Support Services Agreement

1. Support Services Definitions

1.1
"Customer Equipment" means equipment owned, leased or operated by Customer. This includes desktop environments including physical desktops, virtual environments (e.g., Citrix, AppV), ACD, Workforce Management, servers (physical or virtual) or any other component or network infrastructure provided by Customer on which the SaaS Services are dependent.

1.2
"Emergency Downtime" means the total number of minutes during any month in which Customer is not able to access the SaaS Services due to (a) an emergency maintenance by Intradiem, and (b) service unavailability due to remediation or isolation steps taken in the event of a breach, potential breach or during investigation of a security or cyber related incident impacting Intradiem hosted infrastructure. An emergency maintenance may be required to correct a service impacting event or to apply a security patch to address any potential SaaS Services vulnerability.

1.3
"Enhancement" means a change to a feature or area of functionality within the Hosted Application that expands the capabilities beyond the original licensed specifications. Enhancements may or may not be Customer specific and may or may not be offered to all Customers. Additionally, Enhancements may comprise a major component of an Upgrade for which Intradiem may charge additional licensing fees.

1.4
"Excused Downtime"means time that the SaaS Services are not available because of
(a) Scheduled Downtime
(b) Outages caused by the misuse of the SaaS Services by Customer, failure of the Internet and/or public switched network, or
(c) Other events that are beyond Intradiem’s reasonable control which includes but are not limited to changes made by Customer personnel that directly impact the SaaS Services, or Customer system issues or changes to other Customer applications made by Customer that impact the SaaS Services.

1.5
"Hosted Application" means Intradiem’ software and application programming interfaces (APIs) to which the Intradiem Providers and Intradiem Desktop Experience connect. The Hosted Application includes the Rules Engine and Reporting.

1.6
"Hosted Environment" includes the combination of hardware and third-party software owned, licensed/and or managed by Intradiem to provide the SaaS Services.

1.7
"Intradiem Desktop Experience" means the Intradiem provided software package that is applied to the computer used by an authorized user which facilitates login to, and use of the Hosted Application.

1.8
"Intradiem Providers" means the Intradiem developed middleware that connects the Hosted Application with third-party Contact Center systems such as Automatic Call Distributors (ACD), Workforce Management (WFM) and Messaging systems.

1.9
"Priority 1" means the Hosted Environment is down and unavailable for access by Customer or there is an issue with the SaaS Services which is having a critical impact on the service impacting all users.

1.10
"Priority 2" means the software that comprises SaaS Services contains or demonstrates either:
(a) system outages impacting >=25% of the users associated with any use cases due to a software defect, service failure, or data corruption;
(b) system performance that is severely degraded or widespread system latency issues beyondreasonable expectations that are impacting >=25% of the users associated with any use cases.

1.11
"Priority 3" means the software that comprises the SaaS Services is generally available and operating with minor errors that contain or demonstrate either:
(a) incorrect logic, incorrect descriptions, or functional problems which Customer is able to work around or accept the error or where a temporary correction has been implemented (fully functional but needs improvement).
(b) system outages impacting <25% of the users associated with any use cases due to software defect, service failure, or data corruption
(c) system performance that is severely degraded or widespread system latency issues beyond reasonable expectations that are impacting <25% of the users associated with any use cases.

1.12
"Priority 4" means the software that comprises the SaaS Services is generally available and operating but there is a minor issue reported.

1.13
"Priority 5" means that the SaaS Services are available, but that
(a) there is a Customer initiated maintenance request/notification, or
(b) Customer has suggestions regarding possible future feature improvements and/or enhancements.

1.14
"Release" includes major and minor software Updates to the SaaS Services.

1.15
"Resolution Time" means the measure of time between the initial support request being acknowledged that a case for support has been received and confirmed until a Workaround or permanent resolution has been provided to Customer. However, Resolution Time excludes the time that Intradiem is waiting for Customer input, responses, and actions required to resolve the support issue.

1.16
"Rules Engine" means the component within the Hosted Application that executes specific real-time actions based on user defined instructional rules, written as IF/THEN statements and used to test specific operational conditions and subsequently take specific actions.

1.17
"SaaS Services" is the combination of the Hosted Environment, the Hosted Application, Intradiem Desktop Experience, and the Intradiem Providers.

