1. Parchment will use commercially reasonable efforts, commensurate with the severity of the error, to correct any malfunction, defect, or non-conformity in the operation of the Parchment Services to substantially perform in accordance with the Documentation. Member will be responsible for conducting adequate research with respect to a defect or related issue prior to contacting Parchment for assistance. Member is obligated to respond promptly to all reasonable Parchment requests for pertinent information, documentation, technical and other assistance to assist Parchment with problem resolution. A reported issue will be logged and tracked by Parchment, and assigned a unique identifier that can be used by Member to refer to the reported issue, and will remain open until the issue is resolved. Reported issues will be assigned a severity level that is mutually agreed upon by Member and Parchment.

  2. Parchment will employ commercially reasonable efforts to correct, or address with an action plan, issues reported by Member as follows:

    1. Severity 1:  Within four (4) business hours of receipt of the reported issue or its detection by Parchment.  Level 1 is defined as a condition in which all or a critical function within the Parchment Services is unavailable to Member.
    2. Severity 2: Within two (2) business days of receipt of the reported error.  Level 2 is defined as a condition in which the Parchment Services is not fully performing, but is still able to operate at a reduced capacity.
    3. Severity 3: Within five (5) business days of receipt of the reported error.  Severity 3 is defined as a condition where the Member is experiencing a non-critical loss of function.

  3. System Enhancements and Functionality Improvements.

    1. Parchment will respond to requests for enhancements or upgraded workflow functionality within thirty (30) business days. The response will include a valuation of the request and whether it was an item for inclusion within the product roadmap or would be considered a client specific customization. Enhancements and improvements cover a desire to change either the look and feel or workflow of a feature or function within the Parchment Services. Any enhancements, modifications or improvements to the Parchment Services will be considered part of the Parchment Services.
    2. Parchment may perform maintenance to the Parchment Services during its preexisting maintenance schedule (currently 12 p.m. to 4 p.m. Pacific Time on Saturdays) as necessary for the proper operation of the Parchment Services.  During these periods, the Parchment Services may be unavailable to Member.  Parchment will notify Member at least two (2) business days in advance of any planned maintenance.  Parchment may change planned maintenance windows at its sole discretion and will notify Member of any such changes that affect previously notified plans, provided such maintenance is done during low-volume times.  Parchment will also post notifications on both the Parchment Services and Parchment Site notifying interested parties of any planned service outages.
  4. Parchment will use reasonable commercial efforts to make the Parchment Services available ninety-nine and one-half percent (99.5%) of the time, measured monthly, exclusive of planned maintenance and any of the following events that will not be considered downtime for the purposes of such measurement:

    1. Any outage lasting less than five (5) minutes;
    2. Any outage determined to be a result of Member’s breach of the Agreement or other acts or omissions of Member;
    3. Any outage determined to be a result of a failure of outside services or equipment not within the control of Parchment, including Member’s hardware and software; or
    4. Any outage determined to be beyond the reasonable control of Parchment, its subcontractors and/or business partners, including a force majeure event.
  5. Member is responsible for (i) maintenance and management of its computer network(s), servers, software, and any equipment or services related to maintenance and management of the foregoing; and (ii) correctly configuring its systems in accordance with the Documentation. Member will promptly notify Parchment in the event any downtime occurs.  Downtime will be deemed to begin when Parchment receives accurate notification thereof from Member, or when Parchment first becomes aware of such downtime, whichever first occurs. The obligations of Parchment set forth in this Exhibit C will be excused to the extent any failures to meet such obligations result in whole or in part from Member’s failure(s) to meet the foregoing requirements.

  6. Parchment will use reasonable commercial efforts to respond to any email inquiries through the Parchment Site by Credential Owners within two (2) business days.

  7. Member’s sole and exclusive remedy, and Parchment’s sole and exclusive liability, for Parchment’s breach of this Exhibit C will be the following credits. If Parchment fails to meet the service level in Section 4 in any month for a specific Parchment Services, Parchment will credit to Member one percent (1%) of the monthly subscription fee paid by Member (i.e., the prorated annual subscription fee) for such Parchment Services for each cumulative hour, or portion thereof, of unavailability of such Parchment Services in that month, up to a maximum of fifty percent (50%) of the prorated monthly subscription fee paid by Member. In the event Member has not elected to pay a subscription fee to Parchment hereunder, as Member’s sole and exclusive remedy under this Section 7, Parchment will credit to Member one percent (1%) of the net amount of surcharges (if any) added to each Credential request by Member for such Parchment Services for each cumulative hour, or portion thereof, of unavailability of such Parchment Services in that month, up to a maximum of fifty percent (50%) of the net amount of surcharges added to each Credential request by Member. 

  8. Parchment may modify this Service Level Agreement, at any time, in its sole discretion. All modifications will be posted on the Parchment website with an updated effective date. Member’s continued use of the Parchment Services following the updated effective date of this Service Level Agreement will constitute Member’s consent to the modified Service Level Agreement. 
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