Service Level Agreement

Schedule A

Support Services

This schedule describes the standard customer support (“Standard Customer Support”) and the configuration and implementation services (“Vendor Configuration Services”) offered by Vendor to Customer, subject to Customer’s compliance with the terms contained in this Schedule. All capitalized terms used herein, but not otherwise defined, will have the meaning ascribed to them in the MSA.

A.  Standard Customer Support

Standard Regional Support Hours.

Americas: Monday – Friday 9am – 7pm ET

Vendor will action Severity 2-4 issues the next business day if reported outside of applicable regional support hours.

Scope. Vendor will provide technical assistance in support of the Service in accordance with the Agreement and as described in this Exhibit. Vendor will also assist Client with general usability questions (including questions on Vendor Applications). Client may also request assistance from a Vendor Data Integration Specialist, which may be subject to an additional fee. Vendor is not responsible for configuring or diagnosing problems in any other part of the Client’s technical infrastructure.

Responsibilities. Vendor’s ability to provide support depends on Client’s compliance with the Agreement, participation of knowledgeable Client representatives that provide accurate and detailed information sufficient for Vendor to reproduce the reported error, and Client’s response to Vendor communications in a timely manner. Vendor is not obligated to provide support for issues related to network unavailability due to reasons beyond Vendor’s control including emergency updates to address security, privacy, legal, regulatory, or third party hardware or software issues not reasonably foreseeable by Vendor or within Vendor’s direct control. Vendor reserves the right to update support policies from time to time, provided that no such update will materially and adversely diminish Client’s rights to support services as provided herein.

B.  Vendor Configuration Services

1.    Description of Services:

Vendor Configuration Services are provided through Vendor’s proprietary software and include the design and implementation work needed for providing completed processes that are fully integrated with Modules purchased in the Order Form.

2.      Scope of Work – Deployment:

Based on the Customer’s current business needs, the following describes the scope of Vendor Configuration Services during initial deployment:

1. Strategic marketing discussion with Simon success team wherein 4-5 initial use cases and end-to-end campaigns are identified and are to be powered by the platform.
2. Authorization of systems purchased in Order Form, including provisioning of third party Customer applications and providing requisite access to Customer internal database and data warehousing systems including necessary networking, tunneling, and/or VPN access.
3. Ingestion and configuration of data from authorized third party application and authoring of SQL and/or queries required to populate initial data attributes in the Simon Platform required to power initial campaigns identified in Step 1.
4. Delivery of user account(s), usage training, and verification / QA of data and Module integrations.
5. Deployment of first campaigns.

C.  Fees

1. Standard Customer Support:  Standard phone, email, and Slack support provided at no additional fee.
2. Vendor Services. With the payment of monthly Simon Platform fees, Customer will be entitled to a budgeted amount of ongoing services each month after the deployment period without payment of hourly fees. This included monthly budget for services is included in the applicable Order Form. Customer will pay the hourly rate in the applicable Order Form for services exceeding its monthly budget.
3. Appendix of additional services available by Vendor Configuration

The scope and extent of all Vendor Configuration Services are described writing and go through a SOW process. The following is a partial list of services that are not included in the standard support services or Vendor Configuration Services provided under this schedule but that may be separately requested by Customer.

•   Custom SQL and custom query input
•   Custom Module additions, including filters, stats, or actions
•   Custom non-relational data transformations
•   Data or customer de-duplication services
•   Data QA and reconciliation
•   Construction and/or verification of segments

Schedule B

Customer Support Services

This exhibit describes the standard support provisions ensuring a timely and efficient support service (“Standard Support Provisions”) offered by Vendor to Customer, subject to Customer’s compliance with the terms contained in this Exhibit. All capitalized terms used herein, but not otherwise defined, will have the meaning ascribed to them in the MSA.

1. Service Level Agreement

1. Objectives of Service Level Agreement

• To create an environment which is conducive to a cooperative relationship between Customer and Vendor to ensure the effective support of end users
• To document the responsibilities of all parties taking part in the Agreement
• To ensure that Customer achieves the provision of a high quality of service for end users with the full support of Vendor.
• To define the commencement of the agreement, its initial term and the provision for reviews
• To define in detail the service to be delivered by Vendor and the level of service which can be expected by Customer, thereby reducing the risk of misunderstandings
• To provide a common understanding of service requirements/capabilities and of the principles involved in the measurement of service levels
• To provide for all parties to the Service Level Agreement a single, easily referenced document which caters for all objectives as listed above

1.2. Period of Agreement

This agreement will commence on the date specified in the Order Form following the acceptance by both parties and will continue until terminated.

1.3. Review Procedure

This agreement may be reviewed upon Customer’s request. The review will cover services provided, service levels and procedures. Changes to this agreement must be approved by both signatories.

1.4. Representatives

Vendor and Customer nominate the following representatives responsible for the monitoring and maintenance of the service agreement:

From Customer:

From Vendor:

1.5. Service Level Monitoring

Service level monitoring will be performed by Vendor. Reports will be produced as and when required and forwarded to the Customer contact. Service level monitoring and reporting is performed on response times for faults, as specified in Section 3.2 of this agreement.

1.6. Complaints

All complaints relating to the operation of the help service, including:

1. Expected level of support
2. Actual support offered and delivered
3. Personnel responsible for providing or administering support
4. Any other issue relating to this document or the relationship between Vendor and Customer received by either party will be forwarded in writing and distributed concurrently to the signatories of this document. The intent is to ensure thorough, timely and open resolution of all such problems.

2. Customer Responsibilities

2.2. Functional Overview

To provide a service for the registration, referral and resolution of all faults and queries encountered by end users of the Simon Data platform. This includes the following specific responsibilities:

• Extracting information from end users regarding any fault or disruption in service
• Timely referral of faults to Vendor

3. Vendor Responsibilities

3.2. Response Times

Table 3.1 shows the priority assigned to faults according to the perceived importance of the reported situation.

Table 3.1 – Response Priority

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Fatal – Total system inoperability.

Impaired – Partial system inoperability.

Business Critical – Unable to perform core business functions. Non-Business Critical – Able to perform limited core functions.

3.3. Priority Level Response Times

Table 3.2 shows the required initial response times for the individual priority ratings. All times indicated represent response time during specified working hours of 9 am to 7 pm Monday to Friday, unless otherwise indicated in this document, or otherwise agreed upon by Vendor and Customer.

The indicated response time represents the maximum delay between a fault/request being reported to the Vendor and a Vendor representative contacting the Customer. The purpose of this contact is to notify the Customer of the receipt of the fault/request and provide the client with details of the proposed action to be taken in respect of the particular fault/request.

Table 3.2 – Priority Level Response Time

• 3.4. Hours of Operation
• Vendor monitoring of faults is 24/7. A Vendor representative will be available to provide P2, P3, and P4 support functions between the hours of 9am and 7pm ET, Monday-Friday. In cases where a P1 issue arises, appropriate on-call Vendor staff will communicate directly with Customer at any hour.
• 3.5. Response Times
• Vendor will accept the priority assigned to a fault by Customer, as per Fault Matrix in 3.1 and Priority Assignment criteria in 3.2
• 3.6. Service Level Targets
• Vendor will respond within the time specified by the priority allocation.