1.18
"Scheduled Downtime" means the total number of minutes during any month in which Customer is not able to access the SaaS Services due to scheduled maintenance by Intradiem, including regular maintenance windows and deployment of “hot fixes” for service defects, deployment of upgrades and migrations, where Intradiem has given reasonable advance written notice to Customer for each scheduled outage. Scheduled Downtime will be calculated based on the number of minutes from the commencement to the completion of the maintenance window.

1.19
"Scheduled Maintenance" means the specific maintenance window mutually agreed by Customer and Intradiem in which Intradiem will make routine maintenance changes, updates and upgrades to the software applications within the SaaS Services.

1.20
"Service Availability" means the percentage of time the SaaS Services are available to Customer for use and is calculated by dividing the total number of minutes in a month less Unscheduled Downtime.

1.21
"Support Services" means those services as outlined and described within this Support Services Agreement provided to Customer by Intradiem.

1.22
"Unscheduled Downtime" is the total number of minutes during a month in which Customer is not able to access and use the SaaS Services due to a P1 outage, excluding
(a) Scheduled Downtime;
(b) Excused Downtime; and
(c) Emergency Downtime.

1.23
"Update" means a change in the underlying code within the SaaS Service that is applied by Intradiem to address or fix a known or suspected error. Updates are not Upgrades and do not include additional features or functionality beyond the Use Cases licensed by Customer. Updates include bug fixes, corrections and patches.

1.24
"Upgrades" means new products, features, functionality or Enhancements to the SaaS Services for which Intradiem generally charges its customers a separate fee in addition to any existing SaaS Services license fees. Upgrades may come in the form of new Use Cases or Enhancements to licensed Subscription Service Use Cases.

1.25
"Workaround" means a strategy or a technique such as a configuration change used to overcome a defect within the application that is not addressed by a code change that allows the SaaS Services to function.



2. Provision of Support Services

2.1
Intradiem will provide Support Services via the web, email and phone. Customer will have access to theSupport Web Portal and case management system on a 24 x 7 x 365 basis to report and review cases.

2.2
Intradiem will provide telephone support for Priority 1, Priority 2 and Priority 3 issues to Customer during normal business hours (Monday – Friday, 8 a.m. – 5 p.m. Eastern time) excluding the following recognized United States federal holidays: New Year’s Day, Martin Luther King Day, Memorial Day, Juneteenth, July 4th, Labor Day, Thanksgiving Day, and Christmas Day.

Following the notification receipt (acknowledgement), the request is logged into the Intradiem case management system and a case number will be assigned. All communications regarding the support request must reference the assigned case number.

2.3
Following the notification receipt (acknowledgement) that a support case has been submitted, Intradiem’s technical support group will utilize the appropriate technical resources to resolve the issue. Upon review of the support case, the nature of the problem will be identified, and a priority level will be assigned by Intradiem.

2.4
Resolution of an issue may take the form of new code, new or supplementary operating instruction or procedures, Updates or Upgrades to third party operating systems or products or any other commonly used method for correcting defects, as Intradiem deems appropriate.

2.5
Priority Levels apply to the production SaaS Services provided by Intradiem that service the end-user requests and shall not apply to performance issues to the extent resulting from (i) actions or inactions of Customer or any Customer or any third parties (e.g. lack of network availability or performance as provided by Intradiem’s bandwidth provider partners); (ii) Customer Equipment inclusive of Customer on-premise remote integration servers and/or third party computer hardware or network infrastructure not supplied by or through Intradiem.



3. Incident Response and Resolution Table

3.1
The following table defines the service levels and responsiveness and resolution times to be met under the agreement.

Priorities Initial Response Status Updates Permanent Resolution
Priority 1 –
Critical Impact
Initial Response Time within 2 hours from the case being submitted to Intradiem via the portal or email or by phone. Every 4 hours Intradiem will use commercially reasonable efforts until a suitable Workaround, or a hot-fix is provided.

A functional error (defect) will be addressed and released as a hot-fix. Where a Workaround is provided, a permanent resolution will be released within 5 Business Days.

