Service Exhibit SE-3 MTZ360

Monetization Cloud

Support Service Levels

This Service Exhibit supplements and is integrated into the Agreement between Monetize360 and Customer (consisting of an Order Form and Platform Service Terms) to which it is attached. Capitalized terms not defined herein are defined in the Agreement.

 

1. Support

Monetize360 will provide technical support in the Product Support and Application Maintenance categories for the Monetize360 Platform Service ("Support Services") within the following context of overall support categories:

Notes

  1. (1)  Managed Services for business operations are not in the scope of Support Services. However, if any

    operational support is requested by Customer, Monetize360 can provide the necessary support through a consulting engagement model where there is a mutually agreed upon Statement of Work (SOW). The SOW will contain all relevant terms, including nature and duration of such services and fees to be charged by Monetize360 to perform such services

  2. (2)  New features and enhancements are not in the scope of Support Services. However, Customer may request for priority in the queue for the desired custom or new feature or enhancement in the MTZ360 Monetization Cloud platform for the billing service. Requirements will be assessed and mutually agreed upon for delivery either through a consulting engagement model or through a separate licensing model.

  3. Support Services will be provided if Customer has subscribed to Platform Service and paid applicable fees as set forth in the Order Form.

2. Availability and Service Level Targets.

2.1. Availability. Monetize360 will support Customer’s efforts to have Licensed Software functionality continuously available within the Customer’s environment. Monetize360’s support of Customer will be provided within a defined set of service tolerances as defined below. Monetize360 will endeavor to provide the following: (i) the Monetize360 Platform Service will be Available at a target of 99.5% of the time measured over each calendar month during the Term, excluding Scheduled

Monetize360 Confidential

Maintenance (“Service Availability Requirement”), and (ii) the Monetize360 API Available at a target of 99.5% of the time measured over each calendar month during the Term, excluding Scheduled Maintenance (“API Availability Requirement”).

2.2. Definitions

“Available” or “Availability” means that the Monetize360 Platform Service is available and properly functioning for use in accordance with this Agreement.

“Downtime” means the Monetize360 Platform Service is (i) not operational in accordance with the documentation for Monetize360 Platform Service for reasons attributable to Monetize360 or (ii) not operating within acceptable response time performance measures shown below.

“Scheduled Maintenance” means a planned, defined, and scheduled period of time during which Monetize360 performs routine maintenance on the Monetize360 Platform Service. Monetize360 will endeavor to provide Customer at least one (1) business days prior written notice (email to suffice) of any Scheduled Maintenance, which notice will include a description of the nature of the maintenance (e.g., router replacement, application upgrade, server patches, etc.) and anticipated duration of the outage. Scheduled Maintenance will not exceed (i) eight (8) hours in duration for any individual incident and thirty (30) hours in the aggregate during any calendar month. Any scheduled service windows or planned downtime will not be included in calculations of system availability under this Exhibit. If an emergency downtime is required to address a security issue, then this will count as a planned maintenance activity.

“Service Commitment” means Monetize360’s efforts to make the Platform Service available within a defined set of services as defined in this Exhibit.

3. Support Requests and Problem Escalation.

3.1. Introduction. This section describes the process for handling technical support requests, incident management and incident resolution by Monetize360. In the event a defect, bug, or other service-affecting issue is detected by either Monetize360 or Customer, the issue will be categorized as an incident pursuant to the criteria below. Each incident will be communicated to the defined contacts and resolved as defined in the table below.

3.2. (a) Priority Level Definitions and Assignments.
 

Definitions: For purposes of Section 3, the following terms shall have the meanings set forth below:

  • “Customer Technical Contact” means a Customer designated technical contact permitted to contact Monetize360 technical support; Customer may designate up to five (5) such contacts.

  • “Initial Response” means the first contact provided to Customer by Monetize360. This response may be in the form of an email message or, if email is unavailable, a documented phone call, or documented personal acknowledgement and will normally contain a tracking number for tracking purposes.

  • “Update Interval” means any communication from Monetize360 support or product team to Customer where the status and plan of action for the service request is communicated. The purpose of these updates is to keep Customer informed of the progress being made to resolve the problem reported through the incident resolution request, to gather additional details for support or troubleshooting purposes, or to communicate a resolution of the problem.

  • “Workaround” means a temporary fix that resolves the issue in all material respects.

  • “Final resolution” means a permanent fix that resolves the issue.


    (b) An Initial Response will be based on the reporting from Customer Technical Contact’s assessment of the severity level of an incident based on the criteria listed below. Subsequent activity undertaken by Monetize360 will be based on its reasonable assignment of a priority level to the incident based on the criteria listed below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4. Service Level and Problem Escalation Limitations

Customer agrees that Monetize360 is responsible only for the performance of the MTZ360 Monetization Cloud platform. The following are expressly excluded from the support services set forth above:

(1) In no event shall Monetize360 have an obligation to provide support services for or arising from, or any liability from a failure in, connectivity, internet infrastructure, the Customer environment, other Customer equipment or systems, or any third-party equipment or systems, including the failure of or undocumented change in any Customer or third-party technology or data with which the MTZ360 Monetization Cloud platform interoperates.

(2)  Support services for the MTZ360 Monetization Cloud platform required as a result of causes other than normal use in compliance with the Agreement, the Documentation and Monetize360’s instructions, including without limitation:
 

a. Maintenance or modification of the MTZ360 Monetization Cloud platform by persons other than Monetize360-authorized personnel; or

b. Events outside of Monetize360’s reasonable control, including without limitation denial of service attacks.
 

(3)  Support requests not made by Customer Technical Contacts;

(4)  Support services required as a result of Customer’s failure to meet its obligations under Section 2 above.

 

Any support services provided by Monetize360 as a result of any of the foregoing shall be charged to Customer on a time and materials basis, plus reasonable expenses, at Monetize360’s then current technical support rates, and Customer will pay such charges.

5. General Terms and Conditions

These support terms are not an amendment to the Agreement but are in addition to the terms and conditions of the Agreement, which terms and conditions are incorporated herein by reference.

Third Party Applications. Any third-party applications such as tax software, payment gateways, etc. that cause a violation of the Service Commitment are not covered under this Exhibit. In no event shall Monetize360 have any obligation to provide support services for, or any liability from a failure in, third party equipment or the equipment and systems of Customer.

Support and SLA Changes. This Service Exhibit reflects Monetize360‘s standard Support Service Levels in force on the Effective Date of the Agreement. Customer acknowledges that the terms of this Service Exhibit are subject to change by Monetize360 provided that (i) Monetize360 must provide Customer written notice of the change at least thirty (30) days in advance of the change, and (ii) the change may not allow the level of service to materially diminish in quality.

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