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Service Level Agreement
Maintenance and Support of Software

  1. Scope of Support Services. Licensor Promero shall provide to Customer Support Services in accordance with the terms of this Exhibit Support Services will include the following:
    • Telephone support to resolve Performance Problems
    • Investigation of all reported incidents
    • Corrections to the Software Program
    • Workarounds or alternative solutions for use of The Services
    • Supply of enhancements of the Software Program
  2. Responsibilities of Customer.  Customer will report any support, malfunctions, outage or service issue promptly to Promero.  All critical communications must be delivered via telephone by dialing 954.935.2380 or 954.935.8800 (option 5 for technical support) as well as support[at]promero[dot]com.  Any non-critical support communications can be sent via email to support[at]promero[dot]com. Severity Level One or Two communications must be communicated via telephone and email.
  3. Responsibilities of Promero. Promero shall provide Support Services subject to the conditions stated herein. In furtherance of the above, Promero shall:
    • Provide 7x24 telephone support to Customer through Customer’s Designated Representatives, excluding Promero designated holidays. Promero will provide Customer a list of scheduled Promero holidays, and notify Customer of any changes to Promero holidays in writing at least thirty (30) days in advance of those changes.
    • Investigate and supply any necessary modification to The Service.
    • Inform Customer’s Designated Representative, after initial investigation of a reported incident, of the nature of the problem.
    • With the prior approval of Customer, assist Customer and cooperate fully with third parties in order to improve the performance or utilization of The Service, the identification of whether software malfunctions are related to The Service or the hardware equipment malfunctions, and the identification of malfunctions in software supplied by Customer or third parties.
    • Promero will provide, upon Customer’s request, the Customer Designated Representative (a) a written report of the resolution of the error, and (b) a monthly written summary of remedial procedures then in process for any material failure not yet resolved
  4. Service Level
  • Telephone Support Service.  Promero shall establish and maintain the organization and processes to provide 7x24 Support Services for The Service.  Telephone Support shall include but not be limited to (a) a direct response to Customer with respect to inquiries concerning the performance or operation of The Service, (b) a direct response to Customer with respect to problems or performance deficiencies with The Service, (c) a diagnosis of problems or performance deficiencies of the Service, and (d) a resolution of problems or performance deficiencies of The Service.
  • Promero will provide frequent status updates regarding open issues reported.
  • Promero will provide preferential “go to the head of the line” treatment to Severity Level One problem calls, which will be answered before standard service calls.
  • Promero will provide corrections or Remedy to Program error with the effort and response times commensurate to the levels described in the table below.  The Service Level Warranty shall not apply to Performance Problems (i) caused by factors outside of Promero’s Sole Control; (ii) that resulted from any actions or inactions of Customer or any third parties; or (iii) that resulted from Customer’s equipment and/or third party equipment not within Promero’s Sole Control.
  • Performance Problems. Promero recognizes four Severity Levels:

    (a)     “Severity Level One” - Critical Performance Problems that render The Service inoperable and/or cause it to substantially fail to perform as designed. Examples of Critical Problems include a major system impact or system down condition; or Customer is unable to perform the basic functions of receiving calls, or utilizing the CRM application.
    (b)     “Severity Level Two” - High Priority Performance Problems that substantially degrade the performance and/or cause serious limitations in the use of The Service. Examples of high priority Problems may include lack of functionality and major inconvenience for the Customer or a Workaround that is difficult to implement or prevents other areas of The Service from functioning as expected and/or required by the Customer.
    (c)      “Severity Level Three” - Medium Priority Problems that have a minor impact on overall Service use. Examples of medium priority Problems are incorrect content formatting or presentation, are typically cosmetic in nature and a Workaround exists -- but nevertheless is a problem. Customer is not experiencing undo operational impact or restricted daily work activities.
    (d)     “Severity Level Four” - Low Priority Problems that are enhancements and/or new feature requests to The Service. Includes suggested feature changes, text corrections, or end-user enhancements. Customer’s business could be improved and/or end-user frustration.

