Last updated: 07/21/22
This Service Level Agreement (“SLA”) sets forth the terms and conditions under which Humankind will provide service levels to Clients pursuant to the Master Subscription and License Agreement executed between Humankind and Clients (the “Agreement”).
1. Definitions. Capitalized terms used but not defined herein will derive their meaning in the Agreement. Capitalized terms not otherwise defined in the Agreement will have the following meanings:
1.1 “Downtime"Means any time that the Software Services are not available for access by Client or its Customers, excluding Excused Downtime.
1.2 “Excused Downtime”Means any Downtime that is caused by (i) Maintenance, (ii) Client’s or Customers telecommunications, Internet, and network services, (iii) software, hardware, and services not controlled by Humankind (including but not limited to third-party services used to provide the Software Services and software or sites that are accessed or linked through the Software Services), or (iv) any force majeure events as set forth in the Agreement or other matters beyond Humankind’s reasonable control.
1.3 “Maintenance”Means maintenance to the Software Services: (i) that occurs during the time period that Humankind or its third-party service providers reserve for scheduled maintenance, which will be non-business hours (i.e. not during 8:00 a.m. to 6:00 p.m. Pacific Time, Monday through Friday, excluding those weekdays on which any federal holidays occurs in the United States) and will not exceed four (4) hours per month; and (ii) any additional maintenance for which Humankind provides Client with at least two (2) days advance notice.
1.4 “Respond” or “Response”Means Humankind’s acknowledgement of Client’s service request and initiation of restoration procedures by appropriate Humankind personnel.
1.5 “Uptime” means any time that is not Downtime.
2.1 Target and Achieved Uptime.Humankind will use commercially reasonably efforts to provide at least 95% Uptime in any calendar month. (the “Target Uptime Percentage”). The actual Uptime percentage for each calendar month will be the quotient, expressed as (i) the total minutes potentially available in that month minus total minutes of Downtime), divided by (ii) the total minutes potentially available for Uptime for that month (the “Achieved Uptime Percentage”).
2.2 Termination for Service Downtime. In the event that Achieved Uptime Percentage for Customer’s production environment falls below the Target Uptime Percentage in three (3) consecutive months in a twelve (12) month period (a “Triggering Event”), Client shall have the right to immediately terminate the affected Order Form (“Cancellation Notice”) by providing Humankind written notice of such cancellation (a “Cancellation Notice”) within 14 days after the last day of the calendar month in which the Triggering Event arose (the “Triggering Month”). If Client does not provide a Cancellation Notice within 14 days after the last day of the Triggering Month, the Cancellation Right arising with respect to the Triggering Event shall expire.3. Services Summary.If included on an applicable Order Form, Humankind will use commercially reasonably efforts to (i) provide troubleshooting for the Software Services; (ii) assist in resolving connectivity issues associated with the Software Services; (iii) perform Software Service upgrades; (iv) assist Client with other technical questions.4. Support. Humankind shall (i) provide Customer with access (via the internet, telephone or other means established by Humankind) to its support helpline, (ii) install, when and if generally available, updates, and deploy bug fixes and code corrections to restore, improve, and/or correct Services; and (iii) use reasonable efforts to correct or circumvent any material deviation between the then-current, general release version of the (the foregoing referred to collectively as “Support”). When providing the Support described in this Section 3, Humankind agrees to respond to Client complaints and problems according to the severity level and response time goals as outlined below:
SEVERITY LEVEL & TARGET RESPONSE TIMECritical:
Within 2 business hours
Software Services are unavailable or inoperable. No workaround is available.
Non-Critical: Within 6-8 business hours
The problem is not critical to Client’s business operations, and a workaround is available.
General: Within 48 business hours
Client has general questions and Support requests about the Software Services.
THE PROVISIONS OF THIS SLA ARE CLIENT’S SOLE AND EXCLUSIVE REMEDIES FOR HUMANKIND’S FAILURE TO MEET THE UPTIME AND RESPONSE TIME STANDARDS SET FORTH IN THIS SLA.