BeyondTrucks Service Level Agreement

STANDARD CUSTOMER SUPPORT 

1. Definitions. For purposes of this Service Level Agreement (the “SLA”), the following terms have the meanings set forth below. All initial capitalized terms in this SLA that are not defined in this Section 1 shall have the respective meanings given to them in the Agreement.  


 "Client Cause" means any of the following causes of an Error: (a) any negligent or improper use, misapplication, misuse, or abuse of, or damage to, the Services by Client or its authorized user; (b) any maintenance, update, improvement, or other modification to or alteration of the Services by Client ; (c) any use of the Service by Client in a manner inconsistent with the then-current Documentation; (d) any third-party products;  (e) any use by Client of a non-current version or release of the Services; or (f) Client’s environment, network, hardware or software.


  “Documentation” means Provider’s published user documentation for the  "Error" means any reproducible failure of the Software as a Service (the “Service”) to operate in all  material respects in accordance with the Documentation, including any problem, failure or error referred to in the Service Level Table.


 "Agreement" means the Service Agreement between Client and Provider. 


 "Support Hours" means 9 am to 6 pm EST, 5 days a week, excluding United States public holidays.  


 "Support Request" has the meaning set forth in Section 3.1.   


"Support Services" means Provider’s support of the then-current version and  release of the Service.   


2. Support Services. Provider shall provide Support Services for the Service during the Support Hours throughout the Term in accordance with the terms and conditions of this SLA including the Service Commitment (defined below)  

2.1 Service Commitment. The Service will be made substantially available to Client  no less than 99.0% during each thirty (30) day period of the Term of the Agreement with such measurement period starting on each 1st day of each calendar month (excluding maintenance activities) (the “Service Commitment”).   


3. Support Requests and Client Obligations.  


3.1 Support Requests. Client may request Support Services via the help beacon available in the Provider’s software. Client shall include in each support request a description of the reported Error, sufficient details related thereto, and the time Client first observed the Error.   


3.2 Client Obligations. Client shall provide the Provider with prompt notice of any Errors and such other reasonable cooperation and assistance as Provider may request.  


3.3 Priority Levels.  Provider will respond to support issues in accordance with the Priority Levels described in the table below.  Provider will classify the Priority Level of each issue in Provider’s reasonable discretion, and will consider any input offered by the Client in such regard.   


  1. Service Credits.  


4.1 Service Credit Amounts. If the Service fails to comply with the Service Commitment, the Client will be entitled to the corresponding service credits specified in the table below ("Service Credits"), provided that the relevant Error did not result from a Client Cause, scheduled maintenance or an event of force majeure.   

Dedicated Premium Customer Service refers to direct contact method to a senior customer support agent during Support Hours. 

4.2 Compensatory Purpose. The parties intend that the Service Credits constitute compensation to Client, and not a penalty. The parties acknowledge and agree that Client's harm caused by Provider’s delayed delivery of the Support Services would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Service Credits are a reasonable estimate of the anticipated or actual harm that might arise from Provider’s breach of its Service Level obligations. Provider’s issuance of the Service Credits is Provider’s sole liability and entire obligation and Client's exclusive remedy for any Provider breach of Provider’s Service Level obligations.  

4.3 Issuance of Service Credits. Provider shall, for each invoice period under the Agreement, issue to Client, together with Provider’s invoice for such period, a written acknowledgment setting forth all Service Credits to which Client has become entitled during that invoice period. Such Service Credits are only valid during the Term, apply only to Clients without past-due amounts owed, are non-transferable, and any unused Service Credits will be non-refundable upon the termination of the Agreement.   
Dedicated Premium Customer Service refers to direct contact method to a senior customer support agent during Support Hours. 

4.2 Compensatory Purpose. The parties intend that the Service Credits constitute compensation to Client, and not a penalty. The parties acknowledge and agree that Client's harm caused by Provider’s delayed delivery of the Support Services would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Service Credits are a reasonable estimate of the anticipated or actual harm that might arise from Provider’s breach of its Service Level obligations. Provider’s issuance of the Service Credits is Provider’s sole liability and entire obligation and Client's exclusive remedy for any Provider breach of Provider’s Service Level obligations.  

4.3 Issuance of Service Credits. Provider shall, for each invoice period under the Agreement, issue to Client, together with Provider’s invoice for such period, a written acknowledgment setting forth all Service Credits to which Client has become entitled during that invoice period. Such Service Credits are only valid during the Term, apply only to Clients without past-due amounts owed, are non-transferable, and any unused Service Credits will be non-refundable upon the termination of the Agreement.