groundcover service level agreement

Last update: July 2025

groundcover Inc. and/or its affiliates (“Company” or “groundcover”) may provide the support services set forth below in this service level agreement (“SLA”) to its customers (each, a “Customer”) that are entitled to receive such services in accordance with their written master services agreement with Company and related Order Form (“Agreement”) in connection with Company’s provision of its service (“Service”) as defined therein. And capitalized term not defined herein shall have such meaning ascribed to it under the Agreement. Company reserves the right to change the terms of this SLA from time to time and Company shall provide Customer with at least thirty (30) days prior notice in case of any adverse material change. Customer’s continued use of Company’s Service thereafter constitutes Customer’s consent to such changes and its consent to be bound by them.

1. General

groundcover will provide Customer with the maintenance and support services specified in this SLA subject to Customer’s compliance with its obligations under the respective Agreement. Support services pursuant to this SLA are provided during the applicable Subscription Term and are subject to Customer’s payment of applicable fees. Nothing in this SLA shall be construed as a requiring Company to dispatch personnel to Customer’s site or otherwise to provide on-site services ("On Site Services"). Any On Site Services, if provided, shall be subject to additional fees, as may be set forth in the applicable Order Form.

2. Support

Customers will be entitled to receive support via the Company’s dedicated support channels. Response to Support Queries (as defined below) is provided in accordance with the applicable support plan to which Customer is enrolled.

As used here:

“Business Hours” means Monday-Friday PST 8:00 AM - 8:00 PM, excluding U.S. national holidays.

“Support Services” means Company's responsibilities to address Incidents to achieve material conformance of the Services with the Documentation.

“Incident” verifiable and reproducible deviation resulting in material non-conformance between Services and the Documentation, which shall not include any failure caused by any of the Support Exclusions specified in Section 6 herein.

3. Support Resources

a. Documentation – Customers can access groundcover’s documentation to receive additional information regarding the Services.

b. Slack Community - Our Slack Community is a user-driven network where our customers connect to share knowledge, answer questions, and exchange tips about groundcover’s Services. groundcover team members actively participate in discussions, however, generally responses can come from fellow users. This community operates independently from our official Support Services and Customers are responsible for assesing any guidance recived through the community.

Customers may submit a request for support (“Support Query”) using any of the following channels (“Support Channels”) in accordance with their applicable support plan:

c. Email - Customers enrolled in the standard and premium support plans can send email to groundcover’s designated email address at support@groundcover.com.

d. Dedicated Slack Channel - Customers enrolled to the premium support plan will receive access to a dedicated Slack support channel where groundcover’s support team and a Dedicated Support Engineer will assist with any Support Queries.

e. Severity 1 Priority Handling – Customers have the option to report any Severity 1 Incidents directly to an on-call email at contact@groundcover.pagerduty.com. An on-call support engineer will be available on a 24/7 to prioritize such Incidents and provide assistance in accordance with the response times stated below.

When initiating a Support Query, Customer must provide a description of the Incident, the severity level corresponding to the Incident and the business impact of the reported Incident.

4. Response Times and Severity Levels

Support Queries are prioritized by the Company's support team according to the following criteria:

| Severity | Description | Standard Support Initial Response Time | Premier Support Initial Response Time | |---|---|---|---| | Critical (Severity 1) | An Incident that renders the Services inoperative in production and no workaround is available | Up to 8 Business Hours | Up to two (2) hours | | High (Severity 2) | A persistent Incident occurred which significantly degrades a major service functionality and materially affects Customer's use of the Service. | Up to 12 Business Hours | Up to four (4) hours | | Medium (Severity 3) | An Incident that impairs the functionality of some components of the Services, such that the Service is operational and users are otherwise able to continue using the Services. | Up to 48 Business Hours | Up to twelve (12) hours | | Low (Severity 4) | An Incident that is minor and does not materially impair functionality of the Services. | Up to 72 Business Hours | Up to twenty-four (24) hours |

5. Customer Responsibilities

Company’s obligations with respect of Support Queries are subject to the following:

a Customer will promptly report to Company any Incident with the Service, when it is discovered, along with the correct severity level.

b Customer agrees to receive support-related communications from the Company via email,  Slack and other communication means identified by the Company;

c Customer’s technical support contact who is familiar with the Incident will be available to work with Company at any time after a Support Query is created; Customer agrees to provide dedicated resources for Severity 1 Support Queries to work with Company on an ongoing basis;

d Customer will cooperate with Company at all times during the provision of Support Services and provide Company with all information, documentation, assistance and access as reasonably required by the Company, including for the purpose of enabling Company to replicate the problem or to reproduce operating conditions similar to those present when the Incident occurred;

e Customer shall implement any corrective procedures provided by the Company reasonably promptly after receipt and shall report whether the Support Query can be closed.

