Digital Market SLA

Service Level Agreements

1. Availability.

Emerald X, LLC shall use commercially reasonable efforts to make the Digital Market software available at least 99.5% of each month during the Term, excluding “Scheduled Downtime” and “Other Causes” (“Service Level Commitment”). The software is available when users are able to successfully login to the application and access their project(s).  The Service Level Commitment provisions of this agreement apply only for Production environments.

• “Scheduled Downtime” means the downtime resulting from either a Force Majeure Event or for regular maintenance, improvements and upgrades.
• “Other Causes” means: (a) downtime caused solely by CUSTOMER’s use of the Service other than in accordance with the Agreement; (b) lack of availability or untimely response time from CUSTOMER with regard to incidents that require CUSTOMER’s participation for source identification and/or resolution; (c) the impairment or unavailability of minor features or functionality that do not adversely affect the end user experience or productivity such as cosmetic defects or pending requests for functionality or configuration changes not included in the core Service offering; (d) system impairment or unavailability caused by scheduled routine activities such as the loading of new data; and (e) CUSTOMER’s computers or network equipment and any third party activities, equipment or software not within Emerald X, LLC’s direct control.
• Scheduled Maintenance

Regularly scheduled maintenance time does not count as downtime and constitutes Scheduled Downtime. Maintenance time is considered regularly scheduled if it is communicated to CUSTOMER at least forty-eight (48) hours in advance of the maintenance time.

• Response Time Matrix.

Emerald X, LLC will assign a severity level for each technical problem based on CUSTOMER’s description of the problems.  CUSTOMER must be available to troubleshoot the technical problem with Emerald X, LLC until resolution and must provide all requested diagnostic information.

Severity	Definition
1	A critical problem requiring immediate resolution.  Problem may cause loss of data and/or restrict data availability.
2	A serious problem that affects major functionality.  No workaround is available, and operation continues in a restricted fashion.
3	A problem that does not have a major effect on business operations or for which an acceptable workaround exists.
4	A minor condition or request that has no significant effect on Customer operations.

Severity	Targeted Response Times
1	2 hour response
2	24 hour response
3 & 4	Next Business Day (Eastern Time) response