Service Level Agreement

SERVICE LEVEL AGREEMENT

This “Service Level Agreement” is made a part of and incorporated by reference into the [Order Form and Agreement] between Quilter and Customer.

1. Definitions. For purposes of this Service Level Agreement, the following terms have the meaning ascribed to each term below:

“Downtime” means if Customer is unable to access the Service by means of a web browser as a result of failure(s) in the Service or architecture, as confirmed by Quilter. 

“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

“Service Credit” means the number of days that Quilter will add to the end of the Term, at no charge to Customer.

2. Service Level Warranty. During the Term, the Service will be operational and available to Customer at least 99.5% of the time in any calendar month (“Service Level Warranty”).  If the Monthly Uptime Percentage does not meet the Service Level Warranty in any calendar month, and if Customer meets its obligations under this Agreement, then Customer will be eligible to receive Service Credit as follows:  

3. Customer Must Request Service Credit.  In order to receive Service Credit, Customer must notify Quilter within 30 days from the time Customer becomes eligible to receive a Service Credit under the terms of this Agreement.  Failure to comply with this requirement will forfeit Customer’s right to receive Service Credit.
4. Maximum Service Credit. The aggregate maximum amount of Service Credit to be issued by Quilter to Customer for all Downtime that occurs in a single calendar month will not exceed 15 days.  Service Credit may not be exchanged for, or converted into, monetary amounts.
5. Exclusions. The Service Level Warranty does not apply to any performance issues that: (i) are caused by riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, earthquakes, or any other causes that are beyond Quilter’s reasonable control so long as Quilter uses commercially reasonable efforts to mitigate the effects of such force majeure; (ii) resulted from Customer’s equipment or third party equipment or service (e.g. Customer’s internet connection), or both; or (iii) resulted from Customer’s violation of the Agreement.
6. Exclusive Remedy.  This Service Level Agreement sets forth Customer’s sole and exclusive remedy for any failure by Quilter to meet the Service Level Warranty.
7. Chronic Failure & Termination Right. Customer shall have the right to terminate the Agreement upon notice to Quilter in the event Quilter fails to substantially comply with the Service Level Warranty as follows: (a) if the Service Level Warranty is not met on two (2) or more separate occasions in a 1 month period; or (b) if the Service Level Warranty is not met on three (3) or more separate occasions in a 6 month period.

SUPPORT SERVICES SCHEDULE

This Support Services Schedule to the ___ is made a part of and incorporated by reference into the Agreement between Quilter and Customer and sets forth the terms on which Quilter provides technical support (“Support”) to Customer (“Support Terms”) for the Software and/or Service.

1. Definitions.

“Error” means a failure of the Software and/or Service to conform to the published specifications, resulting in the inability to use, or material restriction in the use of, the Software and/or Service.

“Escalation” means the process by which Quilter will work continuously, and at multiple levels of its organization, to resolve an Error if not resolved within the specified Resolution Time set forth in Section 4, below.

“Start Time” means the time at which Quilter first becomes aware of an Error during Quilter’s regular business hours, following initiation of a Support case by Customer in accordance with Sections 2 and 3, below.

2. General. During a Subscription Term, Quilter will provide the Support described in these Support Terms. Quilter provides Support during normal business hours (9am – 5pm, Pacific time, Monday - Friday).
3. Contacts. Customer may initiate a Support case by emailing support@quilter.ai or such other customized email alias provided by Quilter to Customer from time to time. Customer may initiate an unlimited number of Support cases.
4. Priority Levels and Timeframes. Quilter will establish the Priority Level of an Error and the corresponding Support case in its sole discretion and will use its best efforts to adhere to the Response Times and Resolution Times set forth below. If an Error is not addressed within the Resolution Time set forth below, Quilter will commence an Escalation. Response Times and Resolution Times are calculated from the Start Time. 
   
   1. Response & Resolution Times for Cloud Deployment Types:

2. Response & Resolution Times for Self-Hosted Deployment Types:

5. Conditions, Exclusions, and Termination.
   
   1. Conditions. Quilter’s obligation to provide Support is conditioned upon the following: (i) Customer makes reasonable efforts to solve the Error after consulting with Quilter; (ii) Customer provides Quilter with sufficient information and resources to correct the Error, as well as any and all assistance reasonably requested by Quilter; and (iii) Customer procures, installs, and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to access and operate the Software and/or Service. 
   2. Exclusions. Quilter is not obligated to provide Support in the following situations: (i) the problem is attributable solely to Customer’s Input including where such Input does not conform to the Quilter specifications within the Documentation; (ii) the problem caused by Customer’s negligence, hardware malfunction, or other causes beyond the reasonable control of Quilter; (ii) the problem is with third party software not licensed through Quilter; or (iii) Customer fails to pay any amount that is payable to Quilter within the timeframe for payment specified in the Agreement. 
   3. Termination. Quilter reserves the right to conclude its performance of a Support case when, in its reasonable discretion, Quilter determines that it has provided a satisfactory resolution or workaround to the Error.
   4. Chronic Failure & Termination Right. Customer shall have the right to terminate the Agreement upon notice to Quilter in the event Quilter fails to substantially comply with these Support Terms as follows: (a) with respect to Priority 1 Errors, on two (2) or more separate occasions; or (b) with respect to Priority 2, 3, Errors, substantially comply on three (3) or more separate occasions where Customer reasonably determines that such failure to comply has materially impacted the Software and/or Service.

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