Cloud Services Service Level Agreement

Last updated: June 6, 2022. To see what has changed in this SLA since it was first published on March 3, 2022 click here.

WorkFusion will use commercially reasonable efforts to maximize the availability and performance of the Cloud Services and to meet the Cloud Services service levels (“Service Levels”) as set out in this Service Level Agreement (“SLA”). WorkFusion will provide at least 60 days’ advance notice for adverse changes to this SLA.

1. Service Levels—Production Availability.

   WorkFusion will provide the Cloud Services 24 hours per day, 365 days per year with an Availability of 99.5% for production environments, excluding Scheduled Downtime.

2. Definitions.

   “Actual Uptime” means the aggregate amount of time within Scheduled Uptime when Cloud Services are available for normal business use by Customer (i.e., Actual Uptime = Scheduled Uptime–Outage). Services are available for normal business use if the Cloud Services are available and reachable.

   “Availability” means the Actual Uptime expressed as a percentage of the Scheduled Uptime (i.e., Availability % = (Actual Uptime)/(Scheduled Uptime) x 100%.

   “Monthly Fee” means 1/12th of the 12-month prepaid Cloud Services subscription fee.

   “Outage” means the total period of time of ten minutes or more during which 10% or more of Customer’s users are not able to access the Cloud Services or their access to the Cloud System is substantially impaired (including through significant logon delay).

   “Service Level Default” means an occurrence of WorkFusion’s failure to meet a production Service Level as set out in Section 1.

   “Scheduled Uptime” means the time during a given month the Cloud Services are expected to be available to Customer for normal business use less Scheduled Downtime.

   “Scheduled Downtime” means (i) scheduled routine maintenance which will not be performed from 7:00 AM to 6:00 PM (ET) and (ii) any non-routine maintenance due to unexpected discovery of security vulnerability. WorkFusion will provide Customer with its routine maintenance schedule and will notify Customer in advance of any non-routine maintenance.

3. Service Credits.

   In case of Service Level Default for reasons other than a force majeure event, then, Customer may, as an exclusive remedy, recover a corresponding Service credit as follows: (i) for one month with a Service Level Default, 5%; and (ii) for a second or third month with a Service Level Default in any three continuous months, 10%. The Service credits are calculated as a% of the Monthly Fee paid by Customer for the month during which the Service Level Default occurs. If WorkFusion fails to meet and Service Level for four consecutive months for reasons other than a force majeure event, Customer may, as an exclusive remedy, terminate the applicable Order Form and receive a pro-rata refund of any unused pre-paid fees. The Service Level Default must be verifiable by service diagnostic monitoring tools.

4. Non-production Availability.

   Upon Customer’s request, WorkFusion will provide to Customer non-production environments (development or testing and quality assurance) and the parties will agree in writing on the Availability Service Levels for non-production environments for a specific period of time (“Non-production Environment Availability”. Notwithstanding the agreed non-production Service Levels, if any non-production environment is inactive for a prolonged time during normal Customer’s business hours within the Non-production Environment Availability, WorkFusion may deactivate the environment with prior written notice to Customer.

5. Cloud Services Performance.

   The Cloud Services capacity is planned so that transaction can process within four hours, based on normal Customer activity levels. Customer will notify WorkFusion in advance of any anticipated unusual activity level and will cooperate with WorkFusion on a plan designed to minimize transactions processing delays.

6. Force Majeure and Disaster Recovery.

   WorkFusion maintains a disaster recovery capability for force majeure events (“DR Event”). The disaster recovery service has a recovery point objective (RPO) of 1 hour and a recovery time objective (RTO) of 4 hours from the DR Event to the Cloud Services resuming production activity.

7. Customer Obligations.

   To be eligible for a Service Credit, Customer must:

   a) log a JIRA support ticket with WorkFusion within 4 hours of first becoming aware of an Outage or suspected Outage (see the Support Policy on how to log a support ticket)

   b) submit its claim and all required information by the end of the month immediately following the month in which the Outage occurred

   c) include all information necessary for WorkFusion to validate the claim, including: (i) a detailed description of the events resulting in Outage, including request logs that document the errors and corroborate the claimed outage (with any confidential or sensitive information in the logs removed or obfuscated); (ii) information regarding the time and duration of the Outage; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of Customer’s attempts to resolve the Outage at the time of occurrence

   d) reasonably assist WorkFusion in investigating the cause of the Outage and processing Customer’s claim,

   e) comply with the agreement pursuant to which Customer is authorized to use the Cloud Services (including by issuing purchase orders and paying invoices timely), applicable Documentation, and any advice from the WorkFusion support team.

8. Limitations.

   Outage does not include, and Customer will not be eligible for a Service Credit or early termination for, any availability issue that results from:

   a) Factors outside of our reasonable control, such as force majeure events, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure at Customer’s site or between Customer’s site and the Cloud Services;

   b) Services, hardware, or software provided by a third party, including but not limited to cloud platform services on which the Cloud Services run or other third-party services or software that Customer may use with the Cloud Services, including but not limited to handwriting recognition services or data source providers;

   c) Use of Customer password or equipment to access the Cloud Services; or

   d) Customer’s or any third party’s improper use or configuration of the Cloud Services, or failure to follow appropriate practices.