Service Level Agreement

This Service Level Agreement (« SLA« ) is a part of SaaS Agreement (Terms of Service) as available at: https://www.syteca.com/en/terms-service-saas (« Agreement« ) between Provider and Customer, under which Provider provides certain Cloud Services to Customer. It sets forth the parties’ objectives and the performance levels Provider is expected to meet. Capitalized terms used but not defined in this SLA shall have the meanings set out in the Agreement.

1. Defined Terms. For purposes of this SLA, the following terms shall have the following meanings:

« Service Credit » means a percentage of Fees to be credited to Customer if Provider fails to meet a Service Level, as set forth in this SLA.

« Service Level » means a performance standard that Provider is required to meet in providing the Cloud Services, as set forth in this SLA.

2. Service Scope. This SLA covers the Cloud Services under the Agreement.

3. Customer Obligations. Customer’s responsibilities and obligations in support of this SLA include the following:
   • (a) Adhering to policies and processes established by Provider [for reporting service failures and incidents and prioritizing service requests.
   • (b) Paying fees and costs as required by the Agreement.
4. Service Levels and Service Credits.
   • (a) Provider shall make the Cloud Services Available, as measured over the course of each calendar month during periods during which Provider does or is required to provide any Cloud Services (each such calendar month, a « Service Period« ), at least 99.95% of the time, excluding only the time the Cloud Services are not Available solely as a result of one or more Exceptions (the « Availability Requirement« ). « Available » means the Cloud Services are available and operable for access and use by Customer and its Authorized Users over the Internet in material conformity with the Documentation. « Availability » has a correlative meaning. The Cloud Services are not considered Available in the event of a material performance degradation or inoperability of the cloud Services in whole.
   • (b) Exceptions. No period of Cloud Service degradation or inoperability will be included in calculating Availability to the extent that such downtime or degradation is due to any of the following (« Exceptions« ):
     • (i) Customer’s or any of its Authorized Users’ misuse of the Cloud Services;
     • (ii) failures of Customer’s or its Authorized Users’ internet connectivity; 
     • (iii) internet or other network traffic problems other than problems arising in or from networks actually or required to be provided or controlled by Provider;
     • (iv) or Customer’s or any of its Authorized Users’ failure to meet any minimum hardware or software requirements set forth in the Documentation; or
     • (v) Scheduled Downtime as set forth below.
   • (c) Scheduled Downtime. Provider shall notify Customer at least 24 hours in advance of all scheduled outages of the Cloud Services in whole or in part (« Scheduled Downtime« ). All such scheduled outages shall: (a) last no longer than 8 hours; (b) be scheduled between the hours of 3 a.m. and 11 a.m., EST time; and (c) occur no more frequently than 1 per month; provided that Provider may request Customer’s approval for extensions of Scheduled Downtime above the duration specified above, which approval may not be unreasonably withheld or delayed.
   • (d) Service Availability Reports. In real time simultaneously with the performance of the Cloud Services, Provider shall make available to Customer a report describing the Availability and other performance of the Cloud Services during the calendar month as compared to the Availability Requirement. The report shall be in electronic form.
   • (e) Remedies for Service Availability Failures. If the actual Availability of the Subscription Services is less than the Availability Requirement for any Service Period, such failure shall constitute a Service Level failure for which Customer will be entitled to claim the corresponding service credits as set forth below:

(f) All Service Credits shall be applied to the next invoice following the contract year in which the Service Level failure occurred, subject to the earn-back procedure set forth below.

(g) The Service Credits set forth in this SLA shall be considered liquidated damages and Customer’s sole and exclusive remedy for Provider’s failure to meet Service Levels. Customer shall not be entitled to any other rights or remedies for Provider’s failure to meet Service Levels .

5. Earn-Back. Provider may earn back some or all Service Credits incurred during a contract year due to Service Level failures, as follows:

• (a) Within 30 days following the end of a contract year, Provider may submit to Customer a report including, for Service Level for which a Service Level failure was incurred during such Contract Year, the following information:
  • Statistics showing Provider’s performance of the applicable
  • Cloud Service for each month;
  • Provider’s annual average monthly performance; and
  • The amount of any Service Credits claimed by Customer for such Service Level failures.
• (b) If Provider’s annual average performance equals or exceeds the applicable Service Level, then Provider shall be relieved from paying any Service Credits assessed during the applicable Contract Year.
• (c) Any Service Credits claimed by customer and that have not been relieved as set forth above will be applied to the first invoice of the contract year following the contract year in which such Service Credits were claimed.