Call Intelligence Service SLA

1. Support

1.1 ResponseTap shall provide telephone and e-mail support (“Support”) to the Customer during the hours of 9am to 5pm in the Territory during each Business Day (“Normal Business Hours”). The Customer shall promptly report any error or fault in the Tracking Code, Call Routing or Reporting Facility which causes the interruption, unavailability or failure of any part of the Call Intelligence Service (each, an “Incident”) to ResponseTap by submitting a support request (a “Trouble Ticket”) either:

(a) on ResponseTap’s web based support system;

(b) by sending an email to support@responsetap.com; or

(c) by calling (646) 582 8780 or such other number as ResponseTap may provide.

1.2 If any Incident occurs outside of Normal Business Hours, the Customer must submit a Trouble Ticket by calling the “out of hours”’ telephone number provided by ResponseTap from time to time. If the Customer uses any other method to submit a Trouble Ticket outside of Normal Business Hours, the Trouble Ticket will be deemed to be logged at 9am on the next business day following submission of the Trouble Ticket by the Customer.

1.3 Following receipt of a Trouble Ticket, ResponseTap will send the Customer confirmation it has received the Customer’s Trouble Ticket. The Customer shall provide all such supporting information in connection with the Incident as ResponseTap may reasonably request, which may include any IP address(es), any calling line identity, or Destination Number, and the Target Resolution Time will not begin until the Customer has provided ResponseTap with all such information.

1.4 ResponseTap shall undertake a preliminary investigation of the Incident and shall determine (acting reasonably) the priority level (as set out in paragraph 2 below) to which the Trouble Ticket will been assigned. Upon request from the Customer, ResponseTap shall confirm to the Customer the priority level assigned to a Trouble Ticket. ResponseTap shall use reasonable endeavours to resolve an Incident in accordance with the Target Resolution Time applicable to the priority level assigned to the Incident, as set out in paragraph 2 below.

2. Priority Levels

2.1 Priority 1

Incidents where the entirety of the Call Intelligence Service is unusable and has stopped operations and no reasonable circumvention or fix is available to the Customer.In the event of the failure of Call Routing for all Calls, this shall be a priority 1 Incident

2.2 Priority 2

Incidents where:

(a) Customer has experienced a partial failure of the Call Intelligence Service but can operate the system at a reduced level of efficiency or performance and where no workaround is available (where a workaround is available, the Incident shall be a Priority 3 Incident); and

(b) more than 10% of Calls in any one hour period experience poor sound quality.

For the avoidance of doubt, the failure of individual Call Intelligence Numbers to connect to the relevant Destination Number shall fall within this Priority 2 category unless more than 10 (ten) Call Intelligence Numbers have failed at one time within a period of five (5) minutes, in which case such failure shall be considered a Priority 1 failure.

2.3 Priority 3

Incidents where a Customer has experienced a partial failure of the Call Intelligence Service but can operate the system at a reduced level of efficiency or performance, and where a workaround is available.

3. Target Resolution Times

3.1 The Target Resolution Times for Incidents, from proper submission by the Customer of a Trouble Ticket in accordance with paragraph 1.3, shall be:

(a) in respect of a Priority 1 Incident – five (5) hours if the Trouble Ticket is received by ResponseTap within Normal Business Hours, and ten (10) hours if the Trouble Ticket is received by ResponseTap outside Normal Business Hours;

(b) in respect of a Priority 2 Incident – Forty Eight (48) hours; and

(c) in respect of a Priority 3 Incident – five (5) Business Days.

4. Service Credits

4.1 A service month shall be a calendar month beginning on the date that the first regular invoice is raised in connection with the provision of the Call Intelligence Service, and each subsequent calendar month thereafter during the Term. (“Service Month”)

4.2 In the event that ResponseTap fails to resolve an Incident within the applicable Target Resolution Time set out above, then subject to any limitations set out in this paragraph 4 and in paragraph 5 below, the Customer will be eligible to receive a service credit in respect of such Incident as detailed below:

(a) In respect of a failure to comply with the Target Resolution Time for a priority 1 Incident, the Customer may claim a credit of 5% of the Charges paid by the Customer in respect of the Call Intelligence Service during the immediately preceding Service Month for every full one (1) hour during which the Incident continues to occur in excess of the Target Resolution Time, up to a maximum of 100% of the Charges paid by the Customer in respect of the Call Intelligence Service during the immediately preceding Service Month.

(b) In respect of a failure to comply with the Target Resolution Time for a priority 2 Incident, the Customer may claim a credit of 2.5% of the Charges paid by the Customer in respect of the Call Intelligence Service during the immediately preceding Service Month for every additional full two (2) hours during which the Incident continues to occur in excess of the Target Resolution Time, up to a maximum of 50% of the Charges paid by the Customer in respect of the Call Intelligence Service during the immediately preceding Service Month.

(c) In respect of a failure to comply with the Target Resolution Time for a priority 3 Incident, the Customer may claim a credit of 1% of the Charges paid by the Customer in respect of the Call Intelligence Service during the immediately preceding Service Month for every additional full one (1) day during which the Incident continues to occur in excess of the Target Resolution Time, up to a maximum of 20% of the Charges paid by the Customer in respect of the Call Intelligence Service during the immediately preceding Service Month, the Service Credits.

