Support Services Addendum

This support service addendum (the “Support Service Addendum”) is expressly incorporated by reference into the Devo Terms of Service between Devo and Purchaser (the “ToS”). The Support Service Addendum governs the levels of any Support Services (as defined below) provided to Purchaser by Devo under the ToS. The purpose of this Addendum is to ensure high quality and timely delivery of technology services to Purchaser. Capitalized terms used in this Support Service Addendum and not otherwise defined herein have the meaning as defined in the ToS. In the event of any conflict between this Support Service Addendum and the ToS, the terms of the ToS shall govern and control. The acceptance by Purchaser of any Support Services from Devo is deemed acceptance of this Support Service Addendum.

Definitions:

“Supported Incident” or “Issue” means either 

(a) a failure of availability of the Service platform provided by Devo (“Platform”) for service offerings, if applicable; and/or 

(b) a failure of Devo’s technology and software (including Third Party Software) underlying the Services (such technology and software, including Third Party Software, “Software”) to conform to the specifications set out in the Documentation, resulting in the inability to use, or relevant restriction in the use of the Services.

“Resolution” means either a modification or addition that, when made or added to the Platform or Software, corrects a Supported Incident; or a work-around procedure or routine that, when observed in the regular installation or operation of the Platform or Software, eliminates the practical adverse effect of such Supported Incident. “Resolution” includes patches and bug fixes.

“Documentation”: https://docs.devo.com

A. Support Services 

1. Support Services. Subject to Purchaser’s continued compliance with the ToS (including without limitation the timely payment of all fees as they become due and payable thereunder), Devo will provide the following Support Services to Purchaser under the ToS (“Support Services”) in accordance with the descriptions set forth below. 

• Error Corrections. Devo will use commercially reasonable efforts to correct and/or provide a Resolution for any Supported Incident reported by Purchaser in accordance with the priority level reasonably assigned to such Supported Incident by Devo.
• Documentation Updates. Devo will provide to Purchaser access to an electronic copy of all updated revisions to the Documentation.
• Support Requests. Support is available 24 hours a day, 7 days a week. Purchaser may initiate electronic support requests via the Devo Support Portal. 

2. Unsupported Incidents. Purchaser acknowledges and agrees that Devo is not obligated to provide Support for any incidents in connection with any of the following (each an “Unsupported Incident”):

a) General Technical Assistance: questions about product usage, configuration or custom development support (such as your customizations of any interface to the Devo Service or Purchaser’s integrations of the Service with Purchaser’s or third-party software or data), or non-bug related technical problems related to the Devo Products or Services. 

b) Enhancement Request:  a lack in current features of the Devo Product or Service requiring new programming, and/or requests for product enhancements.

c) Other Incidents: Incidents resulting from or arising out of (i) modifications of the Service not performed or expressly authorized in writing by Devo; (ii) use of the Service other than as expressly authorized in the ToS or the Documentation; (iii) use of a version of the Service that is no longer supported by Devo; (iv) a failure of or conflicts with the hardware, software or infrastructure on or with which the Service is used, including (without limitation) integration with Devo’s Service (API integration, etc.), due to Purchaser’s (or a third party’s acting on behalf of Purchaser) negligence, hardware malfunction or other causes beyond Devo’s reasonable control; (v) third-party products or services not expressly authorized by Devo in writing; and (vi) any other requests different from those defined as “Supported Incidents” herein.

d) For Services that are deployed as Managed On-Premise Offerings only: Devo reserves the right to suspend Support Services with respect to those infrastructure components that are managed, administered by or under the responsibility of Purchaser or a third party on Purchaser’s behalf. Devo may in its discretion resume Support Services if and when Purchaser has performed or has caused a third party to perform on its behalf, all of the following steps: (i) the Technical Support Contact (as defined below) has notified Devo in writing of the full availability of the infrastructure to Devo; (ii) Devo engineers are able to access the relevant infrastructure without restriction (subject to Purchaser’s access control policies and procedures then in effect and only to the extent strictly necessary to perform the relevant Support Services) and (iii) the relevant infrastructure performs within standard levels in accordance with its documentation. 

Devo will determine at its reasonable discretion in each case, whether an incident qualifies as an Unsupported Incident in accordance with subsections 2a) through c) above. Upon request, and subject to approval in Devo’s discretion, Devo may deliver paid support services to Purchaser with respect to such Unsupported Incidents (such as first level Technical Assistance, Training, Specialized Consulting or Outsourcing services) at Devo’s then-current rates. Upon receipt of a support request for an Unsupported Incident, Devo will respond to the request as soon as reasonably practicable under the circumstances.

3. Resolutions and Severity levels. Devo will respond to Supported Incidents and will make commercially reasonable efforts to deploy a Resolution designed for resolving an Issue reported by Purchaser in accordance with the Service Table set out below. When submitting an Issue, Purchaser must select a priority level for the Issue, as described in the Service Table below. Upon receipt, Devo will review the Issue and may allocate a different priority level, if, in its reasonable discretion, the reported Issue does not meet the criteria for the priority level designated by Purchaser. If Devo so reclassifies the Issue, it will provide notice of reclassification to Purchaser in writing (email sufficient) as soon as practicable.

