Service/Support Agreement - Eng

Definitions

“P1” or Severity 1 means an error or issue that results in the complete interruption of a production system that impacts all ad serving and no viable workaround exists.

“P2” or Severity 2 means an error or issue that is causing important services/components within the production system to not function. Ad serving is still operating, and operations can continue in a restricted fashion and a workaround may be used to restore functionality.

“P3” or Severity 3 means all errors and issues of a less impactful nature including product functionality issues in development or test, and documentation clarifications.

“P4” or Severity 4 means all non-time-sensitive requests such as training

“Ads Generated” refers to the total number of advertisements that were generated by the vendor in response to requests for ads from the client. This metric encompasses the total quantity of advertisements that were produced and may or may not have been served due to being discarded by the retailer.

“API” means application programming interface.

“Ad Request” means an API call to Citrus for either a sponsored product ad or a Display Banner ad outlined in the Citrus documentation here: https://developers.citrusad.com/integration/reference/requesting-product-ads-1.

“Business Day” means Monday to Friday (other than a day designated as a national holiday within the Time Zone Support regions).

“Business Hours” means 7AM to 7PM (local time of applicable Time Zone) on a Business Day.

“Core Components” means those aspects of the Service that if unavailable would result in the complete interruption of a production system that impacts all users where no viable workaround exists.

“Customer Cause” means:

• any negligent or improper use (including improper installation or implementation), misapplication, misuse or abuse of, or damage to, the Products by Customer or any of its Representatives;
• any maintenance, update, improvement or other modification to or alteration of Products by Customer or its Representatives that was not specifically authorized in writing by CitrusAd;
• any use of the Products by Customer or its Representatives in a manner that is inconsistent with the then-current Documentation;
• any use by Customer or its Representatives of any third-party software, computer hardware, network hardware, electrical, telephone, wiring and all related accessories, components, parts and devices that CitrusAd has not provided to Customer;
• any use by Customer or its Representatives of a version of the Products that is not supported under the End of Life Policy; or
• any issue caused by Customer’s information technology infrastructure, including computers, software, databases, electronic systems (e.g., database management systems) and networks.

“End of Life (EOL)” refers to the point at which the platform provider discontinues official support and maintenance for the specified product or service.

“Error” means any reproducible failure of the Products to operate in all material respects in accordance with the then-current Documentation, provided that the issue is not due to a Customer Cause.

“Force Majeure Event” means any unavailability of the Service caused by circumstances beyond CitrusAd’s reasonable control, including without limitation, acts of God; acts of government; flood; fire; earthquakes; civil unrest; acts of terror, strikes or other labor problems (other than those involving CitrusAd employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within CitrusAd’s possession or reasonable control, and denial of service attacks.

“Generate Ads” API endpoint (/v1/ads/generate) is responsible for the creation of ads, which are referred to as “Ads Generated.”

“Incident” is an unplanned service interruption to or the quality reduction of a service.

ITIL means Information Technology Infrastructure Library and is a set of detailed practices for IT activities such as Service Management and underlying processes such as Incident Management, Service Request Management and definitions.

“Out-of-Scope Services” means any of the following:

• any services requested by Customer for Products for which Customer has not purchased or paid for Support Services;
• any services requested by Customer in connection with any apparent Error that CitrusAd determines in its reasonable discretion to have been caused by a Customer Cause; or
• any other services that Customer and CitrusAd may from time to time agree in writing are not included in the Support Services.

“Problem” is a support request classification which is “a cause or has potential to cause one or more incidents”. These support cases can be raised without the existence of a corresponding incident.

“Representative” means any employee, contractor, or agent of Customer or an Affiliate of Customer.

“RPS“(Requests Per Second) is a metric used in computing and network performance monitoring. It measures the number of requests or transactions that a system or server can handle in one second.

“Service” means CitrusAd’s proprietary hosted service offering that is subscribed to by Customer under a Retailer Agreement.

“Service Request” means a request from a user for information, advice, a standard change, access to a service, or any additional requests made for products and services from a service catalog.

“Severity Level” means the level of Severity/Priority assigned to an Error and as further defined in the Severity Level Table. CitrusAd shall assign the respective Severity Level to an Error, subject to the parties’ written agreement to revise such designation after CitrusAd’s investigation of the reported Error and consultation with Customer.

“Software” means those proprietary software offerings that Customer licenses from CitrusAd under a Main Agreement.

