DiligenceVault Service Level Terms and Support Services

Current as of May 5, 2023 (Version 2023.v1)

DEFINITIONS

“Agreement” means the software subscription agreement between Company and Customer.

“Available” means Subscription Services are not presenting a Critical Severity Level issue.

“Availability” has a correlative meaning to Available.

“Company” is DiligenceVault Corp and its affiliates.

“Critical Severity Level” as defined in the chart in Section 2.3, means an error that has a significant, severe impact to the Subscription Services. The event and/or problem may render the Subscription Services non-functional. Isolated instances as determined solely by Customer that affect a limited set of users, groups or single users are not classified as Critical.

“Customer” means the person, entity or natural person, that contracted with Company to provide Subscription Services.

“Downtime” means any period of time when Subscription Services is not Available.

“Exceptions” means the circumstances which no Service Credit will be rendered

“Service Credit” means the amount Company may credit Customer for circumstances that fall below the Availability.

“Severity Levels” are the different categories of support services as defined herein.

“Subscription Service(s)” mean software modules contracted by Customer, as particularly described or identified in the applicable order form or Agreement.

“SOW” or Statement of Work is mutually agreed upon ordering document that sets forth purchase order and applicable services that will be provided from Company to Customer.

“Resolution Time” means the amount of hours for Support Services correction or elimination of a Downtime as presented in Section 2.3.

“Unavailability” is the opposite as Availability as defined herein.

“Work-around” means a temporary solution to an Error that results in the return of the Subscription Services to functional or operational status and that permits Customer to perform business functions until Company provides a permanent solution.

1. SERVICE LEVEL TERMS

1.1 SERVICE LEVEL: The Subscription Services shall be Available 99.9% of the time, twenty-four (24) hours per day, seven days per week, measured monthly, excluding Exceptions of Section 1.7 below. Company, upon notice of Downtime from Customer, may credit Customer for circumstances that fall below the Availability. Service Credit requests are accepted only from direct Customers and no Service Credits will be given for any month in which Availability equals or exceeds 99.9%.

1.2 CALCULATION OF SERVICE CREDITS: The monthly Availability is calculated using the following formula: total minutes in the month that the Subscription Services are available ÷ total minutes in the month x 100 = monthly Availability.

1.3 SERVICE LEVEL EXCLUSIVE REMEDIES: Except for any other remedy in the Subscription Service Agreement or agreed upon between the parties, Service Credits are Customer’s sole and exclusive remedy, and Company’s entire liability, for any Unavailability issues of the Subscription Services.

1.4 SCHEDULED MAINTANANCE: Company shall continuously maintain the Subscription Services to optimize Availability and shall use best efforts to notify Customer, to the extent it is feasible, at least twenty-four (24) hours in advance of all scheduled maintenance of the Subscription Services that can result in Downtime.

1.5 SERVICE CREDITS: Pursuant to successful compliance of the procedures herein, Company will credit Customer a percentage equivalent to monthly Subscription Services fees as follows: 4% of the monthly equivalent Subscription Services fee for a continued Critical Severity Level Downtime in excess of 60 minutes and 0.10% of such monthly Subscription Services fee for each additional hour portion thereof that the corresponding Critical Severity Level remains unresolved.

Such credits may not be redeemed for cash, and Company will only apply Service Credits to the subscription term in which the incident occurred and credit will be available in the subsequent invoice period. In no circumstance, the sum of Services Credits in a month will exceed such monthly equivalent Subscription Services fee.

1.6 HOW TO REQUEST CREDITS: In order to receive a Credit, Customer shall notify Company in writing within 5 (five) business days from the Downtime to the email ask@diligencevault.com. Any failure to provide such notice during the time period will forfeit the right to receive Service Credit.

Required Information: Customer should include proof that was affected directly by a Critical Severity Level problem, which shall include: (i) Authorized Users affected, (ii) copy of the support services request or the support ticket number and (iii) proof that the Downtime lasted for one hour or more beyond the Resolution Time.

1.7 SERVICE CREDITS EXCEPTIONS: No Service Credit will be rendered considering the following:

Customer’s misuse or use inconsistent with the features and functionalities of the Subscription Services or unauthorized action or lack of action when required;
Customer’s blocking of data communications or other service in accordance with its policies;
Customer requests of maintenance;
Failures of Customer’s or its Authorized Users’ Internet connectivity;
Subscription Services Agreements not paid for at the time of the Downtime;
Internet or other network traffic problems other than problems arising in or from networks actually or required to be provided or controlled by Company;
Factors outside Company’s reasonable control (i.e. natural disaster, war, acts of terrorism, riots, government action, or a network or device failure, including at Company’s data hosting center subcontractor site, Customer’s site or between Customer’s site and Company’s data center;
Customer’s or any of its Authorized Users’ own installed software or hardware failure;
Any downtime resulting from outages of third party vendor connections or utilities (to the extent not caused by Company’s breach of its contract(s) with such providers);
Scheduled Maintenance.

