This Service Level Agreement, (“SLA”) is incorporated by reference into the Agreement.  All terms not defined in this SLA retain the meaning in the Agreement.

1. Hosting Services‍

• 1.1.  Scope. This SLA sets forth the parties’ agreement with respect to the performance of SaaS that Customer has licensed under the Agreement. Hearsay shall perform the Services at or above the minimum levels of performance indicated in this SLA, and if Hearsay fails to do so, Hearsay shall take the corrective actions and may be subject to the other remedial measures specified in this SLA. Except as otherwise stated, all Service Levels shall be measured by Hearsay on a twenty-four (24) hours-per-day, seven (7) days-a-week basis.
• 1.2.  Definitions.
  (A) “Available” or “Availability” shall mean that percentage of time, as measured every calendar month, during which SaaS is accessible via the Internet for information browsing. Availability will be expressed as a percentage calculated in accordance with the following formula:
  
  Availability = 100% x (Uptime - Downtime) 
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                                                       (Uptime)
  
  (B) “Business Hours” means 6 AM to 5 PM Pacific Standard Time (PST) Monday through Friday, excluding federal holidays. 
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  (C) “Downtime” means the duration of time of all Measurement Intervals during which Hearsay’s third-party monitoring tools indicate that SaaS is experiencing an outage, provided the outage occurred within the Hearsay’s facilities or co-location facilities managed by Hearsay. Downtime shall exclude Scheduled Maintenance, and lack of Availability due to factors not in Hearsay’s or Hearsay’s co-location’s reasonable control, such as: ISP interruptions, denial of service attacks, virus/worm or other attacks, power interruptions, telecommunication or router failures, third-party hardware defects or failures (outside of the Hearsay or Hearsay co-location environment), third-party software defects or failures (outside of the Hearsay or Hearsay co-location environment), failure of an External Service, suspension of Customer’s use of SaaS pursuant to the Agreement or a Customer act. 
  
  (D) “Measurement Interval” means a period of ten consecutive minutes when SaaS experiences Downtime. Intermittent Downtime for a period of less than ten minutes will not be counted as Downtime. 
  
  (E) “Scheduled Maintenance" means the amount of time in a month Hearsay performs maintenance on the Services as further described in Section 1.3(B) of this SLA where such maintenance shall cause SaaS to otherwise experience Downtime. Time when the SaaS is not Available due to Scheduled Maintenance is not considered Downtime for purposes of this SLA.
  
  (F) “Service Credit” means the number of days added to the end of the then-current Order Form Term, at no additional charge to Customer.
  
  (G) “Service Level” means the Availability Hearsay will maintain per calendar month for the Service.
  
  (H) “Uptime” means the difference between (i) the total minutes in the applicable month and (ii) minutes in that month in which SaaS is not Available due to Scheduled Maintenance.  

• 1.3.  Reporting of Service Levels.
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  (A) Measurement. For the purposes of this SLA, Hearsay shall provide, implement, maintain and utilize the necessary measurement and monitoring tools and procedures required to measure and report on Hearsay’s performance of the Service Levels every Measurement Interval, rounded to the nearest tenth of a percentage (XX.X%). Measurement of Uptime will be performed against availability of the application server. Hearsay’s measurement and monitoring of the Service Levels shall permit reporting at a level of detail sufficient to permit Customer to verify compliance with the Service Levels. All testing of Availability, Uptime and Downtime metrics will be performed by a third-party service to ensure accuracy, in accordance with Hearsay’s standard reporting policies. However, any such additional requested measurements shall be provided for reporting purposes only and shall be considered out of scope of Hearsay’s SLA obligations under this Agreement.
  
  (B) Scheduled Maintenance. Hearsay shall use commercially reasonable efforts to configure SaaS such that Scheduled Maintenance shall not cause Downtime. Scheduled Maintenance may consist of standard maintenance and major maintenance. Standard maintenance includes operating system patching, product upgrades, system reconfigurations, encryption key rotation, database maintenance, replacement of redundant hardware and other similar work that protects hosted system uptime.  Major maintenance includes upgrades of major hardware components, such as a database cluster, and other similar work that increases the quality and capacity of the hosted systems. If Downtime cannot be avoided during Scheduled Maintenance, Hearsay will: 
  
       1. Use commercially reasonable efforts to perform Scheduled Maintenance at times designed to cause minimal impact to performance of SaaS. When practicable, Hearsay shall perform Scheduled Maintenance between 7 PM PST and 2 AM PST; and 
       2. Use reasonable efforts to provide Customer with a minimum of twenty-four (24) hours’ notice prior to performing Scheduled Maintenance that would result in Downtime in the case of standard maintenance and five (5) business days’ notice prior to performing Scheduled Maintenance that would result in Downtime in the case of major maintenance. Customer acknowledges that emergency maintenance may be necessary and that Hearsay will not always be able to provide the amounts of notice specified in this paragraph.

