Service Level Agreement (SLA)

Last updated 14th of February 2019

1.   Scope

This MorphL Service Level Agreement (this “SLA”) is a policy governing the use of the Products and Services (listed below) by you or the entity you represent (“you”) under the terms of the MorphL Principal Agreement (the “MorphL Agreement”) between MorphL and its affiliates (“MorphL”, “us” or “we”) and you. This SLA applies separately to each account using the MorphL Products and Services. Unless otherwise provided herein, this SLA is subject to the terms of the MorphL Principal Agreement and capitalized terms will have the meaning specified in the Principal Agreement. We reserve the right to change the terms of this SLA in accordance with the Principal Agreement.

2.   Definitions

“Primary Function” means an essential function of the Services (e.g., a problem with the ingestion, prediction and training pipelines).

“Secondary Function” means a function that does not represent an essential function of Services (e.g., a problem accessing the user interface or a problem with the accuracy or completeness of a data feed or a delay in a data feed).

“Workaround” means a feasible change in operating procedures whereby an end-user can avoid the deleterious effects of a non-conformance without material inconvenience.

2.   Service Commitment

MorphL will use commercially reasonable efforts to make the Products and Services each available with a Monthly Uptime Percentage (defined below) of at least 99.99%, in each case during any monthly billing cycle (the “Service Commitment”). In the event any of the Products and Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

3.   Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront payments made for setting up instances) for MorphL Cloud Edition in the region affected for the monthly billing cycle in which the region unavailability occurred in accordance with the schedule below.

Monthly Uptime Percentage Service Credit Percentage
Less than 99.99% but equal to or greater than 99.0% 10%
Less than 99.0% 25%

4.   Exceptions to Minimum Service Levels

The following items are excluded from the computation of Minimum Service Levels: (a) downtimes caused by scheduled maintenance events (including new releases), (b) Client-caused outages or disruptions, (c) failures of interconnections to or from and connectivity within the Client’s ISP or networks, (d) “false-positive” service breaches reported as a result of outages or errors of any MorphL measurement system; (e) force majeure events including fire, floods, war, terrorist attacks, and similar incidents, and (f) outages caused by third-party systems including but not limited to exchanges, publishers (including Social Publishers), data vendors, networks and software providers.

Variability in time required to process offline (or “batch”) reports is not considered downtime.

5.   Issue Escalation

MorphL will provide Client with an escalation path for reporting of a failure of service levels and/or functionality of the Services and triage instructions to be used in the implementation process and resolution. Upon receipt of an issue, MorphL and Client will collectively determine the nature of the problem, set the relative priority and open a trouble ticket to initiate the problem resolution process in accordance with the procedure outlined below, provided that the ultimate determination of the priority level shall be within MorphL's reasonable discretion.

Priority Level Description Target Resolution Time*
Critical Critical production issue affecting all users. A problem for which there is no known Workaround and which (a) prevents the execution of a Primary Function, or (b) results in data corruption or crash. Under 24 hours
High Major functionality is impacted or significant performance degradation is experienced. A problem which (a) causes difficulty in execution or use of a Primary Function or (b) prevents the execution of a Secondary Function, and as to any of the preceding, for which there is no known Workaround. Issue is persistent and affects many users and/or major functionality. Under 48 hours
Low System performance issue or bug affecting some but not all users. Short-term Workaround is available, but not scalable. Also includes an inquiry regarding routine technical issues or a problem which causes difficulty in execution of a Secondary Function, but for which there is a Workaround. Determined by MorphL on case-by-case basis
* Target resolution times reflect MorphL's intended mean time to recover. MorphL does not guarantee that it will be able to resolve all errors, or that it will be able to resolve all errors within the target resolution time.

6.   Issue Resolution Reporting

MorphL will provide communication and updates to Client regarding the resolution of submitted issues regularly and/or upon request. After the resolution of an issue and upon request, MorphL will provide appropriate reporting detailing the cause of the issue, how soon support activity commenced, and the steps to resolution.

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