2. SUPPORT SERVICES

2.1 THE SUPPORT SERVICES:

Relationship Manager: Depending on the module of the Subscription Services contracted, Company shall assign a primary relationship manager who will act as a single point of contact for ongoing management and resolution of issues. The Subscription Services for module ADV do not have a dedicated relationship manager.

Support Services Contact: The support shall include help desk support, telephone and/or email consultation, and remote communication support for Customer, all of which are subject to the limitations herein.

Telephone consultation during Severity 1 and 2 requests (“Critical Severity Level” ): +1(646) 546-5087

Email support: ask@diligencevault.com. Please make sure to contact us via your email registered with your account and include the following:

Subject of the email: “Customer Name, Severity level (Critical, High, Medium, or Low, as described below).”
Body of the email: Provide a brief explanation of the support issue. (No need to capitalize description or use any bold or font changes.) Include screen shots with as much detail on the issue and how to reproduce it, as appropriate and if practicable.

Support within the platform – a support icon allows the users to open a ticket or look for answers in the knowledge base.

How to use the platform:

Training materials – training materials are available in the faq.diligencevault.com website.

Self-service knowledge base – tutorials, guides and articles on anything you need to know about the Service.

Procedures: If Customer encounters a problem in the usage of the Subscription Services and sends a support request to Company, Company shall diagnose and reasonably assign a priority to the noted problem. If it is determined by Company that said problem is caused by an error in the Subscription Services, Company shall correct said problem. If it is determined that said problem is not caused by an error in the Subscription Services, Company shall advise the Customer.

Service Orders: If Customer requests in writing that Company (i) improves a functionality not caused by an error in the Subscription Services or (ii) upgrade testing and support, data reconciliation assistance, assistance to correct user entry errors, or disaster recovery assistance that is not the fault of Company or the Subscription Services, Company and Customer shall negotiate an SoW.
Escalation: With respect to any Critical Severity Level request, until such request is resolved, Company shall escalate within sixty (60) minutes of the receipt of such request by the appropriate Company support personnel, including, as applicable, to the Lead of Client Success and then CTO.

2.2 SUPPORT HOURS:

The Company will provide telephone and/or email consultation to Customer as follows:

Standard Support Hours: applicable for Severity Levels 3 and 4; 24 hours per day, Monday to Friday.
Critical Support Hours: applicable for Severity Levels 1 and 2; 24 hours per day, 7 days a week, 365 days a year.

2.3 SEVERITY LEVELS

Support requests shall be classified by the following priority and response levels:

In order for Company to provide the support services described herein, Company and Customer will work together in good faith to determine access solutions as required which conform to Customer’s security policies and procedures.

Severity Level	Definition	Response Time	Resolution Time
1 Critical	An error that has a significant, severe impact to the Subscription Services. The event and/or problem may render the Subscription Services non-functional. Isolated instances as determined solely by Customer that affect a limited set of users, groups or single users are not classified as critical. Customer must send an email and include in the subject line the word “Critical” and thereafter call phone for Support Hours for Severity 1 – Critical problem (see Company Support number above).	45 Minutes (if marked as “Critical” on the email subject line or informed during a call)	Resolution Time: 4 hours for temporary workaround or resolution. Company shall use best efforts to promptly initiate the following procedures: (1) assign its specialists and provide escalated procedures to correct the error on an expedited basis, and (2) provide ongoing communication on the status of an error on an hourly basis as needed.
2 High	An error that limits the operations of the Subscription Services.	90 Minutes	Resolution Time: 8 hours for temporary Workaround or resolution. Company shall use best efforts to promptly initiate the following procedures: (1) assign its specialists and provide escalated procedures to correct the error on an expedited basis, and (2) provide ongoing communication on the status of an error on an hourly basis.
3 Medium	An error that can partially affect the use of Subscription Services. Use of the Subscription Services can continue after a work-around is in place.	4 hours	Resolution Time: 24 hours for workaround or resolution. Company shall use commercially reasonable efforts to assign its specialist to correct the error, and communicate status updates as necessary.
4 Low	An error that has limited business impact, is not critical in nature, or does not have any significant impact to Customer.	1 Day	Company shall use commercially reasonable efforts to include an error correction in the following maintenance release, and communication status updates as necessary.

CORRECTIVE ACTION PLAN

If two or more service errors occur in any thirty (30) day period during (a) the Term, or (b) any additional periods during which Company is required to perform any Subscription Services, Company shall promptly investigate the root causes of these service errors and will provide a corrective action plan to Customer within fourteen (14) days.

UPDATES TO THIS DOCUMENT

As our business evolves, we may change our Service Level Terms and Support Services, and Customers and can review the most current version of the Service Level Agreement at any time by visiting this webpage.