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In document VEGANOS PARA SIEMPRE (página 57-66)

Glowpoint’s standard Service Level Agreement (SLA) for Remote Service Management Services are detailed out below. Any order that deviates from the standard SLA must have an approved Scope of Work from Glowpoint that details the SLA agreement. Additional Charges for custom SLAs will apply.

6.1 Service Schedule for Remote Service Management

This Service Schedule dated __________ is subject to, and made a part of, that Master Services Agreement dated __________ (the “MSA”) between Glowpoint, Inc. (“Glowpoint”) and

_______________ (“Customer”). Glowpoint agrees to provide the Remote Service Management Services (as defined below) pursuant to the terms of this Service Schedule and at the pricing set forth on Exhibit A attached hereto.

Article 1 - Definitions

1.1. “Automated Video System Sweeps (AVSS)” refers to a service that accesses managed video endpoints each week night, places test calls, and monitors the

performance of the call. The AVSS service detects incidents and creates a ticket in the Support Center.

1.2. “Remote Service Management Services” refers, collectively, to Notify, Helpdesk and Resolve.

1.3. “Glowpoint Cloud” refers to Glowpoint's cloud infrastructure consisting of a multi- tenant software platform and infrastructure for delivering Remote Service Management services including, but not limited to Cisco VPN routers, Network Monitoring System (NMS), and Automated Video System Sweeps (AVSS) system.

1.4. Helpdesk” refers to Glowpoint's 24x7x365 Level 1 support via phone and email for hardware based video endpoints and/or video soft clients.

1.5. “Managed Endpoint” refers to an endpoint that is subscribed to Helpdesk or Resolve. 1.6. “Normal Maintenance” refers to Glowpoint network maintenance for the purpose of

upgrading hardware or software or increasing capacity. Normal Maintenance, which may temporarily degrade the quality of the Remote Service Management Services, will only be undertaken between the hours of 11:00PM and 6:00AM EST.

1.7. “Notify” refers to Glowpoint's automated monitoring service for the customer’s video endpoints, video infrastructure and network devices. It includes 24x7x365 automated monitoring, automated notification and active monitoring. The customer is responsible for all troubleshooting and incident management.

1.8. “Proactive Monitoring Option” refers to Glowpoint’s service option for Helpdesk and Resolve video endpoints, which provides a 24x7x365 monitoring of the video endpoints as well as Automated Video System Sweeps (AVSS).

1.9. ”Resolve” refers to Glowpoint's complete, 24x7x365, Levels 1 through 3 management of hardware-based video endpoints, video soft clients, and video infrastructure devices. This service includes incident management and problem resolution.

1.10. “Urgent Maintenance” refers to efforts to correct network conditions that are likely to

cause material Remote Service Management Service outage and that require immediate action. Urgent Maintenance, which may degrade the quality of the Remote Service Management Services, may be undertaken by Glowpoint at any time. Glowpoint will provide notice of Urgent Maintenance to Customer as soon as in commercially practicable under circumstances.

1.11. “Video System Equipment Component” is any piece of equipment required to deliver the Remote Service Management. Examples of video system equipment components include the codec, monitor and control panel. All other furniture, fixtures and equipment in the room are non-video system equipment components. Examples of non-video system equipment components include the table, chairs, overhead projector, IP Phone and any other peripheral devices.

1.12. Capitalized terms not defined herein will have the meaning ascribed to them in the MSA.

Article 2 – Service Level Guarantees

2.1. Mean Time to Respond (“MTR”). With respect to Helpdesk and Resolve, Glowpoint

shall endeavor to make contact with Customer within thirty (30) minutes of becoming aware of a critical Incident (P1) failure of a Managed Endpoint or Video System Equipment Component either through remote monitoring (via Proactive Monitoring Option) or as a result of Customer notification.

Goal Remedy

Respond within 30 minutes to all P1 incidents in a month

Credit Calculation: Credit of 1/30th of the monthly recurring charge (“MRC”) on the Order Form applicable to such Remote Service Management Service.

2.2. Mean Time to Trouble Isolation. With respect to Helpdesk and Resolve, Glowpoint shall endeavor to isolate the issue to network, hardware, or software equipment.

Goal Remedy

Isolate all troubles within 120 minutes in a month

Credit Calculation: Credit of 1/30th of the MRC on the Order Form applicable to such Remote Service Management Service.

2.3. Availability Guarantee. The Remote Service Management Service availability guarantee is based on downtime of the Glowpoint Cloud (“Downtime”). Downtime is

measured from the time a master trouble ticket is opened in the Glowpoint trouble management system until the time that the Glowpoint Cloud is operational.

Goal Remedy

99.9% in a month

Credit Calculation: Credit of 1/30th of the MRC on the Order Form applicable to the Remote Service Management Service.

