MASTER SERVICE AGREEMENT

This Master Service Agreement (“MSA” or “Agreement”) represents the terms and conditions, and services and use terms of Omeda Holdings, LLC (“Omeda”).

Services. Pursuant to the applicable Order Form (“Order Form”) between Omeda and Client (“Client”, “Licensee”, or “User”), Omeda shall provide the services per the Order Form (the “Services”). Omeda shall perform the Services in a diligent, competent, and timely manner, consistent with industry standards; and provide a managed environment that will be available 24 hours per day, seven days per week, 365 days per year, except in the cases of Planned Downtime, as outlined in the Service Level Agreement (SLA) section of this agreement.
Client Obligations. In order to enable Omeda to perform the Services in accordance with the Agreement, Client agrees that during the term of the Agreement it shall:
- (a) pay for all Services on a timely basis as indicated in the Order Form and in Section 4 of this Agreement.
- (b) for any Services to be provided with the assistance of Omeda staff, provide proper and timely instructions.
Fees and Charges. Client will be charged for the Services and all supplies and materials provided by Omeda for Client’s benefit in connection with the Services in accordance with the Order Form, Schedule C-1, Schedule C-2, and any other pricing documents added to the Agreement (collectively, “Pricing Schedule”).
Invoicing and Payment Terms. Omeda shall invoice Client on the first day of each billing period for the Recurring Product Fees noted in the Order Form. Overages and fees for additional services, supplies, or materials will be billed monthly in arrears. Payment processing fees will be billed per the terms of the product. Client shall pay all invoices in USD via ACH without deduction or set off in accordance with the payment terms noted on the Order Form. Any amount not paid within 30 days of the invoice date shall accrue interest at the rate of 3% per month (or the highest rate allowed by law, whichever is lower), until paid. In the event fees that are due and payable to Omeda have not been paid by Client, Omeda may restrict access to the Client Data and suspend Services until all unpaid amounts have been paid in full. All fees provided for in the Agreement will continue to accrue while Client Services are suspended for failure to pay any fees when due. In addition, if Client fails to pay any amount due hereunder or otherwise violates any provision of the Agreement, Client shall pay to Omeda the cost of enforcing the provisions hereof, including reasonable attorneys’ fees and costs.
Taxes. In addition to the fees and charges set forth in the Pricing Schedule, Client is responsible for all sales, use, excise and similar taxes , duties or charges of any kind imposed by any federal, state or local government or regulatory authority on amounts payable by the Client, other than taxes imposed on Omeda’s income.
Postage. Client shall advance all postage for all incoming and outgoing mail with respect to the print Products. Client shall utilize the ACS (Address Change Service) and Enterprise Payment System (EPS) services of the U.S. Postal Service. Client, and not Omeda, shall be responsible for transferring business reply or postage due amounts from one print Product to another.
Changes. In the event that Client desires to make any changes with respect to the Products that would materially impact Omeda’s provision of the Services (including, but not limited to, changes to the demographic questions on Client’s registration forms, changes to the amount of data collected and/or managed; or changes to input sources or data sharing), the parties will negotiate with one another in good faith to agree upon an appropriate adjustment to the fees and charges set forth in the Pricing Schedule.
Warranties.
- (a) Omeda warrants that it has the corporate right and authority to execute and enter into this Agreement, and further warrants that during the Term the Products and Services, under normal use, will substantially conform to the specifications in this Agreement and any applicable schedules or Order Forms. This warranty will not apply to: (i) use of Omeda services other than as described in the applicable Order Form and this Agreement; (ii) modification of Omeda services by anyone but Omeda; or (iii) failure caused by a product or integration not provided or expressly approved by Omeda or its agents. This Section 8(a) sets forth Client’s exclusive rights and remedies and Omeda’s entire liability in relation to the warranty in this Section 8(a).
