Service Level Agreements
PDI Loyalty Program Service Level Agreement
The terms set forth in this PDI Loyalty Program – Service Level Agreement are applicable to PDI Loyalty Program solutions provided by PDI pursuant to this Service Level Agreement. In consideration for the Fees paid in full as described in the applicable Order Form, PDI does hereby agree to provide for as long as such Fees are paid in full, the SaaS in compliance with the following service level agreement (“SLA”):
1. SaaS Maintenance Services
a. PDI shall maintain the SaaS and the Documentation in good working order and in compliance with this SLA. PDI shall correct all errors, problems, interruptions, malfunctions and/or failures (hereinafter, “Error(s)”) in the SaaS in compliance with the Agreement and this SLA. Customer shall document and promptly report all Errors in the SaaS and shall provide sufficient information to PDI for PDI to duplicate the circumstances indicating a reported Error.
b. PDI shall provide modifications or additions to the SaaS that correct Errors or provide minor functionality enhancements (hereinafter, “Updates”) to Customer, including an electronic copy of the related Documentation (if any), at the same time it makes them generally available to other users of the SaaS. Updates to the SaaS shall be developed at PDI’s sole discretion.
c. PDI will install and configure all Updates to the SaaS during the times set forth below. PDI will provide Customer information about the Update and expected duration time for updates with reasonable prior written notice.
i. Updates to the SaaS’s Core Network of PDI’s data center are applied nightly from 10:00 PM to 5:00 AM (Central time).
ii. Updates to PDI’s Reward Marketplace are applied Sundays and Tuesdays from 10:00 PM (Saturday/Monday) to 5:00 AM (Sunday/Tuesday) (Central time). Updates to the SaaS which effect third party issuers will not be applied during certain periods established by such issuers in which such issuer does not allow any changes or updates to be implemented without issuer executive approval (“Freeze Period”). Dates for such Freeze Periods are established in such issuer’s sole discretion, for each calendar year.
Except as set forth above, maintenance windows are 10:00 PM to 5:00 AM (Central time) nightly (“Maintenance Window”). Notwithstanding the foregoing, the Maintenance Window can extend beyond 5:00 AM (Central time), but no later than 7:00 AM (Central time) four times in a calendar year with prior written notice to Customer.
d. PDI may determine that certain Updates are mandatory based on the severity of the Error the Update addresses or based on security, privacy, compliance or similar concerns. In such cases, PDI will provide Customer with information on the mandatory Update and schedule the implementation of the Update during the Maintenance Windows, unless an immediate Update is deemed necessary.
2. Support Services
a. Help Desk; After Hours. PDI shall provide support services in accordance with the Agreement and this SLA through a telephone help desk staffed by trained and qualified natural persons, supported by additional technical support personnel, and not recorded messages (“Help Desk”). Authorized Personnel shall be able (i) to report to the Help Desk problems with the SaaS and the Documentation; and (ii) to receive from the Help Desk reasonable, prompt assistance in the use of the SaaS and the Documentation in the identification, evaluation and resolution of Errors. PDI will provide Authorized Personnel a toll-free telephone number for all support calls. PDI will use commercially reasonable efforts to have a trained and qualified person answer all calls to the Help Desk by Authorized Personnel during normal operating hours within 180 seconds. PDI will provide afterhours support services via cell phone with a response time of one hour or less, 24x7x365, at no additional charge.
b. Support Hours. PDI will provide second-level technical support services to Customer during PDI’s normal operating hours (7:00 AM to 7:00 PM Central Time, Monday through Friday) through its Help Desk, excluding the following holidays: New Year’s Day – January 1, Memorial Day – Last Monday in May, Independence Day – July 4, Labor Day – First Monday in September, Thanksgiving Day – Fourth Thursday in November, and Christmas Day – December 25. PDI will provide afterhours support services to Customer from 7:00 PM Central Time to 7:00 AM Central Time, Monday through Friday and all-day Saturday and Sunday via cell phone service described in the preceding Section. PDI reserves the right to modify from time-to-time the hours of operation for second-level technical support services and will notify Customer of any such modifications at a minimum of thirty (30) days before such modifications shall take effect.
3. Error Resolution
i. Severity Levels. For purposes of this SLA, the Severity Levels are as follows:
| Severity Level | Definition |
| Level 1 | High Priority. SaaS (a) not operating at all; (b) having material functions or functionality related to discount issuance or redemption not operating or operating improperly; or (c) operating in a manner that is corrupting data. |
| Level 2 | Intermediate Priority. SaaS operating properly only with a work around but does not interfere in a material fashion with an important business function. |
| Level 3 | Low Priority. SaaS has problems with operations that do not reduce functions or functionality in a material way. |
| Level 4 | Cosmetic. SaaS change has been identified to have no negative impact on program working properly. Change can be made as needed. |
ii. Severity Level Resolution Times.
i. Level 1 = PDI shall begin work on the Level 1 problem within fifteen (15) minutes of notification during normal business hours and within thirty (30) minutes of notification during non-business hours and shall resolve such problem as expeditiously as possible*
ii. Level 2 = PDI shall begin work on the Level 2 problem within thirty (30) minutes of notification during normal business hours and within sixty (60) minutes of notification during non-business hours and shall resolve such problem as expeditiously as possible*
iii. Level 3 = Resolution to be integrated into future PDI Hosted Software Release
iv. Level 4 = Resolution to be integrated into future PDI Hosted Software Release
*All time periods start on the earlier of when PDI discovers the Error or when Customer reports the Error to PDI.
iii. Efforts. PDI will work with Customer to understand each Error and to ensure that each Error is classified in the appropriate Severity Level. PDI shall use commercially reasonable efforts to resolve all Errors in accordance with the Severity Level resolution times stated above. PDI will work 24x7x365 to resolve all Level 1 Errors. PDI will work during the normal operating hours of the Help Desk to resolve all Level 2, 3, and 4 Errors. Customer shall provide PDI with access to Customer’s personnel and equipment as necessary to correct the Errors and shall take all steps necessary to carry out procedures for the rectification of Errors within a reasonable time after such procedures have been received from PDI.
iv. Limitations. Software Maintenance and Support does not cover the operation of third-party products, nor does it cover SaaS to the extent modified by Customer or SaaS used in any manner in violation of the Agreement.
Software Maintenance and Support will not include services requested as a result of, or with respect to, the following:
i. Use of SaaS which is (i) not in accordance with the Documentation and/or the defined intent (as set forth in this Agreement); (ii) unauthorized; or (iii) which deviates from any operating procedures established by PDI in such applicable Documentation and/or defined intent;
ii. Modification, alteration or addition or attempted modification, alteration or addition of SaaS undertaken by persons other than PDI or PDI’s authorized representatives; and/or
iii. Customer’s failure to implement Updates.
If Authorized Personnel notify PDI of a problem and PDI correctly determines that the problem is due to the foregoing, at Authorized Personnel’s request in writing approving the fees therefore, PDI, at its sole discretion, may elect to perform the services. In such event, PDI shall use commercially reasonable efforts to correct the problem, and Customer shall pay PDI the then current time and materials rate for the services provided and the expense of PDI associated with performance of those services, whether or not the problem is correct.