Upflex Service Level Agreement

SERVICE LEVEL COMMITMENTS AND SUPPORT SERVICES

  1. DEFINITIONS

1.1 “Availability Percentage” means the availability percentage of the Services.

1.2 “Actual Availability Percentage” shall be calculated as set forth in Section 2.4. 

1.3 “Client” means the entity accessing the Services.

1.4 “Client User” means Client’s employees and authorized users for whom Membership is purchased for access to the Upflex Platform.

1.5 “Emergency Maintenance” shall mean maintenance that may be required to address material security-related issues or technical problems that would impact the availability of the Services and resolution of which cannot wait until the next Scheduled Maintenance or cannot be remedied in the course of Scheduled Maintenance.

1.6 “Error(s)” means the failure of the Services to conform to its published functional specifications. 

1.7 “Month” means the aggregate number of hours per calendar month.

1.8 “Scheduled Downtime” means the time period identified by Upflex in which it intends to perform any planned upgrades and/or maintenance on the Services, excluding Emergency Maintenance. 

  1. SCHEDULED DOWNTIME AND GUARANTEED UP TIMES 

2.1 Upflex will provide at least 72 hours’ prior notice via email before implementing any Scheduled Downtime.  Scheduled Downtime shall be conducted between the hours of 12:01 a.m. to 8:00 a.m. Eastern Time, but in no event shall Scheduled Downtime exceed 4 hours in a particular instance and 12 hours in the aggregate in any Month. 

2.2 Upflex shall use commercially reasonable efforts to notify Client via email at least 2 hours in advance of any Emergency Maintenance and shall post on the Services an appropriate message. In no event shall Emergency Maintenance exceed 4 hours in a particular instance and 16 hours in the aggregate in any Month. 

2.3 The Availability Percentage shall be equal to or greater than 99.9%. 

2.4 The Actual Availability Percentage shall be calculated as follows:

(N minus O) times 100 divided by N

Where “N” is the total number of hours in any Month minus a total number of hours (or portions thereof) of Scheduled Downtime (not exceeding the aggregate number of hours per Month set forth in Section 2.1) and Emergency Maintenance (not exceeding the aggregate number of hours per Month set forth in Section 2.2); and “O” is the total number of hours (or portions thereof) in any Month that the Services are not accessible by Client or any Client User.

  1. SERVICES AVAILABILITY

Upflex provides current system availability at https://status.upflex.com/.   

  1. SUPPORT SERVICES 

Support Center Availability:  24 hours a day, 7 days a week, 365 days per year (366 days for leap years)

4.1 Upflex will (a) provide a reasonable level of support services to assist Client including, but not limited to, technical support in resolving Errors; (b) find and correct failure of the Services to perform without material error, and (c) provide the availability of sufficient personnel with sufficient training, qualifications and experience to provide this service. Support Services shall be comprised of email as specified in the Support Table in Section 5, excluding national U.S. holidays.

4.2 95% of all emails received during support hours shall be responded to within 24 hours (in any Month).

4.3 All incoming emails shall receive an immediate auto acknowledgement.

4.4 As part of the Services, Upflex will (a) provide standard customer support and training, for the Services, and (b) make available all non-custom updates, releases, changes, modifications, patches, fixes, versions and evolutions to the Services that are made available to other customer at no additional charge (“Updates”) at no additional charge to Client and as and when such Updates are generally available to Upflex’s customers.

  1. CASE PRIORITIZATION

Upflex prioritizes support requests according to the severity levels defined below.  Support requests can be submitted via email at [email protected]. Upflex shall resolve problems within the times below based on the severity levels defined below.  

SUPPORT TABLE

Severity Level Description Response Time Commencement Time Correction Times
1
Critical		 Production use of the Services is stopped or so severely impacted that Client Users cannot reasonably use it or use of the Services causes a failure to conform to the “Minimum Security Requirements”. We will work continuously to resolve the problem regardless of the day or time of occurrence. 30 Minutes 2 Hours Continuous efforts will be to provide relief to Client Users within 12 hours and provide a final solution or fix within one day from notification of issue.
2
Significant		 Important Services features are unavailable with no acceptable workaround. Use of the Services can continue; however, productivity is significantly decreased. We will work continuously to resolve the problem. 2 Hours 4 Hours Provide a final solution or fix within 3 days
3
Impaired		 Important features are unavailable, but a workaround is available, or less significant Services features are unavailable with no reasonable workaround. 4 Hours 1 Business Day Provide a final solution or fix within 7 days
4
Minimal		 Client User requests information about the Services or an enhancement to the existing functionality. Use of the Services continues without work being impeded. 5 Business Days n/a n/a