Platform Support Terms
1. Introduction
These Support Terms (these “Terms”) set forth the service level commitments, maintenance protocols, and technical support standards applicable to Seek’s Insight Cloud Platform (the “Platform”).
These Terms are incorporated by reference into the Seek Terms & Conditions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Master Platform Term (the “Master Terms”). In the event of a conflict between these Terms and the Master Terms, these Terms shall prevail unless explicitly stated otherwise. Seek reserves the right to modify these Terms from time to time by posting a revised version on the Seek Site. Continued use of the Platform following such modifications constitutes Customer’s acceptance of the revised Terms.
2. Platform Maintenance
2.1 Standard Maintenance
Seek shall maintain the Platform in accordance with these Terms as well as the applicable terms otherwise set forth in the Seek Terms & Conditions. Seek will use commercially reasonable efforts to correct all errors, problems, interruptions, malfunctions, and failures in the Platform (“Errors”) in compliance with the Seek Terms & Conditions and the response times set forth herein. Customer shall document and promptly report all Errors and provide Seek with sufficient information to allow Seek to reproduce the reported Error.
2.2 Updates
Seek shall provide to Customer all modifications or additions made or added to the Platform that correct Errors or provide minor functionality enhancements (collectively, “Updates”), including access to related documentation. Seek will make Updates available to Customer at the same time it makes them generally available to other users of the Platform. Updates to the Platform may be made at Seek’s sole discretion.
2.3 Maintenance Windows
Seek will install and configure Updates during the nightly window of 5:00 PM to 7:00 AM (Central Time) (each, a “Maintenance Window”). Notwithstanding the foregoing, the Maintenance Window may extend beyond 5:00 AM (Central Time), but no later than 7:00 AM (Central Time). Seek will provide Customer with information regarding the Update and the expected duration with reasonable prior notice.
2.4 Mandatory Updates
Seek may determine that certain Updates are mandatory based on the severity of the Error, or based on security, privacy, compliance, or similar concerns. In such cases, Seek will provide Customer with information on the mandatory Update and schedule implementation during Maintenance Windows unless an immediate emergency update is deemed necessary to protect the integrity of the Platform.
3. Support Services
3.1 Help Desk
Seek shall provide technical support services (“Support Services”) through an email-based help desk (“Help Desk”) in accordance with the Seek Terms & Conditions. The Help Desk shall be staffed by trained and qualified personnel capable of providing reasonable assistance in the use of the Platform and the identification, evaluation, and resolution of Errors. Seek will provide Customer with a designated email address for Support Services. Seek will use commercially reasonable efforts to ensure a qualified representative provides an initial response to Help Desk inquiries within one (1) business day during the Support Hours defined below.
3.2 Support Hours
Seek will provide Support Services from 8:00 AM to 4:00 PM (Central Time), Monday through Friday, excluding the following holidays: New Year’s Day, Martin Luther King Jr Day, Presidents Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day (“Support Hours”). Support inquiries received outside of Support Hours will be addressed during the following business day. Seek reserves the right to modify the Support Hours from time to time and will notify Customer of any such modifications at least fourteen (14) days in advance.
4. Error Resolution
4.1 Severity Levels
Seek will categorize reported Errors in accordance with the following table:
4.2 Resolution Times
Seek shall use commercially reasonable efforts to respond to and resolve Errors within the following timeframes. All time periods commence upon Seek’s receipt of a reported Error.
Level 1: Seek will acknowledge receipt within 15 minutes during Support Hours and 60 minutes outside of Support Hours. Seek will work 24x5 using commercially reasonable efforts to provide a resolution or workaround as soon as practicable.
Level 2: Seek will acknowledge receipt within 60 minutes during Support Hours and 120 minutes outside of Support Hours. Seek will work during Support Hours to provide a resolution or workaround.
Level 3 & 4: Resolution will be integrated into a future Platform Update or otherwise released at Seek’s discretion.
4.3 Cooperation
Seek will collaborate with Customer to ensure each Error is appropriately classified. Seek’s obligations hereunder are contingent upon Customer providing: (i) sufficient information to reproduce the Error; (ii) reasonable access to Customer personnel; and (iii) timely implementation of any procedures or workarounds provided by Seek.
5. Limitations
These Terms and the associated service level commitments do not apply to: (i) any third-party products or services (including Third-Party Applications as defined in the Master Terms); (ii) any issues caused by Customer’s own internet connectivity, local network infrastructure, or hardware; (iii) the Platform to the extent modified by any party other than Seek; or (iv) use of the Platform in violation of the Seek Terms & Conditions, including the Acceptable Use Policy. Seek shall have no obligation to correct Errors resulting from the foregoing, and any support provided by Seek for such issues may be subject to additional fees at Seek’s then-current professional services rates.
6. Availability
6.1 Availability Calculation
Within five (5) business days after the end of each calendar quarter, Seek will, upon Customer’s written request, calculate the “Availability” of the Platform.
Availability is calculated as:
((Total Minutes in Quarter) – Total Minutes of Unexcused Downtime) / Total Minutes in Quarter) x 100
“Unexcused Downtime” means any period during which the Platform is inoperable, excluding any downtime resulting from the Exclusions set forth in Section 6.4.
6.2 Service Credits
If Availability falls below 99.0% in any calendar quarter, Customer shall be entitled to a credit equal to 5% of the applicable fees or Seek’s revenue share portion for that quarter (a “Service Credit”).
6.3 Claims and Application
Claim Window: Customer must request Service Credits in writing within thirty (30) days of the end of the applicable quarter; otherwise, such credits are waived.
Application: Credits will be applied against the next invoice or revenue share distribution. For revenue-share Customers, the credit shall be calculated as a 5% increase in the net payment due to Customer for the affected quarter.
Third-Party Exclusion: Notwithstanding anything to the contrary, Service Credits shall not apply to, and shall not be calculated based upon, any fees designated for Third-Party Applications, pass-through costs, or professional services fees. Service Credits apply strictly to the base Platform fees.
Cap: Total Service Credits in any quarter shall not exceed 100% of the Platform-specific fees or revenue share amounts for that quarter.
6.4 Exclusions
Service Credits shall not apply to downtime resulting from: (i) Scheduled Maintenance or Updates (as defined in Section 2); (ii) force majeure events (as set forth in the Master Terms); (iii) Customer’s misuse, unauthorized modifications, or breach of the Seek Terms & Conditions; or (iv) issues with Customer’s own equipment or connectivity.
7. Exclusive Remedies
7.1 Exclusive Remedy
Except as set forth in Section 7.2 below, the Service Credits provided in Section 6 shall be Customer’s sole and exclusive remedy, and Seek’s entire liability, for any failure of Platform Availability or Seek’s failure to meet the service level commitments set forth in these Terms.
7.2 Termination for Chronic Failure
If the average Availability of the Platform falls below 95.0% in any single calendar quarter, Customer may terminate the applicable Order Form(s) for the affected Platform services for cause. To exercise this right, Customer must provide written notice of termination to Seek within thirty (30) days of the end of the applicable calendar quarter. Such termination will be effective thirty (30) days following Seek’s receipt of the termination notice.