844 SKYSITE

EXHIBIT B

Service Levels

The following service levels for the Services shall be provided to Client. These service levels cover both the availability of the Services as described in Section 1 and the response times as described in Section 2.

  1. Availability of the Service. The Services will be available 99.9% of the time. Availability will be calculated per calendar month as follows:

    Total – Non-excluded – Excluded X 100 ≥ (99.9% availability)
    Total – Excluded

      • “Available” or “availability” means that requests for documents are completed and documents are returned regardless of latency. Availability of the Services requires correct configuration of policies by Client. For the avoidance of doubt, the unavailability of a specific document or the unavailability of some specific features or functions within the Services, while others remain available, does not mean that the Services are unavailable.
      • “Total” means the number of minutes for the calendar month.
      • “Non-excluded” means unplanned downtime.
      • “Excluded” means
        • Planned downtime, which shall be any period for which ARC gives 8 hours or more notice that the Services will be unavailable.
        • Any unavailability caused by circumstances beyond ARC’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within ARC’s possession or reasonable control, and network intrusions or denial of service attacks.

    For any partial calendar month during which Client subscribes to the Services, availability will be calculated based on the entire calendar month, not just the portion for which Client subscribed.

  2. Response and Severity Definitions Escalation Times.
    Severity Definitions

    Severity LevelSeverity Description
    Severity 1
    (Critical)
    • Service outage; Services are “Down”; no workaround.
    • Materially impaired functionality.
    Severity 2
    (High)
    • Operational aspects of the Services are severely degraded.
    • Continuous or frequent instabilities.
    • Inability to deploy a feature, function or capability.
    • Successful workaround in place for a severity 1 issue.
    Severity 3
    (Medium)
    • Performance of the Services is impaired with limited impact.
    • A functional, stress or performance failure with a workaround.
    • Successful workaround in place for a severity 2 issue.
    Severity 4
    (Low)
    • Operational issues for certain features/capabilities with no impact and no loss of functionality.
    • General “how-to” questions.
    • Documentation/process issues.
  3. Response & Escalation Times
    ARC will respond to Client in accordance with the response time noted in the table below. ARC’s target is to achieve these response times (at minimum) 90% of all requests.

    Severity LevelResponse TimeEscalation TimeUpdate Frequency
    Severity 1Immediate2 hoursContinuous
    Severity 21 hour24 hoursDaily
    Severity 38 business hours5 business daysWeekly
    Severity 43 business days10 business daysWeekly

    *Severity 1 and 2 issues must be logged by telephone, or immediately followed up by telephone if logged online, to help ensure the response time target is met.
    ** ARC will make every reasonable effort to resolve the reported problem, provide a work-around or escalate to the next level within the times listed. ARC makes no commitment to resolve an issue within a specific time.
    Response time is the time between initial contact and active engagement by ARC. The response times stated here are targets only. Actual response times may vary.

    • Severity 1 requests are responded to on a 24×7 basis.
    • Severity 2 requests are responded to on a 24×7 basis, as agreed to between Client and ARC.
    • Severity 3 and 4 requests are responded to during normal business hours for the region where the service request was originated.
  4. Escalation by Client. In the interest of customer satisfaction and efficient case management, a “duty manager” is on call 24×7 as a resource to assist customers who may feel that the severity of their issue has not been accurately characterized, or the response has not been within the stated timelines. To expedite the resolution or elevate the severity of a reported problem, Client may contact the on-call duty manager. This can be done by calling the 24/7 global on-call duty manager contact line at 1-877-879-2721 (Worldwide). When contacting the duty manager, Client is required to provide:
    • A current, active service request number
    • Clear contact information in the event of call-back which includes:
      • Primary contact name
      • Primary contact telephone number
      • E-mail information
      • Alternative contact(s) in the event of unavailability of the primary contact
  5. Certified Administrator. Only Certified Administrators may contact ARC for technical support. “Certified Administrator” means an employee of Client who attended and passed ARC approved training curriculum for the Services as certified by ARC. Client must have a minimum of two (2) Certified Administrators, not to exceed five (5). ARC shall have no obligations under Section 2 or Section 3 if anyone other than a designated Certified Administrator contacts ARC.
  6. Disclaimers. No commitment is made under this policy with respect to: (a) the Services being used in conjunction with hardware or software other than as specified in ARC’s published documentation, (b) alterations or modifications to the Services, unless altered or modified by ARC (or at the direction of or as approved by ARC), (c) defects in the Services due to accident, hardware malfunction, abuse or use other than in accordance with ARC’s published documentation (unless caused by ARC or its agents), (d) an evaluation of the Services or other trial provided to Client at no charge and (e) any problems or issues of connectivity due to the network or internet connection of Client.
    In addition, ARC shall not be responsible for any failures or omissions (i) to the extent that they result from any actions or inactions of Client or third parties, (ii) that are caused by factors outside of ARC’s reasonable control or (iii) that result from the equipment of Client or a third party.
    THIS EXHIBIT B IS NOT A WARRANTY. ALL SERVICES AND MATERIALS RELATED TO THIS EXHIBIT B ARE SUBJECT EXCLUSIVELY TO THE LIMITED WARRANTIES (IF ANY) SET FORTH IN THE SERVICES AGREEMENT AND ARC MAKES NO OTHER WARRANTIES (WHETHER EXPRESS OR IMPLIED) REGARDING THE SERVICES AND DISCLAIMS ANY AND ALL LIABILITY FOR ANY FAILURE OF SECURITY, FAILURE OF BACK-UPS, LOST OR CORRUPTED DATA OR INTERUPTION OF BUSINESS. THE SOLE AND EXCLUSIVE REMEDY OF CLIENT FOR ANY BREACH OF THIS EXHIBIT B BY ARC SHALL BE AS SET FORTH IN SECTION 6.
  7. Remedies. ARC’s sole obligation and Client’s sole and exclusive remedy for (a) failure to meet the uptime availability in Section 1, is that ARC will provide an extension of the current Term or Maintenance Period of subscribed Services at no charge to Client in an amount equal to 3 days of additional Services for each 1 hour or part thereof that the Services are not available, subject to a maximum of a full month of extended Services for any one year of subscribed Services and (b) failure to meet the response times in Section 2, is that ARC will re-perform the applicable obligation.
  8. Reporting and Claims. To file a claim for extension of Services per Section 6, Client must contact support at support@skysite.com with the following details:
    • Downtime information detailing the dates and time periods for each instance of downtime during the relevant calendar month.
    • An explanation of the claim made under this policy, including any relevant calculations.

    Claims may only be made on a calendar month basis and only for the previous calendar month or part thereof. All claims must be made within 10 days of the end of each calendar month.
    All claims will be verified against ARC’s system records. Should any claim submitted by Client be disputed, ARC will provide to Client a record of the availability of the Services for the period in question. The record provided by ARC shall be definitive. ARC will only provide records of the availability of the Services in response to valid claims by Client at ARC’s sole discretion.