Acreto Service Level Agreement

Rev. 091819-1c

1. 1. Service Level Agreement (“SLA”)
      1. Acreto (“Company”) commits to a level of service for Customers of 100% Uptime enforced by penalties as represented below.

1. 1. Definitions
      1. Terms used in this SLA are defined as follows:
         1. “Service” means, collectively, the functionalities and features, information and tools available from the Company.
         2. “100% Uptime” means the continuous flow of existing data communication via the Company’s Service over a period of one month.
         3. “Penalties” means that should the service not meet the defined Uptime, the Customer will receive a credit depending on the severity of the Unplanned Downtime experienced based on calculations defined in Section 6.
         4. “Unplanned Downtime” is the unplanned cessation of the flow of existing data communications via the Company’s Service for some period of time, measured in minutes, due to the unavailability of the Service. Unplanned Downtime excludes downtime resulting from Customer or Company Planned Downtime or downtime caused by Force Majeure.
         5. “Customer” means the organization that has purchased and explicitly enabled Services from the Company.
         6. “Flow of Existing Data Communication” is electronic communications consisting of files, software, scripts, multimedia images, graphics, audio, video, text, data or other objects initiated by the Customer or a Third-party that is communicated via the Company Service.
         7. “Planned Downtime” refers to the specified downtime previously scheduled by the Customer or the Company. This downtime is excluded from any Unplanned Downtime calculation.
         8. “Force Majeure” means downtime that is the result of conditions or events that are beyond Company’s reasonable control. Such events might include but are not limited to any acts of common enemy, the elements, earthquakes, floods, fires, epidemics, and inability to secure products or services from other persons or entities.
         9. “Planned Availability” is the total number of uptime minutes per month minus Company or Customer Planned Downtime or downtime caused by Force Majeure.
         10. “Service Level” the standards by which the Company measures the level of service it provides.
         11. “Incident” is the set of circumstances resulting from the Company’s failure to meet the committed Service Level.
         12. “Downtime Period” is the number of minutes resulting from Unplanned Downtime.
         13. “Claim” means a written Customer submission to the Company pursuant to this SLA that a Service Level has not been met and a Service Credit may be due to the Customer.
         14. “Service Credit” is the percentage of the monthly fees for the Service that is credited to the Customer for a validated Claim.
         15. “Customer Support” means any assistance provided by the Company to the Customer to resolve Service related issues.
         16. “Monthly Fee” contracted monthly service rate.

1. 1. Service Credit Claims
      1. Company provides this SLA subject to the following terms.
      2. Claim eligibility regarding any Incident requires the Customer to notify Customer Support of the Incident within two business days following the Incident.
      3. Customer must notify Customer Support of its intention to submit a Claim. Customer must also provide documentation of all reasonable details regarding the Incident referenced by the Claim, including but not limited to:
         1. The duration of the Incident(s);
         2. Detailed descriptions of the Incident(s);
         3. Any logs, network traceroutes and other monitoring reports;
         4. IP address(es), FQDN(s) or URL(s) affected;
         5. Documentation of any attempts made by Customer to resolve the Incident(s).
      4.  For the Claim to be considered by the Company, the Claim must be submitted by the Customer and include sufficient evidence to support the Claim, by the end of the billing month following
         the billing month in which the Claim Incident occurs.
      5. Company will use all reasonably available information to validate the Claim and make a good faith judgment on the applicability of the SLA Service Levels to the Claim.

1. 1. SLA Exclusions
      1. This SLA and any applicable Service Levels do not apply to any performance or availability issues:
         1. Due to factors outside Company’s reasonable control;
         2. That resulted from technologies in use by the Customer’s or third party’s hardware or software;
         3. That resulted from Customer or third-parties actions or inactions;
         4. Caused if the Customer did not modify its use of the Company’s Service after Company advised Customer to modify its use of the Service;
         5. During beta, trial, proof-of-concept or proof-of-value Service (as determined by Company);
            Or
         6. That are byproducts of acts or omissions of Customer or Customer’s employees, contractors, vendors, agents, or anyone gaining access to Company’s Service by means of Customer’s Authorized accounts or equipment.

1. 1. Service Credits
      1. The method and amount of calculation of Service Credits is described below in Section 6.
      2. Service Credits are the Customer’s sole and exclusive remedy for any violation of this SLA.
      3. The total amount of Service Credits awarded in any twelve (12) month period shall not exceed two (2) months of a Customer’s cumulative total monthly service fees.
      4. Service Credits for this SLA will only be calculated against monthly recurring fees associated with the Service.

1. 1. Service Credit Calculation
      1. Service Credit amount for any and each Downtime Period is calculated as follows:
         1. Service Credit = (Downtime Period Minutes ÷ Planned Availability) x Monthly Fee
            

1. 1. Methodology
      1. Company is not responsible for monitoring of Customer infrastructure, applications or services; this responsibility lies with the Customer. Company will review provided data on a Customer’s reported Downtime Periods by any commercially reasonable independent measurement system used by the Customer.
      2. Company will use all reasonably available information in order to calculate Service Credit for Downtime Period experienced during an Incident, including analysis of all available Data immediately prior to the Downtime Period.