SERVICE LEVEL AGREEMENT
Version 1.01 Last Updated 7/30/2022
This Service Level Agreement (“SLA”) describes the service levels that have been established for maintaining the Services as described in the Zenapse Master Subscription Agreement(“Agreement”). Terms used but not otherwise defined in this SLA have the meanings set forth in the Agreement. This SLA is always under review and is subject to future changes in accordance with the Agreement.
1.0 PERFORMANCE REQUIREMENTS
1.1 Performance Requirement. Zenapse shall use commercial reasonable efforts to maintain uptime availability (“Uptime”) of all Services utilized by Client at 99% (the “Performance Requirement”). The Performance Requirement is exclusive of any regularly scheduled maintenance time on the Services. Regularly scheduled maintenance on the Services shall not exceed thirty-two (32) hours per month, and Zenapse shall use commercially reasonable efforts to ensure that such regularly scheduled maintenance is not conducted Monday through Friday during the hours of 8:00 a.m. to 11:00pm p.m. Eastern Time] (“Normal Business Hours”). Zenapse will communicate the date and time that Zenapse intends to make the Services unavailable via the product. Client understands and agrees that there may be instances where Zenapse needs to interrupt the Services without notice in order to protect the integrity of the Services due to security issues, virus attacks, spam issues or other unforeseen circumstances. Services downtime which results from circumstances reasonably believed by Zenapse to pose a significant threat to the normal operation of Services, or access to or integrity of Client Data (e.g., hacker or virus attack), shall not count as system downtime or regularly scheduled maintenance. In the event of such an interruption or shutdown, Zenapse shall attempt to return the Services to normal operation as soon as reasonably practicable.
1.2 Service Level Uptime Calculation. On a monthly basis, Uptime will be measured using the measurable minutes in the month (total minutes minus planned downtime, including maintenance, upgrades, etc.) as the denominator. The numerator is the denominator value minus the minutes of any outages in the month (duration of all outages combined) to give the percentage of available Uptime. An “outage” is defined as three (3) consecutive monitor failures detected by fifty percent (50%) or more of Zenapse’s external monitors within a fifteen (15)-minute period, lasting until the condition has cleared. Uptime is calculated based on the following formula:
| A = (T – M – O) / (T – M) x 100% | A = Availability T = Total Monthly Minutes M = Scheduled Maintenance Minutes; and O = Outage Minutes. |
Uptime shall be measured using Zenapse monitoring systems. Client agrees that these systems will be the sole basis for resolution of any dispute that may arise between the Client and Zenapse regarding this SLA. Any period in which the Services are not available will be measured from the time such condition is properly reported to Zenapse as per Section 1.4 below and shall end when Zenapse resolves the trouble ticket and informs Client that the Services are available.
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1.3 Service Level Credit. Subject to the exceptions and exclusions set forth in this SLA, in the event that the average Uptime of the Services fails to meet the Performance Requirement during any calendar month, Zenapse shall credit Client [one percent (1%)] of such month’s applicable monthly fee (“Service Level Credit”) for each 0.1% below the Performance Requirement; provided that in no event shall a Service Level Credit for any calendar month exceed ten percent (10%) of such month’s otherwise applicable service fees. The Service Level Credit set forth in this Section 1.3 is Client’s sole remedy for Uptime performance below the Performance Requirement. Any Service Level Credit issued pursuant to this SLA shall apply to outstanding or future invoices only and are forfeit upon termination of the Agreement. Zenapse is not required to issue refunds or make payments against such Service Level Credit under any circumstances, including, without limitation, termination of the Agreement. Failure to meet the Performance Requirement shall not constitute a material breach of this Agreement and shall not provide Client with the right to terminate this Agreement.
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1.4 Technical Support and Performance-Related Problems. If Client is unable to access the Services or if such access is limited or impaired because of unavailability or another problem with the Services (a “Performance-Related Problem”), Client shall notify Zenapse by:
- Email: support@zenapse.com
- Telephone: 888-870-0670
Zenapse will respond to problems with the Services experienced by Client or its users in accordance with this Section 1.3. All Performance-Related Problems must be logged by a single point of contact for problem resolution. Zenapse will provide coverage parameters specific to the service(s) covered in this Agreement as follows:
- Telephone support: 8:00 am to 7:00 pm Monday – Friday. Eastern Time.
- Email: Monitored 24 hours a day Monday – Friday however, no action can be guaranteed until the next business day. “Business Days” are defined as non-weekend and non-US holiday days.
