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ALTR Solutions, Inc. Service Level Agreement

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This Service Level Agreement further describes ALTR Support Services, as referenced in the Terms of Service and any Commercial Terms Form executed there under by ALTR Solutions, Inc. and the Customer listed on such Commercial Terms Form.  Terms not otherwise defined in this Service Level Agreement are set forth in either the Terms of Service or the applicable Commercial Terms Form.

Subject to continued payment of applicable fees by Customer, ALTR will use commercially reasonable efforts to provide the ALTR Support Services set forth herein below for the ALTR Client-Side Software and ALTR Cloud Services (collectively, the “Supported Products”) licensed by ALTR to Customer under a Commercial Terms Form.  ALTR may suspend ALTR Support Services if Customer fails to make any payment of undisputed amounts required under the Terms of Service or any Commercial Terms Form thereunder.


1.1.         The following is a summary list of standard ALTRSupport Services features:

(a)           Designated user contacts

(b)           24 x 7 response on Severity 1 issues

(c)           Telephone and e-mail support access

(d)           No additional license fees for SoftwareUpdates

(e)           Notification via e-mail of release and technical notes

(f)            Installation of Software Updates

1.2. Definitions

(a)           “Error” means a failure in the Supported Products to materially conform to the specifications described in the applicable product documentation (“Documentation”).

(b)           “Maintenance Release” or “Update” means a generally available release of the Supported Products that typically provides maintenance corrections only or high severity bug fixes, designated by means of a change in the digit to the right of the second decimal point (e.g. version5.0 >> version 5.0.1), or for certain Supported Products by a change int he digit of the Update number (e.g., version 5.0 Update 1).

(c)           “Minor Release” means a generally available release of the Supported Products that: (i) introduces a limited number of new features, functionality, and minor enhancements; (ii)fixes for high severity and high priority bugs identified in the current release; and (iii) is designated by a change in the digit to the right of the decimal point (e.g., version 5.0 >> version 5.1).

(d)           “Major Release” also known as an “Upgrade” means a generally available release of the Supported Products that:(i) contains functional enhancements and extensions; (ii) fixes for high severity and high priority bugs; and (iii) is designated by ALTR by a change int he digit to the left of the first decimal point (e.g., version 5.0 >> version6.0).

(e)           “Software Updates” means, collectively, any Maintenance Release, Minor Release, or Major Release to the SupportedProducts.

1.3.         Modifications.ALTR may modify this Service Level Agreement from time to time, except that in no event may ALTR make any modifications to this Service Level Agreement that would materially reduce the level or scope of ALTR Support Services that ALTR provides to Customer hereunder during the then-current Term for which Customer has paid Maintenance Fees.

1.4.         Term of ALTR Support Services. Beginning on the effective date of the applicable Commercial TermsForm  or such other date as specified in the applicable Commercial Terms Form, ALTR will provide ALTR Support Services to Customer, subject to Customer paying the annual Subscription Fees andMaintenance Fees set forth in the applicable Commercial Terms Form.

1.5.         SystemChanges.  ALTR will update the SupportedProducts, if and as required, to cause it to operate under new versions or releases of the operating system specified for the Supported Products on the applicable Commercial  Terms Form.  

2. Contacting ALTR

2.1.         To contact the ALTR Customer Support Center:

(a)           Via telephone, call: 888-757-2587

(b)           Via e-mail send to:

(c)           After hours support for Severity Level 1(Critical) incidents may be obtained by leaving a voicemail in the emergency mailbox (reached at the toll-free number) during off hours. After hours emergency support requests must be submitted via phone in order to receive prompt attention.

2.2.         Regular service hours for the ALTR CustomerSupport Center are: 9:00 AM to 5:00 PM Eastern Time Monday through Friday(excluding ALTR holidays).  After hours support procedures must be used during ALTR holidays: New Year’s Day, MemorialDay, Independence Day, Labor Day, Thanksgiving Day, the day after ThanksgivingDay, Christmas Day and two additional Christmas and New Year holidays which vary from year to year.

2.3.         Authorized contact persons may be appointed by Customer.  These individuals may be changed upon reasonable written notice to ALTR.

2.4.         ALTR Support Services requests are directly routed to and prioritized by ALTR engineers using a set of predefined severity levels (as shown in the table set forth in Schedule 1 to this Service LevelAgreement) that are assigned according to the impact on Customer’s business.  

3. Customer Responsibilities

3.1.         Customer’s technical contact must cooperate with ALTR to enable ALTR to deliver the Supported Products and associated ALTR Support Services.

3.2.         Customer must have dedicated resources available to cooperate with ALTR during Software Updates.

3.3.         If Customer identifies an error in the execution of the Supported Products, Customer must first troubleshoot the issue to determine if it may be the result of Unsupported Code (as defined in theTerms of Service), other software or hardware under Customer’s control, or other variables outside the control and domain of ALTR.

3.4.         Before contacting ALTR for ALTR SupportServices, Customer must protect and back up the data and information stored on the systems on which the Supported Products are used, and must confirm that the data and information is protected and backed up in accordance with any applicable Customer or regulatory requirements. ALTR is not responsible for lost data or information in the event of Errors or other malfunction of the SupportedProducts or the systems on which the Supported Products are used.