“Support Hours” means the hours that support is available to respond to non-critical (priority 2, 3 and 4) issues.

“Support Period” means the term specified in any ordering documentation between CitrusAd and Customer during which CitrusAd shall provide Support Services to Customer.

“Support Services” means CitrusAd’s maintenance and support services.

“Time Zone” means the geographical time zone of one of the following CitrusAd Support regions based on Customer’s location:

• Americas (East Coast)
  • Florida (GMT-4)
• Americas (Central)
  • Illinois (GMT-5)
• Americas (West Coast)
  • California (GMT-7)
• Europe
  • United Kingdom (GMT+1)
  • Spain (GMT+2)
  • Netherlands (GMT+2)
• APAC
  • Australia (GMT+10)

“Uptime Availability” means the uptime of the Core Components of the Service, measured per calendar year. Uptime Availability does not include downtime that results from a Customer Cause or a Force Majeure Event.

Support Overview

The following table provides an overview of the level of support and availability.

Standard support is provided to all retailers as standard.

Standard Support

Standard Support provides access to an integrated support case management system that provides insight throughout the engineering and product management teams. Access to our Technical Support team is available Monday through Sunday between 7am and 7pm, local time. Initial contact response targets are based on the severity of the issue. The issue must be lodged via approved channel listed below for Service Level Agreements to be valid.

Premium Support

Premium Support includes all benefits of Standard Support plus 24x7x365 access to Technical Support Engineers for additional monthly costs. Premium Support customers also have the convenience of inbound phone support to open and receive updates on cases through the Premium Support Hotline. Other benefits include:

● Stricter Initial Response SLAs – Severity 1 cases have an initial response target of 15 minutes. Severity 2 cases have an initial response target of 1 hour.
● Priority Handling of Cases – Cases are handled ahead of Standard Support cases. This ensures the fastest solution to your reported question or issue.

Customers interested in learning more about Premium Support should contact their assigned Customer Success Manager or Technical Account Manager.

Support Requests

Online case submission

Support cases can be entered 24x7x365 via the Support Portal or by emailing support@citrusad.com. Cases will be handled by their severity; the respective support plan the customer is on (i.e. Standard or Premium); and the order in which they are received. A Support Engineer will provide a response within the stated initial response time to ensure that your issue is handled in a timely manner.

Phone support

Phone access to Support Engineers is available only with a Premium Support subscription/entitlement. To help accelerate the resolution of an issue, it is recommended that the customer first create a support case via the online case submission (either Support Portal or via email) to capture all relevant information, screenshots, etc. prior to calling through to our Phone Support; however, this is not required.

For Standard Support customers, inbound telephone support is not available.

A support engineer (irrespective of the support plan the customer is on) may choose to call back if this method is required to properly handle the reported issue in the online case management system.

Language support

To provide the highest level of service to our customers, all technical support will be conducted in English. This allows all cases to be efficiently handled by the entire Technical Support team, and it offers quick escalation to the Engineering teams, if needed. Cases taken in languages other than English will be translated and handled in English throughout the resolution of the case. Service Levels cannot be guaranteed for cases that are submitted in other languages.

Severity & Support Request Classifications

The severity classification is the degree of impact that an issue has on operation of a component or system or how this affects the ability to achieve the intended business usage of the product. An Incident is an unplanned interruption to or quality reduction of a service, while a Service Request refers to additional requests made for products and services. The classifications also enable our Technical Support team to classify and prioritise the issue so it can be escalated to the appropriate System Operations, Product or Engineering team within CitrusAd.

Impact

Impact is a measure of the business criticality and the extent of the service interruption of an incident. The potential of lower priority incident to significantly impact to the organisation at a future trigger point, is also a valid consideration when assessing prioritisation.

Urgency

Urgency is about assessing the acceptable maximum resolution time taken to address an incident of a certain impact.

Priority

The priority of an incident is a measurement of the combination of impact and urgency. Priority is determined according to the table below:

The table below provides high-level definitions of the different severity levels. Priority is set via the impact and urgency.

(Note: Technical Support may adjust the severity level if the initial severity does not match the definitions below. In such cases, the customer will be notified with an explanation for why the change was made)

Incident Management

The supplier will provide Incident Management services for the supported environment. Using ITIL aligned processes, the incident management role is to restore services and deliver timely resolution. The process is driven by ITIL based approach which allows for a consistent service to be delivered that improves the productivity of users and reduces costly business impacts. Incidents are prioritised according to impact and urgency.

