SERVICE LEVEL AGREEMENT
Last Update: 2/8/2021
Certain Definitions. For purposes of this Service Level Agreement, the following terms shall have the meaning set forth herein. Capitalized terms used in this Service Level Agreement but not defined herein, shall have the meaning otherwise ascribed thereto in the Software as a Service Agreement (the “Agreement”).
“Incident” means an outage, error, defect, deficiency, failure or other similar event within the control of Provider that materially degrades or prevents the performance of the Hosted Services.
“Scheduled System Down Time” means the total time during which the Hosted Services are down and not made available to Customer due to planned maintenance or correction.
“Service Credit” means a credit of fees in an amount equal to the percentage of the fee otherwise payable by Customer for the Hosted Services for a period during which Unscheduled System Down Time occurs.
“System Availability” means the percentage of time during which the Hosted Services are available to Customer and working without a Severity Level 1 or Severity Level 2 Incident (as further defined herein).
“Unscheduled System Down Time” is any time during which the Hosted Services are not available to Customer due to a Severity Level 1 or Severity Level 2 Incident.
1. Support and Maintenance of Hosted Services.
Provider will maintain and provide or cause to be provided support for the Hosted Services in accordance with its then current support policies. Support and maintenance of the Hosted Services shall include, without limitation, the following:
(a) Use commercially reasonable efforts to maintain and operate, on a 24 hour per day, 7 day per week, 365 day per year basis, the Hosted Services with not less than a 99.5% rate of System Availability.
(b) Scheduled System Downtime shall be performed on Saturdays and Sundays during the hours of 6:00pm EST and 10:00am EST. In the event Unscheduled System Down Time is necessary, Provider shall advise Customer as soon as reasonably practicable prior to commencing the same.
(c) Satisfy the Emergency Response Procedure (described in Section 2 below) and the System Availability requirements set forth in this Service Level Agreement.
2. Emergency Response Procedure.
Provider will use commercially reasonable efforts to correct any Incident that causes Unscheduled System Down Time as quickly as possible and minimize the adverse impact of the Unscheduled System Down Time on the provision of Hosted Services. The correction and resolution of any Incident that causes Unscheduled System Down Time will be conducted in accordance the Emergency Response Procedure set forth in this Section 2 of the Service Level Agreement.
When an Incident occurs with regard to the Hosted Services and is reported to Provider by Customer or discovered by Provider, Provider will assign a severity level to each Incident based on the Incident Classification Table below.
Incident Classification Table
Classification |
Criteria |
|
Severity Level 1 (Critical) |
Means that the use or accessibility of the Hosted Services is at a halt as a result of an Incident. |
|
Severity Level 2 (Serious) |
Means a serious disruption of a major function of the Hosted Services which cannot be solved by a workaround. |
|
|
Means a serious disruption or restriction of major functionality which is of a time sensitive manner or important to long-term productivity but does not cause an immediate work stoppage. A workaround may be available, and operation can continue in a restricted fashion. |
|
Severity Level 4 (Incident) |
Means a non-critical Incident which does not render the Hosted Services inoperable or non-accessible or for which a workaround is available. |
If Customer becomes aware of an Incident, Customer will report the Incident to Provider via the Client Services phone number (216-367-9730) Monday – Friday from 9:00 AM – 5:30 PM EST together with a reasonable description thereof and an assignment of a severity level. Provider will take the following steps, in accordance with the Response Expectation Table below.
Step 1. Provider will respond to Customer’s reported Incident as indicated in the Response Expectation Table below.
Step 2. Provider will actively address the Incident and Provider will correct the Incident or provide a workaround which enables the Hosted Services to function as indicated in the Response Expectation Table below.
Step 3. Provider will provide a permanent solution to the Incident as indicated in the Response Expectation Table below.
Response Expectation Table
Severity |
Step 1: Target Response Time |
Step 2: Target Response Time |
Step 3: Target Response Time |
|
1 (Critical) |
Initial response to Customer within 1 hour following initial contact by Customer |
Immediate and continuing effort, but in all events within 24 hours of initial contact by Customer |
Within 2 days following initial contact by Customer |
|
2 (Serious) |
Initial response to Customer within 4 hours following initial contact by Customer |
Immediate and continuing effort, but in all events within 2 business days following initial contact by Customer |
Within 10 days following initial contact by Customer |
|
|
Initial response to Customer within 1 business day following initial contact by Customer |
Within 5 business days following initial contact by Customer |
Within 30 business days following initial contact by Customer |
|
4 (Incident) |
Initial response to the Customer within 2 business days following initial contact by the Customer |
Within 10 business days following initial contact by the customer |
Within 45 business days following initial contact by Customer |
3. System Availability and Service Credits.
(a) Required Monthly System Availability. As part of the Hosted Services, Provider will use commercially reasonable efforts to maintain a level of monthly System Availability for the Hosted Services of 99.5%.
(b) Calculation of Monthly System Availability. System Availability shall expressed as a percentage and determined as follows:
Monthly Total time in month - Unscheduled System Down Time in month
System = _______________________________________________________________________ *100
Availability Total time in month - Scheduled System Down Time in month
(c) Service Credit. In the event that Provider fails to meet a System Availability of 99.5% during any month of the Term, as its sole and exclusive remedy and as Provider’s sole and exclusive liability, Customer will receive Service Refunds as specified in the table below.
System Availability |
Service Credit |
|
99.50% - 100% |
No Service Credit |
|
98.50% - 99.49% |
5% of Fees paid attributable to the given month |
|
|
10% of Fees paid attributable to the given month |
|
95.00% - 96.99% |
20% of Fees paid attributable to the given month |
|
Less than 95% |
30% of Fees paid attributable to the given month |
No Service Credits will be issued if Customer is not current in its payment obligations either when the outage occurs or when the Service Credit would otherwise be issued. To receive Service Credits, Customer must submit a written request within fifteen (15) days after the end of the month in which the Hosted Services were not available.