SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) is subject to the terms and conditions of Customer’s Master Service Agreement with Provider (the “Agreement”), and takes effect on the Effective Date of the Agreement.  For clarity, this SLA applies only to “live” implementations of the Services.  (All capitalized terms used but not defined in this SLA will have the meanings given to them in the Agreement.) 

A. DEFECTS.

A “Defect” is a technical defect with the Provider API and/or those portions of the Services within Provider’s control.  Defects fall into four general categories, as described below: 

1. Severity Level 1 (SL1):  A Defect that severely impacts the use of the Services by Customer or its Client in a production environment (such as loss of production data or in which the provided services are not functioning).  The situation halts the ability of Customer or its Client to use the Services after repeated attempts and no procedural workaround exists.  SL1 does not include downtime for maintenance. 

Response Time:  One (1) hour.

2. Severity Level 2 (SL2):  A Defect where the Services is functioning but the use of the Services by Customer or its Client in a production environment is severely reduced.  The situation is causing a high impact to portions of the business operations of Customer or its Client and no procedural workaround exists.  SL2 does not include downtime for maintenance.   

Response Time:  Two (2) hours.

3. Severity Level 3 (SL3):  A Defect that involves partial, non-critical loss of use of the Services in a production environment or development environment.  For production environments, there is a medium-to-low impact on the business of Customer or its Client, but the Services continues to function, including by using a procedural workaround.  For development environments, the situation is causing Customer’s project to no longer continue or migrate into production. 

Response Time:  Four (4) business hours. 

4. Severity Level 4 (SL4):  A general usage question, reporting of a documentation error, or a recommendation for a future product enhancement or modification.  For production environments, there is low-to-no impact on the business of Customer or its Client or the performance or functionality of the system of Customer or its Client.  For development environments, there is a medium-to-low impact on the business of Customer or its Client, but the business continues to function, including by using a procedural workaround. 

Response Time:   Eight (8) business hours. 

B. SERVICE AVAILABILITY.

Provider is committed to achieving service availability level of 99.5%, twenty-four (24) hours per day, seven (7) days per week, subject to any Excluded Events and Scheduled Maintenance (as hereinafter defined). 

As used herein, “Excluded Event” means any event that adversely impacts the Services that is caused by:  (a) the acts or omissions of Customer, its Clients, their employees, Wearers, users, contractors and/or agents; (b) the failure or malfunction of any equipment, applications or systems not owned or controlled by Provider; (c) Events of Force Majeure; (d) Scheduled Maintenance or any emergency maintenance, alteration or implementation; (e) any suspension of the Services in accordance with the terms of this SLA or the Agreement; (f) the unavailability of required Customer personnel, including as a result of any failure to provide Provider with accurate, current contact information; (g) using the Services in a manner inconsistent with its documentation; or (h) any suspension of the Services requested by Customer or any of its Clients.

As used herein, “Scheduled Maintenance” means any scheduled maintenance periods established by Provider to provide ample time to maintain and update the BodiData Service, when necessary.  The Services may continue to be available to Customer during Scheduled Maintenance, but it may operate more slowly than normal and/or some features may not be available.  However, some changes will require planned downtime.  Provider will provide Customer with notice of any planned downtime via an e-mail notice to Customer’s Project Manager at least ten (10) business days in advance of such Scheduled Maintenance to facilitate Customer’s planning efforts, with down-time maintenance not to exceed twenty-four (24) hours in any once instance.  

Absent an emergency or other unusual circumstances, Scheduled Maintenance for the Services shall be conducted during the following window(s):

Saturday, 12:00 midnight – 6:00 am

All times listed are U.S. Eastern Time.