Service Level Agreement

Support Service Levels, Constraints & Buyer Compensation

This Service Level Agreement (“SLA”) is incorporated by reference into the End-User License Agreement (the “AGREEMENT”) and governs the provision of the Offerings by Publisher to Customer pursuant to the AGREEMENT.  All capitalized terms not defined herein shall have the meanings given to them in the AGREEMENT.  “Service Levels” means Availability or Defect Resolution as specified below. 

1. Service Availability
   • Standards. “Availability” means edison365 Availability as specified below.  The Offerings shall perform in accordance with the following standards, subject to the availability of the underlying Microsoft platform:
     
     

     edison365 Availability Measure	Standards
     Software Service monthly uptime	99.99%*

1. • *Excludes scheduled downtime (of which the Publisher will give at least one (1) week notice and which will be targeted to not to exceed forty-eight (48) hours in any twelve (12) month period).
2. Product Support & Problem Resolution.
   •  Product Support. Publisher will provide support Monday- Friday between the hours of 9am and midnight UTC via
     • edison365 Help Center - Bug Report

1. • Defect Resolution. Publisher will correct all defects that are reported by Customer or of which Publisher otherwise becomes aware in accordance with the following table. The priority level of the defects reported by Customer shall be determined between the Customer and edison365.
     
     

     Priority	Description	Response and Fix Time
     1	The Offerings is not working, a significant function of the Offerings is not properly working or a significant number of Users are unable to access or use some functionality.	Publisher will respond to and commence efforts to fix Priority 1 problems no later than one (1) hour after accepting the Customer’s report of such defect or Publisher’s detection of such defect, whichever is earlier. Publisher will use reasonable efforts to provide a work-around for the Priority 1 defect, and provide a permanent fix for the Priority 1 defect no later than thirty (30) days after accepting the Customer’s report of such defect or Publisher’s detection of such defect whichever is earlier.
     2	Functionality of the Offerings is impaired or some users are unable to access or use some functionality.	Publisher will respond to and will commence efforts to fix Priority 2 defects no later than one (1) hour after accepting the Customer’s report of such defect or Publisher’s detection of such defect, whichever is earlier. Publisher will use reasonable efforts to fix Priority 2 defects no later than sixty (60) days after accepting the  Customer’s report of such defect or Publisher’s detection of such defect, whichever is earlier.
     3	Low impact to users of the Offerings.	Publisher will respond to Priority 3 defects within four (4) hours after accepting the Customer’s report of such defect or Publisher’s detection of such defect, whichever is earlier, during Customer’s regular business hours (or on the next business day, if the defect is reported outside of Customer’s regular business hours). Publisher will fix Priority 3 defects during their normal release cycle.

2. Failure to Achieve Service Levels
   
   If Service Levels falls below the Availability or Fix Times during any calendar month, Customer may elect to receive a credit from Vendor against fees and payments due upon contract renewal, as liquidated damages and not as a penalty, an amount equal to fifteen percent (15%) of the fees due to Vendor for each month in which service levels were not achieved.  If Service Levels falls below the Standards or Fix Times for any three (3) months during a twelve (12) month period, Customer may terminate the EULA and Vendor will promptly refund fees for Software Service and Services which have not been delivered as of termination. 
3. Contingencies
   
   Publisher will, in accordance with industry best practice, maintain detailed and comprehensive contingency plans against events which could affect the ability of Publisher to provide support in accordance with this link, including, without limitation, loss of production, loss of systems, loss of equipment, industrial relations problems with Publisher’s or Publisher’s subcontractors’ personnel, failures in the supply chain, failure of carriers and the failure of Publisher’s or its Publishers’ equipment, computer systems or business systems.