SERVICE LEVEL AGREEMENT

 

1. Definitions

1.1 "Service Level"
The measurements upon which the quality of Services is measured.

1.2 "Basic Service Level"
Any Service Level set forth in this Agreement or an applicable Purchase Order that is not a Critical Service Level.

1.3 "Critical Service Level"
Any Service Level that is described as "critical" in this Agreement or an applicable Purchase Order.

1.4 "Downtime"
Any period where the Services are not available to the end users, regardless of reason.

1.5 "Exempt Downtime"
Downtime where the parties have previously agreed upon the time and duration of such Downtime.  Only Downtime occurring during such previously-agreed period shall be deemed to be Exempt Downtime.  Exempt Downtime may also consist of regularly scheduled events such as scheduled maintenance which generally occurs each week from Saturday 10 p.m. Eastern Time to Sunday 6 a.m. Eastern Time.

1.6 "Force Majeure Event"
Any acts of God; floods, fires, earthquakes, explosions, or other natural disasters; war, invasions, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest; governmental authority, proclamations, orders, laws, actions, or requests; embargoes or blockades; epidemics, pandemics, or other national or regional emergencies; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortages of supplies, adequate power, or transportation facilities; and other similar events beyond the control of the parties.

1.7 "Performance Credit"
A single Performance Credit shall be one day of subscription fees calculated on a monthly basis assuming a 30-day month.

1.8 "Unscheduled Downtime"
All Downtime that is not Exempt Downtime.

1.9 All other capitalized terms will have the meaning assigned to them in the Master Services Agreement by and between Customer, idtPlans, and GeoCivix (the "Master Services Agreement").

2. Procedures
The establishment of Service Levels will be accomplished as follows:

2.1 Commencement
Service Levels are established as provided herein and will be measured starting on the "go live" date for the Services.  Service Level reporting will be put into effect starting on the "go live" date for the Services.

2.2 Service Level Changes
The Parties may agree to add, delete or modify Service Levels.  All such changes must be mutually agreed to in writing.  Should new technology or improved measurement capabilities be deployed by GeoCivix that impact the Service Level reports, GeoCivix and Customer will agree upon a new measurement process and amend this Service Level Agreement as appropriate.  Should GeoCivix and Customer agree to implement a new reporting mechanism, GeoCivix and Customer will establish new Service Levels to be aligned with the new reporting mechanism.

2.3 Downtime Incident Reporting
Upon receipt of a written request from Customer for a prior calendar month requesting information regarding a specific instance of Downtime, GeoCivix will provide Customer with a related incident report from which Customer may determine any Downtime.  In order to receive a Performance Credit in connection with a particular instance of Downtime, Customer must notify GeoCivix within thirty (30) days from the time Customer receives the incident report.  Failure to comply with this requirement will forfeit Customer's right to receive a Performance Credit for the applicable instance of Downtime.

2.4 Excused Failures
Failure to meet Service Levels will not be deemed to be a failure by GeoCivix if one of the following conditions exist: (i) the failure is mutually agreed not to be the fault of GeoCivix; (ii) the failure of Customer to carry out relevant obligations causing the failure; (iii) failure of equipment not provided by or maintained by GeoCivix; or (iv) Force Majeure Events.

2.5 Performance Credits
Performance Credits shall accrue due to Basic Service Level Failures (defined below) and Critical Service Level Failures (defined below).  All Performance Credits are cumulative, and issuance of Performance Credits shall not be deemed to waive any other right of Customer under the Agreement.

2.6 Basic Service Level Failure
If, in any given month, GeoCivix fails to meet a Basic Service Level for the services described herein (each, a "Basic Service Level Failure"), GeoCivix shall issue one (1) Performance Credit to Customer, which may, in GeoCivix sole discretion, either be paid to Customer in a cash payment to be received within thirty (30) days of any such request or be applied to the next billing period's charges.

2.7 Critical Service Level Failure
If, in any given month, GeoCivix fails to meet a Critical Service Level for the services described herein (each, a "Critical Service Level Failure"), GeoCivix shall issue three (3) Performance Credits to Customer, which may, in GeoCivix sole discretion, either be paid to Customer in a cash payment to be received within thirty (30) days of any such request or be applied to the next billing period's charges.

3. Service Level Metrics
In addition to any Service Levels described in detail in an applicable Purchase Order, and unless these Service Levels are expressly modified in an applicable Purchase Order, the following Service Levels are deemed to be default metrics and will apply to the Agreement.

3.1 Availability
The Services shall be online and available 99.9% of the time, excluding Exempt Downtime, as calculated for each calendar month.  If the Services are available between 99.5% and 99.89% of the time, a Basic Service Level Failure shall be deemed to have occurred.  If the Services are available between 99.00% and 99.49% of the time, two Basic Service Level Failures shall be deemed to have occurred.  If the Services are available between 98.50% and 98.99% of the time, a Critical Service Level Failure shall be deemed to have occurred.  If the Services are available less than 98.50% of the time, two Critical Service Level Failures shall be deemed to have occurred, and no fees shall be due to GeoCivix from Customer for the month that such failures have occurred. 

3.2 Backups
Failure by GeoCivix to produce an Incremental Backup shall result in one Basic Service Level Failure.  Failure by GeoCivix to produce a Weekly Backup shall result in one Critical Service Level Failure.

