Service Level Agreement

Service Level Agreement

(Formerly, Appendix – Support Services & Availability)

This Service Level Agreement governs the provision of Software support services and, for Cority-hosted clients, Software availability and forms part of the order form, or software and services agreement between Cority Software Inc. or its Affiliate identified on an order form or software and services agreement (“Cority’”) and the client identified on an order form or software and services agreement (“Client”). Any capitalized terms not otherwise defined herein will have the meaning given to them in the software and services agreement.

By entering into an order form or software and services agreement that references and incorporates these terms and conditions, Client accepts the terms and conditions set forth herein.

1. Technical Support

1.1 Scope of Support. Technical support includes:

 (a)   Cority User Community (https://uc.cority.com): Online portal that enables members to connect, collaborate and engage with other members. All members are encouraged to participate in forum discussions, review knowledgebase articles/documentation, and submit questions to assist with getting the most out of the Cority platform. The Cority User Community is also an important hub for information on product updates, training, events, and news.

 (b)   Support: Phone (emergency support only), email (emergency support only), and online case portal.

Prior to using the technical support services, Client’s personnel should have a reasonable familiarity with the Software either through formal training provided by Cority or the equivalent in informal training provided by Client. Technical support is available for the purpose of responding to possible errors in the Software and other issues of a technical nature. Technical support does not include implementation services, programming, report generation, resolution of the Client’s computer system problems that are unrelated to the operation of the Software, or troubleshooting issues related to Client’s infrastructure, including servers, networks, or client devices.

Cority’s Maintenance and Support Guide is available to Client via the Cority User Community and sets out additional details relating to Cority’s technical support services. Cority may modify the Maintenance and Support Guide from time to time in Cority’s sole discretion, and updated versions will be made available to Client via the Cority User Community.

1.2 Support Hours. The Cority User Community is available twenty-four hours a day, seven days a week (except during scheduled or emergency maintenance). Phone support is available 24 hours a day Monday through Friday (Eastern Standard time) excluding holidays, and on an emergency basis at all other times to report critical issues or outages.

1.3 Client Assistance. Client will promptly provide Cority with reasonable assistance to determine the cause of and resolve support issues, including where necessary authorizing Cority to remotely access the Client’s instance of the Software and sending information or system data to Cority.

1.4 Support Requests.

 (a)  All requests for technical support must be submitted to Cority via the channels set out in section 1(b) above (each, a “Support Case”). Each Support Case will be assigned a unique case number. Cority will use commercially reasonable efforts to reproduce and diagnose all Support Cases and correct all issues that it is able to reproduce.

 (b)  Client may, acting reasonably, indicate the Severity Levels for each Support Case from the levels set out below. Notwithstanding Client’s selection, Cority may modify the Severity Level assigned to a Support Case in its sole discretion, acting reasonably.

 (c) Cority-Hosted Resolution Times. In the case of Cority-Hosted Clients,  Cority will use commercially reasonable efforts to provide Client with an initial responses and resolution of each Support Case within the Response Time Objective and Resolution Time Objectives set out immediately below. The timelines set out below are targets and not a guarantee of performance. For the purposes of this provision, “work around” means a remedy that temporarily circumvents or temporarily solves the issue until a permanent resolution is found and “resolution” means a permanent remedy that resolves the issue.

(d) Self-Hosted Support Requirements. For Self-Hosted Clients, Client must provide Cority with logs and a scrambled database copy for troubleshooting purposes.

(e) Self-Hosted Resolution Times. In the case of Self-Hosted Clients, provided Client has already delivered logs and a scrambled database copy to Cority, Cority will use commercially reasonable efforts to provide Client with an initial responses and resolution of each Support Case within the Response Time Objective and Resolution Time Objectives set out immediately below. The timelines set out below are targets and not a guarantee of performance. For the purposes of this provision, “work around” means a remedy that temporarily circumvents or temporarily solves the issue until a permanent resolution is found and “resolution” means a permanent remedy that resolves the issue.

(f) In instances where resolution of a Support Case requires a code change for the Software, Self-Hosted Clients will not have access to on-demand hotfixes and will instead need to wait for the next Software release. The resolution time objective will be increased by the time required to develop and disseminate the subsequent Software release for Self-Hosted Clients.

