Service Level Agreement ("SLA")

Last updated October 1, 2020

1. Introduction

This Service Level Agreement (“SLA”) governs the service levels for the Service which is defined in the Master Services and License Agreement ("Agreement") executed between the Service Provider to Company ("Agreement").  SLA applies only if the Company has an (i) active (non-expired) Agreement, and (ii) SLA is included as a paid line item in the Ordering Form or SOW ("Order Document").

2. Definitions

All capitalized terms used in this SLA shall have the following meanings set forth below, if not so defined in the Agreement.
Term
Definition
Availability
The percentage resulting from the following calculation: [1-(Down Time/(Total Time – Scheduled Down Time))] x 100.  Availability percentages shall be expressed to two decimal points with the second decimal place rounded up or down to the nearest one-hundredth of a percentage point.
Product
Service offering that is identified by a Service SKU in the Ordering Document. Product is hosted by Service Provider and delivered software as a service.
Operational
Operational means that the particular Product is (i) functional and available to Customer in accordance with its documentation and applicable specifications, and (ii) not experiencing any Customer impacting Critical Errors (error level as classified by the Service Provider), defects or service-limiting issues.
Scheduled Maintenance
The number of minutes of maintenance that is scheduled in advance. 
Emergency Maintenance
Maintenance required outside the agreed-upon Scheduled Maintenance.
Scheduled Down Time
The number of minutes of Down Time incurred during Scheduled Maintenance.
Down Time
The number of minutes that neither the Product nor its backup(s) are Operational during a calendar month.
Incident
Any problem with the Service for which Company requests support using Service Provider’s support ticketing system in conformance with this SLA with a valid incident description.
Total Time
The total number of minutes in a given calendar month
Dependency Events
(i) Force Majeure events, (ii) down time events related to third party services including cloud services down time if any portion of the application is deployed in the cloud, (iii) infrastructure down time if any portion of the Service is deployed in the Customer premises (including but not limited to customer hardware down time, any third-party equipment down time, customer network down time, proxy down time, storage down time, data center down time, broadcast signal interruptions, customer infrastructure attack or security breach), (iv) End User’s infrastructure and Internet connectivity problems, (v) CDN Service Provider down time, (vi) In case of Equipment, Company failure to maintain the Equipment Operation Requirements, and (vii) issues that resulted from any actions or inactions of Company or any third-parties not under the control of Service Provider.

3. Performance Requirements

3.1. Availability Targets

During the Term, Service Provider will ensure that the Service maintain a monthly Availability Target of 99.9% (“MAT”).  This measurement excludes Down Time caused by Dependency Events or Scheduled Maintenance.
In case of Equipment, this measurement also excludes (i) downtime where equipment fails and Company did not purchase backup equipment lease from Service Provider (ii) time required to access Company systems, ship equipment and replace the failed equipment.

3.2. Service Level Reporting

In case of an incident that caused Down Time, if the Company subscribed to the Gold or Platinum Level TSA, as part of the incident report, Service Provider shall provide Company with the availability report upon request.  The report shall include:

3.3. Nonperformance Remedy

If Availability falls below MAT on a calendar month, Company may be entitled to receive credits as described in the section “Service Issues and Credits”. Service Credits is Company's sole remedy for any and all Service related issues.

4. Maintenance

4.1. Scheduled Maintenance

To maintain the Services, Service Provider will perform scheduled maintenance from time to time. If maintenance is expected to cause scheduled down time, Service Provider will notify Company three days in advance of any Scheduled Down Time. Scheduled Down Time does not count against Availability.

4.2. Emergency Maintenance

In case that Emergency Maintenance is required, Service Provider will inform Company with an Emergency Maintenance Notification that will include a brief description of the maintenance to be performed, its start and end date/time and its operational impact on the Service. Any Service Down Time from Emergency Maintenance shall be included as Down Time in the Availability calculation unless agreed otherwise between the parties.

5. Service Credits

If the Company purchased a Gold or Platinum Technical support Agreement, it may be entitled to Service Credits. In the event that the Availability falls below MAT, Service Provider will provide Company, within (10) business days thereafter, a detailed plan to address and correct the availability levels. If Company has met the Service Infrastructure Requirements and the Service Provider fails to correct the availability levels by the end of the month following the delivery of the recovery plan to Company,  Company shall receive a credit toward the monthly license fees only for the Product (service component) based on the percentage of time Service Provider fails to meet the service level provisions of this Agreement per the schedule below. Service Credits can only be applied to Company’s upcoming month’s invoice; Service Credits cannot be paid in cash if Company terminates service or there is no next month invoice.

Service Credit Schedule

Availability
Credit
100% - 99.9%
0%
99.9% - 99.5%
5%
99.5% - 99%
10%
Below 99%
15% and not to exceed $25,000/mo.

6. Infrastructure Requirements and Support


In case of Equipment on Company premises, Service Provider requires a minimum level of infrastructure (including hardware, software, and network) in order for its Equipment to perform as specified.  Service Provider requires that Company maintain at least one testing environment to properly install, configure, and properly stage its systems before production use.  Service Provider will not be responsible for any degree of damage resulting from installation, upgrade, and/or configuration procedures that is conducted on Company premises. Service Provider does not offer this SLA when its Equipment operates in a Company environment that does not meet the minimum levels specified in Service Provider documentation.