3.3 Support

The support service levels offered by GeoCivix to Customer are described below. Failure by GeoCivix to meet the service commitment for issues with a severity of High, Medium, or Low shall result in one Basic Service Level Failure per incident.  Failure by GeoCivix to meet the service commitment for issues with a severity of Critical shall result in one Critical Service Level Failure.

Severity	Definition	Response Time	Resolution Time
Critical	The issue causes the customer to be unable to work or perform some significant portion of their job. The issue affects many people. There is no acceptable workaround to the problem.	2 hours	Maximum of 24 hours
High	The issue causes the customer to be unable to work or perform some significant portion of their job. The issue affects many people. There is an acceptable and implemented workaround to the problem.	4 hours	Maximum of 5 business days
Medium	The issue causes the customer to be unable to perform some small portion of their job, but they are still able to complete most other tasks. May also include questions and requests for information. There may or may not be an acceptable workaround to the problem.	8 hours or next business day	Maximum of 30 business days
Low	The issue causes the customer to be unable to perform a minor portion of their job, but they are still able to complete most other tasks. The issue may only affect one or two customers. There is likely an acceptable workaround to the problem.	8 hours or next business day	Maximum of 90 business days

3.4 Support Hours
Standard support hours shall be conducted between the hours of 9:00am to 5:00pm CST (excluding weekends and holidays).  24x7 phone support shall be provided for administrative use and made available for issues that are considered to have a severity of 1 (Critical).

3.5 Support Channels
The following support channels are made available to all system users including applicants. If an applicant has a business process question or a question regarding a question on an application, GeoCivix will direct the applicant to contact the Customer directly for clarification.

a)       Knowledge Base – Use for quick answers to common questions.

b)      Support Ticket – Use to report an issue that is not critical in nature and can wait a few hours for a response.

c)       Phone Support – Use when immediate assistance is needed, and the issue is too complex to type out.

d)      Context Sensitive Help – Each web page contains context sensitive help. Simply hover over the help icon and a tooltip will provide on screen assistance.

e)      On Screen User Guides – On screen user guides are organized by role and action and include screen capture images for clarification.

f)        PDF User Guides – PDF user guides are based off the on-screen user guides and are organized by role and action and include screen capture images for clarification.

g)       Support Portal: https://support.GeoCivix.com

4. Upgrades & Maintenance

4.1 Quality Assurance

Prior to deployment, all release candidates shall undergo thorough testing and risk assessment.  Automated unit testing, regression testing, and quality assurance testing shall be utilized to provide a conservative and well-rounded approach to quality assurance.  Feature upgrades with an assessed value of Very Low and critical security patches may be released as minor weekly releases.  Any non-critical updates or updates with an assessed value above very low shall be accumulated for deployment as a major release.

4.2 Subscription Options

Customers will be provided the option to opt-in to receiving automatic notifications summarizing new features, scheduled maintenance windows, and product roadmap updates. 

4.3 Staging Environment

Upon request, and at the sole discretion of GeoCivix, customers may be granted access to development staging environments in order to test new features, provide feedback, and train users.

4.4 Update Frequency

Major updates are scheduled for release quarterly and are available for testing in the staging sandbox prior to deployment.  Major releases are defined as non-critical system patches or any feature addition or modification that has an assessed risk higher than very low.  Major releases typically require system downtime to deploy and are scheduled during off peak hours and published to customers. 

Minor updates including bug fixes, security patches, and features with a very low risk assessment are applied on demand during off-peak hours.

4.5 Forward Compatibility
New features and functions shall be deployed in the least disruptive way as possible, preferably in the off position.  Wherever possible, new features or system modifications shall be completely transparent to end users.  As features become available, users who have opted in to the system update blog shall be notified and have the option of enabling them on an as-needed-basis. 

4.6 Integrations and Customizations
For any customizations or integrations that may be affected by a new release GeoCivix shall put forth reasonable effort to identify any areas of risk and perform automated unit testing, regression testing, and quality assurance testing in the sandbox environment prior to notifying customers.  For any integrations with external systems, GeoCivix requests either continuous or on demand access to appropriate on-premise development environments to validate connectivity and functionality.  Customers shall be notified prior to release if there are any risks associated with the deployment.

4.7 Optional Maintenance

Unless otherwise noted, GeoCivix offers optional integration maintenance renewable on an annual basis.  This maintenance package ensures forward compatibility with new releases on the GeoCivix platform as well as consultant services with our development team to help identify and assess any areas of risk with updating or changing external systems.

5. Maximum Performance Credits
Notwithstanding the foregoing, the aggregate maximum number of Performance Credits to be issued by GeoCivix to Customer for events that occur in a single calendar month shall not exceed five (5) Performance Credits.

6. Termination Option for Chronic Problems
Either party may terminate this Service Level Agreement and the Master Services Agreement without liability or penalty by notifying the other party within ten (10) days following the occurrence of either of the following:  (i) Customer experiences more than five (5) Unscheduled Downtime periods in any three (3) consecutive calendar month period; or (ii) Customer experiences more than eight (8) consecutive business hours of Unscheduled Downtime due to any single event.  Such termination will be effective thirty (30) days after receipt of such notice by the terminating party.

7. Suspension
If GeoCivix is materially hampered in fully performing hereunder for any reason outside of GeoCivix reasonable control including without limitation any Force Majeure Event  Customer may suspend use of the Services and its obligations to make subscription fee payments to GeoCivix during the period of such Force Majeure Event.

8. Master Services Agreement
This Service Level Agreement is made a part of the Master Services Agreement, which is incorporated herein by reference.