master services agreement
THIS MASTER SERVICES AGREEMENT (“MSA”) SETS FORTH THE STANDARD TERMS APPLICABLE TO ALL SERVICES PROVIDED BY LITHIUM TECHNOLOGIES, INC. (“LITHIUM”). YOU SHOULD CAREFULLY READ THE TERMS OF THE MSA BEFORE SIGNING A SERVICE ORDER. BY SIGNING A SERVICE ORDER, YOU (“CUSTOMER”) CONFIRM THAT YOU HAVE READ AND ACCEPT THIS MSA. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS YOU MAY REFERENCE OR PROVIDE, LITHIUM’S OFFER OR ACCEPTANCE (AS APPLICABLE) TO ENTER INTO AN AGREEMENT WITH YOU WITH RESPECT TO LITHIUM APPLICATIONS AND SERVICES IS EXPRESSLY LIMITED TO THIS MSA AND CONDITIONED ON YOUR ASSENT HERETO.
1.1 "Applications" mean the software applications provided by Lithium hereunder, inclusive of any CRs, along with applicable documentation and programming and user interfaces (other than Customer Interface Elements), whether or not hosted by Lithium.
1.2 "Contract Volume" or "Usage Limit" means the maximum number of relevant units of service volume, as specified in the applicable Service Order.
1.3 "Content" means the data, information and materials processed and/or stored by the Applications hereunder (including Protected Data), other than information and materials provided by Lithium.
1.4 "Customer Interface Elements" means any Customer provided software or other materials inserted in or added to the Application’s user interface including (i) header, footer, left and/or right sidebars and (ii) text, graphic files, and cascading style sheets.
1.5 "Change Request" or "CR" means a Customer request for Applications customization by Lithium, and the work product thereof.
1.6 "include/including" means include but not limited to / including without limitation.
1.7 "Subscription Duration" shall be specified in the applicable Service Order, and starts on the Subscription Start Date as defined in the SOW.
1.8 "Service Order" means the order issued by Customer for Applications and Services, on Lithium's form ("SO"), subject to the terms and conditions set forth in this MSA.
1.9 "Subscription Start Date" shall be defined in the applicable SOW.
1.10 "Services" means, as applicable, the (i) hosting services for delivery and storage of the Applications and Content Hosting Services, and/or (ii) professional services as specified in a CR or SO, such as moderation or analytics, if any Professional Services.
1.11 "SOW" means a statement of work attached to a Service Order.
2.1 Hosting Service. Lithium shall host the Applications listed in the Service Order, in compliance with the service level agreement (attached hereto as Appendix 1, "SLA"), during the Subscription Duration and any renewals thereof.
2.2 Customer Duties. Customer shall manage the Content and administer the Applications using the interfaces thereof in a lawful manner and without infringing the rights of any person, including intellectual property and privacy rights. Customer shall provide Lithium with all information, access, and full good faith cooperation reasonably necessary to facilitate the provision of the Services, and, without limiting the generality of the foregoing, shall perform any obligation identified in a Service Order or SOW as Customer’s responsibility. If Customer delays or fails to perform any of the foregoing, Lithium’s obligations shall be excused to the extent and/or for the duration such obligations are dependent upon such Customer performance.
3 Ownership. Grant of Rights
3.1 No Intellectual Property Assignment or Implied Licenses. The parties acknowledge and agree that no ownership interest in intellectual property or other rights is assigned or otherwise transferred under this MSA, and disclaim any and all implied licenses. Except for the licenses expressly granted in this Section 3 and Section 5, as between the parties, Customer retains all rights, title and interest in the Content and Customer Interface Elements, and Lithium retains all rights, title and interest in the Applications and Services, including any intellectual property rights therein or thereto.
3.2 Content and Customer Interface Elements. Subject to the terms and conditions of this MSA, and solely for purposes of Lithium’s performance hereunder, Customer grants to Lithium a temporary, limited, non-exclusive, world-wide, royalty-free license to copy, create derivative works, and display Customer Interface Elements and Content. Lithium shall use the Customer Interface Elements, Content and Protected Data strictly as necessary to carry out its obligations hereunder, and for no other purpose whatsoever.
