SERVICE LEVEL AGREEMENT 

SERVICE LEVEL AGREEMENT 

Cynomi reserves the right to change the terms of this SLA by providing Partner with at least thirty (30) days prior written notice.  

During the term of the Agreement, Cynomi will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage (defined below) of at least 99.9% during each monthly billing cycle (the “Service Commitment”).   

The following definitions apply to this SLA: 

• “Downtime” or “Downtime Incident” means the time in which Services is unavailable to Partner as measured and determined solely by Cynomi based on its servers. Downtime Incidents shall exclude: (i) reasonable planned downtime incidents announced at least twenty-four (24) hours’ in advance by Cynomi, including without limitation, for periodic upgrade and maintenance, cyber attacks on Cynomi’s collectors (hardware or virtual) within Partner’s network; (ii) network disruption between a Partner’s network and the Services outside of Cynomi’s control; (iii) Downtime Incidents that are caused by the SLA Exclusions specified below; (iv) separate instances of Service unavailability of less than five (5) minutes duration each; and/or (v) any time where Cynomi is awaiting information from Partner or awaiting Partner’s confirmation that the Service has been restored.   
• “Downtime Period” means the number of minutes in a calendar month during which the Services are unavailable to Partner due to Downtime Incident(s).  

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

Technical Support 

Cynomi will use commercially reasonable efforts to respond to and address failures of the Service to function in manner intended by Cynomi (“Problems“) which are reported by Partner (each, a “Support Request“), in accordance with the service levels and terms set forth below in this Schedule. Cynomi support services are available during Monday through Friday between 9am and 5pm Eastern Standard Time (excluding U.S. National Holidays) (“Business Hours”).  

In order to be addressed by Cynomi, Problems must be verifiable and reproducible. Furthermore, in order for Cynomi to address a Support Request, Partner must provide Cynomi with all information, documentation, assistance and access as Cynomi might reasonably require, including, without limitation:  

• setup information,  
• application knowledge,  
• listing of any output,  
• detailed steps required to enable Cynomi to replicate the problem,  
• exact wording of Problem messages, and  
• any other data that Cynomi may reasonably request in order to reproduce operating conditions similar to those present when the Problem occurred. 

Each Problem for which a Support Request is received by Cynomi, shall be classified by Cynomi and assigned a level of severity (“Severity Level“), in accordance with the following criteria: 

Upon classification of each Problem for which Cynomi received a Support Request, a support representative of Cynomi shall use commercially reasonable efforts to: (a) contact Partner within the “Response Time” period set forth in the table above (which period is only applicable during Business Hours and to the extent the Support Request is sent outside of Business hours the measurement will start as soon as the Business Hours for the next Business Day commences) , and (b) follow up and provide an update on the status of the measures being taken (such as workarounds, bug fixes, Updates, etc.) to address the Problem within the “Status Update” time frame set forth in the table above.  

Other SLA Exclusions 

The SLA does not apply to any: (a) features or services excluded from the Agreement (as specified in the associated Documentation); or (b) Downtime Incidents that: (i) are caused by factors beyond Cynomi’s reasonable control (including without limitation any force majeure event (including but not limited to strikes, shortages, riots, 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, or shortage of adequate power or transportation facilities); (ii) are attributable to repair, maintenance or modification of Cynomi’s Services by persons not authorized by Cynomi; (iii) resulted from accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of Cynomi’s Services; (iv) resulted from use of Cynomi’s Services other than in accordance with the Documentation or in violation of the Agreement; (v) resulted from Partner’s or a third party’s equipment, software or other technology (other than third party equipment within Cynomi’s direct control); and/or (vi) resulted from the combination of Cynomi’s Services with equipment or software not authorized or provided by Cynomi or otherwise approved by Cynomi in the Documentation.