- (b) Disclaimers: OMEDA DOES NOT WARRANT OR GUARANTY THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ENTIRELY ERROR-FREE, OR THAT THE SERVICES WILL MEET ANY NEED OR REQUIREMENTS OF CLIENT. OMEDA SHALL TAKE REASONABLE EFFORTS TO SECURE THE SERVICES, BUT (WITHOUT LIMITING ANY OBLIGATIONS OF OMEDA SET FORTH ELSEWHERE IN THIS AGREEMENT) OMEDA DOES NOT GUARANTY THAT THE SERVICES ARE IMPENETRABLE OR NOT VULNERABLE TO COMPROMISE. THE SERVICES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED FOR USE IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, AND NO OTHER WARRANTIES OTHER THAN THOSE THAT ARE SET FORTH IN THIS AGREEMENT, EXPRESS OR IMPLIED, ARE MADE BY EITHER PARTY WITH RESPECT TO THIS AGREEMENT (OR BY OMEDA WITH RESPECT TO THE SERVICES, PRODUCTS, TECHNICAL SUPPORT SERVICES OR OTHER SERVICES PROVIDED BY OMEDA HEREUNDER), AND OMEDA DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Ownership and Confidentiality of Omeda’s System. Client understands and acknowledges that the computer software and procedures used by Omeda in providing the Services (collectively, the “System”) constitute proprietary and confidential trade secrets of Omeda, and that the System shall at all times remain the exclusive property of Omeda. Subject to Section 12, Client shall not (except as instructed by Omeda in writing in connection with the Services) use or disclose to others any aspect of the System or any other information provided to it by Omeda which Omeda designates as confidential (collectively, “Omeda Confidential Information”). Upon the termination of the Agreement for any reason, Client shall promptly return or destroy any documents, computer files, or other materials in its possession, custody or control which contain Omeda Confidential Information, and certify such return or destruction to Omeda in writing at Omeda’s request.
Ownership and Confidentiality of Client Information. Omeda understands and acknowledges that the subscriber lists and other information it stores and processes for Client pursuant to the Agreement (collectively, “Client Data”) constitute proprietary and confidential information of Client, and that such Client Data shall at all times remain the exclusive property of Client. Subject to Section 12, Omeda shall not (except as necessary to perform the Services or in accordance with the written authorization of Client) use or disclose to others the Client Data or any other information provided to it by Client which Client designates as confidential. Upon the termination of the Agreement and provided that Client has paid all amounts due and owing under the Agreement and is not otherwise in default under any term or provision contained in the Agreement, Omeda shall: (a) promptly return the Client Data to Client in a manner reasonably selected by Omeda that will not compromise Omeda’s proprietary rights in and to the System; (b) return or destroy any documents, computer files, or other materials in its possession, custody or control which contain the Client Data or other Client confidential information; and (c) certify such return or destruction to Client in writing at Client’s request. Client acknowledges that saved selections/queries from the System that are not re-saved within six months from the original selection may be purged from the System to ensure that no outdated selections are being used, up to and including demographic changes and/or demographic additions. In addition, as part of the termination of the Agreement, or the sale or transfer of any Brands, Omeda will cooperate in the out-conversion of Client Data and appoint an individual to act as out-conversion coordinator in providing standard support. The charge for these final standard services, including the removal of Client Data from the Omeda system and return or destruction of Client Data where applicable, shall be $1,500 per Brand. For audited Brands, Omeda will provide standard resources to assist the audit bureau in the completion of an exit audit of the file, if applicable; if an exit audit(s) is not utilized by Client, upon Client’s written request Omeda may agree to provide post-termination audit support at an additional rate to be quoted, but not less than an additional $750 per Brand. In no event shall Omeda be required to incur costs, except those specified above, unless Client agrees to reimburse Omeda for such costs. Omeda shall have no obligation to return the Client Data unless and until all Fees and expenses due to Omeda pursuant to the Agreement are paid in full.
General Confidentiality Obligations. Each party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information of a similar nature, to keep confidential the confidential information of the other party which it learns of pursuant to the Agreement, including, but not limited to, the pricing for Services, the System, and Omeda reports. Each party’s obligations under any confidentiality provisions contained herein shall extend to such party’s owners, officers, directors, employees, agents and authorized representatives. With regards to the Products and Services covered under the Agreement, Client agrees that it shall not contract with, receive consulting or management services from, or share any Omeda reports, documents, or system access with any contractors, owners, officers, directors, employees, agents and authorized representatives who are competitors to Omeda. Client agrees to provide Omeda with advance written notice of any consultants or management services which will have access to the Omeda System and/or Services.