Service Request Management

Service Request Management is the management of requests for a service other than an Incident. Typically, a Service Request will be placed for an item that is part of a standard services catalogue.

Problem Management

The supplier will provide Problem Management capability for the supported environment to strive to understand root cause of any problem and identify known errors quickly so that services can be returned to normal operations and business impacts can be minimised. A Problem record captures a trend of Incidents and are generated from a high impact Incident or reoccurring Incident to document root cause and implement a fix. Often Incidents will be resolved using a workaround, however it is important to resolve the underlying root cause of the Problem to reduce future occurrences and prevent down time. Often in identifying the root cause of a problem, a project or a piece of detailed work will be required to solve the Problem and a Request for change will be submitted to effect the fix.

Major Incident Management

The supplier will provide a major incident management function with defined critical incident process activities required to ensure a consistent response and minimise the impact to the organisation. A critical incident is defined as a Priority 1 incident. Please refer to the prioritisation matrix for more detailed descriptions of the criteria for a Priority 1 Incident. We enact the Major Incident process on Priority 2 issues that will escalate to a Priority 1 issue if not resolved within a certain time period. This function allows us to deliver visibility of Critical incidents to all stakeholders through timely, accurate and effective communication with due regard for the audience. We ensure the passage of quality data through to Problem Management for all Critical incidents to facilitate the resolution of root cause for Critical incidents.

Change Request Management

Managing Changes to an environment is an important aspect of our production stability and service transition practices. A Change is “the addition, modification, or removal of anything that could have a direct or indirect effect on services”. A Change Request is a formal proposal that can be submitted by a stakeholder to request change to services. To ensure that changes are managed in a consistent manner, changes will be carried out with adherence to our change management process and we ask our Customers to adhere to these same practices. Risks associated with change are managed and reduced by following these standardised processes. Notify us of Changes to your environment by emailing support@citrusad.com.

The Service Levels will be adopted as an operational document and agreed between Supplier and Customer as required from time to time.

Note: If a Change Request is altering core functionality it becomes a Product Improvement Request and is managed through our Product Management process. The Product Management function is responsible for our future Release Roadmap items.

Product Improvement Requests

Product Improvement Requests can be submitted via your Customer Success Manager or Technical Account Manager who can help you with your Product Improvement Request.

CitrusAd beta Products and Features

CitrusAd may give you access to beta Products or features that you can opt in to in order to test new products, features, or ideas. When using beta Products and features, there are additional policies and conditions to be aware of when using these products. Beta products fall outside of our service and support agreement commitments until they are launched in general availability.

Although this beta product or feature may be publicly known, you aren’t allowed to publicly share any information you might have received or learned about the feature.

Initial Response Time/Escalation

Initial Response Time

Initial response time is the time within which customers will receive confirmation (via one of our Technical Support team) of receipt of an inquiry, including a case tracking number, and an expectation as to when a resolution or update should be expected. Initial response times are determined by the severity of the issue and level of support the customer is entitled to.

Note: The Initial Response Time does not include auto-generated responses. It is the time that the customer will receive a response from one of our Technical Support team when the case is assigned.

Emergency Escalation

Customers may request that a case be escalated if the subject of the request involves a system critical issue or an extremely complex problem, or an unreasonable amount of time has elapsed with no resolution after the Initial Response thresholds have passed. To escalate a case, the customer should submit their escalation request via email to sdescalations@citrusad.com. This request should include;
● the original case reference
● the reason for the escalation request

Expected Resolution

Low severity items do not have an expected resolution and are handled with ‘best effort’ to resolve. The nature of these type of items (i.e. product enhancement, training etc) may require the request to be handed off to a product team or another team – and therefore need to follow the Product improvement process for review.

The following table provides a summary of the Initial Response targets for Standard and Premium Support:

^[1] All critical issues as deemed by the definition in Severity Classifications are responded to 24x7x365 (irrespective of the Customer being on a Premium or Standard support plan). All other issues for Standard support plan are responded to on business days within business hours (local time)

Limitations and Exclusions

Our Technical Support services will not be provided in cases where:

• there is an improper use of the Services in a way that is unintended as outlined in any support documentation or other guidance provided by us;
• you fail to respond to any of our requests for additional information within a reasonable period of time;
• we cannot replicate your issue after reasonable efforts to do so;
• issues are caused by corrupted, faulty or otherwise inappropriate data used with the Services by you;
• you are using a version, feature, or other functionality that is labeled as “beta” or “experimental”;
• you are in violation of the Acceptable Use Policy or other terms of your Retailer Agreement;
• the issue was not logged via the approved channels listed in this agreement;

Our Technical Support services do not include the provision of any of the following services:

• provision of strategic advice;
• responding to requests that are unrelated to the provision of Services;
• support for non-Production Environments

Reporting an issue

Opening and updating support cases

Outlined below are steps you can take, when possible, to make your interaction with the Technical Support team more effective. The more detail that you can provide about an issue, the quicker the support team can troubleshoot and resolve the issue. Cases will be handled in the order of their severity, level of support, and the order in which they were received.

