Service Level Agreement - Enterprise

This Service Level Agreement (this “SLA”) applies to the following OnSolve Subscription Services: (i) OnSolve Platform, SWN and MIR3 (collectively, the “Critical Communications Services”) and (ii) Risk Intelligence and Travel Risk Management (together with the Critical Communications Services, the “Subscription Services”). Capitalized terms used but not defined in this SLA shall have the meanings ascribed to them in OnSolve’s General Terms and Conditions - Enterprise available on its website, or any similar agreement negotiated between OnSolve and the Customer.

1. SERVICE AVAILABILITY
   The Service Availability for each of the Subscription Services shall be 99.99% for each month of the applicable Term measured on a rolling 3 month basis.
2. ERROR PRIORITY CLASSIFICATION
   An “Error” is a failure of the Subscription Services to materially conform to the Documentation, excluding a nonconformity resulting from Customer’s misuse, improper use, or unauthorized change to the Subscription Services. Errors for the Critical Communications Services are classified in Table A below and for Risk Intelligence and Travel Risk Management are classified in Table B below.
   Table A – Critical Communications

   Error Classification	Impact
   Severity 1	Inability to (i) access the web user Interface or (ii) send an Alert across all Primary Modalities subscribed to by Customer.*
   Severity 2	Inability to send an Alert across a specific Primary Modality.
   Severity 3	Any other errors or bugs related to the Critical Communications services.

   * If any Primary Modality is available, then there is no Severity 1 Error.

   Table B – Risk Intelligence and Travel Risk Management

   Error Classification	Impact
   Severity 1	Any of (i) an Inability to access the web user interface; (ii) an interruption to Administrators of risk alerting capabilities based upon selected filtering, or (iii) inability to access Risk Intelligence or Travel Risk Management (as applicable) APIs.
   Severity 2	Inability to execute core workflows for alerting in response to a risk event.
   Severity 3	Any minor errors or bugs related to Risk Intelligence or Travel Risk Management.

3. ERROR RESPONSE
   1. Error Classification. Upon notification by customer of the occurrence of an Error, OnSolve shall use commercially reasonable efforts to promptly resolve it. Response to customer regarding the reported Error shall be as specified in Table C below.
      Table C

      Error Classification	Initial Response	Ongoing Communications
      Severity 1	Within one (1) hour – acknowledgment & assignment provided 24/7/365	Updates on remedial measures at least every four (4) hours (or sooner if available) after the problem has been reported and until it is mitigated.
      Severity 2	Within four (4) hours –acknowledgement & assignment provided 24/7/365	Updates on remedial measures at least every business day after the problem has been reported and until it is mitigated.
      Severity 3	Within eight (8) hours – acknowledgement & assignment during normal business hours M-F as designated on OnSolve’s website	Updates provided as work progresses.

   2. Customer Obligations. Customer shall (i) have properly trained its personnel in the use of the Subscription Services, (ii) promptly report any Error it discovers, (iii) provide OnSolve with sufficient information to locate and reproduce the Error and (iv) reasonably cooperate with OnSolve in connection with OnSolve’s efforts to resolve any Error.
   3. Root Cause Analysis. If, during any calendar month, any of the Subscription Services experience a Severity 1 Error, upon receipt of written request from Customer, OnSolve shall deliver to Customer within ten (10) business days after the close of the month, a summary analysis of (i) the root cause of the issue experienced during such month and (ii) the action being taken to address that issue.
4. CUSTOMER SUPPORT AND SERVICES
   Customer must make all initial reports of Severity 1 Errors and Severity 2 Errors by contacting OnSolve’s live 24/7/365 Customer Support team via telephone. For all other issues, Customer may contact the Customer Support team via telephone, email or the OnSolve online Support Community Customer Support contact information is available on OnSolve’s website at https://www.onsolve.com/resources/support/.
5. DEFINITIONS
   The following terms shall have the meaning set forth below:
   1. “Actual Minutes of Availability” for any Rolling Three-Month Period for a particular Subscription Service means Potential Minutes of Availability less Downtime.
   2. “Customer Event” means Customer’s inability to access a Subscription Service due to a failure of a Customer network or system (including Customer’s Internet connection), failure of any Customer equipment necessary to access the Subscription Services, or a force majeure event affecting Customer.
   3. “Downtime” for any Rolling Three-Month Period means the total number of minutes during such period that a Subscription Service was experiencing a Severity 1 Error, excluding any Excusable Downtime.
   4. “Excusable Downtime” for any Rolling Three-Month Period means the total number of minutes during such period that a Subscription Service was offline resulting from (i) Scheduled Maintenance and other planned service outages, (ii) a Customer Event, and (ii) any unavailability caused by circumstances beyond OnSolve’s reasonable control, including but not limited to force majeure events, Internet or telephony service provider failure or delay, or denial of service attack.
   5. “Potential Minutes of Availability” for any Rolling Three-Month Period means the total number of minutes during the days in such period (assuming thirty-day months) falling within 12:00 AM Monday and 11:59 PM Sunday, including holidays.
   6. “Primary Modality” means each of the following Critical Communications Services communication modalities: email, SMS and voice.
   7. “Rolling Three Month Period” means the three calendar months immediately preceding any date of measurement (in all cases, assuming 30-day months).
   8. “Service Availability” for each Subscription Service is calculated by dividing the Actual Minutes of Availability by the Potential Minutes of Availability, multiplied by 100 for such Subscription Service.
   9. “Scheduled Maintenance” means planned maintenance on a Subscription Service with at least twenty-four hours prior notice to Customer.