In performing the SaaS Services for Customer, Kontakt.io’s level of service availability performance will be at least equal to or exceed the SLA set forth herein at all times during the Term of a master services agreement.
1. Definitions. Capitalized terms not otherwise defined in this SaaS Schedule B will have the meanings found elsewhere in this Agreement.
1.1. “Availability” means that the SaaS Services are readily available to Customer and operating without Error, excluding any Qualifying Outage Minutes.
1.2. “Failure” means any failure of Kontakt.io to meet the standards set forth in Sections 2, 3, or 4 herein.
1.3. “Monthly Availability Percentage” means the amount equal to the total number of minutes (multiply the number of calendar days in any given month by the product of 24 times 60) in the applicable month, minus the Qualifying Outage Minutes for that month, then divided by the total number of minutes in that month.
1.4. “Outage” means the period (measured in minutes) that the SaaS Services are not readily available to Customer and/or are operating with material Error; but will not include: (i) Scheduled Downtime; (ii) periods of unavailability attributable to Customer’s negligent acts or omissions or Customer or Customer’s third party vendor systems failure which prevents the Service from operating correctly; or (iii) Customer’s failure to timely respond to Kontakt.io in connection with resolution of any Problem.
1.5. “Performance” means the total time a representative transaction takes to execute. The representative transaction will involve execution of a command against the production application. The representative transaction will not exercise network paths outside Kontakt.io-approved network architecture.
1.6. “Problem” means any problem, inquiry or request relating to any SaaS Services Error. Problems will be initially classified by Customer in accordance with the Severity level classifications set forth in Section 4 below.
1.7. “Qualifying Outage Minutes” means the aggregate of all Outages in a month.
1.8. “Scheduled Downtime” means the downtime required by Kontakt.io for upgrading or maintaining the SaaS Services; provided, that (i) such downtime occurs outside of office hours or at such other hours that Customer has approved; and (ii) Kontakt.io has provided five (5) business days prior written notice of such downtime or at least one (1) day prior in case of critical updates required for the continuity and safety of operating the Service.
1.9. “Severity” is the assessed possible risk or effect of a Problem on Customer’s business operations. All notifications, escalations, and standards for responding to Problems are set by Severity in Section 4.
2. Monthly Availability Percentage Standard. Kontakt.io will maintain Availability of the SaaS Services 99.5% on a monthly basis.
3. Problems Resolution Standards.
Customer Service. Kontakt.io will maintain help desk support that will receive Problem requests on a 24x7x365 basis. Elapsed time from initial
trouble report to call acknowledging Problem and providing estimated time for technician response will be based on the Sevirity Level defined in section 4. Kontakt.io’s standard and emergency Customer service contact information is set forth below: Technical support requests should be submitted here:
https://support.kontakt.io/hc/en-gb/requests/new. Knowledge base and system status information can be found here: https://support.kontakt.io/hc/en-gb Phone support number is: +1 415- 295-4558 request: technical support.
4.1
(a) Severity 1 – A Severity 1 Problem is a Problem resulting from an Error or other emergency condition that causes the SaaS Services to cease operating, severely impairs Availability or normal operation of the SaaS Services. A Kontakt.io technician will initially respond to a Severity 1 Problem as soon as possible, but in any event within sixty (60) minutes, and will resolve each Severity 1 Problem as soon as possible, but in any event within four (4) hours from the time the Severity 1 Problem was first responded to.
(b) Severity 2 – A Severity 2 Problem is a Problem resulting from an Error or other emergency condition that results in a strong negative impact to critical SaaS Services functions or the SaaS Services are unable to process Customer Data or to send notifications or communications but does not meet the criteria defined for Severity 1 Problems above. A Kontakt.io technician will initially respond to a Severity 2 Problem as soon as possible, but in any event within sixty (60) minutes, and will resolve each Severity 2 Problem as soon as possible, but in any event within twenty-four (24) hours from the time the Severity 2 Problem was first reported. Resolution of a Severity 2 Problem may include the following interim remedies; provided Customer has approved in writing the interim remedies proposed:
- Data Correction – Kontakt.io will take all reasonable measures to correct data in the database to resolve the issue.
- Workaround Technique – Kontakt.io will provide the user with a materially equivalent alternate method to perform or accomplish the same task, until the issue is resolved in the next update to the SaaS Services.
- Software Correction – If data correction and workaround techniques prove successful in Customer’s sole discretion, Kontakt.io will nevertheless resolve the Severity 2 Problem in the next update to the SaaS Services.
- Emergency Escalation – If Data Correction and Workaround Techniques prove unsuccessful in Customer’s sole discretion, Kontakt.io will perform emergency maintenance to resolve the Severity 2 Problem within forty-eight (48) hours of Customer’s request for emergency escalation.
