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Service Level Agreement

Service Level Agreement

The services and commitments contained in this Exhibit shall be known as the "Service Levels." The parties agree to revisit the Service Levels contained herein during each quarter of the Term, to determine whether and in what manner the Service Levels can be enhanced and improved. Any changes to the Service Levels shall be agreed to in writing by the parties and then added to the Agreement.

1. Support

Pixlee TurnTo will provide support for the Pixlee TurnTo System for problems that Customer has or experiences with the Pixlee TurnTo System ("Support"). Support is provided for any problem which is verifiable and reproducible as a failure of the Pixlee TurnTo System to conform to applicable documentation for the Pixlee TurnToSystem and the requirements of this Agreement.

2. Support Availability

3. Pixlee System Availability and SLA Commitment

4. Service Credits; termination

5. Service Level Availability Exclusions

The Service Level Commitment does not apply to any unavailability, suspension or termination of the Service attributable to, resulting from, or caused by: (i) authorized suspensions or terminations of the Service hereunder as specified in the Agreement (e.g. due to a breach of Customer or as otherwise prohibited); (ii) factors outside of the commercially reasonable control of Pixlee TurnTo, including any force majeure event or Internet access or related problems not within Pixlee TurnTo's commercially reasonable control making it impossible to provide Service; (iii) any actions or inactions of Customer or any third party not under Pixlee TurnTo's control that cause the unavoidability of the Pixlee TurnTo System (iv) denial of service attacks, mail flooding, or other attacks or disruptions directed towards Pixlee TurnTo's and/or Customer's networks or servers; (v) any failure of Customer's websites, hardware, equipment, software or other technology, or under the control of Customer; (vi) unavailability that results primarily form the Customer System or other Customer equipment, software or technology (other than third party equipment within Pixlee TurnTo's control), (viii) and scheduled maintenance at commercially reasonable intervals by Pixlee TurnTo; (each, an "SLA Exclusion").

6. Targeted Response and Resolution Times for Support Issues

Priority Level Definition Targeted Response Time Targeted Resolution Time
P0 Critical portions of the application are down. There is no workaround for critical functionality. 2 hours 24 hours
P1* Major error within the application. There are barriers to usage, but there is a workaround. 4 hours Next release cycle (1 to 4 weeks)
P2 Major flaw in application logic. 1 business day 2 release cycles (up to 6 weeks)
P3 Minor flaw in application logic. 2 business days 4 release cycles (up to 12 weeks)

*For priority level P1, wherever there is a clear, material business impact caused by an unresolved support issue Pixlee TurnTo will target to implement an interim solution or workaround within 24 hours.