Terms of Service

Support and Service Level Availability

 

  1. Definitions.
    1. “Uptime” is defined as all times when the ZEDEDA Software is available to be accessed and performing suitably to provide Customer the ability to conduct normal business functions.
    2. “Downtime” is defined as all times when the ZEDEDA Software is not available to be accessed, or is not stable or performing suitably to provide Customer the ability to conduct normal business functions, provided Downtime will not include Exception Times as described in the formula below.
    3. “Errors” means verified and reproducible malfunctions of the ZEDEDA Software that prevents the ZEDEDA Software from performing as described in Documentation.
    4. “Exception Times” are exceptions to the calculation of Downtime. Exception Times include times that Customer is unable to access the ZEDEDA Software due to: (i) maintenance performed during Scheduled Downtime (as defined below); (ii) a force majeure event; (iii) problems with Customer’s network, desktop, third party software applications, hardware or network connectivity; and/or (iv) misuse of the ZEDEDA Software.
    5. “Scheduled Downtime” consists of times when ZEDEDA performs system maintenance, backup and upgrade functions for the ZEDEDA Software that will render the ZEDEDA Software unavailable. For any Scheduled Downtime that will render the ZEDEDA Software completely unavailable, ZEDEDA will provide forty-eight (48) hours’ notice (except to the extent required to respond to a security or similar emergency in which case ZEDEDA will provide as much notice as possible). Customer may request that ZEDEDA reschedule (at ZEDEDA’s discretion) any Scheduled Downtime for Customer’s convenience.
    6. “Product Support Hours” are 8:00 a.m. to 7:00 p.m. Pacific Time, Monday through Friday, excluding holidays observed by ZEDEDA in the United States.
  2. Support. ZEDEDA is committed to providing its Customers with necessary support and access to knowledgeable personnel. ZEDEDA shall use commercially reasonable efforts to resolve Errors in a manner consistent with the requirements of this SLA.
    1. Severity Levels and Response Times. Upon Customer’s report of an Error, a ZEDEDA representative will acknowledge the report by issuing a confirmation to Customer, either by phone or email, and ZEDEDA will assign a severity level to the problem based on the type of issue reported, according to the following schedule:
    2.  

      Severity Level Description of Problem ZEDEDA Target Response Times
      Severity 1 An Error that (a) prevents the use of a critical function of the ZEDEDA Software, or (b) causes unscheduled downtime in the ZEDEDA Software. Respond within four (4) hours of issue being logged; it is recommended that all severity 1 issues be logged via a dedicated email address to Product Support.
       
      Problem worked 24 x 7 x 365 until resolved or work around provided.
      Severity 2 An Error under which the ZEDEDA Software is still functioning, but under which one or more minor functions are limited, restricted or impaired. Respond within eight (8) hours of issue being logged with ZEDEDA Product Support.
       
      Problem worked 24 x 7 x 365 until resolved or work around provided.
      Severity 3 Any other Error, questions related to the use of the ZEDEDA Software; or a request to be considered for future enhancements. Respond within two (2) Business Day of issue being logged with ZEDEDA Product Support.
       
      Problem worked before next major update of the ZEDEDA Software

       

    3. Customer’s Obligations Relating to Support Requests. In order to ensure that ZEDEDA is able to meet the response times set forth above and provide Support in the most efficient manner, Customer agrees, in addition to using its reasonable efforts to provide ZEDEDA with all relevant information reasonably necessary for ZEDEDA to respond to a Support request and Customer’s general cooperation: (a) to designate primary and secondary liaisons who have been trained on the ZEDEDA Software and to provide ZEDEDA with all necessary contact information for those individuals; (b) that all Support requests will be centralized through the primary and secondary liaisons; (c) to submit Support requests to ZEDEDA’s Product Support; (d) to use reasonable efforts to diagnose and resolve problems in the operation of Customer’s interface to the ZEDEDA Software prior to contacting ZEDEDA for Support; (e) to use reasonable efforts to confirm that reported problems are due to a malfunction of the ZEDEDA Software; (f) to use reasonable efforts to consult ZEDEDA-supplied documentation before submitting questions about the ZEDEDA Software to ZEDEDA; and (g) to work with ZEDEDA to return Support requests to reasonable levels if ZEDEDA deems that Customer’s Support requests exceed reasonable or typical levels for the ZEDEDA Software. Customer must notify ZEDEDA of any problems with the ZEDEDA Software in a timely manner (depending on the circumstances, but in no event later than thirty (30) days after becoming aware of an issue with the ZEDEDA Software).
  3. Service Level Agreement Warranty. As long as applicable Fees are paid as they become due and Customer has not breached the terms of the Agreement, ZEDEDA warrants to Customer (the “SLA Warranty”) that the System Availability, as calculated below, for the ZEDEDA Software will be not less than 99.90% (the “SLA Target”).
     


    where:
    “n” is the total number of hours in a given calendar month excluding Scheduled Downtime, and Exception Times; and
    “y” is the total number of Downtime hours in the given calendar month.

     
    For months in which services commence on other than the first day of the month, the calculation of System Availability will be prorated accordingly.

  4. SLA Warranty Credit Remedy. In the event ZEDEDA fails to comply with the SLA Warranty, then as Customer’s sole remedy and ZEDEDA’s sole liability, ZEDEDA will issue to Customer a credit to be applied against fees payable under the Agreement in accordance with the following:
    • First month of missed availability: 10% of the Fee paid for the applicable month for the ZEDEDA Software
    • Second consecutive month: 15% of the Fee paid for the applicable month for the ZEDEDA Software
    • Third consecutive month: 20% of the Fee paid for the applicable month for the ZEDEDA Software
    • Fourth consecutive month: 25% of the Fee paid for the applicable month for the ZEDEDA Software
    • Fifth consecutive month: 30% of the Fee paid for the applicable month for the ZEDEDA Software

    In order to receive credit hereunder, Customer must make a written request to ZEDEDA within thirty (30) days of the end of the applicable month. Credits will expire at the termination or expiration of the Agreement.

  5. Exclusion. ZEDEDA shall have no obligation to support: (a) altered or damaged ZEDEDA Software or any portion of ZEDEDA Software incorporated with or into other software; (b) any ZEDEDA Software that is not the then current release or immediately previous sequential release; (c) ZEDEDA Software problems caused by Customer’s negligence, abuse or misapplication, use of ZEDEDA Software other than as specified in the ZEDEDA’s user manual or other causes beyond the control of ZEDEDA; or (d) ZEDEDA Software installed on any hardware that is not supported by ZEDEDA. ZEDEDA shall have no liability for any changes in Customer’s hardware which may be necessary to use ZEDEDA Software due to a workaround or maintenance release.