Exceptions to Confidentiality Obligations.
- (a) Information shall not be considered confidential for purposes of the Agreement to the extent such information: (i) is or subsequently becomes publicly available without a breach of any obligation of confidentiality owed to a party under the Agreement or by any third party; (ii) became known to a party from a source other than the other party and other than by a breach of an obligation of confidentiality owed to the party by such source; or (iii) is independently developed by a party.
- (b) A party may disclose confidential information of the other in accordance with a judicial or other governmental order or as may be required by statute. Provided, however, that a party so disclosing confidential information (the “Disclosing Party”) shall give the other party (the “Protected Party”) as much advance notice as reasonably possible of any such disclosure so that the Protected Party may seek a protective order or other remedy. The Disclosing Party shall comply with any protective order or equivalent relating to the confidential information. In the event such a protective order is not obtained, the Disclosing Party shall use its reasonable best efforts to ensure that only the minimum portion of the confidential information necessary to comply with the law is disclosed.
Term. The term for Services shall be as specified in the applicable Order Form or other agreement. Except as otherwise specified in the applicable Order Form or other agreement, the term for Services shall automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party notifies the other party in writing of its intent not to renew not less than six (6) months prior to the end of the then-current Term or Renewal Term.
Termination.
- (a) Either party may terminate the Agreement in the event of a material breach by the other party; provided that the non-breaching party gives the breaching party thirty (30) days written notice of its intention to terminate for cause, specifying the breach with reasonable particularity, and such breach is not cured within the 30-day notice period.
- (b) The following are illustrative of material breaches of the Agreement by Omeda: (i) the failure to deliver media to the printer or digital delivery vendor on schedule; (ii) the failure to provide adequate issue statistics; (iii) the failure to capture data according to industry standards; and (iv) the failure to provide the Services as outlined in Schedule B.
- (c) The following are illustrative of material breaches of the Agreement by Client: (i) the failure to pay all amounts due under the Agreement in a timely manner; and (ii) the failure to provide Omeda with appropriate instructions in connection with the Services on a timely basis.
- (d) Either party may terminate the Agreement immediately upon written notice to the other in the event that the other party becomes the subject of a bankruptcy or similar insolvency proceeding, makes an assignment for the benefit of creditors, or ceases its normal business operations.
Data and Consumer Privacy.
- (a) Data Processing Addendum. Each party shall comply with the terms and conditions set forth in the Data Processing Addendum linked in this paragraph as Schedule E-1 hereto, in accordance with applicable data protection laws.
- (b) U.S. State Consumer Data Privacy Law Processing Addendum. Each party shall comply with the terms and conditions set forth in the U.S. State Consumer Data Privacy Law Processing Addendum linked in this paragraph as Schedule E-2 hereto, in accordance with applicable data protection laws.
Client’s Messaging Practices. Client hereby agrees to Omeda’s Messaging Terms of Service linked in this sentence, in accordance with all applicable laws.
General Compliance. Except as Omeda otherwise directs or permits in writing, Client may not modify or make any unauthorized use of the Services, or use the Services for any other purpose, commercial or otherwise not contemplated under the Order Form, this Agreement or as set forth in the schedules referenced in the Order Form or this Agreement. The acts or omissions of Client’s employees, agents, representatives, subcontractors, suppliers or service providers, or affiliates (and such affiliates’ employees, agents, suppliers, or subcontractors or service providers) will also be deemed the acts or omissions of Client.
