Exhibit A
Celer Service Level Commitments and Support Services

As of July 2015

 

Commencing on the date the Service to the Subscriber commences (the “Subscription Term”), Celer will provide Service Level Commitments (SLC) Credits (defined in Section 3 below) and Support Services in accordance with the SLC and Support Services Terms as defined herein. In the event of any conflict between the Agreement and the Service Level Commitment and Support Services Terms, the SLC and Support Services Terms will prevail. The SLC and Support Services incorporate the definitions set forth in Section 1 of the Teripix User License Agreement.

 

1. Exhibit Definitions
“Subscriber Core Group” means Subscriber’s employees who have been trained on the Service and who are familiar with Subscriber’s business practices.

 

Subscriber User Community” means all users who input, extract or view data in the Service, including all Registered Contributors.

 

Downtime” means any period, greater than 4 hours, within the Scheduled Available Time during which the Subscriber is unable to access or use the Service because of an Error (as defined below), excluding (i) any such period that occurs during any Scheduled Downtime and/or Recurring Downtime (as defined below), or (ii) document preview, search, FTP or synch functions of the Service.

 

Error(s)” means the material failure of the Service to conform to its published functional specifications.

 

Procedural Issues” means those issues that are to be addressed by Subscriber through adjustment of a specific business process to accomplish work in the Service.

 

Request” means a modification to the Service outside of the scope of the functional specifications.

 

Scheduled Available Time” means 24 hours a day, 7 days a week.

 

Scheduled Downtime” means the time period identified by Celer in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time.

 

Uptime Percentage” means the total number of minutes of Scheduled Available Time for a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes of Scheduled Available Time in such calendar month. Uptime Percentage will be calculated by Celer solely using records and tools available to Celer.

 

User Administration Support” means issues that impact the usability of the Service and are addressable through the adjustment of Registered Contributor’s access privileges, processes or procedures.

 

2. Scope of Service Level Commitments.
Celer’s obligations do not extend to Errors or other issues caused by:

 

1. any modification of the Service made by any person other than Celer;

 

2. any third party hardware or software used by Subscriber or any Registered Contributors except as otherwise provided in the then current Documentation;

 

3. the improper operation of the Service by Subscriber or Registered Contributors;

 

4. the accidental or deliberate damage to, or intrusion or interference with the Service;

 

5. the use of the Service other than in accordance with any user Documentation or the reasonable instructions of Celer;

 

6. ongoing test or training instances of the Service provided to Subscriber; or

 

7. services, circumstances or events beyond the reasonable control of Celer, including, without limitation, any force majeure events, the performance and/or availability of local ISPs employed by Subscriber, or any network beyond the demarcation or control of Celer.

 

3. Scheduled Downtime and Guaranteed Up Times
Celer will use commercially reasonable efforts to provide at least 24 hours’ prior notice before implementing any Scheduled Downtime. Commencing on the effective date of the applicable Subscription Term, in the event the Service experiences an Uptime Percentage of less than 99.9% in any calendar month, Celer will provide to Subscriber a credit (“SLC Credit”) equal to the credit percentage identified in the table SLC Credits table below multiplied by the Subscriber’s fees paid to Celer for the Service that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). Subscriber will submit a written SLC Credit request to Celer in writing within 30 days of such Downtime. The SLC Credit is Subscriber’s sole and exclusive remedy for any failure by Celer to meet any performance obligations pertaining to the Service, including, without limitation, any support obligations except as provided in the User License Agreement.

 

Celer reserves the right to temporarily suspend Subscriber’s or a Registered Contributor’s access to the Teripix Service as set out in the User License Agreement. Any such suspensions based on repairs, technical problems, outages or maintenance services will be subject to the Service Level Commitments if any purchased by Subscriber.

 

SLC Credits Table

Uptime Percentage Credit Percentage
Equal to or greater than 99% but less than 99.9% 10%
Less than 99% 25%

 

 

4. Availability of SLC Credits
Subscribers who are past due on any payments owed to Celer are not eligible to receive SLC Credits. Celer will issue SLC Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid. In order to receive any SLC Credit, Subscriber must notify Celer within 30 days from the time Subscriber becomes eligible to receive a SLC Credit. Failure to comply with this requirement will forfeit Subscriber’s right to receive a SLC Credit. In no event will the total amount of SLC Credits if any, exceed the fees paid by Subscriber for the corresponding month.

 

5. Support Services
Celer will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any Documentation; (b) visits to Subscriber’s site; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services (“Professional Services”) associated with the Service, including, without limitation, any custom development, or data modeling.

Celer will provide email and/or phone support as specified at support@celerimages.com and/or contact us via phone at an agreed service number at time of signing. This excludes Celer corporate holidays and national U.S. holidays except where

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