Service Level Agreement

Definitions

The following definitions apply to this Annex 1:

Compatibility

• 1. The Software is currently compatible with the following desktop Browsers:
• Google Chrome from version 57;
• Mozilla Firefox Browser from version 50;
• Apple Safari from version 8;
• Microsoft’s Internet Explorer 11 and Edge 11;
  1. The Software will remain compatible with HTML 5.
  2. The Software’s web application shall be mobile optimised
  3. The Software’s mobile Apps are currently compatible with the following operating systems:
• Google OS Android version 7.0 onward for Android Apps;
• iOS 10 for Apple Apps.
  1. Joveo will make the Software compatible with the newest versions of the supported browsers within thirty (30) days of their release.
  2. The Software is not designed to be compatible with non-stable development, alpha, or beta versions of any systems.
  3. Joveo reserves the right to (i) only support the last three released versions of any commercial browser or mobile operating systems; and (ii) discontinue support for any version that is no longer supported by its licensor. Users should not access the Software from unsupported browsers or browsers operated on unsupported operating systems or from systems that have not been patched for known high risk vulnerabilities.

Technical Support

• 1. Technical support is provided for reporting and resolving Defects and security incidents only and is provided to User Administrators at no additional cost.
  2. Defects or security issues can be reported to Technical Support 24 x 7 x 365 via the Customer Service Portal. In the event that the portal is unavailable, issues should be reported using the email [●].
  3. Technical support is available from Monday to Friday at 9am - 5pm EST in English.

Defect Severity Levels

• 1. Each Defect reported to Technical Support through the Customer Service Portal will be assigned a severity level in accordance with the following schedule:
• Critical (S1): Any Defect that causes the system to be Unavailable; puts data integrity at risk; or for which data entry or access is materially impaired on more than a limited basis for multiple Users.
• Major (S2): Any Defect that causes a major sub-system, module, or feature set of the Software to be inoperable, preventing multiple Users from performing a mission-critical business activity for which there is no available Workaround.
• Minor (S3): Any Defect, excluding S4 Defects: (i) for which Customer has Workaround options or which only affects a single User; or (ii) that causes a feature or function of the Software to be inoperable, thereby preventing multiple Users from performing non-mission-critical business activities.
• Nominal (S4): Any Defect that has limited impact on the functionality of the Software, or which is trivial in its nature, and is easily circumvented or ignored by Users, such as incorrect labels, colors, or screen configuration.
  1. If a Defect falls within more than one severity level category, then the incident will be assigned the highest severity level. Customer may dispute an assigned severity level in accordance with the dispute procedure outlined in the Agreement.

Defect Reporting & Resolution

• 1. Response Schedule

• 1. Initial response time commences when Customer reports an issue through the Customer Service Portal.
  2. If additional information is required from Customer to resolve the Defect, Joveo’s Technical Support will request that information. The time requirements stated in the table above are suspended during the time the support technician is waiting for a response from Customer. Once an adequate response is received, the time requirements resume where it left off.
  3. Resolution Times for S2 Defects relating to Search features excludes any time required to reconstruct search indexes, which will vary based on the amount of customer data indexed.
  4. Resolution Times for Defects on mobile apps deployed through distribution platforms such as Apple’s App Store or Google Play are subject to the rules and conditions applicable to Joveo as a publisher on those platforms, and may vary significantly from the times indicated above.
  5. All open and closed tickets can be viewed and sorted on the Customer Service Portal. Status updates are provided to Customer via the Customer Service Portal in real time.
  6. Contact information for escalation is published on the Customer Service Portal. Escalation consists of notifying and ensuring the involvement of each of the following management levels in problem determination and resolution in an escalating manner: Manager, Director, VP, and SVP, in that order in accordance with the above table.

Service Level Credits for Defect Resolution

• 1. If during any month of service, Joveo fails to remedy two (2) or more S1 or four (4) or more S2 Defects within the prescribed Resolution Time, then Joveo will make available, as Customer’s sole and exclusive remedy, a Service Level Credit on its next service fee invoice equal to 10% of the Monthly Service Fees.

Additional Services

• 1. Information requests for copies of independent auditor reports and copies of third party security assessments, or requests for the completion of annual Information Security Assessments, must be made through the Customer Service Portal and will be managed by the Account Management team.
  2. Joveo may provide additional Services, including fixing, adjusting, or otherwise making changes directly to the Configuration of production Instances or the data, including changing custom field values and data set values, or updating templates, or portal content, at the request of Registered User Administrators from time to time. These Services will be provided at Joveo’s standard hourly rate, in increments of thirty (30) minutes, unless otherwise priced in accordance with an Order. The rates for this work will depend on the type of person performing the Services in accordance with Joveo’s standard rate card. No work will be performed without written approval from the Customer.
  3. Assigned account managers will be available during their defined work schedule. Account managers will not provide Technical Support.

Data Breach Notifications

• 1. In the event of a Data Breach, the affected customers will be notified promptly of the incident, but in all cases within forty-eight (48) hours of detection by Joveo. Joveo will provide updates every four (4) hours on the security incident via the Customer Service Portal or email. Joveo will provide a root cause analysis to affected customers upon the completion of its post event analysis of the incident.