3.3 Applications. Subject to the terms and conditions of this MSA, Lithium grants to Customer, a temporary, limited, non-exclusive, non-transferable, world-wide use license to use the administration, Content management, and end user interfaces of the Applications listed in the applicable Service Order.
4 Payment of fees.
During the term of this MSA, Customer shall pay Lithium the fees set forth in the applicable Service Order. Launch, Setup, Professional Services and other non-recurring fees shall be invoiced when such Services are requested. Recurring fees for the first year of the initial Subscription Duration of a valid Service Order shall be invoiced upon execution of such Service Order. Subsequent recurring fees shall be invoiced 30 days prior to the start of the following annual period. All payments to Lithium shall be due net 30 days from date of invoice. Invoices for Professional Services shall include reasonable expenses provided that they are pre-approved by Customer. Non-payment or late payment of undisputed fees is a material breach of this MSA. If past due more than 30 days and notified of past due status, Customer shall pay interest on the overdue balance at the rate of 1% per month or the maximum permitted by law, whichever is less, plus all expenses of collection. All taxes and other governmental charges (except for income taxes), if any, imposed on Customer payments hereunder shall be deemed to be in addition to the fees charged, and borne solely by Customer. In the event of a conflict in terms between this Section 4 and an applicable Service Order, the applicable terms of such Service Order shall prevail.
Each page served by the Applications will contain a link identified by the Lithium logo and trademark similar to equivalent Lithium deployments. Lithium may use Customer’s name and logo on Customer’s Applications deployment and identify Customer as a Lithium customer. Subject to Customer’s prior approval, Lithium may issue a press release and case study about Customer’s selection and use of the Application(s) and Service(s).
6 Term and termination
6.1 Term and termination of the MSA. This MSA may be terminated for convenience by either party upon 90 days’ prior written notice to the other, except that it shall remain in effect past such termination for the remaining term of any Service Order already in effect at the time of the notice.
6.2 Term of a Service Order. The initial term of a Service Order shall start on its Subscription Start Date, as indicated in such Service Order, and ends on the last day of its Subscription Duration. A Service Order shall automatically renew for subsequent terms equal to the Subscription Duration unless either party notifies the other in writing of its intent not to renew at least 90 days prior to the expiration of the then current term.
6.3 Termination for breach. Either party may immediately terminate this MSA and all Service Orders for material breach of this MSA by the other party if such breach is not cured within 30 days after written notice thereof. Either party may immediately terminate a Service Order for material breach by the other party of the specific terms of such Service Order if such breach is not cured within 30 days after written notice thereof.
6.4 Termination for insolvency. Either party may terminate this MSA and all Service Orders upon notice to the other if the other party ceases to conduct business in the ordinary course without a successor.
6.5 Consequences of termination. Immediately upon termination, the license grants to either party shall immediately terminate; each party shall destroy or return to the other party any and all Confidential Information received from the other party; Customer shall cease to use the Applications and Lithium shall cease hosting the Applications. If only one or more Service Orders are terminated but the MSA and other Service Orders remain in effect, the foregoing shall only apply with respect to the Service Order(s) being terminated. Fees for partial completion of Engineering Services shall be due within 30 days, prorated to the number of hours expended or the milestones reached. Termination shall not relieve Customer’s obligation to pay all undisputed charges accrued before the effective date of termination. The parties' rights and obligations under this Section 6, and under Sections 3.1 (No IP Assignment), 3.4 (Restrictions), Section 8 (Indemnification), 9 (Limitation of liability), 10 (Confidentiality), 15 (Governing law and jurisdiction), 16 (Arbitration) and 17 (General provisions) shall survive.
6.6 Transition Assistance. Within 14 days after a termination notice, the parties shall discuss the transfer of Content. All Customer Confidential Information and Content shall be provided by Lithium to Customer in standard industry format (XML or equivalent) free of cost on a mutually agreed schedule. Lithium shall provide additional reasonable assistance for Customer’s transition from its hosted environment, at Lithium’s standard Professional Services rate as agreed by the parties.
