This Service Level Agreement (“Agreement”) is made and entered into as of the effective date stated on the first Order Form executed between Viridian Sciences LLC (“Viridian Sciences”) which references the Service Level Agreement and the customer described in such Order Form (“Customer”), where that date is the “Effective Date.”
CUSTOMER IS RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS AGREEMENT BEFORE SIGNING AN ORDER FORM OR ACCESSING OR USING ANY SERVICES OF VIRIDIAN SCIENCES. BY (AS APPLICABLE) SIGNING AN ORDER FORM OR SIMILAR DOCUMENT OR ACCESSING OR USING SUCH SERVICES, CUSTOMER CONFIRMS THAT CUSTOMER HAS READ AND ACCEPTED THIS AGREEMENT. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS CUSTOMER MAY REFERENCE OR PROVIDE, VIRIDIAN SCIENCES’S OFFER OR ACCEPTANCE (AS APPLICABLE) TO ENTER INTO AN AGREEMENT WITH CUSTOMER WITH RESPECT TO THE SERVICES IS EXPRESSLY LIMITED TO THIS AGREEMENT AND CONDITIONED ON CUSTOMER’S ASSENT HERETO.
Customer is also agreeing to the terms and conditions of Viridian Sciences’s Master Services Agreement located at www.viridiansciences.com/msa. This Agreement is subject to the terms and conditions of the MSA.
THE INDIVIDUAL SIGNING THE ORDER FORM OR CLICKING “PLACE ORDER” REPRESENTS THAT HE OR SHE HAS THE POWER AND AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.
1. DEFINITIONS.
a. “Alternative Solution” means a solution or correction to an incident that allows the Viridian Sciences Product to function substantially in the same manner as the Viridian Sciences Product functioned before the Incident.
b. “Authorized Contacts” means the named Customer employee or authorized agent who (i) has sufficient technical expertise, training and/or experience with the Viridian Sciences Products to perform the Customer’s obligations under this Agreement; (ii) is responsible for all communications with Viridian Sciences regarding these Support Terms, including case submission and Incident reports; and (iii) who is authorized by Customer to request and receive Support Services for the Viridian Sciences Products on behalf of the Customer.
c. “Business Days” are Monday to Friday, excluding Viridian Sciences company holidays.
d. “Enhancement Request” means a request by Customer to add functionality or enhance performance beyond the specifications of the Viridian Sciences Products and are not included as part of Support Services.
e. “First Level Support” means any support relating to calls from Customer’s customers, end users or affiliates or general resolution of user errors, network errors, provisioning errors or internet delays or malfunctions.
f. “Incident” means a single support question or reproducible failure of the Viridian Sciences Product.
g. “Viridian Sciences Product” means the product, service, code, program, or any other purchase identified on the applicable Order Form between Customer and Viridian Sciences.
h. “Order Form” means an executed order form between Customer and Viridian Sciences.
i. “Normal Support Hours” are 8:00 a.m. – 8:00 p.m. MT on Business Days.
j. “Severity Level” means the Severity Levels 1-4 as defined below:
i. “Severity Level 1 (Critical)” means an incident where Customer’s production or use of the Viridian Sciences Product is stopped or so severely impacted that Customer cannot reasonably continue business operations. It may result in a material and immediate interruption of Customer’s business operation that will cause a loss of Customer’s data and/or restrict availability to such data and/or cause significant financial impact.
ii. “Severity Level 2 (Significant)” means an Incident where one or more important functions of the Viridian Sciences Product are unavailable with no acceptable Alternative Solution. Customer’s implementation or production use of the Viridian Sciences Product is continuing but not stopped; however, there is a serious impact on the Customer’s business operations.
iii. “Severity Level 3 (Less Significant)” means an Incident where: (a) important Viridian Sciences Product features are unavailable but an Alternative Solution is available, or (b) less significant Viridian Sciences Product features are unavailable with no reasonable Alternative Solution; Customer experiences a minor loss of business operation functionality and/or an impact on implementation resources, or (c) Customer poses questions regarding basic functionality of the Viridian Sciences Product.
iv. “Severity Level 4 (Minimal)” means an Incident that has a minimal impact on business operations or basic functionality of the Viridian Sciences Product.
k. “Support Services” means the English language support services for the Viridian Sciences Product provided by Viridian Sciences under the terms set forth herein and as further defined in this Agreement, but do not include First Level Support or Enhancement Requests.
