Service Level Agreement.

Service Level Agreement

Exhibit B – Service Level Agreement

This Service Level Agreement (“SLA”), appended to the Master Services Agreement dated as of _____________________________, 20_____ (“MSA”) already in effect between ObjectSpectrum, LLC, a Texas Limited Liability Company (“ObjectSpectrum”) and the customer identified therein (“Customer”), defines ObjectSpectrum’s service level commitments for the Platform and Technical Support Services. This SLA is subject to the terms and conditions set forth in the associated MSA and capitalized terms have the same meanings as defined therein.

1. SERVICES SCOPE

a. Platform Services. Platform Services are those Services provided to Customer and Customer’s licensees and end users by the ObjectSpectrum Platform, including hosting Customer Applications, processing and storing Customer Data, monitoring Platform health and security, and performing Platform upgrades and maintenance.

b. Technical Support Services. Technical Support Services are those Services provided to Customer by the ObjectSpectrum Support Team, including answering general operational questions and responding to Customer-reported operational issues. This does not include Professional Services or Development Support, the details of which are defined within an associated Work Order.

2. PLATFORM SERVICES

a. Definition of Terms

• “Availability” is a percentage value calculated by dividing the total number of minutes in the rolling prior 12-month period in which the Platform and the Customer Application(s) are performing as defined in the associated Work Order(s) by the total number of minutes in that same period, after subtracting from both totals any minutes during which Scheduled Maintenance was being performed (Availability of 99.99% translates to less than one hour of unscheduled downtime per year).
• “Durability” is a percentage value calculated by dividing the total number of unique Customer Data objects stored on the Platform in the rolling prior 12-month period that have not been irrecoverably lost or corrupted due to any failure or error of the Platform by the total number of unique Customer Data objects stored on the Platform in that same period (Durability of 99.9999% translates to the irrecoverable loss or corruption of one Customer Data object per one million total objects).
• “Outage” is a detected event caused by a hardware or software failure, or by Scheduled Maintenance when it cannot be avoided, that degrades or otherwise adversely affects the functionality of the Platform or the Customer Application(s) and prevents them from performing as defined in the associated Work Order(s).
• “Scheduled Maintenance” is a planned activity for the purpose of upgrading or performing maintenance on the Platform or on a Customer Application.
• “Attack” is the deliberate attempt by an intelligent actor to degrade or compromise the security or functionality of the Platform or the Customer Application(s) which prevents them from performing as defined in the associated Work Order(s), or to corrupt or destroy Customer Data, without necessarily resulting in a Data Breach.

b. Service Commitment. ObjectSpectrum will use all commercially-reasonable efforts to maintain the Availability of the Platform and the Customer Application(s) at or above 99.99% and the Durability of Customer Data stored on the Platform at or above 99.9999%, as measured over the rolling prior 12-month period. If either Availability or Durability do not meet their respective Service Commitments in any given calendar month, Customer may be eligible for Service Credits as described below.

c. Scheduled Maintenance. ObjectSpectrum will make every effort to plan Scheduled Maintenance well in advance and during hours of low Platform activity, and to conduct Scheduled Maintenance in such a way that minimizes any potential Outage period, although this cannot always be avoided.

d. Service Credits. Service Credits for failures to meet Availability or Durability commitments are calculated as a percentage of the total payments made to ObjectSpectrum by Customer for the affected period for the affected Customer Application(s). Service Credits are calculated on and applied to the invoice(s) on which the itemized billing for the affected Customer Application(s) appears, and are Customer’s sole and exclusive remedy for any failure by ObjectSpectrum to meet a Service Commitment. Service Commitments and Service Credits are for the benefit of Customer only, and do not apply to third parties, including customers of Customer.