1.5 Third-Party Software. Cority will provide Client with first level support for any Third-Party Software licensed under the Agreement. If Cority is unable to resolve a Support Case created by Client involving Third-Party Software, Cority will open a support ticket with the Third-Party Software provider and such support ticket will be addressed in accordance with the Third-Party Software provider’s standard support services. Any Support Cases involving third-party software will not be subject to the Resolution Time Objectives set forth above. Instead, such support tickets will be subject to the resolution time objectives, if any, made available by the Third-Party Software provider.

2. Availability (Applicable only for Cority-Hosted clients)

2.1 Availability. With respect to the Software, “Available” means that the Software is available to Client for normal use. The Software will be Available at least 99.5% of the time in any given calendar month, 24 hours a day, 7 days a week, 365 days a year. Availability will be expressed to one decimal point with the decimal place rounded up or down to the nearest one-tenth of a percentage point. Availability applies only to production instances of the Software. Availability will be calculated as follows for each calendar month:

Availability = 100 × Expected Availability – Unexcused Downtime / Expected Availability

2.2 Definitions.

 (a)   “Downtime” means any period during which the Software is not Available, in minutes.

 (b)   “Excused Downtime” means Downtime resulting from: (i)the performance of Scheduled Maintenance or emergency maintenance; (ii) an event of force majeure; or (iii) any of the circumstances described in section 3 below.

 (c)  “Emergency Maintenance” means downtime of the Software outside of the Scheduled Maintenance hours that is required to complete the application of urgent patches or fixes, or to undertake other urgent maintenance activities.

 (d)  “Expected Availability” means 7 days per week, 24 hours per day, excluding Scheduled Maintenance, in minutes.

 (e)  “Scheduled Maintenance” means planned downtime, including for server and network maintenance to replace or repair components, update, or upgrades. Cority will make commercially reasonable efforts to notify Client in advance of any Scheduled Maintenance, including through the Cority User Community.

 (f)  “Unexcused Downtime” means any Downtime that is not Excused Downtime.

2.3 Exclusions. Unexcused Downtime does not include any Downtime arising from: (a)Client’s use of any systems that do not comply with the system requirements in the applicable documentation; (b) networks, systems, hardware, equipment, or software not provided by Cority that are installed on or used in connection with the Client’s systems; (c) Client’s negligence, operator error, or use of the Software other than in accordance with its documentation or applicable law; (d) Client’s failure to secure login and password information or otherwise safeguard the Software against unauthorized access; (e) Client’s system management or system administration, including connectivity issues caused by corporate networking (firewalls, proxies, etc.); (f) interruptions or delays in providing the Software resulting from power, telecommunication or Internet service provider failures outside of Cority’s datacenter or cloud hosting environment; or (g) a Disaster (as defined below).

2.4 Emergency Maintenance. If Emergency Maintenance is required, Cority will immediately contact Customer and provide the expected start time of the Emergency Maintenance, its planned duration, and whether Cority expects the Services to be unavailable during the Emergency Maintenance.

2.5 Chronic Availability Failure. If Cority fails to meet the Availability set out in section 1 in three consecutive calendar months or in four calendar months in any 12-month period, Client may terminate the Agreement, in accordance with the termination provisions thereunder and any pre-paid annual fees applicable to the post-termination period will be refunded to Client on a pro-rata basis.

3. Backup & Recovery (Applicable only for Cority-Hosted clients)

3.1 Cority will perform daily backups using industry standard practices and will provide offsite storage of backup files on a weekly basis. Cority will use commercially reasonable efforts to restore any corrupted files following a failure event within 24 hours (72 hours for backups in off-site storage) using the most current backup files available.

4. Disaster Recovery (Applicable only for Cority-Hosted clients)

4.1 Definitions

 (a)  “Disaster” means a situation where data and services at Cority’s primary data hosting center become unavailable or are expected to be unavailable for more than four (4) consecutive hours.

 (b)  “RTO” means the targeted length of time required to restore normal operations following a Disaster.

 (c)  “RPO” means the targeted period in which data might be lost from a service due to a Disaster.

4.2 Recovery Objectives. In the event of a Disaster, Cority’s RTO and RPO are as follows: