Service Level Agreement

Service Level Agreement

Support and Service Level Agreement (SLA)
OIQ may revise this Support and Service Level Agreement (“SLA”) from time to time. Please direct any questions or comments regarding this SLA to support@outsideiq.com.

 

1. Definitions
Capitalized terms used in this agreement will have the meanings set forth below or as otherwise set forth in the relevant Section of the main body of the Agreement. If the definitions conflict, the definitions set forth below shall prevail.

 

“First Level Support” means to (a) answer, in the first instance, all questions and inquiries of any Licensed User concerning the use and operation of, and Problems concerning, the Software; and (b) in the first instance, attempt to resolve any Problems reported by Licensed Users.

 

“Maintenance Release” means any updates to the Services that are intended to correct Problems and may include minor enhancements to the Services as may be provided by OIQ from time to time during the term pursuant to this Agreement.

 

“Problem” means any defect, error, bug or other failure of all or part of the Services not conforming to, or performing in accordance with, the Specifications.

 

“Regular Support Hours” means 8 a.m. to 8 p.m. Eastern Standard Time during any Business Day.

 

“Resolution” means correction or elimination of a Problem.

 

“Resolution Time(s)” means the period of time within which OIQ will provide a Resolution.

 

“Response Time(s)” means the time period, commencing on OIQ Help Desk receipt of the technical support request indicating the occurrence of a Problem, within which OIQ shall deliver a response to Client confirming that OIQ received such technical support request and has commenced working on the Problem.

 

“Second Level Support” means to: (a) analyze and resolve any Problems or other matters concerning the Software that are referred to the OIQ Help Desk by the Client Help Desk that cannot be resolved by Client; (b) follow up directly with the Client Help Desk with respect to all matters concerning the Software that are referred to the OIQ Help Desk by the Client Help Desk; and (c) keep Client Help Desk reasonably apprised of the status of, or resolution of, any Problems or other matters concerning the Software that are referred to the OIQ Help Desk by the Client Help Desk.

 

“Targeted Resolution Time” means the period of time within which OIQ will use commercially reasonable efforts to provide a Resolution.

 

“Workaround” means a temporary solution to a Problem which results in the return of the Services to functional or operational status. For certainty, OIQ may provide such a solution through the provision of instructions that results in (or if followed by Client would have resulted in) such a temporary solution.

 

2. Maintenance and Support

 

(a) Maintenance Releases. OIQ shall provide Maintenance Releases to support Services to Client on the following terms:
i. OIQ shall have sole discretion over the provision of Maintenance Releases;
ii. Client may not refuse the provision of any Maintenance Release;
iii. the provision of Maintenance Releases shall be included at no extra charge;
iv. OIQ shall make available to Client any Maintenance Release as soon as it is made generally available by OIQ to any of its other clients; and
v. Client will be notified of any planned downtime for upgrades and patches to the service, at least 7 days in advance, and OIQ will use commercially reasonable efforts to schedule such planned downtime during non-Regular Support Hours.

 

3. Problem Management
(a)  First Level Support. Client shall use commercially reasonable efforts to provide First Level Support. Client shall designate at least one (1) and specific Personnel to provide First Level Support (the “Client Help Desk”) and provide OIQ with the telephone number and email addresses of all such Personnel. Client shall ensure that all Personnel of the Client Help Desk have sufficient qualifications, technical expertise and/or experience for Client to perform its obligations hereunder and will complete any training provided by OIQ. Client may substitute the Personnel (with the required qualifications) acting as Client Help Desk at any time by providing to OIQ prior written notice thereof.

 

(b)  OIQ Help Desk. OIQ shall establish, maintain and operate a help desk (the “OIQ Help Desk”) staffed by live personnel during Regular Support Hours. The OIQ Help Desk shall be accessible to the Client help desk at:
i. via email at support@outsideiq.com; and

 

ii. via telephone at 1.866.647.4111.

 

The OIQ Help Desk shall be staffed with the knowledge and expertise to: (a) reasonably answer and respond to commercially reasonable the inquiries and questions of Client Help Desk in respect of the use of the Services; (b) receive notice of Problems from Client Help Desk; (c) reasonably answer questions or inquiries of the Authorized Representatives concerning technical or operational matters relating to the Services; (d) use commercially reasonable efforts to respond to, diagnose and correct Problems; and (e) liaise with Client Help Desk in respect of any resolution of Problems.

 

Second Level Support. In the event that Client is unable to answer in the first instance any Licensed User inquiry or Problem, Client shall direct Client Help Desk to directly contact the OIQ Help Desk to provide Second Level Support. Client Help Desk shall continue to be the direct interface to such Licensed User in respect of such inquiry or Problem. Client shall promptly provide OIQ with all available information and reasonable assistance concerning any reported Problems or other client matters referred to OIQ for resolution.
Second Level Support. OIQ shall be responsible for all Second Level Support. To provide “Second Level Support” means that OIQ shall use commercially reasonable efforts to provide Technical Support and Maintenance Services (as described below) and implement and maintain a Problem Reporting and resolution process (as described below).
Service Problems. Client shall use commercially reasonable efforts to, and shall act reasonably in, reporting all Problems in accordance with the designated Problem priority level categories and descriptions. A Problem shall be deemed to be reported at such time as such Problem is first reported to the OIQ Help Desk. Client shall direct the Client Help Desk to report to OIQ Help Desk all Problems concerning the Software accurately according to the following Problem priority guidelines:

 

P1 any Problem causing the Services (or a critical function or component of the Services) to be inoperable or not available, substantially unusable or that materially affects Client’s ability to utilize the Services.
P2 any Problem causing the performance or functionality of the Services or a critical function of the Services to be substantially degraded under normal loads such that there is a severe impact on its use.
P3 any Problem related to the Services that does not qualify as a P1 or P2 level request.

 

Software Problem Reporting by OIQ. OIQ will promptly notify Client of all material Problems of which it becomes aware that are not reported by Client.
Software Problem Handling. OIQ will open an internal trouble ticket for all Client reported and OIQ identified Problems. Client shall use commercially reasonable efforts to provide OIQ with all available information concerning the Problem which is reasonably required and requested by OIQ to diagnose and evaluate the Problem. OIQ will manage Resolution of the Problem until Resolved and the Problem ticket is closed or until OIQ determines that a Resolution cannot be made despite OIQ’s commercially reasonable efforts to do so. OIQ will respond to technical support requests and will make commercially reasonable efforts to resolve Problems as follows:

 

Problem Priority Level Response Time Required Updates to Client Resolution Time
P1 – Emergency 2-hours Every 4-hours Within two Business Days
P2 – Important 4-hours Daily Within three Business Days
P3 – Medium 8-hours N/A Within ten Business Days

 

Resolution of a Problem may be achieved through the provision of a Workaround, provided that OIQ shall make commercially reasonable efforts to provide a permanent solution to the Problem in a subsequent Maintenance Release. The time to provide a Resolution or Workaround shall be measured commencing on the submission of the technical support request to the OIQ Help Desk and shall conclude when the Problem is Resolved. Response Times and Resolution Times for all Problems apply and shall be determined on a Regular Support Hours basis (i.e. upon receipt of a Problem OIQ will work continuously during Regular Support Hours until Resolved); and

 

(c) General Support Review Requests. Upon the request of Client at any time and from time to time, OIQ shall meet with Client to review the technical support provided in accordance with this Agreement and any of Client’s concerns with respect to same.

 

4. Performance
(a) The Service will be capable of processing submissions at a peak of not less than 500 per day.