Severity Level

Criteria

Licensor response

Work-Around

Remedy

One

Disruption or product outage with impact of 50% or greater user impact.

15 Minutes

Within fifteen minutes of initial Licensor call.

1 Hour

Within one hour of initial Licensor call.

4 Hours

Problem resolved within four hours of initial Licensor call.

Two

Application is severely restricted with user impact less than 50% and greater than 25%

1 Hour

Within one hour of initial Licensor call.

 

4 Hours

Within four hours of initial Licensor call.

24 Hours

Problem resolved within 24 hours of initial Licensor call.

Three

Program does not operate effectively as designed. Minor impact on usage of system.

2 Hours

Within two hours of initial Licensor call.

48 Hours

Within 48 hours of initial Licensor call.

30 Days

Fix as an Enhancement to Software Program within 30 days of initial Licensor call.

Four

Minor Program problem, e.g. documentation, information, report, enhancement, request, etc.

24 Hours

Within 24 hours of initial Licensor call.

5 Days

Within five days of initial Licensor call a work around will be presented to Licensor.

6 Months

Correction incorporated into Enhancement within six months of initial Licensor call or as approved for implementation

Credits for Outages or SLA non-compliance

When Promero’s technical support agent opens a call, Customer will provide the agent a Severity Level assessment. The table above shall be used by both parties as a determination of response by Promero. Calculation of response time commences upon Promero receipt and understanding of Customer’s service call initiating the problem until the time and day Promero’s agent returns the call and begins resolution of the problem. For Severity Level One and Severity Level Two calls that do not receive a resolution within twenty-four (24) hours of the initial Company call, Customer may request a credit based on prorated payment of the monthly Service Support invoices for any and all time beginning from the period defined in Remedy, and ending at the time the Performance Problem is resolved. Upon verification by Promero of the time to remedy Severity Level One and Severity Level Two problem, Promero will issue credit prorated based on the outage period.

Definition of Simultaneous Interactions(SI). NOTE: SIs apply only to the Standard Services Agreement that utilize SIs for configuring the monthly recurring costs in the financial model.


Interaction Type

Counts As Interaction During These Instances

Does Not Count As Interaction During These Instances

Incoming PSTN or Internet/IP-based Phone Call (either ACD or non-ACD) [Applies also to intra-system calls between users, agents, and supervisors]

The duration of this type of Interaction starts when the phone is answered by the system up to the point of when the caller or agent hangs up and the system receives a disconnect signal.  This is the duration of the Interaction, regardless of the call being automatically answered, sent to voice mail, automated attendant usage, music on hold or music in queue, switched or patched to another trunk, routed to an agent, put on hold, serviced by an IVR menu or otherwise held in the loop by the system.

If the system plays out a busy signal or rings continually and does not answer the call, then it does not count as an Interaction.

Outgoing PSTN or Internet/IP-based Phone Call, ACD Call-Back, Web-Based Call-Back, ACD Voice Mail Call-Back [Applies also to intra-system calls between users, agents, and supervisors]

Any outgoing phone call made by a user of the system or by the system itself counts as an Interaction for the length of time the outgoing trunk line or media stream is in use for the duration of the call or call attempt up until disconnect signal.  Predictive calls are counted only when they are answered by the called party (live call, answering machine, fax machine, etc). The outbound telephone call portion of a regular ACD callback request, ACD Voice Mail call-back or a Web-based Callback request count as Interactions for the duration of the phone call starting with the beginning of the outgoing trunk or media stream being in use for the call and ending with the disconnect signal of the call.  Any outgoing call, whether placed manually or by the system, continues to be an Interaction even while it is on hold.

 

Incoming Non-ACD Faxes

When a fax is answered by the system up to the point of when the originator of the fax hangs up and the system receives a disconnect signal.  This is the duration of the Interaction, regardless of the fax being automatically answered, switched or patched to another trunk, or otherwise held in the loop by the system.

Faxes retrieved electronically as e-mail attachments (unified messaging) do not count as Interactions.

