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10.5 Non-Assignability. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Estimates / Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, Licensor will refund to Licensee any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
SOFTWARE AS A SERVICE (SaaS) SERVICE LEVEL AGREEMENT
e-PlanSoft™ (“The Company”) agrees to provide 99.5% uptime with respect to the Client’s Hosted Service during each calendar quarter for the term of service excluding regularly scheduled maintenance times for e-PlanREVIEW® (EPR) and goPost™ Public Portal.
Scheduled and Unscheduled Maintenance
Regularly scheduled maintenance time does not count as downtime. Maintenance time is regularly scheduled if it is communicated in accordance with the notice section set forth below at least four (4) business days in advance. Regularly scheduled maintenance time will occur on the weekends (Sunday 6pm-midnight) or off hours on weekdays (Monday-Friday, midnight-5am). The Company hereby provides advanced Notice for routine scheduled maintenance as needed.
The Company in its sole discretion may take the Service down for unscheduled maintenance and in that event will attempt to notify Client in advance in accordance with the Notice section set forth below. Such unscheduled maintenance will be counted against the uptime guarantee.
Updates/Notice
This Service Level Agreement may be amended by The Company, in its discretion, but only after providing thirty (30) day notice. Notices will be sufficient if provided to a user designated as an administrator of your 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 Client’s account.
This Service Level Agreement cannot be amended or modified without a written signature on paper by both parties agreeing to the change. Notices will be sent by Certified mail, Return Receipt Requested, postage prepaid and will be deemed received three (3) days after the date of deposit in the US mail.
Exclusion of Sandbox and Beta Accounts
Product sandbox, beta, pilot and debugger and other test environments are expressly excluded from this or any other service level commitment.
Support Hours
Client support is available Monday-Friday from 6am- 6pm Pacific Standard Time, excluding the following holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Day After, Christmas Day through New Year's Day.
Live‐Production Incident Handling – Standard Support
The following incident handling and time frames are applicable to live-production environments only. Client will designate personnel who will interface with The Company’s Client Support Department.
Online Self Support: The Company will provide to Client at no expense an online Knowledge Base and Online Self Support Site where Client may research issues and questions, report maintenance incidents and receive information regarding new releases and patches.
Incident Handling: The Company will provide an incident handling mechanism for Client maintenance requests. The incident handling process will include the following:
Access to the e-PlanSoft online ticketing system.
All support tickets and bug reports will be recorded in the ticketing system.
The Company will only respond to incidents reported via the online ticketing system.
Client will receive an e-mail with the assigned ticket number.
Priority and Severity will be determined by the problem based upon the definitions below.
Ticket Handling: Ticket Handling defines the priority assigned to a specific support request which therefore sets the order, timing, and level of effort in resolving a case:
Severity | Description of Severity | Response Time | Resolution Time |
Level 1 - Critical | Issue occurring on production system preventing business operations. Users are prevented from working with no reasonable workaround. | The Company will respond with confirmation of receipt of incident. Follow-up will be provided via the ticket system every 60 minutes. | Upon confirmation of receipt, The Company begins continuous work on the problem and will put forth the effort to provide a workaround, fix, or estimated completion date within 72 hours after the problem has been diagnosed and/or replicated or provided there is an client representative available to assist with issue diagnosis and testing during the resolution process. |
Level 2 - High | Issue occurring on production system, impacting business but not preventing business operations. Users are impacted, but able to proceed with a reasonable workaround. | The Company will respond with confirmation of receipt of incident. Follow-up will be provided via the ticket system every 24 hours. | Upon confirmation of receipt, The Company will put forth the best effort to provide a workaround or fix or estimated completion date within 14 business days after the problem has been diagnosed and/or replicated. |
Level 3 - Medium | Issue causing a partial or non-critical loss of functionality or inconvenience on production system. Users are able to proceed with a reasonable workaround. | The Company will respond with confirmation of receipt of incident. Follow-up will be provided via the ticket system every 3 business days. | Upon confirmation of receipt, The Company will put forth the best effort to provide a workaround or fix or estimated completion date within 21 business days after the problem has been diagnosed and/or replicated. |
Level 4 - Low | Issue occurring on non-production system; also, a question, comment, feature request, documentation issue or other non-impacting issue. | The Company will respond with confirmation of receipt of incident. Follow-up will be provided via the ticket system every 5 business days. | Resolution for the issue may be released as a patch set or be incorporated into a future release of the product. |