Service Level Agreement
Last Updated: DRAFT September 27, 2021
1. Resources and Support
MST shall, throughout the Term, make available reasonable resources, including MST personnel, as are reasonably required to support the Application as provided under this Agreement. MST shall also make available to Customer technical support for the Application and respond to problems or issues in accordance with the service levels and warranties set forth in this Agreement.
2. Notice of Downtime
For purposes of this Agreement, “Downtime” means that period of time when the Application fails to respond within a reasonable time after user input through an authorized Web browser because of: (a) a hardware or internet connection failure at the Third Party Host, (b) a failure in the Application which falls under a severity 1 or a severity 2 level failure as defined below, or (c) an electric utility failure at Third Party Host’s facility where the Application is hosted. Downtime does not include the period of time when the Application is not available as a result of: (i) scheduled network, hardware, or service maintenance and/or upgrades; (ii) a hardware or internet connection failure at Customer’s facility, (iii) the acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to Third Party Host’s network by means of Customer’s passwords or equipment; (iv) the occurrence of any excusable delay or (v) emergency maintenance deemed necessary by MST for the security or performance of the Application. Every effort will be made to perform scheduled maintenance during non-Working Hours. Every effort will be made to notify Customer in advance of emergency maintenance.
If the unscheduled downtime during a month exceeds 16 Working Hours, then MST will provide, upon Customer’s request, a root cause analysis, and implement corrective action to eliminate future occurrences. If the unscheduled downtime in any three of the previous 12 months exceeds 48 Working Hours, it shall be deemed to be a material breach of this Agreement.
3. Support Severity and Service Levels
Customer will be responsible for reporting faults within the Application to MST. The target times from receipt within which MST will begin troubleshooting and diagnosis of the problem for each category is as follows:
| Severity | Definition | Restore Metric | Metrics (Monthly Per Site) | SLA Reporting Document | Document Frequency |
|---|---|---|---|---|---|
| 1 | A Fault causes full loss of system functionality, and all users are unable to access the Application. | Respond within 2 Working Hours and restore within 8 Working Hours | 95% | Closed Call Report | Weekly |
| 2 | A Fault (other than a Category 1 Fault) that causes a loss of time-critical functionality, or that a majority of users are unable to access the Application. | Respond within two Working Hours and restore within 16 Working Hours | 90% | Closed Call Report | Weekly |
| 3 | A Fault (other than a Category 1 Fault) that causes a loss of non- critical functionality, or that less than a majority of users are unable to access the Application. | Respond within 8 Working Hours and restore within a reasonable time | 90% | Closed Call Report | Weekly |
| 4 | A Fault (other than a Category 1or 2 Fault) in the nature of a cosmetic defect or software error inherent in the Application. MST will report the fault to CPA, but MST will not be obliged to provide any solution. | Respond and report as promptly as is reasonably practicable | 90% | Closed Call Report | Weekly |
4. Entire SLA Liability
With respect to any failure of MST to meet the Monthly Uptime Percentage Threshold or Successful Connection Rate, as applicable, this Agreement and the Terms of Service states MST’s sole and entire liability to Customer and Customer’s sole remedy. The Application will be hosted in an “as is” condition as provided from CPA. Nothing in this Agreement will make MST liable for inherent defects or errors in the Application as provided from CPA. If errors or defects in the Application are determined to be inherent in the Application, MST will assist Customer at Customer’s request in resolving such errors with CPA at an hourly rate. If errors or defects in the Application are determined to be inherent in the Application, the effects of such errors or defects are not included in the Downtime defined in this Service Agreement.