eCompliance Service Level Agreement

SERVICE LEVEL AGREEMENT (“SLA”) – CLOUD SERVICES

eCompliance is committed to providing first-rate service and support to its customers to assist resolution of any issues encountered in the use of the Cloud Services, as set forth in this SLA.  Capitalized terms not defined in this SLA have the meanings given to them in the Agreement.

The remedies set forth in this SLA are Client’s sole and exclusive remedies for any failure to achieve the service levels set forth in the SLA.

1. 1. DEFINITIONS

“% Availability” has the meaning given to it in Section C.

“Availability” or “Available” means the time in any given calendar month during a Subscription Period that the Cloud Services is available for access by Client or any User.

“Availability Commitment” has the meaning given to it in Section C.

“Emergency Downtime” means any suspension of the Cloud Services, or Client’s access thereto, as contemplated in the Agreement,  or any other such time as the Cloud Services is not Available due to a short-term emergency condition under a condition or situation which poses danger to the systems, equipment, networks, or facilities required for rendering the Cloud Services, danger to life, etc., as the case may be, and has to be attended promptly.

“Excusable Events” means any minutes during a particular time when the Cloud Services is not Available, or any Error, due to (i) maintenance, provided eCompliance has met its obligations in Section D, below; (ii) events of Force Majeure; (iii) Client, any other person or entity for whom Client is responsible (e.g. Users), or any other person or entity who is acting on behalf of Client; (iv) any other services or components not provided or maintained by eCompliance that impacts the Cloud Services; (v) any Emergency Downtime; and (vi) any Client Failure.

“Maintenance Window” means anytime, other than between the hours of 8:00am and 5:00 pm Eastern Standard Time on a Business Day, in which eCompliance plans to conduct maintenance on the Cloud Services and its systems.

“Scheduled Hours of Uptime” means 24 hours per day, 7 days per week (except for any holiday observed by the Toronto Stock Exchange or the New York Stock Exchange), less Excusable Events.

“Services Term” means the time period that the Client is permitted by eCompliance to use the Cloud Services.

1. 2. TECHNICAL SUPPORT SERVICES

eCompliance will provide Client with technical support services as follows:

1. Technical Support; Severity Levels. eCompliance will respond to Errors (as defined below) during Support Hours (as defined below) in the operation of the Cloud Services in accordance with the severity level reasonably assigned by eCompliance as follows:

where target response times are measured from the time , during Support Hours, that eCompliance receives sufficiently detailed notice of the Error from Client.  Note that these Severity Levels, the associated timelines and descriptions may change at eCompliance’s discretion.

eCompliance will maintain technical support by telephone and email between the hours of 9am and 5pm eastern standard time (“Support Hours”), Mon-Fri excluding Stat Holidays.  Calls received outside of Telephone Support Hours will be returned during the next Business Day.

“Errors” and their severity level (as used in this Schedule) are defined as follows, but exclude any Error to the extent caused by Excusable Events:

1. 1. Severity 1 Error means a mission critical failure of the Cloud Services, or the Cloud Services is totally impaired, or which results in  corruption of all Client Data, and for which no practical work-around is available;
   2. Severity 2 Error means a loss of key functionality of the Cloud Services, which affects significant functions of the Cloud Services to be impaired, although the Cloud Services still operates, and impacts t significant aspects of Client’s business operations. For clarity a Severity 2 Error includes an error which prevents a material amount of ClientClient Data from being Available through the Cloud Services or causes a material amount of ClientClient Data to contain errors which render such Client Data substantially unusable; and
   3. A Severity 3 Error is an error which causes a minor function of the Cloud Services to be impaired, or creates a minor error in the Client Data, which negatively affects Client’s use of the Cloud Services, but the Cloud Services is usable with limitations or workarounds. Severity 3 Error includes general inquiries.
   4. A Severity 4 Error is a cosmetic issue, with no Cloud Services impact.

The correction of an Error may include the provision by eCompliance of a Work-Around.  A “Work-Around” means a temporary work-around, patch or bypass applied or supplied by eCompliance in order to temporarily correct an Error. Notwithstanding the availability of a Work-Around, eCompliance will continue to work to provide an applicable permanent correction as soon as is reasonably practical.

Notification of Errors; Response.  EcoOnline North America maintains technical support between the hours of 9 am and 5 pm EST (“Support Hours”), Mon-Fri (excluding Statutory Holidays). Support tickets can be sent via our portal anytime https://support.ecompliance.com/hc/en-us/requests/new or by phone: 1-800-686- 1915 ext. 2. Tickets and calls received outside of Telephone Support Hours will be returned during the next Business Day.

2. 1. When Client opens a ticket regarding a Error pursuant to the above procedure, the notification must include, at a minimum, the following information: (i) contact full name and contact number; (ii) start time and date of Error; (iii) full description and impact of outage on Client’s operations; (iv) portion of the Service impacted; (v) estimate of impact; and (vi) probable cause. Client agrees to continuously provide prompt updates to the Error if further information becomes available to Client.  DISCLAIMER:  ECOMPLIANCE makes no guarantee or warranty, whether express or implied, on the time required to resolve any Error.  In addition, eCompliance must be able to reproduce Errors in order to resolve them. Client agrees to cooperate and work closely with eCompliance to reproduce Errors, and to continuously provide prompt updates to the Error if further information becomes available to Client.

2. 3. SERVICE LEVELS

eCompliance will use commercially reasonable efforts to provide 99% Availability for the Cloud Services (“Availability Commitment”) , but specifically excluding all Excusable Downtime.

The “% Availability” in a calendar month is calculated as follows:  ((n – y) x 100)/n

“n” = the total number of minutes in a given calendar month

“y” = the total number of minutes the Service is not Available in a given calendar month

1. The calculation of % Availability will be prorated in any month in which the Service commences on any day other than the first day of the month.]

1. 4. MAINTENANCE; EMERGENCY DOWNTIME

eCompliance will conduct planned maintenance and/or upgrades with respect to the Cloud Services during the Maintenance Window, unless Emergency Downtime is required or deferral of such maintenance would adversely affect the performance or security of the Cloud Services.   eCompliance shall not be liable for Cloud Services non-Availability during Emergency Downtime or maintenance/upgrades during Maintenance Windows.

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