2. SCOPE OF THE SUPPORT TERMS.
a. Subject to the terms contained herein, Viridian Sciences shall address all Incidents which may arise from Customer’s use of the Viridian Sciences product specified in the Order Form in accordance with Sections 4 and 5 below.
b. Viridian Sciences shall not have any obligation whatsoever to provide Support Services with respect to any: (a) adaptions, configurations or modifications of the Viridian Sciences Product made by the Customer or any third party; (b) First Level Support, which shall be provided by Customer; (c) Enhancement Requests; or (d) any items excluded pursuant to Section 5.
c. Viridian Sciences may, but is under no obligation to, offer Professional Services or post-implementation Success Services to help resolve issues that fall outside the scope of the Support Services. Any engagement of Professional Services or other post-implementation Success Services shall be provided under a separate agreement and shall be subject to the applicable Order Form or Viridian Sciences’s then-current fees and terms.
3. TERMINATION.
a. Notwithstanding anything to the contrary herein or in the applicable Order Form, this Agreement shall terminate upon expiration or termination of the Agreement or expiration or termination of Customer’s right to access the applicable Viridian Sciences Product.
4. INCIDENT REPORTING AND RESPONSE TIMES.
a. Authorized Contacts. All reports of Incidents must be made to Viridian Sciences by an Authorized Contact.
b. Severity Levels. Viridian Sciences will work with Customer and will assign the appropriate severity level to all Incidents according to the Severity Level definitions. Severity Levels are assigned to allow prioritization of incoming Incidents. Viridian Sciences may reclassify Incidents based on the current impact on the Viridian Sciences Product and business operations as described in the Severity Level definitions. In the event Viridian Sciences determines that an Incident is in fact an Enhancement Request, it shall not be addressed under these Support Terms.
c. Viridian Sciences’s Obligations. Viridian Sciences will make available Support Services access during Normal Support Hours for the Customer to report Incidents and receive assistance. On receipt of an Incident report, Viridian Sciences shall establish whether there is an Incident for which the Customer is entitled to Support Services under these Support Terms and, if so, shall:
i. Work with Customer to set a severity level for the Incident based on the criteria set forth herein.
ii. Analyze the Incident and verify the existence of the problem.
iii. Give the Customer direction and assistance in resolving the Incident pursuant to the terms described herein.
d. Response Time Goals.
i. Incident Response and Resolution Time. The following are the targets for response times and resolution times for incidents that disrupt or could disrupt the availability of services:
|
|
Severity 1 – Critical |
Severity 2 – Significant |
Severity 3 – Less Significant |
Severity 4 – Minimal |
|
Target Response Time |
4 Hours |
1 Business Day |
1 Business Day |
1 Business Day |
|
Target Resolution Time |
1 Business Day |
2 Business Days |
5 Business Days |
30 Business Days |
ii. Problem Response and Resolution Time. Problem management includes diagnosing causes of software or service problems, determining the resolution, and ensuring the resolution is implemented. The following are the targets for response times for problems with Viridian Sciences’s Products:
|
|
Severity 1 – Critical |
Severity 2 – Significant |
Severity 3 – Less Significant |
Severity 4 – Minimal |
|
Root-Cause Analysis |
3 Business Days |
5 Business Days |
10 Business Days |
30 Business Days |
|
Root-Cause Report |
3 Business Days |
5 Business Days |
15 Business Days |
45 Business Days |
|
Problem Remediation Plan |
10 Business Days |
15 Business Days |
30 Business Days |
180 Business Days |
iii. Measurement. Response times are measured using Viridian Sciences’s support ticketing system, which tracks all issues from initial reporting to resolution. Issues can be submitted to the ticketing system through email or online web form. If issues are reported by phone, a ticket will be created by Viridian Sciences staff. The timestamp for the creation of the ticket determines the initial reporting time for that issue.
iv. Hours. Technical support is available to Customer from 8am-8pm MT. Up to 2 times per month, Customer can schedule after-hours support in advance. After-hours support is available 24 hours a day, seven days a week. Customer will also be provided with an emergency contact procedure to report critical issues outside of Normal Support Hours.
e. Customer’s Obligations. Customer is responsible for providing an Authorized Contact to Viridian Sciences for this SLA. This point of contact will:
i. Ensure that the Viridian Sciences software is used as intended;
ii. Ensure that Viridian Sciences is notified of availability of services or technical support issues in a timely manner;
iii. Serve as the interface between Viridian Sciences’s technical support team and the Customer’s staff;
iv. Obtain applicable access, information, data, and approvals as required by Viridian Sciences in order to perform the necessary services; and
v. Help resolve issues that may arise during this agreement.
5. EXCLUSIONS FROM SUPPORT SERVICES.
a. Viridian Sciences will not be required to correct any Incident caused by (i) integration of any feature, program or device relation to the Viridian Sciences Product or any party thereof; (ii) any non-conformance caused by unauthorized misuse, alteration, modification or enhancement of the Viridian Sciences Product; or (iii) use of the Viridian Sciences Product that is not in compliance with this Agreement.
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