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Ariba Service Level Program (SLP 02 September 2009)

Ariba Service Level Program (SLP 02 September 2009)

  • Solution Accessibility Warranty
  • Security
  • Miscellaneous

Solution Accessibility Warranty

a.   Applicability. The Solution Accessibility Warranty applies to the applicable Solution. "Solution" means and includes the following products if transacted for and paid for by Customer (or "You"), as identified on a contract between You and Ariba: (i) the Ariba NetworkTM product, (ii) the Site as part of an OnDemand Solution Package (previously called "Application Services" or "Online Services"), and (iii) Ariba Hosting Service(s).
b.   Warranty.
i. Percentage. The Solution will be accessible 99.5% percent of the time, seven days a week, twenty-four hours per day, as calculated over a calendar month (the "Solution Accessibility Warranty").
ii.

Remedy for Non-Compliance. If the Solution fails to meet the Solution Accessibility Warranty, Ariba will issue to Customer's account the number of Total Credit Units resulting from application of the formula below. Customer may use the Credit Units towards any future purchases of Ariba support services, Ariba Hosting Services, the Site or Ariba Network.

  • (A) Calculation. The number of Total Credit Units is calculated as follows:

    Total Credit Units = [Inaccessibility Period (in hours) ÷ 8760 hours] X Annual Subscription Fees actually paid (for the individual applicable Solution).

    "Inaccessibility Period" means the period of time that the Solution failed to meet the Solution Accessibility Warranty.

    "Credit Unit". A Credit Unit is a representation of a unit of currency, in the same currency as Customer paid Ariba for the applicable Solution, such as Euros, U.S. Dollars or otherwise. One Credit Unit is equal to one unit of currency. For example, if Customer paid in U.S. Dollars, one Credit Unit would equal $1.00 USD.

    "Annualized Period" means a twelve month period commencing on the anniversary date of Customer's subscription to the applicable Solution. For example, if Customer transacts for a two year subscription to a Solution starting on January 1, 2010, then the two Annualized Periods are (a) January 1, 2010, until December 31, 2010; and, (b) January 1, 2011, until December 31, 2011.

    "Annual Subscription Fee" means the amount which Customer actually paid to Ariba for the applicable Solution that corresponded to the applicable Annualized Period. For example, if Customer transacts for a two year subscription to a Solution starting on January 1, 2008 for $1,000,000, then the Annual Subscription Fee for each Annualized Period (that is, January 1, 2008, until December 31, 2008) is $500,000.

Note: If Customer has licensed certain Ariba software products and is obtaining use of the Ariba Network as a Foundation Services as part of Technical Support Services Fees, then Technical Support Services Fees are used for purposes of calculating the Annual Subscription Fee.

c.   Scheduled Downtime. When needed, Ariba will schedule downtime for routine maintenance or systems upgrades ("Scheduled Downtime") for the Solution. Ariba shall exercise commercially reasonable efforts to schedule maintenance and system upgrades outside of peak traffic periods. Generally, such maintenance or system upgrades are scheduled to occur from Saturday, 8:00AM to Saturday, 8:00PM Pacific Time ("Maintenance Window"). Ariba reserves the right to extend or change the times of the Maintenance Window. Ariba will use commercially reasonable efforts to notify Customers at least 72 hours prior to the occurrence of Scheduled Downtime.
d.   Exclusions. In calculating the Inaccessibility Period, the following will not apply: (i) mere micro-outages (meaning, an inaccessibility that lasts less than fifteen (15) minutes, provided that there are no more than three (3) micro-outages within a calendar month); (ii) Scheduled Downtime for which Customer has been notified at least one business day prior to such Scheduled Downtime; (iii) inaccessibility that is not the fault of Ariba (such as failures caused by factors not under Ariba's direct control, for example where caused by equipment or software under the control of a third party), and (iv) inaccessibility due to Customer request or where Customer approved in advance. Customer shall be solely responsible for maintaining adequate controls over Customer's Data transmissions to the Solution, for monitoring such transmissions, and for bringing to Ariba's attention any failure to access the Solution within (5) days of inception of any such event. Customer shall be solely responsible for setting applicable data processing and transmission parameters, for inspecting all data input and output for accuracy and completeness.
     

