Support & Maintenance Policy
By using the Waterfall Mobile, Inc. ("Waterfall") Msgme platform you ("Client") acknowledge that such services and deliverables are made available subject to Waterfall Support and Maintenance Policy ("Support Policy") and Terms & Conditions. This Support Policy may only be superseded by specific terms in a Services Agreement that may be executed with a Client.
1. DEFINITIONS. For purposes of this Service Level Agreement, each word or phrase listed below has the meaning designated. Other words or phrases may be defined in the context in which they are used, and shall have the respective meanings there designated.
1.1. "Client Service" means any communication with a designated representative of the Client for the purposes of setting up, testing, analyzing, or troubleshooting campaigns on the platform.
1.2. "End User Service" means communications and/or issue resolution with End Users who may interact with a campaign via mobile or web. This may include, but is not limited to, customers having difficulty joining subscription services, participating in a poll, downloading content, etc.
1.3. "Waterfall's Mobile Content Services" means the collective features and functionality made available to Client by Waterfall Mobile allowing interactions between Client and End Users for the purposes of engagement, marketing, or commerce via web and mobile channels.
1.4. "File" means a specific digital file that is available for sale as an individual item to an End User and that is a component of the Client Content, including without limitation master audio ringtones, master audio ringback tones, voice ringtones, voice ringback tones, graphics (including wallpaper and screen savers), games, video clips, video ringtones, video ringback tones, audio segments and video segments.
1.5. "API" means Application Programming Interface and in this context refer to technical services made available by Waterfall Mobile to Client for the purposes of the fulfilling Waterfall Mobile Content Services in a programmatic fashion in lieu of using administrative website manually.
1.6. "Widget" means a web site interface that Client may, at its choice, place on any web site that Client controls that permits End Users to order such Files or Subscriptions through the Waterfall Content Service as Client may choose to offer on such Widget.
1.7. "Priority One Defect" means a Defect that, in the reasonable judgment of Client, renders Msgme inoperable or is causing a serious adverse impact to Client's business operations.
1.8. "Priority Two Defect" means a Defect that materially impairs Msgme's performance of one or more facilities or functions detailed in the Specification, with the consequence that Client's business can be performed but in a restricted or inefficient manner.
1.9. "Priority Three Defect" means a Defect that does not significantly effect Client's current day-to-day business operations; but the performance or efficiency of Client's business operations might improve if such Defect were to be corrected.
1.10. "Technical Support" means any communication with a designated representative of the Client for the purposes of troubleshooting Defects.
1.11. "Update" means and includes the modifications or revisions made to the Msgme platform (i) to improve upon or repair existing features and operations within Msgme, (ii) to ensure compatibility with new releases of existing systems (including hardware, operating systems and middleware) and external services through standardized interfaces, or (iii) to comply with applicable laws, regulations, industry standards or market practice, when such modifications or revisions are required.
2. SUPPORT AND MAINTENANCE OBLIGATIONS.
2.1. End User Service. Waterfall will provide support for Clients' mobile messaging and content campaigns and End User inquiries. Waterfall will provide help via a hosted website as first line support and live customer service representatives as second line support. All customer service representatives will speak fluent English and meet or exceed call center industry standards regarding quality of service.
2.2. File Delivery. Client acknowledges that first line technical support for End Users shall be the responsibility of the Authorized Distributors regarding binary content delivery; however, Waterfall shall cooperate with and reasonably assist Authorized Distributors in connection with any such End User inquiries or technical problems relating to delivering the Waterfall Mobile Content Services. Waterfall shall manage second line technical support on a prompt and efficient 24x7 basis for any and all End User inquiries pertaining to Waterfall's Mobile Content Services. Waterfall shall provide the Waterfall Mobile Content Services on the Waterfall Servers and shall be responsible for making the Products available to compatible End Users' Mobile Devices through Authorized Distributors. Waterfall shall be solely responsible for developing, licensing, and providing all software and other materials necessary to support and operate the Waterfall Mobile Content Services. Notwithstanding anything to the contrary in this Section, Client acknowledges that Waterfall is subject to the policies, technologies, delivery requirements, and availability of handsets of its Authorized Distributors and nothing herein guarantees that certain Client Content will be delivered through an Authorized Distributor or will be compatible with a certain Mobile Device.
2.3. Hosting. Waterfall shall host the Waterfall Mobile Content Services in an environmentally controlled facility that is physically secure, implements industry standard network security, and provides for 24x7x365 monitoring against network intrusions. Waterfall shall make commercially reasonable efforts to make the Waterfall Mobile Content Services available to Client and End Users 99% of the time (tested per day), twenty four hours a day, seven days per week, three hundred sixty five days per year, except for certain scheduled service and maintenance or in the event of emergency or events of force majeure. Waterfall shall make reasonable efforts to perform service and maintenance to the Waterfall Mobile Content Services outside peak usage hours. Waterfall shall:
2.3.1. Maintain sufficient bandwidth to enable Clients and End Users to interact with services in a commercially reasonable timeframe. However, Waterfall makes no direct obligation to client for carrier or aggregator delays outside of Waterfall's control.
2.3.2. Maintain sufficient data storage for the data generated by the End Users and the storage of the Client data such that all data is backed up in a commercially reasonable manner.
2.3.3. Maintain an e-mail subscription such that Clients, upon request, may be given 24 hours notice of schedule maintenance.
