Standard Service Level Agreement

Monscierge provides support via web, email, and telephone, during standard business hours Monday to Friday. 24/7 web portal access and support via email is available.

Support is provided for hardware and software services provided directly by Monscierge and does not include additional third-party systems. Projects in development, or beta stages are not included, unless specifically defined.

1. Description of Services. In providing the SaaS Solution, Licensor shall, without limitation:
   1. Provide all software necessary to host and serve the SaaS Solution.
   2. Install and operate the SaaS Solution on a Server owned and maintained by Licensor (or its permitted Third-Party Host)
   3. Allow access to the SaaS Solution over the Internet and provide secure and confidential storage of all information transmitted to and from the SaaS Solution.
   4. Provide the Services necessary to personalize or customize the SaaS Solution, as may be specified in this Agreement.
   5. Provide End User access to the SaaS Solution.
   6. Provide Client's and/or End Users with End User IDs and Passwords, as necessary.
   7. Maintain the correct operation of the SaaS Solution and provide maintenance and support services as specified herein.
   8. Comply with the Service Level Obligations.
   9. Provide telephone support for End Users in the operation of the SaaS Solution and administration of End Users IDs and Passwords.
2. Minimum Hosting Specifications.
   1. System Availability. Licensor shall maintain the Client Software and the equipment upon which the SaaS Solution is provided with a minimum availability of 99.95% (the "Uptime Requirement") and shall take such corrective action as may be required to comply with the Uptime Requirement, including but not limited to the addition of new hardware or increasing hardware performance. SaaS Solution unavailability shall be deemed a "System Outage."
3. System Outages, Response & Resolution.
   1. Licensor shall perform industry standard continuous monitoring and management of the SaaS Solution to optimize availability. Licensor shall maintain redundancy in all components such that services outages are less likely to occur due to individual component failures.
   2. Licensor shall notify Client of any know System Outage as soon as reasonably practicable given the circumstances. Client may notify Licensor of a System Outage by contacting Licensor via telephone at [1-888-426-5730] or email at support@monscierge.com, or such other telephone number or email address as Licensor may provide to Client from time to time in writing.
   3. Telephone Support. Licensor shall provide reasonable telephone and email support in the form of advice and counsel on Client's and End Users' use of the SaaS Solution. Telephone and email support shall be provided from 6 AM to 7 PM Central Standard Time, seven (7) days a week. In the event of a System Outage, Licensor shall use its best efforts to identify the cause of such event or occurrence and shall diligently and promptly work to resolve such outage condition until resolution in accordance with the following error classification and response schedule:
   4. Error Classification

      Error Severity Level	Determination Criteria
      Severity Level 1	Fatal: Errors that meet the following criteria: Errors that cause the SaaS Solution to cease operating or cease operating in any material respect; Material errors in essential functions for which no work around exists; Errors that cause a loss of data; or Any error that permits unauthorized access to Personal Information or any loss thereof.
      Severity Level 2	Severe Impact: Errors that meet the following criteria: Errors that disable essential functions but for which a work around exists; Errors that violate material specifications; or Errors that result in inconsistencies in reported data.
      Severity Level 3	Non-Critical Impact: Errors that disable only non-essential functions identified in the applicable documentation.
      Security Level 4	Minimal Impact: Non-critical problems generally categorized as an enhancement to be prioritized for inclusion in the next version of the SaaS Solution.

   5. Response Schedule.

      Error Classification	1st Level Response	2nd Level Response	3rd Level Response
      Severity Level 1	3 business hours	1 business day	Next minor release
      Severity Level 2	8 business hours	3 business days	Next minor release
      Severity Level 3	2 business days	To be scheduled	As appropriate
      Severity Level 4	7 business days	To be scheduled	As appropriate

