Maintenance and Support Schedule
1. General
a) Governing Documents. This Maintenance and Support Schedule (this “Schedule”) is subject to the agreement incorporating this Schedule between Zenus, Inc., a Delaware corporation (“Zenus”), and the applicable customer (the “Agreement”). Any capitalized term used but not defined herein has the meaning ascribed to it in the Agreement.
b) Contacts. Zenus and Customer shall each designate an administrative representative to communicate with each other with respect to maintenance and support issues under this Schedule.
c)Hours. Zenus shall provide support during its normal business hours, Monday through Friday from 9:00 a.m. to 5:00 p.m. CT (excluding U.S. federal holidays), provided that the foregoing does not apply with respect to Severity Level 1 or 2 Service Requests, which Zenus will address during and outside its normal business hours in accordance with this Schedule.
2. Service Requests
a) Submissions and Status Updates. Customer, through Customer’s designated administrative representative, may submit requests for resolution of errors relating to the Platform (each, a “Service Request”) through Zenus’s online helpdesk (the “Helpdesk”) or by emailing [email protected]. Zenus shall provide status updates with respect to each Service Request through the Helpdesk or via email.
b) Classification. Zenus shall classify each Service Request in good faith in accordance with the classification criteria set forth below.
c) Response. After receipt of a Service Request, Zenus shall commence remedial measures as described below within the timeframes set forth below.
d) Exclusions. Zenus shall have no obligation to address any Service Request to the extent the Service Request or applicable error arises from any Exception, misconfiguration of the Platform by Customer, user error or force majeure or other cause beyond Zenus’s reasonable control (collectively, “Service Exclusions”).
3. Uptime Assurance
a) Definitions. “Downtime” means any period during which a Severity Level 1 or Severity Level 2 error exists but excluding Permitted Downtime.
“Permitted Downtime” means any period during which the Platform is inaccessible due to any Service Exclusion or Scheduled Maintenance.
“Schedule Maintenance” means any period during which the Platform is inaccessible due to the performance of any scheduled upgrade, update or other maintenance, provided that Zenus: (i) gives Customer at least five days advance notice (including through alerts within the Platform); and (ii) performs such scheduled upgrade, update or other maintenance between 12:00 a.m. CT and 6:00 a.m. CT.
“Uptime Percentage” means the percentage calculated by subtracting from 100% the percentage of minutes during the month that constitute Downtime.
b) Assurance. Zenus shall use commercially reasonable efforts to maintain a monthly Uptime Percentage of at least 99% for the Platform.
c) Service Credits. If the Platform does not maintain an Uptime Percentage of at least 99% for a calendar month, then Zenus shall issue a credit to Customer as set forth below. Such credits are CUSTOMER’S EXCLUSIVE REMEDY AND ZENUS’ ENTIRE LIABILITY with respect to Zenus’ failure to maintain the uptime assurance set forth in Section 3(b) of this Schedule.