AgOS Cloud Service Maintenance and Support Terms.
1. Scope of Support
These AgOS Cloud Service Maintenance and Support Terms (“Support Terms”) document the standard that AgWorks, LLC (“AgWorks”) provides for delivery of the AgOS Cloud Service, including levels of service and communication methods to Customers. Capitalized terms used but not otherwise defined in these Support Terms have the meanings assigned to them in the AgOS Services Agreement located at
http://www.agworks.net/agos-cloud-service-terms-of-use/.
2. AgOS Cloud Service Availability
The website or application where AgWorks provides access to the AgOS Cloud Service (the “Site”) will be made available to Customer twenty-four hours a day, seven days a week less (i) scheduled network, hardware, or service maintenance; (ii) downtime caused by the acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Site by means of Customer’s or Authorized Users’ passwords or equipment; (iii) failures or malfunctions of any equipment or services provided directly or indirectly by Customer; (iv) a failure of the Internet, power outages, natural disasters, or data communication failures; or (v) the occurrence of any event that is beyond AgWorks’ reasonable control (collectively, the “Excusable Downtime”). AgWorks guarantees that the Site will be available to Customer at least 99.9% of the time during each month, excluding Excusable Downtime (“Uptime Commitment”). Compliance with the Uptime Commitment and calculation of
Outages (as defined below) will be measured on a calendar month basis.
The Uptime Commitment percentage will be calculated by dividing the total number of minutes in which there were no Outages during an applicable month (excluding Excusable Downtime) by the total number of actual minutes in that month (also excluding Excusable Downtime), and then subtracting the resulting number from 1 and multiplying that amount by 100; i.e., a calculation using the following formula: 1-- (total Outage minutes in a month/total minutes in said month less Excusable Downtime) x 100 (“Actual Uptime”). “Outage” means any Problem Severity Level 0 incident that is not resolved within the target resolution time set forth below and is measured from the time the incident is reported in accordance with these terms until access to the AgOS Cloud Service is restored. For the avoidance of doubt, “Outage” does not include issues caused by local network, ISP, hardware/software issues, or other circumstances outside AgWorks’ control.
AgWorks will provide at least three (3) business days prior notice of any scheduled downtime. Notices will be communicated via the ‘AgWorks-announce email list’ described in Section 3 of these Support Terms.
If AgWorks fails to satisfy the Uptime Commitment during any month, then AgWorks will issue a credit to Customer’s account equal to the percentage of the monthly AgOS Cloud Monthly Services Fee for the month in which the failure occurs corresponding with the Actual Uptime for that month:
If Customer has prepaid a year of the Monthly Services Fees, the credit will be 1/12 of the fee for 12 months. Any credit issued under these terms may be applied to future AgOS Cloud Service Monthly Services Fees owed by Customer, but in no event will AgWorks be required to issue a refund for any unused credits. All credits must be used within 12 months. Customer acknowledges and agrees that the foregoing credit will be its sole and exclusive remedy for AgWorks’ failure to comply with the Uptime Commitment in this Section.
3. Site Notifications
AgWorks maintains an ‘AgWorks-announce’ email list and uses that list to communicate notices about planned maintenance, Site outages, and other events. Customer will be added to that list based on the information on the first Proposal executed by Customer. If Customer would like to change its contact information, Customer must notify AgWorks by emailing support@agworks.com.
4. Change Request Process
If Customer would like to recommend a change to the AgOS Cloud Service, the requests should be submitted by email to support@agworks.com.
Requests for changes must include:
Client Name
Category
Nature of the Request
Date Change is requested
AgWorks has no obligation to make changes to the AgOS Cloud Service except as needed to resolve Problems reported under Section 5.
