Company agrees to provide the support services stated herein (the “Support Services”) to Broker, but not to any End Users, in connection with the Services.
Any capitalized term used but not otherwise defined in this Schedule C shall have the meaning assigned thereto in the main body of the Agreement.
2.1 Any capitalized term used but not otherwise defined in this Schedule C shall have the meaning assigned thereto in the main body of the Agreement.
2.2 “Actual Uptime” means the aggregate amount of time in the calendar month within Scheduled Uptime that is not Downtime.
2.3 “Availability” means the Actual Uptime of the Services expressed as a percentage of the Scheduled Uptime for the Services (i.e., Availability % = (Actual Uptime/(Scheduled Uptime - Maintenance Downtime)) x 100) measured on a monthly basis in hours.
2.4 “Designated Contacts” means those Broker employees described in Section 4.5 below and previously designated by Broker as authorized contacts to report, discuss, and resolve issues contemplated by this Schedule C. Broker may modify its list of Designated Contacts upon written notice to Company.
2.5 “Downtime” means an interruption of thirty (30) minutes or more during which ten percent (10%)
or more of End Users are:
(i) in cases where Company is hosting only the Services, unable to access the Company API for the Digital Asset Exchange; or
(ii) in cases where Company is hosting the Services and the Front End, unable to access the Company API for the Digital Asset Exchange and/or access the Front End, in each case as measured in Section 10 below (each, an “Interruption”).
For the avoidance of doubt:
(i) concurrent Downtime of the API for the Digital Asset Exchange and the Front End shall not be double counted when calculating Availability;
(ii) an interruption of fewer than thirty (30) minutes shall not count as an Interruption or as Downtime when calculating Availability; and
(iii) an Interruption greater than or equal to thirty (30) minutes up to and including eighty-nine (89) minutes shall count as one (1) hour of Downtime when calculating Availability.
2.6 “Error Correction” means either a modification to the Services that causes the Services to conform in all material respects to the Documentation, or a Workaround.
2.7 “Maintenance Downtime” means those time frames during which Company may perform scheduled routine systems maintenance, as set forth in Section 9 below.
2.8 “Regular Business Hours” means 9AM UTC to 7PM UTC, Monday through Friday, excluding local, state, and federal holidays observed by Company.
2.9 “Resolution” means the Error Correction or an answer to an inquiry has been delivered to Broker.
2.10 “Response Time” means the time required for an Company support engineer to respond to Broker confirming receipt of Error notification and informing Broker if additional information is needed to proceed with analysis.
2.11 “Restoration” means restoring the production system of the Services to an operable condition sufficient to resume production operations in conformance in all material respects with the Documentation.
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2.13 “Severity 1 Error” shall mean an Error in the Services that: (i) causes the Services, or any significant functionality or feature thereof, to have a significant loss of utility of a material function of the Services experienced by at least five percent (5%) of the End Users; or (ii) causes a significant and ongoing interruption to Broker's business activities. Examples of Severity 1 Errors include: End User being unable to add, modify, or cancel a Transaction; End Users being unable to initiate deposits or withdraws; End Users being unable to login to the Front End; or End Users being unable to create accounts on the Front End.
2.14 “Severity 2 Error” shall mean an Error in the Services that: (i) causes the Services, or any significant functionality or feature thereof, to operate improperly with a material loss of utility of intended functionality; or (ii) produces results materially different from its intended function, but which Error does not in either case rise to the level of a Severity Level 1 Error. Examples of Severity 2 Errors include: End Users being unable to access Transaction history; End Users being unable to view or update their profile information; or End Users being unable to increase validation levels.
2.15 “Severity 3 Error” shall mean that the Services are operational with Errors that do not fall within the definition of Severity 1 or Severity 2 Error. Examples of Severity 3 Errors include: End Users being unable to access content areas of the Front End (e.g., “About Us” or “Terms of Service”).
2.16 “Support Ticket” means the logging of a service-impacting condition by the Company operations center on behalf of Broker.
