SaaS Service Level Agreement
Effective: June 2, 2022
This Service Level Agreement (“SLA”) for the Heretto services (the “Services”) sets forth the support service levels for the applicable Subscription Tier of Services to which You have subscribed. This SLA for the Services shall not apply to any Services to which a separate service level agreement is explicitly set forth in an applicable Order Form or for which the applicability of this SLA is explicitly excluded in an applicable Order Form. Terms used but not defined herein shall have the respective meanings given to them in the Terms of Use.
| Support Package | Heretto CCMS | Heretto Enterprise |
|---|---|---|
| Email Support | ✔ | ✔ |
| Phone Support | ✔ | ✔ |
| Severity 1 issue Support Hours (email and support.heretto.com) | 24/7 | 24/7 |
| Support hours for all issues other than Severity 1 | 3AM ET – 8PM ET Monday – Friday | 3AM ET – 8PM ET Monday – Friday |
| Production Data Backup Retention | 14 days | 60 days |
| Total Authorized Phone Support Contacts from your organization | 1 per 10 Author Users | 1 per 10 Author Users |
| Number of allowed reviewers | 10 per Author User | Unlimited |
| Dedicated Customer Success Manager | ✔ | |
| Issue Classification | ✔ | ✔ |
| Required Monthly Availability | 99.9% | 99.9% |
N/A – Not Available
✔ – Included
1. Definitions
All capitalized terms used in this Exhibit will have the meanings given to them in the Agreement unless otherwise stated in this Exhibit. As used in this Exhibit, the following capitalized terms have the following meanings:
“Excused Downtime” means the total number of minutes in the applicable month that the Services are unavailable due to downtime authorized by You.
“Impact” means the extent of deviation from the normal service level, in terms of the number of Users or business processes affected.
“Issue” means an unscheduled or unanticipated incident that adversely affects the delivery of the Services by Us to You.
“Required Monthly Availability” means the total number of minutes in the applicable month, minus the Excused Downtime, and the Scheduled Downtime.
“Services Availability Percentages” means the percentage of Required Monthly Availability the system was available.
“Subscription Tier” means the level of access to the Services You select. Selection of a Subscription Tier is required prior to gaining access to the Service.
“Resolution” means that We have resolved an Issue to Your reasonable satisfaction.
“Response” means Our response to You regarding an Issue, beginning as soon as We receive notice of an Issue, including telephone or email notification.
“Scheduled Downtime” means the total number of minutes in the applicable month that the Services are unavailable due to Our scheduled maintenance and repair.
“Services Request” means any request made to Us by You for the purpose of invoking Our assistance and engagement for any service and support-related activity.
2. Maintenance and Support Services
We will provide the maintenance and support services set forth herein as part of the Services. Such services are available to Your employees, contractors, and authorized personnel.
2.1 Help Desk Support
- Our support help desk (“Help Desk”) is available fourteen (14) hours a day, seven (7) days a week, three hundred sixty-five (365) days per year on a worldwide basis. Support is provided in the English language, and in additional languages, as requested by You for local support.
- You may create a Support Ticket at www.support.heretto.com, or call Our Help Desk at 1-877-492-2960, if available in purchased support package, or email Our Help Desk at support@heretto.com. For all Subscription Tiers, You must create a Support Ticket for Severity 1, Severity 2, and Severity 3 Issues. All emails will be considered Severity 4 Issues.
- Communication directly with an account manager, project manager, technical contact, or management contact is not covered by Issue Response and Resolution Times.
- We will keep a Services Request open until We have resolved the Services Request to Your reasonable satisfaction.
- By submitting a support request to the Heretto team, you are authorizing the Heretto technical support team to download or copy any data necessary for troubleshooting the reported issue. If you have any concerns about this authorization, please contact your Heretto CSM.
2.2 Emergency Support
We will provide emergency maintenance and support services for those failures or nonconformities which impair You from normal processing. You will notify Us verbally and in writing when such an occurrence arises. As soon as possible after receiving a request for emergency maintenance and support services, We will notify You of the planned methodology resources and timeframe to correct such failures or nonconformities. Unless expressly agreed otherwise by the parties in writing, We will respond by telephone (twenty-four (24) hours a day, seven (7) days a week) to any request for emergency maintenance and support services. In no event, will Our Response timeframe be greater than the Severity 1 Response time set forth herein.
3. Our Support Response and Resolution Commitment
3.1 The following Issue Classifications will be provided according to Your selected Subscription Tier:
Subscription Tiers: We will assign a priority level (Severity 1, Severity 2, Severity 3, or Severity 4) to each Issue, according to the
criteria described in the following table:
| Severity Level | Definition |
|---|---|
| Severity 1 | Services are unavailable for all Users |
| Severity 2 | Services prevents You from executing one or more critical business processes for a substantial number of Users, or Services are usable with limited capabilities and/or intermittent interruptions which have serious business Impact. |
| Severity 3 | Services disrupt important business processes for less than a substantial number of Users. No commercially reasonable workaround available. |
| Severity 4 | Disruption of important business processes where a workaround is available or functionality is not imperative to Your business operations. Disruption does not have a significant impact on Your business operations, but may impair nonessential functions of the Services or adversely affect the use of the Services. |
3.2 The following Issue Response and Resolution Times will be provided according to Your selected Subscription Tier:
Subscription Tiers: We will meet the following Issue Response and Resolution times. You may request a Response and Resolution report not more than once per Quarter.