7 Limited warranties
7.1 Non-Infringement. Lithium warrants to Customer that it can grant the rights set forth in Section 3.3 with respect to the Applications. In the event any Application is held or believed by Lithium to infringe or misappropriate the intellectual property rights of a third party, or its provision is enjoined, Lithium will have the option, at its expense, to (a) modify the Application, without materially degrading performance, so that it no longer infringes or misappropriates, (b) obtain for Customer the right to continue accessing the appropriate interfaces of the Application, (c) substitute the Application with another, substantially comparable application, or (d) if none of the foregoing remedies are commercially feasible, terminate the Hosting Service for such Application and refund Customer any recurring fees prepaid for that portion not yet provided. Together with Section 8.1 (Indemnification), this section states Lithium’s entire liability and Customer’s exclusive remedy for infringement and misappropriation.
7.2 Hosting and Professional Services. Lithium warrants to Customer that its Hosting Service will substantially perform according to the SLA and relevant specifications set forth in the applicable online documentation and that the Professional Services work product shall substantially conform to the applicable CR or SOW. If, after the Subscription Start Date, an Application fails to substantially perform according to specifications and Customer timely notifies Lithium of such failure, Lithium shall promptly modify the Applications to conform, or shall refund or credit Customer the fees paid for such Application for the duration of such failure, prorated to reflect the number and importance of the failed or materially underperforming functionality relative to the total set of functions, options and configurations provided by the Applications. Lithium’s entire liability and Customer’s sole remedy for any downtime are the credits specified in the SLA and, for repeated material failures, the ability to terminate pursuant to Section 6. Regarding Professional Services, if Customer rejects a CR and Lithium is not able to cure per the SOW, Lithium shall fully refund the amounts received for such CR. This section states Lithium’s entire liability and Customer’s sole remedy for any Hosting or Professional Services performance failures.
7.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION 7, LITHIUM MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LITHIUM DOES NOT WARRANT THAT THE APPLICATIONS OR SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. Customer acknowledges that the architecture and the security algorithms implemented by the Applications and Hosting Service have inherent limitations and Customer is solely responsible for determining that the Applications and the Services reasonably meet Customer’s functionality, security, confidentiality and operational needs.
8.1 Indemnification by Lithium. Lithium shall indemnify Customer as specified in Section 8.3 for any claim that the Applications, used within the scope of this MSA in accordance with the applicable documentation, infringe a U.S. copyright or patent or misappropriate a trade secret, except to the extent such claim is based on CRs or other specifications provided by Customer, or on Customer Interface Elements or Content.
8.2 Indemnification by Customer. Customer shall indemnify Lithium as specified in Section 8.3 for any claim (i) alleging Customer’s use of Applications in an unlawful manner or in a manner inconsistent with the terms of this MSA, including Section 3.4 (Restrictions) or (ii) arising from or involving Content or Customer Interface Elements.
8.3 Scope and conditions of indemnification. The indemnifying party shall defend at its expense the other party and its officers, directors, stockholders, employees, agents and affiliates, subsidiaries, successors and assigns against any third party claims, actions or demands, to the extent arising from a cause specified in Sections 8.1 or 8.2, respectively, and shall pay any resulting final judgment or arbitral award or any agreed to settlement. The indemnification obligations hereunder are subject to the following conditions to the extent failure to meet these conditions would be materially detrimental to the indemnifying party: (i) prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed; (ii) complete control of the defense and settlement thereof by the indemnifying party; and (iii) such reasonable cooperation by the indemnified party in the defense as the indemnifying party may request.
9 LIMITATION OF LIABILITY.
EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 3.4 (RESTRICTIONS), 4 (PAYMENT OF FEES), 8 (INDEMNIFICATION) AND 10 (CONFIDENTIALITY), OR FROM PERSONAL INJURY OR PHYSICAL DAMAGE, NEITHER PARTY’S LIABILITY HEREUNDER SHALL EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICE IMPLICATED DURING THE 12 MONTHS PRIOR TO THE EVENT TRIGGERING SUCH LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR COVER DAMAGES INCURRED BY THE OTHER PARTY OR BY ANY THIRD PARTY, INCLUDING DAMAGES BASED ON LOSS OF PROFITS, REVENUE, DATA, SERVICE OR USE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK AND AN IMPORTANT CONSIDERATION IN DETERMINING THE FEES PAYABLE HEREUNDER.
