SERVICE LEVEL AGREEMENT

Last Updated: 05/2019

This Service Level Agreement (“SLA”) sets forth the service level terms and conditions for the Service provided by Ivory to Customer during the term of the Master Agreement by and between Customer and Ivory.

  1. Definitions. The following definitions apply to this SLA.
    1. 1 “Exclusion” means any period in which the Service is Unavailable, inoperable, suspended, terminated or otherwise disrupted as a result of any of the following:
      1. outages or degradation of performance to any public internet backbones, networks or servers;
      2. any failures of, or problems caused by, Customer's equipment, software, technology, systems or local access services, Customer provided content or programming errors including, but not limited to, content installation and integration, any technical security integrity review, penetration test, or vulnerability scan, temporary disablement of the Service for design changes or other Customer system maintenance related events or system administration, commands, or file transfers performed by Customer or Customer representatives;
      3. periods of Scheduled Maintenance or Emergency Maintenance activities;
      4. lack of availability or untimely response time from Customer to respond to incidents that require its participation for source identification and/or resolution;
      5. any failures of, or problems caused by, salesforce.com (if applicable) or other third party and/or third party equipment, software hardware or other technology (other than third party equipment within Ivory’s direct control) or third party actions or inactions, including web service calls;
      6. any voluntary actions or inactions from Customer or any third party, including any work performed at Customer request (for example additional technical assistance) or other activities that Customer directs;
      7. events beyond Ivory's control, such as denial of service attacks, changes resulting from government, political, or other regulatory actions or court orders, strikes, riots, labor disputes, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, acts of or against third parties (including third party carriers or other vendors), or any other force majeure events;
      8. suspension or termination of the Service by Ivory as authorized pursuant to the Agreement;
      9. any event which Ivory reasonably believes to the best of its knowledge and experience that there is no alternative but to cause an outage or other Service disruption in order to resolve an issue, if time is of the essence and the appropriate individuals at Customer are not contactable by phone and email (and the appropriate individuals’ contact information including order of contact priority is provided in advance by Customer, which may be updated by Customer from time to time), Ivory may cause the disruption.  Any such disruption shall be for as short a time as possible and shall be kept as localized as possible and Ivory shall inform Customer as soon as is reasonably possible of the disruption; or  
      10. problems due to Customer’s failure to implement changes in equipment or software reasonably recommended by Ivory in writing to Customer as essential to maintaining service levels following a Customer directed change in the operating environment.
         
    2. 2 “Maximum Availability” means the total number of minutes in the calendar month, e.g. 43,200 minutes in the month of September.
       
    3. 3 “Monthly Fees” means the applicable fee payable to Ivory for the Service under the Agreement allocated to the month in which the Service Commitment is not met, as described on the applicable Schedule.
       
    4. 4 “Monthly Uptime Percentage” means the percentage calculated by dividing Unavailable by Maximum Availability and then subtracting the resulting percentage from 100%, excluding any Unavailability resulting directly or indirectly from an Exclusion.
       
    5. 5 “Scheduled Maintenance” means the period of time where Ivory performs scheduled maintenance making commercially reasonable efforts to schedule outages for essential maintenance and updating to occur on weekends and/or off-hours and no more than once per calendar week. Ivory reserves the right to extend or change the times of the Scheduled Maintenance.
       
    6. 6 “Service Commitment” is defined in Section 3 below.
       
    7. 7 “Unavailable” means all requests for the Service to the Ivory server fail during a 1 minute period.  In the case where any portion of the Software is hosted by Customer or by salesforce.com, then Unavailability only applies to the Service provided by Ivory.  Web service calls to and from salesforce.com (or any third party) to Customer will not be part of such determination.
  2. Maintenance Notifications. All maintenance notifications will be sent to a single Customer email address.  It is Customer’s sole responsibility to ensure the provided email address is current and fully functional.  Customer’s email address for notification purposes must be communicated to Ivory in writing.  Ivory will use commercially reasonable efforts to notify Customer at least one (1) business day before any Scheduled Maintenance and thirty minutes before any Emergency Maintenance is performed on its systems, if the maintenance is reasonably expected to cause any Service degradation or Service availability problem for Customer.
     
  3. Service Commitment.  Subject to the terms and conditions of this SLA and the Agreement, Ivory will use commercially reasonable efforts to provide the Service at a Monthly Uptime Percentage of at least 99.95% each calendar month during the term of the Agreement (“Service Commitment”).
     
  4. Service Credits. If Ivory fails to meet the Service Commitment in any month during the term of the applicable Schedule A, then Customer may be eligible to receive a service credit in accordance with the applicable Service Credit % set forth in the table below, subject to the Service Credit Process described in Section 5 below.

