SERTIFI SERVICE LEVEL AGREEMENT

This Service Level Agreement (SLA”) forms a part of the Sertifi Inc.’s (“Sertifi”) Terms of Services “Terms of Services” under which Sertifi provides the Subscription Service, and is entered into by and between Sertifi and Customer (“Customer”).

 

  1. As part of the Terms of Services, Sertifi will meet the service level agreements set forth below.

 

  1. Sertifi’s Services are designed to be generally available 24 hours per day, 7 days per week. Sertifi maintains a regular “Scheduled Maintenance Window” and may periodically perform “Scheduled Downtime” as defined below in section 4. During this time the Services may be taken offline and be unavailable in order to perform maintenance or repairs, or to add or enhance features of the Services. Sertifi will maintain availability of the Services so as to meet or exceed the service levels described below.

 

    1. System Availability,” means the percentage time that the Services are functioning and fully available for access and data input by Customer.

 

  1. Sertifi guarantees 99.9% System Availability
  2. System Availability is calculated for a calendar month as the aggregate amount of actual uptime less any “SLA exemptions” as described in section 5.

 

    1. System Downtime shall be determined by the criteria below.

 

  1. Site is down or Services are not accessible for use; and/or
  2. Material feature or function is unavailable preventing Customer from accessing Services for use as set forth in this Terms of Services

 

  1. In the event of a failure to meet this 99.9% System Availability, the duration beyond such failure period will be considered Downtime and the Customer will accrue Service Credits based on the following metrics. “Monthly Cumulative Downtime” is calculated as the amount of time in excess of 99.9% that occurs per calendar month.

 

 

Monthly Cumulative Downtime
(listed in minutes)

 

Service Credits
(% of monthly fee or 1/12 annual fee if fee paid annually)

 

60

 

5%

61 plus10%

Sertifi shall issue the Customer a Service Credit which will be applied to the invoice in the month following the applicable event.  The Service Credits will be based on the value of the previous month’s service fee paid to Sertifi by Customer for any “Transaction Usage” “Service Fee” and/or “Access Fees” as outlined in its Pricing Schedule with Sertifi and does not apply to any third party services offered by Sertifi.   Service Credits will be automatically rewarded. Service Credits are accumulated monthly with Monthly Cumulative Downtime being reset at the beginning of each calendar month; provided, however, that if Customer is paying fees on a yearly basis, Service Credits will accrue through the relevant period, with the total Service Credit amount being applied to the next yearly invoice, if applicable.

Sertifi’s monitoring/ticketing systems shall be the information source of record for the accumulation of Monthly Cumulative Downtime.

 

 

 

  1. Definitions
    1. Scheduled Maintenance Window: Unless categorized as an emergency maintenance window, Sertifi maintains a maintenance window on alternating Wednesdays at 10:00pm – 10:30pm CST in which it performs minor bug fixes or enhancements to the Services. This window typically does not require downtime however the Customer may experience downtime or delays during this period.
    2. Scheduled Downtime: Scheduled time to perform routine, non-emergency or emergency maintenance on Hardware, Software or related equipment. Sertifi shall provide Customer a minimum of 30 days notice via email prior to any Scheduled Downtime Window that shall require downtime (excluding the Scheduled Maintenance Window in which Sertifi shall not be required to notify Customer).  In the event Sertifi performs a Scheduled Downtime it shall perform these after normal business hours and use it best efforts to minimize downtime.
    3. Downtime: Time that the  Services are not available which is not Scheduled Downtime or Scheduled Maintenance Window.

 

 

  1. SLA Exemptions.  Downtime resulting from the following items or situations are exempt from Sertifi’s guarantee of 99.9% availability.

 

    1. Unavailability of Services during Scheduled Maintenance Window, emergency maintenance or any other agreed-to Scheduled Downtime activity.
    2. Events of force majeure, including acts of war, god, earthquake, flood, embargo, riot, sabotage, labor dispute (outside of Sertifi’s own employees), government act, or failure of the Internet.
    3. Arising from Sertifi’s suspension and termination of Customers right to use Services in accordance with the Terms of Services .
    4. Failure of Customer’s systems, software, or other technology and/or third party equipment, software or other technology (other than third party software within Sertifi’s direct control or otherwise incorporated into the Software and/or Services).
    5. Known bugs or non-reproducible errors.

 

  1. Customer must be current on all outstanding invoices (as defined in the Terms of Services ) to   be eligible for application/payment of the Service Credits referenced in this SLA. No Service Credits will be applied if Customer is delinquent in its payment of outstanding invoices.

 

Sertifi provides the following support services:

 

Severity

CriteriaResponseMode of Contact
CriticalUnable to process transactions.  The Sertifi system is unavailable to process transactions.  No workaround is available.  Customer must provide adequate information and documentation for Sertifi to recreate the problem.

 

Within 2 hoursPhone / Email Ticket
HighAble to process transactions but major feature or function failing where Customer signature operations are severely restricted.Within 4 business hoursPhone / Email Ticket
MediumMinor feature or function failing where the service is not operating as designed.  Minor impact on usage.2 business daysEmail Ticket
Low

 

Minor problem or inquiry.  Request for documentation or general information.  Enhancement requests, etc.5 business days for Sertifi to identify the requirements and propose suggested timelines for product development.Email Ticket

 

Sertifi’s Systems are monitored on a 24 x 7 x 365 basis.  Sertifi Standard Support business hours of Mon-Fri 8:00 AM-6:00 PM CST.