Service Level Agreement

1. Standard Terms Applicable to each SLA

a. Definitions. For purposes of this Service Level Agreement (“SLA”), the following definitions will apply:

    1. “Business Hours” are subject to change, but are currently from 9:00a Pacific Time to 6:00p Pacific time, Monday through Friday with the exception of holidays.
    2. “Critical Business Impact” means that the Service is down and non-operational and all Customer users are unable to use the Service.
    3. “Emergency Maintenance” means any time outside of Scheduled Maintenance Window that AppOmni is required to apply urgent patches or fixes, or undertake other urgent maintenance activities.  If Emergency Maintenance is required, AppOmni will contact Customer and provide the expected start time and the planned duration of the Emergency Maintenance and if AppOmni expects the Service to be unavailable during the Emergency Maintenance.
    4. “Error” means any occurrence which causes the Service not to operate in material conformance with the applicable Documentation.
    5. Scheduled Maintenance Window” means the window during which weekly scheduled maintenance of the Service may be performed. The Scheduled Maintenance Window is between the hours of Friday 9:00 p.m. to Saturday 5:00 a.m. Pacific time.
    6. Serious Business Impact” means that the Service is operational, but its functionality is seriously affected and where implementing a workaround is time consuming and will adversely affect Customer’s business. In addition, this Error may involve downtime, outage, serious performance degradation or other failure of one or more non-critical business systems, functions or services that adversely impacts multiple end users.
    7. “System Availability” means the percentage of total time during which the Service is available to Customer, excluding the Scheduled Maintenance Window and Emergency Maintenance. “Available” in this context means Customer may log in, view data, create reports, modify settings and similar, for substantially all licensed components.

b. Service Credits

    1. “Service Credit” means the percentage of the Calculated Monthly Subscription Fees paid or payable for the Service that is awarded to Customer for a validated claim associated with that portion of the Service related to breach of the applicable SLA during that month. The “Calculated Monthly Subscription Fee” is defined as Customer’s annual subscription fee for the Service divided by 12.  For example, if the annual subscription fee for the Service is $120,000, then the Calculated Monthly Subscription Fee is $10,000.
    2. In any given month, Customer shall in no event be entitled to receive a credit that exceeds 25% of its Calculated Monthly Subscription Fee for the Service.
    3. Any Service Credits earned by Customer hereunder will be applied to the fees owed by Customer for the next Service subscription period. Service Credits earned by Customer hereunder will be applied against amounts due for any extension term that is mutually agreed upon by the parties in writing before the expiration or termination of the Agreement. If Service Credits cannot be applied to future  Subscription Fees because the Agreement has terminated due to AppOmni’s breach of the Agreement, or because the parties have not extended the term of the Agreement, AppOmni will promptly pay Customer the amount of the Service Credit.

c. SLA Claims

    1. Customer must notify AppOmni customer support within five (5) business days from the date of the incident that causes Customer to first believe it is entitled to receive a remedy under any one of the SLAs set forth below (“SLA Claim”). If requested by AppOmni, Customer will provide AppOmni sustaining documentation for analysis. Failure to comply with these reporting requirements forfeits Customer’s right to receive a remedy in connection with an SLA Claim.
    2. All SLA Claims are subject to validation by AppOmni, at AppOmni’s sole discretion and AppOmni may use log files, database records, audit logs, and any other information available to validate claims and make a good faith judgment on the applicability of SLAs to said SLA Claim. AppOmni shall make information used to validate an SLA claim available for auditing by Customer at Customer’s request. If AppOmni validates the SLA Claim, then Customer shall be entitled to the applicable remedy under Section 2(a) below.
    3. In the event that more than one aspect of the Service is affected by the same root cause, the single SLA applicable to the Service of Customer’s choosing may be claimed and no other claim will be validated or otherwise allowed for that event.
    4. Notwithstanding anything to the contrary in the Agreement, except for gross negligence or willful misconduct, the remedies set forth herein represent Customer’s sole and exclusive remedy for AppOmni’s breach of the SLAs defined in this SLA.

d. Exclusions

    1. Customer shall not have any remedies under any SLA to the extent any SLA Claim is due to: (1) use of the Service outside the scope described in the Agreement; (2) Customer equipment and/or third party software, hardware or network infrastructure outside of AppOmni’s data center and/or not under the direct control of AppOmni; (3) failure of Customer to meet the configuration requirements for Customer systems and/or equipment set forth in the documentation provided by AppOmni for the Service; or (4) a force majeure event (as described in the “General Provisions” section of the Agreement).

2. SLAs.  The following SLAs apply to the Service:

a. System Availability SLA.

    1. AppOmni will provide at least 99.00% System Availability for the Services portal during each calendar month, excluding any Scheduled Maintenance Windows and Emergency Maintenance.
    2. Remedy. If the System Availability is less than 99.00%, and if Customer has fulfilled all of its obligations under the Agreement and Section 1(c) of this SLA, AppOmni will provide Customer with a Service Credit for the month in which the failure to meet the System Availability SLA has occurred. The Service Credit will be calculated in accordance with the table below.
% of Service Availability per Calendar Month
Service Credit
< 99.00%
10%
<98.0%
15%
<97.0%
25%

b. Support SLA

    1. Support tickets for the Service filed by or on behalf of the Customer will be addressed by AppOmni as follows:
Type
Priority
Response Time
An Error causing a Critical Business Impact to Customer.
1
Within 1 business day
An Error causing a Serious Business Impact to Customer.
2
Within 2 business days
General support questions regarding issues with data or setting in the Service portal
3
Within 2 business days
General information requests
4
Within 2 business days
Requests for Service enhancements
4
Within 10 business days

All Priority Level issues are addressed during business hours.

    1. AppOmni, at its sole discretion may change the priority of a support incident if it does not meet the definitions above in Section 2.b.i. The SLA of the new priority in the event the priority is changed is the only SLA that will be considered.
    2. Customer Obligations. To enable identification and correction of Errors, Customer is required to assist AppOmni technical support staff until the Error is resolved. Required Customer activities may include, but are not limited to, the following: (i) logging into Customer systems for diagnosis of problems; (ii) downloading and installing of AppOmni provided updates or upgrades to the Services; (iii) collecting and sending system logs/files to AppOmni; (iv) modification of Services configuration; (v) re-installation of existing Services; and (vi) assistance with installation of, and participating in, tests for Error fixes.
    3. Escalations. Customer shall follow AppOmni’s escalation process and procedures (“Escalation” or “Escalated”). When Escalation for an issue with resolving an Error is reported by Customer, the following procedures shall apply:
      1. Status Updates. Each Customer support contact shall establish a schedule of follow-up, status updated communications with their AppOmni counterpart that shall ensure timely exchange of information.
      2. Monitor Phase. The purpose of the monitor phase is to evaluate the Customer environment over some period of time to verify that the Escalation has been resolved. Both parties shall co-ordinate monitoring activities and mutually agree to close the monitor phase when it is clear the problem requiring Escalation is resolved.
      3. Closing Escalation. When both parties agree that the issue necessitating Escalation is resolved, the Escalation is closed. Each designated contact shall exchange final reports with their counterpart summarizing the Customer issues, actions taken, results of those actions, likelihood of issue recurrence, and recommended future actions.