OPENWEB TECHNOLOGIES

MAINTENANCE & SUPPORT SERVICE 

[Last updated - February 12, 2023]

1. General

These Maintenance & Support Terms & Conditions (the “SLA”) are incorporated by reference into and governed by the Open Web Publisher Services Terms and Conditions appearing under the Insertion Order or the Master Service Agreement entered between Open Web Technologies Ltd. (“Open Web”) and the publisher therein (the “Publisher”), as applicable. 

Open Web may update this SLA from time to time, in its reasonable discretion, with or without notice, provided that any such changes shall not materially and adversely affect the Services. 

1. Severity Levels 
   1. Severity level: “Critical” - A system problem where capacity is severely reduced; may be assigned as “Severity 1”. Significant impact to portions of the business operations and productivity is detected. The system is exposed to potential loss or interruption of service.
   2. Severity level: “Significant” - An Error that results in some business impact for a production system; may be assigned as “Severity 2” where customer experiences (i) the functionality of the Licensed Software is adversely affected, but can be circumvented, or (ii) certain functions within the software are disabled, but the Software remains operable.
   3. Severity level: “Normal” - An Error that results in some business impact for a production system or development system; may be assigned as “Severity 3” where customer experiences some loss of service and the incident has no significant effect on the usability of the Licensed Software.
   4. Severity level: “Low” (“Severity 4”) - One of the following Errors: (i) Error reported is cosmetic in nature (UI); (ii) Error that can be readily circumvented through use of alternate functionality in the Licensed Software.
   5. “Support Services” means the provision of remote support, patches, Error fixes or corrections made by OpenWeb to the Licensed Software. Support Services DO NOT include on site services, services for matters not directly related to the Licensed Software such as, but not limited to, assistance with solution design, assistance with any problem or services resulting from incompliance with the OpenWeb specified environment (hardware, software, networking, etc’).
   6. "Error" means an error condition that causes the Licensed Software to fail to operate substantially in accordance with the applicable OpenWeb Licensed Software specifications.
   7. "Case" means the process in which an Error is reported, documented and tracked for technical support purposes.
2. Response

Resolution Process: OpenWeb will use diligent efforts to address Cases in accordance with the below Service Level Agreement. The final classification of the priority level for the Licensed Software Error will be determined by OpenWeb.

1. Target Resolution Time

The Open Web team will use commercially reasonable efforts to meet the following resolution targets:

1. Service & Communication Requests
   1. Support contacts:

All support requests will be managed using the OpenWeb support module. The support team will use commercially reasonable efforts to respond by e-mail to every query and request. partners can contact the OpenWeb support team via the following methods:

• New case form - by email to: publisherfirst@openweb.com
• Ongoing Support by email to: publisherfirst@openweb.com
• Mutual Slack channel

1. Support working hours:

The OpenWeb support team will be available by telephone 24 hours per day, each day of the week for Severity 1 and Severity 2 cases. For all other cases, the OpenWeb support team will be available during Business Hours - from 9am (EST) to 5pm (EST), Mon-Fri, excluding national holidays.

1. Case Documentation Pre-requisites
   1. partner made reasonable and documented efforts by the internal resources to resolve the Error before contacting OpenWeb.
   2. Error reporting is performed by a designated, pre-registered contact of Partner.
   3. Partner is using the Licensed Software in full compliance with the OpenWeb Licensed Software Agreement specifications.
   4. Partner shall provide OpenWeb with a Partner monitored remote access per-session authorization using OpenWeb’s commercial off the shelf remote access packages.
   5. Partner agrees to perform remedial corrective actions in a prompt and timely manner.
   6. partner shall comply with the then current OpenWeb Error reporting procedures.

1. Uptime

The OpenWeb shall use commercially reasonable efforts to ensure that the services will achieve a 99.9% Uptime during each calendar month (a “Period”), 24 hours per day, seven days every week. “Uptime” shall equal (a) the difference between total minutes in a Period, excluding Scheduled Maintenance (“Total Time”), and minutes that the OpenWeb is not available for use (i.e. Priority 1, as defined above), excluding customary and reasonable Scheduled Maintenance (“Down Time”), divided by (b) Total Time.

FORCE MAJEURE: OpenWeb shall not be liable for any failure to perform due to unforeseen circumstances or causes beyond OpenWeb's reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, delay in delivery by OpenWeb's vendors, service providers, fire, flood, accident, strikes, inability to secure transportation, facilities, labor or materials.

LIMITATION OF LIABILITY: OPENWEB'S SOLE LIABILITY SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. IN NO EVENT SHALL OPENWEB HAVE ANY LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR SPECULATIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF GOODWILL, AND LOSS OF PROFITS, IRRESPECTIVE OF WHETHER OPENWEB HAS ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES OR COULD HAVE ANTICIPATED THEM. NOTWITHSTANDING THE FOREGOING, OPENWEB'S TOTAL LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID FOR THE SUPPORT SERVICES. OPENWEB SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, CORRUPTION, OR DAMAGE, HOWEVER OCCURRING, TO SUCH SOFTWARE APPLICATIONS OR STORED DATA IN CONNECTION WITH THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT.