The following are the specific terms and conditions for the provision of Support Services by Alcumus to Customer pursuant to the Alcumus Cloud Service Agreement (the “Agreement”) at https://TOUPDATE. Capitalized terms shall have the meanings set forth in the Agreement or elsewhere herein. Unless otherwise indicated, references in this Schedule to Sections means the Sections of this Schedule.
The remedies set forth in this schedule are Customer’s sole and exclusive remedies for any failure to achieve the servi3ce levels set forth in the schedule.
1. DEFINITIONS
“% Availability” has the meaning given to it in Section C.
“Availability” or “Available” means the time in any given calendar month during a Subscription Period that the Cloud Services is available for access by Customer or any User.
“Availability Commitment” has the meaning given to it in Section C.
“Emergency Downtime” means any suspension of the Cloud Services, or Customer’s access thereto, as contemplated in the Agreement, or any other such time as the Cloud Services is not Available due to a short-term emergency condition under a condition or situation which poses danger to the systems, equipment, networks, or facilities required for rendering the Cloud Services, danger to life, etc., as the case may be, and has to be attended promptly.
“Excusable Events” means any minutes during a particular time when the Cloud Services is not Available, or any Error, due to (i) maintenance, provided Alcumus has met its obligations in Section D, below; (ii) events of Force Majeure; (iii) Customer, any other person or entity for whom Customer is responsible (e.g. Users), or any other person or entity who is acting on behalf of Customer; (iv) any other services or components not provided or maintained by Alcumus that impacts the Cloud Services; (v) any Emergency Downtime; and (vi) any Customer Failure.
“Maintenance Window” means anytime, other than between the hours of 8:00am and 5:00 pm Eastern Standard Time on a Business Day, in which Alcumus plans to conduct maintenance on the Cloud Services and its systems.
“Scheduled Hours of Uptime” means 24 hours per day, 7 days per week (except for any holiday observed by the Toronto Stock Exchange or the New York Stock Exchange), less Excusable Events.
“Services Term” means the time period that the Customer is permitted by Alcumus to use the Cloud Services.
2. TECHNICAL SUPPORT SERVICES
Alcumus will provide Customer with technical support services as follows:
Technical Support; Severity Levels. Alcumus will respond to Errors (as defined below) during Support Hours (as defined below) in the operation of the Cloud Services in accordance with the severity level reasonably assigned by Alcumus as follows:
where target response times are measured from the time, during Support Hours, that Alcumus receives sufficiently detailed notice of the Error from Customer. Note that these Severity Levels, the associated timelines and descriptions may change at Alcumus’s discretion.
Alcumus will maintain technical support by telephone and email between the hours of 9am and 5pm eastern standard time (“Support Hours”), Mon-Fri excluding Stat Holidays. Calls received outside of Telephone Support Hours will be returned during the next Business Day.
“Errors” and their severity level (as used in this Schedule) are defined as follows, but exclude any Error to the extent caused by Excusable Events:
- Severity 1 Error means a mission critical failure of the Cloud Services, or the Cloud Services is totally impaired, or which results in corruption of all Customer Data, and for which no practical work-around is available;
- Severity 2 Error means a loss of key functionality of the Cloud Services, which affects significant functions of the Cloud Services to be impaired, although the Cloud Services still operates, and impacts t significant aspects of Customer’s business operations. For clarity a Severity 2 Error includes an error which prevents a material amount of Customer Data from being Available through the Cloud Services or causes a material amount of Customer Data to contain errors which render such Customer Data substantially unusable; and
- A Severity 3 Error is an error which causes a minor function of the Cloud Services to be impaired, or creates a minor error in the Customer Data, which negatively affects Customer’s use of the Cloud Services, but the Cloud Services is usable with limitations or workarounds. Severity 3 Error includes general inquiries.
- A Severity 4 Error is a cosmetic issue, with no Cloud Services impact.
The correction of an Error may include the provision by Alcumus of a Work-Around. A “Work-Around” means a temporary work-around, patch or bypass applied or supplied by Alcumus in order to temporarily correct an Error. Notwithstanding the availability of a Work-Around, Alcumus will continue to work to provide an applicable permanent correction as soon as is reasonably practical.
Notification of Errors; Response. Alcumus North America maintains technical support between the hours of 9 am and 5 pm EST (“Support Hours”), Mon-Fri (excluding Statutory Holidays). Support tickets can be sent via our portal anytime https://support.Alcumus.com/hc/en-us/requests/new or by phone: 1-800-686- 1915 ext. 2. Tickets and calls received outside of Telephone Support Hours will be returned during the next Business Day.
