Precisely Service Level Availability

(November 25, 2024)

This document describes the Service Level Availability (“SLA”) of the below referenced Hosted Software offerings for which Customer has purchased a subscription or other license from Precisely (each separate product, “Hosted Software”) and applies to each Customer account and User of the Hosted Software. This document will be expanded as additional products are offered in SaaS/cloud implementations. This document only applies to instances of Precisely software running on servers and systems owned or controlled by Precisely.

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, 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 initial start date of the applicable license. Renewal Orders or Orders for additional software will be governed by the version of this SLA applicable on the start date of such applicable licenses.
• The terms of this SLA apply until the end date of the license term stated in the Order initially giving rise to the license. During such period, any modifications to this SLA are not applicable to such Order except by mutual written agreement.

Summary of Availability

The following table describes the key metrics in the various Hosted Software offerings but is subject to the more detailed descriptions and terms and conditions below.

Multi-Tenant Hosted Software	Scheduled Maintenance	Calculated Availability
Automate Studio Administrator	< 4 Hrs/Month	99.9%
Data360 Govern	< 4 Hrs/Month	99.5%
Data360 DQ+ (Multi-Tenant)	< 4 Hrs/Month	99.5%
EngageOne Communicate	< 1 Hr/Month	99.9%
EngageOne Video	< 4 Hrs/Month	99.9%
MapReveal	< 4 Hrs/Month	99.5%
Precisely API’s	N/A	99.9%
Spectrum OnDemand (Multi-Tenant)	< 1 Hr/Month	99.9%
TrueView	< 4 Hrs/Month	99.5%

Single-Tenant Hosted Software	Scheduled Maintenance	Calculated Availability
Assure DQ	< 8 Hrs/Month	99.5%
Automate Evolve	< 4 Hrs/Month	99.9%
Automate Studio Manager	< 4 Hrs/Month	99.9%
Data360 Analyze	< 4 Hrs/Month	99.5%
Data360 DQ+ (Single-Tenant)	< 4 Hrs/Month	99.5%
EnterWorks	See below	99.5%
Risk Analyzer	< 4 Hrs/Month	99.0%
Spectrum OnDemand (Single-Tenant)	< 4 Hrs/Month	99.5%
Spectrum Spatial Analyzer (Cloud)	< 4 Hrs/Month	99.0%
Trillium Hosted Control Center	< 4 Hrs/Month	99.0%
Trillium Quality	< 4 Hrs/Month	99.0%

General Terms

These SLA terms supplement the applicable Agreement (defined below). In the event of a conflict between these Terms and the Agreement, the terms of the Agreement control except with respect to the specific Service Availability Statement applicable to the product at issue.

Definitions

The following definitions and general terms apply to each of Precisely’s Hosted Software offerings described herein, but not others:

“Available” and “Availability” means that a Hosted Software product has external connectivity that allows for reasonable use of the Hosted Software.

“Customer” means the entity(ies) specifically named in the Order as the approved licensee(s) of the applicable Hosted Software.

“Emergency Maintenance” means maintenance that is necessary for purposes of maintaining the integrity or operation of the Hosted Software, regardless of the notice provided by Precisely.

Environment Definitions: URLs for production and other environments, when applicable, will be provided by Precisely.

“Production” means the production servers and the associated URLs.

“QA-Prestaging”, “Development” and/or “Sandbox” means an environment used for solution development and preliminary testing.

“Force Majeure Event” means an event beyond the reasonable control of a party, including, but not limited to: acts of God; government actions; fire; labor difficulties; civil disturbances; transportation interruptions; interruptions or failures of telecommunications, digital transmission links, or power; hostile network attacks; unforeseen pandemics; failure of a Hosting Service Provider; or other natural or supervening disasters.

“Hosting Service Provider” means a third-party infrastructure provider of the information technology systems upon which the Hosted Software is installed in a production environment.

“Order” means the Precisely provided document referencing the Agreement pursuant to which Customer acquires a license to access the Hosted Software, Software, and/or Professional Services, as evidenced by (a) a written agreement signed by Customer and Precisely (including a SOW for Professional Services, if applicable), (b) Customer’s acceptance of applicable online ordering terms, or (c) Precisely’s quotation that has been accepted by Customer’s issuance of a purchase order referencing the quotation by number.

