SERVICE LEVEL AGREEMENT TERMS
99.5% uptime per month, measured over a rolling one (1) month period, exclusive of scheduled maintenance (planned downtime), system upgrades, and unavailability caused by circumstances beyond IRIS’s reasonable control.
Support may be directly provided through the standard access channels of telephone, email and chat requests to a Help Desk facility, and indirectly via the Internet through the INTRODUCE HERE DATA CENTER /HOSTING SERVICE PROVIDER NAME website, knowledgebase, wikis, discussion forums, blogs, and Services documentation. IRIS – Payment Solutions, Inc. will respond to any Support inquiries within 24 business hours except where notice is specific to a severity 1 or site unavailable notification. In the instance of an unplanned outage, response will be immediate , and remedied in a timely manner using all commercially reasonable efforts to reinstate the Services, and wherever practicable within two (2) hours of the support contact, provided that all necessary information is provided at the time of initial contact. IRIS – Payment Solutions, Inc. will provide normal support service to the contract customer between the hours of 8:00am and 5:00pm central.
IRIS – Payment Solutions, Inc. generally performs maintenance every day between the hours of 11:00pm and 4:00am CET-Central Europe Time.
IRIS – Payment Solutions, Inc. currently performs weekly full backups and daily incremental with a 30 day retention.
Reasonable Access Policy
This is a shared platform environment. License does not give right to perform intrusion or load testing without prior permission, as it can affect everyone else. Data access and request load must not exceed 20% of allowable maximum monthly. If this limit is regularly exceeded after notices have been sent and not action taken to reduce load or upgrade license, the account may be suspended in order to maintain quality of service to other tenants.
Last Updated March 1st, 2019
Professional Services Terms and Definitions
In addition to the terms defined elsewhere in the Agreement, the following terms as used in this exhibit have the meanings set forth below:
1.1 - “Acceptance Criteria” means, with respect to any Deliverable, the specifications, tests and other acceptance criteria set forth in the applicable Statement of Work describing that Deliverable.
1.2 - “Agreement” means the master agreement that incorporates these terms, including all its attached exhibits, all Statements of Work under the master agreement, and any other documents to which the master agreement applies or that is incorporated by reference in the master agreement, including any written amendments to them.
1.3 - “Company” means the counter-party to the Agreement opposite IRIS – Payment Solutions, Inc..
1.4 - “Deliverable” means any of the various services to be performed and various items to be delivered by IRIS – Payment Solutions, Inc. as described in the applicable Statement of Work.
1.5 - “Milestone Date” means a date, set forth in a Statement of Work, on which IRIS – Payment Solutions, Inc. is required to deliver the applicable Deliverable to the Company.
1.6 - “Milestone Fees” means the fees (exclusive of sales and other taxes) for the development of a Deliverable to be completed under the applicable Statement of Work.
1.7 - “IRIS – Payment Solutions, Inc. Commercial Software” means commercially available software programs licensed by IRIS – Payment Solutions, Inc. in the ordinary course of business including, among other things, the Base Client Software and the MCP.
1.8 - “Specifications” means, with respect to any Deliverable, the functions to be performed by that Deliverable and expressly referenced in the relevant Statement of Work.
1.9 - “Statement of Work” or aka “SOW” means a written document that is mutually acceptable to Company and IRIS – Payment Solutions, Inc.. The Statement of Work may reference other documents for a complete specification of the Deliverables.
1.10 - “Tools” or “Utilities” mean software code or a portion of code that: (a) accelerates the pace of application development or (b) accelerates the data conversion process.
2.1 - Engagement of IRIS – Payment Solutions, Inc.. When Company wishes to retain IRIS – Payment Solutions, Inc. to perform professional services, the parties shall enter into a Statement of Work for the particular project, which SOW will be governed by its terms and the terms of the Agreement. An SOW may be for a fixed fee or based on time and materials, with pricing to be set forth in the SOW or with reference to the standard pricing terms of the Agreement.
2.2 - Statements of Work. Every SOW will be sequentially numbered and will be deemed made under and subject to these professional services terms and the Agreement generally, except to the extent the SOW specifically provides otherwise. IRIS – Payment Solutions, Inc. shall use commercially reasonable efforts to complete each SOW, once that SOW is agreed upon by IRIS – Payment Solutions, Inc. and Company. The Initial SOWs have been agreed and are attached.
