CLICK MAINT INC. Service Level Agreement

Service Level Agreement

Last Updated: November 29, 2023.

This Service Level Agreement (“SLA”) applies to and is incorporated by reference into the Terms of Service (the “Terms”). Capitalized terms not defined in this SLA will have the meaning provided to them in the Terms.

1. SERVICE COMMITMENT

1.1 The Provider will use commercially reasonable efforts to make the Subscription Services Available ninety nine point five percent (99.5%) of the time during each month of the applicable Term, excluding Excusable Downtime (the “Service Commitment”). If the Provider does not meet the Service Commitment, the Customer will be eligible to receive a Service Credit as described and determined in Section 4 below.

2. ERROR PRIORITY CLASSIFICATION

2.1 Definition of Error. An “Error” is a failure of the Subscription Services to materially conform to the Documentation or specifications set out in the Terms or any applicable purchase order or statement of work, but excluding (i) a nonconformity resulting from Customer’s misuse, improper use, or unauthorized change to the Subscription Services or (ii) Customer’s internal network or internet connectivity problems.

2.2 Exclusions.  The Service Commitment does not apply to any unavailability, suspension or termination of the Subscription Services, or any other Provider performance issues: 

1. that result from a suspension due to non-payment of any fees which are owed to Provider by the Customer; 
2. that result from the Customer's failure to upgrade to a supported version of the Services;
3. caused by factors outside of the Provider’s reasonable control, including, without limitation, any force majeure event or Internet access or related problems beyond the demarcation point of the Provider and its providers; 
4. that result from any voluntary actions or inactions from the Customer or any third party (e.g., snapshot restores, customization publishing, not scaling storage when the storage is close to full, misconfiguring security groups, virtual private cloud configurations or credential settings, etc.);
5. that result from the Customer not following any guidelines or instructions for the Services produced by the Provider, from time to time; 
6. that result in long recovery time due to insufficient resource level capacity purchased for the Customer's database workload; 
7. that result from the Customer's equipment, software or other technology and/or third-party equipment, software or other technology (other than third party equipment within the Provider’s direct control);
8. that result from any regularly scheduled maintenance as provided for pursuant to the Agreement; 
9. that result from Excusable Downtime; or 
10. arising from the Provider’s suspension and termination of the Customer's right to use the Services, in accordance with the Agreement, 

(collectively, the "Provider SLA Exclusions").

2.3 Classification of Errors. Errors are classified in accordance with Table A below.

Table A

Error Classification	Description	Target Initial Acknowledgement Time	Target update frequency
Severity 1 Critical	The Customer’s production use of the Subscription Service is stopped or so severely impacted that the Customer cannot reasonably continue business operations and no workaround is available.	1 hour	2 hours*
Severity 2 High	The Customer’s production system is operating but a major function of the Subscription Service is unavailable, and no workaround is available.	2 hours	4 hours*
Severity 3 Medium	The Customer’s production system is operating allowing users to continue using the Subscription Service, but service features are unavailable; a temporary workaround is available.	24 hours	When resolved
Severity 4 Low	A minor impact on basic functionality of the Subscription Service.	24 hours	When resolved

Time charged to the Provider’s Target Initial Acknowledgement Time will begin once the Provider receives a logged Error from the Customer on the support portal outlined in Section 3.1 hereof. Time charged to the Provider’s Target Update Frequency begins at the expiration of the time prescribed by the applicable Provider’s Target Initial Acknowledgement Time. The time ends once the issue is resolved or once it is sent back to the Customer or another third party designee for reassignment. The time is paused when (a) the matter requires Customer action (such as user acceptance testing); or (b) if the Provider is engaged in a process which dictates the work is to be performed at a later time (such as a change management window); or (c) if the Error is a Severity 3 or 4 Error, during hours which are not between Regular Hours. For the purposes of this Agreement, “Regular Hours” means between 9:00 a.m. to 5:00 p.m., Manitoba Time, each “Business Day” (being a day other than a Saturday, Sunday or any day on which the principal chartered banks located in the city of Winnipeg, in the province of Manitoba, Canada are not open for business during normal banking hours).

2.4 Severity 1 and Severity 2. The Provider will provide continuous efforts (24 x 7 x 365) to resolve Severity 1 and Severity 2 Error issues until a workaround or resolution can be provided or until the incident can be downgraded to a lower Severity level.

3. ERROR REPORTING

3.1 Support Portal. Provider is committed to a rapid response of all reported Errors. All Errors can be logged 24 hours per day, 7 days per week, 365 days per year basis via the online support portal or other support contact methods.

3.2 Error Reporting Obligations. Customer will:

1. promptly report any Error it discovers with a full description of the Error; 

1. reasonably cooperate with Provider in connection with Provider’s efforts to resolve any Error;
2. provide a reproducible test case that demonstrates the specific usage that causes the Error;
3. ensure that a resource is assigned to work with Provider to provide information or verification on an ongoing basis, until the issue is resolved; and
4. provide any special circumstances surrounding the discovery of the Error.

3.3 Severity Level Upgrading/Downgrading. If during the incident management process for the Error, the Provider reasonably considers that the Error no longer reflects the Severity Level currently assigned based on its current impact on the production operation of the Subscription Service, the Severity level will be upgraded or downgraded (as applicable) to the level that most appropriately reflects its current impact. In the event Provider determines that an Error is a request to add functionality or enhance performance beyond the specifications of the Subscription Service, it shall not be classified as an Error.