2.4. Data Security. Waterfall shall undertake and perform commercially reasonable efforts to ensure the security, confidentiality and integrity of all content delivered to Waterfall by Client or any End User through the use of commercially reasonable efforts regarding (i) firewall protection, (ii) maintenance of archival and backup copies at multiple locations, and (iii) protection from any network attacks and other malicious harmful or disabling data, work code, or programs. Waterfall shall immediately notify Client in the event of any breach of security, confidentiality or integrity of the Waterfall Mobile Content Services. All services by Waterfall shall be performed in compliance with all applicable laws, rules and regulations of national, state, or local governments. Waterfall shall promptly answer any reasonable inquiries of Client regarding Waterfall's compliance with the foregoing. Waterfall shall immediately correct all errors, defects or omissions in the Waterfall Mobile Content Services.
2.5. Widgets and APIs. Widgets and/or APIs may be made available to Client for use marketing and administrative use of the Waterfall Mobile Content Services. Waterfall shall not be responsible for any modifications to the source code of the widgets or uses of the APIs not expressly agreed to in writing prior to such modifications. Waterfall will train and assist in deployment of these tools but cannot be help responsible for quality of service or components or code not deployed on Waterfall Servers or modifications that are done by Client.
2.6. Technical Support. Waterfall will provide Client's authorized users with remote technical assistance and consultation relating to the general use and operation of Msgme through Waterfall's Client Services and Operations on a twenty-four hours, seven days per week basis.
2.7. Problem Resolution. Waterfall will provide problem resolution for Defects in accordance with the service priorities and effort standards provided in Section 3 below.
2.8. Notification of Known Defects. Waterfall will notify Client concerning all known Defects in Msgme, as such Defects become known or are reported to Waterfall. Waterfall will promptly correct any such Defects, or develop a work-around, patch or other fix, and furnish Client with such correction, work-around, patch or other fix as soon as practicable.
2.9. Remote Access. At Client's request, Waterfall will provide remote technical assistance and consultation for (i) general help in the use of Msgme during Client's normal business hours, and (ii) reporting of Priority One or Priority Two Defects, 24 hours per day, seven days per week.
2.10. Updates and Enhancements. Waterfall will make available to Client (at no additional cost) all Updates and Enhancements for Msgme, along with materials describing the purpose and function of the Updates. Waterfall will ensure that Updates containing new features or enhancements to existing features are synchronized with the previous version. Such Updates shall not degrade the performance, functioning or operation of Msgme.
2.11. Technological Improvements. Waterfall will develop and make available to Client through Updates, all modifications and revisions required to enable Msgme to operate in compliance with any applicable law.
2.12. Documentation. Waterfall will provide modified Documentation to correspond to changes made to Msgme via support materials available at www.msgme.com, within thirty (30) days of such changes.
2.13. Maintenance Log and Reports. Waterfall will maintain a maintenance log setting forth, in reasonable detail, all remedial maintenance and all other services performed on Msgme; and Waterfall will make such log available to Client, upon request. In addition, Waterfall will provide Client with a written report, upon request, summarizing for the reporting period: (i) all Maintenance Service provide by Waterfall, (ii) all other services provided by Waterfall, (iii) the actual on-site response time of Waterfall's Personnel to each Client request for Maintenance Service, (iv) the duration of each Defect, (v) the time expended on-site by Waterfall until Msgme was restored to proper operating condition, (vi) the "root cause" of each Defect corrected by Waterfall, and (vii) corrective actions taken by Waterfall to prevent the reoccurrence of a Defect.
3. PRIORITY RESPONSE FOR MSGME DEFECTS. Each reported Defect will be classified by Client as a Priority One, Priority Two or Priority Three. Waterfall will respond to Client's request for support in a manner appropriate for the Priority of Defect specified by Client as follows.
3.1. Priority One Defect. Waterfall will initiate diagnostic and remedial measures within one (1) hour of Client's telephonic, electronic or other notification of a Priority One Defect. Once Waterfall has commenced corrective measures, Waterfall will work continuously and diligently until the Defect has been remedied. If Waterfall can not satisfactorily correct a Priority One Defect through telephone, electronic or other remote means within two (2) hours after Client's initial notification, then Waterfall will apply dedicated efforts and resources (at no additional cost to Client) until the Defect is corrected. If Waterfall cannot satisfactorily correct a Priority One Defect within twenty-four (24) hours after Client's initial notification, then Waterfall will apply dedicated efforts and resources (at no additional cost to Client) until the Defect is corrected. Waterfall will periodically advise Client concerning Waterfall's progress, but not less than once each 4 hour period via preferred communication method: email or telephone.
3.2. Priority Two Defect. Waterfall will initiate diagnostic and remedial measures within four (4) hours of Client's telephonic, electronic or other notification of a Priority Two Defect. Once Waterfall has commenced corrective measures, Waterfall will complete all such corrections as soon as reasonably practicable. If Waterfall cannot satisfactorily correct a Priority Two Defect through telephone, electronic or other remote means within twenty-four (24) hours after Client's initial notification, then Waterfall will apply dedicated efforts and resources (at no additional cost to Client) until the Defect is corrected. Waterfall will periodically advise Client concerning Waterfall's progress, but not less once each 24 hour period via preferred communication method: e-mail or telephone.
3.3. Priority Three Defect. For Priority Three Defects, Waterfall will endeavor to correct the Defect and furnish and furnish a remedy no later than the next Update.