Service Level Agreement
This Service Level Agreement sets forth the service levels that have been established for the PRGX Optix™ Subscription Services and the applicable remedies for failing to meet certain service levels. Capitalized words used but not otherwise defined herein will have the meanings set forth in the PRGX Optix™ Subscription Services Agreement (the “Subscription Services Agreement”) between you (“Client”) and the applicable PRGX entity (“PRGX”).
This Service Level Agreement shall only apply to the extent incorporated in the Subscription Services Agreement. In the event of any conflict between the provisions of this Service Level Agreement and the Subscription Services Agreement, the Subscription Services Agreement shall control to the extent of such conflict.
1. Availability of Subscription Services. PRGX is committed to the goal of making the Subscription Services available to the Client 24 hours a day, 7 days a week (or, if the Client subscription is for a period other than 24/7 access, for the times specified in the applicable Subscription Services Agreement), except for: (i) planned downtime and (ii) any unavailability caused by circumstances beyond PRGX’s reasonable control, including, but not limited to, any delay or interruption in connectivity between the PRGX System and the Client which is not under the direct control of PRGX. Accordingly, PRGX will use commercially reasonable efforts to provide the Subscription Services with average availability that is at least 99.5%. The Subscription Services will be deemed to be available when the Client is able to transmit to and receive information from the PRGX System, notwithstanding that there may be a fault or omission of valid input from the Client or its Authorized Users.
2. Calculation of Subscription Services Availability. The availability of the Subscription Services will be calculated as follows, and expressed as a percentage:
A = ((H – D – U) / (H – D))
A = % Availability
H = Number of hours in a calendar quarter
D = Planned Downtime, as defined below, in hours
U = Total time of reported unavailability of the Subscription Services, in hours, not including when the unavailability is due to causes or events beyond PRGX’s reasonable control, including, but not limited to, any delay or interruption in connectivity between the PRGX System and Client which is not under the direct control of PRGX
Unavailability of the Subscription Services will be measured from the time the unavailability is reported to the PRGX client support center, and shall end when PRGX resolves the unavailability and notifies the Client that the Subscription Services are available.
If Client subscription is for less than 24/7 access to the Subscription Services, variables “H”, “D” and “U” shall be determined for the time periods for which the Client may access the Subscription Services under the applicable Subscription Services Agreement.
3. Planned Downtime. “Planned Downtime” occurs when the Client cannot access the Subscription Services because of scheduled maintenance by PRGX or PRGX‘s service providers. PRGX will make commercially reasonable efforts to schedule Planned Downtime at a time and manner reasonably anticipated to minimize disruptions to all of PRGX’s clients. It is expected that Planned Downtime will include scheduled maintenance and application upgrades. PRGX will use commercially reasonable efforts to provide twenty-four hours’ prior notice for Planned Downtime not to exceed one (1) hour.
For Planned Downtime scheduled to last one hour or more, PRGX will use commercially reasonable effort to provide at least forty-eight hours’ prior notice. Notice provided under this Section will be by email.
4. Remedy for Failure to Maintain Service Levels. If PRGX fails to maintain the service levels set forth in Section 1 and as calculated in Section 2, if requested by Client no later than 10 days after the end of a calendar quarter (i.e., March 31, June 30, September 30 or December 31), PRGX shall issue to Client a fee credit in respect of such quarter proportionate to the percentage of time for which the Subscription Services were unavailable as calculated in Section 2, provided that the amount of such credit shall not exceed five percent (5%) of the fee for the quarter (prorated for a partial quarter) in which PRGX did not maintain 99.5% availability. The credit may be used to offset the fee, if any, for the first full billing period immediately following the calendar quarter in which the relevant unavailability took place. Any credits provided pursuant to this document will constitute PRGX’s sole liability, and except as set forth in the following paragraph Client’s sole and exclusive remedy, for any failure to achieve availability of the Subscription Services of 99.5%.
If PRGX fails to maintain 99.5% availability for two consecutive quarters, then Client may, by written notice to PRGX no later than ten (10) days after the end of such two-quarter period, terminate the Subscription Services Agreement and receive a refund for any Services otherwise to be provided by PRGX after the date of termination for which Client had prepaid.
5. Support. Support is designed to meet our customers’ most common support needs in a timely fashion via phone and email. PRGX’s support center is staffed 24 hours per day, 7 days per week. Clients are encouraged to use email whenever possible in order to minimize phone queue wait times. Client may contact PRGX’s support center by telephone at the numbers provided at this link and by email at optixsupport@PRGX.com. Support issues reported by Client will be assigned a severity level as follows:
Severity 1: Failure of network or system where the Subscription Services are unavailable to the Client.
Severity 2: Critical problem causing loss of service or loss of core functionality of the Subscription Services.
Severity 3: Minor degradation in the functionality of the Subscription Services that does not affect core functionality of the Subscription Services.
PRGX will use commercially reasonable efforts to meet or exceed the following response and status update times for each severity level:
Severity 1: Response within 4 hours, status updates every 12 hours until resolved.
Severity 2: Response within 12 hours, status updates every 1 days until resolved.
Severity 3: Response within 24 hours, status updates every 2 days until resolved.