10.1 Confidential Information. “Confidential Information” means information, disclosed by a party to the other in connection to this MSA, which is either marked confidential or disclosed in circumstances in which a reasonable person would consider the information to be confidential. Without limiting the generality of the foregoing, the terms of this MSA, Protected Data, Applications, Services, the present or future functionality of the Applications, and all technical information underlying such functionality are Confidential Information. Confidential Information does not include information that the receiving party can demonstrate (i) was in receiving party’s possession before receipt from the disclosing party, (ii) is or becomes publicly available other than through a breach of this MSA, or (iii) is rightfully received from a third party without a duty of confidentiality. If Confidential Information is required to be disclosed pursuant to applicable law, regulation or court order, the receiving party must provides prompt advance notice thereof to enable the disclosing party to seek a protective order or otherwise prevent such disclosure.
10.2 Protection of Confidential Information. The receiving party shall use the same degree of care as it uses to protect its own confidential information of a like nature, but no less than a reasonable degree of care, to prevent (a) use of the disclosing party’s Confidential Information for any purpose other than to carry out the terms of this MSA, and (b) disclosure of such Confidential Information to any person or party other than those who need to know such Confidential Information to carry out the terms of this MSA and who are bound by written confidentiality agreements, except in accordance to this MSA. This MSA may be disclosed in confidence to legal counsel or other professional advisors with a need to know in the context of a merger, financing or similar transaction or for securities or other regulatory filings. Each party acknowledges that unauthorized disclosure of the other party’s Confidential Information would cause irreparable harm to the other party, and would entitle the other party to seek injunctive relief upon disclosure or threatened disclosure, without a requirement to prove irreparable harm or the posting of a bond.
11 Protected Data.
Customer acknowledges that the Applications are designed and the Services are provided for purposes of sharing information and enabling public communications with and among end users, and not for the storage, management or processing of personally identifiable or other confidential information. As an exception, if so specified in the Service Order, Lithium will agree to protect the confidentiality of email addresses collected by Lithium from end users as part of such end users’ registration or account updates (“Protected Data”) by taking the security measures specified in the SLA provided that Customer utilizes an SSO environment and deploys Lithium’s Privacy Guard encryption service. If so, Lithium will comply with the principles of the Data Protection Directive 95/46/EC and the Telecoms Data Protection Directive 97/66/EC as amended and any successor legislation, with respect to Protected Data, to the extent these directives apply to “data processors” in general, and to Lithium in particular. Customer acknowledges that Lithium shall not be responsible for the protection of personally identifiable information processed or stored by the Applications that is not Protected Data. Customer shall be solely responsible for any failure of the Applications, including without limitation any security breach thereof, that results from Customer’s actions or omissions with respect to systems or processes under Customer’s control.
12 Aggregated Data.
Customer acknowledges that Lithium may compile Content and usage information that has been stripped of all personally identifiable information and may use, both during and after the effectiveness of this MSA, such aggregated data to determine and report Applications and Services usage patterns by customers and end users generally, provided that such use shall not identify Customer or any of the end users.
13 SAS 70 Compliance.
Lithium shall, upon request, provide Customer a valid ISO 27001 certificate or SAS 70 –Type II report covering the Services.
Lithium shall maintain at all times during the term of this Agreement, at its own expense, the following minimum policies with insurance companies rated “A” or better by AM Best: (i) statutory workers compensation insurance in the states or jurisdictions in which its employees are located, with coverage limits no less than statutorily required; (ii) commercial general liability insurance with coverage limits for bodily injury and property damage liability of at least $1,000,000 for each occurrence, and at least $2,000,000 general aggregate, with umbrella liability coverage of $4,000,000 per occurrence. When required by contract, such coverage shall be primary and non-contributory, shall include premises/operations liability, independent contractor’s liability, and broad form contractual liability; (iii) errors and omissions liability insurance with coverage limits of $5,000,000 per occurrence, with excess coverage of $5,000,000 per claim and $5,000,000 aggregate subject to $75,000 deductible; (iv) CyberLiability Plus Program insurance with coverage limit of $5,000,000 per claim and $5,000,000 total limit of coverage for development and online services; (v) employer’s liability insurance as part of Lithium’s umbrella policy with coverage limits of at least $1,000,000 (a) for each accident and (b) for each employee for occupational disease. This coverage is afforded in Lithium’s master workers’ compensation program; (vi) business automobile liability insurance with a single limit of at least $1,000,000 per occurrence for bodily injury and property damage liability. Such automobile insurance does not cover independent contractors.