“Scheduled Maintenance” means certain periods when the Hosted Software may not be Available to permit Precisely or the applicable 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.

Hosted Software Availability

1.1         Service Level. Precisely will use commercially reasonable efforts to make each Hosted Software product Available to Customer at the percentage of time reflected as “Calculated Availability” in the Summary of Availability table above in any calendar quarter, 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 Hosted Software, or any other Hosted Software performance issues, directly or indirectly:

(a) arising from the suspension or termination of Customer’s right to use the applicable Hosted Software in accordance with the Agreement or an 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 the Hosted Software and including failure to implement recommended modifications;

(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, failure of a Hosting Service Provider, information technology systems under Customer’s control, interruption or failure of telecommunications or digital transmission links, or hostile network attacks;

(e) associated with a Hosted Software that is in a non-Production environment, including QA-Prestaging, Development, and Sandbox environments;

(e) associated with a Hosted Software prior to such Hosted Software being generally available; and/or

(f) attributed to Customer electing to access only a 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 Hosted Software. Precisely will provide advance notice of any Scheduled Maintenance, except in the case of an Emergency Maintenance to remediate security related issues and except in cases where no downtime is required. Scheduled Maintenance shall not exceed the hours in a calendar month reflected as “Scheduled Maintenance” in the Summary of Availability table above. The maintenance window is reserved to address unforeseen circumstances where corrections are needed.

1.4         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.

Additional Hosted Software Terms

Automate Evolve:

Scheduled Maintenance for the Automate Evolve Hosted Software will not exceed four (4) hours in a calendar month based on a database up to 500GB. Since Scheduled Maintenance is affected by the database size, larger databases may require more than four hours.

Automate Studio Administrator:

Scheduled Maintenance for the Automate Studio Administrator Hosted Software will not exceed four (4) hours in a calendar month based on a database up to 500GB. Since Scheduled Maintenance is affected by the database size, larger databases may require more than four hours.

Automate Studio Manager:

Scheduled Maintenance for the Automate Studio Manager Hosted Software will not exceed four (4) hours in a calendar month based on a database up to 500GB. Since Scheduled Maintenance is affected by the database size, larger databases may require more than four hours.

Data360 Govern:

With respect to Data360 Govern, the application is hosted in a multi-tenant environment, but the associated database is hosted in a single tenant environment.

EngageOne Communicate:

Scheduled Maintenance for the EngageOne Hosted Software will generally be performed between midnight and 4am EST on Sundays. The Available Hours of Support for the EngageOne Hosted Software is twenty-four (24) hours per day, seven (7) days per week for Critical or Severity 1 issues and M-F 8am-8pm EST for other support requests.

EngageOne Video:

Scheduled Maintenance for the EngageOne Hosted Software will generally be performed between midnight and 4am EST on Sundays. The Available Hours of Support for the EngageOne Video Hosted Software is twenty-four (24) hours per day, seven (7) days per week for Critical or Severity 1 issues and M-F 8am-8pm EST for other support requests.

EnterWorks:

Scheduled Maintenance for EnterWorks Hosted Software will be coordinated with each Customer to fit their needs and based on the system size and complexity. The service level in Section 1.1 does not apply if usage of an EnterWorks platform is beyond contracted capacity and/or not in line with Customer contracting questionnaire at the time of outage event.

Spectrum OnDemand (Multi-Tenant):

The above Availability terms for the Spectrum on Demand (Multi-Tenant) Hosted Software include SFTP Batch (excluding VeriMove, NetSuite, SPOD Connectors & the Spectrum OnDemand User Portal) in a production environment. In general, Scheduled Maintenance will occur within a reserved window from 6:00 am to 10:00 am (EST) on Sundays. The maintenance window may be extended to 12:00 Noon (EST) if extended maintenance is required.

Spectrum OnDemand (Single-Tenant):

In general, Scheduled Maintenance will occur within a reserved window from 6:00 am to 10:00 am (EST) on Sundays. The maintenance window may be extended to 12:00 Noon (EST) if extended maintenance is required.