SERVICE LEVEL ADDENDUM

1.Scope of the Addendum

1.1 Overview. This Service Level Addendum (“Addendum”) describes the standard software as a service and support levels currently offered by E-Agree to its Clients who have executed the E-Agree Master Subscription Agreement (“Agreement”) or agreed to be bound thereby. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

1.2 Definition of Services. This Addendum describes the availability of the Application Services and support offered by E-Agree for the E-Agree Products that are identified on E-Agree Product Order Forms and installed on a server(s) managed by E-Agree and accessible to Client’s Users over the Internet.

1.3 Instances. E-Agree maintains the following two application instances for its Clients:

  • Production Instance: Used by Client Users from the Client organization for accessing and using E-Agree Products.

  • Test Instance: Used by clients for testing User configuration changes, training its internal personnel on Product functionality

1.4 Service Availability & Scheduled Maintenance.

  • E-Agree will use commercially reasonable efforts to provide availability to the Application Services on the Production Environment 99.5% of the time calculated as follows [(total-non-excluded-excluded)/(total-excluded)] ≥ 99.5%, assuming the following exclusions:

    • Maintenance and upgrade downtime;

    • Test Environment downtime;

  • Any unavailability caused by circumstances beyond E-Agree’ reasonable control, including without limitation, acts of God, strikes or other labor disturbances, war, whether declared or not, sabotage, and/or any other cause or causes, whether similar or dissimilar to those herein specified, which cannot reasonably be controlled by E-Agree, computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems not within E-Agree’ possession or reasonable control, and including denial of service attacks against internet infrastructure providers;

  • Should E-Agree fail to make the Application Services available as set forth in this Section above (“SLA Noncompliance”) in a calendar month, Client may continue to use the Application Services and receive a credit of prepaid subscription fees equal to one twelfth (1/12) of the annual subscription amount. To request the credit for SLA Noncompliance, Client must submit in writing a request for credit to support@e-Agrecom within (30) days of the occurrence. Any such request should contain a detailed description and account of the reported occurrence. All claims will be verified against E-Agree system records. Should E-Agree dispute any period of unavailability alleged by Client, E-Agree will provide to Client a record of Application Services availability for the applicable period. E-Agree will provide such records only in response to claims made by Client in good faith. Should E-Agree in addition fail to make the Application Services available as set forth in Section above for three (3) consecutive calendar months, Client may terminate the Agreement by providing notice of termination in accordance with the Agreement, in which case E-Agree will refund to Client any prepaid fees for the remainder of the Subscription Term following the date of termination reduced by the amount of SLA Noncompliance credits paid to Client. The remedies described in this paragraph shall be the sole remedies available to Client for SLA Noncompliance.

 

2. Levels of Support & Availability

2.1 Support. E-Agree Standard Support provides online case submissions with business-hour support providing call-back responses to Client issues and cases. All E-Agree Clients receive Standard Support which includes:

  • On-line support through E-Agree Customer Portal

  • On-line case submission

  • Coverage from 8:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding holidays

 

3. Exclusions, Review & Validity of Addendum

3.1 Review. The services described in this Addendum will be reviewed and amended from time to time by E-Agree.   And the then current version of this Addendum will be made available on the e-Agree’s website at https://e-agree.com/sla. E-Agree may review and change this Addendum over time but cannot materially reduce its obligations herein without prior Client written approval.

3.2 Validity. This Addendum is valid during any Subscription Term.

3.3 Exclusions. E-Agree will use reasonable commercial efforts to resolve all support requests submitted by Client as set forth in Section 2 above, except for issues reported to the extent due to the following factors:

  • Changes in the User environment on the Client workstation to unsupported software or hardware.

  • Where Client has used the Application Services in a manner other than in accordance with the Documentation Problems created as a result of Client’s changes to Client’s software, operating systems or hardware, telecommunications problems or as a result of customized changes to the Application Services unless such changes were previously agreed, in writing, by E-Agree.

  • E-Agree shall have no obligations under this agreement during any period in which Client is in material breach of the Agreement, including any period in which Client has failed to meet its payment obligations there under.

 

4. Additional Services

4.1 Application Performance. E-Agree will continually monitor application performance from multiple perspectives and provide support under this Addendum to rectify and return to normal service and performance as described in the Documentation. Components that E-Agree continuously monitor for performance include but are not limited to:

  • Transaction Load Time

  • Template Load Time

  • Report Query Execution Time

  • Transaction Signing Time

  • Network Traffic

If at any time E-Agree identifies a concern with any of the monitored performance points, Client will be notified in writing and a support case will be opened to track the resolution of the issue.

4.2 Service Hosting Infrastructure. As a cloud-based CLM solution, the E-Agree trust team understands that data integrity is paramount in today's Enterprise environment. It is for this reason that we strive to provide Enterprise class data security and system availability.  

4.3 Data Backup Processes.  It is e-Agree’s policy to follow a retention plan for data as shown below:

  • Daily backups for 7 days

  • Weekly backups for 4 weeks

  • Monthly backups for 3 months