BrandMaker Service Level Agreement

BrandMaker Service Level Agreement BrandMaker Service Level Agreement v1.1, 18-02-2014, page 1 of 6

I. Support 1 Object of the agreement The object of these terms and conditions is the support of standard BrandMaker Software as ordered and provided (hereinafter referred to as the Software or BrandMaker Software ). BrandMaker will provide second line support conform the scope of services regulated in 2 on the basis of these terms and conditions for support of BrandMaker Software. These terms and conditions entitle a maximum of five persons designated by name ( First Line Support Team ) of the Customer to use the second line support services defined in these terms and conditions ( support ). First line support, handling requests from end-users, is administered separately by a Customer helpdesk that operates under its own authority. 2 Support requests (1) Support requests must strictly be made in English or German via Online-Formular http://www.brandmaker.com/de/ressourcen/support/k ontakt.html ; this enables tracking using a ticketing system. (2) In addition, the First Line Support Team will receive hot line (phone) support by BrandMaker for Severity 1 Incidents and Defects. The hotline is available via +49 721 2012 519-11 during Service Hours. Inquiries will be answered promptly, insofar as possible. Otherwise, they will be answered within a period reasonable in relation to the relevant problem. (3) Incidents with and Defects in BrandMaker Software shall be reported to BrandMaker as detailed as possible by describing the error symptoms, conditions of use, previous instructions to the Software, the number of workstations affected as well as indicating the system and hardware environment, including any third-party software used. For this purpose, the Customer shall use the form provided by BrandMaker. Every message shall be sent immediately after discovery of the error. (4) A Change Request may involve additional features or customizations of existing BrandMaker Software. Change Requests are beyond the scope of the agreement. 3 Severity Levels (1) Problems that cause the BrandMaker Software to fail to operate substantially in accordance with its Documentation ( Problems ) are classified in accordance with the following priority levels: Severity 1 (Blocker) means a critical Problem which causes the BrandMaker Software to crash, requires the BrandMaker Software to be rebooted, or destroys non-recoverable data such as user data. Major functionality is inoperative and no workaround is known. Severity 2 (Critical) means a high-priority Problem that severely impairs key functional aspects of the BrandMaker Software but does not prevent operationally critical processing. Severity 3 (Minor) means a Problem that causes failure of a non-critical aspect of the BrandMaker Software. (2) Above classification applies only to live systems. If available, test and staging systems are rated using the above table only during the test phase or before an update. In all other cases, Incidents and Defects in the test or staging system are rated as severity 3. 4 Initial Response Time BrandMaker will make commercially reasonable endeavors to acknowledge support requests with a Qualified Response as follows: Severity 1: Response within 4 hours of Support Service Hours. Severity 2: Response within 8 hours of Support Service Hours. Severity 3: Phone or email response within 2 office days of Support Service Hours. Note: This means that for a support request made at 16.00 on Friday and responded to at 10.00 on Monday, the response time is 4 hours. 5 Verification Time BrandMaker will make commercially reasonable endeavors to verify Incidents or Defects as follows: Severity 1: 1 office day after initial response. Severity 2: 3 office days after initial response. Severity 3: 5 office days after initial response. Note: This means that for a support request made at 16.00 on Friday and verified at 16.00 on Monday, the verification time is I day. 6 Problem Resolution BrandMaker will use commercially reasonable endeavors to provide a resolution to a reported problem as follows: Severity 1: Workaround or Service Update provided within 2 office days after issue verification. Severity 2: Workaround provided within 5 office days after issue verification. Severity 3: Workaround provided within 5 office days after issue verification if one is available. 7 Escalation Procedure Escalation Level 1: Notify BrandMaker Teamleader Customer Support. If the Problem is not on track for resolution, Customer or BrandMaker may escalate to Escalation Level 2. Escalation Level 2: BrandMaker Director Professional Services is notified and with participation by BrandMaker Teamleader Customer Support & Customer, the parties will attempt to determine a mutually agreeable time period and plan for resolution. In the event that the parties are unable to agree on a resolution plan, the Problem will be escalated to Escalation Level 3. Escalation Level 3: Problem will be escalated to Senior Management of both BrandMaker (VP BrandMaker Service Level Agreement v1.1, 18-02-2014, page 2 of 6

