Resonate Service Level Agreement
1. Service Uptime Commitment
a) Provided that Customer is in compliance with the terms and conditions of the Agreement to which this Service Level Agreement is a part, Resonate will undertake commercially reasonable measures to provide availability of the Resonate platform on a twenty-four hour, seven days a week (24×7) basis at a rate of 99.5% per each calendar month; provided however, that any unavailability of the Resonate platform is not caused by Customer’s breach. The total amount of uptime during any calendar month (the “Resonate Uptime Metric”) will be measured in minutes and will be calculated by Resonate.
b) Customer Requirements: The standards set forth in this exhibit assume that Customer has deployed all aspects of the Resonate platform within the limitations and configurations provided by Resonate. The obligations of Resonate set forth in this exhibit will be excused to the extent any failures to meet such obligations result in whole or in part from Customer’s or its users’ failure(s) to meet the foregoing obligations. The service standards set forth in this Exhibit assume that Customer and its end users have a modern web browser and reliable internet connection.
2. Exclusions
The Resonate Uptime Metric shall not apply to performance issues or downtime due to the following:
a) Overall internet congestion, slowdown or unavailability
b) Unavailability of generic internet services (e.g. DNS Servers) due to virus or hacker attacks
c) Third Party Services
d) Force majeure events as described in the terms of agreement
e) Actions or inactions of customers (unless undertaken at the express direction of Resonate)
f) A result of customer equipment or third-party computer hardware, software, or network infrastructure not within the sole control of Resonate
g) Scheduled maintenance as defined below
h) Beta products
3. Maintenance
a) Resonate can perform most maintenance with no platform downtime or client impact. In the event a software release requires planned downtime, Resonate maintains standard scheduled maintenance windows to improve coordination and minimize client impact. Those windows are as follows:
|
Maintenance Windows (EST) |
|
Thursday 9 pm – 3 am |
|
Sunday 9 pm – 3am |
b) In the event emergency maintenance is required (e.g., for reasons that were not foreseeable or are beyond the control of Resonate), Resonate will notify the customer as soon as possible via email and/or post a notification inside the platform. Any time dedicated to such emergency maintenance where the platform is not available will not count against the Resonate Uptime Metric.
4. Credits
If Resonate fails to meet the Resonate Uptime Metric due to its violation of the conditions set forth in Sections 1, 2 and 3 above (an “SLA Failure”), Customer will be entitled, upon request, to a credit against the following month’s payment obligations equal to a percentage of the monthly fees accrued in the month of the violation according to the tables below, up to a monthly maximum of 10% of the aggregate fees paid by Customer for the applicable month. The credit set forth in the preceding sentence is Customer’s sole and exclusive remedy, and Resonate’s sole obligation for a breach by Resonate of this Service Level Agreement, except as set forth in this Section 4. Tests performed by Customer or any of its service providers or vendors will not be recognized by Resonate as a valid determination of availability or latency or the duration of any service-related event.
|
Availability |
Credit |
|
>98% but less 99.5% |
7% |
|
< 98% |
10% |
Furthermore, if an SLA Failure occurs more than twice in any six (6) month period, Customer shall have the right to terminate the Agreement; such right must be exercised within ten (10) days of the end of the month in which the last SLA failure occurred, or Customer shall be deemed to have waived its termination right. Upon effective termination, Resonate shall refund to Customer any prepaid Fees, prorated to the effective date of termination. The termination right set forth in the preceding sentence is Customer’s sole and exclusive remedy, and Resonate’s sole obligation for a breach by Resonate of this Service Level Agreement.
5. Customer Support
a) Support Hours: Resonate provides Customer Support based on the table below. The working day for the Customer Support Team is 9am to 9pm Eastern Time excluding holidays (“Primary Hours”). During all other hours (“Secondary Hours”), Provider will provide Priority 1 Customer Support as defined below.
b) Support Response: Resonate shall respond to calls based on the following levels of priority, as reasonably determined by Resonate.
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Priority |
Description |
Resonate Response Guidelines (from Customer providing notice of an issue) |
|
Priority 1 – Critical |
Events of the most critical nature. This category is characterized by the following: · Service unavailability · Confirmed security breaches |
· Primary Hours: < 30 minute initial response. · Secondary Hours: < 4 hour initial response. · Resonate will assign resources in order to resolve the issue or to propose a work around to the issue. · Follow-up status communicated to Customer every 4 hours. |
|
Priority 2 – Urgent |
Customer Support incidents such as degraded services performance, and impaired services functionality. |
· Primary Hours: < 2 hour initial response · Resonate will use reasonable efforts resolve or to propose a workaround within 1 business day. |
|
Priority 3 – Inquiry |
All customer inquiries including, but not limited to, customer requests for information and instructions for normal operations. |
· Primary Hours: < 8 hour initial response |
c) Access to Support. Customer may report Unscheduled Downtime at any time (“24x7x365”) by telephoning Resonate at 855-855-3520 or sending an email to CustomerSupport@resonate.com.
Dedicated Customer Resource. Resonate requires Customer to identify a primary and secondary resource that will be the main point of contact for follow-up conversations regarding Customer Support and Availability requests made by Customer pursuant to this Service Level Agreement.