Data Integrity Suite
Service Level Availability
(October 25, 2024)
This document describes the Service Level Availability (“SLA”) of the Data Integrity Suite for which Customer has purchased a subscription from Precisely (the “Hosted Software”) and applies to each Customer account and User of the Hosted Software.
Availability vs Support. Precisely considers its support of the cloud environment in which Hosted Software is operating as separate from the support of the operation of the Hosted Software itself. This SLA concerns the Availability of Hosted Software. If Hosted Software is Available, but not operating in accordance with its Documentation or Service Description, the Support Terms apply instead of this SLA.
Order of Precedence. In the event of a conflict between this SLA and the terms of another agreement governing Customer’s use of the Hosted Software (the “Agreement”), the terms of this SLA apply, but only to the extent of such conflict. Capitalized terms used but not defined in this SLA have the meanings set forth in the Agreement.
Modifications to this SLA:
- This SLA is effective as indicated by the version date above.
- Orders for Hosted Software are governed by the version of this SLA applicable on the start date of the applicable license.
- The terms of this SLA apply until the earlier of (a) the end date of the license term stated in such Order, or (b) two years after the license start date. During such period, any modifications to this SLA are not applicable to such Order except by mutual written agreement.
Definitions
“Available” and “Availability” mean that the Hosted Software has external connectivity that allows for reasonable use of the Hosted Software.
“Scheduled Maintenance” means certain periods when the Hosted Software may not be Available to permit Precisely or a Hosting Service Provider to perform maintenance support services as provided below.
“User” means an individual Customer employee or individual subcontractor who is properly authorized by the Customer to use the Hosted Software in accordance with the Agreement and the applicable Order.
Service Availability
1.1 Service Level. Precisely will use commercially reasonable efforts to make the Hosted Software Available to Customer at least 99.9% of the time in any calendar quarter (the “Availability Period”), subject to the exclusions in Section 1.2.
1.2 Exclusions: The service level in Section 1.1 does not apply to any non-Availability, suspension or termination of the Hosted Software, or any other performance issues, directly or indirectly:
(a) arising from the suspension or termination of Customer’s right to use the Hosted Software in accordance with the Agreement or applicable Order;
(b) attributed to the acts or omissions of Customer or its Affiliates or their employees, subcontractors, representatives, agents, or any User, including the improper configuration or use of Hosted Software;
(c) attributed to any actions taken by Precisely during Scheduled Maintenance in accordance with Section 1.3 or attributed to Scheduled Maintenance by any Hosting Service Provider;
(d) caused by factors outside of Precisely’s reasonable control, including any Force Majeure Event or information technology systems under Customer’s control;
(e) associated with the Hosted Software prior to such Hosted Software being generally available; and/or
(f) attributed to Customer electing to access only the Hosted Software’s regional endpoint and not the global endpoint.
1.3 Scheduled Maintenance. Precisely will use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Hosted Software in connection with the Scheduled Maintenance or other disruption of service. Precisely will provide at least forty-eight hours’ notice of any Scheduled Maintenance, except in the case of an emergency maintenance to remediate security related issues. Scheduled Maintenance shall generally not exceed six (6) hours in a calendar month.
1.4 Service Credits. In the event Precisely does not meet the Availability in Section 1.1 with respect to any Availability Period, and Customer is negatively impacted thereby, then Precisely will issue Customer a financial credit (a “Credit”) of the fees attributed to such Availability Period (calculated as the pro rata portion of an annual fee as applicable) as follows:
| Availability for the Availability Period | Credit* |
| 98% to 99.89% | 5% |
| Below 98% | 10% |
*To be eligible to receive a Credit, within fifteen days after the end of an Availability Period during which Customer believes that the service levels in Section 1.1 were not maintained (the “Impacted Availability Period”), Customer must submit a claim by opening a case with Precisely Support containing the following information: (a) the dates, times and duration of each incident of purported non-Availability for which a Credit is being claimed, (b) a description of the negative impact of the non-Availability on Customer’s operations, and (c) documentation of the above to corroborate the claim.
Notwithstanding the foregoing, Customer shall be disqualified from receiving a Credit: (a) if the Customer is overdue with respect to any payment obligation, or otherwise in material breach of the Agreement or any other contractual obligation to Precisely, or (b) fails to provide the requested and other information as required above.
If Customer’s claim is confirmed by Precisely as valid, Precisely will issue a Credit in the same currency as the applicable Order that Customer can use to offset any payments due to Precisely for the Hosted Software (generally the next issued invoice).
Credits constitute liquidated damages for the Impacted Availability Period and are not a penalty. Credits are Customer’s sole and exclusive remedy, and Precisely’s sole and exclusive liability, for Precisely’s failure to meet the terms of this SLA attributable to the Impacted Availability Period. Events occurring during the Impacted Availability Period shall not be counted for any other Availability Period for purposes of determining whether the service levels in Section 1.1 were maintained.
1.5 Not a Warranty. This SLA describes a policy relating to a service arrangement and does not create, amend, or expand any warranty under the Agreement or create a separate warranty of Availability or otherwise.
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