II. Development and VP Professional Services) and Customer for discussion and agreement on a resolution plan to be instituted by BrandMaker Customer Support in conjunction with Customer. Maintenance 1 Object of maintenance The objects of these terms and conditions are BrandMaker's services as governed below in these terms and conditions. Unless regulated explicitly in these terms and conditions, any further services are not a part of BrandMaker s maintenance services. On the basis of these terms and conditions, BrandMaker will provide the maintenance of BrandMaker Software within the scope of services regulated in 2. 2 New releases (1) BrandMaker will further develop BrandMaker Software and can provide the Customer with new versions, after they are made generally available to BrandMaker Customers. Apart from improvements and fixes for Defects, new releases may also include functional extensions to BrandMaker Software. (2) New releases may be implemented by BrandMaker on its Marketing Efficiency Cloud, in coordination with BrandMaker and the Customer. (3) In case the Customer is hosting the BrandMaker Software, the Customer is free to install the latest release or to wait for future releases. (4) BrandMaker will support the most two recent Major Releases (e.g. 4 and 5). Within a supported Major Release the last two Minor Releases (e.g. 5.5 and 5.6) are supported. (5) BrandMaker will determine the time sequence for introducing new Major and Minor Releases at its own discretion. Normally, BrandMaker will offer two Minor Releases a year. 3 Delimitation of the scope of maintenance (1) Training of the Customer s employees or customer specific development, integration- and implementation services is not included in the scope of maintenance services pursuant to these terms and conditions. The same applies to consulting the Customer regarding any appropriate intended use of BrandMaker Software. Operating errors on the part of the Customer are also not included. (2) In case the Customer is hosting the BrandMaker Software, BrandMaker will make any adjustments or changes to the BrandMaker Software due to specific operational requirements of the Customer based on a separate agreement against separate remuneration. III. Application Availability 1 Scheduled downtime (1) In order to carry out updates, configuration changes and certain maintenance work, it is necessary to take the system out of operation for a specific period of time. These times are called scheduled downtimes. (2) Scheduled downtimes are carried out by BrandMaker and are communicated to Customers First Line Support Team via e-mail. The customer is usually given notice of scheduled downtimes two weeks in advance. In urgent exceptional cases, it may be necessary to arrange a scheduled downtime on shorter notice. (3) Downtimes for installations and updates are carried out during the Service Hours. 2 Availability (1) BrandMaker shall use commercially reasonable efforts to maintain a system availability of 99% per year. This excludes outages due to force majeure. The availability is calculated in relation to the service hours. The scheduled downtimes are not taken into account for the calculation of the availability. (2) BrandMaker monitors the availability of the system using suitable and appropriate technical means. The availability is determined at the output port from the BrandMaker data center to the Internet. 3 Backup (1) BrandMaker generates a daily backup of the data on a backup server within the same data center. The backup covers all BrandMaker data, saved media files and configuration settings. IV. Duties of the Customer 1 Customer cooperation The Customer shall support BrandMaker in all respects in providing its services pursuant to these terms and conditions. In particular, in the interest of efficient elimination and processing of Incidents and Defects, the Customer shall designate employees and relevant deputies with in-depth functional and technical knowledge regarding the Software as contact persons for BrandMaker and inform BrandMaker of their names and contact details. These employees (First Line Support Team) shall bundle and coordinate the messages and inquiries on the part of the Customer. Initially, using their functional and technical knowledge, they shall check how they can assist the users affected prior to forwarding any messages and inquiries. If they are not able to resolve the problems arising, they shall forward the messages and inquiries to BrandMaker via the procedures as outlined in Section 1, 2. 2 Access to BrandMaker software When Customer hosts the BrandMaker Software, the Customer has to grant BrandMaker access to the Software via a communication network (e.g. Internet). If error elimination via remote data transfer is not possible, because access was not ensured, and if on-site work becomes necessary as a result, BrandMaker will charge this in line with the most recent price list for BrandMaker services, plus travel and other expenses. Access via remote data transfer shall be provided via a connection BrandMaker Service Level Agreement v1.1, 18-02-2014, page 3 of 6

that is protected against unauthorised access by third parties. 3 New releases and Operating Environment (1) When Customer hosts the BrandMaker Software, the Customer must operate one of the two last Major Releases of the software, unless BrandMaker identifies it is not reasonable for the Customer situation. (2) When Customer hosts the BrandMaker Software, the Customer may not operate the software at any location and operating environment other than the location represented when entering into the agreement and the operating environment represented within the BrandMaker system requirements documentation without prior consultation with BrandMaker. 4 Compensation If it turns out that an Incident or Defect reported by the Customer does not actually exist or is not due to the Software (alleged error), the Customer shall bear the costs incurred by BrandMaker for error analysis and other processing measures pursuant to the most recent price list for services. BrandMaker Service Level Agreement v1.1, 18-02-2014, page 4 of 6

