SERVICE LEVEL AGREEMENT – Market Syncer

THIS SERVICE LEVEL AGREEMENT (“Schedule”) forms a part of the MarketSyncer SaaS Terms and Conditions (the “Terms”) and the License and Services Agreement between MarketSyncer Inc. and the Client, as amended from time to time (the “Agreement”). Capitalized terms used in this Schedule but not defined in this Schedule are used as defined in the Agreement or in the Terms.

1 MANAGED SERVICES SUPPORT

1.1 Support Obligations. During the Term, the Provider will provide support relating to the Services to the Client and authorized Users in accordance with this Schedule (each request for support, a “Request”).

1.2 Service Desk Support. The Client and authorized Users may submit Requests by email to info@marketsyncer.com.

1.3 Support Hours. Subject to the response timetable below, support will be available between the hours of 9:00 am EST and 5:00 pm EST on each Business Day (each such hour is hereafter referred to as a “Business Hour”). After hours support (“After Hours”) is available from 5:00 pm EST to 9:00 pm EST on each Business Day and from 9 am EST to 5:00 pm EST on weekends.

1.4 Limitations on Support. The Provider’s obligation to provide support is contingent upon proper use of the Services and full compliance with the Agreement. The Client shall not misidentify the severity of a Request when submitting such Request. If the Client misidentifies the severity level of a Request, the Provider will not be subject to the response times specified and may respond at its discretion.

1.5 Additional Support Services. If at any time during the Term the Client requires additional services not covered by this Schedule or the Agreement, including without limitation, services relating to software updates, configuration and modifications, enhancements, further training, etc., the Provider, in its sole discretion, may offer such additional services at fees to be determined in its discretion.

2 SUPPORT ISSUE SEVERITY LEVELS, RESPONSE TIMES, ISSUE RESOLUTION, AND ESCALATION

2.1 Issue Response. The Provider will respond to Requests in accordance with the table below. The severity level will be determined by the Provider in its reasonable discretion.

Response Commitment Timetable

Severity Level	Initial Response	On-going Communication on Problem Resolution
Critical Causes a severe impact to the Client’s ability to use the Software (e.g. Software is inaccessible) with no immediately available workarounds	Twelve (12) Business Hours	The Provider will make all commercially reasonable efforts, taking into consideration the critical nature of the issue, to resolve the problem or provide a workaround while keeping the Client or affected Users who submitted the Request updated at least every Business Day until closure of the support incident. Critical issues will be assigned to the most senior developer available, who will work exclusively on resolving the critical issue during all Business Hours.
High Causes a noncritical impact to the Client’s ability to use the Software operations (e.g. Software is accessible but some critical data and/or features are unavailable) with no immediately available workarounds.	Eighteen (18) Business Hours	The Provider will make all commercially reasonable efforts, taking into consideration the high severity of the issue, to resolve the problem or provide a workaround while keeping the Client or affected Users who submitted the Request updated at least every two (2) Business Days until closure of the support incident.
Low Causes the Client to be unable to perform certain tasks or use non-critical features of the Software.	Three (3) Business Days	The Provider will make reasonable efforts to resolve the problem or provide a workaround while keeping the Client or affected Users who submitted the Request updated at least every three (3) Business Days until closure of the support incident.

Severity Level

Initial Response

On-going Communication on Problem Resolution

Critical

Causes a severe impact to the Client’s ability to use the Software (e.g. Software is inaccessible) with no immediately available workarounds

Twelve (12) Business Hours

The Provider will make all commercially reasonable efforts, taking into consideration the critical nature of the issue, to resolve the problem or provide a workaround while keeping the Client or affected Users who submitted the Request updated at least every Business Day until closure of the support incident.

Critical issues will be assigned to the most senior developer available, who will work exclusively on resolving the critical issue during all Business Hours.

High

Causes a noncritical impact to the Client’s ability to use the Software operations (e.g. Software is accessible but some critical data and/or features are unavailable) with no immediately available workarounds.

Eighteen (18) Business Hours

The Provider will make all commercially reasonable efforts, taking into consideration the high severity of the issue, to resolve the problem or provide a workaround while keeping the Client or affected Users who submitted the Request updated at least every two (2) Business Days until closure of the support incident.

Low

Causes the Client to be unable to perform certain tasks or use non-critical features of the Software.

Three (3) Business Days

The Provider will make reasonable efforts to resolve the problem or provide a workaround while keeping the Client or affected Users who submitted the Request updated at least every three (3) Business Days until closure of the support incident.

2.2 Escalation. Support issues may be escalated by the Client as follows.

Severity Escalation: The Client may escalate the severity of a Request by notifying the Provider’s support resources, if there are extenuating circumstances that cause or could cause the support issue to have an adverse impact on the Client’s business or its relationship with its Users and customers. The request to escalate the severity of a support issue may be initiated by submitting or updating a ticket with the word “escalate” in the subject line.
Managerial Escalation: The Client may request managerial escalation of a Request by contacting the Provider’s applicable contact persons. Issues may be escalated through subsequent levels of management as required until the support issue is resolved.

2.3 Planned Service Interruptions. Notwithstanding the service level agreement contained in this Schedule, The Provider may, upon reasonable notice, interrupt the availability of Services between 11:00 P.M. and 6:00 AM, Toronto, Ontario time, to perform planned maintenance on the Software (“Planned Service Interruption”).

2.4 Exigent Circumstances. The Provider may also interrupt the availability of the Services on an exigent basis, as minimally required to repair and/or mitigate the effects of security breaches, virus attacks, denial of service attacks and other intentional interferences by third parties. The Provider will exercise reasonable efforts to inform the Client before interrupting the availability of the Services to effect the said repairs.