Index

Index Support and Service Levels Policy

This Support and Service Levels Policy (“SLA”) sets forth certain policies and procedures with respect to the provision of services ordered by a customer (“Retailer”) from Index Systems, Inc. (“Index”) pursuant to a written agreement between Index and Retailer which references this SLA (“Agreement”). Any undefined capitalized terms in the SLA shall have meaning set forth in the Agreement.

1. Definitions
  1. Authorization Request” means an unmodified and uncorrupted request to determine whether a particular transaction should be authorized, partially authorized or declined.
  2. Authorization Notice” means a response message sent to Retailer when a particular Authorization Request has been Correctly Authorized by a Payment Processor.
  3. Correctly Authorized” means, with respect to a particular Authorization Request, that a Payment Processor has (i) determined whether the applicable transaction should be authorized, partially authorized or declined, (ii) properly formed a message response representing such determination, which is addressed to Retailer (a “Payment Response”), and (iii) sent such Payment Response to Index’s servers.
  4. Normal Business Hours” means Monday-Friday, 8:00am-6:00pm Pacific.
  5. Payment Processor” means the third party payment processor(s) designated by Retailer to process transactions.
  6. Processing Time” means, with respect to a particular Authorization Request, the time elapsed between (i) when Index receives all information necessary to make an Authorization Request, and (ii) Index sending an Authorization Request to a Payment Processor.
  7. Response Time” means, with respect to a particular Authorization Request, the time elapsed between (i) when Index receives a Payment Response from a Payment Processor, and (ii) Index sending an Authorization Notice.
  8. Retailer’s Business Hours” means Monday-Sunday, 8:00 am – 11:00 pm Pacific.
  9. Service Levels” means the Service Availability, the Processing Time limits set forth in Section 3(B), and the Response Time limits set forth in Section 3(C).
2. Support

Index will provide Retailer with customer service to resolve issues relating to Retailer’s use of the Services, the Mobile Application, and the card processing component of the Services (as further specified in Section 2(A)(i) of this Exhibit). Retailer is solely responsible for providing service to its customers for any and all issues related to Retailer’s products and services, including but not limited to issues arising from the processing of customers’ cards through the Service. Index provides regularly staffed support (including primary and secondary backup personnel) 24 hours a day, 7 days a week, 365 days per year. For general support inquiries, e-mail support@index.com.

3. Payment Services
  1. For Payment Services, Index will:
    (i) use best industry standards for similarly-situated providers to maintain the security and integrity of the Payment Services, and (ii) provide standard support to Retailer. If Payment Services become substantially unavailable to Retailer due to defects with the Service, Index will acknowledge such unavailability (i) within two (2) hours from Retailer’s notification to Index of such unavailability, if during Normal Business Hours, or (ii) as soon as reasonably practicable, but in no event less than four (4) hours from Retailer’s notification to Index of such unavailability, if outside of Normal Business Hours.
    For purposes of this Exhibit E, the “Payment Services” include:
    a. providing an Authorization Request to a Payment Processor
    b. receiving a Payment Response from a Payment Processor
    c. if Payment Processor Correctly Authorizes an Authorization Request, sending the applicable Authorization Notice to Retailer
  2. Non-Payment Services. For purposes of this Exhibit E, the “Non-Payment Services” shall mean the components of the Services and Mobile Application that are not part of the Payment Services. For Non-Payment Services, Index will: (i) use its reasonable commercial efforts to maintain the security and integrity of the Non-Payment Services; and (ii) provide standard support to Retailer. If Non-Payment Services become substantially unavailable to Retailer due to defects with the Service, Index will acknowledge such unavailability (i) within two (2) hours from Retailer’s notification to Index of such unavailability, if during Normal Business Hours, or (ii) within two (2) hours of the start of the next business day, if outside of Normal Business Hours.
4. Service Levels.
  1. Service Availability. Beginning after Retailer Accepts (as defined in Exhibit D) the Services and Mobile Application, Index will provide 99.999% availability to the Payment Services (the “Service Availability”). The Service Availability will be measured on a monthly basis, with all hours weighted equally, but the Service Availability measurement will exclude Scheduled Maintenance (as defined below).
  2. Processing Time. Index shall provide: (i) an average Processing Time of 2,000 milliseconds or less in a calendar month, (ii) a maximum Processing Time of 4,000 milliseconds or less for at least 95% of all Authorization Requests in a calendar month, and a maximum Processing Time of 7,000 milliseconds or less for 98.5% of all Authorization Requests (in each case, excluding Scheduled Maintenance).
  3. Response Time. Index shall provide: (i) an average Response Time of 2,000 milliseconds or less in a calendar month, (ii) a maximum Response Time of 4,000 milliseconds or less for at least 95% of all Authorization Requests in a calendar month, and a maximum Response Time of 7,000 milliseconds or less for 98.5% of all Authorization Requests (in each case, excluding Scheduled Maintenance).
  4. Scheduled Maintenance. At least seven (7) calendar days in advance, Index will notify Retailer of scheduled downtime for maintenance or upgrades (time where the Services are not available) (“Scheduled Maintenance”), provided that Scheduled Maintenance for Payment Services will not occur during Retailer’s Business Hours. Scheduled Maintenance for all other Services will not exceed more than five (5) hours per month during Retailer’s Normal Business Hours.
  5. Exclusions. For all Service Levels in this Exhibit: (i) Index can request additional maintenance downtime from Retailer and, if Retailer agrees to proposed downtime (which agreement will not be unreasonably withheld), such downtime will be excluded from the Service Level calculation; and (ii) any issue or downtime that is caused by Retailer (including, without limitation, Retailer’s point of sales system or internet connection), a Payment Processor, outages of third party connections or utilities beyond Index’s reasonable control, or a Force Majeure Event will be excluded from the Service Level calculation.
  6. Reporting. Retailer will notify Index of any non-compliance with the Service Level. If Retailer becomes aware that a Service Level has been missed, then Retailer will notify Index and provide information about the problem.
5. Privacy

Index will ensure that its privacy policy, as applicable to Retailer’s customers, will allow such customers to opt-out of receiving marketing communications from Index.

6. Remedy
  1. Service Availability. If the Payment Services are unavailable to Retailer due to defects with the Service beyond Service Availability, then, as Retailer’s sole and exclusive remedy (and Index’s sole liability), Index will provide Retailer a credit for the Subscription Fees due in the subsequent Service billing cycle as follows:
    Availability Credit
    97.5% – 99.8% 5%
    95% – 97.5% 10%
    < 95% 20%
  2. In order to receive downtime credit, Retailer must notify the Index contact set forth on the Order Form within seventy-two (72) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. All credits provided hereunder are nonrefundable. If Retailer elects not to renew the Agreement, such that the above credit cannot be applied, Retailer will have the option to receive up to one free month of Service as its sole remedy in lieu of such credit.
  3. Processing Time and Response Time. If the Payment Services do not meet the Processing Time and/or the Response Time set forth in Sections 3(B) and 3(C) for three (3) consecutive months, or for any four (4) months in six (6) consecutive months, then as Retailer’s sole and exclusive remedy (and Index’s sole liability), Retailer may terminate this Agreement immediately upon written notice.