Service Level Agreement

Last Revised: November 14, 2023

1. Service Level Commitment

During your Subscription Term, we will use commercially reasonable efforts to provide a Monthly Uptime Percentage of at least 99.9% on a 7×24 basis, subject to the exclusions described in Section 3 below (“Service Level Commitment”).

The Service Level Commitment applies only to “key transactions” of the TrueContext Service, specifically:

• form submission uploads; and
• transactions using the TrueContext public REST API

For clarity, the Service Level Commitment does not apply to Enterprise Analytics as it is subject to the following SLA – SaaS Order Form (SLA) (December 2022) (infor.com).

We use the following formula to calculate the Monthly Uptime Percentage:

Monthly Uptime Percentage = (T-M-D) / (T-M) x 100%

• T = total minutes in the month
• M = minutes of maintenance time
• D = minutes of unavailability

2. Service Credits

Service credits are intended to reflect the diminished value of the TrueContext Service as a result of our failure to meet the Service Level Commitment. To be considered for a service credit, you must: (i) report the service outage incident to the TrueContext Support organization within 30 minutes of discovery (support@truecontext.com); and (ii) send the following information to support@truecontext.com using the words “Service Credit Request” in the subject line, not later than five (5) business days after the end of the calendar month in which you believe the Service Level Commitment was not met:

• the dates and times of each service outage incident for which you are claiming a service credit;
• the account ID; and
• information that corroborates your claimed service outage(s) (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

We may ask you to provide additional information and/or documentation to support your service credit request. If you fail to provide the service credit request and other required information (as described above), you will be disqualified from receiving a service credit.

Note that our monitoring and logging infrastructure is the source of truth for determining the Monthly Uptime Percentage and whether we have met the Service Level Commitment. All calendar months will be measured in the UTC time zone.

If we fail to meet the Service Level Commitment and a service credit is applicable, we will apply it against a future payment otherwise owed by you for the affected TrueContext Service, provided that your account is fully paid up, without any outstanding payment issues or disputes. No refunds or cash value will be given for unused service credits. Service credits may not be transferred or applied to any other account or service. In no event shall you receive a service credit greater than 100% of the amount invoiced for the affected TrueContext Service in the applicable billing period.

3. Exclusions

The Service Level Commitment does not include unavailability/a loss of service due to matters outside of our scope of responsibility, including without limitation: (a) your use of the TrueContext Service in a manner not authorized in the TrueContext Subscription Agreement or not in accordance with the applicable Documentation, including, without limitation, your attempt to perform operations using the TrueContext Service that exceed prescribed quotas; (b) force majeure events or other factors outside of our reasonable control, including, without limitation, Internet access or related problems; (c) your equipment, software, network connections or other infrastructure; (d) faulty form, workflow or other software configurations; (e) your data or your materials; (f) third-party content, equipment, apps, add-ons, software or technology (whether licensed by us or a third party); or (g) routine scheduled maintenance (as described in Section 4) or reasonable emergency maintenance. No Service Level Commitment or service credits are provided for (i) free, proof-of-concept, beta or trial services, or (ii) features/functionality (if any) excluded from the Service Level Commitment, as described in Section 1 above.

4. Scheduled Maintenance

Sometimes we need to perform maintenance to keep the TrueContext Service working smoothly. If downtime is necessary due to scheduled maintenance, we will endeavor to provide you with at least 5 days’ advance notice. Notifications are delivered through the TrueContext status dashboard, and through the TrueContext administration portal. If required, scheduled downtime typically occurs during the following “low peak” hours (as determined by our service metrics): 00:00 to 02:00 ET Sunday to Friday and 01:00 to 07:00 on Saturday.

5. Exclusive Remedies

If we fail to achieve the Service Level Commitment for more than three (3) consecutive months in a given twelve (12) month period, you have the right to terminate your agreement with TrueContext without liability (except for past performed Services) by delivering written notice of termination to TrueContext within 14 days of your receipt of the third confirmation of our failure to achieve the Service Level Commitment.

The foregoing right to terminate and the service credits described in Section 2 are your sole and exclusive remedy, and our sole and exclusive liability, for our failure to meet the Service Level Commitment.

6. Changes to this Service Level Agreement

As our business evolves, we may change our Service Level Agreement. Customers can review the most current version of the Service Level Agreement at any time by visiting https://truecontext.com/about/service-level-agreement.