Service Level Agreement

Last Updated: June 9, 2022

This Services Level Agreement (“SLA”) is between Delivery Dynamics, Inc. or one of its Affiliates (such as “Scientific Logistics, Inc.”), (collectively, “Delivery Dynamics” or “DD”) and the customer ordering the Services (“Client”, or “you”).

1. Definitions.

“Client” means the party that contracted DD’s Services, which includes an End User or Reseller.

“Incident” means an unplanned interruption or quality reduction of normal Services that require help from DD to restore normal function.  All requests with Severity Urgent or High will be treated as Incidents.

“Service Order” means any written order (either in electronic or paper form) provided to you by DD for signature that describes the type or types of Services you are purchasing, and that is signed by you, either manually or electronically.

“Support” means (i) Delivery Dynamics employees with training and experience relative to the Services shall be available ‘live’ by chat, email and phone and (ii) any additional level of assistance offered by Delivery Dynamics for the specific Services Client is purchasing, and described in these Service Level Agreement or Service Order.

Capitalized terms not defined in this Service Level Agreement shall have the meaning ascribed to them elsewhere in the Agreement.

2. Support Services.

2.1. Reactive Support. DD will provide reactive support services for the applicable Subscription Services described in your Service Order during the term of the Subscription Services. Support services consist of providing chat, email and phone support to designated Client functional and technical support contact(s) (the “Solution Owners”) concerning incidents (such as service unavailability, performance issues or software failures) resolution and general information.

2.2. Request Support. Unless otherwise stated in your Service Order, Client may designate up to fifteen Solution Owners to request Support services. Solution Owners should be the only persons from Client who interact with DD for Support services and must be trained in the use of the Subscription Services. Support services are not intended to provide or replace in-depth training in the installation, configuration and use of the Subscription Services.

2.3. Support Hours. DD provides Support services Monday through Friday during the following hours: 8:00 am to 5:00 pm Eastern Standard Time. In addition, for Severity “Urgent” requests only, DD provides Support services 24 hours per day, 7 days per week, 365 days a year.

2.4. Support Service Changes. DD will (i) provide Client with reasonable prior notice via email of changes to the Support Services policies and (ii) not modify its Support Services policies except at the beginning of a new term during the Subscription term.

3. Support Service Requests.

3.1. Contacting Support. When needing support, the Client will request DD support via chat or email. Additionally, for Severity “Urgent” requests only, DD Support must be contacted via phone. Up-to-date contact points information:

3.2. Information. All Support requests should include sufficient information to allow DD to determine the nature of the Incident or context of the question. It should also include the severity level (as described below), as judged by Client acting in good faith. When submitting the request via email please follow this nomenclature in the SUBJECT: REQUEST FOR SUPPORT – SEVERITY: [Indicate here]. If no severity level is provided, the request will be initially set to “Standard.”

3.3. Prioritization. DD will apply a consistent approach to all requests but prioritize requests where restoration of the Services is the primary objective. DD endeavors to restore normal service as quickly as possible when an Incident occurs.

3.4. Response Time. DD will review requests and respond according to the response times in section 4. DD will use commercially reasonable efforts and apply any reasonable method available to resolve Client’s requests.

3.5. Tracking Incident Support. When an Incident occurs the Support team will communicate regularly with you throughout the Incident, detailing their findings and any actions taken until it is resolved. An Incident is deemed closed when you confirm that it is resolved.

4. Support Severity Levels.

The following severity levels will help us identify your most critical requests to address first.

5. Service Level Guarantee.

5.1. Service Availability. DD will endeavor to maintain Service availability equal to or greater than 99.8% of the time on a billing cycle, excluding Scheduled Maintenance or Emergency Maintenance (as defined below).

5.2. Unavailability. The Services shall be deemed unavailable if they are unable to send or receive information for the purpose in which they have been provisioned. For the purpose of determining unavailable time and whether a credit is due, time periods will be measured from the time a Support request is recorded, until availability is restored.

5.3. Credits. In the event that DD does not meet the Service Level Guarantee, upon Client’s written request, DD shall provide a credit applied against Client’s next billing cycle for the affected Service(s) as sole remedy for not meeting the Service Level Guarantee based on the following:

5.4. Limitations on Credits. DD reserves the right not to extend the above credit in the event unavailability is caused or contributed to, directly or indirectly, by any act or omission of the Client. Client must request any applicable credit within thirty (30) days after the right to the credit arises or such credit will expire for that specific event. Client shall not receive credit if a Service interruption is:

• Caused by a DD network access failure unless such failure is solely caused by DD;
• Caused by Scheduled Maintenance or an Emergency Maintenance; or
• Attributable to Internet outages or any cause beyond DD’s reasonable control.

5.5. Scheduled Maintenance. “Scheduled Maintenance” means a period for which the Subscription Services are scheduled to be unavailable for use by Client in order to perform preventive maintenance, install upgrades or perform similar work, and for which Client has been given prior notice of such period. Client shall be notified of any scheduled maintenance at least 72 hours prior to such period.

5.6. Emergency Maintenance. “Emergency Maintenance” means a period for which the Subscription Services are unavailable for use by Client in order to perform critical unforeseen maintenance needed for the security or performance of the Services, and for which Client has been given a 2 hours prior notice of such period.

5.7. Client Contingency Processes. Client acknowledges that DD Subscription Services may not be fully provided for a variety of reasons unrelated to DD Subscription Services availability, including failures of Client host systems and databases, loss of Client internet connectivity, failures of Client data transmission connections or web services, and Client bad or missing data. Client acknowledges the Client is responsible for contingency processes in the event DD applications are unavailable for any reason.