3.5.         If Customer determines that an Error is the result of the Supported Products, Customer should contact ALTR and supply complete information on the Error by e-mail and telephone (with sufficient description in order for ALTR to categorize the Error according to the serverity levels set forth in Schedule 1) and must document all Errors via e-mail with supporting attachments (e.g. error logs).  This information should include details on what Supported Product is at issue, copies of Error messages and logs, system data, and other data that will assist ALTR’s identification of the Error and underlying problem.  Customer resources may be required to work with ALTR in the investigation of the Error, including providing data from the Supported Products database, logs, checking systems, inputting code changes, and testing as reasonably requested by ALTR.

3.6.         If ALTR and Customer are unable to verify any Errors on Supported Products installed at ALTR, or at Customer’s site via remote connectivity (e.g. VPN access), then ALTR will use commercially reasonable efforts to diagnose Errors at Customer’s site; provided, however, that if the Supported Products are not the root cause of the Error, thenCustomer will pay ALTR’s then-current published time and materials rates for AdditionalServices (as such rates are set forth in a Commercial Terms Form, or if not set forth in such Commercial Terms Form, at the then-current rates provided by ALTR),plus travel expenses, for ALTR’s efforts in diagnosing such Error.  Further, if ALTR determines that it is necessary to perform Additional Services for a Error caused by Customer, thenALTR will notify Customer thereof as soon as ALTR is aware of such necessity and, upon Customer’s written request, ALTR will have the right to perform such AdditionalServices and invoice Customer at ALTR’s then-current published time and materials rates for Additional Services, plus travel expenses.

3.7.         ALTR may upon at least ten (10) business days’ notice, gain access to the Customer's premises or Customer’s SupportedProducts installation site for the limited purpose of conducting an inspection, at ALTR’s expense (unless non-compliance is discovered by ALTR, in which case such audit shall be solely at Customer’s expense), to determine and verify whether Customer is in compliance with the terms and conditions of theAgreement.  Customer will grant ALTR access and cooperate with ALTR’s inspection at ALTR’s reasonable request.  The inspection will be conducted in a manner not intended to disrupt unreasonably Customer's normal business operations.

4. Exclusions

4.1.         ALTR has no obligation to provide ALTRSupport Services for any of the following:

(a)           Unsupported Code (as defined in the Terms ofService);

(b)           Third party software or any hardware products;

(c)           Customer’s failure to properly maintainCustomer’s location and equipment on which the Supported Products are installedor accessed in accordance with the third party manufacturer’s requirements;

(d)           Alterations to Customer’s location or equipment made by Customer or a third party after ALTR’s completion of AdditionalServices pursuant to a Commercial Terms Form (or associated SOW);

(e)           Correcting any reported Errors not verified by ALTR;

(f)            Errors caused by:

(i)            Changes to the operating system or environment which adversely affect the Supported Products;

(ii)           Any alterations, addi­tions or damage to the SupportedProducts made or caused by parties other than ALTR;

(iii)         Use of the Supported Products in a manner for which it was not designed or licensed;

(iv)         Inter­con­nec­­tion of the Supported Products with other software products not designated by ALTR;

(v)           Use of the Supported Products on an unsupported platform or unauthorized servers;

(vi)         Customer’s negligence, hardware malfunction or other causes beyond the reasonable control of ALTR; or

(vii)        Customer’s failure to reasonably cooperate with anyALTR audit to verify Customer’s eligibility for ALTR Support Services.  

4.2.         Unless expressly set forth to the contrary in a Commercial Terms Form, ALTR has no obligation to ensure that SoftwareUpdates operate correctly with any Supported Products extensions, interfaces or enhancements or any solution developed specifically for Customer either byCustomer or any other party (except ALTR).

4.3.         Support of “beta” or other non-production releases of Supported Products or other ALTR Software will be pursuant to a separate beta support agreement.


5.1.         ALTR shall use commercially reasonable efforts to achieve 99.5% availability of Supported Products in North America(the “Availability”). The Availability excludes: (i) any maintenance or updates to the Supported Products scheduled by ALTR; (ii) any emergency updates or maintenance to the Supported Products (whether or not scheduled by ALTR);(ii) any time Customer requests that the Supported Products be taken down for updates or maintenance; and (iii) unplanned outages related to services (such as Internet services) outside of ALTR’s control.  

5.2.         The Availability requirement applies only to public production servers (i.e., web-servers, application servers, and database servers) of ALTR and does not apply to any servers operated by third parties related to Third Party Software (as defined in the Terms of Service), or private production servers of Customer.  Note that ALTR does not and cannot control the flow of data to or from ALTR’s network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer’s connections to the Internet (or portions thereof).  Although ALTR will use reasonable efforts tot ake actions it deems appropriate to remedy and avoid such events, ALTR cannot guarantee that such events will not occur. Accordingly, ALTR disclaims any and all responsibility for, liability resulting from or related to, such events

6. Severity Levels and Prioritization of Issues

6.1.         ALTR will collaborate with Customer to set priorities primarily based on Customer’s business needs and secondarily onALTR’s business judgment on the level of any service disruption.

6.2.         See the attached Schedule 1 for a detailed definition of severity levels for Errors (the “Severity Levels”).



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