Epicr Cmmerce Cnnect (ECC) Services Specificatin This Epicr Cmmerce Cnnect Services Specificatin ( Specificatin ) utlines the services and services levels assciated with Epicr s delivery f its Epicr Cmmerce Cnnect (ECC) Service ( Slutin ). Epicr s delivery f the Slutin is a Subscriptin Service subject t the terms and cnditins set frth in a Master Custmer Agreement r Subscriptin Services Addendum ( Master Agreement ) between Epicr Sftware Crpratin, r an affiliate theref ( Epicr ), and Custmer. Capitalized terms including withut limitatin Custmer Data have the meanings given t them in the Master Agreement. Fr purpses f this Services Specificatin: Service Infrastructure means the hardware, perating system, database sftware (e.g., LAMP stack) and cnnectivity available at Epicr s data center used t hst the Slutin; and System means the Slutin and the Service Infrastructure. Slutin Epicr delivers the Slutin n a clud-basis. The Slutin generally cnsists f: ECC Integratin between ECC and the apprved Epicr ERP prduct Apprved versin f Magent Cmmunity System-related services and supprt described herein Standard applicatin Supprt fr the Slutin (available 7AM t 7PM Central Time, Mnday thrugh Friday) 1 See the applicable Order fr mre details. Pricing Custmer s initial mnthly subscriptin fee fr the Slutin is derived frm the pricing tier applicable t Custmer s annual cnslidated grss incme fr the then mst recently cmpleted fiscal year. Except as set frth in an Order r as therwise agreed, mnthly Slutin subscriptin fees are inviced annually in advance, subject t adjustment as described belw. On r abut each anniversary during the Subscriptin Services Term the mnthly subscriptin fee will be reevaluated based n the pricing tiers determined by (i) the amunt f Custmer s cnslidated grss revenue fr the then mst recent cmpleted fiscal year 2 and (ii) the amunt f nline grss revenue prcessed thrugh the Slutin fr the 1-year perid then ended. 3 Any pricing adjustments resulting frm changes in the applicable pricing tiers will be applied frm the applicable anniversary date. 1 24x7 Supprt fr the Slutin is available fr an additinal fee 2 Custmer must reprt a gd faith estimate if it has then nt finalized annual cnslidated grss revenue. Custmer must prmptly reprt the finalized annual cnslidate grss revenue amunt t Epicr nce available 3 Custmer acknwledges that Epicr may access the Slutin database t generate a reprt f Custmer s nline grss revenue fr such annual perid Versin 2016-08
Pricing is determined in accrdance with the fllwing tiers: Annual Cnslidated Grss Revenue Online Grss Revenue Tier 1: $0 t $10,000,000 Tier 1: $0 t $1,000,000 Tier 2: $10,000,001 t $25,000,000 Tier 2: $1,000,001 t $2,000,000 Tier 3: $25,000,001 t $50,000,000 Tier 3: $2,000,001 t $5,000,000 Tier 4: $50,000,001 t $75,000,000 Tier 4: $5,000,001 t $10,000,000 Tier 5: $75,000,001 t $100,000,000 Tier 5: $10,000,001 t $15,000,000 Tier 6: $100,000,001 t $200,000,000 Tier 6: $15,000,001 t $25,000,000 Tier 7: $200,000,001 t $350,000,000 Tier 7: $25,000,001 t $50,000,000 Tier 8: $350,000,001 r greater Tier 8: $50,000,001 t $100,000,000 Tier 9: $100,000,001 r greater Prfessinal Services The Slutin will be implemented and cnfigured by Epicr Prfessinal Services as generally set frth in the Order applicable t the Slutin. All develpment and cde wrk must be perfrmed by Epicr (r at Epicr s directin). Custmer will be furnished access t the Slutin Administratr cnsle t manage site cntent. Custmer may nt custmize any Slutin cde. Epicr des nt recmmend changes t the Magent cre mdules. Custmer may request that Epicr install Magent-based add-n mdules n the System. Epicr is nt respnsible fr the detrimental impact t the Slutin r System resulting frm Custmer s actins cntrary t the requirements r recmmendatins described abve r elsewhere within. Infrastructure Management Epicr, thrugh its r its partner s data center facilities, prvides the fllwing System Infrastructure necessary t hst the Slutin: Servers Firewall services System mnitring Database Strage Sftware licensing Netwrk mnitring and intrusin prtectin Default System Envirnment As part f the initial Prfessinal Services engagement the parties will cmplete a system sizing cnfiguratr t determine the initial System Infrastructure cnfiguratin. The cnfiguratin is determined, in part, based n the expected vlumes f the fllwing metrics: SKUs, business-t-business (B2B) users, business-tcnsumer (B2C) users, site visitrs, page views, and time spent n a page. Epicr recmmends that Custmer ntify Epicr prmptly if Custmer experiences r expects t experience any material changes t its metrics s that the parties can determine if changes t the System Infrastructure are apprpriate t maximize System perfrmance. Versin 2016-08
System Management System Management services will (unless therwise nted) cmprise the fllwing: Installatin and n-ging maintenance f servers in a secure data center Direct access t redundant, high-capacity cnnectivity t majr internet prviders Prvisining, mnitring and management f redundant netwrk infrastructure Installatin f the perating system and applicatin f patches, service packs and new versins t the System Infrastructure per Epicr s standard clud peratins practices Prvisining and mnitring strage space in a Strage Area Netwrk ( SAN ) r similar envirnment Security patching and anti-virus management where and when apprpriate 24x7 mnitring f all System Infrastructure Backup Prcess Epicr s standard backup prcedure is as fllws: (OS) Server full backups are perfrmed nce per calendar week, with incremental backups perfrmed every day in between Applicatin full backups are perfrmed nce per calendar