15 Governing law and jurisdiction.
This MSA shall be governed by the laws of California without regard to its conflict of law principles. All disputes arising from or in connection with this MSA which have not been settled amicably in good faith by the parties within 15 days after notice of such dispute may be brought by a party only in the state or federal courts for the headquarters or principal place of business of the non-moving party, provided the non-moving party is a US entity, except that either party may apply to any court of competent jurisdiction for immediate injunctive relief regardless of party nationality. The losing party in any dispute shall pay all court costs, expenses and reasonable attorneys' fees of the prevailing party.
16 Binding Arbitration.
Notwithstanding Section 15, and provided no claim has been properly filed already in accordance with Section 15 with respect to the same dispute, IF CUSTOMER IS A NON-US ENTITY, EITHER PARTY MAY, instead of filing its claim with a court as set forth in Section 15, following a good faith attempt at amicable resolution, SUBMIT ANY DISPUTE HEREUNDER FOR ARBITRATION under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The other party will thereafter submit to and cooperate in such arbitration as the sole resolution mechanism for the dispute. The place of arbitration shall be one of the following cities, which is the closest to an equally convenient location for both parties: San Francisco, New York, Honolulu, London, Geneva, Singapore, Hong Kong, or Sao Paulo. The language of the arbitration shall be English and the AWARD SHALL BE FINAL AND BINDING ON THE PARTIES, and each party hereby waives to the fullest extent permitted by law any right it may otherwise have under the laws of any jurisdiction to any form of appeal.
17 General provisions.
The parties are independent contractors. This MSA, together with the SLA, SOW and Service Orders, contains the entire agreement of the parties and supersedes any prior or present understanding or communications regarding its subject matter, and may only be amended in writing. In the event any provision of this MSA is held by a court of law or other governmental agency to be void or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions shall remain in full force and effect. Neither party shall assign any of its rights or obligations hereunder without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign its rights and obligations hereunder pursuant to a merger, consolidation or sale of substantially all of its assets related to this MSA, provided it promptly notifies the non-assigning party in writing of the assignment and the assignee agrees in writing to be bound by the terms of this MSA. This MSA shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither party shall be deemed to be in breach of this MSA for any failure or delay in performance caused by reasons beyond its reasonable control, including acts of God, war, terrorism, strikes, failure of suppliers, fires, floods, earthquakes or other force majeure.
Appendix 1: Service Level Agreement
“Down Time” means time when a failure impairs or prevents the initiation of new user requests for Lithium service and continued use of the service is not available to at least 50% of Customer’s End Users, or when Lithium’s Performance goals are not achieved.
“Covered Down Time” means Down Time, as measured by Lithium’s primary operational monitoring harness, which is not caused by Force Majeure or by Customer’s actions, and which is not scheduled Down Time. While Lithium will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Covered Down Time does not include any reasonably unforeseeable interruption or degradation in service due to actions or inactions caused by third parties.
“Force majeure” means a cause of delay or failure to perform beyond a party‘s reasonable control, which such party is unable to overcome by exercise of reasonable diligence, including acts of God, war, terrorism, strikes, failures of suppliers, fires, floods or earthquakes.
“Firewall” means a set of related programs that protects the resources of a private network from users from other networks.
Co-location facility. Lithium will host the Content and Applications at a co-location facility whose services include secure data centers, redundant bandwidth peering, redundant power with backup generators, and temperature control systems.
Physical security. Lithium will control physical access to operations servers through personal identification of each person requesting access, need to know, and pre-authorization lists.
24x7 monitoring. Lithium will monitor and maintain the Applications from its 24x7 Networks Operations Center for all of the systems within Lithium’s control required to maintain the Applications, including the monitoring of hardware, system utilization, storage utilization, network utilization, and certain application-level criteria. Lithium will maintain a primary, local, in-network monitoring harness, and a secondary, out-of-network monitoring harness as an alternate standby. Lithium will provide Customer with 24x7 emergency contact channels for Severity 1 incident reporting.
