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QURIUM SOLUTIONS, INC.
Schedule A: Support and Maintenance Agreement
1. Definitions.
a. “Designated Support Contact” means any Customer employee appointed by Customer who has been trained by SUPPLIER.IO to be a primary Customer contact with SUPPLIER.IO for support services.
b. “Incident” means when the SaaS Product does not seem to materially perform in accordance with the specifications specified in the relevant Documentation.
c. “Response” means when SUPPLIER.IO support personnel have (i) triaged the Incident, (ii) contacted Customer, and (iii) begun initial troubleshooting on the Incident.
d. “Maintenance Period” – A period of time when one or more services may be unavailable each month so that maintenance can be performed to maximize the performance and stability of the SaaS Product. Whenever possible maintenance is performed during periods of low service utilization to minimize Customer and User disruption. All maintenance periods are scheduled in Central Time. Maintenance Periods include:
- “Recurring Maintenance” – Maintenance performed at regularly scheduled intervals: (i) 8:00 p.m. Friday to 12:00 a.m. Saturday; and (ii) 8:00 p.m. Saturday to 12:00 a.m. Sunday.
- “Planned Maintenance” – Maintenance that can be scheduled in advance with notification to Customers, but due to anticipated time to complete or other factors may fall outside of Recurring Maintenance Windows.
- “Emergency Maintenance” – Maintenance or changes that are performed immediately or with no ability to provide advanced Customer notice.
2. Support Services.
a. Support and Trouble Tickets. During the License Term, SUPPLIER.IO shall use commercially reasonable efforts to provide support services to Customer, as described below. The Designated Support Contact may report Incidents to SUPPLIER.IO through SUPPLIER.IO’s Support Portal (available at https://support.supplier.io) or support telephone helpline, and thereafter, the parties may cooperate to address the Incidents via email, telephone or the Support Portal. SUPPLIER.IO shall provide Customer with a trouble ticket number that Customer can use to track the status of Incidents. SUPPLIER.IO may close the trouble ticket without further responsibility if Customer fails to respond to a request for additional information or to confirm that the trouble ticket is resolved within ten (10) days of SUPPLIER.IO’s request or receipt of a patch or workaround (as applicable). Support services for the SaaS Product are available during business hours, which are 8:00 a.m. – 6:00 p.m. Central, Monday through Friday (excluding holidays).
b. Target Response Times for Technical Support Issues. SUPPLIER.IO shall provide Responses for Incidents that have been properly reported through the Support Portal in accordance with the table below.
| Severity Level | Description | Response |
| 1 | Catastrophic production problem which may severely impact Customer’s production systems, or that causes Customer’s production systems to go down or not function. There may be a loss of production data and no procedural work around exists. | 4 hours |
| 2 | Customer’s production systems are functioning but does so in a severely reduced capacity. The situation causes a significant impact on portions of Customer’s business operations and productivity. The systems are exposed to potential loss or interruption of service. | 8 hours |
| 3 | Medium-to-low impact problem which involves partial non-critical functionality loss. This issue impairs some operations but allows Customer to continue to function. This may be a minor issue with limited/no loss of functionality or impact to Customer’s operation, and there is an easy circumvention or avoidance by the end user. This includes errors in Documentation. | 1 business day |
| 4 | General usage question or recommendation for a future product enhancement or modification. There is no impact on the quality, performance or functionality of the product. | 5 business days |
c. Limitations. SUPPLIER.IO shall have no obligations under this Section 2: (i) if the Incident cannot be reproduced by SUPPLIER.IO, (ii) if the SaaS Product has been modified or repaired, except by or at the direction of SUPPLIER.IO, (iii) if the SaaS Product has not been installed, used or maintained in accordance with the Documentation, (iv) the SaaS Product is used on hardware, software or other equipment that deviates from SUPPLIER.IO’s recommendations made in the then current Documentation, (v) Customer does not permit SUPPLIER.IO timely access to the logs or to perform remote troubleshooting sessions on the affected component, as reasonably requested by SUPPLIER.IO, and/or (vi) for information or data contained in, stored on or integrated, with any SaaS Product.
3. Maintenance Services.
During the License Term, SUPPLIER.IO shall make available to Customer all Updates to the extent generally released to other SUPPLIER.IO customers that purchased the same services.
4. General.
SUPPLIER.IO may revise the terms of this SMA, provided that: (a) such revision is made to its standard SMA terms generally available to other customers, (b) SUPPLIER.IO provides written/email notice of such revision at least thirty (30) days prior to the effective date of the revision. Any delay or failure in the performance by SUPPLIER.IO shall be excused if and to the extent caused by a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of SUPPLIER.IO, including but not limited to acts of God (including but not limited to fire, flood, earthquake, storm, hurricane or other natural disaster), war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition or embargo, rebellion, revolution, insurrection, military or usurped power, civil war, acts or threats of terrorism, riots, strikes or labor disputes (excluding by SUPPLIER.IO employees) (“Force Majeure”).