SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) sets forth metacog™, inc.’s service level obligations for the metacog™ service (the “Service”). Capitalized terms used and not defined in the SLA have the meaning set forth in the Subscription Agreement between metacog™, inc. and Customer (the “Agreement”).

1. Service availability

The Service will be available as follows.

Monthly Target Service Level
99.9% of the time, 24 hours/day, 365 days/year

2. metacog™ technical support availability; classification of priority

Technical support for metacog™ will be available 24 hours a day, 365 days per year, for Priority 1 and Priority 2 service issues (as defined below), and during regular business hours (8 a.m. to 6 p.m. Eastern time, Monday through Friday excluding holidays) for other service issues.

Priority Priorities Assigned under These Guidelines Sample Issues
1
  • Problem has significant impact on Customer operations
  • Service or major component is down or unusable
  • No Customer-acceptable workaround is available
  • Many or all of Customer’s users have no access to the Service
  • Service response time significantly degraded from standard
2
  • Problem impacts Customer operations
  • Service or component down or malfunctioning
  • Temporary workaround is available
  • Some of Customer’s users have no access to the Service
  • Service performance is unstable
3
  • Problem has minor impact on Customer operations
  • Problem occurs infrequently
  • Acceptable workaround available
  • Customer has functionality questions

2.1 contacting metacog™ support, response time

All requests to metacog™ received through any of the methods specified below are handled in the same manner and with the same level of service:

  • during regular business hours, by telephone, pager, and e-mail
  • 24 hours a day, 365 days per year, by pager or e-mail

Receipt of the error report will be acknowledged as specified below. After receipt of an error notification, metacog™ shall use its best efforts to respond to each notification as indicated below, with a resolution of the issue as indicated below:

Priority Receipt Acknowledged Resolution Commences Resolution Goal
1 1 Business Hour 1 Business Hour 2 Business Hours
2 4 Business Hours 4 Business Hours 1 Business Day
3 1 Business Day 1 Business Day 1 Business Day

3. Service credit

In the event metacog™ fails to meet any of the above obligations, metacog™ shall upon request by Customer provide Customer a credit in an amount of 5% of the Monthly Subscription Fee or a monthly pro-rata portion of the Annual Subscription Fee, as applicable for the Customer, for each such incident, subject to an aggregate of 10% of such fee for any 24-hour period, regardless of the number of such incidents, and further subject to a monthly limit of 30% of the Monthly Subscription Fee or a monthly pro-rata portion of the Annual Subscription Fee, as applicable for the Customer, for the month in which the incidents occur.

The foregoing credit shall be metacog’s sole financial obligation with respect to a failure to meet obligations under this SLA; metacog™ will not be liable to provide any credit for any failure to meet a service level to the extent that such failure is attributable to the following: (i) acts, omissions, or errors of Customer, an end user, or a third party; (ii) breaches of any agreement with metacog™ by Customer; (iii) failure of Customer or an end user’s software, hardware, services, or connections; or (iv) Extraordinary Circumstances as defined below.

4. Definitions

4.1 Availability

  • “Unavailable” and “Unavailability” shall occur during any sixty (60) minute period, when the response time from the Service exceeds fifteen (15) seconds (except for reports that may take longer to run) on average during such sixty (60) minute period as measured from a server on the local network. This does not include situations where the delayed response time is a result of Customer’s own internal network or Internet connectivity issues.
  • Availability for a month shall be calculated as a percentage using the following formula:
    • the total number of Available Hours for the month converted into minutes, minus
    • the total number of Available Hours for the month converted into minutes, minus
    • the total number of Available Hours for the month converted into minutes, minus the total number of Available Hours for the month converted into minutes.
  • “Available Hours” in a month means the total number of hours in the month minus any Scheduled Downtime during such month.

4.2 Extraordinary Circumstances

"Extraordinary circumstances" include fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor difficulties, generalized Internet interruptions (through denial of service, worms, telecommunications problems, or the like) or any other cause beyond our reasonable control. Even though metacog™ takes commercially reasonable efforts to protect against and plan for continued service in such circumstances, metacog™ cannot guarantee continuous access in the event of such circumstances. In such events, metacog™ will use commercially reasonable efforts to cause our ISP and other third-party services of connectivity to maintain and reestablish, when necessary, accessibility.