Definitions Term Change Request Customer Defect Downtime First Line Support First Line Support Team Incident Major Release Minor Release Order Form Qualified Response Second Line Support Service Hours Service Request Service Update Definition A Change request is a request made by the customer to adjust or enhance the software. A change request may redefine the behavior of the software and may require adjustments or enhancements of the existing software, adjustments of new interfaces, etc. Contracting Party as defined within the section Generic Information of the associated Order Form A defect is incorrect software behavior that constitutes a deviation from the defined software behavior within the documentation (operating manuals, user manuals and release notes) and that can be corrected only by modifying the software. A temporary measure to deal with a defect is a workaround. Downtime is the time during which a system is unavailable. There is a distinction between scheduled and unscheduled downtime. First line support is the first point of contact for employees of Customer. The customer provides this first line help desk that assumes responsibility for the BrandMaker Marketing Efficiency Cloud. Among others, first line support deals with queries that can be resolved using the content of manuals or through user training. For further, more complex questions that must be allocated to second line support, the first line support help desk can receive support from BrandMaker Support. Up to five persons of the Customer, designated by name, that deliver First Line Support for the customer and that may use the second line support services defined in these terms and conditions ( Support ). An Incident is an unplanned interruption to the provision of the software or to the provision of sub-functions (for example, if a database overflow occurs or an application cannot be reached). Planned maintenance is not considered an interruption of services. A Major Release is a release that may contain additional functionalities, changed API s as well as a changed architecture. A Major Release has a shorter version number than a Minor Release (e.g. 5 or 4). BrandMaker will support the most recent Major Release and one Major Release back (e.g., 5 and 4). A Minor Release is a release that may contain large or small modifications of existing functionalities and fixes for Defects. A Minor Release is identified with an additional sequential number next to the Major Release (e.g., 4.0, 4.1, 4.3 and 5.1). BrandMaker prefers to provide Defect fixes in Minor Releases. Within a supported Major Release the last two Minor Releases (e.g. 5.5 and 5.6) are supported. The first Major Release version starts with a Minor Release number of x.0. The associated Order Form that describes the license subscription and associated services purchased by the Customer. The qualified response is the first e-mail response from BrandMaker Support to a request. This ends the response time for the request in question. A qualified response usually includes information about the type of request (Incident or Defect), a confirmation of the priority level of the request and a first solution or information about the next steps towards solving the problem. If possible, a time line is provided so that the customer can estimate the time required. BrandMaker provides second level support exclusively to its customers. Second line support deals with queries that cannot be resolved using the content of manuals or through user training. BrandMaker can be contacted only by a maximum of five persons designated by name ( entitled persons ) of the Customer First Line Support team to use Second Line Support services defined in this SLA. BrandMaker Support is available Monday to Friday from 08:00 to 18:00 German time (CET or CEST). Exceptions to this are January 1, Good Friday, Easter Monday, May 1, December 25 and December 26. BrandMaker does not provide support on these days. On December 24 and December 31, the service hours are 08:00 to 12:00. Service requests are requests made to BrandMaker that are related to changes to the configuration settings accessible by administrators in the administrator interface of the BrandMaker Software. These go beyond support requests and are specific tasks that are to be carried out by BrandMaker that are - unlike support requests - subject to a fee. These include, for example, user training, customizing, configuration tasks, or consulting. A Service Update is a version of the software that is made available for small changes and error corrections. Service Updates are implemented only in exceptional cases. BrandMaker Service Level Agreement v1.1, 18-02-2014, page 5 of 6

Support Request Workaround Support requests are Second Line Support requests made to BrandMaker. They are included in the scope of the support agreement, unlike Service Requests, user training, customizing, configuration tasks or consulting. A workaround is a temporary solution for a request that requires more time to be solved completely. The workaround is a measure to ensure that the Customer can continue operations with the BrandMaker Software until a definitive solution is available. BrandMaker General Terms & Conditions (GTC) are applicable to this SLA. The current version of the GTC can be found as www.brandmaker.com/fileadmin/downloads_en/assets/brandmaker_gtc_en.pdf BrandMaker Service Level Agreement v1.1, 18-02-2014, page 6 of 6