The permanent resolution will be released as a hot-fix and included in incremental product releases.
Priority 2 –
High Impact
Initial Response Time within 4 hours from the case being submitted to Intradiem via the portal or email or by phone. Every business day A Workaround is in place. A permanent resolution will be released within 10 Business Days.

The corrective action will be released as a hot-fix or as a part of a product release dependent on business impact and the timing of the product release.
Priority 3 –
Medium Impact
Initial Response Time within 4 business hours from the case being submitted to Intradiem via the portal or email or by phone. Every 5 business days A fix or suitable Workaround provided within 10 Business Days.

Where a Workaround is provided, a permanent resolution will be released within 60 Business Days.

The corrective action will be released as a part of a product release.
Priority 4 –
Low Impact
Initial Response Time within 8 business hours from the case being submitted to Intradiem via the portal or email or by phone. 10 business days In the next feasible product release as determined by Intradiem Product Management.
Priority 5 –
No Impact
Initial Response Time within 1 business day from the case being submitted to Intradiem via the portal or email or by phone. All enhancement requests are reviewed by the Intradiem Product Management team and processed and prioritized as appropriate. All requests are considered but may or may not be included in a future release.




4. SaaS Services Availability

4.1
If the Service Availability falls below 99.9% in a given month, Customer will be entitled to credit (expressed as a percentage of the SaaS Services fee prorated over a 12-month period) as outlined in the table below for each month that the Service Availability standard is not met. At Customer’s option, such credit will be applied against the next invoice for SaaS Services fees.

Service Availability
Availability Service Credits
100 – 99.9% 0%
99.98 – 99.50% 2.5%
99.49 - 98.00% 5.0%
97.99 – 97.50% 7.5%
Less than 97.5% 10%

4.2
Intradiem will notify Customer within two (2) hours after the start of an unexpected outage. Such notification will take the form of an e-mail to the specified resource on the Customer’s technical support team.

4.3
Credits will not be applied on service unavailability due to remediation or isolation steps taken in the event of a breach, potential breach or during investigation of a security or cyber related incident impacting Intradiem Hosted Environment.





5. Other Support Services

5.1
Backup - Intradiem will perform a full back-up of all Customer’s Data files weekly and a nightly incremental back up of the same. Incremental database transaction log file backups are performed daily, every 15 minutes. All back-ups will be stored in a secure location within the data center from which the SaaS Services are provided. Customer agrees that in the event of any loss or damage to Customer Data due to malfunction of the SaaS Services, Intradiem shall restore lost or damaged data to the extent of its latest backup as supplemented by any available Customer backup, if necessary.


5.2
Updates - Intradiem will notify Customer of all Updates to the SaaS Services. Intradiem will notify Customer at least thirty (30) days in advance of any planned Updates (excluding General or Emergency maintenance). Such notification will include a) the work to be completed; b) the date and time the outage is scheduled to begin; and c) the date and time the outage is scheduled to be completed.


5.3
Latest Generally Available Release - Customer understands that updates, bug fixes, patches, etc. will be applied as part of Support Services. Customer will provide the appropriate Customer personnel and resources with which to intake these releases, etc. and will remain consistent with the latest generally available release at all times.


5.4
General Maintenance - Intradiem will notify Customer of all general maintenance to the SaaS Services. Intradiem will notify Customer at least seven (7) days in advance of any planned general maintenance. Such notification will include a) the work to be completed; b) the date and time the outage is scheduled to begin; and c) the date and time the outage is scheduled to be completed.


5.5
Emergency Maintenance - Customer understands that, if necessary, Intradiem will notify the Customer if there is a need for an emergency maintenance window in the rare occasion that addresses a significant system event or a security concern that requires immediate attention and remediation outside of our upgrade and maintenance windows.


5.6
End of Life Policy - Intradiem will provide information regarding release support and End of Life Policy on releases to Customer via Customer’s access to the WebHelp portal.


5.7
Reporting - Intradiem will provide access to Intradiem’s standard support reports to Customer via the Salesforce.com customer portal. On a monthly basis Intradiem will facilitate a case review call.


5.8
Customer Data & Metadata - Intradiem uses metadata gathered by Customer’s use of the SaaS Services. This data is used to provide Support Services as well as Updates and improvements to the SaaS Services. Customer owns all Customer Data however Intradiem will own all metadata. Metadata will be anonymized and stored in an aggregated format.

