RateNet Service Level Agreement

RateNet Service Level Agreement

This page provides information on RateNet's commitment to service, specifically around quality, availability, and responsibilities pursuant to this Service Level Agreement ("SLA").

Terms

General. RateNet uses commercially reasonable efforts to make Licensed Materials available as indicated in paragraph 3 herein, except for: (i) planned downtime (of which RateNet shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond RateNet's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving RateNet employees), Internet service provider failure or delay, non-RateNet applications, or denial of service attack.
Customer Reporting. Licensee shall report any unscheduled system downtime and any error, bug, or defect in the Licensed Materials to the maintenance email support@rate.net promptly upon becoming aware or receiving notice of such system downtime, error, bug, or defect.
Service Level Commitment. The minimum service level and uptime, shall be as described below:

Email support. RateNet shall provide Licensee email support, which shall be available Monday through Friday, 9:00 a.m. To 5:00 p.m. Eastern time, excluding holidays ("Normal Business Hours").
Service Availability. RateNet will use commercially reasonable efforts to maintain the availability of the Licensed Materials to Licensee as follows:

Service Category	Availability/Response Time
Monthly Availability	99% monthly. The availability percentage does not include interruptions due to Scheduled Downtime or exclusions as defined in Section 8 of this SLA.
Scheduled Downtime	7:00 pm – 8:00 pm Eastern Time weekly on Mondays, or as RateNet otherwise notifies Licensee no less than twenty-four (24) hours in advance.
Unplanned Outages (other than for system emergency)	Maximum 80 minutes over a reference period of 1 month, excluding Force Majeure.
Unplanned Outages for system emergency	Maximum 2 hours over a reference period of 1 month, excluding Force Majeure. RateNet will promptly notify Licensee of any Unplanned Outage (whether or not for system emergency), including a description of the Unplanned Outage and the expected or estimated time until normal operations will resume.
Frequency of back-ups	Seven (7) days of rolling daily backups.

Sole Remedies for Failure to Meet the Service Availability Level Commitment. For each calendar month in which RateNet has Uptime of:

Monthly Uptime Condition	Remedy
Less than 99% but above 95%	RateNet shall upon Licensee’s request made within thirty (30) days of the end of the calendar month in which the interruption occurred, provide Licensee with a written plan for improving RateNet’s Service Availability to attain the 99% Service Availability and RateNet shall promptly implement such plan;
Between 95% and 90%	RateNet shall, upon Licensee’s request made within thirty (30) days of the end of that calendar month in which the interruption occurred, provide Licensee with a service credit in an amount equal to one half of one month of service and the action plan under subpart (i) above; or
Less than 90%	RateNet shall, upon Licensee’s request made within thirty (30) days of the end of that calendar month in which the interruption occurred, provide Licensee with a service credit in an amount equal to one month of service and the action plan under subpart (i) above.

Licensee shall not exercise the rights in this Section 4 without a reasonable basis or belief that the applicable Service Availability commitment was not satisfied. If Licensee believes that RateNet has failed to achieve an Uptime commitment in any given month, RateNet shall, promptly following Licensee’s request, promptly provide a report that contains true and correct information detailing RateNet’s actual Service Availability performance. THIS SECTION 4 SETS FORTH LICENSEE’S SOLE AND EXCLUSIVE REMEDY, AND RATENET’S ENTIRE LIABILITY, SOLELY FOR ANY FAILURE TO MEET THE SERVICE AVAILABILITY COMMITMENT.

Disaster Recovery. RateNet will use commercially reasonable efforts to maintain the availability of service in the event of an unplanned outage.
Error Corrections and Updates.

Definitions.
- i. “Error” means a failure of the Licensed Materials, including without limitation a failure to conform to the documentation, resulting in the inability to use, or material restriction in the use of, the Licensed Materials.
- ii. “Update” means either a Licensed Materials modification or addition that, when made or added to the Licensed Materials, corrects the Error, or a procedure or routine that, when observed in the regular operation of the Licensed Materials, eliminates the practical adverse effect of the Error.

