Data Integrity Suite
Service Level Availability

(08-2022)

This document describes the Service Level Availability (“SLA”) of the Service for which Customer has purchased a subscription from Precisely and applies to each Customer account and User of the Service.

Precisely considers its support of the cloud environment in which a Service is operating as separate from the support of the operation of the Products themselves. This SLA concerns the Availability of a Service. If a Service is Available, but not operating in accordance with its Service Description, the Support Terms apply instead of this SLA. In the event of a conflict between this SLA and the terms of the Subscription Agreement or other agreement governing Customer’s use of the Services (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.

Definitions

“Available” and “Availability” mean that a Service has external connectivity that allows for reasonable use of the Service.

“Scheduled Maintenance” means certain periods when the Service may not be Available to permit Precisely or a Hosting Service Provider to perform maintenance support services as provided below.

Service Availability

1.1 Service Level. Precisely will use commercially reasonable efforts to make each Service Available to Customer at least 99.5% of the time in any calendar month, 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 a Service, or any other Service performance issues, directly or indirectly:

(a) arising from the suspension or termination of Customer’s right to use the applicable Service in accordance with the Agreement or 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 Service;

(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 a Service prior to such Service being generally available; and/or

(f) attributed to Customer electing to access only a Service’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 Services 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 calendar month, and Customer is negatively impacted thereby, then Precisely will issue Customer a financial credit (a “Service Credit”) of the fees attributed to such month (calculated as the pro rata portion of an annual fee as applicable) as follows:

*To be eligible to receive a Service Credit, within fifteen days after the end of the calendar month during which Customer believes that the service levels in Section 1.1 were not maintained, 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 Service Credit is being claimed, (b) descriptions of Customer’s efforts to resolve the events resulting in non-Availability at the time of occurrence, (c) a description of the negative impact of the non-Availability on Customer’s operations, and (d) documentation of the above to corroborate the claim.

Notwithstanding the foregoing, Customer shall be disqualified from receiving a Service 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 Service Credit in the same currency as the applicable Order that Customer can use to offset any payments due to Precisely for the Services (generally the next issued invoice).

Service Credits constitute liquidated damages and are not a penalty. Service 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.

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.

2022-08.3