20100913 SLA-1A

Reference: SLA-1A-201009

This Agreement (“SLA Agreement”) is made as of the Effective Date (the “Effective Date” as defined in the Service Order), by and between the parties:

1) You, the Associate, as identified and defined by your sign up to the AMEE service via the AMEE website or paper contract and/or usage of the AMEE Service (the “you” and/or “Associate”); and

2) AMEE UK Limited incorporated and registered in England and Wales, company number 06630234. Its registered office is at Lubbock Fine, Russell Bedford House, City Forum, 250 City Road, London EC1V 2QQ (“AMEE”).

1 Definitions

All definitions are as per the Terms and Conditions referenced by your Service Order.

2. Support Services from AMEE to the Associate

Subject to the Terms and Conditions of this SLA Agreement, AMEE shall provide Support Services (telephone, online ticketing system, and e-mail support) to the Associate without charge, for the maintenance and support described herein. AMEE may, at its sole discretion, provide maintenance and support services not described herein, upon terms and conditions to be mutually agreed upon in writing.

AMEE will will communicate with the Associate via a named Associate-authorized technical support representative.

2.1 Definition of Support Services

a. Telephone support available 24/7 for Severity 1 issues only

b. Severity 2, 3 and 4 issues to be handled using ticketing system

Your Account Manager is also available during business hours.

3. Support Services from AMEE to the Associate’s Clients and/or Users
The Associate shall perform problem intake, problem identification and manage all support requests from all Associate Clients and/or Users.
Issues directly relating to the use or operation of the AMEE Service which cannot be reasonably resolved by the Associate shall be referred to AMEE for resolution in accordance with the terms herein.The management and communication with Associate Clients and/or Users shall at all times be addressed by the Associate.

4 Support Terms.

4.1 Problem Diagnosis and Resolution

AMEE will make commercially reasonable efforts to provide timely assistance to the Associate in diagnosing and resolving problems with the AMEE Service experienced by the Associate.

AMEE shall ensure that it is available: it will provide sufficient personnel to be able to receive and address problems twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year.

Prior to contacting AMEE, the Associate shall have reviewed the AMEE Documentation and any other resources provided by AMEE and the Associate’s own documentation of known problems and fixes. The Associate will make commercially reasonable efforts to provide AMEE with all information available about any problems experienced. If mutually agreed in advance, the Associate may fulfill this obligation by placing AMEE in direct contact with an affected Customer.

AMEE will provide and/or present available solutions to the Associate in the form of available assets, examples and/or workarounds. The Associate will document any identified bugs and report them to AMEE’s Research and Product Development. AMEE will provide problem diagnosis and resolution assistance for the AMEE Service.

4.2 Bug Fixes

AMEE will make commercially reasonable efforts to meet the following response times for problems with the AMEE Platform, or other technical support issues reported to AMEE by Associate. (Please refer to ‘SCHEDULE 1′ for detailed definitions):

Severity
Level
Condition Initial
Follow-up to
Associate
Frequency of Updates
1 The AMEE Service is down or does not function at all. 2 hours from initial report by Associate (with continuous work towards a resolution thereafter) Every 8 hours
2 The AMEE Service is not performing as documented or the Product returns unexpected results. 24 hours from initial report by Associate (with continuous work towards a resolution thereafter) Every 3 business days
3 Usage questions; clarification of documentation Next business day Every 10 business days
4 Suggestions; requests for new product features and enhancements 2 business days Every 30 business days

4.3 Configuration Recommendations:

AMEE will, at the Associate’s request, provide the Associate with configuration recommendations for the AMEE Service at no charge.

4.4 Performance Recommendations:

AMEE will make commercially reasonable efforts to provide the Associate with information regarding the recommended defaults to product settings to ensure optimal performance of the AMEE Service. AMEE reserves the right to make changes to these recommendations from time to time, such changes being made available to Associate within ten (10) days of their implementation.

4.5 Product Enhancement (Feature) Requests:

AMEE will make commercially reasonable efforts to provide feedback to Associate on AMEE Service enhancements within 30 days of AMEE receiving a formal written enhancement request from the Associate.

SCHEDULE 1 – DEFINITION OF INCIDENTS

Severity 1 – Critical severity

The service is unavailable and/or unusable and/or incorrectly calculating outside of accepted tolerances (+ or -5%). System or component not working. System unusable with critical impact on User and no alternative available. Complete disablement of a core service. Major interruption to Users. Major Incident. Critical severity issue examples – hosting failure, API failure or complete unavailability.

Severity 2 – High severity

A functional failure within the application which is not part of the main process or is intermittent. System or component not working. Serious impairment of performance but not complete disablement of core facilities. High severity issue example – partial hosting failure (e.g. one server in cluster malfunctioning) which is not addressed by load-balancing.

Severity 3 – Medium severity

This is similar to the classification above but user/system workarounds are available. Component not working. Performance impaired but alternative or workaround available. Difficulty in using a supported application. Component not working but easy alternative available. Questions from users.

Severity 4 – Low severity/cosmetic/enhancements requests

These are typically issues where the bug does not effect usability. An incident without a substantive operational impact on business functionality