Heretto CCMS and Heretto Enterprise Subscription Tier(s):
| Issue Severity | Response Time | Resolution Time |
|---|---|---|
| Severity 1 | Less than 30 minutes | Less than 8 hours |
| Severity 2 | Less than 4 hours | 2 business days |
| Severity 3 | Less than 8 hours | 4 business days |
| Severity 4 | Less than 48 hours | N/A (resolution not guaranteed) |
3.3 Services Credits
If We fail to maintain the required Resolution percentages set forth in any given month for Severity 1 and Severity 2 Issues, We will apply a credit to Your monthly Services fee for the following month, in an amount equal to the applicable credit percentages set forth below. In the case of termination or expiration, We will issue a credit to You within thirty (30) days of such termination or expiration. In order to request a service credit, You will need to have opened a Support Ticket or Support Tickets with Heretto Support at the onset of the impact of the incident(s) or whenever You first detected the incident(s).
| Services Level Percentages | Credits |
|---|---|
| 95.00% – 100% | 0% |
| 80.00% – 94.99% | 10% |
| 75.00% – 84.99% | 20% |
| Less than 75.00% | 35% |
3.4 Issue Escalation
Your authorized support personnel may escalate Issues to Our senior management.
3.5 Recovery Point Objective
Your data is backed up daily at the same time, and as such, in the event of a significant service incident, the maximum Recovery Point Objective is 24 hours.
4. Services Availability
4.1 Availability Percentage
We will use commercially reasonable efforts to ensure the Services are available (i.e., accessible and usable) at the monthly guaranteed uptime for and offer the service credit available for each Subscription Tier as set forth below. At Your request, You and We will engage in an annual review of industry standards and practices to determine if an improved percentage is appropriate. If We fail to meet the Required Monthly Availability, We will issue You a service credit in an amount equal to the applicable service credit percentages set forth below for the corresponding Services Availability Percentages for such Subscription Tier, based on the calculated or real total applicable subscription spend for that month, where applicable subscription refers only to the subscription for the impacted service or services:
| Heretto Enterprise and Business Subscription Tiers | |
|---|---|
| Required Monthly Availability: at least 99.9% | |
| 99.9% – 100% | 0% |
| 98.00% – 99.89% | 5% |
| 95.00% – 97.99% | 10% |
| 90.00% – 94.99% | 35% |
| Less than 90.00% | 50% |
5. Usage Limitations for Heretto Deploy and SLAs
5.1 The SLA for Heretto Deploy systems and APIs follow the standard SLA for Heretto, except for Services Availability and Performance, which is defined below. This SLA covers the Heretto Deploy systems, the Content Delivery API and the Audience API (collectively, Delivery APIs), but not the Contribute API, Output API, or Repository API (collectively, CMS APIs). This SLA also covers any Heretto-managed Render Systems (collectively, Render Systems and Delivery APIs are referred to as ‘Services’, below).
5.2 Services Availability for Managed Render Systems and Delivery APIs Availability Percentage
We will use commercially reasonable efforts to ensure the Services are available (i.e., accessible and usable) at least 99.9% of the Required Monthly Availability. “Required Monthly Availability” means accessible and usable 24 hours a day, 7 days a week. At Your request, You and We will engage in an annual review of industry standards and practices to determine if an improved percentage is appropriate.
5.2 Services Credits
If We fail to meet the Required Monthly Availability, and per your written request, We will issue You a service credit in an amount equal to the applicable service credit percentages set forth below for the corresponding Services Availability Percentages, based on the total applicable subscription spend for that month, where applicable subscription refers only to the subscription for the impacted Service or Services. In order to request a service credit, You will need to have opened a Support Ticket or Support Tickets with Heretto Support at the onset of the impact of the incident(s) or whenever You first detected the incident(s).
5.3 Heretto Deploy Delivery
| Services Availability Percentage | Service Credit Percentage of Subscription Spend | |
|---|---|---|
| Basic | Scale | |
| 99.50% – 100% | 99.90% – 100% | 0% |
| 99.00% – 99.49% | 99.50% – 99.89% | 10% |
| 98.00% – 98.99% | 99.00% – 99.49% | 20% |
| 97.00% – 97.99% | 98.00% – 98.99% | 35% |
| 95.00% – 96.99% | 95.00% – 97.99% | 50% |
| Less than 95.00% | Less than 95.00% | 90% |