2.3 - Time and Materials Work. From time to time, Company may request that IRIS – Payment Solutions, Inc. perform general professional services that are separate from or in addition to services being rendered in connection with a particular Statement of Work. In those cases, Company shall pay IRIS – Payment Solutions, Inc. according to the time and materials expended, and all reasonable expenses incurred, by IRIS – Payment Solutions, Inc.. Fees for IRIS’s time will accrue at the rates set forth in the pricing exhibit to the Agreement. IRIS – Payment Solutions, Inc. shall submit invoices to Company for fees, materials, and expenses, on a monthly basis, and Company shall pay invoices as provided in the Agreement.
2.4 - Change Order Requests. Either IRIS – Payment Solutions, Inc. or Company may initiate a Project Change Request (“PCR”). A PCR may be requested for any reason, for example: (i) a material modification, addition or deletion is required in the services or Deliverables; (ii) a material required task is not identified within one of the specifications; (iii) a task identified in one of the specifications has materially changed or is no longer required; (iv) Company makes a material change to its operating environment; or (v) material modifications are required to the project scope, schedule or implementation plan. All proposed PCRs must be submitted in writing (including by email). Each proposed PCR must specify the nature of the proposed change requested, the reason for the proposed change, and any subsequent impact to schedules, deliverables and cost. A PCR will not be implemented until IRIS – Payment Solutions, Inc. and Company have agreed upon all its terms in writing and the authorized representatives of both parties have signed it.
3.1 - Completing Statements of Work. After agreement on the terms of a Statement of Work, IRIS – Payment Solutions, Inc. shall proceed with the development of the Deliverable in accordance with the timetable and other specifications set forth in that Statement of Work. IRIS – Payment Solutions, Inc. shall commit and utilize those resources, as it reasonably considers necessary to deliver each Deliverable on or before the applicable Milestone Dates.
3.2 - Company Delay. Company acknowledges that any delay by it in providing data, access, or services required by IRIS – Payment Solutions, Inc. to complete a Milestone may require IRIS – Payment Solutions, Inc. to miss the corresponding Milestone Date and re-allocate resources away from Company’s projects. In the event of Company’s delay, IRIS – Payment Solutions, Inc. may delay subsequent Milestones by up to: (i) an equivalent delay if the Company delay is not greater than one week, (ii) one month if the Company delay is more than 5 days but not greater than 2 weeks, or (iii) the same amount as the Company delay plus one month if the Company delay is more than 2 weeks.
3.3 - Use of Third Party Contractors. IRIS – Payment Solutions, Inc. may, from time to time, engage consultants and/or independent contractors to render services in connection with IRIS’s development of the Deliverables; provided, however, that all consultants and independent contractors who perform work in furtherance of that development must execute appropriate documents to ensure that IRIS – Payment Solutions, Inc. can satisfy its obligations to Company with respect to that work, including its confidentiality obligations. IRIS – Payment Solutions, Inc. will at all times have the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by IRIS – Payment Solutions, Inc. unless otherwise provided in the Agreement.
Acceptance of Deliverables
4.1 - Acceptance. IRIS – Payment Solutions, Inc. shall inform Company as it completes each Deliverable that is software (a “Software Deliverable”) or is not software (a “Non-Software Deliverable”). Company shall have seven (7) business days after receipt of a Non-Software Deliverable, and 15 business days after receipt of a Software Deliverable (in either case, that period the “Acceptance Period”) either to (i) accept the Deliverable, or (ii) provide written notice (the “Rejection Notice”) to IRIS – Payment Solutions, Inc. that it rejects that Deliverable because, in the case of a Non-Software Deliverable it fails materially to satisfy the requirements of the Statement of Work under which the Non-Software Deliverable was developed, or in the case of a Software Deliverable because it fails materially to satisfy the Acceptance Criteria for that Software Deliverable.. In any Rejection Notice, the Company shall document in reasonable detail the relevant part of the applicable Statement of Work that the Non-Software Deliverable failed materially to satisfy or, as the case may be, the relevant part of the Acceptance Criteria to which the Software Deliverable failed materially to satisfy.