Example for a 30-day month: 43,200 total minutes with a goal of 43,157 uptime minutes and 43 downtime minutes

2.4. Credits.

(a) In order to receive a credit described above, Customer must (i) be in good standing with Glowpoint and current in its payment obligations, (ii)

immediately report the network issue to the Glowpoint Support Center and open a trouble ticket, and (iii) make a written request for a credit within seven days following the end of the month in which Glowpoint failed to satisfy the Availability Guarantee. Upon receipt of Customer’s request, Glowpoint will investigate the claim under the terms described in this Service Schedule. A credit will be applied only to the month in which the event giving rise to the credit occurred.

(b) When contacting Glowpoint for verification of Downtime, Customer must have a log for the applicable billing month reflecting the following information: (i) Incident (Trouble ticket) ID number; and

(ii) Date and time incident (trouble ticket) was opened and the Remote Service Management Service was restored.

(c) The Service credits will not be issued where the SLA is not met as a result of: (i) any act or omission of the Customer or its end-users, or their

representatives, contractors, agents, authorized invitees, successors or assigns, including, without limitation, any failure to comply with the terms and

conditions of the Agreement; (ii) the failure or malfunction of non-Glowpoint equipment or systems, including, without limitation, Customer Furnished Equipment (as defined below); (iii) unavailability of required Customer personnel, including as a result of failure to provide Glowpoint with accurate, current contact information; (iv) Customers use of Service in a an

unauthorized or unlawful manner; (v) any Normal Maintenance or Urgent Maintenance; (vi) improper or inaccurate network specifications provided by the Customer; (vii) Customers failure to release the Remote Service

Management for testing or repair and continuing to use the Remote Service Management Service on an impaired basis; or (viii) a Force Majeure Event. (d) In any given month in which service does not meet the Availability

Guarantee, the total credits under this Service Schedule that may be awarded to Customer are limited to the monthly recurring charge for the affected Remote Service Management Service. The issuance of credits pursuant to this Article 2 is Glowpoint’s sole obligation and Customer’s sole remedy under the Agreement for any failure or non-performance of a Remote Service Management Service.

(e) In no way limiting the foregoing, Glowpoint is not responsible for monitoring the service level agreements outside of Glowpoint’s core network. Moreover, Glowpoint does not guarantee video performance with respect to jitter and latency outside of Glowpoint’s core network. Customer acknowledges that the Remote Service Management shall be dependent in part on the performance of third party network providers.

Article 3 – Customer Responsibilities

3.1. Any equipment outside of other management that is furnished by Customer, such as, cabling, repeaters, network hubs, endpoints and switches, routers, servers, or any other network device (collectively, “Customer Furnished Equipment”), is the sole

responsibility of Customer to maintain and repair. Customer acknowledges that (a) it shall retain sole and exclusive responsibility for the management and support of all such Customer Furnished Equipment and (b) if Glowpoint’s troubleshooting of a problem with the Customer Furnished Equipment reveals that the Glowpoint network is functioning properly up to the Glowpoint demarcation meet point, then Glowpoint shall charge Customer at a customary time and materials rates for any further troubleshooting that is required to rectify any problem affecting service (including any customary travel-related expenses in connection with site visits by Glowpoint personnel).

3.2. Customer is responsible for:

(a) Configuring, maintaining and troubleshooting all LAN/WAN-related issues affecting the Managed Rooms and associated centralized infrastructure; (b) Unless otherwise ordered from Glowpoint, provide the high-quality network

connectivity that Glowpoint deems necessary to support the Managed Endpoints; (c) Enable any required management protocols to manage and monitor the device; (d) Loading/inputting Managed Rooms and their profiles into an active directory and

grant access to Glowpoint to perform the necessary management functions; (e) Providing all hardware for Managed Rooms and their management;

(f) Providing contact information and authorization for Glowpoint to directly

communicate with and resolve equipment issues with Customer’s integrator and hardware provider;

(g) Providing Glowpoint with VPN tunnel connectivity for, among other things, forwarding alarms and Network Management System (“NMS”) performance- related and CDR collection (note that the VPN link is not capable of supporting video testing);

(h) Providing, in writing, an on-site contact for each Managed Room who is trained and qualified to assist Glowpoint personnel;

(i) Providing to Glowpoint timely access to Customer personnel and networking elements reasonably necessary to test and activate a Managed Room; (j) Providing an escalation list of personnel for Customer departments,

organizations and vendors;

(k) Holding the respective hardware and network vendors accountable for

performance issues related to availability and mean time to repair, according to such vendor’s service level agreement;

(l) In order to verify that all rooms are operating free of error, perform a one hour video communications and audio quality assessment with Customer’s integrator and hardware provider;

(m) Providing written certification from Customer’s integrator and hardware provider that all room parts and equipment have been installed per design using

manufacturer’s specifications;

(n) Providing a connection to the Glowpoint Cloud;

(o) Providing MCU, multi-party bridging infrastructure, for Remote Service Management; and

(p) Call Routing Changes to Customer’s Infrastructure.

3.3 If Customer has not subscribed for Tier 1 support, then Glowpoint will not accept calls from any end user but only from Customer designated operations personnel. If Glowpoint deems that any call from Customer did not effectively troubleshoot an end user, then Glowpoint reserves the right to charge Customer at its prevailing rates. Customer shall be liable for all usage either directly or indirectly incurred by Customer whether genuine or fraudulent. Glowpoint shall not provide monitoring of Customer devices if Glowpoint monitoring services are not purchased by Customer.

