- TECHNICAL SUPPORT CONTACTS. Service Provider will provide, through its customer support center (the "Company Support Center"), telephone, email, or web-based support to two (2) contacts mutually agreed upon by the parties (the "Technical Support Contacts"). They will be the only interface to the Company Support Center unless otherwise agreed-upon by the parties. In an emergency, a Service Provider Company Support Engineer will begin working on a problem for an unauthorized contact on an exception basis subject to later verification and involvement of a named Technical Support Contact. Additional Technical Support Contacts may be permitted for an additional fee.
- "Acceptance Criteria" means the written acceptance criteria mutually agreed-upon between the parties (as updated from time to time upon mutual written agreement of the parties).
- "Error" means a failure of the Services to materially conform to the Acceptance Criteria.
- "Start Time" means the time at which Service Provider is first notified of an Error by Company during Service Provider' regular business hours (i.e., Monday through Friday, 9 a.m. to 5 p.m. (Pacific Time)).
During the Term, Service Provider shall provide the support services described below to Company (the "Support Services"):
Standard Company Support Services. Service Provider shall provide customer support through its Company Support Center and Service Provider shall use commercially reasonable efforts to make such support available Monday through Friday, 9 a.m. to 5 p.m. (Pacific Time).
Exclusions from Service Provider' Support Services. Service Provider is not obligated to provide Support Services in the following situations: (a) the problem is caused by Company's negligence, hardware malfunction or other causes beyond the reasonable control of Service Provider; (b) the problem is with third party materials not provided by Service Provider; or © Company has not paid the Fees when due.
Response and Resolution
Service Levels. Service Provider will use commercially reasonable efforts to respond to customer support requests issued by the Technical Support Contacts (or such other contacts as Company designates from time to time and with the approval of Service Provider) within one (1) day of the Start Time. Service Provider will use commercially reasonable efforts to resolve the customer support request within 2 days of the Start Time by providing an updated or revised Deliverable for further review by Company.
Service Level Credits. If Service Provider fails to provide Customer Data that materially conform to the Acceptance Criteria as follows, then Service Provider shall issue service level credits in the amounts set forth below in Table 1 ("Service Level Credits"):
Table 1 - Service Level Credits
|Percentage of Customer Data delivered past Response Period or failing to meet Acceptance Criteria in a Calendar Month||Service Level Credit|
In no event shall the Service Level Credits exceed twenty five percent (25%) of the Fees in the affected calendar month. Company acknowledges and agrees that the Service Level Credits shall be Company's sole and exclusive remedy, and Service Provider' sole and exclusive liability, for any failure to meet the service levels described in this Exhibit A. Service Level Credits shall be calculated on a monthly basis and accounted for in the invoice for the month after the month in which the Service Level Credits accrued (e.g., Service Level Credits accrued for January will be included in the invoice for March). Service Level Credits must be utilized in the month following the month in which Service Provider failed to meet a service level. This credit will be Company's sole remedy for Service Provider's failure to meet a service level.