week with incremental backups perfrmed every day in between Database full backups are perfrmed nightly, transactins are every tw hurs, and are shipped t ffsite strage Backup testing is prvided n an n demand basis Database Management Epicr will maintain System databases. Specific respnsibilities will cmprise the fllwing: Installatin f database service packs and patches Maintain database security in accrdance with the Epicr clud peratins plicies Mnitr applicatin and database perfrmance against established threshlds Perfrm day-t-day database administratin tasks (e.g. restarts, review lgs, errr checking) Manage Prductin, Pilt, and (as and when apprpriate) Sandbx and Additinal Envirnments n behalf f Custmer Applicatin Supprt As part f the Slutin subscriptin, Epicr ffers applicatin Supprt fr the Slutin frm 7AM t 7PM Central Time, Mnday thrugh Friday ( Standard Supprt Hurs ) in accrdance with the Supprt practices described in the Master Agreement. Applicatin Supprt fr the Slutin als includes: Supprt fr the interfaces between the Slutin and the applicable Epicr ERP system and/r Epicr payment gateway 4 Installatin f critical patch r service-pack based Sftware Updates in cnsultatin with Custmer Advice n upgrade paths fr all ther Slutin Sftware Updates 5 T receive applicatin Supprt fr the Slutin, Custmer may need t upgrade the Slutin and/r integrated Epicr ERP system t a then current versin. Further, certain Slutin functinality may be limited r unavailable if Custmer is nt n the then mst current Epicr ERP system versin. 4 Except as therwise agreed, Epicr des nt supprt third party credit card gateways 5 The installatin f prduct release Sftware Updates and mst versin release Sftware Updates must be scheduled with Epicr Prfessinal Services and are separately chargeable Versin 2016-08
Custmer may subscribe t 24x7 applicatin supprt fr the Slutin fr an additinal fee. With subscriptin, Epicr will perfrm the fllwing additinal Supprt services utside f the Standard Supprt Hurs: On-call supprt analyst and Tier 1 incident service desk Return t service fr Pririty 1 Critical incidents in accrdance with Epicr s standard supprt plicies 6 Supprt fr the interface between the Slutin and Epicr s payment gateway 24x7 applicatin Supprt des nt include supprt fr incidents invlving the Epicr ERP system r database r the interface between the Epicr ERP system and Slutin. Custmer Respnsibilities Custmer is respnsible t: Furnish Epicr (r its agents) with timely access t Custmer s ERP system t ensure that Epicr may supprt the Slutin integratin and maintain cnnectin between Custmer s ERP system and the Slutin Furnish accurate cntact infrmatin fr primary and secndary Custmer cntacts t cmmunicate System issues Enter System-related incidents thrugh Epicr s Supprt Prtal Input Custmer Data in accrdance with the Dcumentatin Maintain cpies f the Custmer Data that its uplads int the Slutin r therwise furnishes t Epicr Cmply with the Acceptable Use Plicy specific t the data center which the Slutin is hsted Maintain a current subscriptin t applicatin supprt fr its integrated Epicr ERP system Epicr is nt respnsible fr delays r System unavailability due t Custmer s failure t meet the respnsibilities described abve r resulting frm errrs resulting frm Custmer s ERP system. Uptime Cmmitment SLA Epicr prvides a financially backed 99.5% uptime cmmitment ( Availability Target ) with respect t the Service Infrastructure during each calendar mnth f the Subscriptin Services Term, excluding scheduled maintenance times. If in any calendar mnth the Availability Target is nt met by Epicr and Custmer was detrimentally impacted, Epicr entire liability t yu is t prvide a service credit equal t 10% fr each percentage pint belw the Availability Target (nt t exceed 50%) f the subscriptin services fees allcable t that calendar mnth. T receive credit, Custmer must request a service credit frm its Accunt Manager within 5 business days fllwing the end f the calendar mnth fr which Epicr fails t meet the Availability Target. A service credit is nt available if Custmer is then past due n its accunt r is therwise in breach f the Master Agreement. Further, n service credit is available if Custmer fails t prmptly implement Epicr recmmendatins fr reslutin. Epicr shall calculate any service level dwntime using Epicr s system lgs and ther recrds. N credit r reductin in fees will be applicable fr any perid f System unavailability that results frm Custmer s failure t perfrm its respnsibilities described herein r t therwise implement Epicr s advice r recmmendatins t mitigate r reslve System Infrastructure unavailability. 6 Epicr targets 1 hur respnse and 4 hur reslutin times fr Pririty 1 Critical incidents. Such targets are nt intended t guaranty respnse r reslutin times. Versin 2016-08
General Exclusins Epicr is nt respnsible fr: Service interruptin, perfrmance r instability caused by third party slutins, services r integratins that it desn t supply r fr inaccurate r incmplete cntent entry Cde mdificatins made ther than by r at Epicr s directin Slutin cnfiguratin nt in accrdance with the Dcumentatin Cmpliance bligatins intrduced by third party plug-ins Liability, infrmatin lss r unintended infrmatin disclsure caused by third party plug-ins This Specificatin applies nly t live Slutin envirnments. All nn-prductin envirnments are excluded Despite being a clud-based slutin, the Slutin may include an n-premise cmpnent. If an npremise cmpnent is applicable, Custmer is respnsible fr furnishing the necessary supprting infrastructure t facilitate Slutin perability. Cntact yur Epicr Accunt Manager if yu have questins n this matter Versin 2016-08