This Service Level Agreement (“SLA”) is to be effective as of the date indicated in the associated Order Form (“Effective Date”) between Teem Technologies, LLC. (“Company”) and Customer (together the “Parties”). Capitalized terms not defined in this SLA will have the meaning provided in the Terms of Service. Upon execution of the Order Form on the Effective Date, Company and Customer hereby agree as follows:

 

1. Definitions.

“Authorized Contacts” means the named Customer employees or authorized agents who: (i) have sufficient technical expertise, training and/or experience with the Service to perform the Customer’s obligations under this Support Services Agreement; (ii) are responsible for all communications with Company regarding this Support Services Agreement, including case submission and Incident reports; and (iii) who are authorized by Customer to request and receive Support Services for the Service on behalf of the Customer.

"Available" means the website is responsive to standard HTTPS requests, and that it is fully functional.

“Business Days” are Monday to Friday during Normal Support Hours, excluding Company holidays.

“Enhancement Request” means a request by Customer to add functionality or enhance performance beyond the specifications of the Service and are not included as part of Support Services.

“First Level Support” means any support relating to calls from Customer’s customers, end users or affiliates or general resolution of user errors, network errors, provisioning errors, or malfunctions.

“Incident” means a single support question or reproducible failure of the Service to substantially conform to the functions and/or specifications as described in User Guides and reported by an Authorized Contact.

“Normal Support Hours” are 7:00 a.m. to 7:00 p.m. on Business Days in the U.S. Central time zone.

“Partner” an entity authorized to offer, sell and license to Services or Support Services.

"Routine Maintenance" means the amount of time, not to exceed eight (8) hours per month, for Company’s performance of maintenance, updates or error correction for the software, hardware, equipment and/or other infrastructure supporting the  Services, provided such work takes place only during weekends or after regular business hours in the time zones where the Customers are located. “Workaround” means a solution or correction to an incident that allows the Service to function substantially in accordance with the Documentation.

“Severity Level” means the Severity Levels as follows:

“Severity Level 1 or “S1” (Critical)” means an Incident where Customer’s production use of the Service is stopped or so severely impacted that the Customer cannot reasonably continue business operations. It may result in a material and immediate interruption of Customer’s business operation that will cause a loss of Customer data, restrict availability to such data or cause significant financial impact.

“Severity Level 2 or “S2” (Significant)” means an Incident where one or more important functions of the Service are unavailable with no acceptable Alternative Solution. Customer's implementation or production use of the Service is continuing but not stopped; however, there is a serious impact on the Customer's business operations.

“Severity Level 3 or “S3” (Less Significant)” means an Incident where: (a) important Service features are unavailable but an Alternative Solution is available, or (b) less significant Service features are unavailable with no reasonable Alternative Solution; Customers experience a minor loss of business operation functionality and/or an impact on implementation resources, or (c) Customer poses questions regarding basic functionality of the Service.

“Severity Level 4 or “S4” (Minimal)” means an Incident that has a minimal impact on basic functionality of the Service or could include billable support hours.

“Knowledge Base” is the online support portal that is accessible 24x7 at https://www.teem.com/support/.

“Response Time” means the targeted time period within which Company will use commercially reasonable efforts to contact Customer to acknowledge receipt of an incident report and to engage an appropriately skilled support resource, commencing from the time that Company receives all required information as specified in Section 7(b) “Incident Reporting”. Response Times are measured during Normal Support Hours.

“Support Services” means the English language support services for the Service provided by Company under the terms set forth herein, but do not include enhancement requests or excluded Support Services.

2. Service Levels and Warranty.

     a. Service Level. Except for Routine Maintenance (as defined below) and Force Majeure Events, Company shall ensure that the Services are available above the Target Availability Level percentage in the table below of the time during each month of the Term.

     b. Warranty. During any month in which Company fails to meet the Target Availability Level and upon written request by the Customer as described under Section 6, Company shall provide Customer with a Credit against the subsequent monthly fees otherwise payable by Customer as follows:

 

Standard SLA
Service Availability Attained	Credit %
Above 99.50% (the “Target”)	0%
Between 99.50% and 99.00%	5%
Between 99.00% and 98.50%	10%
Between 98.50% and 98.00%	15%
Below 98.00%	20%

  

     c. If there are two (2) consecutive months or if there are three (3) months during the Term, in which Company fails to meet the Target Availability Level, then Customer may terminate the Subscription Agreement by providing no less than fifteen (15) days prior written notice.

 

3. Term. The term of this SLA shall commence on the Effective Date and shall continue for the length of time referenced in the Order Form for the Services. This SLA shall apply during any initial term or renewal term of the applicable Service.

 

4. Fees. All fees associated with the SLA provisions such as Accelerated Support Services, if any, will be provided for on an Order Form.

 

5. Credit Request. In order to receive a credit under this Service Level Commitment, Customer must request it simply by emailing Company at support@teem.com, within five (5) days of the end of the applicable quarter. If Customer submits a credit request and does not receive a prompt automated response indicating that the request was received, Customer must resubmit the request because the submission was not properly received and will not result in a credit. Customers who are past due or in default with respect to any payment or any material contractual obligations to Company are not eligible for any credit under this Service Level Commitment. The service credit is valid for up to two years from the quarter for which the credit was issued. Company shall calculate any service level downtime using Company’s system logs and other records.