5. Problem Severity and Response Time
a. Process for Problem Submission
Customer must notify AgWorks of Problems (defined below) by email to support@agworks.com or via the Client Services page at www.agworks.net by clicking the “Support” link. If Problems are not resolved by AgWorks following the process outlined below, Customer may escalate the issue by contacting AgWorks management in the following order:
1. Client Services Representative
2. Director of Client Services
3. Sales Representative
4. Director of Technology
5. President
Customer’s Problem notification must include:
• Customer name and Customer contact and contact information
• Detailed description of the Problem
• Customer’s proposed Problem Severity Level (based on the definitions set forth below)
b. Problem Definitions
1. Problem Severity Level 0: (Critical/Severe)
Major or Significant Business Impact – means a problem with the AgOS Cloud Service that prevents a majority of Customer’s Authorized Users from accessing the Site or using a critical feature (previously tested and released with current version) and there is no available workaround. The problem has one or more of the following characteristics:
Internal software error, causing the AgOS Cloud Services to fail
Severely degraded performance.
Important functionality (previously tested and released with current version) is unavailable, yet the Site can continue to operate in a restricted fashion.
2. Problem Severity Level 1: (Moderate)
Moderate Business Impact – means a problem that causes minimal loss of Site access or impaired performance. The impact of the problem is moderate or an inconvenience, such as a manual workaround to restore functionality. The problem has one or more of the following characteristics:
A software error for which there is a workaround.
Moderate performance degradation.
Software error requiring manual editing of Provider/Employer Administration settings, database query to correct a data inconsistency, or upload of CSV or XML files to work around a problem.
3. Problem Severity Level 2: (Minor/Trivial)
Minor Business Impact – means a problem that causes no loss of Site access or impaired performance. The impact of the problem has one or more of the following characteristics:
A software feature or preference for which there is a workaround.
Cosmetic issues, report layouts, etc.
A preference regarding documentation or screen layout.
c. Response time
AgWorks will use commercially reasonable efforts to respond to Problem notifications and target problem resolution based on the Problem Severity Level according to the following:
1. Level 0 (Critical/Severe)
Live-agent initial response will be prompt (typically within 1 hour) following AgWorks’ receipt of notification at 855-AGWORKS or email to support@agworks.net. Target resolution is 1 business day after receipt of notification.
2. Level 1 (Moderate)
Live-agent initial response will be within 1 business day following AgWorks’ receipt of notification at 855-AGWORKS or email to support@agworks.net. Target resolution will be determined on a per case basis. AgWorks will provide Customer a target resolution timeframe in its response.
3. Level 2 (Minor/Trivial)
Live-agent initial response will be within [1] business day following AgWorks’ receipt of notification at 855-AGWORKS or email to support@agworks.net. Target resolution will be determined on a per case basis. AgWorks will provide Customer a target resolution timeframe in its response.
For Problem notices submitted to AgWorks outside of AgWorks’ standard business hours, the notice will be deemed received and initial response and target resolution times will be measured starting at the beginning of AgWorks’ next business day (e.g., a submission after hours on a Tuesday will be received Wednesday morning and submissions after close of business on Friday will be received Monday, unless Monday is a holiday).
6. Customer Responsibilities
In order for AgWorks to provide the support services described in these Support Terms Customer must:
Provide AgWorks with documentation and information requested by AgWorks in order to enable AgWorks to reproduce Problem or incident;
Upon reasonable advance notice, allow AgWorks appropriate on-site access to Customer’s computers that Customer uses to access the AgOS Cloud Service;
Provide AgWorks with remote access to the Customer’s systems and reasonable assistance, as requested by AgWorks to enable AgWorks to provide support remotely;
Provide AgWorks with reasonable assistance, if requested.
7. Support Exclusions.
AgWorks will not be obligated to provide any of the following as part of support services under these Support Terms:
Support for software or hardware other than the AgOS Cloud Service;
Support for the AgOS Cloud Service (a) if it has been repaired, tampered with, altered or modified; (b) for problems resulting from use with any hardware or software not provided by AgWorks; or (c) for any use not expressly authorized by the Documentation.
AgWorks may refuse to provide support where, in AgWorks’ reasonable opinion, a condition exists that represents a hazard to the safety of its employees, contractors, or agents.