Incoming ACD Faxes

The duration of time when a fax is answered by the system up to the point of when the originator of the fax hangs up and the system receives a disconnect signal constitutes the first part of an ACD Fax Interaction (regardless of the fax being automatically answered, switched or patched to another trunk, or otherwise held in the loop by the system).  The second part of the ACD Fax Interaction starts when the agent (using the Interaction Manager Call Control tab) moves the incoming ACD Fax icon from the New Interactions window into the Active Interactions Window. 

The duration of time when an ACD Fax is in the ACD queue (waiting for an agent to take the Interaction) is not counted as an Interaction.  The time the ACD Fax icon is in the “New Interactions” window in the Call Control tab of the Interaction Manager does not count as Interaction time since the item is still in the queue.

Outgoing Faxes

Any outgoing fax call made by a user of the system counts as an Interaction for the length of time the outgoing trunk line or media stream (discrete communication channel) is in use for the duration of the call or call attempt up until a disconnect signal occurs.

A stand-alone fax fulfillment (not simultaneous with a phone call to the same Customer) by an agent counts as a separate Interaction.

Faxes sent electronically as in e-mail attachments sent out by an agent with his or her own e-mail Customer do not count as Interactions.

Incoming ACD Voice Mail

The first part of an incoming ACD Voice Mail Interaction is included in the “Incoming PSTN or Internet/IP-based Phone Call” description, as it occurs during an existing Interaction between answer and the disconnect signal.  The second part of the Interaction starts when the agent (using the Call Control tab in the Interaction Manager) moves the incoming ACD Voice Mail icon from the New Interactions window into the Active Interactions window. 

The duration of time when an ACD Voice Mail is in the ACD queue (waiting for an agent to take the Interaction) is not counted as an Interaction.  The time the ACD Voice Mail icon is in the New Interactions window in the Call Control tab of the Interaction Manager does not count as Interaction time since the item is still in the queue.

Incoming Non-ACD Voice Mail

The first part of an incoming ACD Voice Mail Interaction is included in the “Incoming PSTN or Internet/IP-based Phone Call” description, as it occurs during an existing Interaction between answer and the disconnect signal.  The retrieval of the same Non-ACD Voice Mail via telephone counts as an Interaction for the duration of the call that the Voice Mail is being listened to.  If a user calls in to the system to configure his or her mailbox by use of the automated attendant or other touch-tone menus, then the duration of these activities also count as Interaction time.

Non-ACD Voice Mails do not count as Interactions while they are being listened to with unified messaging (e-mail attachment).

Incoming Non-ACD E-mail

Not Applicable

 

Incoming ACD E-Mail routed to an Agent

The first part of the ACD E-Mail Interaction starts while it is downloaded by the Software e-mail distributor and ends when the download is complete.  The second part of the Interaction starts when the agent (using the Call Control tab in the Interaction Manager) moves the incoming ACD E-Mail icon from the New Interactions window into the Active Interactions window.  The third part of the ACD E-Mail Interaction starts when the Software e-mail distributor begins the upload to the agent’s SMTP or equivalent e-mail server and ends when the upload is complete.  The same is true of semi-automated e-mail response, wherein the system prompts the agent with suggested template responses.

The duration of time when an ACD E-Mail is in the ACD queue (waiting for an agent to take the Interaction) is not counted as an Interaction. The time the ACD E-Mail icon is in the New Interactions window in the Call Control tab of the Interaction Manager does not count as Interaction time since the item is still in the queue.

Re-Distribution of an Unanswered ACD E-Mail

The first part of the Interaction starts when the agent or supervisor (using the Call Control TAB in the Interaction Manager) moves the incoming ACD E-Mail icon from the New Interactions window into the Active Interactions window. The second part of the ACD E-Mail Interaction starts when the Software e-mail distributor begins the upload to the agent’s or supervisor’s SMTP or equivalent e-mail server and ends when the upload is complete.  The same occurs for subsequent re-tries of an unanswered ACD E-Mail.