The following schedule of credit percentages apply:

• Availability: Less than 99.99%: 10% credit; less than 99.9%: 20% credit; less than 99.0%: 30% credit
• Durability: Less than 99.9999%: 10% credit; less than 99.99%: 20% credit; less than 99.9%: 30% credit

e. Exclusions. Any period of Scheduled Maintenance is not included in Availability calculations. Further, actions by Customer or Customer’s customers, employees, contractors, agents or other authorized users, whether intentional or accidental, that result in degradation or failure of the Platform or the Customer Application(s), are not included in Availability calculations, or that result in the loss or corruption of Customer Data, are not included in Durability calculations. Availability and Durability commitments do not apply if the triggering event is the result of an Attack, acts of war or terrorism, civil unrest, natural disaster, or other force majeure events. Customer’s account must be in good standing to be eligible to receive Service Credits. Customer must request Service Credits by submitting a Support Request within 30 days of the Availability or Durability event.

3. TECHNICAL SUPPORT SERVICES

a. Definition of Terms

• “Support Request” is a request for technical support opened by Customer or by ObjectSpectrum, and assigned a unique ticket number for reference.
• “Severity” defines four levels of Support Request business impact and priority:

1. Critical. Critical impact on business operations; Customer Application is unusable; immediate resolution required.
2. Major. Significant impact on business operations; Customer Application is degraded; urgent resolution required.
3.  Minor. Non-critical impact on business operations; Customer Application is usable; timely resolution required.
4. Inquiry. No impact on business operations; Customer Application is fully operational; an inquiry or technical request.

• “Response Goals” define coverage hours and resolution and reporting intervals for each Support Request Severity level:

1. Critical. Within 1 hour; 24×7 coverage, with 30-minute reporting.
2. Major. Within 4 hours, 24×7 coverage, with hourly reporting.
3. Minor. Within 4 hours, business-hours coverage, with 2-hour reporting.
4. Inquiry. Within one business day, business-hours coverage, with daily reporting.

• “Escalation” allows for the reclassification of a Support Request to a higher Severity level, either at Customer’s request, or automatically for Major and Minor Severities, if the Support Request is unresolved after twice the target resolution interval.
• “Data Breach” is a detected event caused by any means that exposes Customer Data to any unauthorized person or entity.

b. Service Commitment. The ObjectSpectrum Support Team is available to assist Customers with operational technical issues, with either 24×7 or business-hours coverage, depending on the Severity of the issue. Members of the same team are also responsible for 24×7 monitoring of the health and security of the Platform, which can result in a team member creating a Support Request on behalf of the Customer. Support Services are offered only to designated Customer employees, contractors, agents and others, as identified in the associated Work Order(s). Regardless of the source of a Support Request, it will initially be classified at one of the four Severity Levels and handled according to the Response Goals for that level, as described herein. Due to the nature of technical issues, ObjectSpectrum cannot, and does not, guarantee that all issues will be resolved within the target resolution interval, only that all commercially-reasonable efforts will be used to do so and that appropriate communication will occur on the status of the issue until it is resolved. In the case of a Data Breach, a Support Ticket will be used to capture and communicate all relevant information about the event, as further defined in the associated MSA.

c. Customer Responsibilities. Customer and its employees, contractors and agents play a key role in rapid and concise resolution of Support Requests. Customer therefore agrees to the following best-practices:

• Customer will submit Support Requests electronically via the Support Ticketing System whenever possible.
• Customer will provide complete information with sufficient detail for the Support Team to start work on the issue, as well as the name, email, and direct/cell number of the employee, contractor or agent that is submitting the Support Request.
• Customer will request a Severity Level based on the reasonable and accurate assessment of the business impact of the issue.
• Customer will provide timely and complete responses to Support Team questions and recommendations.
• Customer will limit each Support Request to a single issue or question.

d. Support Channels. ObjectSpectrum currently offers the following official channels for Customer to submit a Support Request, listed below in order of preference. Other unofficial channels may also be offered, such as ObjectSpectrum Twitter and Slack accounts, when it is not possible or convenient for Customer to use one of the official channels.

• Web-based Support Ticketing System at http://support.objectspectrum.com
• Email to support@objectspectrum.com
• Call to ObjectSpectrum Support at +1 972-456-9111