      1. 1st Level Response- Acknowledge receipt of error report.
      2. 2nd Level Response - Provision of patch, identification of work around, temporary fix, or other temporary resolution of the error and documentation of corrections.
      3. 3rd Level Response - Official object code fix incorporated in the next Upgrade or Minor Release of the SaaS Solution or a code based work around (supported by Maintenance) and reflected in the updated documentation.
      4. Severity 1 Level Error- Within the response time, Licensor shall assign sufficient support personnel on a 16-hour per day basis to work on correcting the error.
      5. Severity Level 2 Error - Within the response time, Licensor shall assign sufficient support personnel on an 8-hour per day basis to work on correcting the error.
      6. To Be Scheduled" means that the Parties shall address the error at the next scheduled project review meeting and in good faith agree on a suitable 2nd Level Response period.
      7. As Appropriate” means the response agreed to at the project review meetings.
   6. Reporting and Escalation. Client's Support Representatives shall report errors and defects to Licensor to one of the contacts designated by Licensor. For Severity Level 1 errors or defects, Client's Support Representatives shall, in addition to any notification by another other means, notify Licensor by telephoning a support specialist. In the event Client cannot make contact with a Licensor's support specialist, Client shall continue its efforts to personally notify Licensor by calling the following Licensor representatives in the order listed until a Licensor Representative is contacted in person:
      • Account Manager
      • EVP of Sales
      • EVP of Operations
      • General Counsel
      • Chief Financial Officer
      • Chief Executive Officer
4. Server Response Time. The mean response time for server response ("Server Response Time") to all access to the SaaS Solution shall not exceed one (1) second averaged in each one (1) hour period. Licensor is responsible for continuous monitoring and optimization of the servers used to provide the hosting Services. As of the Effective Date, Licensor is not aware of any known capacity/performance issues in providing the applicable hosting Services. If during the Term, Licensor becomes aware of any such issues, Licensor shall take such corrective action as may be required to increase or improve the server capacity in order to maintain the Server Response Time requirement set forth above. The number of concurrent End Users established as the basis for calculating or measuring the Server Response Time shall be determined from the peak number of End Users from the preceding month.
5. Maintenance. Licensor will use commercially reasonable efforts to limit scheduled and emergency maintenance. Licensor may perform scheduled maintenance ("Permitted Maintenance”) from 12:01 AM to 3:00 AM Sunday (Central Time)] ("Permitted Maintenance Window”). This maintenance may prevent the SaaS Solution from being accessed or used during this time period. All scheduled maintenance will be announced no less than twenty-four (24) hours in advance to the Client technical contact person via email. End Users who attempt to access the SaaS Solution while maintenance is occurring will see a notification that the SaaS Solution is temporarily unavailable due to regular maintenance with instructions regarding when the SaaS Solution should again be available.
6. Backup Server. Licensor shall maintain one (1) complete and current copy of the SaaS Solution on a server located at a geographically different location from the Server, which, in the event that service is interrupted to the SaaS Solution, can be immediately activated so that access to the SaaS Solution continues without interruption.
7. Termination Levels. Notwithstanding anything to the contrary in the Agreement that permits a "cure period” for any material breach of the Agreement or a Schedule, Licensor's failure to meet the SaaS Solution Responses for Severity Level 1 and Severity Level 2 errors may be deemed a "material breach” not subject to such cure period and Client may, in its sole discretion terminate this Agreement upon the occurrence of any of the following circumstances:
   1. Licensor's failure to meet the SaaS Solution Response for Severity Level 1 error conditions two (2) times during any rolling twelve (12) month period;
   2. Licensor's failure to meet the SaaS Solution Response for Severity Level 2 error conditions four (4) times during any rolling twelve (12) month period;
   3. Licensor's failure to meet the SaaS Solution Response for Severity Level 1 or 2 error conditions in any combination four (4) times during any rolling three (3) month period;
   4. Licensor's failure to meet the Uptime Requirement for two (2) consecutive months; or
   5. Licensor's failure to meet the Uptime Requirement for any three (3) months during any rolling twelve (12) month period.
8. Credits
   1. System Availability Credits. If in any month the Service Availability is less than 99.99%, Licensor shall provide a credit to Client in accordance with the following schedule, with the credit being calculated on the basis of the monthly service change for the affected service:

      Service Availability	Credit Percentage
      < 99.00%	10%
      < 97.00%	15%
      < 95.00%	20%
      < 90.00%	25%
      < 80.00%	50%
      < 70.00%	100%

   2. Response Failure Credits. In the event Licensor fails to meet the SaaS Solution Response for Severity Level 1 or Severity Level 2 errors, Licensor shall credit Client five percent (5%) of the applicable monthly fee (prorated based on the annual fee paid, if applicable) paid to Licensor for affected Services hereunder, for each failure to meet such SaaS Solution Response for Severity Level 1 or Severity Level 2 errors; provided that Licensor shall not be responsible for any failure of performance, software, or hardware, or any delay or defect, caused by Client or by any Other Software Providers.
9. Disaster Recovery Plan. Licensor shall maintain, and in the event of a disaster, operate in accordance with, the written plan which describes in detail how the Licensor will maintain the ongoing performance of the Hosting Services and make the SaaS Solution available to End Users in the event of a disaster.