1. Definitions The following capitalized terms as used herein shall have the meanings subscribed to them below.
“Authorized User” means a Subscriber representative who has been trained by RizePoint on the RizePoint Products and is familiar
with the operation of the RizePoint Products.
“Cosmetic Problems” means function is available but there is an insignificant error or failure to perform to specification, such as an
erroneous title of a report on screen.
“Downtime” means that time period that the RizePoint Products cannot be accessed by Subscriber because of a failure of RizePoint’s
equipment or software. Inability to access the RizePoint Products due to failures of Subscriber or equipment not otherwise provided
by RizePoint will not be counted as Downtime.
“Force Majeure Event” means fire, flood, casualty, act of God, terrorist acts, acts of the public enemy, strikes, lockouts and other
similar labor actions, riots, or any other extraordinary event occurring at or directly affecting any Party that renders such Party’s
performance under this Agreement impossible or not reasonably practicable; but, in each case, only if such event is not directly caused
by or attributable to the negligence or intentional misconduct of such Party, or the breach of such Party’s obligations under this
“Measured Month” means that month during which RizePoint’s performance is being measured.
“Monthly Time”means the total number of minutes in the Measured Month, excluding the number of minutes of: (i) Scheduled
Downtime; and (ii) Downtime due to Force Majeure Events.
“Scheduled Downtime” means the number of minutes that the RizePoint Products cannot be accessed by Subscriber because of
scheduled maintenance. Scheduled maintenance will generally be performed on weekends from 8:00 PM EST Saturday through 2:00
AM EST Sunday; however, RizePoint reserves the right to adjust the maintenance schedule as necessary, with prior written notice to
Subscriber. RizePoint will notify Subscriber of Scheduled Downtime at least five days in advance.
“Service Level Response Time”means the time elapsed for RizePoint to respond to Subscriber after a service request has been
received by RizePoint as defined in Section 2.
“Severity Level 1 Problems” means defects, nonconformities, errors, or problems attributed to the RizePoint Products, which: (a)
render Subscriber’s systems inoperable or otherwise cause Downtime or non-responsiveness for a majority of users; or (b) pose an
imminent threat to Subscriber’s systems, equipment, or data; for example, no users can upload or logon to the Service.
“Severity Level 2 Problems” means defects, nonconformities, errors, or problems attributed to the RizePoint Products, which cause
system errors or material degradation of the performance, or primary functionality, of the Service or system response times for
multiple users. Some examples include, without limitation: hard errors when accessing reports or running reports, hard errors when
accessing mobileMANAGER, hard errors that prevent completing an audit in Mobile Auditor, and Automated feedback system
“Severity Level 3 Problems” means defects, nonconformities, errors, or problems attributed to the RizePoint Products, which cause
all other general errors (excluding Cosmetic Problems) and/or are not otherwise categorized as Severity Level 1 or Severity Level 2
Problems. Examples include, without limitation: a report is not functioning correctly or is unavailable, images or signatures missing,
update/upload problem with a single user, and single user not receiving email feedback.
“RizePoint Products” means collectively the Service and Documentation and any and all software or applications provided by
RizePoint which allow access to the Service.
“Unscheduled Downtime” means the total number of minutes of Downtime in a Measured Month that is not Scheduled Downtime
or caused by a Force Majeure Event.
2. Support Services
RizePoint agrees to provide the following Support Services.
2.1 Technical Support
RizePoint will provide Subscriber’s Authorized Users with telephone and customer service portal access to qualified personnel able to resolve problems in the operation of the RizePoint Products, including problems related to the installation of the RizePoint Products, “bugs” in the RizePoint Products, and the interaction of the RizePoint Products with the computer hardware and system software with which the RizePoint Products are intended to be used. RizePoint monitors its systems 24 hours a day, 7 days a week and 365 days a year and will provide technical support for Severity Level 1 Problems during that time. RizePoint will provide Subscriber with access to technical support for Severity Level 2 and 3 Problems and Cosmetic Problems from 8 AM – 8:00 PM Eastern (Monday through Friday), excluding New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
- Resolution/Response to Severity Level 1 Problems. If Subscriber reports to RizePoint a Severity Level 1 Problem, RizePoint
will respond to Subscriber within one (1) business hour and will use commercially reasonable efforts to provide Subscriber with a correction
or a temporary “workaround” that does not materially impair Subscriber’s use of the Company Products. RizePoint will keep Subscriber
reasonably advised of its progress, no less often than daily.