• 1.4.  Service Credit. 
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  (A) Request. To receive a Service Credit described within this SLA, Customer must notify Hearsay in writing within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Service Credit.
  
  (B) Calculation.
       (1) Service Level.  At all times during the Term, Hearsay shall ensure that SaaS will maintain Availability of at least 98% for any calendar month.
       (2) Service Credit.  If Hearsay does not meet Availability as set forth in the table below in any month during the Term, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Service Credit described in the Table below. 
  

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      (3) Maximum Service Credit. The aggregate maximum number of Service Credits to be issued to Customer for all Downtime that occurs in a single calendar month shall not exceed twenty (20) days added to the end of an Order Form Term. Service Credits received pursuant to this SLA states Customer's sole and exclusive remedy for any failure by Hearsay to meet the Service Levels.

2. Success Services

• 2.1.  Priority Levels and Resolution Protocols. Hearsay provides Success Services to address Customer inquiries and issues relating to the Service according to the following target response and resolution times. Hearsay will use commercially reasonable efforts to meet or exceed the response and resolution times set forth below. However, the goals defined in the table below are aspirational, and due to the complexity of the problem or other circumstance beyond Hearsay’s reasonable control, these goals may not be met for any given reported problem. Hearsay reserves the right to add, amend, change or eliminate provisions of its Success Services depending on changes to the Services. For any changes that materially degrade the Success Services, Hearsay shall use reasonable efforts to provide Customer with at least thirty (30) days’ written notice before such changes become effective.  

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• 2.2.  Methodology.  The response objectives and target resolutions for each Priority Level are measured by the amount of time each issue is held within Hearsay’s control.  Time awaiting response or additional information from Customer, its affiliates, third-party vendors or External Services shall be excluded in calculation of response objectives and target resolutions. Customer is expected to provide timely information and full cooperation with Hearsay during the problem resolution process.
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  (A) Self-Service Support.  Customer will have access to self-service support, available 7 days a week, 24 hours a day, to address Customer inquiries and issues relating to the Service via the following methods:
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       (1) Searchable knowledge base
       (2) Instructional multimedia content
       (3) Self-service tools
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  (B) Contact Center Support
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       (1) Immediate Support (Level 1): Hearsay provides Success Services for Level 1 issues twenty-four (24) hours a day, seven (7) days a week.
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       (2) Standard Support (All other Levels):  Hearsay provides standard Success Services during Business Hours.
            (a) Support Methodology
            (b) Email: Customer may submit email tickets for Level issues to support@hearsaysystems.com
            (c) Phone: Technical support provided can be reached at 1-888-399-2280 or to a dedicated number for Customers that have licensed Success Services-Premier
            (d) Online: Customers can submit tickets and obtain status updates for existing tickets by visiting the Hearsay service desk web site: http://success.hearsaysystems.com.  Methods for submitting a ticket through the Service are also available.
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       (3) Priority Escalation.  Hearsay has sole and exclusive authority to determine the Priority Level of a submitted issue. Some issues may need to be expedited. When this becomes the case, Customer shall notify Hearsay of the critical situation. If Hearsay determines that sufficient information has been provided by Customer and the escalation is accepted, Hearsay will work with Customer on providing the appropriate solution that may accelerate response objectives and target resolutions.  

• 2.3.  Support for Prior Releases.  Success Services are provided only for the current version of the Service. Updates to the Service will be applied automatically. Thereafter, the update to the features shall be automatically applied such that Customer will be using the most current version of the Service. 

3. Entire SLA Liability

The Service Credits set forth in this SLA are Hearsay’s sole and entire liability to Customer, and Customer’s sole and exclusive remedy, for Hearsay’s failure to meet the Service Level Monthly Availability percentage. 

4. Updates

Hearsay may update this SLA from time to time. The then-current version of this SLA is available at https://hearsaysystems.com/company/legal/service-level-agreement.