Support Service Addendum

This support service addendum (the “Support Service Addendum”) is expressly incorporated by reference into the Paidwell Terms of Service between Paidwell and Purchaser (the “ToS”). The Support Service Addendum governs the levels of any Support Services (as defined below) provided to Purchaser by Paidwell 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 Paidwell is deemed acceptance of this Support Service Addendum.

  • Definitions

    • “Supported Incident” or “Issue” means either 

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

      • a failure of Paidwell’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.

  • Support Services 

    • 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), Paidwell will provide the following Support Services to Purchaser under the ToS (“Support Services”) in accordance with the descriptions set forth below. 

      • Error Corrections. Paidwell will use commercially reasonable efforts to correct and/or provide a Resolution for any Supported Incident reported by Purchaser in accordance with the severity level reasonably assigned to such Supported Incident by Paidwell.

      • Support Requests. Support is available 24 hours a day, 7 days a week. Purchaser may initiate electronic support requests via email to the Relationship Manager. 

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

    • General Technical Assistance: questions about product usage, configuration or custom development support (such as your customizations of any interface to the Paidwell 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 Paidwell Products or Services. 

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

    • Other Incidents: Incidents resulting from or arising out of (i) modifications of the Service not performed or expressly authorized in writing by Paidwell; (ii) use of the Service other than as expressly authorized in the ToS or the Documentation; (iii) third-party products or services not expressly authorized by Paidwell in writing; (iv) a failure of or conflicts with the hardware, software or infrastructure on or with which the Service is used, including (without limitation) due to Purchaser’s (or a third party’s acting on behalf of Purchaser) negligence, hardware malfunction or any other causes beyond Paidwell’s reasonable control; and (v) any other requests different from those defined as “Supported Incidents” herein.

Paidwell 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 Paidwell’s discretion, Paidwell may deliver paid support services to Purchaser with respect to such Unsupported Incidents at Paidwell’s then-current rates. Upon receipt of a support request for an Unsupported Incident, Paidwell will respond to the request as soon as reasonably practicable under the circumstances.

  • Resolutions and Severity levels. 

Paidwell 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, Paidwell 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 Paidwell so reclassifies the Issue, it will provide notice of reclassification to Purchaser in writing (email sufficient) as soon as practicable.

  • Service Table 

LEVEL

DESCRIPTION

RESPONSE/RESOLUTION TIMES

Critical (Priority/Severity 1) Issue

Platform is severely impacted or completely down

  • Initial Response: 30 minutes

  • Max. Target Resolution Time: 6h

  • Contact Frequency: 30 minutes

Major (Priority/Severity 2) Issue

Platform is unstable with periodic interruptions or impacts a very limited number of users or pieces of content

  • Initial Response: 4h

  • Max. Target Resolution Time: 24h

  • Contact Frequency: 4h

Minor Issue

Platform performs with errors causing partial, non-critical functionality loss (impairs some operations but allows the Platform to continue to function)

  • Initial Response: 1 business day

  • Max. Target Resolution Time: Next release

  • Contact Frequency: 1 week

  • Remedies: 

If any of the Response Times and/or Resolution Times set forth above for Critical and Major incidents are not met, Paidwell shall credit to Purchaser on a monthly basis for the period affected, the amounts set forth below. If a service credit cannot be offset against an invoice, Paidwell shall pay out the relevant service credit incurred under this Support Services Addendum directly to Purchaser. Service credits shall be calculated based on the monthly Fee for the relevant Service. If the Fee is an annual Fee, the amount of such annual Fee shall be divided by 12.

  • Service Credit

  • > 30 Minutes Response Time to a Critical Incident = 10%

  • > 4 Hours Response Time to a Major Incident = 5%

  • > 6 Hours Resolution Time for a Critical Incident = 15%

  • > 24 Hours Resolution Time for a Major Incident = 10%

  • More than 1 recurring Critical Incident within a rolling 3 month period = 15% 

  • Technical Support Contacts. 

Purchaser must specify at least one “designated support contact” (initial contacts may be set out in the relevant Addendum to the ToS) (“Technical Support Contact(s)”) to Paidwell 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 Paidwell. Purchaser may replace its designated Technical Support Contact/s at any time during the term of the ToS by confirmed email to Paidwell. Each Technical Support Contact shall serve as the designated point person on behalf of Purchaser in connection with any Paidwell Support Services provided by Paidwell. 

  • Purchaser’s Duty to Cooperate. 

Paidwell may make the provision of Support Services hereunder subject to Purchaser performing reasonable best efforts to cooperate. In particular (without limitation), Paidwell may require Purchaser to (a) make reasonable efforts to correct the Issue after consulting with Paidwell if Purchaser’s involvement is required; and (b) provide Paidwell 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). Paidwell reserves the right in its reasonable discretion to provide Purchaser with a workaround instead of fixing any defects in the Services, if Paidwell determines that it is more economically reasonable to do so. 

  • Suspension and Termination of Support Services. 

Paidwell expressly reserves the right to suspend performance of the Support Services if Purchaser fails to pay all Fees set forth in the relevant Addendum to the ToS as they become due and payable to Paidwell in accordance with the ToS. Purchaser acknowledges that Paidwell 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 Paidwell 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. Paidwell reserves the right to change, modify, amend, update or replace Support Services from time to time, using reasonable discretion.

  • Paidwell Platform SLAs 

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

    • Uptime Service Level: Paidwell endeavors to provide 24/7 service availability and shall in any case make the Platform available in accordance with an uptime availability service level of 99.00% (“Uptime”):

      • 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 are not performing 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 are not performing substantially in accordance with the Documentation due to Scheduled outages. Paidwell will avoid Scheduled Downtime during normal work hours. Scheduled Downtime will be below 10 hours per month. We will provide at least 24 hours’ written notice of any Scheduled Downtime 

    • Service Credits: If any of the Availability Requirements set forth above are not met, Paidwell shall credit to Purchaser on a monthly basis for the period affected, the amounts set forth below. If a service credit cannot be set-off against an outstanding invoice, Paidwell shall pay out the relevant service credit incurred under this Support Services Addendum directly to Purchaser. Service credit is calculated based on the monthly fee for the relevant Service and if the Fee is stated as an annual Fee, the amount of such annual Fee divided by 12.  

  • Availability Requirements Percentage - Service Credit 

  • 99.00 – 100%  = 0%

  • 98.0 – 99.00% = 5%

  • 97.0 – 97.99% = 10%

  • 96.0 – 96.99% = 20%

  • Less than 96% = 30%  

  • Remedy Plan. 

If Paidwell materially or repeatedly fails to meet Availability Requirements, upon Purchaser’s written or email request, Paidwell shall work with Purchaser to develop a mutually agreed upon remediation plan which shall be implemented promptly in a mutually agreed time frame to address non-performance. Notwithstanding anything to the contrary in this Support Services Addendum, at any time Purchaser may elect to invoke the remedy plan if Paidwell fails to adhere to the requirements in this Support Services Addendum. Nothing herein is deemed to limit any other rights or remedies under the ToS.

Last Updated: July 2022