3.4 Resolution Times. The Provider does not guarantee resolution times, and a resolution may consist of a hotfix patch, workaround, system configuration change or any other solution the Provider deems reasonable. The Provider will use reasonable efforts to meet the response periods stated in Table A. In the event that the Error resolution requires a response from the Customer, the Customer shall be required to respond to the Provider within the same time frames set out in Table A for the Provider to respond to the Customer, failing which the Provider’s obligations shall be deferred to the extent of the Customer’s delay.

3.5 Customer Resources and Obligations. The Customer shall provide the Provider with prompt notice of any Errors, and each of the following, to the extent reasonably necessary to assist the Provider to reproduce operating conditions similar to those present when the Customer detected the relevant Errors and to respond to and resolve the relevant support request:

• direct access at the Customer's premises to the Customer's systems, files, equipment and personnel; 
• output and other data, documents and information; and
• such other reasonable co-operation and assistance as the Provider may request.

It is agreed that during periods that such Customer resources and obligations are required but unavailable, the Provider may suspend work on the Error on written notice to the Customer. The Provider shall then resume work on the Error in accordance with the foregoing service levels as soon as reasonably possible after the required the Customer resources and obligations become available.

4. SERVICE CREDIT REQUEST

4.1 Eligibility for Service Credits. If the Subscription Service fails to meet the Service Commitment, the Customer may be eligible to receive a service credit as outlined in Table B below. Service credits do not apply until the Provider completes any and all set-up, testing or data migration.

Table B

Percentage Availability (%)	Service Credit Amount
99.50% or Above	0% of the monthly fees applicable to the month in which the failure occurred
99.49% - 99.00%	2% of the monthly fees applicable to the month in which the failure occurred
98.99% - 98.50%	5% of the monthly fees applicable to the month in which the failure occurred
98.49% - 98.00%	10% of the monthly fees applicable to the month in which the failure occurred
97.99% or Below	15% of the monthly fees applicable to the month in which the failure occurred

4.2 Percentage Availability. The Percentage Availability shall be calculated by dividing the Available Minutes by the Monthly Minutes, and multiplying that figure by 100. The calculation of Percentage Availability shall apply as from the first complete month of the Subscription Services following Provider confirming the Subscription Services are live and ready for production use.

4.3 Sole remedy. The Provider’s payment of the service credits provided hereunder is the Provider’s sole liability and entire obligation, and the Customer’s sole and exclusive remedy for any Error or failure of the Provider to meet the Service Commitment related to the Subscription Services. To receive a service credit, Customer must submit a claim by email to support@clickmaint.com. To be eligible, the credit request must be received by the Provider within thirty (30) days after which the Error occurred and include:

(a) the words “SLA Service Credit Request” in the subject line;(b) the dates and times of each Error claimed in the body of the email; and(c) the affected Subscription Service including corroborating evidence (screen captures, error messages, etc.) that document the Errors (any confidential information should be removed or replaced with asterisks).

4.4 Verification. All claims will be verified against applicable system records.

4.5 Lapse. If the Customer fails to report an Error within five (5) days of the occurrence of such Error, the Customer shall not be entitled to any service credit for such Error.

4.6 Transfer, monetary value and default. Service credits are non-transferable and have no monetary value and may only be used as credits against future Provider invoices. Customers who are past due or in default with respect to any payment or any material contractual obligations to the Provider are not eligible for any service credits.

4.7 Disputes. Should any periods of downtime submitted by the Customer be disputed, the Provider will provide the Customer a record of Subscription Services availability for the period in question online and accessible to the Customer through a URL to be provided by the Provider. The Provider will only provide records of Subscription Services availability in response to good faith Customer claims.

5. Scheduled Maintenance

5.1 Dates of maintenance. Any maintenance to the software or platform will be carried out by Provider during the agreed Maintenance Windows, or in accordance with the Service Management Schedule published from time to time.

5.2 Notice of maintenance. Provider will endeavor to give the Customer at least one weeks’ notice of any planned maintenance that may affect availability, performance, or functionality of the Services.

5.3 Emergency maintenance. In the event of the requirement to perform emergency maintenance that affects the availability, performance or functionality of the Services, Provider will endeavor to provide notification no less than one hour.

6. Definitions

“Available” means the website is responsive to standard ICMP or HTTPS requests, operational, and is can be utilized or accessed by authorized users of the Subscription Services at the level of capacity to be provided to such authorized users in accordance with normal operations of the Subscription Services. 

“Available Minutes” means the minutes of time the service is Available on a monthly basis.

“Excusable Downtime” shall mean the total minutes in the reporting month for: (A) Routine Maintenance; (B) scheduled downtime required for software upgrades, server maintenance, general repairs, and system testing that has prior notification; (C) emergency maintenance; (D) downtime due to (i) the acts or omissions of Customer or (ii) Customer’s internal network or internet connectivity problems; (E) any unavailability caused by circumstances beyond Provider’s reasonable control, including but not limited to force majeure events, Internet or telecommunications networks provider failure or delay, or denial of service attack; or (F) downtime due to a failure to take required Customer action.

“Monthly Minutes” means the total number of minutes in the relevant calendar month, minus Excusable Downtime.

“Routine Maintenance” means the Provider’s routine or planned maintenance on the Subscription Services with at least five (5) Business Days’ prior notice to Customer.