- When Customer opens a ticket regarding an Error pursuant to the above procedure, the notification must include, at a minimum, the following information: (i) contact full name and contact number; (ii) start time and date of Error; (iii) full description and impact of outage on Customer’s operations; (iv) portion of the Service impacted; (v) estimate of impact; and (vi) probable cause. Customer agrees to continuously provide prompt updates to the Error if further information becomes available to Customer. DISCLAIMER: ALCUMUS makes no guarantee or warranty, whether express or implied, on the time required to resolve any Error. In addition, Alcumus must be able to reproduce Errors in order to resolve them. Customer agrees to cooperate and work closely with Alcumus to reproduce Errors, and to continuously provide prompt updates to the Error if further information becomes available to Customer.
3. SERVICE LEVELS
Alcumus will use commercially reasonable efforts to provide 99% Availability for the Cloud Services (“Availability Commitment”), but specifically excluding all Excusable Downtime.
The “% Availability” in a calendar month is calculated as follows: ((n – y) x 100)/n
“n” = the total number of minutes in a given calendar month
“y” = the total number of minutes the Service is not Available in a given calendar month
The calculation of % Availability will be prorated in any month in which the Service commences on any day other than the first day of the month.]
4. MAINTENANCE; EMERGENCY DOWNTIME
Alcumus will conduct planned maintenance and/or upgrades with respect to the Cloud Services during the Maintenance Window, unless Emergency Downtime is required or deferral of such maintenance would adversely affect the performance or security of the Cloud Services. Alcumus shall not be liable for Cloud Services non-Availability during Emergency Downtime or maintenance/upgrades during Maintenance Windows.
1.General Restrictions re: Services and Alcumus Materials. Customer shall not do or attempt, or permit any of its Authorized Users or any third parties, to do any of the following with respect to any or all of the Services, Available Third Party Tools, or Alcumus Materials (including, without limitation, any APIs):
(a) use them to provide services for or on behalf of any third party, or commercially exploit them in any way, including by operating as a service bureau, by time-sharing, or other multiple User basis, or by framing or mirroring any part of them;
(b) sell, resell, license, sublicense, rent, lease, lend, copy, reproduce, distribute, redistribute, assign, transfer, publish, or make available any of them or any Intellectual Property Rights therein;
(c) use them in any manner that competes with Alcumus, such as to build a competitive product or service or otherwise modify them or create derivative works or make derivative works based on them, including to build a product or service using any similar ideas, features, functions or graphics of them or to copy or modify any or all of them;
(d) use any security testing tools in order to probe, scan or attempt to penetrate or ascertain their security, or to engage in denial of service attacks;
(e) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm them, in any manner, or Alcumus’ provision of services to any third party, in whole or in part, including to use any API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage;
(f) use them for purposes of monitoring their availability, performance or functionality, or for any other benchmarking, comparison or competitive purpose;
(g) disclose or publish any result of their performance;
(h) modify, reverse engineer, adapt, translate, decompile or otherwise derive their source code;
(i) use any software in connection with them that may require any or all of them, or other intellectual property of Alcumus or its suppliers or licensors, to be disclosed or distributed in source code form, made available free of charge to recipients, or modifiable without restriction;
(j) remove, modify or obscure any proprietary notices, labels or marks in or on any or all of them; or
(k) use them in a manner inconsistent with this Agreement, or in a manner that is contrary to applicable law, rule or regulation or Intellectual Property Rights, including privacy and export laws.
2.Unauthorized Access or Use. Customer shall not gain, or attempt to gain, or permit any third party to gain, unauthorized access to the Cloud Services, including without limitation through automated means not provided by Alcumus (e.g., APIs) or through means other than Access Methods. Without limiting the foregoing, Customer will not attempt to exceed or circumvent limitations on access, calls and use of any API. An Authorized User’s Access Method may not be shared with, or user identification reassigned to (unless reassigned as part of a concurrent user access right to a new individual replacing one who no longer requires ongoing use of the Services), any other Authorized User.
3.Customer Systems. Customer shall ensure that all Customer Systems (a) have antivirus protection with the most current patches and updates, and have been hardened for security by removing all unsecure and unnecessary services that may have the capability to extract, store or manipulate Alcumus’ Confidential Information or otherwise circumvent the security of the Cloud Services; (b) are configured in accordance with the “principle of least privilege”; and (c) will comply with any reasonable legal, technical and organizational security measures as may be specified by Alcumus from time-to-time.
4.Customer Data. Customer will not, nor will it permit its Users or any third parties to, or otherwise attempt to, upload, input, transmit, activate, process provide or make available via the Services or otherwise to Alcumus any Customer Data that (a) contains any Harmful Code; (b) is discriminatory, hateful, threatening, abusive, harassing, defamatory, libelous, obscene, deceptive, or fraudulent; (c) constitutes unsolicited commercial electronic messages, bulk e-mail, junk mail, or spam; (d) contains any personal or protected health information; (e) otherwise violates the Agreement; or (f) infringes, misappropriates or otherwise violates any Intellectual Property Right, right of confidentiality, right of privacy, right of publicity or other rights of any third party, or violates any applicable law, rule or regulation.