During the time the ACD E-Mail is on hold it is not counted as an Interaction.  The duration of time when an ACD E-Mail is in the ACD queue (waiting for an agent or supervisor to take the Interaction) does not count as Interaction time.  The time the ACD E-Mail icon is in the New Interactions window in the Call Control tab of the Interaction Manager does not count as Interaction time since the item is still in the queue.

Automated E-Mail Response

The first part of an Automated E-Mail Response Interaction starts while it is downloaded by the Software e-mail distributor and ends when the download is complete.  The second part of the Interaction starts when the system analyzes the content of the incoming ACD E-Mail and ends when the matching templates are identified.  The third part of the Automated E-Mail Interaction starts when the Software e-mail distributor begins the response upload to the sender’s SMTP or equivalent e-mail server and ends when the upload is complete.

 

Incoming ACD Chats

When the chat is answered by the system up to the point of when the caller disconnects the thread or the agent disconnects the thread.  This is the duration of the Interaction, regardless of the chat being automatically page-pushed, put in queue or answered by an agent.

Any tertiary capabilities of an existing Interaction that use the same media stream (discrete communication channel) such as web collaboration or forms sharing do not constitute a second or third Interaction, but rather piggy back on the existing chat Interaction.

Agent-to-Supervisor or Supervisor-to-Agent Chats [Same applies for non-agent and non-supervisor users of the system]

 

Any tertiary capabilities that use the same media stream (discrete communication channel) such as web collaboration or forms sharing do not constitute a second or third Interaction, but rather piggy back on the existing chat Interaction.
See the note in the Incoming ACD Chats discussion for separate media stream issue.

Web Collaboration

See Incoming ACD Chats

 

Form Sharing Sessions

See Incoming ACD Chats

 

Quality Monitoring Sessions of Agents by Supervisors [Same applies for non-agent and non-supervisor users of the system]

Any quality monitoring session including Listen To Agent, Record Agent, View Agent Screen, Whisper Coach, Join or any other phone call leg or multimedia thread added to an existing agent Interaction constitutes an Interaction for the length of time the quality monitoring leg of the call (PSTN or VoIP) is monitored or joined or recorded by the supervisor.

Any tertiary capabilities of an existing monitoring session between a supervisor and an agent piggy back on the existing monitoring session and do not constitute an additional Interaction.  For example, if a supervisor has established a Listen To Agent session over the telephone and then also does a View Agent Screen, the additional monitoring of the screen does not add another Interaction to the original monitoring.

Conference Calls

Each party (beyond the original members of a two-person regular phone call) that makes up a conference call represents a separate, simultaneous Interaction.

The first and second party (those constituting a regular phone call) make the basis for the first Interaction.  When a third party is added, this makes for the second simultaneous Interaction.  The fourth party counts as the third simultaneous Interaction.  The fifth party counts as the fourth Interaction, and so on.

Predictive

Whenever a live person answers a predictive call or a call that plays a recorded announcement until the conclusion of the call as detected by the particular call progress detection software of the selected switching infrastructure (i.e. Intel, Quintum, etc.) 

Whenever an answering machine or a voicemail service answers a call until the conclusion of the call in circumstances where the system is configured to leave voicemail recordings.

 

Preview

When a call is initiated until its conclusion

 


Definition of Concurrent User(CU). NOTE: CUs apply only to the Standard Services Agreement that utilize CUs for configuring the monthly recurring costs in the financial model.

"Concurrent Users" means the total number of User logins accessing the Service simultaneously.


Privacy Policy and Policy Regarding 911 Service

Privacy Policy – Promero will not trade, sell, or disclose to any third party any form of customer identifiable information without your consent (except as required by subpoena, search warrant or other legal process or in the case where failure to disclose information will lead to imminent harm to the customer or others). This includes information derived from registration, subscription, and use of the Promero Service

Collection / Use of Information: Promero may collect and use customer identifiable information for billing, provisioning of service, to solve problems associated with service, and to inform customers of new products or services that will better meet their needs. Promero may use customer identifiable information to market products and services to the customer, but will not disclose or make available any customer identifiable information to any third parties seeking to market products. If you choose not to participate in direct marketing of new products and services from Promero, your information will not be used for the purpose of marketing new products.

