Service Level Agreement 

This Service Level Agreement (“SLA”) between ThreatQuotient, Inc. (“TQ”) and Customer is subject to the Hosted Subscription Agreement by and between TQ and Customer under which the Customer is permitted to use the Hosted Services (the “Agreement”).  All defined terms used in this SLA and not defined herein shall have the meaning assigned to them in the Agreement.  TQ shall provide the Hosted Services and Product in connection with the Agreement.  This SLA governs TQ’s performance and delivery of the Hosted Services to Customer.  

  1. Definitions

“Potential Uptime” means the amount of time in a given month less Regular and Scheduled Maintenance.

“Production Uptime” Production Uptime represents the amount of time in a given month that Customer has the ability to log in or access the Hosted Services user interface (or authenticate to APIs) and perform associated platform supported functions.   Potential Uptime is measured by TQ in a given month by the following calculation:

     Production Uptime = (Potential Uptime – Hosted Services Interruption Time) / (Potential Uptime – Exclusions) 

“Hosted Services Interruption Time” is the period of time for which the Hosted Services (or any material portion thereof) are unavailable due to issues caused by or attributable to TQ or its agents.  Hosted Services Interruption Time does not include Regular Maintenance or Scheduled Maintenance. 

“Regular Maintenance” is the period of time under which the Hosted Services may be unavailable for recurring maintenance work.  TQ attempts to schedule this time when usage of the Hosted Services is light across TQ’s customer base and therefore, TQ shall only conduct Regular Maintenance daily between the hours of 7AM and 9AM (ET). Regular Maintenance is required in order to update TQ’s platform capabilities as well as to maintain system health requirements.   TQ shall use commercially reasonable efforts to minimize any Regular Maintenance windows to the minimum time necessary to support performance of the Hosted Services.  

 “Scheduled Maintenance” is the period of time under which the Hosted Services may be unavailable for non‐recurring maintenance.  Scheduled Maintenance is required in order to provide updates to the Hosted Services as well as to maintain system health requirements. TQ shall provide Customer at least twelve (12) hours advance notice prior to Scheduled Maintenance; provided, however, TQ shall endeavor to provide at least twenty-four (24) hours advance notice for Scheduled Maintenance.  TQ shall use commercially reasonable efforts to minimize any Scheduled Maintenance windows to the minimum time necessary to support performance of the Hosted Services.  

 “Emergency Maintenance” describes maintenance for certain emergency situations, where advance notice may be not be feasible, possible, or practical.  TQ shall use commercially reasonable efforts to minimize any Emergency Maintenance windows to the minimum time necessary to support performance of the Hosted Services.  Periods of Emergency Maintenance shall be included in Hosted Services Interruption Time. 

  1. Service Levels Commitment

TQ commits to provide a 99.95% Production Uptime with respect to the Hosted Services during each calendar month of the applicable subscription term. 

  1. Service Level Credits

If TQ fails to perform the Hosted Services in accordance with the Service Level Commitment, then Customer may request a Service Level Credit in accordance with this SLA.  Service Level Credits shall be Customer’s sole and exclusive remedy for unavailability or performance degradation of the specific Hosted Services.

  1. Weighting Factor

The “Weighting Factor” for calculation of the Service Level Credit is set forth below and correlates to the relative unavailability of the Hosted Service in a given month.

If the Production Uptime percentage is: Then the credit shall equal this percentage of the monthly fees:
99.95% or greater 0%
At or greater than 95% but less than 99.95% 5%
At or greater than 90% but less than 95% 10%
Below 90% 15%

  1. Calculation of Service Level Credits

The following equation shall be used to calculate any Service Level Credits: 
Service Level Credit (in $) = Weighting Factor multiplied by the monthly fee for applicable Hosted Service.

Example: Production Uptime in a given month is 95%.  The monthly fee for the Hosted Service is $100 (Annual fee for the Hosted Services is $1,200).
Service Level Credit (in $) = (0.05) x $100 = $5.

If Customer has paid in advance for one or more years of the Hosted Services, monthly fees will be calculated on a pro rata basis.  

Service Level Credits are non-refundable and may only be applied to future upgrades or renewals of the specific TQ Hosted Services affected.

  1. Exclusions

“Exclusions” shall mean any time for which the Hosted Services are unavailable to do any of the following: 

  1. Customer’s breach of, or failure to perform any obligations under, this SLA or the Agreement;
  2. Issues relating to Customer’s environment, internal networks, computer systems, 3rd party services and integrations, firewalls, or Customer’s inability to connect to the internet;
  3. Force Majeure Events; or
  4. issues arising from failures, acts, or omissions of TQ’s upstream service providers

  1. Requests

In order to receive a Service Level Credit, Customer must request such by emailing TQ at ____________, within 10 days of the end of the applicable month. If Customer is past due or in default with respect to any payment or any material contractual obligations to TQ, Customer is not eligible for any Service Level Credit.

  1. Changes

This Service Level Commitment may be amended by TQ in its reasonable discretion but only after providing thirty (30) days advance notice.  TQ may provide such notice either as a note on the screen presented upon logging in to the Hosted Services, or by email to the email addresses registered with Customer’s account.

 

 

 

This SLA was updated in April 2020.