4.3 The maximum total amount of all Service Credits payable to the Customer in any one Service Month in respect of all Incidents occurring in that Service Month in respect of all Customer Websites that may be affected shall not exceed in aggregate the lower of 100% of the Charges paid by the Customer in respect of the Call Intelligence Service for the immediately preceding Service Month or $5,000 (the Service Credit Cap). Service Credits that would be due to the Customer but for the aforementioned limitation will not be carried forward to any future Service Month.

4.4 In this paragraph 4, references to Charges only refers to that element of the Charges which relates to the Call Intelligence Service, excluding Minute Charges, and does not include the Professional Services Fees or any fees or charges payable in respect of any services other than the Call Intelligence Service. Any such other fees, charges or costs or Minute Charges shall not be taken into account for the purposes of calculating the amount of any Service Credits which may be due to the Customer in accordance with this Call Intelligence Service SLA.

4.5 In order to claim any Service Credits that the Customer may be eligible for pursuant to this paragraph 4, the Customer must submit a written request to ResponseTap within 30 days of the occurrence of any Incident. ResponseTap shall not be liable to pay any Service Credits where the Customer has failed to submit its request to ResponseTap within such period. Where any Service Credit is payable under this Call Intelligence Service SLA, ResponseTap shall apply a credit equal to the amount of Call Intelligence Credit payable against the Customer’s next invoice and the amount of such Call Intelligence Credit shall be deducted from such invoice.

4.6 Service Credits shall be the Customer’s sole and exclusive remedy, and ResponseTap’s entire obligation and liability, in respect of any Incident.

5. Limitations

5.1 Support will only be provided in respect of the current released version of the Tracking Code.

5.2 Incidents resulting from:

(a) the Customer’s misuse of the Call Intelligence Service;

(b) the alteration or modification of the Call Intelligence Service or any part thereof by any party other than ResponseTap;

(c) combination of the Call Intelligence Service and/or Tracking Code, or use of the Call Intelligence Service and/or Tracking Code, in conjunction with any hardware, software, products and/or services not provided or approved for use by ResponseTap;

(d) the use of the Custom Caller ID Service;

(e) any fault, problem or error which is attributable to, or caused by any change or modification of, any third party software or system with which the Call Intelligence Service or any Bolt-On Package is integrated;

(f) failure of the Customer to comply with the Master Terms and Conditions and/or any instructions of ResponseTap, will not be covered by the Support. The terms of this Call Intelligence Service SLA and the provision of Support shall not apply to any Professional Services.

5.3 A Customer shall not be entitled to any Call Intelligence Service Credits if:

(a) the Incident arises from a breach by the Customer, of any of its obligations in the Master Terms and Conditions;

(b) the Customer is in breach of of the Master Terms and Conditions (including its payment obligations) until the Customer has remedied such breach, provided that the Incident was not caused by such breach;

(c) any Incident arises as a result of planned or emergency maintenance undertaken by ResponseTap pursuant to paragraph 6 below.

5.4 ResponseTap shall not be liable for any Incident or to pay any Service Credits for an Incident caused by factors outside its reasonable control including any Force Majeure Event occurring under the Master Terms and Conditions (which shall include any distributed denial of service attack affecting any Customer Website, any failure or interruption of any telecommunications network or any fault or delay by any telecommunications network operator or carrier), any network faults or interruptions, or any problems with the Customer’s hardware or software used to gain access to the Call Intelligence Service.

5.5 The Target Resolution Times and payment of Service Credits set out in this Call Intelligence Service SLA do not apply to any Incidents occurring in relation to:

(a) the reporting facility provided via the Online Account, Call Recording or Custom Caller ID Service provided by ResponseTap;

(b) an Incident caused by factors outside ResponseTap’s reasonable control, including any Force Majeure Event (as defined in the Master Terms and Conditions);

(c) any Incident arising as a result of any event or activity which gives rise to, or is likely to give rise to, a significant increase in traffic to any Customer Website, including natural seasons with associated increase in traffic, the introduction of a new range of products or services, a sales promotion, mass mail shot, or any other marketing activity aimed at causing, or resulting in, an increase in traffic to the Customer Website (a “Surge Event”); or

(d) any suspension of the Call Intelligence Service by ResponseTap in accordance with its rights under the Master Terms and Conditions, or this Call Intelligence Service SLA.

6. Maintenance

6.1 ResponseTap shall be entitled to suspend the Call Intelligence Service without notice in the event that it wishes to carry out emergency maintenance, upgrade works, fixes, error resolutions or back-ups. In the event that the Call Intelligence Service is to be suspended for any planned maintenance, ResponseTap will endeavour to inform the Customer in advance of any suspension where practically possible. ResponseTap will use reasonable endeavours to undertake any planned maintenance outside of Normal Business Hours, and to minimise the duration of any suspension.

6.2 In the event that the Call Intelligence Service provided by ResponseTap to other customers is disrupted, impaired or adversely affected as a result of:

(a) the provision of the Call Intelligence Service to the Customer, including as a result of the Customer’s network or systems; a Surge Event affecting any of the Customer Websites; or a distributed denial of service attack, or the transmission of viruses or other technologically harmful material, directed at or affecting any of the Customer Websites; or

(b) the failure by the Customer to correctly install any Software or Updates required in order to use the Call Intelligence Service,

ResponseTap reserves the right immediately without notice or liability to the Customer at its discretion to terminate, block or suspend access to or use of the Call Intelligence Service or any part thereof to the Customer to protect ResponseTap’s network integrity.