EXHIBIT B
DATA ACCESS & DATA PROCESSING

1. Data Access

1.1
Customer has warranted to Intradiem that Customer has the right to provide Intradiem access to Customer Applications and to Customer Data.

1.2
Additionally, Customer’s contracts with licensors of Customer Applications specify that Customer owns all Customer Data derived and created by use of such third-party application and that Customer has the following rights and abilities:
(a) Integrate or otherwise interfacing with the third-party application in order to access, download, combine, retrieve, change, modify and update Customer Data
(b) Unlimited access to Customer Data; and
(c) Customer Data may be accessed by either technology or human interactions

1.3
Customer warrants that Customer owns all Intellectual Property rights in and to Customer Data that resides in or is created through Customer’s use of any Customer Applications.

1.4
Intradiem has the right to access Customer Data and process Customer Data in order to provide the Services as detailed within an individual Statement of Work, Order Schedule/ Work Order and the Agreement.





2. Data Processing

“Process”, “Processing”, or “Processed” means any operation or set of operations which is performed upon Customer Data (whether or not by automatic means), including collecting, recording, organizing, storing, adapting, altering, retrieving, consulting, using, disclosing, making available, aligning, or combining.

2.1
Intradiem shall comply with any applicable privacy law and any other relevant data protection and privacy law, regulation, or other regulatory requirement to which Intradiem is subject.

2.2
Intradiem shall give Customer such co-operation, assistance and information as Customer may reasonably request to enable it to comply with its obligations under any applicable privacy law and co-operate and comply with the directions or decisions of a relevant privacy authority. Intradiem shall provide such co-operation within a reasonable time-period.

2.3
Customer recognizes that Intradiem is subject to applicable privacy laws and acknowledges that Intradiem will comply will any applicable privacy law and any other relevant data protection and privacy law, regulation, or other regulatory requirements. Prior to commencing the Processing, and any time thereafter, Intradiem shall promptly inform Customer if, in its opinion,

2.4
The parties may amend this Exhibit B in the case of any change related to the Processing of Customer Data where agreed by the parties or otherwise permitted by the Agreement.





3. Security of Communications

3.1
Intradiem shall undertake appropriate technical and organizational measures to safeguard the security of any electronic communications networks or services provided to Customer or utilized to transfer or transmit Customer Data (including measures designed to ensure the secrecy of communications and prevent unlawful surveillance or interception of communications and gaining unauthorized access to any computer or system and thus guaranteeing the security of the communications).





4. Data Breach and Notification Requirements

4.1
Intradiem shall notify Customer in writing as soon as possible under the circumstances, but no later than within 72 hours, after becoming aware of any accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, Customer Data ("Security Breach"). Such notification shall include (i) a detailed description of the Security Breach and (ii) the type of data that was the subject of the Security Breach. Intradiem shall communicate to Customer in such notification (i) the name and contact details of the Intradiem’s data protection officer or other point of contact where more information can be obtained; (ii) a description of the likely consequences of the Security Breach; (iii) a description of the measures taken or proposed to be taken by Intradiem to address the Security Breach, including, where appropriate, measures to mitigate its possible adverse effects; and additionally in such notification or thereafter (iv) as soon as such information can be collected or otherwise becomes available, any other information Customer may reasonably request relating to the Security Breach.

4.2
Intradiem shall immediately investigate the Security Breach and identify, prevent and make best efforts to mitigate the effects of any Security Breach in accordance with its obligations under this Agreement and, subject to Customer’s prior agreement, carry out any recovery or other action necessary to remedy the Security Breach. Intradiem shall not release or publish any filing, communication, notice, press release, or report concerning any Security Breach with respect to Customer Data ("Publicity") without Customer’s prior written approval. The actions and steps described in this Clause 4.2 shall, without prejudice to Customer’s right to seek any legal remedy (including the claim for reimbursement of Customer’s costs of legal action against Intradiem) as a result of the breach, be undertaken at the expense of the Intradiem and Intradiem shall pay for or reimburse Customer for all costs, losses and expenses relating to the cost of preparing and publishing Publicity.