Service Level Agreement

Definitions

Availability Target” means the Hosted Services and Application are Available to Licensee 99.5% of the time, other than periods of Excused Outages, as measured over the course of the preceding 30 days.

 

Available” means that the Hosted Services and Application are available for access and use by Licensee and Authorized Users, without a malfunction that renders a business-critical aspect of the Hosted Services or Application inoperative or practically unusable by Licensee not addressed by a workaround procedure of which Licensor advises Licensee that is reasonable under the circumstances and sufficient to alleviate any substantial adverse effect of the problem on the utility of the Hosted Services and Application.

 

Excused Outage” means that the Hosted Services and Application are not Available (i) during Scheduled Maintenance, (ii) due to the Licensee’s grossly negligent acts or omissions, (iii) for emergency maintenance, (iv) to address an emergency or threat to the security or integrity of the Hosted Services, Application, or Licensee’s data, (v) to comply with applicable law or with an order of a court of competent jurisdiction, or (vi) events beyond Licensee’s reasonable control, which may include floods, fires, hurricanes, acts of God, pandemic, epidemics, governmental action, war, or terrorism.

 

Scheduled Maintenance” means maintenance, upgrades, or replacement of hardware, software, or telecommunications services on or affecting the Hosted Services and Application, but only if (i) the foregoing occurs between 12:00 AM and 2:00 AM Eastern Time, (ii) Licensor has notified Licensee thereof not less than one business day in advance, or (iii) Licensor has notified Licensee in advance and Licensee, in its reasonable discretion, has consented to the foregoing. Any provision of this Exhibit to the contrary notwithstanding, Licensor may give the notices contemplated in this paragraph by means of a message posted to the Application reasonably visible to users thereof or by email or telephone to Licensee.

 

Support & Availability. 

Licensor shall provide to Licensee consultation and assistance with operational and technical support issues arising from use of the Application or Hosted Services in accordance with the Agreement between the hours of 8:00 AM Eastern Time and 6:00PM Eastern Time (“Support Hours”) pursuant to requests for support services submitted by telephone, e-mail, or to a web portal at such number, e-mail address, and/or URL as Licensor shall provide to Licensee from time to time. For each such support request relating to a reported error or defect in the Application or Hosted Services (a “Malfunction”), Licensor shall classify each problem encountered by Licensee in accordance with the service levels indicated below and, during Support Hours, will use reasonable commercial efforts to address the problems. Licensor shall (i) provide an initial response to such support request acknowledging receipt thereof, (ii) provide status updates in reasonable detail to Licensee, (iii) if Licensor does not provide a correction for such Malfunction within the time set forth below, advise Licensee of a workaround procedure or deliver a temporary patch, in each case reasonable under the circumstances and sufficient to alleviate any substantial adverse effect of the Malfunction on the utility of the Application and Hosted Services, and (iv) deliver a patch or update that corrects the Malfunction. For each such support request not relating to Malfunction, Licensor shall respond, in accordance with the Severity 4 service level indicated below.

 

Severity Level Description Initial Response Status Updates

Temporary Fix

(Workaround or Patch)

Malfunction Corrected

(Patch or Update)

Severity 1

(Critical Issue)

Severity 1 Issue” means (i) a Malfunction that renders the Application or Hosted Services  inoperative or practically unusable, (ii) a Malfunction that renders a business-critical aspect of the Application or Hosted Services or a significant part thereof inoperative or practically unusable, or (iii) an incident or Malfunction that causes, or creates a significant risk of, unauthorized use or disclosure of (including unauthorized access to) License data or adversely affects the integrity of Licensee data, or in Licensee’s reasonable determination has the potential to do so. One hour (measuring elapsed time during Support Hours only) Every houruntil temporary fix, then every business day until permanent fix 2 hours If a temporary fix is provided in the time allowed hereunder, 2 business days; otherwise, permanent fix in the time allowed hereunder for a temporary fix

Severity 2

(High Priority Issue)

Severity 2 Issue” means a Malfunction that that materially adversely affects use of the Application or Hosted Services but is not a Severity 1 issue. 2 hours (measuring elapsed time during Support Hours only) Every 4 hours (measuring elapsed time during Support Hours only) until temporary fix, then every business day until permanent fix 8 hours (measuring elapsed time during Support Hours only) If a temporary fix is provided in the time allowed hereunder, 5 business days; otherwise, permanent fix in the time allowed hereunder for a temporary fix

Severity 3

(Medium Priority Issue or Operational Support Request)

Severity 3 Issue” means (i) a Malfunction that is not a Severity 1 Issue or Severity 2 Issue or (ii) a request for consultation or assistance regarding operation of the Application or Hosted Services. 1 business day Weekly N/A 30 days

Severity 4

(Low Priority Issue or Enhancement Request)

Severity 4 Issue” means an incident or request that is not a Severity 1 Issue, Severity 2 Issue, or Severity 3 Issue. 2 business days N/A N/A N/A

Termination for Repeated Service Level Failures

In the event Availability is below 90% in any two months in a rolling four month period or there are two consecutive months of Service Level failures, Customer may terminate the Agreement on written notice to AlertWatch within thirty (30) days of the second failure.

 

Data Backups

Data is backed up daily. These backups are stored for 30 days.