4.2 - Corrections. IRIS – Payment Solutions, Inc. shall correct any material failure(s) of (a) a Non-Software Deliverable to comply with the applicable Statement of Work and/or (b) of a Software Deliverable to satisfy the Acceptance Criteria that both: (i) are documented in a Rejection Notice provided by Company and (ii) are reproducible or confirmed by IRIS – Payment Solutions, Inc.. IRIS – Payment Solutions, Inc. shall deliver the corrected Deliverable to Company within 15 calendar days after receiving the Rejection Notice. Upon re-delivery of the Deliverable, Company will have an additional Acceptance Period to establish that the corrected Deliverable conforms to the applicable Statement of Work or Acceptance Criteria (as the case may be). After redelivery, Company shall within that additional Acceptance Period either accept the Deliverable or provide a Rejection Notice to IRIS – Payment Solutions, Inc. of any continuing failure(s) to materially satisfy applicable criteria. This acceptance/rejection/correction process will be repeated until all material failures have been corrected by IRIS – Payment Solutions, Inc. and Company has accepted the Deliverable; provided, however, that if, after two (2) or more Acceptance Periods IRIS – Payment Solutions, Inc. is unable to correct material failure(s) to satisfy the Statement of Work or Acceptance Criteria, Company may reject the Deliverable. In that case, Company may return that rejected Deliverable, including any copies of it, and the related Documentation, including any copies of it, to IRIS – Payment Solutions, Inc.. Unless the parties otherwise agree in writing, after returning the Deliverable and Documentation, Company will be under no obligation to remit any further Milestone Fees, and IRIS – Payment Solutions, Inc. shall provide Company with a full refund of all progress payments made, for that Deliverable and any associated Services as of that date, and IRIS – Payment Solutions, Inc. shall be under no obligation to continue to produce Deliverables under the Statement of Work for which the rejected Deliverable was produced.
4.3 - Deemed Acceptance. Notwithstanding anything to the contrary in this Section 4, a Deliverable will be deemed accepted and the associated Milestone Fee shall be due immediately if either (i) Company or the End User deploys that Deliverable into commercial production; or (ii) IRIS – Payment Solutions, Inc. receives no Rejection Notice within the relevant Acceptance Period.
Price. Except as otherwise provided in Section 2.3 “Time and Materials Work,” or as otherwise provided in the Agreement, Company shall pay the Milestone Fees to IRIS – Payment Solutions, Inc. according to the payment schedule set forth in the applicable Statement of Work. Company shall reimburse IRIS – Payment Solutions, Inc. for all approved travel and related expenses, as well as all material direct telecommunications expenses unless otherwise stated in a Statement of Work.
Rights to Deliverables
6.1 - Techniques and Tools. Company acknowledges that IRIS – Payment Solutions, Inc. is in the business of developing software applications for a variety of platforms and environments. In addition to the other rights IRIS – Payment Solutions, Inc. retains under the Agreement, nothing in the Agreement will be deemed to transfer ownership of methodology, or other intellectual property of IRIS – Payment Solutions, Inc. or limit in any way IRIS’s ownership or right to use the methodologies or design concepts, techniques, knowledge or know-how resulting from IRIS’s performance of the work contemplated by, or employed or produced under, any Statement of Work. Further, IRIS – Payment Solutions, Inc. hereby retains all rights, including all intellectual property rights, in any Tools or Utilities developed by or on behalf of IRIS – Payment Solutions, Inc. in whatever form under a Statement of Work for Company. Upon acceptance of the applicable Deliverable, IRIS – Payment Solutions, Inc. will be deemed to have granted to Company a worldwide, nonexclusive, nontransferable, royalty-free, internal use object code license to use those Tools and/or Utilities for so long as Company is entitled to use the associated Deliverables under the Agreement.
6.2 - Non-Exclusivity. Company acknowledges that IRIS – Payment Solutions, Inc. may perform similar services to those it performs for Company for Company’s competitors, and in doing so may use the same personnel and, subject to its confidentiality obligations, may review all documents and usability tests developed or used under the Agreement.
