SERVICE LEVEL AGREEMENT
When needed, ThinkSmart will schedule downtime for routine maintenance or system upgrades (“Scheduled Downtime”) for the Service. ThinkSmart shall exercise commercially reasonable efforts to schedule Scheduled Downtime outside of peak traffic periods. ThinkSmart will use commercially reasonable efforts to notify Customer’s designated contact at least one calendar week prior to the occurrence of Scheduled Downtime.
- The Services will be accessible 98% of the time, 7 days per week, and 24 hours per day (“Uptime Commitment”), as calculated over a calendar month. Uptime Commitment shall not apply to, and ThinkSmart will not be responsible for, any downtime which: 1) lasts less than 15 minutes; 2) results from Scheduled Downtime; 3) results from the failure of communication or telephone access service or other outside service or equipment or software not the fault of ThinkSmart, including without limitation general network outages; 4) is caused by a third party not under ThinkSmart’s control; 5) is a result of causes beyond the reasonable control of ThinkSmart; or 6) results from failures of the System or the Customer API Kit.
- If ThinkSmart fails to meet its Uptime Commitment in any given month, Customer’s sole remedy and ThinkSmart’s entire liability will be for ThinkSmart to credit Customer’s account with “Service Level Credits”, to be applied against Customer’s next billing period as follows:
No. of Hours Below Uptime Commitment Service Level Credits 1 hours to 2 hours 1 day prorated monthly Subscription Fees > 2 hours to 24 hours 3 days prorated monthly Subscription Fees
- To receive a Service Level Credit, Customer must submit a written request for a Service Level Credit to Customer’s designated account manager or the ThinkSmart support team. To be eligible, the request must (i) include the dates and times of each incident of downtime experienced by Customer in the preceding month; and (ii) be received by ThinkSmart within ten business days after the end of the billing cycle in which the downtime occurred.
- Upon receipt of a Service Level Credit request in compliance with the above requirements, ThinkSmart shall have 30 days to review the request and to validate the information provided. If ThinkSmart determines in good faith that the Services failed to meet the Uptime Commitment as alleged in such a request, then ThinkSmart will apply such Service Level Credits to Customer’s immediately succeeding billing period. Customer’s failure to comply with the provisions of Section 2.C. above will disqualify it from receiving a Service Level Credit.
Support Hours and Methods.
ThinkSmart shall use commercially reasonable efforts to provide email and phone support to Customer’s Liaison during regular business hours, M-F 9 a.m. to 5 p.m. Pacific Time. Problems may be reported any time, however, ThinkSmart will not be obligated to assign work after business hours (9 a.m. to 5 p.m. Pacific Time) to problems that are not classified as Priority 1/ASAP.
ThinkSmart observes the following holidays: New Year’s Day, Martin Luther King Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Eve Day, and Christmas Day.
Upon receiving a call or request, ThinkSmart will classify and prioritize the problem according to the following criteria (it being understood that in the event that ThinkSmart completes a workaround that relegates the applicable problem to a lower priority level, the service levels applicable to that lower priority level will apply going forward):
Priority Description Response Time Target Resolution Time Priority 1/ – ASAP The issue renders the mission critical real time processing features and functionalities of the Service completely unavailable, unresponsive, or inoperable, and there is no workaround. 4 business hours 1 business day Priority 1 Process cannot complete and there is no workaround, but the condition does not interrupt all functions of the Service. 1 business day 10 business days Priority 2 Process cannot complete, but there is a workaround that allows Customer to use the Service. 2 business days 15 business days Priority 3 This priority addresses “cosmetic” type calls with no financial or processing impact. 5 business days One month