Riversand (RTI) Service Level Program (SLP)
Service Level Agreement Program
- Applicability. The Solution Accessibility Warranty applies to the applicable Solution. “Solution” means and includes the following products if transacted for and paid for by Customer, as identified on a contract between Customer and RTI: (i) the RTI MDMCenter OnDemand Product, (ii Standard implementation services including configuration (iii) RTI Hosted Service(s).
- Percentage. The Solution will be accessible 99.5% percent of the time, seven days a week, and twenty-four hours per day, as calculated over a calendar year (the Solution Accessibility Warranty”).
- Remedy for Non-Compliance.If the Solution fails to meet the Solution Accessibility Warranty, RTI will issue to Customer’s account the number of Total Credit Units resulting from application of the formula below. Customer may use the Credit Units towards any future purchases of RTI support services,
- (A) Calculation. The number of Total Credit Units is calculated as follows:
[Total Credit Units = Inaccessibility Period (in hours) ÷ 8760 hours] X Annual Subscription Fees actually paid (for the individual applicable Solution).
“Inaccessibility Period” means the period of time that the Solution failed to meet the Solution Accessibility Warranty. “Credit Unit”. A Credit Unit is a representation of a unit of currency, in the same currency as Customer paid RTI for the applicable Solution, such as Euros, U.S. Dollars or otherwise. One Credit Unit is equal to one unit of currency. For example, if Customer paid in U.S. Dollars, one Credit Unit would equal $1.00 USD.
“Annualized Period” means a twelve month period commencing on the anniversary date of Customer’s subscription to the applicable Solution. For example, if Customer transacts for a two year subscription to a Solution starting on January 1, 2010, then the two Annualized Periods are (a) January 1, 2010, until December 31, 2010; and, (b) January 1, 2011, until December 31, 2011.
Annual Subscription Fee” means the amount which Customer actually paid to RTI for the applicable Solution that corresponded to the applicable Annualized Period. For example, if Customer transacts for a two year subscription to a Solution starting on January 1, 2008 for $1,000,000, then the Annual Subscription Fee for each Annualized Period (that is, January 1, 2008, until December 31, 2008) is $500,000.
- (A) Calculation. The number of Total Credit Units is calculated as follows:
- Scheduled Downtime. When needed, RTI will schedule downtime for routine maintenance or systems upgrades (“Scheduled Downtime”) for the Solution. RTI shall exercise commercially reasonable efforts to schedule maintenance and system upgrades outside of peak traffic periods. Generally, such maintenance or system upgrades are scheduled to occur from Saturday, 8:00AM to Saturday, 8:00PM clients selected time zone (“Maintenance Window”). RTI reserves the right to extend or change the times of the Maintenance Window. RTI will use commercially reasonable efforts to notify Customers at least 48 hours prior to the occurrence of Scheduled Downtime.
- Exclusions. In calculating the Inaccessibility Period, the following will not apply: (i) mere micro-outages (meaning, an inaccessibility that lasts less than fifteen (15) minutes, provided that there are no more than three (3) micro-outages within a calendar month); (ii) Scheduled Downtime for which Customer has been notified at least one business day prior to such Scheduled Downtime; (iii) inaccessibility that is not the fault of RTI (such as failures caused by factors not under RTI’s direct control, for example where caused by equipment or software under the control of a third party), and (iv) inaccessibility due to Customer request or where Customer approved in advance. Customer shall be solely responsible for maintaining adequate controls over Customer’s Data transmissions to the Solution, for monitoring such transmissions, and for bringing to RTI’s attention any failure to access the Solution within (5) days of inception of any such event. Customer shall be solely responsible for setting applicable data processing and transmission parameters, for inspecting all data input and output for accuracy and completeness; (v) inability to access certain modules or functionality within the solution due to temporary defects caused by data or code.
The Solution contains the following security elements:
- Physical Security. The Solution is either under RTI’s control or is located at a secure, third party off-site facility. Access to the hardware, software, and other elements comprising the Solution is limited to authorized personnel only. RTI uses servers with redundant features for maximum accessibility.
- Disaster Recovery. The Solution utilizes a disaster recovery plan to allow for RTI to meet the Solution Accessibility Warranty stated in this Service Level Program.
- Data Security. Transactions made using the Solution are initially stored in a database to prevent loss. All Customer Data resident on the systems is backed up daily. Backups are stored off-site at a secure third party location. Backups include Customer’s registration and account information. The Solution receives periodic preventive maintenance. This preventive maintenance is scheduled for times outside of peak traffic periods. As applicable, transaction queues wait while maintenance occurs, and they resume processing when maintenance concludes. Only the organizations involved in a Transaction are permitted to see that Transaction, except to the extent RTI is asked to debug a technical issue and needs to access a customer data.
- Solution Security. RTI implements commercially available security software, hardware and techniques to minimize and prevent non-authorized use of the Solution. These include firewalls, intrusion detection software tools, and monitored use of the Solution. The Solution also performs authentication of interactive user sessions. For increased security, the Solution uses HTTPS, which is HTTP over SSL (Secure Sockets Layer). The SSL security protocol provides data encryption, server authentication, message integrity, and optional client authentication for TCP/IP connections. The Solution’s Webservers use a server digital certificate to enable SSL connections.
- Solution Integrity. Customer agrees not to: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Solution; (ii) post or send to the Solution anything that contains a virus, bug, cancelbot, worm, Trojan Horse or other harmful item; (iii) take any action which imposes an unreasonable or disproportionately large load on the Solution such that other users are adversely affected; or (iv) use any device or technology to provide repeated automated attempts to access password-protected portions of the Solution for which Customer does not have a valid password issued to Customer by RTI. Customer may not allow any third parties to use Customer’s password without RTI’s prior written consent. Customer also understands that RTI cannot and does not guarantee or warrant that files or non-RTI software of any kind, or from any source, available for downloading through the Solution, will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties. Customer acknowledges that RTI has the right, but no obligation, to take such actions related to use of the Solution (including but not limited to removing content or denying routing of certain data) if RTI reasonably believes that such actions are needed to comply with the law.
- For the convenience of our global customers, this document may be translated into several languages. Please bear in mind that in the event of any ambiguity created by such translations, the substance in the English version will control.
- EXCEPT FOR THE EXPRESS SOLUTION ACCESSIBILITY WARRANTY STATED IN THIS SECTION 1, THIS DOCUMENT DOES NOT (I) CREATE ANY OTHER REPRESENTATION OR WARRANTY RELATED TO THE AVAILABILITY, ACCESSIBILITY, OR USABILITY OF THE SOLUTION; or (II) DIMINISH, ALTER OR NEGATE ANY OTHER EXPRESS WARRANTY(IES) IN ANY SIGNED AGREEMENT BETWEEN THE PARTIES. The remedies stated in Section 1 are Customer’s sole and exclusive remedies, and RTI’s sole liability, for failure to meet the warranties stated in section 1 above.
[1 This policy doesn’t apply to a distinct implementation of the RTI product developed and maintained for the sole use of the customer.