Support and Availability Policy

This Support and Availability Policy (the “Policy”) sets forth the policies and procedures with respect to services (the “Services”) provided by Zuper to a customer (“Customer”) pursuant to a separate service agreement between Zuper and Customer (an “Agreement”).

Summary:
As further described below, Zuper will use commercially reasonable efforts to: (i) provide Customer with 99.9% availability to the Services (the “Service Availability”); and (ii) provide standard support to Customer.

Availability:
Service Availability will be measured on a monthly basis, with all hours weighted equally, but the Service Availability measurement will exclude reasonable scheduled downtime for system maintenance as well as any downtime or performance issues resulting from third party connections, services or utilities or other reason beyond Zuper’s control (including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Zuper employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Zuper’s possession or reasonable control, and denial of service attacks). If the Services are unavailable to Customer due to defects with the Services beyond the Service Availability metric, then, as Customer’s sole and exclusive remedy (and Zuper’s sole liability), Zuper will provide Customer a credit for the subsequent billing cycle as follows:

* Credit is calculated on Fees attributable to the affected Services for the relevant month.

In order to receive downtime credit, Customer must notify Zuper support within seventy-two (72) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. All credits provided hereunder are nonrefundable. If Customer elects not to renew the Agreement, such that the above credit cannot be applied, Customer will have the option to receive up to one free month of Services as its sole remedy in lieu of such credit.

Support:

Zuper will provide support to Customer for defects with the Services in accordance with the support plan applicable to Customer (“Support Plan”). Unless otherwise expressly stated in an applicable Order Form, Customer will receive Zuper’s standard core support plan, which provides support coverage 24 hours per day, Monday through Friday (excluding holidays), in Customer’s primary business time zone (“Core Support”). If expressly set forth in an Order Form, Customer may receive Zuper’s premium support plan, which provides support coverage 24 hours per day, 7 days per week (“Premium Support”).

For both Core Support and Premium Support, Zuper will use commercially reasonable efforts to respond to Severity 1 support issues within thirty (30) minutes of receipt. “Severity 1” means a critical defect in the Services that results in a complete outage or materially prevents Customer’s use of the Services with no reasonable workaround available.

Any other support services are outside the scope of this policy and must be separately agreed in writing by Customer and Zuper. Customer may designate up to five (5) support contacts (“Designated Support Contacts”), and all support requests must be submitted by such Designated Support Contacts. Customer may update its Designated Support Contacts by providing written notice to Zuper.