Service Level Agreement and Maintenance Support for Services

1.1. Applicable Levels

Vividly shall provide the Service to Customer with a System Availability of at least 98% during each calendar month. “System Availability” means the percentage of minutes in a month that the key components of the Service are operational. “System Availability” will not include any minutes of downtime resulting from scheduled maintenance, Force Majeure Events, malicious attacks on the system, to the extent not reasonably preventable, issues associated with Customer’s computing devices, local area networks or internet service provider connections, or Vividly's inability to deliver services because of Customer’s failure to comply with its obligations under this Agreement.

1.2. System Maintenance

Vividly may take the Service offline for scheduled maintenances provided that it gives Customer written notice of the scheduled maintenances (this scheduled maintenance time will not count as System Availability), and may change its schedule of maintenances upon written notice to Customer.

Vividly shall provide Customer with telephone or electronic support during Vividly's normal business hours in order to help Customer locate and correct problems with the Service and any related software ("Premium Support"). Premium Support is included in the Subscription Fee. Premium Support entitles Customer to the following:

   a) Electronic support in order to help Customer locate and correct problems with the Software.
   b) Bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.
   c) All extensions, enhancements and other changes that Vividly makes or adds to the Service and which Vividly offers, without charge, to all other Subscribers of the Service.

Responses will be determined by the priority level of the problem as defined below. Vividly support personnel shall use reasonable commercial efforts to promptly resolve requests for Support Services, either through electronic mail or by telephone, in accordance with the below. Vividly and Customer will act in good faith to determine the priority level of each problem. In the event that Customer needs to escalate the priority level of a problem, or Vividly fails to respond or provide an error correction within the above time periods, Customer may escalate the problem to Vividly’s Head of Customer Support, or if necessary, to Vividly senior management team.