Monthly Uptime Percentage

Service Credit %

Less than 99.95 but equal to or greater than 99.90%

10% of Monthly Fees

Less than 99.90%

20% of Monthly Fees

  1. Service Credit Process.
    1. 1 If, during a calendar month during the term of the Agreement, the Service does not meet the Service Commitment, Customer may be eligible to receive a Service Credit, provided that Customer (a) sends a notice to support@ivorycc.com within 15 business days from the end of the month in which the Service Commitment is not met, and (b) provides such details regarding the failure to meet the Service Commitment as reasonably requested by Ivory. Customer’s failure to notify Ivory within this time period, or to provide such information, will result in loss of Customer’s eligibility for any Service Credit associated with the failure to meet the Service Commitment.  
       
    2. 2 If, upon Customer’s notice pursuant to Section 5.1 above, Ivory confirms that the Monthly Uptime Percentage is less than the Service Commitment, Ivory will apply the applicable Service Credit against the next invoice issued to Customer by Ivory following the second month in which Customer notifies Ivory of the failure to meet the Service Commitment. The service credit shall be calculated against Monthly Fees and shall be applied against future fees.   If a Monthly Fee for a subject month has not been incurred, or for any other reason has been credited or waived, Customer shall not be eligible for a Service Credit for that month.  Should a Service Credit be earned in the final month of Service provided to Customer, Ivory will apply the credit against outstanding amounts due to Ivory under this Agreement, and if no amounts are due, Ivory will refund the credit amount to Customer.
       
  2. Customer Problems. If Customer experiences technical issues or has technical questions, Customer must first verify that problems experienced are caused by the Service. In the event that Customer experiences a problem(s) with respect to the Service, Customer shall notify Ivory as follows.  
    1. 1 Such notification must include a clearly written description of the problem(s) and any steps that Customer can reasonably identify that would allow Ivory to replicate the problem(s).  
       
    2. 2 Once notification of the problem has been received, Ivory shall promptly log the problem and a priority level is assigned in accordance with the table below. Ivory will use its commercially reasonable efforts to respond to the problem in accordance with the timeframes set forth in the table below. Ivory will use its commercially reasonable efforts to communicate with the Customer about the problem and its resolution via telephone or email within the targeted response times below.  Customer agrees to cooperate and work closely with Ivory in order to troubleshoot, reproduce and resolve service incidents. 
       
    3. 3 Customer will conduct diagnostic and troubleshooting activities as requested by Ivory, including, but not limited to (i) capture of logs and detailed information about the problem; (ii) running diagnostic utilities provided by Ivory; and (iii) on a case-by-case basis, requiring Customer to provide Ivory a secured network connection to Customer’s SFDC Service using live data on Customer’s SFDC Services. 
       
    4. 4 Problem resolution target times are set forth below:

Priority Codes

Priority

Priority description

Follow Up Feedback

Problem Resolution Target

Severity 1

Fatal; No useful work can be done.

Within 2 working hours

Within 1 business day.

Severity 2

Severe Impact; Functionally disabled.

Within 6 working hours

Within 2 business days.

Severity 3

Degraded Operations; Function of non-critical operations.

Within 2 business days

Within 10 business days.

Severity 4

Minimal impact; Attributes do not operate as stated.

Within 5 business days

Next General Availability Release.

  1. Exclusive Remedies.  The remedies set forth in this SLA set forth Customer’s sole and exclusive remedies, and Ivory’s sole and exclusive liabilities, in the event of any failure to meet the Service Commitment or any other outage, disruption or other degradation of, or problems with the Service.  Service Credits will not entitle Customer to any other refund or payment from Ivory.  For the avoidance of doubt, the Service Credit made available to Customer under this SLA for any failure to meet the Service Commitment constitutes the sole financial obligations of Ivory with respect to such failure.  Customer is not entitled to any other credits, refunds or other remuneration of any kind from Ivory with respect to any failure to meet the Service Commitment or any other outage, disruption or other degradation of the Service, even if otherwise provided for in the Agreement, including but not limited to with respect to support and maintenance.
     
  2. Modifications.  Ivory reserves the right to modify the terms of this SLA at any time as applicable generally to its customers of the Service.  Ivory will use commercially reasonable efforts to notify Customer in advance of any material changes. If the Customer does not agree to such modifications to the terms of this SLA, then it may immediately terminate this Schedule and, as Customer’s sole and exclusive remedy, any fees paid by the Customer in advance will be refunded by Ivory on a pro-rata basis beginning with the date that is thirty (30) days after termination.