2.17 “Supported Environment” means the prescribed hardware and operating system configurations for the Services as set forth in the Documentation.
2.18 “Time to Respond” or “TTR” means the date and time difference from Support Ticket creation to the first reply by Company personnel.
Company agrees to use commercially reasonable efforts to meet the performance standards set forth in this Schedule C (the “Performance Standards”).
Performance Standards - Services
Service Level Measures | Standards |
Availability | 99% |
Service Level Credit
In the event of a failure by Company to meet the above Performance Standard, as Broker's sole and exclusive remedy, at Broker's request, Company shall provide service credits in the next invoice in accordance with the following:
Availability (monthly) | Service Level Credit of Subscription Fee |
99% and above | 0% |
98.99-97% | 10% |
96.99-95% | 20% |
94.99-93% | 30% |
92.99-90% | 40% |
Below 90% | 50% |
4.1 Contact Methods Email and Support Tickets
4.2 General Inquiries Broker may contact Company support (via e-mail) during Company's Regular Business Hours with general inquiries (including inquiries relating to the setup, configuration, and management) and for general tech-to-tech support.
4.3 Error Reporting If Broker believes that an Error has occurred, Broker must initiate a Support Ticket by contacting Company support in accordance with the method of contact set forth in the table above. For all Support Tickets, Broker's Designated Contacts must include for each Error: (i) a general description of the Error and the proposed severity level, which shall be designated by Broker reasonably and in good faith, (ii) a reproducible test case or operational information (error message, debug log output, etc.), and (iii) upon request from Company, remote access to the network on which the Error has occurred. Broker shall supply Company with any and all information as is requested by Company and as is reasonably available to Broker that is necessary to respond to the inquiry. In the event Broker does not promptly supply the information described above after Company’s initial request, Company shall not be obligated to respond or resolve within the required TTR as set forth in Section 6 below unless and until Broker supplies such information, and the TTR shall re-commence at such time as Broker supplies such information.
4.4 Company Response Company's response shall consist of: (i) an acknowledgement of receipt; (ii) a tracking number; and (iii) either (a) a suggested Resolution; (b) a request for additional information or remote or on-site access to Broker's network; or (c) in the case of a support inquiry which in Company's sole discretion requires additional research or escalation, a notification of the estimated time to provide the Designated Contact with a Resolution. If there is a disagreement as to the severity level of a particular Error, the issue shall be escalated to a designated technical lead for Company and the designated Broker technical representative who shall discuss the business impact on Broker. The Parties shall undertake reasonable efforts to agree on the severity level of Errors, however, absent an agreement between the Parties, the final determination of the severity level of Errors shall be made by Company at its sole, but reasonable, discretion. For Severity 1 Errors and Severity 2 Errors, Company shall designate a support engineer as the emergency representative for such Errors (the “Emergency Representative”). In the case of Severity 1 Errors, Company shall also provide Broker with twenty-four (24) hour per day, seven (7) days per week cell phone access to the Emergency Representative until a Resolution has been provided. Company shall make reasonable commercial efforts to provide Resolutions in the time frame indicated, however, situations may arise where devising a Resolution to the reported inquiry may take longer due to the difficulty of the problem.
4.5 Designated Contacts Broker shall be allowed up to six (6) Designated Contacts, and one of the Designated Contacts must be identified as the administrator for Broker. Broker may change a Designated Contact and/or administrator from time to time upon prior notice to Company. Only Broker employees who are Designated Contacts may contact Company support to report Errors and initiate Support Tickets.
Broker shall be and remain responsible for the following:
5.1 Complying with the specifications of the Supported Environment for the Services;
5.2 Allowing Company access to the Broker environment for support purposes. Access shall be remote or on-site, as necessary and as reasonably requested by Company. Access shall be permitted under direct control of Broker during business hours; and
5.3 Providing Company with such information, specifications, or other information as may reasonably be requested and required by Company and as may be reasonably available to Broker to properly respond to the inquiry in a timely fashion.