Response to service incidents. Lithium will respond within 15 minutes to a Severity 1 incident report. A “Severity 1” incident means an event relating to complete production service outage, severe performance degradation or a major security risk resulting in Covered Down Time.
100% uptime. Credits and Material Breach. Subject to the provisions of this SLA, Lithium shall provide 100% uptime. Customer will be entitled to 2 minutes of service credit for each full minute of Covered Down Time, with a minimum of 1 hour of service credit per incident. For Covered Down Time in excess of 60 minutes within a given calendar day, customer will be entitled to 1 day of service credit for each such calendar day. Credits shall be calculated by dividing the actual amount billed to Customer for the month in which Covered Down Time occurred by the number of minutes in that month. Covered Down Time in excess of 8 hours in any calendar month shall constitute monthly covered down time (“Monthly Covered Down Time”). 3 events of Monthly Covered Down Time in any consecutive 6 month period shall constitute material breach and Customer shall have the right to terminate the MSA and all SOWs upon 5 days written notice to Lithium.
Appropriate resources. Lithium will commit appropriate resources to resolve any Down Time in a timely manner, and to alleviate a Severity 1 incident within 60 minutes of notification.
Scheduled Down Time. Lithium will schedule Down Time with at least 3 days notice to the Customer. Such Down Time shall be reasonably scheduled during typically minimal traffic hours and days for Customer. However, Lithium may schedule Down Time at any time of the day with shorter or no notice if Lithium reasonably determines that a failure to act immediately would lead to significant harm to either Lithium or Customer. Lithium also reserves 15 minutes per weekday and 1 hour per weekend at times of minimal traffic for regular site maintenance that shall require no notification.
Performance. Lithium will provide first-byte response times under 1,000 ms for the average page calculated as a calendar month, and will provide below 500 ms average latency for all pages. Latency is measured for first byte from a point within the same physical network, and excludes computationally intensive pages such as search, real-time statistics, or auto-archived message pages. Lithium will serve at least 99% of Pageview requests (if applicable, as defined in the Service Order) received in each calendar month.
Contract volume. Lithium’s SLA shall apply to Customer as long as simultaneously (i) Customer meets its payment obligations, (ii) Customer volume remains under Contract Volume when calculated as a calendar month average, and (iii) Customer peak volume remains below twice (2x) Contract Volume. However, Lithium will make commercially reasonable efforts to maintain SLA requirements within Customer’s existing provisioning in all circumstances.
Redundancy. Lithium will deploy all critical systems with N+1 active redundancy when architecturally possible and with hot or warm standbys where such redundancy is not possible.
Network and application security. Lithium will surround Content with redundant Firewalls, and will monitor access points and internal networks with intrusion detection infrastructure.
Unauthorized third parties. Lithium will not intentionally assist unauthorized third parties in gaining access to Content.
Rollback. Lithium will keep at least one level of rollback to allow undoing any patch, update, or upgrade deployed by Lithium.
Customer service. Lithium will provide Customer service via e-mail and customer portal during regular business hours (6am to 6pm Pacitic Time and 9am to 5pm Central European Time, Monday through Friday, excluding published public and company holidays) for non-emergency queries that do not result in Severity 1 incidents. Phone support is available to Customers under the Premium Support contract.
Emergency power. Lithium will protect all core systems with emergency power via the combination of battery backup and power generators with at least one week of fuel capacity and access to additional resources and refueling priority. The transition to backup generator power is instantaneous and covered by battery power.
Backups. Lithium will conduct daily incremental backups and weekly offsite backups of all community data, including community postings data and community configuration data.
Disaster recovery. Lithium shall maintain disaster recovery plans for generally expected disaster profiles, and shall execute such plans with its best efforts under the circumstances and in a timely manner upon the occurrence of a disaster event.
Credit request. To receive any of the credits described in this Appendix, Customer must notify Lithium no later than 30 calendar days from the time Customer becomes eligible to receive such credits.
Reporting. Upon Customer request, Lithium will provide monthly service availability reports. Additionally, Customer may also request and will receive Root Cause Analysis reports for Covered Downtime as defined in this Service Level Agreement.