Response Guidelines. When submitting a support request, Client must provide Zenapse with all information necessary for Zenapse to process the request and must respond promptly to Zenapse with any information reasonably requested to clarify the service request. Zenapse shall work with Client to set expectations regarding the completion times for all service requests, provided that requests submitted during normal business hours with the required information shall be handled as set forth below. Each support request shall be assigned a priority by Zenapse. Upon receipt of the support request, Zenapse shall acknowledge the request and determine the appropriate priority level based on the classifications specified below. An “acknowledgement” is Zenapse’s initial confirmation to Client that Zenapse has received Client’s support request. The following table represents response and resolution times to achieve for support requests submitted as set forth herein. For purposes of clarification, a “resolution” is a workaround or action plan for addressing the problem; a “defect” is a failure of the Services to operate in accordance with its Documentation and/or agreed upon specifications.
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Response Expectations |
Step 1 Acknowledgement |
Step 2 Resolution or action plan |
Criteria |
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| Severity 1 – Critical Business Impact | Within four (4) Hours | Work shall start immediately upon acknowledgement and shall continue until a resolution is in place. Status shall be communicated every four hours. | The problem or defect has one or more of the following characteristics:
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| Severity 2 – Significant Business Impact | Within eight (8) Hours | Work shall start immediately upon acknowledgement and shall continue until a resolution or agreed to action plan is in place.A resolution or action plan shall be communicated within one (1) business day. | The problem or defect has one or more of the following characteristics:
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| Severity 3 – Moderate business impact | Within one (1) business day | The issue shall be researched and resolution or action plan shall be communicated within three (3) business days. |
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1.5 The service levels set forth herein shall not apply to any services other than Services, and shall not apply to performance issues: (i) caused by factors outside of Zenapse’s reasonable control (including internet disruptions not caused by Zenapse or the Services, provided, however, that Zenapse shall be responsible for choosing and maintaining sufficiently reliable internet services); (ii) that resulted from any prohibited or unauthorized acts by Client or its Authorized Users; or (iii) that resulted from a malfunction of Client’s or its Authorized Users’ computing equipment.
2.0 DISCLAIMERS, EXCLUSIONS AND LIMITATIONS
2.1 Zenapse’s performance standards under this SLA specifically exclude the following:
- a) non-production or test web sites or systems;
- b) performance of public or private internet backbones or networks not directly managed by Zenapse;
- c) overall internet congestion, slowdown, or unavailability;
- d) outages caused by Client’s internet service provider or bandwidth restrictions;
- e) outages or issues caused by Client’s negligence, or by Client’s misuse or improper configuration of the Services, or by Client’s failure to follow documented procedures for the use of the Services;
- f) outages or issues resulting from Client-managed equipment or outages occurring as a result of any actions taken by Zenapse at the request or direction of Client;
- g) outages initiated by Zenapse at the request or direction of Client for backup, maintenance or other purposes;
- h) outages caused by unavailability of generic internet services (e.g., DNS servers), including Zenapse’s third-party cloud services providers;
- i) outages or performance problems due to events of force majeure; and
- j) outages or performance problems due to Client’s breach of its material obligations under the Agreement.
2.2 Zenapse is not responsible for acts or omissions of Client or its representatives that result in failure of, or disruption to, the Services.
2.3 Client agrees that neither Client nor its representatives shall attempt in any way to circumvent or otherwise interfere with any security measures of Zenapse relating to the Services. Any such attempts may, among other things, cause failure of, or disruption to, the Services. Client shall not access or attempt to access Zenapse’s internal network or the information of other clients.
2.4 Client shall be responsible for, and shall indemnify Zenapse for, any damage or service interruptions caused by Client or its representatives in violation of this Section including, without limitation, any damage to any Zenapse equipment or equipment managed for Zenapse by a third party in connection with the Services.
2.5 Client agrees to compensate Zenapse at its then-current professional services rates, for all remedial services or losses resulting from any violations of this Section.
2.6 Zenapse does not control the flow of data to or from the network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Client’s connections to the internet (or portions thereof). Although Zenapse shall use commercially reasonable efforts to take the action it deems appropriate to remedy and avoid such events, Zenapse cannot guarantee that such events shall not occur. Accordingly, Zenapse disclaims any and all liability resulting from or related to such events to the extent such events are not directly caused by Zenapse or any of its agents or subcontractors.
2.7 Zenapse shall not be responsible for Client’s failure to adhere to and fully comply with the applicable policies and procedures that Client has been informed of.
2.8 The Services may contain hyperlinks to external internet sites, which are not under the control of Zenapse or any of its agents or subcontractors. Zenapse assumes no responsibility for the content or accuracy of information contained within such internet sites and the appearance of such hyperlinks does not constitute endorsement or sponsorship of, nor affiliation with, the owners of such internet sites nor the information, products, services and trademarks contained therein.