Updates. RateNet makes commercially reasonable efforts to provide an Update designed to solve or by-pass a reported Error. RateNet shall reasonably determine the priority level of Errors, pursuant to the following protocols and take the following actions during Normal Business Hours.
Errors.
- Severity 1 Errors: RateNet shall promptly initiate the following procedures: (1) assigns specialists to correct the Error on an expedited basis; (2) provides ongoing communication on the status of an Update; and (3) begins to provide a temporary workaround or fix. A Severity One Error means the (i) production system is severely impacted or completely shut down, or (ii) system operations or mission-critical Services are down.
- Severity 2 Errors: RateNet shall assign a RateNet specialist to begin an Update, and provides additional, escalated procedures as reasonably determined necessary by RateNet Support Services staff. RateNet exercises commercially reasonable efforts to provide a workaround or include a fix for the Severity 2 Errors in the next update or release. A Severity Two Error means (i) the production system is functioning with limited capabilities, or (ii) is unstable with periodic interruptions, or (iii) mission critical Services, while not being affected, has experienced system interruptions.
- Severity 3 Errors: RateNet may include an Update in the next release. A Severity Three Error means there (i) are errors in fully operational production systems, (ii) is a need to clarify procedures or information in documentation, or (iii) is a request for a product enhancement.
Response Times. RateNet will respond to Licensee reports of a problem based on the severity. Upon receipt of a request for support or report of a problem, RateNet will respond to Licensee with an assigned level of priority based on the response times shown in the following table.

Priority	Examples	Initial Response Time	Resolution or mitigation Within
Blocker A major issue preventing users or participants from interacting with the platform, such as a system outage. A major system malfunction resulting in the loss of key functionality. There are functional limitations that are critical to the daily operation of the study/project.	Production system is down. A business-critical operation cannot be performed The platform sending incorrect feedback to a participant	< 4 business hours	1 business day
Critical An issue that disrupts normal workflows or could result in an impending failure of the system There are functional limitations that are critical to the daily operation of the study/project	Production system functioning with limited capabilities System unstable with periodic interruptions	1 business day	2 business days
Standard Priority three situations include problems to be resolved as soon as possible Most of these have acceptable workarounds, or the Product recovers by itself	Errors in production systems but still fully functional Malfunction in non-critical functions	2 business days	5-7 business days unless scheduled for a future development iteration
Minor Minor loss of application functionality or performance There are minor functional limitations that are nonessential to the daily operation of the study/project Minor issues are technical questions or problems requiring resolution - many of which are of “how to” nature	Need clarification of procedures or information in documentation Attributes or options do not operate as stated Product enhancement requests Documentation is incorrect	3 business days	N/A

Conditions for Providing Support. RateNet’s obligation to provide support services is conditioned upon the following: (a) Licensee makes reasonable efforts to solve the problem after consulting with RateNet; and (b) Licensee provides RateNet with reasonably sufficient information and resources to correct the problem, as well as reasonable access to the personnel, hardware, and any additional systems involved in discovering the problem.
Exclusions from RateNet’s Support Services. RateNet is not obligated to provide support services in the following situations: (a). The problem is caused by Licensee’s negligence, hardware malfunction or other causes beyond the reasonable control of RateNet; (b). The problem is with third-party software not made available through or used by RateNet; (c) The problem is with individual user’s desktop or browser software; (d) Licensee has not paid services fees under the Agreement when due, or (e) Force Majeure.

"Force Majeure" means an event, or a series of related events, that is outside the reasonable control of the party affected (including, but not limited to, failures of the internet or any public telecommunications network, failures of the Provider's hosting provider, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

RateNet shall have no liability for lack of availability due to:

Force Majeure, or any outages caused by the failure of public network or communications components,
user errors, or
unauthorized use or misuse by Licensee or anyone using any of the Licensee passwords, unless Licensee has not taken industry standard steps to protect the Services from unauthorized access, intrusion, and disruption.