Limitation of Damages. Each party’s liability under this Agreement shall be limited to the other’s direct and actual damages, and in no event shall either party be liable to the other for consequential, incidental, special, or indirect damages (including, without limitation, lost profits, lost reimbursements, lost data, or lost savings), even if such party was advised of the possibility of the occurrence of such damages. Furthermore, the liability (whether in contract, tort, or otherwise): (a) of Client shall be limited to the amount of fees and charges owed by it to Omeda under this Agreement; and (b) of Omeda shall be limited to the amount of fees actually received by it from Client in the previous six months for the portion of the Services giving rise to the claim. Notwithstanding the foregoing, either party’s liability for its obligations pursuant to Section 19 Indemnification shall not exceed $1,000,000.
Indemnification. Subject to the limitations of liability in Section 18 Limitation of Damages, each party agrees to indemnify, defend and hold the other party, its directors, officers, representatives, agents and employees harmless from and against any third party claim, action or liability (including damages, costs, expenses and reasonable attorneys’ fees) (“Claim”), that may arise against the indemnified party for (a) the indemnifying party’s failure to comply with all laws and regulations applicable to the provision of Services under this Agreement; (b) the indemnifying party’s infringement or misappropriation of a third party’s intellectual property (including, without limitation, patents, trademarks, copyrights or trade secrets); and (b) any unauthorized disclosure of the other party’s Confidential Information.
Assignment. Neither party may assign any of its rights or obligations under the Agreement without the written consent of the other, and any attempt to do so shall be void. Provided, however, that either party may assign its rights or duties under the Agreement to a purchaser of all or substantially all of its assets or other successor to its business if the other party is given written notice of such assignment.
Application of Illinois Law and Venue. The Agreement, and its application and interpretation, shall be governed exclusively by its terms and by the internal laws of the State of Illinois. Any action relating to the Agreement shall be brought exclusively in a federal or state court sitting in Lake County, Illinois, and the parties hereby submit to the personal jurisdiction of such courts.
Attorneys’ Fees. The prevailing party in any action brought in connection with the Agreement shall be entitled to recover its costs and reasonable attorneys’ fees from the non-prevailing party.
Force Majeure. Neither party shall be liable for any delays or failures to perform due to acts of God or other circumstances beyond its control which could not have been avoided by the exercise of due care; provided that the delayed party gives the other party prompt notice of the delay and its cause, and uses commercially reasonable efforts to promptly correct such delay or failure of performance.
Waivers. The failure of any party to seek redress for the violation of, or to insist upon the strict performance of, any covenant or condition of the Agreement shall not prevent a subsequent act that originally would have constituted a violation from having the effect of an original violation.
Severability. If any provision of the Agreement, or its application to any person or circumstance, shall be found invalid, illegal, or unenforceable to any extent, the remainder of the Agreement and its application shall not be affected, and shall remain enforceable to the fullest extent permitted by law.
Successors and Assigns. Each of the covenants, terms, provisions, and agreements contained in the Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by the Agreement, their respective legal representatives, successors, and assigns.
Counterparts/Facsimile Signatures. The Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. The Agreement may be executed by facsimile signature or electronic signature, and either shall constitute an original signature for purposes of the Agreement.
Entire Agreement. This Agreement, along with any schedules and exhibits attached hereto, together with the Order Form, any Amendment or Addendum to the Order Form, and Data Processing Addendum, as applicable, constitutes the entire and exclusive agreement between the parties and supersedes all previous communications or agreements, either oral or written with respect to the subject matter hereof. In the event of any conflict between the terms set forth in the Order Form, any Amendment or Addendum to the Order Form, and the Agreement, the terms shall prevail in the following order: the applicable Amendment or Addendum to the Order Form (but solely for the services set forth in the Addendum or Amendment), the applicable Order Form, and the Agreement. In the event of any conflict between the Agreement and the Data Processing Addendum, the terms of the Data Processing Addendum shall govern solely with respect to a party’s data processing obligations, and the Agreement shall govern with respect to all else.