Security: Promero has invested and deployed a wide variety of technology and security features to ensure the privacy of customer information on its network. In addition, Promero has implemented strict operations guidelines to ensure customer privacy is safeguarded at every level of its organization. Promero will continue to revise policies and implement additional security features as new technologies becomes available.

Communications: Promero will not read, listen to or disclose to any third parties private e-mail, conversations, or other communications that are transmitted using the SERVICE except as required ensuring proper operation of services or as otherwise authorized by law. However, notwithstanding anything to the contrary contained herein or in the Privacy Policy, Promero reserves the right, but not the obligation, to monitor or disclose the private information you provide when using the SERVICE, including the contents of your email, voice and text messages, and recipient lists, if Promero, in its sole discretion, believes that such action is necessary: (i) to comply with applicable law, valid legal process or other legal requirements of any governmental authority; (ii) to protect Promero rights or property; (iii) to enforce Promero's agreements with you; and (iv) to protect the interests of other Promero subscribers or any other person. In addition, Promero reserves the right under appropriate circumstances to disclose the identity of a subscriber or a recipient of any communication delivered by you using the Virtual Call Center or other Promero services to third parties in response to a valid legal subpoena and to otherwise cooperate with legitimate police and government inquiries and lawful civil proceedings.

Unlawful Activity: Promero may use customer identifiable information to investigate and help prevent potentially unlawful activity or activities that threaten the integrity of SERVICE service or network integrity or otherwise violate Promero's Customer Agreement.

Children's Privacy Policy: Promero does not sell products or services for purchase by children. Promero does not knowingly solicit or collect customer identifiable information from children or teenagers under the age of eighteen. In addition, Promero will not knowingly link to any third party web site that solicits or collects customer identifiable information from minors. If you believe that a minor has disclosed personally identifiable information to Promero, please contact Promero at cases@Promero.com so that the information can be promptly removed.

911 Emergency Service Not Provided: Customer understands and acknowledges that Promero does not and is not required to provide emergency (911) services. Emergency services are defined as services that connect a user to emergency services personnel or a public safety answering point ("PSAP"), pursuant to applicable regulatory requirements. In the United States, Emergency Service is provided by dialing the digits "911" on a wired or a wireless telephone. Services provided by Promero do not permit the dialing of "911" or any other emergency telephone numbers. Promero Services are not telephone or telecommunications services that can provide a connection to emergency services personnel or a PSAP under any circumstances. Therefore, Customers must have access to telephone or other telecommunications services to make an Emergency Service call.

Specific Disclaimer of Liability for Emergency Service: Promero does not provide Emergency Service in conjunction with its Services or any other services that may be used by Customer in connection with Promero's Services. Neither Promero nor its officers, directors, employees, shareholders, affiliates and agents will be liable for any claim, damage, or loss arising from, or relating to, the use of Promero's Services or any other service provided hereunder to contact a PSAP or emergency Services personnel. Customer specifically waives, to the maximum extent permitted by applicable law, any and all such claims or causes of action, arising from or relating to Promero's Services or any other service provided hereunder to contact a PSAP or other Emergency Services personnel. Customer agrees to defend, indemnify, and hold harmless Promero, its officers, directors, employees, shareholders, affiliates and agents from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, court costs and attorneys fees) by, or on behalf of Customer, its employees, affiliates or any third party relating to the absence, failure or outage of Promero's Services or any other service provided hereunder, including specifically any claims arising out of the failure of Promero to offer Emergency Service.

Alternative Arrangements: By agreeing to these Terms of Service, Customer acknowledges and accepts that Promero's Services do not include Emergency Service. Customer understands and agrees that additional arrangements with a third party must be made by Customer to access Emergency Service.

No Requirement to Offer Emergency Services
Customer recognizes and agrees that Promero is not required to offer Emergency Service, pursuant to any applicable laws, rules or regulations. Customer further recognizes and agrees that Promero is not a replacement for Customer's primary telephone service.

 

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