Service Availability

• 1. During each calendar month of the Software Term, Availability for the Software shall be: (i) 99.6% for the Peak Service Period and 96% for the Off-peak Service Period for the Software; and (ii) 90% for the Peak Service Period for Non-Production Instances; in all cases exclusive of any portion of the periods during which the Software is unavailable due to the Excused Downtime
  2. Upon request, the real-time Availability Service Level Daemon report can be published in the Software, and made viewable to User Admins.

Service Level Credits for Availability

• 1. If during any calendar month of the Software Term, the Software Availability is less than as specified in Section 9.1(i), then Joveo will make available, as Customer’s sole and exclusive remedy for service interruption, a Service Level Credit on its next service fee invoice equal to the corresponding percentage noted below of the applicable Monthly Service Fees.
  2. Any Service Level Credits not applied during the Software Term will be paid no less than thirty (30) days from expiration of the Software Term in the event that Customer does not renew their Software.

Performance

• 1. Joveo shall make commercially reasonable efforts such that the 75h percentile of Software Response Time during any monthly period shall remain below three (3) seconds, and the 50th percentile shall remain below 1 second, with the exception of any background tasks, massive actions, integration dependent tasks, or complex automation tasks (i.e. “parse-strip-index-link” or similar). Slow performance must be reported on the Customer Service Portal.
  2. If during any twenty-four (24) hour period Response Time exceeds the percentile threshold by less than 50%, it will be classified as a “performance Defect” of Severity Level S3, and if it is greater than 50% it will be classified as an S2. Document search (without cross reference to Lists) will meet an average benchmark performance of less than 1 second on small data sets (< 1MM documents) and less than two (2) seconds on large data sets (< 4MM documents). Slow search performance greater than 100% of the benchmark rate over any twenty-four (24) hour period will be classified as an S3 issue. Slow search performance greater than 200% of the benchmark rate will be classified as a S2 issue.

Maintenance

Joveo agrees as follows:

• 1. Joveo shall ensure that the Software and associated technology systems have availability for use by Customer, 24/7, 365 days of the year with the exception of those times where planned maintenance (which will be known as “Permitted Maintenance”) has been approved by Customer.
  2. Joveo shall provide Customer with a schedule of Permitted Maintenance (“Maintenance Schedule”) for the technology systems and wider ICT Environment within thirty (20) Working days of the commencement date of this Agreement.
  3. The Maintenance schedule will be updated quarterly. The provision of Permitted Maintenance in line with the Maintenance Schedule will be monitored as part of the performance of Joveo.
  4. Joveo shall only undertake such Permitted Maintenance in accordance with the Maintenance Schedule approved by Customer.
  5. Joveo shall ensure that all Permitted Maintenance is completed outside of business hours (the hours of 8am to 6pm).
  6. Where any maintenance is required that is ad hoc and unplanned maintenance (to be known as “Emergency Maintenance”) that is not part of the Maintenance Schedule because Customer reasonably suspects that the technology systems or the Services, or any part of the technology systems or the Services, has or may have developed a fault, Joveo shall immediately notify Customer of any incidents which may cause loss of access or functionality within any of the technology systems.
  7. Joveo shall give as much notice as is reasonably practicable to Customer prior to carrying out any Emergency Maintenance.
  8. Joveo shall immediately notify Customer in the event that an unplanned incidents/outage occurs that causes or is likely to cause a loss of service. Joveo shall ensure that the appropriate persons within Customer’s organisation are advised of the incident/outage and updated on status of the incident/outage until resolution.
  9. Where there has been an incident/outage then Joveo shall complete analysis to establish the cause of the incident/outage and put in place processes to minimise reoccurrence of the incident/outage.
  10. Joveo and its Subcontractors, as appropriate, shall ensure all technology systems have the facility to provide secure backup of the systems in line with industry standards to safeguard against data loss in the event of hardware failure.
  11. In the event of a hardware failure Joveo shall immediately:
      1. work with its Subcontractors, as appropriate, to restore data from the backup; and
      2. restore provision of the Services.
  12. Joveo will inform Customer of any changes to the Maintenance Schedule that impacts on this Agreement.
  13. Failure of Joveo to comply with the Maintenance Schedule and/or obligations relating to Emergency Maintenance, may be classed by Customer as a Default. Joveo shall give as much notice as is reasonably practicable to Customer prior to carrying out any Emergency Maintenance

Data Backup and Restoration

• 1. Weekly, Joveo will perform a full backup of all Customer Data in the production Instance of the Software. Each weekly backup will be stored for a minimum period of 90 days. In addition, Joveo will store the database binary logs for up to 90 days. Backup systems shall be tested periodically to ensure that they are functioning properly, including without limitation, the restoration functions.

Return of Customer Data Upon Termination of Service

• 1. Promptly upon termination of Service and no later than thirty (30) days therefrom, Joveo will make available to Customer, at no cost, all the Customer Data from the Software database in a comma-separated values (CSV) file format (i.e. ASCII or Unicode plain-text), or such other format mutually agreed upon by the parties, and a compressed file of all of the documents from the Software document repository in their native file format. Joveo will transfer the Customer Data using Secure File Transfer Protocol, or such other secure method agreed to by the parties.