Service Level Agreement

THIS SERVICE LEVEL AGREEMENT (this “SLA”) applies to the web-based communications platform product (the “Services”) provided by Eltropy for each entity (each a "Customer") which has contracted to have access to the Services for such Customer’s personnel and contractors (“Users”).

Eltropy is committed to providing a highly available and secure network to support Customers. Providing Customers with consistent access to the Services is a high priority for Eltropy and is the basis for its commitments in this SLA. This SLA provides certain rights and remedies if a Customer experiences service interruption or a delay in problem response as a result of a failure of Eltropy infrastructure or services.

1. Effective Time; Changes. This SLA applies only with respect to a particular Customer ninety (90) days from the provisioning of Service or, if applicable and if later, completion of the “stabilization period,” as such term is defined in the Set-up Services Statement of Work for such Customer. Eltropy may amend or terminate this SLA as to future periods by providing notice to Customers at least 30 days prior to the amendment taking effect.
2. Term Definitions. For the purpose of this SLA, the indicated terms are defined as follows:
   “Available” or “Availability” means, for a particular Customer with an active and enabled account, that its Users have reasonable access to the Services.

“Downtime” means, for a particular Customer, the total number of minutes in a particular period that the Services are not Available.

“Exclusions” means, for a particular Customer, Downtime attributable to any of the following:

1. Maintenance Time
2. A force majeure event
3. Any systemic Internet failures
4. Any custom services
5. Any failure or incompatibility in the Customer’s own hardware, software or network connection or due to its Internet service provider(s)
6. Customer’s acts or omissions, including its failure to satisfy the Minimum Requirements
7. Improper use by Customer or its User (e.g. wrong password)
8. Anything outside of the direct control of Eltropy

“Maintenance Time” means the time period during which the Services are not Available each month so that Eltropy can perform maintenance.

“Minimum Requirements” means the configurations Customer must have to access the Services including (a) Internet connection with adequate bandwidth and (b) an Internet browser supported by Eltropy.

“Monthly Fee” means, as of any date for a particular Customer, 1/12th of the annual User Fees (as defined in the related “SaaS Services Agreement”) then paid by Customer to Eltropy.

“Problem Response Time” means, for a particular service request for the Services, the time period from Eltropy’s receipt of the information needed to confirm and reproduce the related error until Eltropy commences resolving such error. Due to the wide diversity of problems that can occur, and the methods required to resolve them, Problem Response Time IS NOT defined as the time between the receipt of a call and problem resolution. For clarity, the Problem Response Time does not include any time before Customer submits the applicable service request to Eltropy.

“Service Credit” means credits issued to a Customer due to Eltropy’s failure to achieve a particular commitment under this SLA.

3. Service Levels.

3.1 Availability. Eltropy uses a proprietary system to measure whether the Services are Available and this system will be the sole basis for determining Availability under this SLA. Availability for a particular calendar month period is calculated based on the following formula:

A = (T – M – D) / (T – M) x 100%
A = Availability
T = Total monthly minutes in such month (@1440 minutes/day)
M = Maintenance Time
D = Downtime, other than due to Exclusions

3.2 Problem Response Time. Eltropy uses its email and Service Desk systems to time-stamp communications and commencement of resolution, and these systems will be the sole basis for determining Problem Response Time under this SLA. Problem Response Time is calculated based on the following formula:

Incident Ticket Create Time - Report Arrival Time

Incident Ticket Create Time is logged in the Eltropy Service Desk Incident ticket.
Report Arrival Time is logged in Eltropy’s email system.

Eltropy’s failure to meet the Problem Response Time target indicated below with respect to a Customer for a particular problem, shall result in a Service Credit calculated per incident equal to 3% of the Monthly Fee for such Customer, up to a maximum total Service Credit with respect to such Customer in any calendar month of 15% of such Monthly Fee. The response time per incident will vary upon the degrees defined below:

4. Remedy and Procedure.

4.1 Generally. Service Credits have no cash value and may only be a credit that is applied by Customer toward future User Fees.

4.2 Process. The remedy and the procedure for Service Credits if Eltropy fails to meet the service level metrics set forth above are as follows:

(a) Qualification Criteria. To qualify for the above Service Credits:
(i) There must be a written support request by the Customer reporting the issues;
(ii) Customer’s account must be in good standing with all invoices paid and up to date;
(iii) No failure or incompatibility in the Customer’s own hardware, software or network connection; and
(iv) Customer must have followed the instructions to use the Services.

(b) Claim Process: Customer must file a claim with Eltropy, in writing, within 5 business days of the incident, by providing the following details:
(i) Subject of email must be: "Claim Notice - 'CustomerSubDomain " (Customer's white-label URL through which its Users access Eltropy must be listed in place of 'CustomerSubDomain ');

(ii) List the Services feature that was affected;

(iii) List the date and time when the Downtime Minutes occurred / was first observed or when the excessive Problem Response Time occurred, as applicable;

(iv) List user(s) Display Name and E-mail address affected by Downtime Minutes or excessive Problem Response Time, as applicable;

(v) List an estimate of the amount of actual Downtime Minutes or minutes past the applicable Problem Response Time, as applicable; and

(vi) Details of the documented mail reporting the issue – Subject, Sender and Recipients Details.

4.3 Sole Remedy. The issuance of Service Credits as provided above is Eltropy’s sole obligation, and Customer’s sole remedy, for any lack of Availability of the Services or failure to achieve Problem Response Time targets.