For purposes of these Service Level Agreement Terms, the term “Products” only includes the following:

• Maxsight delivered via the SaaS Hosting

All capitalized terms not defined herein shall have the meanings set forth in the Order Form.

 

1.      Availability.  Moody’s will use reasonable efforts to make the Products available to Client no less than 99.5% of the total number of minutes in a given calendar month during the term of Client’s subscription to the Products pursuant to this Order Form.  For each month, such availability of the Products will be calculated as follows:

(Total # of minutes in calendar month) - (Total # of minutes of Excused Downtime in calendar month) - (Total # of minutes of Outage in calendar month)  

Divided by

Total # of minutes in calendar month - Total # of minutes of Excused Downtime in calendar month)

Multiplied by 100. 

The term “Outage” means any period during which a Severity 1 Incident (defined below) is in effect and excludes all periods of Excused Downtime.   

For each month, “Excused Downtime” means: (i) reasonable time as is deemed necessary by Moody’s for system maintenance activities, including Scheduled Maintenance and unscheduled maintenance; (ii) the duration of any outage or failure attributable to Client’s own computer equipment or devices, or failure of any software, hardware or service not supplied by Moody’s pursuant to the MSSTC and this Order Form, including, without limitation, issues related to network connectivity, internet connectivity or network performance issues at any Client location; (iii) the duration of any outage or failure attributable to acts or omissions of Client, or its service providers or agents; (iv)  any period during which any of the Products is suspended pursuant to the MSSTC and/or this Order Form; and (v) the duration of any outage or failure attributable to factors beyond Moody’s reasonable control, including, without limitation, force majeure events, interruption or failure of telecommunication or digital transmission links, delays or failures due to internet problems, hostile network attacks or network congestion.
 

2.      Maintenance.

(a)    Scheduled Maintenance Windows.  Moody’s will have the right, for a maximum of three (3) hours per occasion, and without incurring any liability to Client and its Authorized Users, to render any of the Products inaccessible to Clients and its Authorized Users in order to provide scheduled maintenance, repairs, upgrades or other services in respect of any of the Products, as deemed necessary by Moody’s in its sole discretion (“Scheduled Maintenance”).  Where reasonably possible, Scheduled Maintenance in respect of the SaaS Hosting or Maxsight will occur during the hours listed on status.maxsight.com or in the Documentation for Maxsight (each, a “Scheduled Maintenance Window”).  Moody’s may change the time for Scheduled Maintenance Windows or schedule maintenance to occur outside of Scheduled Maintenance Windows and will, where reasonably possible, provide Client with advance written notice of such changes.

(b)    Unscheduled Maintenance.  Moody’s will also have the right, without incurring any liability to Client and its Authorized Users, at any time, to render any of the Products inaccessible to Client and its Authorized Users in order to provide any maintenance, repairs, upgrades or other services in respect of any of the Products. Such unscheduled maintenance will be deemed Scheduled Maintenance, provided, that, Moody’s uses reasonable efforts under the circumstances to provide Client with notice by e-mail, phone or on status.maxsight.com, with respect to the SaaS Hosting and Maxsight.

(c)    Notification of Outage.  Client will notify Moody’s of Outages immediately using the contact details provided by Moody’s.
 

3.      Support.  Moody’s will use reasonable efforts to provide the support services for the Products set forth in this Section 3 to Client during the term of Client’s subscription to the Products pursuant to the Order Form.

(a)    Help desk hotline support services for Incidents (as defined below) will be available to designated Client representatives during the Help Desk Hours (as defined below). Client shall designate in writing to Moody’s up to ten (10) appropriate and knowledgeable persons to serve as Client’s liaisons with Moody’s and through whom all contacts and questions under this Schedule shall be presented to Moody’s.  Client’s liaison persons may be changed by Client by providing written notice to Moody’s. Help desk support services for the Products will be available to Client via webform at support.maxsight.com or www.moodys.com/web/en/us/kyc/about/help.html.   

(b)    Support services do not include training services, consulting services, customization services, or other assistance in resolving issues or incidents with Client’s software,  operating systems, Non-Moody’s products, infrastructure or telecommunications.

(c)    The term “Help Desk Hours” means in respect of any of the Products, the hours listed on Moody’s Client Support website designated by Moody’s or in the Documentation provided by Moody’s, excluding weekends, statutory/public holidays and Moody’s holidays.
 

4.      Incident Severity Level/Resolution; Severity Level Definitions.

(a)    Moody’s will categorize all Incidents experienced by Client according to the classifications below (each, a “Severity Level”).

(b)    Failures in the SaaS Hosting will be categorized based on the following classifications (each, an “Incident”):

(i)           “Severity 1 Incident” - Critical Business Impact – This classification applies when an Incident causes complete loss of service on the Client’s production instance of the Products and work cannot reasonably continue. The Incident may have one or more of the following characteristics: (i) a large number of Authorized Users cannot access Client’s production instance of the  Products; (ii) critical functionality of the SaaS Hosting is not available; (iii) the SaaS Hosting cannot continue to be used because a vital feature is inoperable; (iv) connectivity with the SaaS Hosting has been lost; or (v) all user sessions are terminated due to a malfunction of the SaaS Hosting.

(ii)         “Severity 2 Incident” - Major Business Impact – This classification applies when access to the SaaS Hosting can proceed but, due to an Incident, performance is significantly reduced or access to the Products is severely limited. A workaround is available, however, the SaaS Hosting and access to the Products continues in a restricted fashion. The Incident may have one or more of the following characteristics: (i) severely degraded performance of the SaaS Hosting; or (ii) some important functionality of the SaaS Hosting is unavailable, yet the SaaS Hosting can continue to operate in a restricted fashion.

(iii)        “Severity 3 Incident” - Minimal Business Impact – This classification applies when an Incident causes minimal loss of service by the SaaS Hosting. The impact of the Incident is minor or an inconvenience, such as an issue requiring a manual bypass to restore product access. The Incident may have one or more of the following characteristics: (i) minimal performance degradation of the Products; or (ii) requirement for manual editing of configuration or script files to restore product access.

(c)    Resolution Process.  Client will include with each support request (i) Client’s initial assessment of the Severity Level of the Incident (in accordance with the classifications in Section 4(b) above); (ii) sufficient information to enable Moody’s to identify the Incident; and (iii) contact information for the Client personnel familiar with the Incident who will be available to Moody’s to assist with resolution of the Incident.  Based on the Severity Level of the Incident, Moody’s will use reasonable efforts to commence efforts to resolve the Incident and to resolve the Incident within the applicable target timeframes in the matrix below.  The resolution time frames indicated in the matrix below do not include any time required to seek clarification or further information from Client in addressing the Incident.