Services and Use Terms

The following services and use terms apply to each of the following products or services as included in your Order Form or as referenced in the MSA or associated schedules. As noted herein, Client may be referred to as “Client”, “Licensee”, or “User”. Client shall use all services, products, and data in accordance with all laws and regulations, including all data privacy laws and regulations.

APIs, SFTP Processes, and Integrations:

Unless otherwise noted in the Order Form, existing standard APIs, SFTP Processes, and integrations are included in the services. Additional setup and/or ongoing fees may apply to interface or integration with other vendors or systems, including any services or integration that cannot be accomplished via Omeda’s existing service capabilities, API suite or SFTP processes, or existing integrations.

CDP (Web Tracking, Personalization, Content Metering):

Includes retention of Unknown / Anonymous web behavioral data for 60 days, and retention of Known web behavioral data for 180 days.

CredSpark Services:

CredSpark services are subject to the MSA and the End User Services Agreement for CredSpark by and between Omeda and Client.

Omeda acts as an agent for CredSpark services, and if Client is contracted with Omeda to use CredSpark services, Client hereby consents to CredSpark’s End User Terms and Conditions, which are publicly available online, and can be found here: https://www.credspark.com/omeda/terms-basic/

Data Retention:

Includes retention of Unknown / Anonymous web behavioral data for 60 days, and retention of Known web behavioral data for 180 days. Upon termination of the Agreement, data shall be retained only as necessary to comply with data privacy or other legal requirements.

Email Services:

Omeda to provide access to standard email deployment reporting details for up to 13 months. After 13 months, standard email deployment reporting details shall not be retained on the Client database, and the level of behavioral granularity retained on the Client database will be limited to whether an email was opened or clicked, per existing query capabilities in the Audience Builder tool. Omeda shall not store a record of the receipt of an email on the Client database after 13 months; for email receipt data older than 13 months, the data may be retrievable from archives for reporting purposes only, for a fee to be determined based on the amount of data to be retrieved, if available. Outbound email SMTP logs (conversation with receiving server for a specified email address) will be accessible for 30 days. Thereafter, the logs will be archived until they are 180 days old. Beyond 180 days, the logs will be deleted from the Omeda system. Digital deployment logs for audit support will be retained for 13 months.

Email Onboarding Validation: As part of the onboarding process, Omeda will process all incoming Client email lists for free through AtData’s SafeToSend email validation service to verify the validity status of Client email addresses, and the results of this service will be shared with the Client. Omeda reserves the right to request that Client cleanse their list(s) prior to loading into the Omeda Email platform. If Client chooses to cleanse their list(s) via the AtData SafeToSend email validation service, it will be billed at cost based on number of emails reviewed, and will be completed by Omeda staff as part of the onboarding process. Client may choose a different email validation service and provide Omeda with the resulting validity markers as an alternative.

Inventory:

Client hereby agrees that all inventory shipped to and held at Omeda Holdings LLC (Omeda) and its third-party providers (including but not limited to Kable Product Services LLC), is the sole responsibility of Client.

Client agrees to waive and hold harmless both Omeda and its third-party providers from any loss, theft or destruction of inventory while in their possession, and acknowledge that it is Client’s sole responsibility to insure inventory shipped or held at the Omeda or third-party location in order to protect against any and all losses incurred.

Messaging Terms of Service (including Email and SMS):

Messaging Terms of Service. Client shall comply with the terms and conditions set forth in the Messaging Terms of Service, in accordance with applicable laws and regulations.