6. Support Exclusions

Support Services will only be provided for the most recent version of the Service's software or otherwise a version released during the thirty (30) days prior to the respective Support Query. Company shall not be required to correct any Incident resulting from the following:

a. any modifications of the Service that have not been approved by Company in writing;

b. Customer's instructions, installation or set up adjustments; or failure to meet documented minimal supported hardware or software requirements;

c. factors beyond Company's reasonable control (i.e., any force majeure event (including but not limited to strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis)), failure of Internet access or any public telecommunications network, shortage of adequate power or transportation facilities or any other problems beyond Company's reasonable control, etc.) (“Force Majeure Events”);

d. accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of the Service;

e. Customer’s equipment, software or other technology and/or third-party equipment, software or other technology (other than third party equipment within Company’s direct control);

f. Customer’s failure to implement in a timely manner any Update made available to Customer;

6.7. the combination of the Service’s software with equipment or software not authorized or provided by Company’s or otherwise approved by Company in the Documentation;

6.8. use of the Service other than as permitted in the Agreement; and/or

6.9. Customer’s negligence or willful misconduct.

7. Service Updates

Company may, from time to time, during the Subscription Term, release program updates (i.e. releases, enhancements and bug fixes) to the Services ("Updates"). Company will make such Updates available to Customer to the extent generally made available to its supported customers at no additional consideration.  

8. Availability

During the Customer’s Subscription Term, Company will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage (as defined below) of at least 99.8% during each monthly billing cycle (the “Service Commitment”).

As used herein:

“Downtime” or “Downtime Incident” means the number of minutes in a calendar month in which the Service is unavailable to Customer as measured and determined solely by Company based on its servers. Downtime Incidents shall exclude: (i) planned downtime incidents announced in advance by Company, including, without limitation, for periodic upgrade and maintenance; (ii) network disruption between a Customer’s network and the Service outside of Company’s control; (iii) instances of Service unavailability that are caused by the support exclusions specified under section 6 above; (iv) instances of Service unavailability of less than one (1) minute duration each; (v) Force Majeure Events; and/or (v) any time where Company is awaiting information or access from Customer which is required for providing the Services or awaiting Customer confirmation that the Service has been restored.

“Monthly Uptime Percentage” means the monthly uptime expressed as a percentage, calculated based on the total number of minutes in a calendar month, minus Downtime, divided by the total number of minutes in a calendar month.

“Service Credit” means additional number of credit notes to be provided to Customer as a result of Downtime as detailed in the table below.

9. Service Credits

If the Company fails to meet its Service Commitment, then the Customer will be eligible to receive Service Credits as detailed in the table below, which will be credited by an extension to the Subscription Term under the applicable Order Form, according to the calculation below.

| Monthly Uptime Percentage | Service Credit | |---|---| | Between 99.0% – 99.8% (inclusive) | 5% | | Less than 99.0% | 10% |

In order to receive any of the Service Credits described above, Customer must (i) notify Company’s technical support team within thirty (30) days from the time on which the Customer becomes eligible to receive Service Credits; and (ii) submit to Company’s technical support team all information necessary in accordance with the obligations set forth under Sections 3 and 5 to this SLA for Company to validate the Customer’s claim.

The total number of Service Credits that may be accrued hereunder shall not exceed twenty percent (20%) of the amount due by Customer for the Services provided to it during the applicable Subscription Term. The right to receive Service Credits, as specified above, constitutes the sole and exclusive remedy for any downtime incidents, unavailability or non-performance of the Service.

If the Customer purchased the Service from Company’s authorized reseller or partner, the Customer will receive a Service Credit directly from such authorized reseller or partner and such authorized reseller or partner will receive a Service Credit directly from Company.