Service Level Agreement

1. Definitions

(a)         “Fault” means any event, error, problem, defect or other deviation which is not part of the standard operation of the Offering, and which causes or may cause an interruption to, or reduction in the quality of such Offering and which SwXtch.io will resolve in accordance with the Priority Level assigned to such Fault.

(b)          “Priority 1” means a Fault which results in the complete failure of the Offering or failure of a business-critical function of the Offering to the extent that it is unusable such that Customer is unable to conduct its normal business and means a Fault that prohibits the on-time distribution of content to Customer.

(c)          “Priority 2” means a Fault which causes major features or functions of the Offering to be affected resulting in restricted operation of the Offering such that Customer is unable to usefully conduct its normal business. Customer may potentially miss a deadline for its operations due to the Offering not being fully functional.

(d)          “Priority 3” means a Fault which causes features or functions of the Offering to be affected resulting in restricted operation of the Offering but where the Customer impact is minor, or where there is a convenient workaround available, such that Customer is still able to usefully conduct its normal business.

(e)          “Priority 4” means any other Fault that does not cause a loss of functionality but may minimally impact the operational user experience.

 

2. Customer’s Obligations. Customer’s responsibilities and obligations in support of this SLA include the following:

(a)          Providing accurate and timely information as required by swXtch.io for performing the Services.

(b)          Adhering to policies and processes established by swXtch.io for reporting service failures and incidents and prioritizing service requests.

(c)          Making a representative available (i) for regular meetings to review the SLA and (ii) to consult with swXtch.io for resolving service-related incidents or requests.

(d)          Compliance with all terms of an active Agreement.

(e)          Provide timely updates of changes in relevant Customer’s internal policies that may affect the provision of Services.

 

3. swXtch.io Obligations. swXtch.io’s responsibilities and obligations in support of   this SLA include:

(a)          Meeting applicable incident response times.

(b)          Making a representative available (i) for regular meetings to review the SLA and (ii) to resolve service-related incidents or requests.

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4. Assumptions. swXtch.io’s performance of the Services under this SLA is subject to the following assumptions, constraint, and dependencies:

(a)          Customer is in compliance with the Customer obligations listed above in Section 2.

(b)          swXtch.io’s procedures and delivery of Services may be affected by changes in applicable laws or regulations.

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5. Service Levels.

(a)          The following table sets forth the Services measured under this SLA and the applicable Service Levels to which Customer is entitled. If swXtch.io fails to meet any Service Level, swXtch.io shall perform a root cause analysis to determine the causes of such failure and propose methods for preventing future failures. Using available tools and indicators made available by Customer to swXtch.io, Customer may in good faith open an incidence ticket for support, with supporting documentation and there will be no charge for actions and time spent by swXtch.io in investigating such support request. If no such good faith belief exists on the part of Customer, and swXtch.io responds to a support request from Customer and it is determined the incident was unrelated to swXtch.io’s Services or its responsibilities and obligations pursuant to the Agreement, swXtch.io may charge Customer for the applicable time and materials at a rate of $600.00 per hour. In connection with the foregoing, the parties will work together to review tickets on a quarterly basis to determine if there are particular issues to be addressed between them in connection with the filing of tickets.

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6. Repeated SLA Failure: If swXtch.io fails to resolve three (3) or more Priority 1 or Priority 2 Faults (as set forth in Sections 2 & 6 above) in any two (2) consecutive month period during the Term, (each a “Repeated SLA Failure”), then Customer may, upon written notice to swXtch.io no more than thirty (30) days after the date of the Repeated SLA Failure, request an Agreement extension equal to the period of time for which such Fault(s) occurred.

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7. Exclusive Remedies: An Agreement extension as set forth in Section 7 above shall be Customer’s exclusive remedy and swXtch.io’s sole liability pursuant to this SLA.

 

8. Other Terms and Conditions.

(a)          Single Point of Contact. swXtch.io and Customer shall each appoint a person (a “Single Point of Contact”) who shall be available coordinate responses to support requests with respect to the Service Levels. Either party may change its Single Point of contact upon notice to the other party. The initial Single Points of Contact for swXtch.io is support@swXtch.io

(b)          Escalation to Parties’ Managers. In an emergency, or if swXtch.io does not respond to a support request within the relevant Service Level response time, the parties may escalate support communications to the parties’ respective relationship managers.