Bloomreach BRX

This Bloomreach BRX Service Level Agreement (“SLA”) sets forth the service level terms and conditions for Bloomreach BRX, comprised of the Bloomreach modules (1) Search, (2) Merchandising, (3) Recommendations and Pathways, (4) SEO and (5) Content Management, (each a “BRX module”), provided by Bloomreach to Customer during the term of the applicable Sales Order between Bloomreach and Customer (“Agreement”), and is subject to such Agreement.  Capitalized terms not otherwise defined in this SLA have the meanings given in the Agreement.

1. Availability and Internal Response Time.  Bloomreach will use commercially reasonable efforts to (1) serve responses to Search, Merchandising, Recommendations and Pathways API requests (“SM API Request”), defined as calls to Bloomreach servers initiated by a non-automated visitor to a Site that return data needed to render the whole or part of the product pages on the Customer’s website (“Site”) with an uptime of 99.9% during each calendar month as measured and verified by mutually acceptable third-party monitoring agents (“SM Availability”); (2) make the average time recorded from (a) the moment upon which an SM API Request has been received by Bloomreach servers to (b) the moment that a responding message is sent from Bloomreach servers of no greater than 400ms during each calendar month, as measured by Bloomreach  (“SM Internal Response Time”); (3) ensure the Bloomreach SEO APIs are operating and available with an uptime of  95% during each calendar month as measured and verified by a mutually acceptable third-party monitoring agents (“SEO Availability”); (4) make the Content Management module available with an uptime of 99.99% within the deployed Amazon Web Services (AWS) region during each calendar month as measured and verified by a mutually acceptable third-party monitoring agents (“Content Management Availability”) and (5) make the Bloomreach BRX dashboard (including Insights) available at least 99% of the time in any calendar month (“Dashboard Availability”).

2. Exclusions.  Applicable Availability and Internal Response Time shall exclude, and Bloomreach shall not be responsible for, failures which occurs as a result of due to: (a) changes made to Customer site(s) or the CMS applications that are configured, run and managed by Customer on BRX after initial implementation that cause the Bloomreach product to cease working or to function improperly; (b) general internet problems, force majeure events or other factors outside of Bloomreach’s reasonable control; (c) Customer’s equipment, software, network connections or other infrastructure; (d) Scheduled Maintenance; (e) non-production traffic (e.g. load testing, internal account traffic ); (f) development, testing, accepting or other non-production environments; (g) third party systems, acts or omissions; (h) Customer’s non-Bloomreach applications; or (i) addition to or modification of the Bloomreach product.

3. Scheduled Maintenance. Scheduled Maintenance is maintenance performed on the BloomReach BRX dashboard. Bloomreach will use commercially reasonable efforts to notify Customer at least 72 hours before any Scheduled Maintenance.

4. Service Credits.  

A. If there is a verified failure of a Bloomreach BRX module to meet any applicable Availability or Internal Response Time in a particular month and Customer makes a request for a service credit to [email protected] within ten (10) days after the end of such month, Customer will be entitled to a credit based on the applicable monthly fees due for the affected Bloomreach module in such month (“Service Credit”). For Customers with multiple modules, “applicable monthly fees” for the module associated with a verified failure shall be allocated assuming each module constitutes its pro rata portion of the aggregate BRX subscription fees (i.e. the allocation for customers subscribing to all five modules would be 20% each; the allocation for customers subscribing to two modules would be 50% each), unless otherwise set forth in a Sales Order.

B. The Service Credit will be calculated as follows: 

C. Any applicable Service Credit will be applied to Customer’s next invoice, provided that Customer’s account is fully paid up, without any outstanding payment issues or disputes.  Should a Service Credit be earned in the final month of a Services Term provided to Customer, such credit will be applied against outstanding amounts due to Bloomreach under this Agreement, and if no amounts are due, a refund of the credit amount will be sent to Customer. 

5. Recurring Outage. If the average monthly (1) SM Availability or Content Management Availability is less than 99%, (2) Dashboard Availability is less than 97%, or (3) SEO availability is less than 94% for any two (2) consecutive months (a “Recurring Outage”), Customer may terminate the Services Term for the affected Bloomreach module with written notice to Bloomreach and such termination shall be effective as of the end of the calendar month following the month in which the Recurring Outage occurred, provided that Customer has given written notice within 10 days from the Recurring Outage, and shall be without liability, except all payment obligations incurred through the date of termination will remain due and payable. Only unavailability for which Customer is eligible for and has requested a Service Credit pursuant to Section 3 above to [email protected] will be counted towards a Recurring Outage.  For the avoidance of doubt, termination of the Services Term for the affected BRX module pursuant to this SLA does not affect any other Services Terms for other BRX modules in effect between the parties. In the event a Bloomreach product is terminated by Customer due to a Recurring Outage, then Bloomreach shall refund to Customer the pro-rata portion of any amounts actually paid to Bloomreach for unused Bloomreach product that is being terminated that correspond to periods following the effective date of such termination.  

6. Exclusive Remedies.  Service Credits constitute liquidated damages and are not a penalty. Service Credits and termination for a Recurring Outage, as applicable, are Customer’s sole and exclusive remedies, and Bloomreach’s sole and exclusive liability, for Bloomreach’s failure to meet the Bloomreach target Availability and target Internal Response Times set for herein or other Customer performance expectations.

7. Bloomreach Support – BRX

Customer Support. Bloomreach offers support services for the Bloomreach products (“Support”) in accordance with the following terms.

A. Incident Submission and Customer Cooperation.  Customer may report errors or abnormal behavior in a brX module (“Incidents”) by contacting Bloomreach at the applicable email or phone number specified below. Customer will provide information and cooperation to Bloomreach as reasonably required for Bloomreach to provide Support, (for example: aspects of the Bloomreach module that are unavailable or not functioning correctly; Incident’s impact on users; start time of Incident; list of steps to reproduce Incident: relevant log files or data; wording of any error message; and Incident ID# (when specified by Bloomreach).  

B. Support Hours and Incident Response.  Bloomreach’s Support personnel will assign a priority level (“Priority Level”) to each Incident and seek to provide responses and updates based on the table below.   

8. Business Hours and Incident Reporting. 

A. Bloomreach’s normal Support business hours depend on Customers domicile according to the following table:

B. Customer will identify to Bloomreach the individual point(s) of contact who are authorized to report incidents; Bloomreach will accept incident reports from only the identified individual(s).

C. Customer will report all incidents electronically in accordance with instructions that will be provided by Bloomreach. In reporting each incident, Customer must provide the following information:

1. a description of the steps that Customer took that led to the incident; 

2. a description of the operation that Customer believes did not perform properly; 

3. a description of the operation’s result; 

4. a description of the result expected by Customer; and

5. a description of any addition to or modification of the Software that became active in connection with the operation.

D. Bloomreach is obligated to provide Support only to the extent that Bloomreach can reproduce the incident as described by Customer.

E. Bloomreach will provide all support services online, except to the extent that Bloomreach determines that telephone communication is appropriate.

9. Bloomreach Support Options.