Support Services and Service Level Terms

This Service Level Agreement (“SLA”) sets forth how Centraleyes will provide support services for the Centraleyes Saas Platform. The terms and conditions of this SLA are in addition to the terms contained in the Agreement and, in the event of any conflict or inconsistency between the Agreement and this SLA, the terms of the Agreement shall govern. All capitalized terms not defined below shall have the meaning set forth in the Agreement.

1. New Releases.
Provided that the Customer has promptly paid and remains current in the payment of all amounts due to Centraleyes under the Agreement, Centraleyes will provide Customer with all New Releases of the SaaS Platform specified in the Centraleyes Order after general commercial release at no additional cost to Customer, other than any applicable installation fees. Customer will fully cooperate to ensure that Customer is using the most current version of the SaaS Platform.

2. Error Notification.
Customer will promptly notify Centraleyes of any verifiable and reproducible failure of the Saas Platform to materially conform to the specifications set forth in the applicable Documentation (an “Error”). For avoidance of doubt, an “Error” shall not include, and Centraleyes shall not be responsible for fixing or otherwise resolving, any failure that: (a) results from misuse or improper use of the Saas Platform; (b) does not materially affect the operation and use of the Saas Platform; (c) results from the modification or customization by Customer or any third party of the Saas Platform; or (d) results from a failure to promptly implement any relevant improvements or modifications to the Saas Platform provided to Customer by Centraleyes, including any New Releases. Should any fault be found not to be the responsibility of Centraleyes, Customer will accept an invoice payable on issue for the support services provided based on the number of hours spent plus all expenses (including all travel time to and from the location).

3. Support Call Priorities.
A. This Section 3 defines the priorities and the procedures for support tickets as relating to the support services provided by Centraleyes. Centraleyes shall only be required to respond to support tickets from the Customer or their designee in writing; provided that only persons who have been trained with respect to the SaaS Platform and are familiar and technically proficient with respect to both the SaaS Platform and with Customer’s systems may be included on such list. Customer may update such list from time to time as necessary.

B. Procedure for Support Tickets. Any failure of SaaS Platform to operate properly must be reported by the Customer to Centraleyes by email, telephone or other remote communications, and must also include Customer as either a recipient or “cc” on any written or electronic communications. Upon receipt of a report of failure, Centraleyes shall notify Customer of the failure and respond in accordance with the severity of the failure, as detailed in the tables below. The severity level shall be determined by Centraleyes based on the description provided by the Customer and testing performed by Centraleyes in accordance with the definitions set forth in column 2 of Table A below. Centraleyes’s support services relating to rectifying the problem will be performed based on the timeframes included in Table B.

Table A

Severity
Definition
Examples
0
Critical business Impact -system/service is hard down.
Users cannot access SaaS Platform because it is down, causing disruption of real-time data access.
1
Major business impact, high probability for service impact, or service severely degraded.
Response time is below performance target by greater than 50%. Disruption in data exchanges.
2
Moderate business impact or potential for service impact and/or outage.
An application bug occurred while entering data.
3
Limited business impact
The data is not available or incorrect information was supplied on reports. Disruption of extracts to data warehouse

Table B

Basic
Premium
Support Services Fees
Free
15% of Annual License Fee
Case Submission
Email or support ticket submission – 24/7 Phone: During business hours only (9-5 EST Monday – Friday)
Email or support ticket submission – 24/7 Phone: 24/7 for severity level 0 and 1, during business hours for all other issues
Initial response Time
Severity level 0
6 business hours*
4 hours
Severity Level 1
1 business day
6 hours
Severity Level 2 & 3
2 business days
1 business day
Target Time to Address Issue
Severity Level 0
All hands-on deck during business hours until resolved
All hands-on deck until resolved
Severity Level 1
Fix or a workaround (or in the case of none, present a work plan to customer) within 5 business days
Fix or a workaround (or in the case of none, present a work plan to customer) within 3 business days
Severity Level 2
Will be fixed in future releases
Fix or a workaround (or in the case of none, present a plan to customer) within 7 business days
Severity Level 3
Will be fixed in future releases
Will be fixed in future releases

* Target time to address the issue shall be measured from the start of the next business day for Centraleyes.

C. Problem Correction. Upon receipt of a report of a problem from Customer authorized personnel, Centraleyes shall use commercially reasonable efforts to provide Customer with a permanent fix as soon as reasonably possible. 

D. Included in the Basic Support Package, at no additional cost to Customer, is the following technical support for SaaS Platform:

  • Offering the Support of its Customer Service Help Desk from 9:00 a.m. to 4:00 p.m. EST from Monday to Friday, excluding statutory holidays in the USA
  • Providing problem management support and following the escalation provisions set forth in this SLA;
  • Using commercially reasonable efforts to achieve the service level targets set forth in this SLA; provided that Customer’s sole and exclusive remedy for Centraleyes’s failure to meet such service level targets are those set forth in this SLA alone.

4. Service Level Measurement Criteria and Targets.

Measurement CriteriaTargets
Help Desk response time during normal business hours (answering the phone)Respond to 95% of calls within 60 minutes.
Off-hours support for severity “0” and/or “1” only for Premium Support CustomersRespond to call with callback within 60 minutes.