Service Table:

Severity level	Issues / Events
Critical – Priority/Severity 1	A Critical (Priority/Severity 1) Issue means that
	Data ingestion capacity and/or data query functionality are down;
	Data ingestion capacity and/or data query functionality while not being completely down, have experienced material service interruptions;
	Entire customer deployment efforts are blocked.
Major – Priority/Severity 2	A Major (Priority/Severity 2) Issue means that
	Significant Service disruption that impacts customer’s daily operations but without any data loss and logs are continuing to be ingested by Devo;
	There are temporary incidents impacting performance of the Services
Minor	A Minor Issue means that
	There are errors causing partial functionality loss (impairs some operations but allows the Services to continue to function).
	There is a need to clarify procedure or information in the Documentation.
	There are non-material errors in the Service that may impact performance deliverables.

Response Times:

Support SLAs / Severity Levels
Critical
Initial Response		2h.
Max. Target Resolution Time		12h.
Contact Frequency		Continuous effort on a 24×7 basis. Escalation to product teams.  Notification to account executives
Major
Initial Response		4h.
Max. Target Resolution Time		24h.
Contact Frequency		Continuous effort on a 24×7 basis. Escalation to product teams.  Notification to account executives
Minor
Initial Response		1 BD
Max. Target Resolution Time		Next releases
Contact Frequency		1 week

4. Technical Support Contacts. Purchaser must specify at least one “designated support contact” (initial contacts may be set out in the Order Form) (“Technical Support Contact(s)”) to Devo in writing (email sufficient), which sets forth the full contact information, including phone number and email address of each designated Technical Support Contact. Purchaser confirms that Purchaser is duly authorized by the individuals designated as Technical Support Contacts to provide such information to Devo. Purchaser may replace its designated Technical Support Contact/s at any time during the term of the ToS by confirmed email to Devo. Each Technical Support Contact shall serve as the designated point person on behalf of Purchaser in connection with any Devo Support Services provided by Devo.  

5. Purchaser’s Duty to Cooperate. Devo may make the provision of Support Services hereunder subject to Purchaser performing reasonable best efforts to cooperate. In particular (without limitation), Devo may require Purchaser to (a) make reasonable efforts to correct the Issue after consulting with Devo if Purchaser’s involvement is required; and (b) provide Devo with sufficient information and resources as reasonably requested to identify and correct the Issue, including (without limitation) (i) a list of all relevant hardware, operating systems and networks, (ii) a reproducible test case (provided such Issue can be reproduced), (iii) any log files, trace and system files reasonably necessary in connection with the Support Services as well as (iv) reasonable access during Purchaser’s ordinary business hours to personnel, hardware, and any additional software involved in discovering the Issue (if required). Devo reserves the right in its reasonable discretion to provide Purchaser with a workaround instead of fixing any defects in the Services, if Devo determines that it is more economically reasonable to do so. 

6. Suspension and Termination of Support Services. Devo expressly reserves the right to suspend performance of the Support Services if Purchaser fails to pay all Fees set forth in the Order Form as they become due and payable to Devo in accordance with the ToS. Purchaser acknowledges that Devo has the right to discontinue (end-of-life) any or all of the Services and any and all Support Services therefor, including the distribution of older versions, at any time in its sole discretion; provided that Devo agrees (i) not to discontinue Support Services for Services during an active license or subscription term (as applicable) for such Services and (ii) to provide Purchaser with at least 60 days’ prior written notice in the event it so discontinues any or all of the Services or Support Services upon expiration of Purchaser’s then-active license or subscription term; subject in each case to the termination provisions herein and in the ToS, including (without limitation) an uncured breach by Purchaser of the terms and conditions of the ToS or this Support Service Addendum. Devo reserves the right to change, modify, amend, update or replace Support Services from time to time, using reasonable discretion.

7. Subcontractors. Devo may use subcontractors to provide the Support Services under this Support Service Addendum if and to the extent such use is mutually agreed with Purchaser in writing. If Devo uses such subcontractors, Devo will ensure that any subcontractor it uses meets the requirements of and complies with this Support Services Addendum and the Order Form.

B) Devo Platform SLAs (applicable to SaaS subscription deployments only)

Service levels for Devo Platform. Devo commits to providing best efforts to achieve the following Service Levels, provided that Devo makes no such commitment in case the Service is deployed as an on-premise offering:

a) Uptime Service Level: Devo endeavors to provide 24/7 service availability and shall in any case make the Platform available in accordance with the uptime availability service levels set forth below in this Section a) (“Uptime”):

• 99.85% 

Uptime shall be calculated as follows: (Total number of minutes in the applicable month – Scheduled Downtime) – total number of minutes of Downtime in such month] / (Total number of minutes in the given month – Scheduled Downtime)

“Downtime” shall mean any period of time in which the Services or Platform are not performing data ingestion capacity and web data request functionality substantially in accordance with the Documentation, other than Scheduled Downtime or a Force Majeure Event. “Scheduled Downtime” is any period of time in which the Services or Platform are not performing data ingestion capacity and web data request functionality substantially in accordance with the Documentation due to Scheduled outages. Devo will avoid Scheduled Downtime during normal work hours or peak usage hours for the Services. Scheduled Downtime will be below 10 hours per month, and shall not exceed eight (8) outages per month. We will provide at least 24 hours’ written notice of any Scheduled Downtime.

b) Service Maintainability: Unscheduled outages will be resolved within 6 hours from the notification of any outage, unless otherwise notified to Purchaser as a Force Majeure Event. 

c) Data Backups: Backups of Purchaser Data are performed on a daily basis, with two replica databases. Further backup services may be contracted, with separate data centres, geographic areas, longer periods (6 months, 1, 2 or 5 years).