SERVICE LEVEL AGREEMENT

This Service Level Agreement is by and between OpsCompass, Inc. and the Customer who is party to the Master Services Agreement as of the Effective Date of such Master Services Agreement. Capitalized terms used but not defined herein shall have the meaning ascribed in the Master Services Agreement.

WHEREAS, OCI provides certain cloud governance software (the “Platform”), and

WHEREAS, OCI wishes to make certain covenants related to the availability of the Platform;

NOW THEREFORE, BE IT RESOLVED,

In consideration for the various promises and covenants made herein and in the License Agreement, the parties agree as follows

1. Service Levels. Subject to the terms and conditions of this Agreement, OCI will use commercially reasonable efforts to make the Platform Available at least ninety-nine and one half percent (99.5%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period“), excluding unavailability as a result of any of the Exceptions described below (the “Availability Requirement“).

a. “Available” means the Services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specifications.

b. “Service Level Failure” means a material failure of the Services to meet the Availability Requirement.

2. Exceptions. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Services that is due, in whole or in part, to any: (a) [act or omission by Customer or any Authorized User/access to or use of the Services by Customer or any Authorized User, or using Customer’s or an Authorized User’s Access Credentials, that does not strictly comply with this Agreement and the Specifications]; (b) Customer Failure; (c) Customer’s or its Authorized User’s Internet connectivity; (d) Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services pursuant to the Master Services Agreement.

3. Service Level Failures and Remedies. In the event of a Service Level Failure, Provider shall issue a credit to Customer in the amount of two percent (2%) of the monthly Fees for the Services due for the Service Period the Service Level Failure occurred (each a “Service Credit“), subject to the following:

a. Provider has no obligation to issue any Service Credit unless: (i) Customer reports the Service Failure to Provider immediately on becoming aware of it; and (ii) requests such Service Credit in writing within three days of the Service Level Failure; and

b. in no event will a Service Level Credit for any Service Period exceed ten percent (10%) of the total Fees that would be payable for that Service Period if no Service Level Failure had occurred.

 

Any Service Credit payable to Customer under this Agreement will be issued to as a credit against the following month’s fees. This Section sets forth OCI’s sole obligation and liability and Customer’s sole remedy for any Service Level Failure.

4. Scheduled Downtime. Provider will[ use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Services between the hours of 1:00am and 4am, Central Time; and (b) give Customer at least seventy-two (72) hours prior notice of all scheduled outages of the Services (“Scheduled Downtime“).