Service Level Agreement

Last updated on April 14, 2021.

This Service Level Agreement (this “SLA”) is incorporated into and made a part of the Appspace End User Agreement entered into by and between Appspace and End User (the “Agreement”). All capitalized terms that are used but not defined in this SLA shall have the respective meanings given to them in the Agreement.

 

  1. SUPPORT AND MAINTENANCE SERVICES

 

In the event there is an issue that affects End User’s ability to effectively access and use the Products (an “Incident”), it may contact Appspace, report the Incident, and request Appspace’s help in resolving it.  Committed response times for all Incidents are governed by the Product level purchased by End User under the Agreement, as outlined in the table below. Appspace measures its response times in Business Hours, starting from the time of receipt by Appspace of the initial Incident report through Appspace’s online support portal.

 

  • Registered (Free) = N/A
  • Advanced (Express & Omni Z) = 12 hours (Subscription Services only)
  • Premium (Omni-C & Omni-D) = 4 hours (Subscription Services), 8 hours (Software)
  • Elite (Omni-E & Omni-F) = 2 hours (Subscription Services), 4 hours (Software)

 

Appspace shall use commercially reasonable efforts to resolve any Incident promptly.

 

  1. AVAILABILITY SERVICE LEVEL

 

During the term of the Agreement, Appspace shall ensure 99.5% System Availability over any calendar month.  Should Appspace fail to achieve 99.5% System Availability over a calendar month, End User shall have the right to receive, as an exclusive remedy for its breach of this obligation, the applicable service level credit (“Service Level Credit”) set forth in Section 4 below. 

 

  1. DEFINITIONS 

 

“Available” means the time periods that the Products are accessible by End User.

 

“Business Hours” means the hours of 8:00am – 5:00pm, Monday – Friday, in End User’s nearest Appspace regional office as indicated below. Business Hours do not include any local or regional holidays. Appspace’s regional officers are as follows:

 

  • Dallas — GMT -6 (CST)
  • London – GMT 0 (or GMT +1 for BST)
  • Dubai – GMT +4 (8:00am – 5:00pm, Sunday – Thursday)
  • Kuala Lumpur – GMT +8

 

“Emergency Maintenance” means maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Products and resolution of which cannot wait until the next Scheduled Maintenance or cannot be remedied in the course of Scheduled Maintenance. Appspace shall use commercially reasonable efforts to notify End User in advance of any Emergency Maintenance, and shall promptly notify End User of the Emergency Maintenance and actions being taken in the course thereof once Appspace becomes aware of an occasion requiring Emergency Maintenance.

 

“Force Majeure Event” means an event beyond either party’s reasonable control (excluding payment obligations under the Agreement), including without limitation, significant failure of a part of the power grid, sabotage, denial of service attack, significant failure of the Internet, natural disaster, war, riot, insurrection, pandemic, epidemic, strikes or other organized labor action, terrorism, or other events of an unforeseeable nature. The Party affected by the Force Majeure Event shall diligently attempt to remove such cause or causes and shall promptly notify the other Party of the existence of the Force Majeure Event and its probable duration.

 

“Scheduled Maintenance” means maintenance performed by or on behalf of Appspace for which Appspace provides notice to End User of such maintenance no less than 72 hours prior to the occurrence of maintenance that will involve both Parties. “Scheduled Maintenance” shall not include instances of Emergency Maintenance unless otherwise agreed by the Parties in writing.

 

“Scheduled Uptime Minutes” means the difference between (a) the total aggregate minutes in the applicable month and (b) minutes in that month in which the Products are not Available to End User due to Scheduled Maintenance.

 

System Availability” means the percentage of total time during which the Products are Available to End User.

 

“Unscheduled Outage Minutes” means all those minutes in which the Products are not Available to End User, excluding minutes arising from any of the reasons specified in Section 4(c) below.  Unscheduled Outage Minutes shall be counted from the time that End User notifies Appspace of an outage to the time that a representative of Appspace notifies End User that the outage is resolved.

  1. SERVICE LEVEL CREDITS

 

  1. Service Levels. In the event the System Availability of the Products are less than 99.5% over a calendar month, End User shall be eligible for a credit for the calendar month’s portion of the Products fees in the amounts set forth below, prorated accordingly in the event of an annual or quarterly Products fees.  

 

System Availability will be expressed as a percentage calculated in accordance with the following formula:

System Availability % = (Scheduled Uptime Minutes – Unscheduled Outage Minutes)

Scheduled Uptime Minutes

 

  1. Service Level Credits. In the event that Appspace fails to meet the System Availability objectives set forth above, End User will be entitled to a Service Level Credit of 1% of the fees paid or payable for the Products during each calendar month for every 1% by which the System Availability is less than 99.5% of time for said month, provided such Service Level Credit shall not exceed 25% in any calendar month.  Appspace will notify End User within thirty (30) days if End User is eligible for a Service Level Credit from the prior calendar month. At Appspace’s option, the Service Level Credit will either be (a) set off against any fees or other charges payable to Appspace under the applicable Order, or (b) payable to End User via check or ACH.

 

  1. Exceptions. Notwithstanding anything herein to the contrary, minutes in which the Products are not Available due to any of the following reasons shall not be considered Unscheduled Outage Minutes or a failure to meet the System Availability commitment for the purposes of the calculation of System Availability: 
  1. Failure of hardware, software or other equipment not provided by Appspace and used by End User in connection with the Products;
  2. End User’s inability to access its internet service provider via End User’s internal network gateway, or End User’s internet service provider’s inability to access the Products due to technical difficulties of End User’s internet service provider;
  3. Scheduled Maintenance; 
  4. Force Majeure Event suffered by Appspace;
  5. End User not providing information or approval that is necessary to bring the Products back;
  6. Mutually agreed upon unscheduled maintenance which remediates a critical priority problem; 
  7. Failures due to catastrophic outages suffered by Appspace’s hosting provider; 
  8. A suspension of End User’s access to Products due to the reasons described in the Agreement; and
  9. Emergency Maintenance.