Payment Processing:

To the extent Client processes its customers’ payments through Omeda’s platform, Client agrees to enroll in and create an account through the third-party payment processor designated by Omeda (“Third-Party Payment Processor”). Client acknowledges that its use of the Third-Party Payment Processor’s payment processing services is subject to the terms and conditions, including any privacy policy, of the Third-Party Payment Processor, to which Client must agree in order to establish an account with the Third-Party Payment Processor, as those terms may be modified from time to time (“Third-Party Payment Processor Terms”). Client further authorizes Omeda to share any Client information, including information related to Client’s and its customers’ transactions, with the Third-Party Payment Processor as necessary for Client’s use of such payment processing services through Omeda’s platform. Client represents and warrants that it has obtained and shall at all times maintain any and all necessary and/or legally required licenses, rights, consents, permissions, and authorizations to provide such Client information to Omeda for such purposes.

Omeda hereby disclaims any liability related to or arising out of Client’s and or its customers’ use of the Third-Party Payment Processor’s payment processing services. Omeda will not be responsible to Client for any errors by the Third-Party Payment Processor or for any failures of the Third-Party Payment Processor to adequately protect Client or its customers’ payment information, including any unauthorized charges or other breach of financial information and/or security. Client agrees to indemnify, defend and hold Omeda harmless for from and against any and all claims, damages, losses, or liabilities, costs and expenses (including reasonable attorneys’ fees) related to or arising out of Client’s and or its customers’ use of the Third-Party Payment Processor’s payment processing services, including, without limitation, any breach by Client or any of its customers of any Third-Party Payment Processor Terms.

SMS Services:

Monthly plans credits do not carry over to the following month. Annual plan credits are all available immediately and can be used at any time during the subscription period. Fees noted herein are exclusive of carrier fees and charges, which shall be billed monthly in arrears on a pass-through basis. Base Fee includes one phone number; additional toll-free numbers to be billed at $3.50 per month.

Credits usage summary: A single toll-free SMS message technically supports up to 152 characters, or up to 66 characters if the message contains Unicode characters like emoji. Modern phones, however, support message concatenation which compiles individual SMS segments into what appears as a single readable text message for the end user. Each SMS segment will equal a single credit. Omeda also supports the sending of MMS message segments; each MMS segment will equal 3 credits. To further clarify, each credit can be used for 1 SMS segment or 1/3 of an MMS segment. Depending on the length of the message, a single text message may be made up of multiple segments.

Subscription Fulfillment Management:

Services listed below are included in the Recurring Product Fees noted in the Order Form if Subscription Fulfillment Management services are included, unless otherwise noted below.

For Client magazines:

Processing and record-keeping activities relating to controlled/non-paid records, including processing of web orders via Omeda forms or Omeda APIs, mail receipt, order entry, manual address correction from nixies and demographic update. Reclassification of the “Other (please specify)” text responses to demographic questions shall be completed by Client staff using Omeda’s open-ended coding program. Any other special demographic coding (for example, title coding using a title dictionary) to be completed by Client staff. Omeda requires the use of Enterprise Payment System (EPS) and ACS postal services, where applicable. ACS data to be processed to the database on an ongoing basis, where applicable.
Processing and record-keeping activities relating to paid records, including processing of web orders via Omeda forms or Omeda APIs, mail opening, caging, accounting, demographic reporting, and selection of print invoices and renewals. Payments processing and all merchant, bank and transaction fees billed separately. Lettershop services to be outsourced to lettershop of Client’s choosing and billed to Client directly by lettershop; forms to be provided by Client, or printed by lettershop vendor at their rates. Email invoices/renewals billed at rates noted in the Order Form, Schedule C-1, or C-2.
Issue Preparation and Delivery – including creation of demographic and/or advertising splits, and delivery of mail file to printer for presort and printing.
Support for digital editions, including output of files for digital edition vendors and maintenance of logs for audit purposes, if applicable.
Monthly processing of files from telemarketing and web subscription agencies (files to be sent by vendors in Omeda format).
Support for AAM/BPA/VAC audit bureau requirements, where applicable, including document retrieval, list selection, test records, reports and other audit items requested by audit bureau. Preparation and/or filing of audit statements charged separately, as noted in Schedule C-1.
Storage of images of scanned documents, log files, or original documents.