- Response to Severity Level 2 Problems. If Subscriber reports to RizePoint a Severity Level 2 Problem, RizePoint will
respond to Subscriber within four (4) business hours and will use commercially reasonable efforts to promptly provide Subscriber with a
correction or a temporary “workaround” that does not materially impair Subscriber’s use of the Company Products. RizePoint agrees to
keep Subscriber reasonably advised of its progress, no less than once (1) per business day.
- Response to Severity Level 3 Problems. If Subscriber reports to RizePoint a Severity Level 3
Problem, RizePoint will respond to Subscriber within eight (8) business hours and will use commercially reasonable efforts to provide
Subscriber with a correction or temporary “workaround” to resolve the Problem. RizePoint agrees to keep Subscriber reasonably advised
of its progress, no less often than every week. RizePoint will use reasonable efforts to provide a correction or temporary “workaround” to
resolve a Cosmetic Problem.
2.2 Reports. RizePoint will provide incident and activities reports in a format approved by Subscriber upon Subscriber’s request,
but no more frequently than once per month. RizePoint will implement measurement and monitoring tools as required to measure and
report performance of the support services. Such measurement and monitoring will permit reporting at a level of detail sufficient to verify
compliance with Availability and application of the attendant service credits, if any, as discussed below.
2.3 Update Delivery. RizePoint will deliver to Subscriber through monthly service pack releases and quarterly feature pack releases
any relevant updates and/or improvements to the Company Products. Service packs and feature packs will be delivered during Scheduled
2.4 Update Documentation Delivery. With each update, RizePoint will deliver to Subscriber via RizePoint’s online help system: (i)
any release notes detailing changes and additions being made; and (ii) any applicable updates to RizePoint’s online help files related to the
The Service will be available during the Measured Month for a minimum of 99.5% of the Monthly Time (“Availability”) calculated as follows:
(Monthly Time – Unscheduled Downtime) x 100
3.1 Performance Measurement. RizePoint will measure its performance under this Agreement and will, upon request, provide Subscriber with the results of RizePoint’s performance on a monthly basis (“Performance Report”). The Performance Report will be provided to Subscriber within twenty (20) calendar days following Subscriber’s request. The Performance Report will include Availability attainment as monitored and reported by RizePoint’s monitoring service.
3.2 Failure to meet Availability. If RizePoint fails to meet the Availability set forth in this Agreement, RizePoint will deliver to Subscriber a written plan of corrective action describing the steps that will be taken to cause the percentage of Availability to equal or exceed the Availability guarantees during the current month and each month thereafter.
4. Additional Services
4.1 Ongoing Support. Additional support hours may be purchased on an as-needed basis, and will be billed at the standard hourly rates listed in Section 4.3 of this Agreement.
4.2 Account Management and Consulting Services
(a) Project Manager Utilization.
As needed, RizePoint will assign a project manager who will provide the services necessary to assist Subscriber with special projects and provide consulting services related to incorporating the Company Products into Subscriber’s existing procedures and initiatives. Project manager services are not included in the monthly support Services hours. Hours may be purchased as needed at the hourly rate for Project Management set out in Section 4.3 below.
(b) Additional Training.
Subscriber may wish to acquire additional training on a specific feature of the Company Products or Subscriber may wish to have additional Subscriber personnel trained in using the Company Products. RizePoint will provide additional training services, which may be purchased at a cost of $1,500 per day plus travel and other related expenses.
4.3 Standard Hourly Rate.
(a) RizePoint’s standard hourly rate for Technical Services is $98 per hour, billed in fifteen (15) minute increments.
(b) RizePoint’s standard hourly rate for Implementation Services is $155 per hour.
(c) RizePoint’s standard hourly rate for Project Management is $175 per hour.
*Standard hourly rates are subject to change from time to time upon sixty (60) days’ written notice.