Service Level Agreement Terms

These Service Level Agreement Terms ("SLA Terms") effective as of the Start Date are subject to the Vendor Master Terms and Conditions located as set forth at https://policies.oath.com/us/en/oath/terms/vendor/mastertnc/index.html and are part of the Agreement. Except for terms defined herein, capitalized terms used and not defined herein shall have the meanings as set forth in the Agreement.

  1. DEFECTS.
    1. Problem Resolution. Vendor will provide problem resolution for Defects in accordance with the service priorities and effort standards provided herein. For the avoidance of doubt, the problem resolution provided by Vendor must correct the Defect for the version of the Service used by Oath. Vendor shall not be deemed to have satisfied its obligation to resolve Defects by requiring Oath to move to a new version of the Service.
    2. Notification of Known Defects. Vendor will notify Oath in writing concerning all known Defects, including Defects in any Documentation, as such Defects become known to Vendor. Vendor will correct such Defects or develop a work-around, patch or other fix, and furnish Oath with such correction, work-around, patch or other fix as required under Section 2, below.
    3. Remote Access. At Oath’s request, Vendor will provide remote technical assistance and consultation for (i) general help in the use of the Services during Oath’s normal business hours, and (ii) reporting of Priority One or Priority Two Defects, twenty-four (24) hours per day, seven (7) days per week.
    4. Continuing Repair. A Defect shall not be considered to have been repaired or restored to satisfactory operating condition, if the Defect requires additional remedial maintenance within eight (8) hours of any completed remedy, repair or restoration of Service.
    5. Maintenance Log and Reports. Vendor will maintain a log setting forth, in reasonable detail, all remedial maintenance and/or corrective measures performed on the Services, and Vendor will make such log available to Oath upon its request. In addition, Vendor will provide Oath with a written report, on a weekly basis, summarizing for the reporting period: (i) all remedial maintenance and/or corrective measures provided by Vendor, including Maintenance as governed by the Software Terms, if applicable, (ii) all other Services provided by Vendor, (iii) the actual on-site response time of Vendor’s Personnel to each Oath notification of a Defect, (iv) the duration of each Defect, (v) the time expended on-site by Vendor until the Services were restored to proper operating condition, (vi) the “root cause” of each Defect corrected by Vendor, and (vii) corrective actions taken by Vendor to prevent the reoccurrence of a Defect.
  2. PRIORITY RESPONSE FOR DEFECTS.
    1. Priority One Defects. Vendor will initiate diagnostic and remedial measures within one (1) hour of Oath’s telephonic, electronic or other notification of a Priority One Defect, and work continuously and diligently until the Priority One Defect has been remedied. If Vendor cannot satisfactorily remedy a Priority One Defect by remote means within two (2) hours of notification, Vendor, at no additional cost to Oath, will send Personnel to the applicable Oath Site and continue to apply dedicated efforts and resources until the Defect is remedied. Vendor will periodically advise Oath concerning Vendor’s progress.
    2. Priority Two Defect. Vendor will initiate diagnostic and remedial measures within four (4) hours of Oath’s telephonic, electronic or other notification of a Priority Two Defect, and work continuously and diligently until the Priority Two Defect has been remedied. If Vendor cannot satisfactorily remedy a Priority Two Defect by remote means within twenty four (24) hours of notification, Vendor, at no additional cost to Oath, will send Personnel to the applicable Oath Site and continue to apply dedicated efforts and resources until the Defect is remedied. Vendor will periodically advise Oath concerning Vendor’s progress.
    3. Priority Three Defect. Vendor will endeavor to correct the Priority Three Defects and furnish a remedy no later than the next service update or six (6) months, whichever is earlier.
  3. SLA CREDITS. The Services will be available for Oath’s use for a minimum of ninety nine point ninety nine percent (99.99%) of the time. For each percentage point (or portion thereof) less than ninety nine point ninety nine percent (99.99%) that the Services are not available for Oath’s use as a result of a Priority One Defect, Oath will be entitled to a credit equal to five percent (5%) of the fees payable or paid for the Services. If Vendor cannot remedy a Priority Two Defect within ten (10) days after initial notice, then Oath will be entitled to a credit equal to the pro-rated portion of the fees payable or paid for the period between the date of Oath’s initial notification of the Defect and the date the Defect is properly remedied. Oath will not be entitled to both a credit associated with a Priority One Defect and a credit associated with a Priority Two Defect for the same Defect.
  4. DEFINITIONS.
    1. “Priority One Defect” means a Defect that, in the reasonable judgment of Oath, renders the Services inoperable or is causing a serious adverse impact to Oath’s business operations.
    2. “Priority Two Defect” means a Defect that, in the reasonable judgment of Oath, materially impairs the performance of one or more facilities or functions of the Services with the consequence that Oath’s business can be performed but in a restricted or inefficient manner.
    3. “Priority Three Defect” means a Defect that, in the reasonable judgment of Oath, does not significantly affect Oath’s day-to-day business operations, but the performance or efficiency of Oath’s business operations might improve if such Defect were to be corrected.


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These SLA Terms were last updated on January 1, 2018

 

 

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