SERVICE LEVEL AGREEMENT

1. Support 

1. Support Services

Maintenance of the Service shall comprise diagnosis and correction by Gloat group (“Gloat”) of actual errors or defects in the Service and/or the provision of patches, bug fixes and workarounds (“Support Services”).  The information set out below reflects Gloat’s response times and commitments.

Support Services will be provided in English.

2. Qualified Support Personnel

Gloat warrants and undertakes that it will perform all Support Services using suitably qualified personnel, experienced with use of the Service and provision of the Support Services, using all due care, skill and diligence, and in conformity with good industry practice.

3. Issue Reporting

The Customer shall report errors and defects to Gloat’s Customer support helpdesk using the communication channels advertised by Gloat such as:

• Chat 
• Online ticketing system

Gloat may add/modify such communication channels after notifying the customer sixty (60) days in advance provided that such changes shall not materially reduce the quality of the Service to the Customer.

4. Helpdesk Service Window

Gloat defines the helpdesk service window according to these schedules (“Service Window”):

European CET Time zone          Mon – Fri                9:00am – 5:00pm

USA EST Time zone                 Mon – Fri                9:00am – 6:00pm

Australia (MEL) Time zone        Mon – Fri                9:00am – 6:00pm

Gloat may add coverage to include other time zones and will inform the Customer when coverage is modified.

5. Priorities and SLAs

Gloat shall provide Support Services in accordance with the SLA and priorities described in the tables below. 

6. SLA Definition Table

Priority	Response Time during Service Window
P1 – Critical	2 hours Gloat to provide updates every 2 hours. Gloat will work to resolve the problem until the Service returns to normal operation. Customer will be notified of status changes.
P2 – High	4 hours Gloat to provide updates every 6 hours Gloat will work to resolve the problem until the Service is returned to normal operation. Customer will be notified of status changes.
P3 – Medium	24 hours Will be rectified in a future release based on Gloat product roadmap and priorities
P4 – Low	48 hours Will be rectified in a future release based on Gloat product roadmap and priorities

7. Priority Definition Table

Priority	Description
P1 – Critical	Loss of service. Service has stopped responding or is so severely impacted that no work can be done for most of users in production. The error may have one or more of the following characteristics: Data corrupted; System hangs indefinitely, causing unacceptable or indefinite delays for resources or response; System crashes, and crashes repeatedly after restart attempts.
P2 – High	Partial loss of service. Important functions are unavailable for most of the users in production, with no workaround acceptable to the Customer.
P3 – Medium	Minor impact. The impact is an inconvenience. Operation of the Service by users in production is not adversely affected.
P4 – Low	A minor issue causing an inconvenience. There is no loss of Service. The impact does not impede the operation of the Service.

8. Providing a Workaround for Issues

In case Gloat provides a suitable workaround which reduces the impact of an issue, Customer Support may lower the priority of the issue. In the event of a conflict regarding the appropriate priority level, each party shall promptly escalate such conflict to its management team for resolution through consultation between the parties' management.

 

9. Resolution of Complex Issues

It should be noted that despite the above SLA definitions, certain complex Service issues may require substantial effort to design and implement a correction. In such cases, Gloat will:

• Inform the Customer immediately upon determining the nature of such a required correction and follow up in writing and increase the priority level if agreed by both parties. As for P1 Issues, Gloat shall be using reasonable efforts to provide an initial plan for resolution, indicating possible timescales to resolve, within 12 hours.
• Provide a resolution action plan with estimated timelines for resolution and actions to be taken. 
• Gloat will make every commercially reasonable effort to provide a workaround until a full fix is implemented.

10. Request for Enhancements

Requests for enhancements, new features or other changes to the Service will not be considered support cases. Gloat will consider such suggestions and advise the customer of its plans regarding these requests and possible cost implications.

It should be noted that in general, all future product roadmaps are estimates with no commitment to delivery or timelines.

11. Customer Product Enquiries

Customer enquiries or questions regarding operation of the Service will not be considered support cases.

12. Supported Versions

Gloat shall provide said support services to the Customer provided the Service version of the Service used by the customer is a Supported version. Gloat will announce a list of supported versions from time to time and also advise the customer of new Service versions and of recommended Service versions. Gloat will inform the Customer of the Service release process, timelines and methodologies.

2. Service Levels

1. Service Availability

During the term of the applicable agreement between Gloat and the Customer (the "Agreement"), the Services delivered by Gloat will be operational and available to the Customer at least 99.5% of the time in any calendar month (the "Uptime Guarantee"). Any unscheduled outage, unexpected major disruptions, or downtime will be included in calculating the Monthly Uptime Percentage; provided, however that, Routine Maintenance will not be used to measure against the Monthly Uptime Percentage.

2. Exclusion from System Availability Calculations

Downtime or interruptions caused by factors outside of Gloat’s reasonable control such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised including issues with the Cloud Supplier on which the Service is run, will be excluded from the Monthly Uptime Percentage calculations.

3. Routine Maintenance

Routine Maintenance shall mean maintenance to Gloat Service, including such things as upgrades and service patches, performed during an eight-hour period on one Sunday of each month (“Routine Maintenance”). Gloat reserves the right to perform Routine Maintenance during these hours.
In case of an emergency maintenance requirement, Gloat will notify the Client of the nature of the maintenance requirement and proposed schedule.

4. Uptime Guarantee

In the unlikely event that Gloat fails to meet its Uptime Guarantee for any calendar month, the Customer shall be eligible to receive a Service Credit in the percentage marked in the table below measured as a part of the monthly services fees for licenses during the month the outage occurred.

5. Service Credit Table

Priority	Description
Less than 99.50%	3%
Less than 99.0%	5%
Less than 95.0%	15%
Less than 90.0%	25%

6. Customer Notification

Gloat will notify the Customer of any outage(s) of which it becomes aware which entitles the Customer to a Service Credit within thirty (30) calendar days after the end of the monthly period in which the outage occurred.  Service Credits will be issued with the notification.

7. Monthly Uptime Calculation:

“Actual Service Availability %” = (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monthly Minutes (MM), but not including Routine Maintenance.

“Outage" means the accumulated time, measured in minutes, during which Customer is unable to access the Application for reasons other than Routine Maintenance.

“Monthly Minutes (MM)” means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.

“Total Minutes Not Available (TM)” means the total number of minutes during the calendar month that the Application is unavailable as the result of an Outage.

8. SLA Persistent Breach

If Gloat fails to meet the Uptime Guarantee referenced above on a recurring basis (with recurring basis being defined as three (3) consecutive times in a row, or five (5) times in one year), Customer may consider such failure a persistent breach of the Service Level Agreement (hereinafter "SLA Persistent Breach"). Notwithstanding anything else contained in this Agreement to the contrary and in addition to any other rights and remedies under this Agreement or at law, in the event of an SLA Persistent Breach, the Customer at its sole discretion may choose (i.) to receive the applicable Credits above, or, (ii.) terminate the Agreement (and/or its applicable Order Form) effective immediately.