SERVICE LEVEL ADDENDUM

ATTACHMENT 1

SERVICE LEVEL ADDENDUM

  1. Preamble.

    This Measured Service Level Addendum (“SLA”), forms part of the Master Subscription Services Agreement (the “Agreement”) between Measured, Inc. (“Measured”) and the entity that has engaged Measured to provide the Services (“Customer”). Each of Measured and Customer is referred to in this SLA individually as a "party", collectively the "parties". Capitalized terms used and not otherwise defined in this SLA shall have the meanings ascribed to them in the Agreement.

  2. Scope.

    Measured monitors the availability of the Subscription Service and performs preventive service maintenance tasks from time to time. This SLA describes availability levels and the technical assistance offered by Measured for the Subscription Service, subject to Customer’s compliance with the terms of the Agreement.

  3. Scheduled Maintenance.

    1. Scheduled Maintenance Period. “Scheduled Maintenance Period” means the period of time elapsed during any scheduled maintenance performed by Measured on the Subscription Service. Measured will provide Customer with at least one (1) day advance notice of a Scheduled Maintenance Period. Measured will use commercially reasonable efforts to (a) schedule maintenance during hours other than during regular business hours (9am-5pm U.S. Eastern Time), and (b) ensure that Scheduled Maintenance Periods do not exceed 6 hours per month during regular business hours. Scheduled maintenance notifications will be posted within the Portal.
    2. Emergency Maintenance Period. “Emergency Maintenance Period” means the period of time elapsed during any maintenance performed on the Subscription Service, which maintenance is required as a result of conditions beyond Measured’s reasonable control. Emergency maintenance may occur at any time, as Measured deems necessary. Measured will use reasonable efforts to provide Customer with at least thirty (30) minutes advance notice for emergency maintenance, via the Portal or via the email addresses used to register access to the Portal.
  4. Availability.

    The Subscription Service shall meet the following service level standard: Availability of not less than 98% of the aggregate time per month (“Availability Commitment”). “Availability” means the availability of the Measured Subscription Service expressed as a percentage and calculated by multiplying 100 times the quotient of (i) total number of minutes the Measured Subscription Service is available (other than unavailability due to Permitted Downtime as defined in Section 5 below) in the applicable calendar month divided by (ii) the total number of minutes in the month less Permitted Downtime.For any partial calendar month during which Customer subscribes to the Subscription Service, Availability will be calculated based on the entire calendar month, not just the portion for which Customer subscribed. In addition, unavailability of some specific features or functions within the Subscription Service, while others remain available, will not constitute unavailability of the Subscription Service, so long as the unavailable features or functions are not, in the aggregate, material to the Subscription Service as a whole.

  5. Permitted Downtime.

    “Permitted Downtime” means the following:

    1. Inoperability due to any scheduled or emergency maintenance occurring during a Scheduled Maintenance Period or Emergency Maintenance Period.
    2. Problems caused by Customer’s or its Authorized Users’ equipment, telecommunications or Internet services.
    3. Problems caused by Amazon Web Services, Okta, or Tableau;
    4. Problems due to data latency or unavailability from Customer or a third-party product (such as Facebook API, Google AdWords API, etc.)
    5. Problems due to force majeure events, as described in the Agreement and other causes beyond Measured’s reasonable control, including, without limitation, unforeseen computer, telecommunications, internet service provider, or hosting service provider failures, and network intrusions or denial of service attacks.
    6. Problems due to acts or omissions of Customer, its agents, employees or contractors.
    7. Any interruption of five (5) consecutive minutes or less in the availability of the Measured Subscription Service.
  6. Service Credits.

    If during any full calendar month of the term of the Agreement, the Availability described above in Section 4 is lower than 98%, and Customer notifies Measured in writing about such failure within ten (10) days of the end of the applicable calendar month, Measured shall provide Customer with a service credit in accordance with the applicable Service Credit % set forth below. The service credit shall be calculated against Monthly Fee associated with the Subscription Service (excluding any set up fees) for the applicable month where the Availability Commitment was not met. The service credit shall be used to offset future Subscription Service fees and shall be applied to Customer's next invoice (or refunded if there are no forthcoming invoices).

    Actual Availability Percentage: Service Credit %:

    Actual Availability Percentage:Service Credit %:≥ 96.5% but < 98%2% of Monthly Fee≥ 95.5% but < 96.5%4% of Monthly Fee≥ 94.0% but < 95.5%6% of Monthly Fee≥ 92.0% but < 94.0%8% of Monthly Fee≥ 90.0% but < 92.0%10% of Monthly Fee< 90.0%25% of Monthly FeeAll claims will be verified against Measured’s system records. Should any periods of downtime submitted by Customer be disputed, Measured will provide to Customer a record of Availability for the period in question. Measured will only provide records of system availability in response to good faith Customer claims.

    Any service credits provided pursuant to this SLA will constitute Measured’s sole liability and Customer’s sole and exclusive remedy for any failure to achieve the Availability Commitment

  7. Contact Information.

    Support hours are Monday through Friday, from 9am – 5pm Eastern Time, excluding the following holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day after, and Christmas Day through New Year’s Eve (“Standard Support Hours”).Support is provided “in application” within the Subscription Service by raising a ticket via Measured’s support ticket portal.
    All calls and support cases should be routed through designated customer contacts. Customer shall provide Measured with the name, email address and business phone number of each contact, and shall be responsible for updating this contact information from time to time.

  8. Priority Levels.

    Customer incident reports must include a clearly written description of the problem(s) and any steps that Customer can reasonably identify that would allow Measured to replicate the problem(s). Measured shall have the right to determine the Priority Level of an incident reported by Customer based on the criteria according to the table below. The Priority Level defines the targeted response times. A “response” consists of confirmation that Measured has received the issue and an indication of active remediation efforts. Initial response times are based on Standard Support Hours.

    Priority codeSeverity descriptionExpected response times
    S1Mission Critical. Essential services are down, causing critical impact to business operations; no workaround available.Measured will provide a status update by e-mail within two (2) business hours within the initial occurrence of the S1 issue. Measured will work continuously to provide a solution to the problem or reduce the severity of the problem to an S2.
    S2High. Essential services are significantly degraded and/or impacting significant aspects of business operations.Measured will provide a status update by e-mail within six (6) business hours as warranted until the problem is resolved, until an acceptable workaround is found or until the problem is determined to be outside of Measured’s ability to control.
    S3Medium. Services are noticeably impaired, but most business operations continue as normal.Measured will provide a status update by e-mail as warranted until the problem is resolved, until an acceptable workaround is found or until the problem is determined to be outside of Measured’s ability to control.
    S4Low. Low impact services impaired; solution identified.Measured will provide a status update by e-mail within two (2) business days.
  9. Limitations and Exclusions.

    Measured is not obligated to provide support if: (a) the Subscription Services have not been used in a manner consistent with the documentation; (b) the Subscription Services have been altered or modified by any party other than Measured; (c) an upgrade, update or patch that Measured has recommended and made available has not been installed due to Customer’s actions or instructions; or (d) Measured is not able, after commercially reasonable efforts, to replicate an error or problem in the Subscription Services. Measured does not provide support for third-party software or hardware.