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Exhibit B Support

As part of the support services for the CMX Service, CMX will use commercially reasonable efforts to: (a) ensure that the Software is accessible through the CMX Site over normal network connections, excepting downtime due to necessary maintenance and troubleshooting; (b) maintain the security of the CMX Service; (c) provide telephone, e-mail and web-based support services during CMX’s regular business hours for Software related questions and (d) make available Updates in accordance with CMX’s schedule but in no case later than general availability provided to CMX’s other customers. “Update” means subsequent maintenance releases of the Software and bug fixes and patches that CMX generally makes available to other customers of the CMX Service for no additional fee. Updates shall not include any Module, release, option or future product which CMX makes available as part of the CMX Service for an additional fee.

Without limiting the foregoing, CMX shall use commercially reasonable efforts to meet the following service levels. In the event that CMX fails to achieve the applicable service level, Customer will be entitled, as its sole and exclusive remedy, to a credit in accordance with the terms set forth in this Exhibit B. CMX’s system logs and other records shall be used for calculating any service level events.

 

Service Levels:

Service Level Description and Measurement Method Target Service Levels Minimum Service Levels
System Availability The percentage time that the CMX Service is in service and fully available for access and data input by Users 100% 99%

Support Response Times

(24-hour)

The amount of time it takes for CMX to initially respond to a submitted support ticket

1 hour

1 hour for Severity 1 Problems;

24 hours for Severity 2 problems;

72 hours for all other problems.

Help Desk Response Times

(9 am – 6 pm, EST)

The amount of time it takes for CMX to initially respond to a submitted support ticket

1 hour

1 hour for Severity 1 Problems;

24 hours for Severity 2 problems;

72 hours for all other problems.

 

 

Classification of Problems or Support Calls:

  • (1.) Severity 1 (“Fatal”) – A problem for which there is no known Workaround and which (a) prevents the execution of a Primary Function for a majority of Users, or (b) results in data corruption or crash.
  • (2.) Severity 2 (“Critical”) – A problem for which (a) causes difficulty in execution of a Primary Function or (b) prevents the execution of a Secondary Function, and as to any of the preceding, for which there is no known Workaround.
  • (3) Severity 3 (“Serious”) – A problem for which causes difficulty in execution of a Secondary Function, but for which there is a Workaround, although with significant User inconvenience.
  • (4) Severity 4 (“Minor”) – A problem which causes inconvenience, but for which there is an acceptable Workaround.

 

Definitions:

“Excused Delay” means any failure or delay which is beyond the reasonable control of CMX, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, telecommunications failures or delays, computer failures involving hardware or software not within CMX’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks), but only if such unavailability results notwithstanding the exercise of reasonable care and diligence to avoid or mitigate the same in anticipation of or in response to such causes. Excused Delay shall also include downtime due to necessary maintenance and troubleshooting.

“Primary Function” means a function that is essential and represents a significant amount of utility Customer gains from the CMX Service, which if not supported, would have a serious detrimental impact.

“Secondary Function” means a function that is not frequently used or does not represent an essential function of the CMX Service.

“Workaround” means a feasible change in operating procedures whereby a User can avoid the deleterious effects of a non-conformance without material inconvenience.

 

Exclusive Remedy:

If CMX fails to meet any of the above “Minimum Service Levels” during any calendar month, and such failure is not excused due to any Excused Delay, Customer shall promptly notify CMX in writing of such failure, but in any event within fifteen (15) days following the end of the applicable month, and Customer may choose to request a service credit to be applied against future payments that become due from Customer to CMX under this Agreement. Such service credit shall be computed as follows:
 
For System Availability: The ratio of unavailable minutes to total potentially available minutes (net of Excused Delays) in the applicable calendar month during which the Minimum Service Level was not met multiplied by the monthly fees due for such month; provided, however, in no event will the service credit due exceed ten percent (10%) of the applicable monthly fees.
 
For Support and Help Desk Response Times: One percent (1%) for each full hour during any calendar month that the Minimum Service Level was not met multiplied by the monthly fees due for such month; provided, however, in no event will the service credit due exceed twenty percent (20%) of the applicable monthly fees.

Notwithstanding anything to the contrary, the foregoing credits will be Customer’s sole and exclusive remedy with respect to any unscheduled downtime or any failure by CMX to meet any Minimum Service Level and in no event will the cumulative service credits for any calendar month exceed twenty percent (20%) of the applicable monthly fees.

 

Approved Browsers

To maximize the CMX’s ability to adequately support Customer’s needs, CMX uses statistical data from web visitors and registered users to identify the web browsers used by CMX’s target audience. CMX regularly reviews this data to determine which browsers are eligible for support. Due to their wide applicability across a vast number of technologies, browsers are continuously evolving. In order to maintain parity with industry standards, CMX maintains compatibility with a limited number of browser technologies and versions. Additionally, to safeguard Customer Data, only browsers which receive security updates from the browser manufacturer are considered for support. Below is a list of the desktop browsers supported by CMX (“Approved Browsers”).

 

Current Active Support (Desktop Browsers)

Edge

Chrome

Firefox

Safari

(Current - 1) or Current

(Current - 1) or Current

(Current - 1) or Current

(Current - 1) or Current

 

(Current - 1) or Current denotes that we support the current stable version of the Approved Browser and the version that preceded it. For example, if the current version of an Approved Browser is 24.x, supports the 24.x and 23.x versions.

Any problem with the CMX Service when utilizing Approved Browsers that meet this criteria shall be considered a bug and Customer shall report such bug to CMX.

 

Unsupported Browsers

Customer may install and operate the CMX Service on versions of browsers that do not meet the Approved Browser criteria. If Customer uses any browser other than an Approved Browser in connection with the CMX Service (i) CMX shall not responsible for meeting the service level commitments set forth herein, and (ii) Customer assumes all responsibility for any performance issues, loss or corruption of data, or any other damages caused as a direct or indirect consequence of such usage.

 

Native App / Device Specification

Operating systems and devices are subject to frequent change, due to their wide applicability across a vast number of technologies and commercial use cases. Given the vast combinations of operating systems and devices, CMX maintains compatibility with a limited number of operating systems (each an “Approved Operating System”) and devices (each an “Approved Device”) for use with the Offline Module. Further, in order to ensure compatibility between the CMX Service and the Offline Module, CMX performs extensive testing of the CMX Service on combinations of Approved Operating Systems and Approved Devices, which it deems suitable for the intended use. The testing is performed in a controlled technical environment and requires (i) Approved Device certified and approved by CMX, (ii) Approved Operating System approved and certified by CMX, (iii) installation of Approved Operating System on Approved Device, (iv) installation of approved version of the CMX Service on Approved Device, and (v) no additional third-party applications are installed on the Approved Device during testing. When CMX has verified the satisfactory performance of the CMX Service through an Offline Module in the aforementioned technical environment, items (i) – (v) will be considered a supported “Native App / Device Specification.”

CMX will furnish a then-current list of supported Native App / Device Specifications upon request from Customer at any time. If Customer uses the Offline Module on un-supported Native App / Device Specifications (i) CMX shall not responsible for meeting the service level commitments set forth herein, and (ii) Customer assumes all responsibility for any performance issues, loss or corruption of data, or any other damages caused as a direct or indirect consequence of such usage.