 

6. Support Services. For the duration of the Customer’s Term for Services, Company will provide Support Services. For the duration of the Term and any associated Renewal Term(s), Customer may access only the same level of Support Services for all users of the Service (i.e., Customer may not obtain Standard Support for certain Users and Accelerated Support for other Users of the Service). Company does not provide Support Services for problems that are caused by the hardware and/or software that Customer uses in conjunction with the Services (such as network products, web servers, and operating system software) or any modifications to the Service that have not been authorized by Company in writing.  In addition, under no circumstances will Company be obligated to provide Support Services for problems resulting from use of the Service other than as authorized in the Order Form and Terms of Service. Accelerated Support Level must be purchased by the Customer and indicated in the Order Form. The following shall govern Company’s provision of Support Services to you (Customer) pursuant to the level of Support Services that you have purchased or are otherwise entitled to.

 

     a) Scope of Support. Subject to the terms contained herein, Company shall provide support to Customer (and address all Incidents which may arise from Customer’s use of the Service) as follows:

 

Support Level: Standard Support
	Severity 1	Severity 2	Severity 3	Severity 4
Response Times	1 hour	2 hours	1 Business Day	3 Business Days
Method of Reporting	End Users must report an Incident via the Company Knowledge Base (or such other online reporting tools provided by Company). Authorized Contacts may report incidents using the telephone.
Number of Authorized Contacts	The number provided in the Order Form, but if not provided then Two (2) Authorized contacts
Support Hours	From 7:00 a.m. to 7:00 p.m. on Business Days in the U.S. Central time zone
Support Level:  Accelerated Support
	Severity 1	Severity 2	Severity 3	Severity 4
Response Times	30 Minutes	1 hour	3 hours	4 Hours
Method of Reporting	End Users or Authorized Contacts may report an Incident via the Company Knowledge Base (or such other online reporting tools provided by Company) or may also report Incidents via the telephone.
Number of Authorized Contacts	The number provided in the Order Form, but if not provided then six (6) Authorized contacts.
Support Hours	For End Users and all Incidents with Severities of 3 to 5, from 7:00 a.m. to 7:00 p.m. on Business Days in the U.S. Central time zone; and for Authorized Contacts a 24/5 coverage will be provided for all severity levels and a 24/7 coverage will be provided for Severities 1 and 2 only.

 

     b) Incident Reporting.
          i. Authorized Contacts. All reports of Incidents must be made to Company by End Users and Authorized Contact using the proscribed method. The Customer may substitute Authorized Contact(s) from time to time by giving Company prior written notice, including the relevant contact information for any new Authorized Contact.

          ii. Required Information. All Incident reports must, if applicable, include the following:

• The Customer’s identification number which Company shall provide to the Customer soon after the Effective Date of this Support Services Agreement;
• A reproducible test case that demonstrates the specific usage that causes the Incident being reported;
• Wording of all related error messages;
• A full description of the Incident and expected results; and,
• Any special circumstances surrounding the discovery of the Incident.

          iii. Information Sharing. Company may share such information and other information about Incidents with its contractors, vendors and/or third party application providers to support Company’s provision of the Support Services described herein.
   
         iv. Severity Levels. Company will work with Customer and will assign the appropriate severity level to all Incidents according to the Severity Level definitions. Company may reclassify Incidents based on the current impact on the Service and business operations as described in the Severity Level definitions. In the event Company determines that an Incident is in fact an Enhancement Request, it shall not be addressed under this Support Services Agreement.

         v. Company’s Obligations. Company will make available Support Services access during Normal Support Hours for the Customer to report Incidents and receive assistance. On receipt of an Incident report, Company shall establish whether there is an Incident for which the Customer is entitled to Support Services under this Support Services Agreement and, if so, shall:

• Confirm receipt of the Incident report and notify Customer of the Incident case number that both parties must then use in any further communications about the Incident.
• Work with Customer to set a severity level for the Incident based on the criteria set forth herein.
• Analyze the Incident and verify the existence of the problem.
• Give the Customer direction and assistance in resolving the Incident pursuant to the terms described herein.

          vi. Customer’s Obligations. Company’s obligation to provide Support Services is conditioned upon the Customer: (a) paying all applicable fees for Support Services, if any; (b) having valid access to the Service; (c) providing Company with all reasonable assistance and providing Company with data, information and materials as that are reasonably necessary; (d) procuring, installing and maintaining all equipment, telephone lines, communication interfaces and other hardware and software necessary to access the Service; (e) providing all First Level Support; (f) providing appropriate contact information for all Authorized Contacts(s); (g) utilizing the Company Knowledge Center for self-help research of known solutions, and (h) utilizing the Company Knowledge Center incident reporting portal to log all incident cases (except for Accelerated Support Customers who are also permitted to log S1 and S2 incidents via telephone).

 

     c) WARRANTY. COMPANY WARRANTS ONLY TO CUSTOMER THAT SUPPORT SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER. OTHER THAN AS EXPRESSLY STATED HEREIN, SUPPORT SERVICES ARE PROVIDED “AS IS.” COMPANY MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY.

 

7. General Provisions.

a. Integration and Amendment. This SLA incorporates by this reference the Order Form (as applicable) and the Agreement. The foregoing SLA constitute the entire understanding between the Parties, and accordingly the Parties (i) expressly disclaim any reliance on any and all prior discussions, emails, or RFP’s concerning the subject matter hereof and (ii) acknowledge there are no verbal agreements, representations, or warranties between the Parties. This SLA may be amended by Company in its sole discretion with notice to the Customer. Notices will be sufficient if provided to a user designated as an administrator of you applicable account either: (a) as a note on the screen presented immediately after completion of the log in authentication credentials at the log in screen, or (b) by email to the registered email address provided for the administrator(s) for Customer’s account.