6.3 - Rights to Deliverables. Upon Acceptance and payment of the applicable fees therefor, IRIS – Payment Solutions, Inc. shall be deemed to have granted to Company a non-exclusive, non-transferable, worldwide right and license to use all Deliverables under a Statement of Work with the IRIS – Payment Solutions, Inc. Software, for as long as Company is entitled to make use of the associated IRIS – Payment Solutions, Inc. Software. Notwithstanding the foregoing, IRIS – Payment Solutions, Inc. retains all rights, including all intellectual property rights throughout the world, in those Deliverables, software, or other related features or deliverables developed under a Statement of Work, or other enhancements to any IRIS – Payment Solutions, Inc. Commercial Software that results directly or indirectly from the work contemplated hereunder.
6.4 - Pre-Existing Software. Each of IRIS – Payment Solutions, Inc. and Company acknowledge and agree that a Deliverable may incorporate Pre-Existing Software (as defined below). IRIS – Payment Solutions, Inc. hereby grants to Company a non-exclusive, worldwide, fully-paid up, non-transferable license to use that Pre-Existing Software (to the extent incorporated into the Deliverable) as necessary or appropriate to Company’s enjoyment of its rights with respect to the Deliverables, provided that IRIS – Payment Solutions, Inc. retains all ownership rights and title (including, without limitation, all copyrights, trade secret rights and other intellectual property rights throughout the world) in Pre-Existing Software. The term “Pre-Existing Software” means all software developed by IRIS – Payment Solutions, Inc., whose development pre-dates the effective date of the Agreement. Pre-Existing Software does not include any IRIS – Payment Solutions, Inc. Commercial Software; licensing terms for IRIS – Payment Solutions, Inc. Commercial Software are only those provided elsewhere in the Agreement.
6.5 - Trademarks. The Company acknowledges that IRIS – Payment Solutions, Inc. owns, and will continue to own, all rights in the trademarks “IRIS’XXX’®” and numerous others, and others it may acquire or develop. Company shall do nothing inconsistent with IRIS’s trademark ownership, and acknowledges that all permitted uses of IRIS’s trademarks by the Company will inure to the benefit of Mozido.
Limited Warranty; Disclaimer
7.1 – Provisions. The following provisions of this section 7 supersede any conflicting provisions elsewhere in the Agreement with respect to any Services and Deliverables governed by any Statement of Work.
7.2 - Limited Warranty. IRIS – Payment Solutions, Inc. warrants that for a period of 30 days after the relevant Milestone Date (the “Warranty Period”), each Deliverable will, when properly used, conform in all material respects to the relevant Specifications. This warranty is made only to the Company and IRIS – Payment Solutions, Inc. has no liability to any non-party with respect to any Deliverable as a result of IRIS’s warranty. IRIS – Payment Solutions, Inc. will have no obligation to the Company under this warranty, or in tort or otherwise, if (i) the Deliverable is used in connection with any computer equipment or network facility that is not expressly contemplated by the applicable Statement of Work, (ii) the Deliverable has been modified by any party other than IRIS – Payment Solutions, Inc.; or (iii) the failure of the Deliverable to conform to its Specifications is attributable to causes that are not the responsibility of IRIS – Payment Solutions, Inc..
7.3 - Exclusive Remedy. IRIS’s sole obligation under the warranty provided in Section 7.2 is to use commercially reasonable efforts to provide materials and services to correct the performance of the Deliverable in response to written reports of non-conformity that are received by IRIS – Payment Solutions, Inc. prior to the expiration of the relevant Warranty Period. When providing written notice of non-conformity, the Company shall provide IRIS – Payment Solutions, Inc. with a documented example of non-conformity or error. If, after the expiration of the Warranty Period, the Company requires materials or services for any Deliverable, the parties shall negotiate a separate support and maintenance agreement for the provision of those materials or services.
7.4 - Non-Warranty Service During the Warranty Period. In the event the Company requires, and IRIS – Payment Solutions, Inc. agrees to provide, materials or services for the Deliverables for problems encountered by the Company that are outside of the scope of the performance warranty provided in Section 7.2, IRIS – Payment Solutions, Inc. shall invoice the Company for IRIS’s time, materials used, travel expenses, and any other reasonable expenses incurred by IRIS – Payment Solutions, Inc. in providing those materials and services, and the Company shall pay IRIS – Payment Solutions, Inc. the full amount of the invoice in accordance with the payment provisions of the Agreement.