Web Forms and Form Builder:

Client shall create and maintain all web forms in accordance with all laws and regulations, including all data privacy laws and regulations.

Service Level Agreement (SLA)

This serves as the Service Level Agreement under the Order Form between Omeda and Client. The parties’ rights and obligations under this Service Level Agreement shall be in addition to, and shall in no way limit, their respective rights and obligations under the Agreement.

Subject to Section 23 of the Agreement (Force Majeure), the following shall apply:

DEFINITIONS

Business Hours: 8:00am – 5:00pm (CT) Monday through Friday, excluding Holidays.

Subscriber Customer Service Hours: 8:00am – 4:30pm (CT) Monday through Friday, excluding Holidays.

Managed Environment: Omeda will provide a managed environment (“Managed Environment”) that will include the hardware and software necessary to support the Managed Environment Availability service levels specified herein. The Managed Environment is restricted to the production systems environment and the application(s) located at Omeda’s hosting site(s). The Managed Environment specifically does not include: (i) development, staging or test environments, (ii) any elements of the Internet, (iii) any part of Client’s environment not permanently located at the Omeda hosting site(s), or (iv) application components outside the Omeda site firewalls. The Managed Environment shall only include hardware, software and equipment owned or controlled by Omeda.

Managed Environment Availability: The total number of minutes in a calendar month, less any Planned Downtime or downtime due to Force Majeure.

Planned Downtime: Scheduled unavailability of the Managed Environment, including but not limited to, the performance of system upgrades, enhancements and routine maintenance activities. Omeda can provide a schedule for recurring Planned Downtime (e.g., weekly system maintenance) and give Client not less than twenty-four (24) hours’ notice of non-recurring Planned Downtime.

Unscheduled Service Outage: Events defined as “Critical” under “Incident Severity Definition and Notification/Response Timetable”, not including Planned Downtime or interruptions due to Force Majeure. In some cases, third-party vendors are used for integrated services (credit card authorization, postal address correction services, etc.). In the event that these vendors suffer either degradation of their service accessibility or an outage, Omeda will not be responsible for the overall impact of this degradation in performance.

Response Time: As defined under “Incident Severity Definition and Notification/Response Timetable” in this schedule.

Managed Environment Availability Service Levels

Managed Environment Uptime

The Managed Environment will be available 24 hours per day, seven days per week, 365 days per year, except in the cases of Planned Downtime or Unscheduled Service Outages.
No more than 4 hours of Unscheduled Service Outages during Business Hours per calendar month.
Recurring Planned Downtime will not be scheduled during Business Hours.

Incident Severity Definition and Notification/Response Timetable

Severity Level	Description	Update Commitment
Critical	This Incident level is attained when any of the following conditions are met: Issues that prevent Client from using the applications in Omeda’s Managed Environment, including Audience Builder, Email, web tracking, web form builder and access to APIs	First update within 90 minutes during Business Hours. Subsequent updates as appropriate.Parties will be updated in the following manner: · services affected; · start time of incident; · current status of repair; · description of service or aspect of service that is unavailable to Client; · estimated time of repair.
Major	This Incident level is attained when any of the following conditions are met: high impact issue with a workaround a non-critical component of the Managed Environment is not functioning	First update within 90 minutes during Business Hours. Subsequent updates as appropriate.Parties will be updated in the following manner: · services affected; · start time of incident; · current status of repair; · impact on Client for all incidents in progress; · description of service or aspect of service that is unavailable to Client; · estimated time of repair.
Minor	This Incident level is attained when any of the following conditions are met: low impact issue with a workaround	Parties will open trouble tickets and report upon closure. Monthly reports will reflect all remaining open trouble tickets. Elements of trouble tickets include:· services affected; and · start time of incident.