Security Elements

The Solution contains the following security elements:

a.   Physical Security. The Solution is either under Ariba's control or is located at a secure, third party off-site facility. Access to the hardware, software, and other elements comprising the Solution is limited to authorized personnel only. Ariba uses servers with redundant features for maximum accessibility.
b.   Disaster Recovery. The Solution utilizes a disaster recovery plan to allow for Ariba to meet the Solution Accessibility Warranty stated in this Service Level Program.
c.   Data Security. Transactions made using the Solution are initially stored in a database to prevent loss. All Customer Data resident on the systems is backed up daily. Backups are stored off-site at a secure third party location. Backups include Customer's registration and account information. The Solution receives periodic preventive maintenance. This preventive maintenance is scheduled for times outside of peak traffic periods. As applicable, transaction queues wait while maintenance occurs, and they resume processing when maintenance concludes. Only the organizations involved in a Transaction are permitted to see that Transaction, except to the extent Ariba is asked to debug a technical issue and needs to access a Transaction document. As applicable [1], the Solution runs redundant copies of all of the critical software subsystems related to Transaction routing. This redundancy enables fail-over in the event of an error so that disruption of the Solution is minimized.
d.   Solution Security. Ariba implements commercially available security software, hardware and techniques to minimize and prevent non-authorized use of the Solution. These include firewalls, intrusion detection software tools, and monitored use of the Solution. The Solution also performs authentication of interactive user sessions. For increased security, the Solution uses HTTPS, which is HTTP over SSL (Secure Sockets Layer). The SSL security protocol provides data encryption, server authentication, message integrity, and optional client authentication for TCP/IP connections. The Solution's Webservers use a server digital certificate to enable SSL connections.
e.   Verification by Auditor. The commitments to the Solution are audited at least once per year by a recognized third party auditor, to verify Ariba's performance with these commitments to Security. Please see the WebTrust seal awarded by KPMG to Ariba.
     

Miscellaneous

a.   Solution Integrity. Customer agrees not to: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Solution; (ii) post or send to the Solution anything that contains a virus, bug, cancelbot, worm, Trojan Horse or other harmful item; (iii) take any action which imposes an unreasonable or disproportionately large load on the Solution such that other users are adversely affected; or (iv) use any device or technology to provide repeated automated attempts to access password-protected portions of the Solution for which Customer does not have a valid password issued to Customer by Ariba. Customer may not allow any third parties to use Customer's password without Ariba's prior written consent. Customer also understands that Ariba cannot and does not guarantee or warrant that files or non-Ariba software of any kind, or from any source,available for downloading through the Solution, will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties. Customer acknowledges that Ariba has the right, but no obligation, to take such actions related to use of the Solution (including but not limited to removing content or denying routing of certain data) if Ariba reasonably believes that such actions are needed to comply with the law.
b.   For the convenience of our global customers, this document may be translated into several languages. Please bear in mind that in the event of any ambiguity created by such translations, the substance in the English version will control.
c.   EXCEPT FOR THE EXPRESS SOLUTION ACCESSIBILITY WARRANTY STATED IN THIS SECTION 1, THIS DOCUMENT DOES NOT (I) CREATE ANY OTHER REPRESENTATION OR WARRANTY RELATED TO THE AVAILABILITY, ACCESSIBILITY, OR USABILITY OF THE SOLUTION; or (II) DIMINISH, ALTER OR NEGATE ANY OTHER EXPRESS WARRANTY(IES) IN ANY SIGNED AGREEMENT BETWEEN THE PARTIES. The remedies stated in Section 1 are Customer's sole and exclusive remedies, and Ariba's sole liability, for failure to meet the warranties stated in section 1 above.
     

[1] If you use a CD product of Ariba and buy Hosting Services for Ariba to host a distinct implementation dedicated to you, then this sentence does not apply if Ariba performs that hosting through Ariba's subcontractor AT&T. Instead, the AT&T hosting does not run redundant copies of all of the critical software subsystems, but the Solution will still perform within the Solution Accessibility Warranty percentage. Note that most customers receive hosting from Ariba, without subcontracting through AT&T.

SLP 02 September 2009

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