(c) Severity 3 – A Severity 3 Problem is a Problem resulting from an Error or other emergency condition that results in any failure of the SaaS Services to perform in a manner that inhibits effective utilization of the SaaS Services, but does not meet the criteria defined for Severity 1 or 2 Problems above. A Kontakt.io technician will initially respond to Severity 3 Problems as soon as possible, but in any event within four (4) hours during office time, and will resolve each Severity 3 Problem within four (4) work days from the time the Severity 3 Problem was first reported. Resolution of a Severity 3 Problem may include the following interim remedies; provided, that Customer has approved in writing the interim remedies proposed:
- Workaround Technique – Kontakt.io will provide the user with a materially equivalent alternate method to perform or accomplish the same task, until the issue is resolved in the next update to the SaaS Service
- Software Correction Scheduling – Kontakt.io will resolve the Severity 3 Problem in the next update to the SaaS Services. An estimated time of delivery will be provided to the Customer within ten
(10) business days of initial report of each Severity 3 Problem.
(d) Severity 4 – A Severity 4 Problem is a Problem resulting from an Error or other condition that results in no performance degradation of the SaaS Services and during which the Customer Data remains fully accessible and unharmed, but requires non-critical, remedial maintenance to the SaaS Services. A Kontakt.io technician will initially respond to Severity 4 Problems as soon as possible, but in any event within one (1) business day, and will review each Severity 4 Problem within ten (10) business days.
5. Root-Cause Analysis & Correction. Promptly, and in no event later than fourteen (14) days after Kontakt.io’s discovery of, or, if earlier, Kontakt.io’s receipt of a notice from Customer regarding, any Failure, Kontakt.io will: (i) perform a root-cause analysis to identify the cause of such Failure; (ii) correct such Failure (when caused by Kontakt.io); (iii) provide Customer with a written report detailing the cause of, and procedure for correcting such Failure.
6. Service Compliance Relief. Kontakt.io will be entitled to temporary relief from its obligations to timely comply with the SLA if and to the extent: (i) it has been determined, by mutual agreement of the Parties that such failure by Kontakt.io directly results from Customer’s failure to perform its obligations under this Agreement or from a failure in performance of any provided subcontractor, agent, or third party not managed by Kontakt.io; and (ii) Kontakt.io provides Customer with reasonable prior written notice of, and a reasonable opportunity to correct, such failure. Such temporary relief will be only to the extent and for the duration that Kontakt.io’s performance is so affected and Kontakt.io will in all events use commercially reasonable efforts to return to compliance with its obligations.
7. Fee Reductions. Kontakt.io will exercise its best efforts to meet the SLA upon execution of this Agreement. Notwithstanding the foregoing, fee reductions associated with the SLA will not commence until sixty (60) days following any Go-Live date in any particular facility. In the event of a Sevirity 1 or Sevirity 2 failure impacting at least 30% of the scope of Service in any given month, a fee reduction in the amount of ten percent (10%) of the Fees paid or payable by Customer attributable to such month and to such Customer building in which the failure has occurred, will be imposed on Kontakt.io. The Parties acknowledge and agree that these fee reductions are intended to reflect, to some extent, the diminished value of the SaaS Services as a result of any such Failure; The fee reduction shall be Customer’s sole and exclusive remedy with respect to any such Failure by Kontakt.io. In the event Customer recovers damages from Kontakt.io for any breach or default with respect to any Failure, such damages will be reduced to the extent of any fee reductions previously collected by Customer in respect of such Failure. Fee reductions will be aggregated on an annual basis and settled by the last day of the month following the end of the service year in which such fees were earned.
8. Exclusions and Scheduled Maintenance. Exclusions
8.1. Force Majeure. Kontakt.io will not be deemed to have failed to achieve the Target if such failure occurs as a result of an event beyond Kontakt.io’s reasonable control, including but not limited to governmental acts, work stoppages, fire, civil disobedience, riots, terrorist acts, rebellions, accidents, explosions, interruptions or imperfections in telephonic service, communications line or equipment failures, satellite malfunctions, electrical disturbances, brown-outs or black-outs, floods, storms, earthquakes, acts of God and similar occurrences, provided that Kontakt.io uses commercially reasonable efforts to fulfill its obligations under this Agreement.
8.2. Cloud Services. Kontakt.io will not be deemed to have failed to achieve the Target if such failure occurs as a result of interruptions or imperfections in a cloud computing service such as AWS, Azure or Google Cloud (“Cloud Services”).
8.3. Act of Customer. Kontakt.io shall also not be deemed to have failed to achieve the Target if such failure occurs due to an act or omission of the Customer.
d. Scheduled Maintenance. Scheduled maintenance shall be excluded from the calculation of uptime or service availability. Scheduled maintenance shall be announced one week prior to release and not exceed 2 hours per month.