client-reported errors related to the Services.  LinkSquares will make commercially reasonable attempts to substantiate the existence of the problem, evaluate the seriousness of the problem’s effect on Client and provide a workaround or resolution within the time frame established in the Error Reporting and Priority Guidelines set forth below.

(c) Telephone Consultation.  LinkSquares will provide commercially reasonable telephone support during its Standard Support Hours. 

(d) Client Responsibilities.  In order to receive LinkSquares’ support, Client will need: 

– High-speed internet connection;

– Modern internet browser; and

– Video conferencing capability.

5. ERROR REPORTING AND PRIORITY GUIDELINES

(a) Contacting LinkSquares Support. Requests may be made during Standard Support Hours by telephone or email to: (857) 997-0022 or support@linksquares.com.

(b) Classification of Errors. LinkSquares classifies support calls on the following basis:

Priority Types of Errors Examples
1
  • Problem has significant impact on Client’s operations
  • System or major component is down or unusable
  • No acceptable workaround is available
  • Many or all of Client’s users have no access to the Service
  • System response time significantly degraded from standard
2
  • Problem impacts Client operations
  • System or component down or malfunctioning
  • Temporary workaround is available
  • Problem impairs Client’s ability to use system effectively
  • Some of Client’s users have no access to the Service
  • Systems performance is unstable
3
  • Problem has minor impact on Client’s operations
  • Problem occurs infrequently
  • Acceptable workaround available
  • Client requires patches for a non-emergency break-fix situation
4
  • Any other Support issue, including requests for enhancement

 

c) Response Time.  LinkSquares will, during Standard Support Hours, use commercially reasonable efforts to respond and resolve errors within the following timeframes:

 

Priority Receipt Acknowledged Resolution Goal
1 1 hour 2 hour
2 1 hour 4 hour
3 1 business day 5 business days
4 1 business day Correction to be included in a future release, on a business justifiable basis

 

– Receipt Acknowledged — LinkSquares acknowledges Client notification of issue

– Resolution Goal — If availability is not restored by this time, the error will be escalated to a manager

6. DEFINITIONS
“Available Hours” in a month means the total number of hours in the month minus any Scheduled Downtime during such month.

“Maintenance Release” means upgrades to the LinkSquares System and/or Services that involve error corrections, patches, bug fixes or minor modifications or minor enhancements generally made available to licensees.

“Major Release” means upgrades to the LinkSquares System and/or Services that involve the addition of new features or significant functional enhancements.
“Standard Support Hours”: 8AM to 8PM, Eastern time, Monday to Friday, exclusive of observed holidays.

“Unavailability” shall occur during any sixty (60) minute period, when the response time for a web page exceeds fifteen (15) seconds on average during such sixty (60) minute period as measured from a server on the local network, but does not but does not include any unavailability that is caused solely by: (a) Scheduled Downtime; (b) acts or omissions of Client or its Users in violation of this Agreement; (c) failures within Client’s internal network or connectivity issues not caused by LinkSquares; or (e) Force Majeure Events.

7. CREDITS

 

Monthly Target Service Level Service Credit
=>99.0% No Credit Due
=>98% and <99.0% 10%
=> 97% and <98% 20%
=>96% and <97% 30%
=>90% and <96% 40%
<90% 50%

 

Credit Request Procedure: To receive a Service Level Credit, Client must submit a claim to LinkSquares support. To be eligible, the credit request must be received by LinkSquares within either 60 days of the Service Level Failure or by the end of the second billing cycle after the Service Level Failure (the “Credit Request Period”), whichever is shorter, and must include:

1.   The words “SLA Credit Request” in the subject line;

2.   The dates and times of the Service Level Failure incident; and

3.   A description of the Service Level Failure as it was experienced by Client.

If the Monthly Target Service Level is confirmed by LinkSquares as being less than the 99.5%, then LinkSquares will issue the Service Level Credits to Client in accordance with the procedure below. 

(e) Issuance of Credits. LinkSquares shall reduce the amount payable by Client  on Client’s next payment due to LinkSquares by the amount of Service Level Credits Client received during the applicable month for which Service Level Credits are owed.  If the Service Level Credits exceed the amount payable by Client, then Client may offset the excess amount against amounts payable on the next billing cycle(s).

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