This Cord Service Level Agreement (“SLA”) forms a part of the Service Agreement (“Agreement”) between Radical HQ Limited (“Cord”) and the Customer named on the Order Form, under which Cord provides its Services . This SLA sets forth the parties’ objectives and the performance levels Cord must meet for the Services. This SLA is effective beginning on the Effective Date of the Agreement and will remain in effect until the termination of the Agreement. Capitalized terms used but not defined in this SLA shall have the meanings set out in the Agreement.
1. Availability of Service; Service Credits. Calculation of Availability Service Level
Cord will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage of at least 99.9% during any calendar month (the “Availability Service Level”).
“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes in the calendar month. The applicable formula is:
Monthly Uptime Percentage = 100 x ( (Total Minutes in Month) (Total Minutes of ) Downtime) / (Total Minutes In Month)
For any partial calendar month during which the Customer has access to the Service, the Monthly Uptime Percentage shall be calculated based on the entire calendar month, not just the portion for which the Customer has access to the Service. The determination of whether the Service is available will be made in good faith by Cord based on monitoring performed by Cord.
“Downtime” means that the Service has no external connectivity and cannot be accessed by Customer. Downtime excludes downtime and unavailability resulting directly or indirectly from any Service Level Exclusions.
“Service Level Exclusions” means unavailability, inaccessibility, suspension or termination of the Service and any other Service performance issues that directly or indirectly result from: (a) termination or suspension of the Service pursuant to the Agreement; (b) factors outside of Cord’s reasonable control, including force majeure events, denial of service attacks, or Internet access or related problems beyond the demarcation point of Cord and its third party hosting providers; (c) any actions or inactions of Customer, its users or any third party; (d) Customer or third party infrastructure, equipment, devices, hardware, software, services or other technology; (e) unavailability of hardware, software or technology that interoperates with the Service; (f) Customer’s or its users’ use of the Service in a manner inconsistent with the Agreement; (g) failure to adhere to any required configurations, use supported platforms, failure to follow any policies for acceptable use, or use of the Services in a manner inconsistent with the features and functionality of the Service; (h) negligent or intentional misuse by Customer; (i) free, beta, preview, pre-release, trial versions of the Service; or (j) any scheduled or emergency maintenance.
2. Support Service Response Times.
Assumptions and Obligations
In requesting support services, the Customer shall be responsible for: (a) Providing information and authorization as required by Cord for performing support services; (b) Adhering to policies and processes established by Cord and the Customer for reporting Service failures and incidents and prioritizing support services requests; (c) Making a representative available to consult with Cord for resolving Service-related incidents or requests. Provider’s performance of the Services under this SLA is subject to the following assumptions, constraint, and dependencies: (a) Information provided by Customer to Provider as required for will be accurate and timely; and (b) Provider’s procedures and delivery of the Service and related support services may be affected by changes in relevant Customer internal policies or in applicable laws or regulations.
Error Response Times
An “Error” means an error in the Services which significantly degrades the Services. For each Error occurred and reported (whether by Provider or Customer), Provider shall (i) assign a priority level to such Error in its discretion in accordance with the table below, and (ii) notify and/or respond to Customer via email or electronic ticketing system and provide status updates in accordance with the time periods set forth in the table below. If the Error is first identified by Provider, Provider shall notify Customer immediately and not later than the timeline set forth below.
|Classification||Description||Response Time||Status Updates|
|Priority 1||The Services are completely unavailable or performance is so poor as to render the Services unusable; or data security breach or hack or attempted data security breach.||1 hour||Every 4 hours|
|Priority 2||A major functionality of the Services is unusable and results in limited functionality that affects a large number of users.||4 hours||Every 12 hours|
|Priority 3||A loss of a function or resource of the Services that does not seriously affect Services functionality.||Next business day||Daily|
|Priority 4||All other problems with the Services other than those that fall within the categories listed above.||2 business days||TBD on a case-by-case basis|
3. Service Credits
If (i) the Service is unavailable to Customer due to defects with the Service, or (ii) Cord fails to respond to a Customer Error report within the allotted time frame, then, as Customer’s sole and exclusive remedy: (a) for each full hour in a month that the Service is unavailable and (b) for each such response and/or resolution failure, Cord will credit Customer with 5% of the monthly Subscription Fee; provided, that the total of all credits in any one calendar month shall not exceed 25% of the monthly Subscription Fee. In order to receive service credits, Customer must notify Cord in writing within seventy-two (72) hours from the time of downtime or response failure (as applicable) and must include: (a) the words “Service Level Credit Request” in the subject line; and (b) the dates and times of each Service Level failure that Customer is claiming, including the dates and times of the Service Level failure, and failure to provide such notice will forfeit the right to receive downtime credit All service credits shall be applied to Customer’s account in the month following the month in which the Service Level failure occurred. Service Level Credits will not entitle Customer to any refund or other payment from Cord. If any credits are unutilized upon expiration or termination of the applicable Term, then Cord will apply such credits to any other fees or expenses payable by Customer to Cord. If there are no such other fees or expenses, then Cord will pay Customer the credit amount. The Service Credits set forth in this SLA shall be Customer’s sole and exclusive remedy for Cord’s failure to meet the obligations set forth in this Service Level Agreement.
4. Single Point of Contact.
Cord and Customer shall each appoint a person (a “Single Point of Contact”) who shall be available to receive communications and coordinate responses to questions or failures with respect to the Service Levels. Notwithstanding the foregoing sentence, in the event of any emergency relating to any Service, a party shall attempt to contact the appointed Single Point of Contact of the other party, but may also directly contact any person most able to resolve the emergency quickly. The initial Single Points of Contact for each party shall be:
For Cord: VP of Engineering, Cord
Either party may change its Single Point of contact upon notice to the other party.
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