Summary / Description – Provide as many other details about the issue as possible, including any co-existing issues that you may be experiencing with your application, or any recent updates or changes that may have been made to your application. Provide the results of any troubleshooting measures you may have already undertaken, or the steps that can be followed to reproduce the issue. A screenshot of the issue also assists in our Technical Support team being able to recreate the issue

Severity / Priority – Selecting the correct Severity / Priority will ensure that the issue is handled in the proper order and is solved within the appropriate resolution time. (Note that the responding support engineer may reduce the initial severity level if the case does not meet the severity criteria as defined above)

Support Requests Status

Support Request Status
During the processing of your Support Request, we will assign various statuses to the Support Request to keep you up to date.

These statuses are described below.

Environments and Endpoints

Environments

For the purpose of this agreement, the Service/Support Agreement pertains to production environments only.

CitrusAd reserves the right to determine what constitutes a production environment, but for clarity, environments such as staging (or any pre-production environment), sandbox, development, test or QA, do not carry any of these SLA or service guarantees.

Uptime Measurement

CitrusAd will measure uptime by checking the response of the CitrusAd API for the “Generate Ads” API endpoint (/v1/ads/generate). Every one (1) minute, a third-party service will attempt to access the CitrusAd API. If the service does not receive a successful HTTP response (5XX response) – then downtime is tracked on minute resolution where downtime is defined as greater than 10% traffic returning a 5XX error. The retailer or integrator should refer to class of errors that can be found here

CitrusAd reserves the right to make reasonable changes to this measurement procedure. CitrusAd reserves the right to change the system/service that is attempting to measure the CitrusAd API.

Service Commitments

CitrusAd will use commercially reasonable efforts to make the CitrusAd Service and CitrusAd API available with a Monthly Uptime Percentage of at least 99.9% for each region, during any monthly billing cycle (the “Service Commitment”).

API endpoint response times

On and from the Infrastructure Handover, Citrus guarantees the response times as per the Infrastructure and Hosting plan that the Retailer is subscribed to, for the “Generate Ads” API endpoint (/v1/ads/generate) with the following conditions:

1. Up to 400 RPS**
2. Number of active ads per request has an upper threshold limit of 10 per call;
   and
3. Number of filters per product has an upper threshold limit of 250
4. Maximum number of Products per campaign of 100
5. Banners limited to 20 products per ad

**Unless otherwise contracted

Excluded Monthly Times

Notwithstanding any provision in this Agreement to the contrary, no Unavailable Monthly Time will be deemed to have occurred if downtime:

• is caused by factors outside of CitrusAd’s reasonable control, including, without limitation, telecommunications provider-related problems or issues, Internet access or related problems occurring beyond the point in the network where CitrusAd maintains access and control over the Services;
• results from any actions or inactions of Customer or any third party (except for CitrusAd’s employees and subcontractors);
• results from the Customer Applications, Customer’s equipment, software or other technology, Add-on services, or third party equipment, software or other technology (except for equipment within CitrusAd’s direct control);
• occurs during CitrusAd’s scheduled maintenance for which CitrusAd will provide at least thirty-six (36) hours prior notice;
• occurs during CitrusAd’s emergency maintenance (maintenance that is necessary for purposes of maintaining the security, integrity or operation of the Services), regardless of the notice provided by CitrusAd;
• results from any alpha, beta, developer preview, development test-bed environments, descriptions of similar import or not otherwise generally available CitrusAd features or products;
• periods of Unavailable Monthly Time that are less than five (5) minutes of continuous unavailability in duration (collectively, the “Excluded Monthly Times”).

Changes to this Agreement

Please note that CitrusAd reserves the right to change or update this Agreement at any time (including the measurements and classification of issues). If we do so, we will notify you at least 5 business days prior to making the change, and the change becoming effective.