Cloud Services Terms of Use and Delivery Policy

Cloud Services Delivery and Support Policy

1. Definitions

The words below shall have the following meanings:

Availability” means the monthly availability of the SaaS Solution in Production multiplied by the applicable service levels set forth in this Appendix during the Hours of Applicability less any Excusable Downtime.

Excusable Downtime” means and includes: (a) maintenance Services performed during the Maintenance Windows, as defined in this Appendix; (b) unscheduled maintenance Services performed up to eight (8) hours per month; (c) any time spent by NICE in its performance of any additional Services requested by Customer pursuant to Section 5 of this Appendix; or (d) Customer-caused outages or disruptions; (e) outages caused by: (i) software or hardware not provided or controlled by NICE, (ii) disruptions attributable to Force Majeure Events, or (iii) configuration changes not made by NICE.

Extended Hours” means twenty-four (24) hours per day, seven (7) days per week, and three hundred sixty-five (365) days per year.

Production” means an operational environment used for the purpose of handling live data.

Standard Hours” means Monday through Friday 8AM to 5PM, relevant data center local time.

2. General

NICE shall maintain one (1) Production instance of the SaaS Solution during the Hours of Applicability to meet the service levels. NICE shall provide the necessary technical infrastructure, and maintenance Services to deliver the SaaS Solution.

3. Customer Duties

3.1 Customer shall appoint two (2) resources who have completed the NICE training in the operation and use of the SaaS Solution (“Designated Contact(s)”). The Designated Contact shall initiate a request for technical assistance (“Case(s)”) through the Internet link, or by calling (800) 642-3611and shall act as NICE’s primary point of contact regarding Cases. Prior to initiating a Case, the Designated Contact shall use reasonable efforts to attempt to diagnose and resolve the particular issue.

3.2 Customer shall supply all Content for the SaaS Solution in the “server-ready” format designated by NICE. NICE is not responsible for validating the Content for accuracy, correctness or usability.

3.3 Customer is responsible for the confidentiality, security, use and unauthorized disclosures, if any, of the login IDs by its employees. A login ID or password may be terminated by Customer or by NICE upon evidence of possible improper use.

4. Releases

New releases of the SaaS Solution shall be provided to Customer if and when they are commercially available. For the avoidance of any doubt, the fees for professional Services required to implement a new release of the SaaS Solution are not included in the fees for the SaaS Solution.

5. Other Services

Any Services (including professional Services) that are not specifically included in the SaaS Solution shall be at an additional cost to Customer, pursuant to a separate Statement of Work.

6. Service Levels

6.1. Incidents affecting the SaaS Solution shall be classified in accordance with the following:

Severity Level



1. Critical
(System Unavailable)*

I. Critical issue that severely impacts use of the SaaS Solution.

II. No workaround.

A. The SaaS Solution is completely unavailable.
B. The majority of users cannot login.
C. Data integrity issues.

2. High
(System Impaired)*

I. Major functionality is significantly impacted.
II. No Workaround.

A. Service interruptions to some but not all functionality.
B. Alerts not being generated

3. Medium
(Minor Impact)

I. Multiple users impacted by a moderate loss of the SaaS Solution.

II. Critical or High impact on a non-Production SaaS Solution.

III. A Workaround exists.

A. Functional limitations which are not critical to Customer’s daily operations (e.g. reports not being generated).
B. Moderate degradation in function, or feature performance.

4. Low

I. Minor loss of the SaaS Solution features.
II. Inquiries
III. Medium or Low impact on non-Production SaaS Solution.

A. There is no significant Customer impact.

B. Non-Critical or minor loss of functionality or features.

*Reserved for the Production SaaS Solution only.

6.2 NICE’s initial response to a Case will be as follows:


Target Response Times


60 minutes


120 minutes during Customer’s business day


Next business day


Next business day

6.3 NICE will maintain Availability of the SaaS Solution in the Production environment as follows:

SaaS Solution

Service Levels for Availability

Hours of Applicability

NICE Investigate


Extended Hours

6.4 NICE shall use commercially reasonable efforts to perform maintenance Services on the SaaS Solution during the time frames provided in the table below (“Maintenance Window(s)”).

Maintenance Windows Criticality

Advanced Notice

NICE Maintenance Windows
(relevant data center time)


7 Days

Tuesday and Thursday
11:00 PM to 3:00 AM


30 Days

2:00 AM to 10:00 AM


Immediately following NICE’s awareness of an issue.

10:00 PM to midnight


[End of SaaS Solution Exhibit]