Article 4 – Miscellaneous

4.1 Renewal. Upon expiration of the initial Service Commitment Period (as set forth in the applicable Order), Glowpoint will continue to provide the Remote Service Management on a month-to-month basis under this Agreement until Customer or Glowpoint provides not less than thirty days’ written notice of termination; provided, that in the event of a month-to-month renewal, the pricing for the Remote Service Management shall automatically (and without need for any notice to Customer) increase to Glowpoint’s standard retail pricing.

IN WITNESS WHEREOF, the Parties have executed this Service Schedule as of the day and year first written above.

Glowpoint, Inc. By:_____________________________ Name: Title: [Customer] By: _____________________________ Name: Title:

6.2 SLA and Support Explanation

Incident Escalation and Ownership: Glowpoint shall endeavor to actively address and

respond to all incidents involving a supported video endpoint within the scope of their access and ownership capabilities. Because there is a reliance at times on outside entities to drive resolution, the Support Center will ensure every attempt is made to escalate and coordinate troubleshooting and resolution of the incident with those entities. These entities include: hardware vendors, A/V providers, network providers etc.,

o End Customer Requirements: For newly reported incidents either from the end customer or via the Glowpoint NMS that require the end customer’s participation to help test/troubleshoot, the Support Center will reach the end customer 3 times via email and direct phone over a 72 hour period. If there is a lack of response by the end customer within the 72 hours after an incident is reported, the incident will be temporarily closed. The incident will be re-opened when the end

customer is available to assist.

o Hardware Vendors (i.e. Polycom, Cisco etc.): When an issue is escalated to a vendor to drive resolution, the Support Center must adhere to that vendor’s service level agreements as it relates to support response time, troubleshooting policies and recommendations for ultimate resolution. The Support Center will be responsible for ensuring these vendors are responding in a timely manner so the end customer is fully updated on progress to resolve.

o A/V Providers: Escalations to the customer’s A/V provider who own the maintenance and installation of the physical devices is required at times. The Support Center must adhere to that provider’s service level agreements as it relates to support response time, troubleshooting policies and recommendations for ultimate resolution. The Support Center will be responsible for ensuring these vendors are responding in a timely manner so the end customer is fully updated on progress to resolve.

o Network Providers: For incidents that are identified to be the root cause of the customer’s network (LAN, WAN etc.), the Support Center will require escalation back to the customer to drive resolution. The Support Center will provide all necessary information pertaining to where the root cause may be isolated and assist the customer network IT staff as required. Ultimately, driving the

resolution for these types of issues would remain with and wholly owned by the customer network IT team. In cases where Glowpoint is providing the network in addition to the Resolve service for video endpoints or infrastructure, Glowpoint will assume complete ownership of driving resolution with network.

Incident Priority and Response Time Definitions: Incident priority is determined by

assessing the impact and urgency of the incident:

o Urgency is a measure how quickly a resolution of the incident is required o Impact is a measure of the extent of the incident and of the potential damage

caused by the incident before it can be resolved.

Below is the Glowpoint Incident Priority Matric that illustrates whether an incident should

classified as Priority 1 (Critical), Priority 2 (Major), Priority 3 (Minor) or Priority 4 (Low). In addition, targeted response, isolation and resolution times are listed.

High Urgency Medium Urgency Low Urgency High

Impact P1 Critical Priority

P2 Major Priority

P3 Minor Priority Medium

Impact P2 Major Priority

P3 Minor

Priority P4 Low Priority

Low

Impact P3 Minor Priority P4 Low Priority P4 Low Priority

Priority Code Description Target Response Time Target Notification Time Target Resolution Time

1 Critical 10 Minutes 1 Hour 4 Hours

2 Major 30 Minutes 4 Hours 8 Hours

3 Minor 1 Hour 12 Hours 120 Hours

4 Low 1 Day 48 Hours 240 Hours

Glowpoint Support Center Target Time Definitions:

- Response Time: Time to respond to a reported incident.

- Notification Time: Time to provide the customer with an update or notification on status in working the incident.

- Resolution Time: Time to resolve the reported incident (resolution time may depend on outside entities to resolve entirely – See the Incident Escalation and Ownership section above)

Appendix I: Abbreviations

Abbreviation Long-Form

AVSS Automated Video System Sweep

CI Configuration Item

CSI Continual Service Improvement

GRE Generic Routing Encapsulation

ICMP Internet Control Message Protocol

IP Internet Protocol

IPSec Ip Secure

ITIL Information Technology Infrastructure Library

ITSM Information Technology Service Management

NAT Network Address Transition

NMS Network Management System

QoS Quality of Service

RFO Reason for Outage

SLA Service Level Agreement

SLO Service Level Objective

SNMP Simple Network Monitoring Protocol

In document VEGANOS PARA SIEMPRE (página 57-66)