7.5 - Disclaimer. The provisions of section 7.3 state customer’s sole remedy and IRIS’s sole obligation to customer for breach of warranty. Except for the express warranties stated in this section 7, to the maximum extent permitted by applicable law, IRIS – Payment Solutions, Inc. makes no additional warranty, express or implied, statutory or otherwise, as to any matter whatsoever. IRIS – Payment Solutions, Inc. hereby disclaims all warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights.
Limitation of Liability
Notwithstanding anything to the contrary elsewhere in the Agreement, with respect to all matters arising in connection with any Statement of Work, IRIS’s liability to Company and its officers, agents, customers and employees for any claim, regardless of the form of action (including actions for breach of contract, tort, strict liability, rescission or breach of warranty) will not exceed the aggregate fees actually paid to IRIS – Payment Solutions, Inc. under the Statement of Work with respect to which the claim arose. IRIS’s limitation of liability is cumulative with all Company’s payments being aggregated to determine satisfaction of the limit. The existence of more than one claim will not enlarge or extend the limit.
Without the prior written consent of IRIS – Payment Solutions, Inc., Company shall not recruit or hire any employee or individual contractor of IRIS – Payment Solutions, Inc. who is or has been assigned to perform any services under these terms, either during the term of the Agreement or any Statement of Work and for one (1) year following the completion or termination of the Agreement or any Statement of Work (unless that employee or contractor had previously left the service of IRIS – Payment Solutions, Inc. other than in violation of this sentence). The parties acknowledge the delays, expense and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by IRIS – Payment Solutions, Inc. for breach of this Article. Accordingly, if Company breaches this section, Company shall pay IRIS – Payment Solutions, Inc., as liquidated damages (but not as a penalty), an amount equal to the individual’s annual (or annualized if appropriate) compensation from IRIS at the time of termination of the individual’s business relationship with IRIS. IRIS – Payment Solutions, Inc. will provide Company an invoice for the amount due as a result of that breach, which shall be payable in accordance with the Agreement.
Last Updated March 1st 2019
Trademark Usage Guidelines
The trademarks of IRIS – Payment Solutions, Inc. are used in connection with products and services worldwide to signify the quality and excellence for which IRIS is known. IRIS – Payment Solutions, Inc. has obtained valuable rights through proper and continuous use of its trademarks. Adherence to the following usage guidelines will help to maintain the integrity of our brands and preserve their value.
What is a trademark?
A trademark is a word, name, symbol, device, design or phrase adopted and used by IRIS to identify its goods and services and to distinguish them from the goods and services of others. Trademarks, otherwise known as brands, are usually marked with either a ™ or an ® symbol (a ™ designates an unregistered trademark and an ® designates a registered trademark). View the IRIS – Payment Solutions, Inc. Trademark List. While these lists generally refer to trademarks used in the United States, some trademarks may also be used and registered internationally.
Referential Trademark Usage
You may use IRIS trademarks to refer to IRIS products in marketing and promotional literature, print materials and other media provided that:
• You adhere to these trademark usage guidelines
• You do not disparage IRIS or iris”XXX” (products and services)
• You do not imply a relationship or association with Mozido that does not exist
• You use appropriate notice on all trademarks and a footnote indicating that the trademark(s) is owned by IRIS – Payment Solutions, Inc.
General Trademark Usage Guidelines
Use appropriate markings. Always designate the trademark with the appropriate ™ or ® symbol. Also, the first usage or most prominent usage of a IRIS product name should be preceded by the IRIS master brand in the same type size, font and color and used on the same line
Use IRIS trademarks as adjectives. A trademark is an adjective that modifies a noun. Always use IRIS trademarks as adjectives that describe the generic product.
Attribute ownership of IRIS trademarks to IRIS– Payment Solutions, Inc.. When you refer to a IRIS trademark, please include a notice of trademark attribution where appropriate on all labeling, print collateral or other media (e.g. iris”XXX” and iris”XXX” Logo are trademarks of IRIS – Payment Solutions, Inc.)
Logos. You may not use any IRIS – Payment Solutions, Inc. logos without a trademark license from IRIS – Payment Solutions, Inc.. All usage of trademark logos shall be pursuant to these guidelines and any other guidelines applicable to that particular logo. Please contact IRIS – Payment Solutions, Inc. if you are interested in a license to use a IRIS – Payment Solutions, Inc. logo or you require further guidance on proper trademark usage.
IRIS – Payment Solution® ™
Last Updated March 1st, 2019