GROUNDCOVER SERVICE LEVEL AGREEMENT

Groundcover Inc. and/or its affiliates (“Company”) may provide the support services set forth below in this service level agreement (this “SLA”), solely to its customers that are explicitly entitled to receive such services in accordance with their written agreement with Company (each, a “Customer”) in connection with Company’s provision of its service (“Service”). 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 material change. Customer’s continued use of Company’s Service thereafter constitutes Customer’s consent to such changes and to be bound by them.

1. General

Subject to Customer’s compliance with its obligations under the respective Master Subscription Agreement with Company (“Agreement”), including using the Service only as permitted in the Agreement and the payments obligations thereunder, during the term of the Agreement, Company will provide Customer with the maintenance and support services specified in this SLA. Nothing in this SLA shall be construed as to require Company to dispatch personnel to Customer’s site or otherwise provide on-site services ("On Site Services"). Any On Site Services, if provided, shall be subject to additional fee. Capitalized terms used herein shall have the meaning ascribed thereto in the Agreement unless otherwise defined herein.

2. Definitions

The following definitions apply to this SLA:

• “Business Hours” means PST 8:00 AM - 8:00 PM during Business Days. 
• "Business Days" means Monday-Friday excluding U.S. national holidays.
• “On Call” means a Company support representative available via email at contact@groundcover.pagerduty.com 24/7 including outside of Business Hours.
• “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 7 below; (iv) instances of Service unavailability of less than one (1) minute duration each; (v) Force Majeure Events (as defined below); 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.

3. 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”).

4. Service Credit Eligibility

If the Monthly Uptime Percentage is less than or equals 99.8%, then the Customer will be eligible to receive Service Credits as detailed in the table below. It is hereby clarified that the Service Credits will be made solely in the form of additional credit applied to the Customer’s future billing cycle, i.e., for additional use of the Service immediately following expiration of the Agreement or applicable subscription term (initial subscription term or renewal subscription term). The Service Credits will not entitle the Customer to receive any refund or other payment or compensation from the Company.

In order to receive any of the Service Credits described above, the 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 for Company to validate the Customer’s claim, including, but not limited to a detailed description of the Downtime Incident and information regarding the time and duration of the Downtime Incident. Failure to comply with these requirements will forfeit Customer’s right to receive Service Credits. In addition, the Customer must be in compliance with the Agreement in order to be eligible to receive Service Credits.

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 period. 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.

5. Support

Company shall use commercially reasonable efforts to ensure that the Service shall perform in all material respect with the service documentation. Company shall, during Business Hours, assist in the operation of the Service and in verifying the causes of suspected errors. Company will use commercial reasonable efforts to respond to Customer according to the response table specified below, after receipt of Customer’s request for support.

6. Reporting Cases & Response Time

• Support queries during Business Hours will be reported by Slack in a dedicated support channel (#groundcover-Customer name -support), or by emailing Company’s support at support@groundcover.com. Support queries sent to other Company’s email addresses will not be considered as support requests.
• All support queries shall be logged within the Company’s CRM system and will be allocated with an ID reference number.
• Any support queries reporting a Severity 2, 3, or 4, incident outside of Business Hours will only be handled during Business Hours.
• Support queries reporting a Severity 1 incident outside Business Hours will be reported directly to following On Call email: contact@groundcover.pagerduty.com.
• Severity 1 incident Reports will be handled by PagerDuty and escalated into a phone call directed to On Call support representative, that will contact the Customer directly to resolve the issue.
• Severity 1 support queries should still be reported over Slack if time permits for communication with the wider team.

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

7. Support Exclusions

The technical support described above will only be provided for the most recent version of the Service's software and any other version that was the most up-to-date at any time during the thirty (30) days prior to the respective support query. Company shall not be required to correct any error that that in Company’s reasonable discretion is resulting from:

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

7.2. Customer's instructions, or installation or set up adjustments; 

7.3. factors beyond Company's reasonable control (e.g., 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.); 

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

7.5. 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); 

7.6. Customer’s failure to implement in a timely manner any update made available to Customer; 

7.7. 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 software's manuals, specifications or documentation; 

7.8. use of the Service other than as permitted in the Agreement; 

7.9. any fault in any equipment or programs used in conjunction with the Service; and/or

7.10. Customer’s negligence or willful misconduct.

8. Customer Responsibilities

Company’s obligations hereunder are subject to the following:

8.1. Customer agrees to receive from Company support-related communications via email, telephone, Slack and other formats;

8.2. Customer’s technical support contact shall cooperate with Company at all times during the provision of technical support and maintenance services hereunder and shall provide Company with all information, documentation, assistance and access as reasonably required by the Company;

8.3. Customer shall report to the Company all problems with the Service and shall implement any corrective procedures provided by the Company reasonably promptly after receipt;

8.4. Customer shall implement in a timely manner any update made available to Customer; and

8.5. each support query will include:

8.5.1. the severity as estimated by Customer;

8.5.2. a description of the issue, the exact wording of error messages made available to the Customer, and the timeframe in which it took place in;

8.5.3. a description of the impact on Customer’s business; and

8.5.4. the Customer’s contact(s) which Company will correspond with while resolving the issue.