Company shall use commercially reasonable efforts to meet the following TTR levels for Support Tickets properly submitted by Broker as set forth in the table below:
Response Expectation Table
Severity Level | Availability | Response Time | Resolution |
Severity 1 (Very High) | 24x7x365 | 30 minutes | 4 hours |
Severity 2 (High) | 24x7x365 | 2 hours | 8 hours |
Severity 3 (Normal) | During Regular Business Hours | 4 Regular Business Hours | 24 Regular Business Hours |
General Inquiries | During Regular Business Hours | 8 Regular Business Hours | Dependent on the nature of the inquiry. |
All Severity 1 and Severity 2 Errors shall be escalated if a Resolution or plan of Resolution cannot be achieved within the designated amount of time as described above. Company management shall be made aware of issues according to the following timeframes. As succeeding levels of Company management become involved in the Resolution process, Broker shall provide contacts at proper levels within its organization to consult in resolving the Error. Escalations shall occur in accordance with the following schedule:
Severity 1 and 2 Problem Escalation
Hours 0 to 4: Error is reported as set forth in Section 4.1 and Company's management and engineering personnel are notified and actively working the event.
Hour 5: the Error is escalated to the Escalation Contact Level 1 as set forth in Section 4.1, who then becomes actively involved in the Resolution.
Hour 6: the Error is escalated to the Escalation Contact Level 2 as set forth in Section 4.1, who then becomes actively involved in the Resolution.
Hour 8: the Error is escalated to the Escalation Contact Level 3 as set forth in Section 4.1, who then becomes actively involved in the Resolution.
Severity 3 Problem Escalation
Hours 0 to 24: Company shall work to resolve the Error and shall attempt to provide a Resolution within twenty-four (24) Regular Business Hours after receipt of a proper Support Ticket. If the Resolution has not been achieved within such twenty-four (24) Regular Business Hours, the Error shall be assigned Severity 2, and Company shall follow the procedures set forth in this Schedule C for Severity 2 Errors.
8.1 TTR targets apply only to those Support Services within the scope as set forth in Section 1 of this Schedule C, and do not apply to the Maintenance Window, emergency maintenance, or Broker-requested service interruptions or to any use of the Services by Broker or End Users not consistent with the Supported Environment.
8.2 Measurement of outages shall be conducted only in accordance with the procedures set forth herein. Under no circumstances shall any tests (including, but not limited to, PING tests) performed by or on behalf of Broker or End Users be recognized by Company as valid measurable criteria for the purposes of this Schedule C.
8.3 Company shall not be liable or responsible for Errors or other issues with the Support Services in connection with:
8.3.1 Support Tickets erroneously opened by Broker;
8.3.2 Accounts provided to Broker for testing or development purposes;
8.3.3 Support Tickets opened by Broker for service monitoring purposes only;
8.3.4 Support Tickets related to Broker maintenance or configurations or arising from the negligence, acts, or omissions of Broker or End Users;
8.3.5 The Services being serviced or modified by anyone other than Company or by a third party authorized by Company; or
8.3.6 Force Majeure Events.
The Maintenance Downtime shall be no more than ten (10) hours total in any calendar month, unless previously agreed by the Parties, and Company shall use commercially reasonable efforts to conduct such maintenance during off-peak hours for Broker.
Company reserves the right to conduct unscheduled maintenance at any time if it believes in good faith that doing so is necessary to protect the security of the system or to safeguard any data. Company shall use commercially reasonable efforts to provide Broker at least twenty-four (24) hours advance written notice of any such unscheduled maintenance, and will use commercially reasonable efforts to restore service as rapidly as possible in such a situation. For the avoidance of doubt, any unscheduled maintenance performed pursuant to this Section 9 shall be considered Maintenance Downtime.
Broker shall use the necessary and appropriate measuring and monitoring tools and procedures to measure the Availability, and promptly report any alleged deficiencies to Company. For the purposes of measuring Downtime and Availability, Company will use third-party monitoring software, (i.e. Nagios, NewRelic.com, etc.). Broker will be given access to monthly uptime reports to verify Downtime and Availability.