Vizient Rebate Manager SLA

1.1 Definitions:

“Core e-bate® Functionality” means the functionality provided to the Vizient Customer in the Service version the Vizient Customer has agreed to purchase from Vizient, as specified in the Customer Agreement;

“New Functionality” means new functionality that is introduced to the Service’s Core e-Bate Functionality by an upgrade or modification.

“Service Credits” means credit in lieu of reimbursement that can be redeemed by the Vizient Customer in accordance with Section 8 below.

“Vizient Rebate Product” means the Vizient Rebate Manager as determined by and described in the Customer Agreement executed by the Vizient Customer and Vizient.

1.2 References in this Service Level Agreement to “Section” or “Sections” are to the section or sections of this Service Level Agreement, unless otherwise stated.

1.3 Capitalized terms not defined by this SLA shall have the meaning assigned to each by the Customer Agreement and the exhibits attached thereto.

2.1 Vizient shall procure that e-Bate make available, Monday to Friday 09:00 – 18:00 EST, a telephone and email help center (“Help Center”) for the purposes of:

(a) assisting the Vizient Customer with the configuration of the Vizient Rebate Product(s) and the Service therein;

(b) assisting the Vizient Customer with the proper use of the Vizient Rebate Product(s) and Service therein; and/or

(c) determining the causes of errors and fixing errors in the Vizient Rebate Product(s) and Service therein.

2.2 The Vizient Customer shall submit all requests for support services through the Help Center, and all such requests must include at least the following information: Vizient Customer’s name, Authorized User, email address, telephone number and problem description.

2.3 The Vizient Customer acknowledges that, to properly assess and resolve support requests, it may be necessary for Vizient or e-Bate to directly access the Vizient Customers site, the Vizient Customer’s system, and/or the Vizient Customer’s files, equipment and personnel. Vizient and e-Bate shall obtain written authorization (which includes e-mail) from the Vizient Customer prior to accessing such Vizient Customer site, system, files, equipment, and personnel. Vizient and e-Bate shall comply with all of the Vizient Customer’s security requirements and other policies and procedures relating to contractors entering and working on the Vizient Customer site notified to e-Bate or Vizient. E-Bate and Vizient shall only access the Vizient Customer’s site, system, files, equipment, and/or personnel as is minimally necessary to resolve the Vizient Customer’s support request.

3.1      Vizient shall procure that E-Bate shall:

(a)      use all reasonable endeavours to ensure all requests for support services made through the Help Center are responded to; and

(b)      use all reasonable endeavours to ensure all issues and errors raised by the Vizient Customer and/or which Vizient directly identifies are resolved promptly and in accordance with the following response time matrix:

3.2      e-Bate and Vizient shall cooperate to review the request for support services, in consultation with the Vizient Customer, and jointly determine, acting reasonably, into which severity category an issue raised through the support services falls and shall prioritise all support requests based on such assessment.

3.3      Subject to Section 2.3 above, all support services shall be provided remotely unless expressly agreed otherwise by Vizient and the Vizient Customer.

4.1      Vizient shall have no obligation under this Agreement to provide or procure support services in respect of any fault or error caused by:

(a)      use of the Service and/or Vizient Rebate Product for purposes other than those expressly authorized by the Agreement; or

(b)      the use of the Service otherwise than as expressly authorized by the Agreement.

4.2      Vizient may reasonably determine, following consultation with e-Bate, that certain services are outside of the scope of the support services provided for in this SLA. If Vizient determines, upon e-bates advice, that certain services are outside of the scope of the support services provided for by this SLA, Vizient shall promptly provide written notice to the Vizient Customer of such determination. For the avoidance of doubt, it shall not be reasonable for Vizient to determine that a defect to the Vizient Rebate Product(s) and/or Service is outside the scope of the support services.

5.1      The Vizient Customer acknowledges that from time to time during the Term, Vizient or e-Bate may apply upgrades to the Vizient Rebate Product and/or Service, and that such upgrades may, subject to Section 5.2 of the SLA and Section 5 of the Terms of Service, result in changing the appearance and/or functionality of the Service and Vizient Rebate Product.

5.2      No upgrade shall disable, delete or significantly impair Core e-Bate® Functionality or the Vizient Rebate Product’s core functionality.

5.3      Vizient shall ensure that e-Bate provide the Vizient Customer at least fourteen (14) days’ prior written notice of the application of any significant upgrade to the Service.  Such notice shall include details of the specific changes to the functionality of the Service resulting from the application of the upgrade.

5.4      The Vizient Customer shall not be subject to any additional charges, fees, or amounts owed arising out of the application of any upgrade.

6.1      Vizient shall procure that e-Bate:

(a)       make back-ups of the Vizient Customer Data stored on the Service or generated by the Vizient Customer in the course of utilizing the Service, a full backup will be made every night and transactional log backups at least every fifteen (15) mins for production databases.

Vizient Customer Data and backups of Vizient Customer Data shall be stored encrypted using AWS S3 for the following retention periods:

• At least 30 days on Standard (instant) access storage
• 30-90 days on Standard-IA
• 90-356 days on Glacier

6.2      In the event of the loss of or corruption of Vizient Customer Data stored on the Service, Vizient shall ensure all reasonable endeavours are used by e-Bate to promptly restore the Vizient Customer Data from the most recent available back-up copy.

7.1     The Provider may suspend access to the Platform in order to carry out scheduled maintenance, such maintenance to be carried out outside Monday to Friday 09:00 – 18:00 and such suspension to be for not more than 8 hours.

7.2     The Provider must give to the Customer at least 14 days’ written notice of schedule maintenance, including full details of the expected Platform downtime.

7.3     Platform downtime during scheduled maintenance carried out by the Provider in accordance with this Paragraph 7 shall not be counted as downtime for the purposes of Paragraph 9.

8.1      In the event of a critical issue or vulnerability being discovered in the Service, e-Bate may suspend access to the Service and Vizient Rebate Product(s) in order to carry out emergency maintenance. Where possible, Vizient shall ensure that e-Bate endeavour to carry out such maintenance outside the hours of Monday to Friday 09:00 – 18:00 (EST).

8.2      Vizient shall ensure that e-Bate take reasonable steps to provide at least twenty-four (24) hours written notice of emergency maintenance. The notice shall include full details and the reason(s) for the unscheduled emergency maintenance and why it could not be carried out as scheduled maintenance.

8.3      Service downtime during scheduled maintenance carried out by e-Bate in accordance with this Section 8 shall not be counted as downtime for the purposes of Section 9.