A. System Support, Availability and Performance.

1. Description of Service

a. Centraleyes shall be responsible for:

    • Advising Customer operations to ensure 99.5% SaaS Platform availability except for: (i) planned downtime (for which we shall provide advanced notice), and (ii) any unavailability caused by circumstances beyond Centraleyes’s reasonable control, including, for example, an act of God, act of government, fire, flood, earthquake, act of terror, civil unrest, or Internet service provider failure or delay.
    • Meeting the service level targets set forth in in this SLA; provided that Customer’s sole and exclusive remedy for Centraleyes’s failure to meet the service level targets set forth in this Schedule B are solely those set forth in this Schedule.

b. Service Level Measurement Criteria and Targets.

Measurement Criteria

Targets

Tracking Mechanism

Availability

Twenty-four (24) hours per day.

System report

Recovery of service following a SaaS Platform problem

Work to commence as per times specified.

Email/Call tracking

SaaS Platform upgrades, patches, new releases / maintenance that will impact the Platform availability for the Customer

Performed on weekends (to the extent practicable) from between the hours of 6 pm EST on Fridays and 3 am EST on Mondays or at a previously agreed date and time, or in the event of an emergency, as necessary to maintain the operability, or ensure the integrity of SaaS Platform.

System or Planning report

B. SaaS Platform Maintenance

1. Description of Service

a. Centraleyes shall be responsible for the following in connection with the maintenance of SaaS Platform:

    • Updating SaaS Platform with all applicable enhancements and upgrades that Centraleyes makes generally available to any of its other subscribers of the SaaS Platform (excluding subscribers of the SaaS Platform in conjunction with other components or modules sublicensed from Centraleyes);
    • Maintaining the SaaS Platform by providing patch releases or upgrades as required to correct SaaS Platform bugs; and
    • Meeting the service level targets set forth herein; provided that Customer’s sole and exclusive remedy for Centraleyes’s failure to meet the service level targets are those set forth in this SLA.

5. Effect of Non-Performance; Failure to Meet Performance Levels

A. Liquidated Damages. This Section describes the liquidated damages payable by Centraleyes to Customer for not meeting performance targets, and the process for calculating and imposing the amounts. The Parties acknowledge and agree that the determination of actual damages as a result of non-performance would be difficult to calculate, and accordingly, both agree that liquidated damages pursuant to the table below are a fair and reasonable approximation of the damages that Customer may incur by the failure of Centraleyes meet the its obligations in this SLA and are Customer’s sole and exclusive remedy under this SLA.

B. Damages for Performance Shortfalls.

    • The liquidated damages payable by Centraleyes due to not meeting the availability targets for SaaS Platform or the (the “Performance Damages”) shall be determined annually. Availability shall be calculated in accordance with this SLA. The amount of Performance Damages, if any, will be shown as an invoice credit against future Support Services Fee obligations of Customer. Money damages and invoice credits shall not be a remedy for any breach of Service levels. Any (i) planned downtime (for which we shall provide advanced notice), and (ii) any unavailability caused by circumstances beyond Centraleyes’s reasonable control, including, for example, an act of God, act of government, fire, flood, earthquake, act of terror, civil unrest, or Internet service provider failure or delay will not be included in the calculation of SaaS Platform Availability.
  1. For any calendar month, the Performance Damages amount shall be determined as follows:

The product of: (i) one-twelfth of the annual Support Services Fee paid by Customer for the calendar month in which the unavailability occurred, and (ii) the applicable percentage from the following table:

SaaS Platform Availability %

Applicable Percentage

99.5 or greater0
99.5 – 98.013 %
97.9 – 96.027 %
95.9 – 94.040 %
Less than 93.960 %

2. The remedies set forth herein shall be Customer’s sole and exclusive remedies for any Centraleyes failure to meet any service level targets set forth in this SLA.

A. Each Party hereto has the power and authority to make, execute, deliver and perform its obligations under this SLA and all such action has been duly authorized by all necessary proceedings on its part, respectively.

B. This SLA has been duly and validly executed and delivered by each Party and constitutes the valid and legal binding agreement of each Party enforceable in accordance with its terms.

6. Customer Assistance. 

  • Customer represents and warrants: 
    To use the SaaS Platform correctly and in accordance with Centraleyes’s operating instructions, general IT good practice and with suitable consumable supplies;
  • To use the current release or version of the SaaS Platform made available to Customer and upload or upgrade the SaaS Platform with any New Releases made available to Customer;
  • To have individual or individuals suitably trained, by attending SaaS Platform training courses;
  • To notify Centraleyes promptly of any faults in writing via e-mail or other electronic means requested by Centraleyes. 
  • If requested, to list the error codes or listing output data, including operational conditions under which the fault occurred, which codes and data shall be considered Confidential Information of Centraleyes;
  • To take all reasonable precautions to protect the health and safety of Centraleyes’s employees, agents, and subcontractors while they are in Customer’s premises;
  • To make the SaaS Platform available to Centraleyes and supply all documentation and other information reasonably necessary to enable Centraleyes to diagnose and remedy any fault in the SaaS Platform; and

For the avoidance of doubt, any failure to satisfy the obligations set forth in this Section 6 of this SLA negates the responsibility of Centraleyes to perform the Support Services until such failure has been cured.

The terms of this SLA may be updated by the Company from time to time in accordance with its then current policies. Customer will receive at least 30 days advance notice before any changes in service levels take effect.